PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware
This PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the participant section of the signature page hereof (the “Participant”).
RENTAL CAR FINANCE CORP., as Issuer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Securities Intermediary and HERTZ VEHICLE FINANCING II LP, as the Series 2010-3 Noteholder THIRD AMENDED AND RESTATED SERIES 2010-3 SUPPLEMENT dated as of...Hertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
SERIES 2010-3 SUPPLEMENT dated as of November 25, 2013 (“Series Supplement”) among, RENTAL CAR FINANCE CORP., a special purpose corporation established under the laws of Oklahoma (“RCFC”), HERTZ VEHICLE FINANCING II L.P., a special purpose limited partnership established under the laws of Delaware (“HVF II”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, 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 Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
Seventh Supplemental IndentureSeventh Supplemental Indenture • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 5, 2014 (this “Supplemental Indenture”), among Firefly Rent A Car LLC (the “Subsidiary Guarantor”), The Hertz Corporation, a corporation duly organized and existing under the laws of the State of Delaware (together with its respective successors and assigns, the “Company”), Hertz Car Sales LLC, Hertz Claim Management Corporation, HCM Marketing Corporation, Hertz Entertainment Services Corporation, Hertz Equipment Rental 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, Donlen Corporation, Cinelease Holdings, Inc., Cinelease, Inc., Cinelease, LLC, Dollar Thrifty Automotive Group, Inc., DTG Operations, Inc., Dollar Rent A Car, Inc., Thrifty, Inc., DTG Supply, Inc., Thrifty Car Sales, Inc., Thrifty Rent-A-Car System, Inc., TRAC Asia Pacific, Inc. and Thrifty Insurance
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 Noteholder SERIES 2013-G1 SUPPLEMENT dated as of November 25, 2013...Collateral Agency Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2013-G1 SUPPLEMENT dated as of November 25, 2013 (“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”).
MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT (Series 2013-G1) Dated as of November 25, 2013 among HERTZ VEHICLE FINANCING LLC as Lessor, THE HERTZ CORPORATION as a Lessee, Servicer and Guarantor, DTG OPERATIONS, INC., as a Lessee, and...Master Motor Vehicle Operating Lease and Servicing Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This 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 November 25, 2013, by and among:
PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware
This PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the participant section of the signature page hereof (the “Participant”).
SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This Second Amended and Restated Indemnification Agreement (as amended, modified or supplemented from time to time, the “Agreement”), dated as of September 18, 2009, among HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), HERTZ VEHICLES LLC, a Delaware limited liability company, HERTZ FUNDING CORP., a Delaware corporation (“HFC”), and THE HERTZ CORPORATION, a Delaware corporation (“Hertz” and in its capacity as nominee under the Hertz Nominee Agreement (as defined herein), the “Hertz Nominee”).
AMENDMENT NO. 3 TO MASTER EXCHANGE AND TRUST AGREEMENT, dated as of July 23, 2001, and previously amended April 23, 2010 and October 28, 2010 among RENTAL CAR FINANCE CORP., DTG OPERATIONS, INC., THRIFTY RENT-A-CAR SYSTEM, INC., DB LIKE-KIND EXCHANGE...Master Exchange and Trust Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This Amendment No. 3 to Master Exchange and Trust Agreement (this “Amendment”) is entered into as of December 3, 2013 by and between Rental Car Finance Corp., a special purpose Oklahoma corporation (“RCFC”), DTG Operations, Inc., an Oklahoma corporation (f/k/a Dollar Rent A Car Systems, Inc.) (“DTG Operations”), Thrifty Rent-A-Car System, Inc., an Oklahoma corporation (“Thrifty”), DB Like-Kind Exchange Services Corp., a Delaware corporation (“DBLKESC”), solely in its capacity as a member of VEXCO, LLC (as successor to Chicago Deferred Exchange Company LLC), VEXCO, LLC, a Delaware limited liability company wholly owned by DBLKESC (the “Qualified Intermediary”), and Deutsche Bank Trust Company Americas (“DBTCA” and, together with RCFC, DTG Operations, Thrifty, DBLKESC and the Qualified Intermediary, the “Parties”), as qualified trustee (as successor to Bank of America, N.A.).
