SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
CREDIT AGREEMENT, dated as of March 11, 2011, 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”), the Canadian Borrowers (as hereinafter defined) (the Canadian Borrowers together with HERC and the Parent Borrower, being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent and collateral agent for the Lenders hereunder (in such respective capacities, the “Administrative Agent” and the “Collateral Agent”), DEUTSCHE BANK AG CANADA BRANCH (“DBCB”), as Canadian agent and as Canadian collateral agent for the Lenders hereunder (in such respective capaci
EXTENSION OF WAIVER AND CONSENTHertz Corp • November 4th, 2014 • Services-auto rental & leasing (no drivers) • New York
EXTENSION OF WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of June 12, 2014 (this “Consent Extension”), among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), HERTZ EQUIPMENT RENTAL CORPORATION (“HERC”), the Canadian Borrowers (as defined in the Credit Agreement) parties hereto, the several banks and financial institutions parties hereto as Lenders, the Administrative Agent (as defined below) and the Canadian Agent (as defined below).
AMENDMENT OF WAIVER AND CONSENTWaiver and Consent • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDMENT OF WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of September 24, 2014 (this “Amendment”), among THE HERTZ CORPORATION, a Delaware corporation (the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (“Puerto Ricancars” and, together with the Parent Borrower, the “Borrowers”), GELCO Corporation d/b/a GE Fleet Services (“GELCO”), as administrative agent, domestic collateral agent and PRUSVI collateral agent under the Credit Agreement referred to below (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”), and the other parties signatory hereto.
HERTZ VEHICLE FINANCING II LP, as Issuer, THE HERTZ CORPORATION, as Group I Administrator, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, CERTAIN COMMITTED NOTE PURCHASERS, CERTAIN CONDUIT INVESTORS, CERTAIN FUNDING AGENTS FOR THE...Assignment and Assumption Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2014-A SUPPLEMENT dated as of October 31, 2014 (“Series 2014-A Supplement”) between HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership established under the laws of Delaware (“HVF II”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator with respect to the Group I Notes, the “Group I Administrator”), the several financial institutions that serve as committed note purchasers set forth on Schedule II hereto (each a “Committed Note Purchaser”), the several commercial paper conduits listed on Schedule II hereto (each a “Conduit Investor”), 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 Schedule II hereto (the “Funding Agent” with respect to such Conduit Investor or Committed Note Purchaser), Deutsche Bank AG, New York Branch, in its c
AMENDED AND RESTATED GROUP I SUPPLEMENT dated as of October 31, 2014 to AMENDED AND RESTATED BASE INDENTURE dated as of October 31, 2014Vehicle Title Nominee Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED GROUP I SUPPLEMENT, dated as of October 31, 2014 (this “Group I Supplement”), between HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership established under the laws of Delaware, as issuer (“HVF II”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary (in such capacity, the “Securities Intermediary”) to the Amended and Restated Base Indenture, dated as of October 31, 2014, between HVF II and the Trustee (as amended, modified or supplemented from time to time, exclusive of Group Supplements and Series Supplements, the “Base Indenture”).
INCREASE SUPPLEMENTIncrease Supplement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This INCREASE SUPPLEMENT, dated as of October 31, 2014 (this “Agreement”), is by and among each Lender or Additional Commitment Lender named on the signature pages hereto (each, an “Increased Tranche B Lender” and, collectively, the “Increased Tranche B Lenders”) and THE HERTZ CORPORATION, a Delaware corporation (the “Parent Borrower”).
