Exhibit 10.5


 





EXECUTION VERSION


 


LIMITED WAIVER AND FIRST AMENDMENT


 


LIMITED WAIVER AND
FIRST AMENDMENT, dated as of May 4, 2020 (this “Waiver and Amendment”), among THE HERTZ CORPORATION, a Delaware
corporation (together with its successors and assigns, the “Parent Borrower”), the other Loan Parties party
hereto, the several banks and other financial institutions parties hereto as Lenders and the Administrative Agent (as defined below).


 


RECITALS


 


WHEREAS, the Parent
Borrower is party to that certain Credit Agreement, dated as of June 30, 2016 (as amended, amended and restated, supplemented or
otherwise modified from time to time to but not including the date hereof, the “Credit Agreement”), among the
Parent Borrower, the Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions
from time to time parties thereto and Credit Agricole Corporate and Investment Bank, as administrative agent (in such capacity,
the “Administrative Agent”), with Barclays Bank PLC, as syndication agent, and Bank of America, N.A., Bank of
Montreal, BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, each as a co-documentation
agent;


 


WHEREAS, the Parent
Borrower has informed the Administrative Agent that, in light of the recent, sudden and dramatic impacts of the COVID-19 pandemic
on its business particularly and its industry generally (the “COVID-19 Impact”), the Parent Borrower may determine
that it is in the best interests of the Parent Borrower to not comply with those of its Contractual Obligations listed on Annex
A (the “Specified Non-Performance”) and, as a result, is requesting relief from any determination that any such
Specified Non-Performance could possibly result in a Default or Event of Default under the following provisions of the Credit Agreement:
(I) failure to comply with certain Contractual Obligations (solely to the extent constituting the Specified Non-Performance) which
may reasonably be expected to have a Material Adverse Effect pursuant to Section 7.4 of the Credit Agreement and the corresponding
Event of Default under Section 9(d) of the Credit Agreement (the “Specified Contractual Obligation Event of Default”),
(II) failure to provide notice of the occurrence of a Default or Event of Default pursuant to Section 7.7(a) of the Credit Agreement
and the corresponding Event of Default under Section 9(d) of the Credit Agreement (“Specified Notice Event of Default”)
and (III) a Default or Event of Default under Section 9(f)(v) of the Credit Agreement as a result of the Specified Non-Performance
(the “Specified 9(f)(v) Event of Default”);


 






     

     


    

 


WHEREAS, the Parent
Borrower failed to deliver a certified copy of an annual business plan and budget for the fiscal year 2020 (the “2020
Operating Budget”) on or prior to April 21, 2020 in accordance with Section 7.2(b) of the Credit Agreement, resulting
in a Default and, after the expiry of the applicable grace period, an Event of Default under Section 9(b) and Section 9(d) of the
Credit Agreement (the “Specified Budget Events of Default” and, together with the Specified Contractual Obligation
Event of Default, the Specified Notice Event of Default and the Specified 9(f)(v) Event of Default, the “Specified Events
of Default”); and


 


WHEREAS, the Parent
Borrower has requested that the Required Lenders agree to (i) temporarily waive any right to determine that any of the Specified
Events of Default have occurred, will occur or are continuing, and the Required Lenders have consented to temporarily waive any
right to determine that any of the Specified Events of Default have occurred, will occur or are continuing on the terms and conditions
contained herein, and (ii) amend the Credit Agreement in certain respects as set forth below.


 


NOW, THEREFORE, in
consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               
Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Credit Agreement. As used herein, the following terms shall have the respective meanings set forth below (except as set forth herein,
references to an agreement or document shall include the preamble, recitals, all attachments, schedules, annexes, exhibits and
joinders to such agreement or document, and are to such agreement or document (including all such attachments, schedules, annexes,
exhibits and joinders to such agreement or document) without giving effect to any amendments, supplements, restatements, or other
modifications:


 


“Alternate
LC Facility Waiver and Amendment” shall mean that certain waiver, forbearance and amendment, dated as of the date hereof,
by and among the Parent Borrower, the several banks and other financial institutions parties thereto as lenders and Goldman Sachs
Mortgage Company, as administrative agent and issuing lender in connection with that certain credit agreement, dated as of December
13, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ALOC Facility Agreement”),
among the Parent Borrower, the several banks and other financial institutions from time to time parties thereto and Goldman Sachs
Mortgage Company, as administrative agent and issuing lender.