AMENDMENT NO. 3 TO SERIES 2011-1 SUPPLEMENT dated as of November 20, 2012Hertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
This Amendment No. 3 to Series 2011-1 Supplement dated as of November 20, 2012 (“Amendment”), between Rental Car Finance Corp., an Oklahoma corporation (“RCFC”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”) (RCFC and the Trustee are collectively referred to herein as the “Parties”).
EXECUTION COPYHertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of November 25, 2013, 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 (in such capacity, the “Trustee”) to the Series 2013-1 Supplement, dated as of January 23, 2013 (as the same may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof, the “Series 2013-1 Supplement”), between HVF and the Trustee, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), between HVF and the Trustee.
SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT (Group VII) Dated as of November 25, 2013 among RENTAL CAR FINANCE CORP. as Lessor, DTG OPERATIONS INC., as a Lessee and Servicer, DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. as...Vehicle Lease and Servicing Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This Second Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (Group VII) (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “Agreement”), dated as of November 25, 2013, by and among:
ContractLease and Servicing Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of November 25, 2013, to the THIRD AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT, dated as of September 18, 2009 (as amended by Amendment No.1 thereto, dated as of December 21, 2010, the “HVF Lease”), between THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), in its capacity as lessee (the “Lessee”) and in its capacity as servicer (the “Servicer”), and HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), in its capacity as lessor (the “Lessor”).
EXECUTION COPYHertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of March 8, 2013, 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 (in such capacity, the “Trustee”) to the Series 2011-1 Supplement, dated as of June 16, 2011 (as amended, modified, restated or supplemented from time to time, the “Series 2011-1 Supplement”), between HVF and the Trustee, to the Third Amended and Restated Base Indenture, dated as of September 18, 2009 (as supplemented by Supplemental Indenture No. 1 thereto, dated as of December 21, 2010, and Supplemental Indenture No. 2 thereto, dated as of October 25, 2012, as the same may be supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), between HVF and the Trustee.
THIRD AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT (SERIES 2009-1 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES) dated as of December 27, 2013, among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Administrator, CERTAIN CONDUIT...Note Purchase Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
EXECUTION COPYHertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of November 25, 2013, 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 (in such capacity, the “Trustee”) to the Amended and Restated Series 2009-2 Supplement, dated as of June 18, 2010 (as the same may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof, the “Series 2009-2 Supplement”), between HVF and the Trustee, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), between HVF and the Trustee.
GROUP I ADMINISTRATION AGREEMENT Dated as of November 25, 2013 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 • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
GROUP I ADMINISTRATION AGREEMENT dated as of November 25, 2013, 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).
EXECUTION COPYHertz Global Holdings Inc • March 19th, 2014 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of November 25, 2013, 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 (in such capacity, the “Trustee”) to the Series 2011-1 Supplement, dated as of June 16, 2011 (as supplemented by Amendment No. 1, dated as of March 8, 2013, as the same may be further amended, modified, restated or supplemented from time to time in accordance with the terms thereof, the “Series 2011-1 Supplement”), between HVF and the Trustee, to the Fourth Amended and Restated Base Indenture, dated as of November 25, 2013 (as the same may be supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), between HVF and the Trustee.
THIRD AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This THIRD 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 November 25, 2013, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), Deutsche Bank Trust Company Americas, 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”).
MASTER PURCHASE AND SALE AGREEMENTMaster Purchase and Sale Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
HERTZ VEHICLE FINANCING II LP, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ______________________________ BASE INDENTURE Dated as of November 25, 2013 ______________________________ Rental Car Asset Backed Notes (Issuable...Collateral Agency Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
BASE INDENTURE, dated as of November 25, 2013, 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”).
SERIES 2013-G1 ADMINISTRATION AGREEMENT Dated as of November 25, 2013 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 TrusteeSeries 2013-G1 Administration Agreement • March 19th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2013-G1 ADMINISTRATION AGREEMENT (this “Agreement”) dated as of November 25, 2013, 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”).
