Exhibit 4.6.11


 


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”), DEUTSCHE BANK
AG NEW YORK BRANCH (“DBNY”), as administrative agent (the “Administrative
Agent”), and the other parties signatory hereto.


 


W I T N E S S E T H :


 


WHEREAS,
the Parent Borrower has 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 9, 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 March 31, 2009), the “Credit
Agreement”) among the Parent Borrower, the Lenders from time to time party
thereto, DBNY, as Administrative Agent and 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
Parent Borrower on the terms and conditions set forth in the Credit Agreement;
and


 


WHEREAS,
the Parent Borrower 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.


 


“Average
Life”:  at the date of determination
thereof, with respect to any Indebtedness, the quotient obtained by dividing (a) the
sum of the products of the number of years from such date of determination to
the dates of each successive scheduled principal payment of such Indebtedness
multiplied by the amount of such principal payment by (b) the sum of all
such principal payments.


 


“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 “Guarantors,” (i) deleting the word “and”
before “(d) Hertz Vehicle Sales Corporation”
and inserting “,” in lieu there of and (ii) inserting “and (e) the
Regulated Subsidiary” immediately after “(d) Hertz Vehicle Sales
Corporation”.


 


(c)           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.


 


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


 


Section 2.2.            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 2.3.            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


 


2

















 


 


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 2.4.            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, the Loans or ABL Facility 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 2.5.            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 2.6.            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 2.7.            Amendment to Section 8.10 of
the Credit Agreement.  Subsection
8.10 of the Credit Agreement is hereby amended by (i) deleting “and/or”
after clause (b)(iii) thereof, (ii) inserting “and/or” at the end of
clause (b)(iv) and (iii) inserting a new clause (b)(v) as
follows:  (v) solely in the case of
the DTAG Acquisition, additional cash and other property (excluding cash and
other property covered under clauses (i), (ii), (iii) and (iv) of
this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an
aggregate amount (net of any such consideration attributable to revenue earning
equipment (based on net book value) in connection with such acquisition) which
does not exceed $150,000,000;”.


 


3

















 


Section 2.8.            Amendment to Section 8.14 of
the Credit Agreement.  Subsection
8.14(a) of the Credit Agreement is hereby amended by inserting “(x)”
immediately prior to the phrase “with Cumulative Excess Cash Flow Not Otherwise
Applied so long as the Consolidated Leverage Ratio of the Parent Borrower for
the Most Recent Four Quarter
Period is less than or equal to 3.75 to 1.00” and inserting immediately after
such phrase “and (y) in amounts not to exceed in the aggregate the amount
of any Indebtedness incurred or assumed in reliance on subsection 8.2(x)”.


 


Section 2.9.            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”.


 


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 Parent Borrower and
the requisite Lenders set forth in Section 11.1 of the Credit Agreement;


 


(b)           Acknowledgment and Confirmation.  The Administrative Agent shall have received
the Acknowledgment and Confirmation, substantially in the form of Exhibit A
hereto (the “Consent”), executed and delivered by an authorized officer
of each Guarantor; and


 


(c)           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 Parent Borrower
hereby represents and warrants 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 Parent Borrower has the corporate power and authority,
and the legal right, to enter into and perform this Fifth Amendment, (c) the


 


4

















 


execution,
delivery and performance of this Fifth Amendment has been duly authorized by
all necessary corporate action on the part of the Parent Borrower, (d) the
execution and delivery by the Parent Borrower of this Fifth Amendment, and
performance by the Parent Borrower 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 Parent Borrower,
enforceable against the Parent Borrower 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
Consent, when executed and delivered by each Guarantor, will constitute a
legal, valid and binding obligation of such Guarantor, enforceable against such
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. 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.


 


5

















 


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.


 


Section 3.8             Amendment Work Fee.  The Parent Borrower hereby covenants and agrees
that, so long as the Fifth Amendment Effective Date occurs, it shall pay to
each Lender which executes and delivers to the Administrative Agent (or its
designee) a counterpart hereof by 5:00 P.M. (New York time) on Friday, September 17,
2010, a non-refundable cash fee (the “Amendment Work Fee”) in Dollars in
an amount equal to 10 basis points (i.e., 0.10%) of the aggregate principal
amount of all Term Loans and Credit Linked Deposits of such Lender outstanding
on the Fifth Amendment Effective Date (immediately before giving effect to this
Fifth Amendment). The Amendment Work Fee shall not be subject to
counterclaim or set-off, or be otherwise affected by, any claim or dispute
relating to any other matter.  The
Amendment Work Fee shall be paid by the Parent Borrower to the Administrative
Agent for the account of and distribution to the relevant Lenders not later
than the third Business Day following the Fifth Amendment Effective Date.


 


* * *


 


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.


 


 


	
   

  	
  THE
  HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name:
  Scott Massengill

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 


 


[Hertz — Term Loan —Fifth Amendment]


 

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH

  
	
   

  	
  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  
	
   

  	
   

  	
  Name:
  Marguerite Sutton

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Landaeta

  
	
   

  	
   

  	
  Name:
  Enrique Landaeta

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


[Hertz —
Term Loan —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 437 Lenders]


 


 


[Hertz —
Term Loan —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 Parent
Borrower, the Administrative Agent 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 the Parent Borrower pursuant to the 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 Guarantee and Collateral Agreement and
all Liens granted by such Guarantor as security for the Guarantor Obligations
of such Guarantor pursuant to the 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 Consent is attached or in the Credit Agreement referred to
therein or in the 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