 


“HVF Forbearance
Agreement” shall mean that certain forbearance agreement, dated as of the date hereof, by and among by and among, the
Parent Borrower, Hertz Vehicle Financing LLC (“HVF”), Hertz Vehicle Financing II LP, a Delaware special purpose
limited partnership (“HVF II”), whose general partner is HVF II GP Corp., a Delaware special purpose corporation,
and whose limited partner is Hertz, DTG Operations, Inc., an Oklahoma corporation (“DTG” and together with Hertz,
HVF, and HVF II, the “Hertz Parties”), The Bank of New York Mellon Trust Company, N.A. (“BNY”),
Deutsche Bank AG, New York Branch, as administrative agent, and the several financial institutions that serve as committed note
purchasers, the several commercial paper conduits, and certain funding agents for the investor groups in connection with the Sixth
Amended and Restated Series 2013-A Supplement, dated as of February 21, 2020 (the “Series 2013-A Supplement”),
by and among HVF II, BNY, as trustee (the “Trustee”), the Parent Borrower, as administrator, Deutsche Bank AG,
New York Branch, as administrative agent, certain committed note purchasers party thereto from time to time, certain conduit investors
party thereto from time to time, and certain funding agents for the investor groups party thereto from time to time, to the Amended
and Restated Group I Supplement, dated as of October 31, 2014 (as amended, modified or supplemented prior to the date hereof, exclusive
of Series Supplements (as defined therein), the “Group I Supplement”), to the Amended and Restated Base Indenture,
dated as of October 31, 2014 (as amended, modified or supplemented prior to the date hereof, exclusive of Group Supplements (as
defined therein) and Series Supplements, the “Base Indenture”), each between HVF II and the Trustee.


 






    	 	- 2 -	 



     


    

 


“LC Facility
Waiver and Amendment” shall mean that certain waiver, forbearance and first amendment, dated as of the date hereof, by
and among the Parent Borrower, the several banks and other financial institutions parties thereto as lenders, Barclays Bank PLC,
as administrative agent and other parties party thereto in connection with that certain credit agreement dated as of November 2,
2017 (as amended, amended and restated, supplemented or otherwise modified from time to time), among the Parent Borrower, as applicant,
the several banks and other financial institutions from time to time parties thereto, Barclays Bank PLC, as administrative agent
and as collateral agent and other parties party thereto.


 


"Secured Parties"
shall mean the Agents and each Lender party to the Credit Agreement.


 


“Senior Credit
Facility Waiver and Amendment” shall mean that certain waiver, forbearance and fourth amendment dated as of the date
hereof by and among the Parent Borrower, the several banks and other financial institutions parties thereto as lenders, Barclays
Bank PLC, as administrative agent and other parties party thereto in connection with Hertz’s Senior Credit Facility.


 


Section 2.               
Limited Waiver with respect to Credit Agreement.


 


(a)  
Any determination that a Specified Event of Default has occurred, will occur or is continuing is hereby temporarily waived
and no Default or Event of Default on the basis of the Specified Events of Default shall be deemed to be continuing for a period
beginning from the date hereof and extending to the earliest to occur of (i) 11:59 P.M. (New York time) on May 22, 2020, (ii) termination
of any of (w) the HVF Forbearance Agreement, (x) the LC Facility Waiver and Amendment, (y) the Senior Credit Facility Waiver and
Amendment or (z) the Alternate LC Facility Waiver and Amendment and (iii) the failure of Parent Borrower or any other Loan Party
to comply timely with any term, condition, or covenant set forth in this Waiver and Amendment or the occurrence of a Default or
Event of Default under the Credit Agreement (as amended hereby) (for the avoidance of doubt, other than the Specified Events of
Default) (the “Waiver End Date” and such period, the “Temporary Waiver Period”).


