Exhibit 4.3


 


Execution Version


 


SUPPLEMENTAL INDENTURE ESTABLISHING A SERIES OF
NOTES


 


THE HERTZ CORPORATION


as Issuer


 


and


 


the Subsidiary Guarantors from time to time party
to the Indenture


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Trustee


 





 



 


SECOND SUPPLEMENTAL INDENTURE


 


DATED AS OF NOVEMBER 23, 2021


 


to the


 


INDENTURE


 


DATED AS OF NOVEMBER 23, 2021


Providing for the Issuance of


5.000% Senior Notes due 2029


 






     

     


    

 


SECOND SUPPLEMENTAL INDENTURE, dated as of November 23,
2021 (this “Supplemental Indenture”), among The Hertz Corporation (together with its successors and assigns, the “Company”),
as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Computershare
Trust Company, N.A., as Trustee.


 


W I T N E S S E T H:


 


WHEREAS, the Company, the Subsidiary Guarantors
and the Trustee are party to the Indenture, dated as of November 23, 2021 (as amended, supplemented or otherwise modified from time
to time, the “Indenture”), which provides for the issuance from time to time of Notes by the Company;


 


WHEREAS, Section 901(6) of the Indenture
provides that the Company may provide for the issuance of Notes of any series as permitted by Section 301 therein;


 


WHEREAS, in connection with the issuance of the
2029 Notes (as defined herein), the Company has duly authorized the execution and delivery of this Supplemental Indenture to establish
the forms and terms of the 2029 Notes as hereinafter described; and


 


WHEREAS, pursuant to Section 901 of the Indenture,
the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without 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, the Subsidiary Guarantors 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 so 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.          Title
of Notes. There shall be a series of Notes of the Company designated the “5.000% Senior Notes due 2029” (the “2029
Notes”).


 


3.          Maturity
Date. The final Stated Maturity of the 2029 Notes shall be December 1, 2029.


 


4.          Interest
and Interest Rates. Interest on the Outstanding principal amount of 2029 Notes will accrue at the rate of 5.000% per annum and
will be payable semi-annually in arrears on June 1 and December 1 in each year, commencing on June 1, 2022, to Holders
of record on the immediately preceding May 15 and November 15, respectively (whether or not a Business Day) (each such May 15
and November 15, a “Regular Record Date”). Interest on the 2029 Notes will accrue from the most recent date to
which interest has been paid or provided for or, if no interest has been paid, from November 23, 2021, except that interest on any
Additional 2029 Notes (as defined below) issued on or after the first Interest Payment Date will accrue (or will be deemed to have accrued)
from the Interest Payment Date immediately preceding the date of issuance of such Additional 2029 Notes (or if the date of issuance of
such Additional 2029 Notes is an Interest Payment Date, from such date of issuance); provided that if any 2029 Note issued in exchange
therefor is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such
exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date.


 


5.          No
Limitation on Aggregate Principal Amount. The aggregate principal amount of 2029 Notes that may be authenticated and delivered and
Outstanding under the Indenture is not limited. The aggregate principal amount of the 2029 Notes shall initially be $1,000.0 million.
The Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions
as the 2029 Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest
accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single
series with, the 2029 Notes (any such Additional Notes, “Additional 2029 Notes”), unless otherwise specified for Additional
Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by Section 301 of the
Indenture.


 






     

     


    

 


6.          Redemption.
(a) The 2029 Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and
after December 1, 2024 and prior to maturity thereof at the applicable redemption price set forth below. The 2029 Notes will be so
redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any,
to, but not including, the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of
the Indenture), if redeemed during the 12-month period commencing on December 1 of the years set forth below:


 


	Redemption Period	 	Price	 
	2024	 	 	102.500	%
	2025	 	 	101.250	%
	2026 and thereafter	 	 	100.000	%



 


(b)          In
addition, at any time and from time to time on or prior to December 1, 2024, the Company at its option may redeem the 2029 Notes
in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes (including the principal
amount of any Additional 2029 Notes, or any other Additional Notes of the same series as the 2029 Notes), with funds in an equal aggregate
amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption
price (expressed as a percentage of principal amount thereof) of 105.000%, plus accrued and unpaid interest, if any, to but not including
the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture); provided, however,
that an aggregate principal amount of 2029 Notes equal to at least 50.0% of the original aggregate principal amount of 2029 Notes (including
the principal amount of any Additional 2029 Notes, or any other Additional Notes of the same series as the 2029 Notes) must remain outstanding
immediately after each such redemption. Any amount payable pursuant to this Section 6(b) may be funded from any source
(including amounts in excess of the Redemption Amount).


