Exhibit 4.7.13


 


EXECUTION
VERSION


 


FIFTH AMENDMENT 
  TO 

CREDIT AGREEMENT


 


This
FIFTH AMENDMENT, dated as of September 17,
2010 (this “Fifth Amendment”),
is entered into among THE HERTZ CORPORATION, a Delaware corporation (together
with its successors and assigns, the “Parent Borrower”), HERTZ EQUIPMENT RENTAL CORPORATION, a
Delaware corporation (together with its successors and assigns, “HERC”),
MATTHEWS EQUIPMENT LIMITED, an Ontario corporation (“Matthews”), WESTERN
SHUT-DOWN (1995) LIMITED, an Ontario corporation (“Western”), HERTZ
CANADA EQUIPMENT RENTAL PARTNERSHIP, an Ontario general partnership (together
with Matthews and Western and each of their respective successors and assigns,
the “Canadian Borrowers,” the Canadian Borrowers together with HERC and
the Parent Borrower, 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.


 


W I T N E S S E T H :


 


WHEREAS, the Borrowers have entered into that
certain Credit Agreement, dated as of December 21, 2005 (as amended,
amended and restated, supplemented or otherwise modified (including as amended
by that certain Amendment to Credit Agreement, dated as of June 30, 2006,
that certain Second Amendment to Credit Agreement, dated as of February 15,
2007, that certain Third Amendment to Credit Agreement, dated as of May 23,
2007 and that certain Fourth Amendment to Credit Agreement, dated as of September 30,
2007), the “Credit Agreement”) among the Borrowers, the Lenders from
time to time party thereto, DBNY, as Administrative Agent and Collateral
Agent, DBCB, as Canadian Agent, and Canadian Collateral Agent, Lehman
Commercial Paper Inc., as syndication agent, and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner and Smith Incorporated, as documentation agent;


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrowers on the terms and conditions set forth in the Credit Agreement; and


 


WHEREAS,
the Borrowers, the Administrative Agent, the Canadian Agent and the Lenders
have agreed to amend certain provisions of the Credit Agreement on the terms
and conditions contained herein.


 


NOW,
THEREFORE, it is agreed as follows:


 


ARTICLE 1


 


Definitions


 


Section 1.1            Defined Terms.  Terms defined in the Credit Agreement and
used herein shall have the meanings assigned to such terms in the Credit
Agreement, unless otherwise defined herein or the context otherwise requires.


 

















 


ARTICLE 2


 


Amendments


 


As of the Fifth Amendment Effective
Date (as defined in Article 3 hereof), the Credit Agreement is hereby
amended as set forth in this Article Two.


 


Section 2.1            Amendments to Section 1 of the Credit Agreement.   (a)  Subsection
1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in
such subsection the following definitions in the appropriate alphabetical
order:


 


“Advantage Business”: as of any
date of determination, that certain business unit comprising the assets,
business lines and locations acquired from Advantage Rent A Car by the Parent
Borrower and its Subsidiaries on or around April 2, 2009, and all
subsequent modifications, improvements, additions and extensions to such
assets, business lines and locations, operated by the Parent Borrower and its
Subsidiaries at such date as the Advantage Rent A Car business unit.


 


“DTAG
Acquisition”: the acquisition by the Parent Borrower, directly and/or
indirectly through one or more of its Affiliates, of all of the outstanding
capital stock or all or substantially all of the assets of Dollar Thrifty
Automotive Group, Inc. and/or its Subsidiaries.


 


“Regulated Subsidiary”:  AmeriGuard Risk Retention
Group, Inc. (if it
becomes a Subsidiary of the Parent Borrower through the DTAG Acquisition).


 


(b)           Subsection 1.1 of the Credit Agreement is hereby further
amended by, in the definition of “Designated Foreign Currencies” adding “and,
solely with respect to U.S. Facility Letters of Credit, Australian dollars”
immediately before the period at the end of such definition.


 


(c)           Subsection 1.1 of the Credit Agreement is hereby further
amended by, in the definition of “Guarantors,” (i) deleting the word “and”
before “(e) Hertz Vehicle Sales Corporation”
and inserting “,” in lieu there of and (ii) inserting “and (f) the
Regulated Subsidiary” immediately after “(e) Hertz Vehicle Sales
Corporation”.


 


(d)           Subsection 1.1 of the Credit Agreement is hereby further
amended by, in the definition of “Recovery Event,” inserting “or the Regulated
Subsidiary” immediately after “(other than Special Purpose
Subsidiaries” in each place where such phrase occurs in such definition.