 


(b)  
On and as of the Waiver End Date, the limited and temporary waiver of the Specified Events of Default set forth in clause
(a) above shall automatically and without further notice cease to be of any force or effect and the Specified Budget Events of
Default shall, from and after the Waiver End Date, be deemed to have occurred and be continuing as if never temporarily waived
pursuant to this Waiver and Amendment, in each case, unless and to the extent cured or further waived in writing in accordance
with the Credit Agreement. The Parent Borrower and the other Loan Parties each agree that on and from the Waiver End Date any or
all of the Secured Parties may at any time proceed to exercise any and all of the respective rights and remedies under the Credit
Agreement, any other Loan Document and/or applicable law to the extent that an Event of Default has occurred and is continuing.
The Parent Borrower and the Loan Parties further agree that nothing herein shall be construed to limit any rights or remedies available
to the Secured Parties pursuant to the Credit Agreement or the other Loan Documents in connection with the occurrence of any Default
or Event of Default other than, during the Temporary Waiver Period, the Specified Events of Default.


 






    	 	- 3 -	 



     


    

 


(c)  
Effective as of the Waiver and Amendment Effective Date, the Parent Borrower and each of the Loan Parties agree that until
the expiration or termination of the Temporary Waiver Period:


 


		I.	the Parent Borrower shall not, and shall not permit any Subsidiary Borrower, directly or indirectly,
to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment
in connection with any merger or consolidation to which the Parent Borrower is a party) except (x) dividends or distributions payable
solely in its Capital Stock (other than Disqualified Stock (as defined in Hertz’s Senior Credit Facility)) and (y) dividends
or distributions payable to the Parent Borrower or any Restricted Subsidiary (as defined in Hertz’s Senior Credit Facility)
(and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock
on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value
any Capital Stock of the Parent Borrower held by Persons other than the Parent Borrower or a Subsidiary Borrower (other than any
acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise
price thereof), (iii) (A) voluntarily purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire
for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Indebtedness of the Parent Borrower
that is (x) junior in right of security to the Loans, (y) unsecured Indebtedness for borrowed money or (z) expressly subordinated
in right of payment to the Loans pursuant to a written agreement or (B) provide cash collateral or otherwise backstop any issued
and outstanding letters of credit or (iv) to make any Investment in any Person (including Permitted Payments (as defined in Hertz’s
Senior Credit Facility), but other than any Investments that could be deemed made by any drawings under a letter of credit and,
for the avoidance of doubt, excluding Permitted Investments (as defined in Hertz’s Senior Credit Facility) (it being understood
and agreed that, notwithstanding the foregoing, other than in the case of Investments not to exceed $35,000,000 in the aggregate,
neither the Parent Borrower nor any other Loan Party shall be permitted to make an Investment in any Restricted Subsidiary that
is not a Loan Party);



 


		II.	the Parent Borrower shall not and shall not permit any Restricted Subsidiary to designate any Subsidiary
of the Parent Borrower to be an Unrestricted Subsidiary (as defined in Hertz’s Senior Credit Facility); and



 


		III.	the Parent Borrower shall not and shall not permit any Restricted Subsidiary to incur Corporate Indebtedness (as defined in
Hertz’s Senior Credit Facility).



 


(d)  
During the Temporary Waiver Period, the Parent Borrower shall pay (or cause to be paid) by wire transfer of immediately
available funds, within one Business Day of receipt of an invoice, the reasonable and documented fees, charges and disbursements
of Latham & Watkins LLP, as counsel to the Administrative Agent, and Luskin, Stern & Eisler LLP, as special restructuring
counsel to the Administrative Agent.


 






    	 	- 4 -	 



     


    

 


(e) The Parent Borrower
hereby represents and warrants as of the Waiver and Amendment Effective Date none of the terms (including, but not limited to,
any compensation) offered to any Person with respect to the Alternate LC Facility Waiver Amendment, the HVF Forbearance Agreement,
the LC Facility Waiver and Amendment and the Senior Credit Facility Waiver and Amendment (each a “Waiver Document”)
relating to the terms, conditions and transactions contemplated hereby, is or will be more favorable to such Person than those
afforded to the Lenders hereunder (as reasonably determined by the Parent Borrower and the Administrative Agent, acting together).
The Parent Borrower covenants and agrees from and after the Waiver and Amendment Effective Date that the Credit Agreement and this
Waiver and Amendment (as applicable) shall be, without any further action by any of the parties party hereto, deemed amended and
modified in an equivalent manner such that the Lenders shall receive the benefit of the more favorable terms contained in any other
Waiver Document as it relates to the terms, conditions and transactions contemplated hereby. Notwithstanding the foregoing, the
Parent Borrower agrees, at its expense, to take such other actions as the Administrative Agent may reasonably request to further
effectuate the foregoing.