 


(c)          At
any time prior to December 1, 2024, the 2029 Notes may also be redeemed (by the Company or any other person) in whole or in part,
at the Company’s option, at a price (the “Redemption Price”) equal to 100.0% of the principal amount thereof
plus the Applicable Premium (as defined below) as of, and accrued but unpaid interest, if any, to, but not including, the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment
Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture). Calculation of the Applicable Premium
will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation
or the correctness thereof shall not be a duty or obligation of the Trustee.


 


“Applicable Premium” means,
with respect to a 2029 Note at any Redemption Date, the greater of (i) 1.00% of the principal amount of such 2029 Note and
(ii) the excess of (A) the present value at such Redemption Date, calculated as of the date of the applicable
redemption notice, of (1) the redemption price of such 2029 Note on December 1, 2024 (such redemption price being that
described in Section 6(a)), plus (2) all required remaining scheduled interest payments due on such 2029 Note
through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury
Rate plus 50 basis points, over (B) the principal amount of such 2029 Note on such Redemption Date, as calculated by
the Company in good faith (which calculation shall be conclusive) or on behalf of the Company by such Person as the Company shall designate;
provided that such calculation shall not be a duty or obligation of the Trustee.


 






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“Treasury Rate” means, with
respect to a Redemption Date, the weekly average yield to maturity at the time of computation of United States Treasury securities with
a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available
at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to December 1, 2024;
provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given,
except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used, in each case, as determined by the Company in good
faith (which determination shall be conclusive).


 


(d)          Notwithstanding
clauses (a), (b) and (c) of this Section 6, in connection with any tender for the 2029 Notes, if Holders of
not less than 90.0% of the aggregate principal amount of the outstanding 2029 Notes (including the principal amount of any Additional
2029 Notes, or any other Additional Notes of the same series as the 2029 Notes) validly tender and do not withdraw such Notes in such
tender offer and the Company, or any other Person making such tender offer, purchases all of the 2029 Notes (including any Additional
2029 Notes and any Additional Notes of the same series as the 2029 Notes) validly tendered and not withdrawn by such Holders, all of the
Holders of the 2029 Notes will be deemed to have consented to such tender offer and, accordingly, the Company or such other Person will
have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the 2029
Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in such tender offer,
plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but not including the Redemption Date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior
to or on the Redemption Date).


 


(e)          Any
redemption of Notes pursuant to this Section 6 may be made upon notice sent electronically or, at the Company’s option,
mailed by first-class mail to each Holder’s registered address (with a copy to the Trustee) in accordance with Section 1003
of the Indenture. The Company may provide in any redemption notice that the payment of the redemption price and the performance of the
Company’s obligations with respect to such redemption may be performed by another Person.


 


(f)          Any
redemption of Notes pursuant to this Section 6 (including in connection with an Equity Offering) or notice thereof may, at
the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions
precedent, which may include consummation of any related Equity Offering or the occurrence of a Change of Control or a Change of Control
Triggering Event. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that,
in the Company’s sole and absolute discretion, the Redemption Date may be delayed until such time as any or all such conditions
shall be satisfied (or waived by the Company in its sole and absolute discretion), or such redemption may not occur and such notice may
be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole and absolute determination,
may not be) satisfied (or waived by the Company in its sole and absolute discretion) by the Redemption Date, or by the Redemption Date
so delayed. The Company will provide written notice to the Trustee prior to the close of business two Business Days prior to the Redemption
Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each Holder of the 2029 Notes in the same manner in which the notice of redemption was given.


