SECOND AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of September 18, 2009 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. and DB SERVICES TENNESSEE, INC.Master Exchange Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (as may be amended, restated or otherwise modified in accordance with the terms hereof, this “Agreement”) is entered into as of September 18, 2009, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), DB SERVICES TENNESSEE, INC., a Delaware limited liability company (“DB Services”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
SECOND AMENDED AND RESTATED ESCROW AGREEMENT dated as of September 18, 2009 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. andEscrow Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDED AND RESTATED ESCROW AGREEMENT (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “Escrow Agreement”) is entered into as of September 18, 2009, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. Morgan Chase Bank, N.A., a national banking association, as the escrow agent (the “Escrow Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
THIRD AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of September 18, 2009 between HERTZ VEHICLE FINANCING LLC as Lessor and THE HERTZ CORPORATION as Lessee and ServicerVehicle Operating Lease and Servicing Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of September 18, 2009, by and between HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), as lessor (in such capacity, the “Lessor”) and THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as lessee (in such capacity, the “Lessee”) and as servicer (in such capacity, the “Servicer”).
ContractParticipation, Purchase and Sale Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS SECOND AMENDED AND RESTATED PARTICIPATION, PURCHASE AND SALE AGREEMENT (as amended, this “Agreement”) is made as of this 18th day of September, 2009, by and among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), individually and as lessee and servicer, HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”) and HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee; provided, that, if any such capitalized term is defined in the Base Indenture, but has a corresponding Segregated Series-specific definition set forth in the related Segregated Series Supplement, the capitalized term set forth herein shall have the meaning of the corresponding Segregated Series-specific definition set forth in the applicab
ContractHertz Global Holdings Inc • November 6th, 2009 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of September 18, 2009, between HERTZ VEHICLE FINANCING LLC (“HVF”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”) to the Amended and Restated Series 2005-2 Supplement dated as of August 1, 2006 (as amended, modified, restated or supplemented from time to time, the “Series 2005-2 Supplement”), between HVF and the Trustee to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
THIRD AMENDED AND RESTATED BASE INDENTURE Dated as of September 18, 2009Credit Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2009-1 NOTE PURCHASE AGREEMENT (SERIES 2009-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES) dated as of September 18, 2009, among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Administrator, CERTAIN CONDUIT INVESTORS, each as a...Note Purchase Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS SERIES 2009-1 NOTE PURCHASE AGREEMENT, dated as of September 18, 2009 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or the “Administrator”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns (the “Conduit Investors”; each, individually, a “Conduit Investor”), the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17 (each a “Committed Note Purchaser”), the financial institution set forth opposite the name of each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, on Sc
THIRD AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor, THE HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION, as a secured party, THE BANK OF NEW YORK...Collateral Agency Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS THIRD AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of September 18, 2009 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), as grantors (each a “Grantor”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as Servicer (in such capacity, the “Servicer”), THE HERTZ CORPORATION, as a secured party (the “HGI Secured Party”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (not in its individual capacity but solely as Trustee on behalf of the Indenture Noteholders under the Indenture), as a secured party on behalf of the Noteholders (the “HVF General Secured Party”) and as secured party on behalf of the Segregated Noteholders of each Segregated Collateral Agency Series (with res
First Supplemental IndentureFirst Supplemental Indenture • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 19, 2009 (this “Supplemental Indenture”), between Hertz Global Holdings, Inc., a corporation organized duly organized and existing under the laws of the state of Delaware (and its successors and assigns) (the “Company”); and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
FORM OF AMENDMENT TO THE PERFORMANCE STOCK UNIT AGREEMENT BETWEEN AND HERTZ GLOBAL HOLDINGS, INC., DATED AS OF (the “PSU AGREEMENT”).Performance Stock Unit Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers)
This AMENDMENT TO THE PSU AGREEMENT (this “Amendment”), dated as of , 20 , is entered into by (the “Participant”) and Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and approved by the Board of Directors of the Company.
HERTZ VEHICLE FINANCING LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee and Securities IntermediaryHertz Global Holdings Inc • November 6th, 2009 • Services-auto rental & leasing (no drivers) • New York
SERIES 2009-2 SUPPLEMENT dated as of October 23, 2009 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
ContractHertz Global Holdings Inc • November 6th, 2009 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of September 18, 2009, between HERTZ VEHICLE FINANCING LLC (“HVF”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”) to the Amended and Restated Series 2005-1 Supplement dated as of August 1, 2006 (as amended, modified, restated or supplemented from time to time, the “Series 2005-1 Supplement”), between HVF and the Trustee to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of September 18, 2009 among HERTZ VEHICLE FINANCING LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON, N.A., as TrusteeAdministration Agreement • November 6th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated as of September 18, 2009, among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (the “Issuer”), THE HERTZ CORPORATION, a Delaware corporation, as administrator (the “Administrator”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (f/k/a BNY Midwest Trust Company), a national banking association, not in its individual capacity but solely as trustee (the “Trustee”) under the Base Indenture (as hereinafter defined). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Third Amended and Restated Base Indenture dated as of September 18, 2009 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, but exclusive of any Segregated Series Supplements, the “Indenture”) between the Issuer and the Trustee.
SERIES 2009-1 SUPPLEMENT dated as of September 18, 2009 to THIRD AMENDED AND RESTATED BASE INDENTURE dated as of September 18, 2009Hertz Global Holdings Inc • November 6th, 2009 • Services-auto rental & leasing (no drivers) • New York
SERIES 2009-1 SUPPLEMENT dated as of September 18, 2009 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as the Bank of New York Trust Company, N.A.), a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