 


Section 3.               
Amendments to Credit Agreement. Effective as of the Waiver and Amendment Effective Date (as hereinafter defined),
the following terms and conditions of the Credit Agreement shall be amended as follows:(a)Section 1.1 of the Credit Agreement (Defined
Terms) is hereby amended by adding the following new definitions, to appear in proper alphabetical order:


 


““Agent
Financial Advisor”: as defined in the Waiver and Amendment.


 


““Cash
Flow Forecast”: as defined in Section 7.9(a).”


 


““Financial
Advisors”: as defined in Section 7.9(b).”


 


““Liquidity
Report”: as defined in Section 7.9(b).”


 


““Temporary
Waiver Period”: as defined in the Waiver and Amendment.


 


““Waiver
and Amendment”: the Waiver and First Amendment, dated as of May 4, 2020, among the Parent Borrower, the Loan Parties
party thereto, the several banks and other financial institutions party thereto and the Administrative Agent.”


 


““Waiver
and Amendment Effective Date”: as defined in the Waiver and Amendment.


 


““Waiver
End Date”: as defined in the Waiver and Amendment.


 


(b)  
Section 5.19 of the Credit Agreement (No Material Misstatements) is hereby amended by adding the following words “(including
for the avoidance of doubt the Cash Flow Forecast and Liquidity Report delivered pursuant to Section 7.9)” immediately after
the words “no representation or warranty is made concerning the forecasts, estimates, pro forma information, projections
and statements” in the second sentence of Section 5.19.


 






    	 	- 5 -	 



     


    

 


(c)  
Section 7 of the Credit Agreement (Affirmative Covenants) is hereby amended by adding the following as a new Section
7.9 to the Credit Agreement:


 


“Section
7.9 Additional Covenants.


 


(a)           
No later than 5:00 p.m. (New York time) on May 6, 2020, the Parent Borrower shall prepare and deliver to the Administrative
Agent (for subsequent distribution to the Lenders) a 13-week consolidated cash flow forecast in a form consistent with the internal
reports of the Parent Borrower provided to the Administrative Agent on April 27, 2020 (the “Cash Flow Forecast”),
which shall reflect the Parent Borrower’s good faith projection of all weekly cash receipts and disbursements in connection
with the operation of its business. In addition to any and all reporting requirements set forth in this Agreement, by no later
than 5:00 p.m. (New York time) on Wednesday (or if any given Wednesday is not a Business Day, not later than 5:00 p.m. (New York
time) on the next Business Day) of each calendar week (commencing with May 13, 2020 until the Waiver End Date), the Parent Borrower
shall provide to the Administrative Agent (for subsequent distribution to the Lenders) a report, in a form consistent with the
internal reports of the Parent Borrower provided to the Administrative Agent on April 27, 2020, comparing the Parent Borrower’s
actual cash receipts and disbursements for the immediately preceding week with the projected cash receipts and disbursements for
such week as set forth in the Cash Flow Forecast.


 


(b)           
The Parent Borrower and the other Loan Parties covenant and agree that by no later than 5:00 p.m. (New York time) on Wednesday
(or if any given Wednesday is not a Business Day, not later than 5:00 p.m. (New York time) on the next Business Day) of each calendar
week (commencing with May 6, 2020 until the Waiver End Date) the Parent Borrower shall, or shall cause any financial advisors,
consultants or investment bankers that are representing any or all of the Loan Parties (collectively, the “Financial Advisors”),
to prepare and deliver to the Administrative Agent (for subsequent distribution to the Lenders) a liquidity report (the “Liquidity
Report”), for the immediately preceding week, in a form consistent with the liquidity report of the Parent Borrower provided
to the Administrative Agent on April 27, 2020, which such report shall include information with respect to deposit and other bank
accounts of the Loan Parties and the Restricted Subsidiaries each which maintain an average daily balance in excess of $2,500,000
and securities accounts of the Loan Parties and the Restricted Subsidiaries each which maintain securities or other assets having
an aggregate value in excess of $2,500,000 (the “Accounts”), including (1) each Loan Party and Restricted Subsidiary
that is the holder of an Account, (2) the balance of each Account as of the date of such report and (3) whether each Account is
located in the United States or a foreign jurisdiction.