 






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(g)          If
any Series A Preferred Stock remains outstanding after the settlement of the Series A Preferred Stock Offer to Purchase (the
 “Series A Preferred Stock Offer Settlement Date”), the Company shall have the option to redeem up to the aggregate
principal amount of Initial Notes that could be redeemed with the amount of the net proceeds of the offering of the Initial Notes remaining
after consummation of the settlement of the Series A Preferred Stock Offer to Purchase (the “Remaining Net Proceeds”)
(or any lesser amount of Notes the Company may so elect to redeem), at a redemption price equal to 100% of the aggregate principal amount
of Notes to be redeemed, plus accrued and unpaid interest, if any, to but not including the Redemption Date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption
Date); provided that any such redemption will occur upon not less than 10 nor more than 60 days’ notice, which
is mailed by first-class mail (or, in the case of Global Notes, transmitted in accordance with the applicable procedures of the Depositary)
within 40 business days after the Series A Preferred Stock Offer Settlement Date, and otherwise in accordance with the procedures
set forth in the Indenture; provided, further, that if the Remaining Net Proceeds are in excess of $250.0 million (such
amount in excess of $250.0 million, the “Excess Proceeds Amount”), the Company shall be required to redeem an aggregate
principal amount of each series of the Initial Notes on a pro rata basis, in an aggregate amount equal to the Excess Proceeds Amount
at the price, and subject to the terms and conditions, set forth in this Section 6(g).


 


7.          Form.
The 2029 Notes shall be issued substantially in the form set forth, or referenced, in Article II of the Indenture, and Exhibit A
attached to the Indenture, as provided for in Section 201 of the Indenture (as such form may be modified in accordance with Section 301
of the Indenture).


 


8.          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.


 


9.          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.


 


10.          Counterparts.
The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other
electronic 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,
PDF or other electronic means shall be deemed to be their original signatures for all purposes. The words “signed”, “signature”
and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental
Indenture shall be deemed to include electronic signatures.


 






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This Supplemental Indenture
(or to any document delivered in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party
only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted
by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,
and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature
Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic
signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility
in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability
with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty
to investigate, confirm or otherwise verify the validity or authenticity thereof.


 


11.          Headings.
The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions 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.


 


	 	THE HERTZ CORPORATION
	 	 	 
	 	By:	/s/ M. David Galainena
	 		Name: M. David Galainena
	 		Title: Executive Vice President, General Counsel and Secretary
	 	 	 
	 	DOLLAR RENT A CAR, INC.
	 	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
	 	DTG OPERATIONS, INC.
	 	DTG SUPPLY, LLC
	 	FIREFLY RENT A CAR LLC
	 	HERTZ CAR SALES LLC
	 	HERTZ GLOBAL SERVICES CORPORATION
	 	HERTZ LOCAL EDITION CORP.
	 	HERTZ LOCAL EDITION TRANSPORTING, INC.
	 	HERTZ SYSTEM, INC.
	 	HERTZ TECHNOLOGIES, INC.
	 	HERTZ TRANSPORTING, INC.
	 	RENTAL CAR GROUP COMPANY, LLC
	 	SMARTZ VEHICLE RENTAL CORPORATION
	 	THRIFTY CAR SALES, INC.
	 	THRIFTY, LLC
	 	THRIFTY RENT-A-CAR SYSTEM, LLC
	 	TRAC ASIA PACIFIC, INC.
	 	 	 
	 	By:	/s/ M. David Galainena
	 		Name: M. David Galainena
	 		Title: Vice President, General Counsel and Secretary




 


[Signature
Page to Second Supplemental Indenture]


 






     

     


    

 


	 	COMPUTERSHARE TRUST COMPANY, N.A.,
 as Trustee
	 	 	 
	 	By:	/s/ Scott Little
	 	 	Name: Scott Little
	 	 	Title: Vice President




 


[Signature
Page to Second Supplemental Indenture]