The Hertz Corporation $700,000,000 5.875% Senior Notes due 2020 $500,000,000 6.250% Senior Notes due 2022 Exchange and Registration Rights AgreementCinelease, LLC • January 31st, 2013 • Services-auto rental & leasing (no drivers) • New York
HDTFS, Inc., a Delaware corporation (the “Escrow Issuer”), issued and sold upon the terms set forth in the Purchase Agreement (as defined herein) to Barclays Capital Inc. (“Barclays”), Deutsche Bank Securities Inc. (“DBSI”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”, together with Barclays and DBSI, the “Representatives” for the several Initial Purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”)) $700,000,000 aggregate principal amount of the Escrow Issuer’s 5.875% Senior Notes due 2020 (the “2020 Notes”) and $500,000,000 aggregate principal amount of the Escrow Issuer’s 6.250% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Notes”). Pursuant to a supplemental indenture, dated as of the date hereof (the “Supplemental Indenture”), by and among The Hertz Corporation, a Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as
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 IntermediaryCinelease, LLC • January 31st, 2013 • Services-auto rental & leasing (no drivers) • New York
SERIES 2013-1 SUPPLEMENT dated as of January 23, 2013 (“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 pursuant to Supplemental Indenture No. 1 thereto dated as of December 21, 2010, as further amended pursuant to Supplemental Indenture No. 2 thereto dated as of October 25, 2012, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AMENDMENT TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS AND CERTAIN NEW KEY EMPLOYEESChange in Control Severance Agreement • January 31st, 2013 • Cinelease, LLC • Services-auto rental & leasing (no drivers)
This amendment is made as of [ , 2012] by and between Hertz Global Holdings, Inc., a Delaware corporation, and [ ] to the Severance Agreement (this “Agreement”) dated as of [DATE] between such parties.
Third Supplemental IndentureThird Supplemental Indenture • January 31st, 2013 • Cinelease, LLC • Services-auto rental & leasing (no drivers) • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of November 19, 2012 (this “Supplemental Indenture”), among The Hertz Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as successor to the Predecessor Company (as defined below) (together with its respective successors and assigns, the “Successor Company” or the “Company”), Cinelease Holdings, Inc., Hertz Equipment Rental Corporation, Hertz Claim Management Corporation, HCM Marketing Corporation, Hertz Local Edition Corp., Hertz Local Edition Transporting, Inc., Hertz Global Services Corporation, Hertz System, Inc., Hertz Technologies, Inc., Hertz Transporting, Inc., Smartz Vehicle Rental Corporation and Hertz Entertainment Services Corporation, each a Delaware corporation, Hertz Car Sales, LLC. (f/k/a Brae Holding Corp.) and Simply Wheelz LLC, each a Delaware limited liability company, Donlen Corporation, an Illinois corporation, Cinelease, Inc., a Nevada corporation, and Cinelease, LLC, a Louisiana
ContractCinelease, LLC • January 31st, 2013 • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Amendment”) dated as of October 25, 2012, to the THIRD AMENDED AND RESTATED BASE INDENTURE, dated as of September 18, 2009 (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”), among 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., a national banking association, in its capacity as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF HERTZ CAR SALES LLCLimited Liability Company Agreement • January 31st, 2013 • Cinelease, LLC • Services-auto rental & leasing (no drivers) • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Hertz Car Sales LLC (the “Company”) is entered into by The Hertz Corporation, a Delaware corporation, as the sole member (the “Member”).
SECOND AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of October 25, 2012 to THIRD AMENDED AND RESTATED BASE INDENTURE dated as of September 18, 2009Cinelease, LLC • January 31st, 2013 • Services-auto rental & leasing (no drivers) • New York
SECOND AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of October 25, 2012 (“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., 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 by Supplemental Indenture No. 1 thereto, dated as of December 21, 2010, and by Supplemental Indenture No. 2, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
SECOND AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT (SERIES 2009-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES) dated as of October 25, 2012, among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Administrator, CERTAIN CONDUIT...Note Purchase Agreement • January 31st, 2013 • Cinelease, LLC • Services-auto rental & leasing (no drivers) • New York
THIS SECOND AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT, dated as of October 25, 2012 (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, in its capacity as administrator hereunder, 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,