 


(c)           
During the Temporary Waiver Period, the Parent Borrower and the other Loan Parties covenant and agree to hold and participate
in (and shall authorize and cause the Financial Advisors to participate in) a weekly conference call with the Administrative Agent,
the Lenders and their respective representatives and advisors, with such calls to be held at a time to be mutually agreed by the
Parent Borrower and the Administrative Agent.


 


(d)           
Without limiting the rights of the Agents and the Lenders under the Credit Agreement and the other Loan Documents, during
the Temporary Waiver Period, the Parent Borrower and the Loan Parties each hereby covenant and agree to: (i) furnish to the Administrative
Agent and its Representatives such financial, operating, restructuring, liability management and property-related data and other
information as such persons may reasonably request; provided, that, none of the Parent Borrower or any Loan Party will be required
to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial
trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Administrative Agent or the Lenders
(or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (z) that is subject to attorney
client or similar privilege or constitutes attorney work product, and (ii) irrevocably authorize and direct the Parent Borrower’s
employees and Financial Advisor to cooperate reasonably with the Administrative Agent and its Representatives in respect of the
aforementioned clause (i). For purposes of this Section 7.9(d), the term “Representatives” shall mean the Administrative
Agent’s employees, agents, representatives, advisors and the Agent Financial Advisor.”


 






    	 	- 6 -	 



     


    

 


(e)           
On or before the second (2nd) Business Day following the date of the Waiver and Amendment, the Parent Borrower shall file
a current report on Form 8-K disclosing all the material terms of the transactions contemplated by the Waiver and Amendment in
the appropriate manner under the 1934 Act and attaching the Waiver and Amendment as an exhibit thereto.


 


(d)  
Section 9(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(b)any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification
or supplement hereto or thereto) or which is contained in any certificate (other than the Cash Flow Forecast, the Liquidity Report
or any information delivered pursuant to Section 7.9(d)) furnished at any time by or on behalf of any Loan Party pursuant to this
Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made
or deemed made and the circumstances giving rise to such misrepresentation, if capable of alteration, are not altered so as to
make such representation or warranty correct in all material respects by the date falling 30 days after the date on which written
notice thereof shall have been given to the Parent Borrower by the Administrative Agent or the Required Lenders; provided
for the avoidance of doubt that if any representation or warranty made or deemed made pursuant to the second sentence of Section
5.7 shall prove to have been incorrect in any material respect, such failure to be correct shall be deemed cured if the Default
or Event of Default giving rise to, or otherwise underlying, such failure to be correct, shall have been cured; or”


 


(e)  
Section 9(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(c)any
Loan Party shall default in the observance or performance of any agreement contained in Section 8 of this Agreement or the Waiver
and Amendment; or”


 






    	 	- 7 -	 



     


    

 


(f)   
Section 9(d) of the Credit Agreement is hereby amended and restated in its entirety as follows.


 


“(d)
any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (c) of this Section 9), and such default shall continue unremedied for
a period of (x) with respect to Section 7.9, three (3) Business Days and (y) otherwise, 30 days, in each case, after the date on
which written notice thereof shall have been given to the Parent Borrower by the Administrative Agent or the Required Lenders;
or”


 


Section 4.               
Conditions to Effectiveness of this Waiver and Amendment. This Waiver and Amendment shall become effective on the
date (such date, the “Waiver and Amendment Effective Date”) on which the following conditions have been satisfied
or waived:


 


(a)  
Execution of Waiver and Amendment. The Administrative Agent (or its counsel) shall have received this Waiver and
Amendment executed and delivered by a duly authorized officer of the Parent Borrower, the other Loan Parties party hereto and the
Required Lenders.


 


(b)  
No Default. After giving effect to the limited waiver set forth in Section 2(a) above, no Default or Event of Default
(other than the Specified Events of Default) has occurred and is continuing both before and immediately after giving effect to
the transactions contemplated hereby.


 


(c)  
Representations and Warranties. After giving effect to the limited waiver set forth in Section 2(a) above, the representations
and warranties of the Parent Borrower and each other Loan Party party hereto set forth in Section 5 of this Waiver and Amendment
are true and correct.


  


(d)  
Closing Certificate. The Administrative Agent shall have received a certificate signed by a duly authorized officer
of the Parent Borrower as to the matters set forth in paragraphs (b) and (c) of this Section 4.