 


(e)           Subsection 1.1 of the Credit Agreement is hereby further
amended by, in the definition of “U.S. Subsidiary Guarantor,” inserting “the
Regulated Subsidiary,” immediately after “(other than any Special Purpose
Subsidiary,”.


 


Section 2.2.           Amendment to Section 3.1 of the Credit
Agreement.  Subsection
3.1(a) of the Credit Agreement is hereby amended by deleting “$200,000,000”
where it appears in such subsection 3.1(a) and inserting in lieu thereof “$600,000,000”.


 


2

















 


Section 2.3.           Amendment to Section 3.4 of the Credit
Agreement.  Subsection
3.4 of the Credit Agreement is hereby amended by inserting a new paragraph (d) at
the end of such subsection as follows:


 


“(d) 
       For the avoidance of
doubt, the Dollar Equivalent of any U.S. Facility L/C Obligations
denominated in Australian Dollars shall be calculated from time to time in
accordance with the applicable provisions of the definition of “U.S. Facility
L/C Obligations”, and any reimbursement payments required to be made in
accordance with subsection 3.4(a) by the L/C Participants in respect of
any such U.S. Facility L/C Obligations shall be made in Dollars as calculated
by the relevant Issuing Lender in accordance with subsection 3.5(a).”


 


Section 2.4.           Amendment to Section 3.5 of the Credit
Agreement.  Subsection
3.5(a) of the Credit Agreement is hereby amended by deleting the phrase “(except
that, in the case of any Letter of Credit denominated in any Designated Foreign
Currency, in the event that such payment is not made to such Issuing Lender
within three Business Days of the date of receipt by such Borrower of such
notice, upon notice by such Issuing Lender to such Borrower, such payment shall
be made in Dollars, in an amount equal to the Dollar Equivalent of the amount
of such payment converted on the date of such notice into Dollars at the Spot
Rate of Exchange on such date)” and inserting in lieu thereof “(except that, (i) in
the case of any Letter of Credit denominated in Australian Dollars or (ii) in
the event that such payment is not made to such Issuing Lender within three
Business Days of the date of receipt by such Borrower of such notice, upon
notice by such Issuing Lender to such Borrower, in the case of any Letters of
Credit denominated in any other Designated Foreign Currency, then such payment
(in the case of either of the foregoing clauses (i) or (ii)) shall be made
in Dollars, in an amount equal to the Dollar Equivalent of the amount of such
payment converted on the date of such notice into Dollars at the Spot Rate of
Exchange on such date)”.


 


Section 2.5.           Amendment to Section 4.4 of the Credit Agreement.  Subsection 4.4(b) of
the Credit Agreement is hereby amended by inserting “or the Regulated
Subsidiary” immediately after “(other than any Special Purpose Subsidiary”.


 


Section 2.6.           Amendment to Section 7.9 of the Credit Agreement.  Subsections 7.9(b) and
7.9(c) of the Credit Agreement are hereby amended by inserting “, the
Regulated Subsidiary” after “(other than a Special Purpose Subsidiary” and
after “(other than Special Purpose Subsidiaries” each time either such phrase
occurs in such subsections.


 


Section 2.7.           Amendment to Section 8.2
of the Credit Agreement. 
Subsection 8.2 of the Credit Agreement is hereby amended by (i) deleting
the word “and” at the end of clause (v), (ii) deleting the period at the
end of clause (w) thereof and inserting “; and” in lieu thereof and (iii) adding
a new clause (x) to subsection 8.2 as follows: “(x) other
Indebtedness, provided that an amount equal to the Net Cash Proceeds in
respect of such Indebtedness shall be applied within 270 days of the incurrence
thereof, at the Parent Borrower’s option to (x) consummate any acquisition
permitted by subsection 8.10 and/or (y) pay, prepay, repurchase or redeem
any other Indebtedness of the Parent Borrower or any of its Subsidiaries
incurred pursuant to any other clause of this subsection 8.2 (including without
limitation any Existing Notes, any New Notes,


 


3

















 


the
Loans or Senior Term Loans), including any interest and premium (including any
prepayment penalties) thereon plus other amounts paid and fees and expenses
incurred in connection with such payment, prepayment, repurchase or redemption,
provided further that in the case of this clause (y) such refinancing
Indebtedness has an Average Life equal to or greater than the Average Life of
the Indebtedness being refinanced, or, if the Average Life of such refinancing
Indebtedness is less than the Average Life of the Indebtedness being
refinanced, then such refinancing Indebtedness shall (i) have a maturity
date that is no earlier than the date that is 91 days after the Termination
Date (such date, the “Earliest Refinancing Maturity Date”) and (ii) not
provide for scheduled principal repayments of such Indebtedness in an aggregate
amount greater than the aggregate amount of scheduled principal repayments of
the Indebtedness being so refinanced, in each case during the period commencing
on the date of incurrence of such refinancing Indebtedness and ending on the
day immediately preceding the Earliest Refinancing Maturity Date.”