HERTZ VEHICLE FINANCING II LP, as Issuer, THE HERTZ CORPORATION, as Group I Administrator, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, CERTAIN COMMITTED NOTE PURCHASERS, CERTAIN CONDUIT INVESTORS, CERTAIN FUNDING AGENTS FOR THE...Assignment and Assumption Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2013-A SUPPLEMENT dated as of October 31, 2014 (“Series 2013-A Supplement”) between HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership established under the laws of Delaware (“HVF II”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator with respect to the Group I Notes, the “Group I Administrator”), the several financial institutions that serve as committed note purchasers set forth on Schedule II hereto (each a “Committed Note Purchaser”), the several commercial paper conduits listed on Schedule II hereto (each a “Conduit Investor”), 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 Schedule II hereto (the “Funding Agent” with respect to such Conduit Investor or Committed Note Purchaser), Deutsche Bank AG, New York Branch, in its c
AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT (Series 2013-G1) Dated as of October 31, 2014 among HERTZ VEHICLE FINANCING LLC as Lessor, THE HERTZ CORPORATION as a Lessee, Servicer and Guarantor, DTG OPERATIONS,...Master Motor Vehicle Operating Lease and Servicing Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (Series 2013-G1) (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “Agreement”), dated as of October 31, 2014, by and among:
WAIVER AND CONSENTWaiver and Consent • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of October 31, 2014 (this “Consent”), among THE HERTZ CORPORATION, a Delaware corporation (the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (“Puerto Ricancars” and, together with the Parent Borrower, the “Borrowers”), GELCO Corporation d/b/a GE Fleet Services (“GELCO”), as administrative agent, domestic collateral agent and PRUSVI collateral agent under the Credit Agreement referred to below (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”), and the other parties signatory hereto.
EXTENSION OF WAIVER AND CONSENTHertz Corp • November 4th, 2014 • Services-auto rental & leasing (no drivers) • New York
EXTENSION OF WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of June 12, 2014 (this “Consent Extension”), among THE HERTZ CORPORATION, a Delaware corporation (the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (“Puerto Ricancars” and, together with the Parent Borrower, the “Borrowers”), GELCO Corporation d/b/a GE Fleet Services (“GELCO”), as administrative agent, domestic collateral agent and PRUSVI collateral agent under the Credit Agreement referred to below (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”), and the other parties signatory hereto.
WAIVER AND CONSENTWaiver and Consent • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WHEREAS, HVF II is party to that certain Series 2013-A Supplement, dated as of November 25, 2013 (the “Series 2013-A Supplement”), by and among HVF II, The Bank of New York Mellon Trust Company, N.A., Hertz, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, and those certain conduit investors, committed note purchasers and funding agents from time to time party thereto;
WAIVER AGREEMENTWaiver Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WAIVER AGREEMENT, dated as of July 18, 2014 (this “Waiver Agreement”), among Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), DTG Operations, Inc., an Oklahoma corporation (“DTG”), The Hertz Corporation, a Delaware corporation (“Hertz”), and acknowledged and agreed to by Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) and Master Collateral Agent (the “Master Collateral Agent”). Reference is made to (i) that certain Amended and Restated Base Indenture, dated as of February 14, 2007 (as amended prior to the date hereof, the “Base Indenture”), between RCFC and the Trustee, (ii) that certain Series 2011-1 Supplement, dated as of July 28, 2011 (as amended prior to the date hereof, the “Series 2011-1 Supplement”, and together with the Base Indenture, the “Indenture”), and (iii) that certain Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of July 28, 201
AMENDED AND RESTATED SERIES 2013-G1 ADMINISTRATION AGREEMENT Dated as of October 31, 2014 among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Series 2013-G1 Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeAdministration Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2013-G1 ADMINISTRATION AGREEMENT (this “Agreement”) dated as of October 31, 2014, among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as administrator (in such capacity, the “Series 2013-G1 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 Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between HVF and the Trustee (the “Base Indenture”).
WAIVER AGREEMENTWaiver Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WAIVER AGREEMENT, dated as of July 18, 2014 (this “Waiver Agreement”), between Hertz Vehicle Financing LLC, a special purpose Delaware limited liability company (“HVF”), and The Hertz Corporation, a Delaware corporation (“Hertz”), and acknowledged and agreed to by The Bank of New York Mellon Trust Company, N.A., (the “Trustee”). Reference is made to that certain Third Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of September 18, 2009 (as amended prior to the date hereof, the “Lease”), between HVF, as Lessor, and Hertz, as Lessee and Servicer. Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Lease.
EXTENSION OF WAIVER AND CONSENTHertz Corp • November 4th, 2014 • Services-auto rental & leasing (no drivers) • New York
WHEREAS, HVF II is party to that certain Series 2013-A Supplement, dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified, including pursuant to the Waiver and Consent referred to below, from time to time, the “Series 2013-A Supplement”), by and among HVF II, The Bank of New York Mellon Trust Company, N.A., Hertz, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, and those certain conduit investors, committed note purchasers and funding agents from time to time party thereto;
AMENDED AND RESTATED GROUP I ADMINISTRATION AGREEMENT Dated as of October 31, 2014 among HERTZ VEHICLE FINANCING II LP, as Issuer, THE HERTZ CORPORATION, as Group I Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeGroup I Administration Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED GROUP I ADMINISTRATION AGREEMENT dated as of October 31, 2014, among HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership formed under the laws of Delaware (the “Issuer”), THE HERTZ CORPORATION, a Delaware corporation, as administrator (the “Group I Administrator”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Trustee”) under the Group I Indenture (as hereinafter defined).