 


(e)  
Execution and effectiveness of other documents. Substantially simultaneously with the effectiveness of this Waiver
and Amendment, the HVF Forbearance Agreement, the LC Facility Waiver and Amendment, the Alternate LC Facility Waiver and Amendment
and the Senior Credit Facility Waiver and Amendment shall have become effective and shall be in full force and effect and, in each
case, shall be in form and substance reasonably satisfactory to the Administrative Agent.


 


Section 5.               
Representations and Warranties. To induce the other parties hereto to enter into this Waiver and Amendment, the Parent
Borrower hereby represents and warrants, on the Waiver and Amendment Effective Date (after giving effect to the limited waiver
set forth in Section 2(a) above), to the Administrative Agent and each Lender that:


 


(a)  
each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and
perform this Waiver and Amendment, and each such Loan Party has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of this Waiver and Amendment. No consent or authorization of, filing with, notice
to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made
by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Waiver
and Amendment, hereunder, except for consents, authorizations, notices and filings which the failure to obtain or make would not
reasonably be expected to have a Material Adverse Effect and the execution, delivery and performance by the Parent Borrower and
each other Loan Party party hereto of this Waiver and Amendment will not 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. This Waiver and Amendment
has been duly executed and delivered by each Loan Party;


 






    	 	- 8 -	 



     


    

 


(b)  
this Waiver and Amendment constitutes a legal, valid and binding obligation of the Parent Borrower and each other Loan Party
party hereto, enforceable against such Loan Party 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);


 


(c)  
all representations and warranties contained in the Credit Agreement are (after giving effect to the waiver set forth in
Section 2(a) above), except to the extent that they relate to a particular date, true and correct in all material respects on and
as of the Waiver and Amendment Effective Date; provided that, for this purpose, the impacts of COVID-19 on the business, operations,
property or condition (financial or otherwise) of the Parent Borrower or any of its Subsidiaries shall be disregarded; and


 


(d)  
as of the Waiver and Amendment Effective Date, to the knowledge of the Parent Borrower, there are no Unrestricted Subsidiaries.


 


Section 6.               
Limited Waiver. This Waiver and Amendment is limited precisely as written and shall not be deemed to (i) be a waiver
of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Loan
Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of
the Lenders, the Administrative Agent or the Collateral Agent now have or may have in the future under or in connection with the
Credit Agreement, the Loan Documents or any of the other instruments or agreements referred to therein.


 


Section 7.               
Effects on Loan Documents; Acknowledgement .


 


(a)  
Except as expressly modified hereby, each and every term, condition, obligation, covenant and agreement contained in the
Credit Agreement or any other Loan Document is hereby ratified and reaffirmed in all respects and shall continue in full force
and effect in accordance with its terms and nothing herein can or may be construed as a novation thereof. Except as expressly set
forth herein, this Waiver and Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver
of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties
under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of
the Credit Agreement or any other Loan Document. Each Loan Party reaffirms and ratifies on the Waiver and Amendment Effective Date
the Obligations and each of its other obligations under the Loan Documents to which it is party and the validity, enforceability
and perfection of the Liens granted by it pursuant to the Collateral Agency Agreement. This Waiver and Amendment shall constitute
a Loan Document for purposes of the Credit Agreement and the other Loan Documents and from and after the Waiver and Amendment Effective
Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly
provided otherwise, refer to the Credit Agreement as modified by this Waiver and Amendment. Each of the Loan Parties hereby consents
to this Waiver and Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party
is a party shall continue to apply to the Credit Agreement and the other Loan Documents.


 






    	 	- 9 -	 



     


    

 


(b)  
Without limiting the foregoing, each of the Loan Parties party to the Collateral Agency Agreement as amended, supplemented
or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Collateral Agency
Agreement to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each
Lien granted by such Loan Party to the Collateral Agent for the benefit of the Secured Parties and reaffirms the guaranties made
by such Loan Party pursuant to the Collateral Agency Agreement, (iii) acknowledges and agrees that the grants of security interests
by and the guaranties of such Loan Party contained in the Collateral Agency Agreement are, and shall remain, in full force and
effect after giving effect to this Waiver and Amendment, and (iv) agrees that the obligations of the Parent Borrower and each other
Loan Party under the Collateral Agency Agreement include, among other things and without limitation, the prompt and complete payment
and performance by the Parent Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal
and interest on, the Loans.