 


Section 2.8.           Amendment to Section 8.6
of the Credit Agreement. 
Subsection 8.6 of the Credit Agreement is hereby amended by (i) deleting
the word “and” at the end of clause (j) and inserting “;” in lieu thereof;
(ii) deleting the period at the end of clause (k) and inserting “;
and” in lieu thereof and (iii) inserting a new clause (l) as
follows:  “(l) in connection with
the DTAG Acquisition, the sale or other Disposition of any Capital Stock or
other property or assets constituting all or any part of the Advantage
Business.”


 


Section 2.9.           Amendment to Section 8.8
of the Credit Agreement. 
Subsection 8.8 of the Credit Agreement is hereby amended by deleting the
comma immediately after “any Special Purpose Subsidiaries” and inserting in
lieu thereof “ or the Regulated Entity,”.


 


Section 2.10.         Amendment to Section 8.16
of the Credit Agreement. 
Subsection 8.16 of the Credit Agreement is hereby amended by inserting “, the Regulated Subsidiary” immediately after “(other than
any Special Purpose Subsidiaries”.


 


Section 2.11.         Amendment to Schedule B of the Credit Agreement.  Schedule B of the Credit Agreement is hereby
amended by adding “Australian dollars” to the column headed “Currency” and “Melbourne”
to the column headed “Principal Financial Center” immediately opposite “Australian
dollars.”


 


ARTICLE 3


 


Miscellaneous


 


Section 3.1            Conditions to
Effectiveness.  This Fifth Amendment shall become effective as of the
date (the “Fifth Amendment
Effective Date”) on which:


 


(a)           Amendment.  The Administrative Agent shall have received
this Fifth Amendment,
executed and delivered by a duly authorized officer of the Borrowers, Deutsche
Bank AG New York Branch, as the U.S. Facility Issuing Lender and the requisite
Lenders set forth in Section 11.1 of the Credit Agreement;


 


4

















 


(b)           Acknowledgment and
Confirmation.  The
Administrative Agent shall have received (i) an Acknowledgment and
Confirmation, substantially in the form of Exhibit A hereto (the “U.S.
Consent”), executed and delivered by an authorized officer of each
Guarantor party to the U.S. Guarantee and Collateral Agreement, and (ii) an
Acknowledgment and Confirmation, substantially in the form of Exhibit B
hereto (the “Canadian Consent”) executed and delivered by an authorized
officer of each Guarantor party to the Canadian Guarantee and Collateral
Agreement;


 


(c)           Legal Opinion.  The Administrative Agent shall have received a favorable written opinion
of counsel to the Parent Borrower (i) dated the Fifth Amendment Effective
Date, (ii) addressed to the Administrative Agent and the Lenders and
(iii) in form and substance reasonably satisfactory to the Administrative
Agent; and


 


(d)           Fees and Expenses.  Parent 
Borrower shall have paid or caused to be paid to the Administrative Agent
all fees payable to the Administrative Agent or the Lenders then due (or due
upon the effectiveness of the Fifth Amendment) in
connection with the transactions contemplated by this Fifth Amendment.


 


The
Administrative Agent shall give prompt notice in writing to the Parent Borrower
of the occurrence of the Fifth Amendment
Effective Date.


 


