THIRD AMENDED AND RESTATED MASTER EXCHANGE AGREEMENTMaster Exchange Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This THIRD 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 November 25, 2013, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), DB SERVICES AMERICAS, 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”).
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 20th, 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”).
GROUP II ADMINISTRATION AGREEMENT Dated as of November 25, 2013 among HERTZ VEHICLE FINANCING II LP, as Issuer, THE HERTZ CORPORATION, as Group II Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeGroup Ii Administration Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
GROUP II 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 II 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 II Indenture (as hereinafter defined).
HERTZ VEHICLE FINANCING II LP, as Issuer, THE HERTZ CORPORATION, as Group II 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 • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2013-B SUPPLEMENT dated as of November 25, 2013 (“Series 2013-B 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 II Notes, the “Group II 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 capacity as adminis
BASE INDENTURE dated as of November 25, 2013 ______________________________ Rental Car Asset Backed Notes (Issuable in Series)Hertz Global Holdings Inc • March 20th, 2014 • Services-auto rental & leasing (no drivers) • New York
GROUP II SUPPLEMENT, dated as of November 25, 2013 (this “Group II 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 Base Indenture, dated as of November 25, 2013, 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”).
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 20th, 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 20th, 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:
ContractHertz Global Holdings Inc • March 20th, 2014 • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of November 20, 2012, to the SERIES 2011-2 SUPPLEMENT, dated as of October 26, 2011 (as amended prior to the date hereof, the “Series 2011-2 Supplement”), between RENTAL CAR FINANCE CORP., an Oklahoma corporation (“RCFC”), 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”), 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”).
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 • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2013-A SUPPLEMENT dated as of November 25, 2013 (“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 capacity as administr
as Trustee and Securities Intermediary _____________ THIRD AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of December 27, 2013 to FOURTH AMENDED AND RESTATED BASE INDENTURE dated as of November 25, 2013 ______________Hertz Global Holdings Inc • March 20th, 2014 • Services-auto rental & leasing (no drivers) • New York
THIRD AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of December 27, 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., 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 further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
SERIES 2010-3 ADMINISTRATION AGREEMENT Dated as of November 25, 2013 among RENTAL CAR FINANCE CORP., THE HERTZ CORPORATION, as Series 2010-3 Administrator, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeSeries 2010-3 Administration Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SERIES 2010-3 ADMINISTRATION AGREEMENT (this “Agreement”) dated as of November 25, 2013, among RENTAL CAR FINANCE CORP., a special purpose corporation established under the laws of Oklahoma (“RCFC”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as administrator (in such capacity, the “Series 2010-3 Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Amended and Restated Base Indenture, dated as of February 14, 2007, between RCFC and the Trustee (the “Base Indenture”).
HERTZ VEHICLE FINANCING LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ______________________________ FOURTH AMENDED AND RESTATED BASE INDENTURE Dated as of November 25, 2013 ______________________________ Rental Car...Collateral Agency Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
FOURTH AMENDED AND RESTATED BASE INDENTURE, dated as of November 25, 2013 between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“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 (in such capacity, the “Trustee”).
EXECUTION COPYHertz Global Holdings Inc • March 20th, 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 2010-1 Supplement, dated as of July 22, 2010 (as the same may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof, the “Series 2010-1 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.
Sixth Supplemental IndentureSixth Supplemental Indenture • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SIXTH 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 A
BASE INDENTURE dated as of November 25, 2013 ______________________________ Rental Car Asset Backed Notes (Issuable in Series)Collateral Agency Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
GROUP I SUPPLEMENT, dated as of November 25, 2013 (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 Base Indenture, dated as of November 25, 2013, 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”).
Sixth Supplemental IndentureSixth Supplemental Indenture • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SIXTH 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 A
FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor,Collateral Agency Agreement • March 20th, 2014 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS FOURTH AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of November 25, 2013 (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”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), DTG OPERATIONS, INC., an Oklahoma Corporation (“DTG Operations”), and THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), in each case as grantors, each other grantor that is added as a grantor pursuant to a Grantor Supplement substantially in the form of Exhibit B hereto (each such additional grantor, an “Additional Grantor” and, together with Hertz, HVF, DTG Operations and HGI, the “Grantors”), Hertz, as Collateral Servicer, any other party that from time to time executes a Financing Source and Beneficiary Supplement substantially in the form of Exhibit A hereto as a Financing Source, any ot
AMENDMENT NO. 1 (this “Amendment”), dated as of November 25, 2013, to the COLLATERAL ASSIGNMENT OF EXCHANGE AGREEMENT, dated as of October 28, 2010 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof,...Hertz Global Holdings Inc • March 20th, 2014 • Services-auto rental & leasing (no drivers) • New York
WHEREAS, RCFC is party to that certain Second Amended and Restated Note Purchase Agreement (Rental Car Asset Backed Variable Funding Notes, Series 2010-3), dated as of November 12, 2012 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, the “NPA”), by and among RCFC, Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), Deutsche Bank AG, New York Branch (in its capacity as administrative agent, the “Administrative Agent”), the entities from time to time party thereto as “Conduit Purchasers”, the entities from time to time party thereto as “Committed Purchasers” and the entities from time to time party thereto as “Managing Agents”;