 


Section 8.               
Counterparts. This Waiver and Amendment may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when
taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Waiver and
Amendment by facsimile or any other electronic transmission (e.g., “pdf” or “tif”) shall be effective as
delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”,
 “signature”, and words of like import in or related to any document to be signed in connection with this Waiver and
Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.


 


Section 9.               
Costs And Expenses. The Parent Borrower hereby irrevocably consents to the retention of Alix Partners, LLP (the “Agent
Financial Advisor”), as the Administrative Agent’s financial advisor, and a firm selected by the Administrative
Agent as its collateral auditor (the “Collateral Auditor”), in each case, during the Temporary Waiver Period
and, in addition to (to the extent not otherwise provided in the Credit Agreement), and not in lieu of, the terms of the Credit
Agreement and other Loan Documents relating to the reimbursement of Administrative Agent’s fees and expenses, the Parent
Borrower agrees to reimburse the Administrative Agent for the reasonable and documented fees and disbursements of the Agent Financial
Advisor and the Collateral Auditor during the Temporary Waiver Period, and the Parent Borrower agrees to pay (i) a retainer for
the Agent Financial Advisor of up to $200,000 within two Business Days after the execution of a written engagement letter with
the Agent Financial Advisor; provided that such fees paid to the Agent Financial Advisor shall not, when taken together with any
fees agreed to be paid to the Agent Financial Advisor in connection with the LC Facility Waiver and Amendment and the Senior Credit
Facility Waiver and Amendment, exceed $200,000 in the aggregate during the Temporary Waiver Period, and (ii) a retainer for the
Collateral Auditor of up to $50,000 within two Business Days after the execution of a written engagement letter with the Collateral
Auditor; provided that such fees paid to the Collateral Auditor shall not exceed $50,000 in the aggregate during the Temporary
Waiver Period. In addition to (to the extent not otherwise provided in the Credit Agreement), and not in lieu of, the terms of
the Credit Agreement and other Loan Documents relating to the reimbursement of Administrative Agent’s fees and expenses,
the Parent Borrower agrees to reimburse the Administrative Agent for the reasonable and documented fees and disbursements of Luskin,
Stern & Eisler LLP, as special restructuring counsel to the Administrative Agent, during the Temporary Waiver Period.


 






    	 	- 10 -	 



     


    

 


Section 10.           
Governing Law. THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER AND AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


Section 11.           
Headings. The headings of this Waiver and Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.


 


Section 12.           
Miscellaneous. The provisions of Sections 11.13 and 11.15 of the Credit Agreement are incorporated by reference herein
and made a part hereof mutatis mutandis.


 


Section 13.           
Successors. All agreements of the Administrative Agent and each Lender party hereto shall bind the successors and
assigns of the Administrative Agent and such Lender and the Administrative Agent and each such Lender agrees to inform each successor
and assign of the agreements set forth in this Waiver and Amendment. The Administrative Agent and each Lender agrees that it shall
not sell, assign or otherwise transfer any of its Loans or Commitments to any Person unless such Person agrees in writing to be
bound by the terms of this Waiver and Amendment.


 


Section 14.           
Release. 


 


(a)  
In consideration of the agreements of the Administrative Agent and the Lenders contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors
and assigns, (the Parent Borrower and the other Loan Parties being hereinafter referred to collectively as the “Releasing
Parties” and individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably
releases, remises and forever discharges the Agents, each Lender, and each of their respective successors and assigns, and their
respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,
employees, agents, legal representatives and other representatives (the Agents, the Lenders and all such other Persons being hereinafter
referred to collectively as the “Releasees” and individually as a “Releasee”), of and from
all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, defenses, rights of set off,
demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of
every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any Releasing Party may now or hereafter
own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause
or thing whatsoever which arose or occurred at any time on or prior to the Waiver and Amendment Effective Date for or on account
of, or in relation to, or in any way in connection with this Waiver and Amendment, the Credit Agreement, any of the Loan Documents
or any of the transactions hereunder or thereunder.


 






    	 	- 11 -	 



     


    

 


(b)  
The Parent Borrower and the each other Loan Party understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit
or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.


 


(c)  
The Parent Borrower and each other Loan Party agree that no fact, event, circumstance, evidence or transaction which could
now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of
the release set forth above.