Section 3.2            Representations and
Warranties.   On the Fifth Amendment Effective Date (both before and
after giving effect to the Fifth Amendment),
the Borrowers hereby represent and warrant that: (a) each of the
representations and warranties made by any Loan Party pursuant to this Fifth
Amendment or any other Loan Document (or in any amendment, modification or
supplement thereto) to which it is a party, and each of the representations and
warranties contained in any certificate furnished at any time by or on behalf
of any Loan Party pursuant to this Fifth Amendment or any other Loan Document
shall, except to the extent that they relate to a particular date, be true and correct
in all material respects on and as of such date as if made on and as of such
date, (b) as of the date hereof, the Borrowers have the corporate power
and authority, and the legal right, to enter into and perform this Fifth Amendment, (c) the execution, delivery
and performance of this Fifth Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrowers, (d)  the execution and delivery by the Borrowers of this Fifth Amendment, and performance by the Borrowers
of the Credit Agreement as amended hereby, will not (1) violate any
Requirement of Law or Contractual Obligation of such Loan Party in any respect
that would reasonably be expected to have a Material Adverse Effect, or (2) result
in, or require, the creation or imposition of any Lien (other than any Lien
permitted by subsection 8.3 of the Credit Agreement) on any of its properties
or revenues pursuant to any such Requirement of Law or Contractual Obligation, (e) this
Fifth Amendment
constitutes a legal, valid and binding obligation of the Borrowers, enforceable
against the Borrowers in accordance with its terms, except as enforceability
may be limited by applicable domestic or foreign bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law), (f) the U.S.
Consent and the Canadian Consent, when executed and delivered by each Guarantor
party to the U.S. Guarantee and Collateral Agreement or Canadian Guarantee and
Collateral Agreement, as applicable, will constitute a legal, valid and binding
obligation of such Guarantor, enforceable against such


 


5

















 


Guarantor
in accordance with its terms, except as enforceability may be limited by
applicable domestic or foreign bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law), and (g) on the Fifth Amendment Effective Date (both before and
after giving effect to the Fifth Amendment), no
Default or Event of Default has occurred and is continuing.


 


Section 3.3            Severability.  Any provision of this Fifth Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


 


Section 3.4            Continuing Effect; No Other Waivers or
Amendments.  This Fifth Amendment shall not constitute an amendment
to or waiver of any provision of the Credit Agreement and the other Loan
Documents except as expressly stated herein and shall not be construed as a
consent to any action on the part of the Parent Borrower, or any other Subsidiary
of the Parent Borrower that would require an amendment, waiver or consent of
the Administrative Agent or the Lenders except as expressly stated herein.  Except as expressly amended or waived hereby,
the provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect in accordance with their terms.  For the avoidance of doubt, this Fifth
Amendment shall not constitute an amendment, modification or waiver of any
provision of any Letter of Credit or any L/C Obligation outstanding on the
date hereof.  On and after the Fifth Amendment Effective Date, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import, and each reference in the Notes to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended hereby, and
this Fifth Amendment and
the Credit Agreement shall be read together and construed as a single
instrument.


 


Section 3.5            Counterparts.  This Fifth Amendment may
be executed in any number of separate counterparts by the parties hereto
(including by telecopy or via electronic mail), each of which counterparts when
so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.


 


Section 3.6            Payment of Fees and
Expenses. The Parent Borrower agrees to pay or reimburse the
Administrative Agent for (1) all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Fifth Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, and (2) the reasonable fees, charges and
disbursements of Latham & Watkins LLP, as counsel to the
Administrative Agent.


 


Section 3.7            GOVERNING LAW.  THIS FIFTH AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


* * *


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Credit Agreement to be executed
and delivered by their respective duly authorized officers as of the date first
above written.


 


	
   

  	
  HERTZ
  EQUIPMENT RENTAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MATTHEWS
  EQUIPMENT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTERN
  SHUT-DOWN (1995) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ
  CANADA EQUIPMENT RENTAL PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:
  MATTHEWS EQUIPMENT LIMITED, its managing partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  



 


 


[Hertz —
ABL—Fifth Amendment]


 

















 




	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  
	
   

  	
  as Administrative Agent, U.S.
  Facility Issuing 

  Lender and Lender,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  
	
   

  	
   

  	
  Name:
  Marguerite Sutton

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Landaeta

  
	
   

  	
   

  	
  Name:
  Enrique Landaeta

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG, CANADA BRANCH

  
	
   

  	
  as
  Canadian Agent and Lender,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rod O’Hara

  
	
   

  	
   

  	
  Name: Rod O’Hara

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marcellus Leung

  
	
   

  	
   

  	
  Name: Marcellus Leung

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  






 


 


[Hertz — ABL—Fifth Amendment]


 

















 


LENDERS:


 


	
   

  	
  By
  signing below, you have indicated your 

  consent to the Fifth Amendment to
  Credit 

  Agreement

  
	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[This
Amendment was executed by authorized signatories of 32 Lender Institutions]


 


 


[Hertz —
ABL—Fifth Amendment]


 






 










 


EXHIBIT A

TO FIFTH AMENDMENT


 


FORM OF ACKNOWLEDGMENT AND CONFIRMATION


 


1.             Reference is made to the Fifth Amendment to Credit Agreement, dated as of September 17,
2010 (the “Fifth Amendment”), among the
Borrowers, the Administrative Agent, the Canadian Agent, the U.S. Facility
Issuing Lender and the Lenders from time to time party thereto.


