SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of August 1, 2006 between HERTZ VEHICLE FINANCING LLC as Lessor and THE HERTZ CORPORATION as Lessee and ServicerMaster Motor Vehicle Operating Lease and Servicing Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This Second Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of August 1, 2006, 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”).
AMENDED AND RESTATED ESCROW AGREEMENT dated as of January 26, 2007 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. andEscrow Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This AMENDED AND RESTATED ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of January 26, 2007, 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”).
SECOND 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, BNY MIDWEST TRUST COMPANY...Collateral Agency Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
THIS SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of January 26, 2007 (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 BNY MIDWEST TRUST COMPANY, an Illinois trust company (not in its individual capacity but solely as Trustee on behalf of the Noteholders under the Indenture), as a secured party (the “HVF Secured Party” and, together with the HGI Secured Party, the “Secured Parties”) and BNY MIDWEST TRUST COMPANY, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of January 26, 2007 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. and J.P. MORGAN PROPERTY HOLDINGS LLCMaster Exchange Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 26, 2007, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. MORGAN PROPERTY HOLDINGS LLC, a Delaware limited liability company (“Property Holdings”), 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”).
November 20, 2006Consulting Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Merrill Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Merrill Lynch Global Partners, Inc. (“Merrill”). The Merrill Consulting Agreement sets forth, among other things, the fees to be paid to Merrill by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Merrill or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merrill Consulting Agreement.
SUPPLEMENT TO SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among THE HERTZ CORPORATION, as grantor, GELCO CORPORATION d/b/a GE FLEET SERVICES, as secured party, and BNY MIDWEST TRUST COMPANY not in its individual capacity but solely as...Collateral Agency Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
THIS SUPPLEMENT TO THE SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of January 26, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among THE HERTZ CORPORATION, a Delaware corporation, as the grantor (the “Grantor”), GELCO CORPORATION d/b/a GE FLEET SERVICES, including in its capacity as Domestic Collateral Agent, as the secured party (the “Secured Party”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as collateral agent for the Secured Party (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED SERIES 2005-4 SUPPLEMENT dated as of August 1, 2006 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of August 1, 2006Amended and Restated Series Supplement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED SERIES 2005-4 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and 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”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
November 20, 2006 TC Group IV, L.L.C. c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington, DC 20004-2505 Tel: (202) 347-1818 Attention: Gregory Ledford Ladies and Gentleman:Consulting Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Carlyle Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and TC Group IV, L.L.C. (“Carlyle”). The Carlyle Consulting Agreement sets forth, among other things, the fees to be paid to Carlyle by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Carlyle or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Carlyle Consulting Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This Second Amendment to the Credit Agreement, dated as of October 31, 2006 (this “Amendment”), is entered into by and among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (“Puerto Ricancars”) (Puerto Ricancars together with the Parent Borrower, being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”); GELCO CORPORATION d.b.a. GE Fleet Services (“GE Fleet Services”), as administrative agent, collateral agent for Collateral owned by the Parent Borrower for the Lenders and collateral agent for Collateral owned by Puerto Ricancars for the Lenders (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”); and the Lenders (the “Lenders”) party to the Credit Agreement (as defined below).
ContractRegistration Rights Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This AMENDMENT NO. 1, dated as of November 20, 2006 (this “Amendment”), to the Registration Rights Agreement, dated as of December 21, 2005 (as it may be amended from time to time, the “Registration Rights Agreement”), by and among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.), a Delaware corporation (“Hertz Holdings”), and the stockholders of Hertz Holdings listed on the signature pages hereto (collectively, the “RRA Parties”), is entered into by and among the RRA Parties in accordance with Section 12(c) of the Registration Rights Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in, and all references to Articles and Sections herein are references to Articles and Sections of, the Registration Rights Agreement.
SECOND AMENDED AND RESTATED BASE INDENTURE Dated as of August 1, 2006Base Indenture • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
HERTZ GLOBAL HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of November 20, 2006Stockholders Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of November 20, 2006, among (i) HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof, and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This SECOND AMENDMENT, dated as of February 9, 2007 (this “Amendment”) is entered into among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent (the “Administrative Agent”), and the other parties signatory hereto.
November 20, 2006Consulting Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “CD&R Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Clayton, Dubilier & Rice, Inc. (“CD&R”). The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by CD&R or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
AMENDED AND RESTATED SERIES 2005-2 SUPPLEMENT dated as of August 1, 2006 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of August 1, 2006Amended and Restated Series Supplement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED SERIES 2005-2 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and 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”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
HERTZ VEHICLE FINANCING LLC, as Issuer and BNY MIDWEST TRUST COMPANY, as Trustee and Securities Intermediary SECOND AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT dated as of August 1, 2006 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of...Second Amended and Restated Series 2004-1 Supplement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
SECOND AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT dated as of August 1, 2006 (this “Series Supplement”), between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and 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”), and as securities intermediary, to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
This SECOND AMENDMENT, dated as of February 15, 2007 (this “Amendment”) is entered into among HERTZ EQUIPMENT RENTAL CORPORATION, a Delaware corporation (together with its successors and assigns, “HERC”), THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), MATTHEWS EQUIPMENT LIMITED, an Ontario corporation (“Matthews”), WESTERN SHUT-DOWN (1995) LIMITED, an Ontario corporation (“Western” and, together with HERC, the Parent Borrower and Matthews, the “Borrowers”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent (the “Administrative Agent”), DEUTSCHE BANK AG, CANADA BRANCH (“DBCB”), as Canadian agent (the “Canadian Agent”), and the other parties signatory hereto.
AMENDED AND RESTATED SERIES 2005-3 SUPPLEMENT dated as of August 1, 2006 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of August 1, 2006Amended and Restated Series Supplement • March 30th, 2007 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED SERIES 2005-3 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and 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”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