LENDER JOINDER AGREEMENTLender Joinder Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
THIS LENDER JOINDER AGREEMENT, dated as of October 31, 2014 (this “Agreement”), by and among SUNTRUST BANK, ROYAL BANK OF CANADA AND ING CAPITAL LLC (each an “Additional Commitment Lender” and collectively the “Additional Commitment Lenders”), THE HERTZ CORPORATION, a Delaware corporation (the “Parent Borrower”) DEUTSCHE BANK AG NEW YORK BRANCH, BANK OF AMERICA N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, each an issuing lender (an “Issuing Lender” and collectively the “Issuing Lenders” ), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as swing line lender (the “Swing Line Lender”), and DBNY, as administrative agent for the Lenders (the “Administrative Agent”).
HERTZ VEHICLE FINANCING LLC, as Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary and HERTZ VEHICLE FINANCING II LP, as the Series 2013-G1 NoteholderVehicle Title Nominee Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2013-G1 SUPPLEMENT dated as of October 31, 2014 (“Series Supplement”) among, HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership established under the laws of Delaware (“HVF II”) 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 Fourth Amended and Restated Base Indenture, dated as of November 25, 2013, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
WAIVER, AMENDMENT AND CONSENTHertz Corp • November 4th, 2014 • Services-auto rental & leasing (no drivers) • New York
WAIVER, AMENDMENT AND CONSENT under the various documents referred to below, dated as of October 31, 2014 (this “Consent”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING II LP, a special purpose Delaware limited partnership (“HVF II”), HERTZ VEHICLE FINANCING LLC, a special purpose Delaware limited liability company (“HVF”), RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation (“RCFC”), DTG OPERATIONS, INC., an Oklahoma corporation (“DTG Operations”), each party identified on the signature pages attached hereto as a Conduit Investor, each party identified on the signature pages attached hereto as a Committed Note Purchaser, each party identified on the signature pages attached hereto as a Funding Agent (such Conduit Investors, Committed Note Purchasers and Funding Agents, collectively, the “Lenders”) and The Bank of New York Mellon Trust Company, N.A. (“BNY”), as Trustee.
AMENDED AND RESTATED BASE INDENTURE Dated as of October 31, 2014Collateral Agency Agreement • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED BASE INDENTURE, dated as of October 31, 2014, between HERTZ VEHICLE FINANCING II LP, a special purpose limited partnership established under the laws of Delaware, as issuer (“HVF II”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
The Hertz Corporation Hertz Equipment Rental CorporationHertz Corp • November 4th, 2014 • Services-auto rental & leasing (no drivers) • New York
Reference is hereby made to the Credit Agreement, dated as of March 11, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrowers, the several banks and other financial institutions from time to time parties thereto (the “Lenders”), the Administrative Agent, DBNY as collateral agent for the Lenders, DEUTSCHE BANK AG CANADA BRANCH, as Canadian agent and Canadian collateral agent for the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent for the Lenders and the other parties thereto (capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement).
WAIVER AND CONSENTWaiver and Consent • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of May 16, 2014 (this “Consent”), among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (together with its successors and assigns, “Puerto Ricancars” and, together with the Parent Borrower, the “Borrowers”), GELCO Corporation d/b/a GE Fleet Services (“GELCO”), as administrative agent, domestic collateral agent and PRUSVI collateral agent under the Credit Agreement referred to below (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”), and the other parties signatory hereto.
WAIVER AND CONSENTWaiver and Consent • November 4th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of May 16, 2014 (this “Consent”), among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), HERTZ EQUIPMENT RENTAL CORPORATION (“HERC”), the Canadian Borrowers (as defined in the Credit Agreement) parties hereto, the several banks and financial institutions parties hereto as Lenders and the Administrative Agent (as defined below).