 


2.             Certain provisions of the
Credit Agreement are being amended pursuant to the Fifth
Amendment.  Each of the undersigned is a
Guarantor of the Borrower Obligations of each Borrower pursuant to the U.S.
Guarantee and Collateral Agreement (as defined in the Credit Agreement) and
hereby


 


(a)           consents to the foregoing Fifth Amendment,


 


(b)           acknowledges that,
notwithstanding the execution and delivery of the foregoing Fifth Amendment, the Guarantor Obligations of such
Guarantor are not impaired or affected and all guaranties made by such
Guarantor pursuant to the U.S. Guarantee and Collateral Agreement and all Liens
granted by such Guarantor as security for the Guarantor Obligations of such
Guarantor pursuant to the U.S. Guarantee and Collateral Agreement continue in
full force and effect; and


 


(c)           confirms and ratifies its
obligations under each of the Loan Documents executed by it.  Capitalized terms used herein without definition
shall have the meanings given to such terms in the Fifth Amendment to which
this U.S. Consent is attached or in the Credit Agreement referred to therein or
in the U.S. Guarantee and Collateral Agreement, as applicable.


 


3.             THIS ACKNOWLEDGMENT AND CONFIRMATION
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


4.             This Acknowledgment and
Confirmation may be executed by one or more of the parties hereto on any number
of separate counterparts (including by telecopy or electronic mail), and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.


 


[rest of page intentionally left blank]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and
Confirmation to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


	
   

  	
  HERTZ
  INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Elyse
  Douglas

  
	
   

  	
   

  	
  Name:
  Elyse Douglas

  
	
   

  	
   

  	
  Title:
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ
  EQUIPMENT RENTAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRAE
  HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 

















 


	
   

  	
   

  
	
   

  	
  HERTZ
  CLAIM MANAGEMENT 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HCM
  MARKETING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ
  LOCAL EDITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ
  LOCAL EDITION TRANSPORTING, 

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ
  GLOBAL SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


2

















 


	
   

  	
  HERTZ
  SYSTEM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ
  TRANSPORTING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIMPLY
  WHEELZ LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SMARTZ
  VEHICLE RENTAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


3

















 


EXHIBIT B

TO FIFTH AMENDMENT


 


FORM OF ACKNOWLEDGMENT AND CONFIRMATION


 


1.             Reference is made to the Fifth Amendment to Credit Agreement, dated as of September 17,
2010 (the “Fifth Amendment”), among the
Borrowers, the Administrative Agent, the Canadian Agent, the U.S. Facility
Issuing Lender and the Lenders from time to time party thereto.


 


2.             Certain provisions of the
Credit Agreement are being amended pursuant to the Fifth
Amendment.  Each of the undersigned is a
Guarantor of the Borrower Obligations of each Canadian Borrower pursuant to the
Canadian Guarantee and Collateral Agreement (as defined in the Credit
Agreement) and hereby


 


(a)           consents to the foregoing Fifth Amendment,


 


(b)           acknowledges that,
notwithstanding the execution and delivery of the foregoing Fifth Amendment, the Guarantor Obligations of such
Guarantor are not impaired or affected and all guaranties made by such
Guarantor pursuant to the Canadian Guarantee and Collateral Agreement and all
Liens granted by such Guarantor as security for the Guarantor Obligations of
such Guarantor pursuant to the Canadian Guarantee and Collateral Agreement
continue in full force and effect; and


 


(c)           confirms and ratifies its
obligations under each of the Loan Documents executed by it.  Capitalized terms used herein without
definition shall have the meanings given to such terms in the Fifth Amendment
to which this Canadian Consent is attached or in the Credit Agreement referred
to therein or in the Canadian Guarantee and Collateral Agreement, as
applicable.


 


3.             THIS ACKNOWLEDGMENT AND
CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


4.             This Acknowledgment and
Confirmation may be executed by one or more of the parties hereto on any number
of separate counterparts (including by telecopy or electronic mail), and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.


 


[rest of page intentionally left blank]


 


4

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and
Confirmation to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


 


 


	
   

  	
  MATTHEWS
  EQUIPMENT LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTERN
  SHUT-DOWN (1995) LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ
  CANADA EQUIPMENT RENTAL PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  MATTHEWS EQUIPMENT LIMITED, its 

  managing partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  3222434
  NOVA SCOTIA COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


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