Exhibit 4.19.1


 


First Supplemental
Indenture


 


FIRST SUPPLEMENTAL INDENTURE, dated as of August 19, 2009 (this “Supplemental
Indenture”), between Hertz Global Holdings, Inc., a corporation
organized duly organized and existing under the laws of the state of Delaware
(and its successors and assigns) (the “Company”); and Wells Fargo Bank,
National Association, as Trustee under the Indenture referred to below.


 


W I T N E S S E T
H:


 


WHEREAS, the Company and the Trustee have entered into an Indenture,
dated as of May 27, 2009 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), providing for the issuance of 5.25%
Convertible Senior Notes due 2014 of the Company (the “Notes”);


 


WHEREAS,
the Company desires to execute and deliver an amendment to the Indenture for
the purposes of (i) correcting a defect or inconsistency in Section 9.02(b)(3) of
the Indenture and (ii) conforming the relevant text of Section 9.02(b)(3) of
the Indenture to the corresponding provision of the “Description of Notes” section
of the prospectus supplement, dated May 20, 2009, related to the offering
and sale of the Notes;


 


WHEREAS, the Company desires to enter into such supplemental indenture
for good and valuable consideration; and


 


WHEREAS, pursuant to Section 8.01 of the Indenture, the parties
hereto are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without notice to or the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the benefit of the
Holders of the Notes as follows:


 


1.  Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular
Section hereof.


 


2.  Amendment of Section 9.02.  The text of paragraph (b)(3) of Section 9.02
of the Indenture is hereby amended pursuant to Sections 8.01(f) and/or (j) of
the Indenture by the deletion of clause (B) thereof and the substitution of
the following therefor:


 


(B) if the
Fixed Cash Amount is less than the Conversion Value a number of shares of
Common Stock equal to the sum, for each of the thirty (30)


 

















 


Settlement Period
Trading Days in the Settlement Period, of 1/30th of (a) the Conversion Rate then in effect
minus (b) the quotient of (x) the Fixed Cash Amount divided
by (y) the VWAP of the Common Stock on that Settlement Period Trading Day
(plus cash in lieu of fractional shares, if applicable, as set forth in Section 9.02(i)).


 


3.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE
TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


4.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture or as
to the accuracy of the recitals to this Supplemental Indenture.


 


5.  Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.  The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Supplemental Indenture as
to the parties hereto and may be used in lieu of the original Supplemental
Indenture for all purposes.  Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes.


 


6.  Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


 


	
   

  	
  HERTZ GLOBAL HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elyse Douglas

  
	
   

  	
   

  	
  Name:

  	
  Elyse Douglas

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  



 


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  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Reed

  
	
   

  	
   

  	
  Name:

  	
  Martin Reed

  
	
   

  	
   

  	
  Title

  	
  Vice President

  



 


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