 


(d)  
Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor
of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis
of any Claim released, remised and discharged by any Releasing Party pursuant to this Section 14. If any Releasing Party violates
the foregoing covenant, the Parent Borrower and the Loan Parties, for themselves, and their respective successors and assigns,
present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents, legal representatives and other representatives, agree to pay, in addition to such other damages as any Releasee may sustain
as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.


 


Section 15.           
 Course of Dealings. Each of the Parent Borrower and the Loan Parties acknowledge and agree that neither the execution
nor the delivery by the Administrative Agent and the Lenders party hereto of this Waiver and Amendment shall be deemed to create
a course of dealing or otherwise obligate any Agent or any Lender to execute similar documents under the same or similar circumstances
in the future.


 


Section 16.           
Action and Declaration of Effectiveness by Administrative Agent.
Each of the Lenders party hereto (constituting the Required Lenders) hereby direct the Administrative Agent to enter into this
Waiver and Amendment in accordance with Section 11.1(a) of the Credit Agreement. The Administrative Agent is hereby authorized
and directed to declare this Waiver and Amendment to be effective (and the Waiver and Amendment Effective Date shall occur) when
it has received documents confirming or evidencing, to the satisfaction of the Administrative Agent, compliance with the conditions
set forth in Section 4 hereunder. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement
for all purposes. Each Lender that has signed and released its signature page to this Waiver and Amendment shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to
or approved by or acceptable or satisfactory to a Lender.


 






    	 	- 12 -	 



     


    

 


Section 17.           
Survival; Severability.


 


All representations and
warranties made hereunder, the amendments to the Credit Agreement set forth in Section 3 hereof and the agreements of the Loan
Parties and the Releasing Parties set forth in Section 14 hereof shall survive the execution and delivery of this Waiver and Amendment
and the expiration or termination of the Temporary Waiver Period. Any provision of this Waiver and 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 18.           
Covenant. On or prior to the date that is one (1) day after the date of this Waiver and Amendment (or such later
date as the Administrative Agent agrees in its reasonable discretion), the Parent Borrower shall have paid (or cause to be paid)
to the Agents (1) all of their reasonable and documented out-of-pocket costs and expenses incurred in connection with
this Waiver and Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, (2) the
reasonable and documented fees, charges and disbursements of Latham & Watkins LLP, as counsel to the Administrative Agent set
forth in the invoices, each dated April 30, 2020 and sent by Latham & Watkins LLP to the Parent Borrower on May 4, 2020, and
(3) the reasonable and documented fees, charges and disbursements of Luskin, Stern & Eisler LLP, as special restructuring counsel
to the Administrative Agent set forth in the invoice, dated May 4, 2020 and sent by Luskin, Stern & Eisler LLP to the Parent
Borrower on May 4, 2020, in each case, to the extent invoiced on or prior to 5:00 PM (New York time) on the Waiver and Amendment
Effective Date and the failure to make such payment as set forth herein shall constitute an immediate Event of Default under the
Credit Agreement.


 


[Remainder of page intentionally left
blank.]


 






    	 	- 13 -	 



     


    

 





IN WITNESS WHEREOF,
the parties hereto have caused this Waiver and Amendment 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: 	R. Scott Massengill
	 	 	Title: 	Senior Vice President and Treasurer
	 	 	 	 
	 	RENTAL CAR INTERMEDIATE HOLDINGS, LLC
	 	 	 	 
	 	By:	/s/ R. Scott Massengill
	 	 	Name: 	R. Scott Massengill
	 	 	Title:	Treasurer
	 	 	 	 
	 	HERTZ CAR SALES LLC
	 	 	 	 
	 	By:  	/s/ R. Scott Massengill
	 	 	Name:   	R. Scott Massengill
	 	 	Title: 	Senior Vice President and Treasurer


 


 





[Signature Page to Sidecar Facility Waiver
and Amendment]




 




     

     


    

 





	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	 	as Administrative Agent and Issuing Lender
	 	 	 	 
	 	By:	/s/ Gordon Yip
	 	 	Name: 	Gordon Yip
	 	 	Title: 	Director
	 	 	 	 
	 	By:  	/s/ Jill Wong
	 	 	Name:   	Jill Wong
	 	 	Title: 	Director


  


 


[Signature Page to Sidecar Facility Waiver
and Amendment]


 




     

     


    

 





	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Gordon Yip
	 	 	Name: 	Gordon Yip
	 	 	Title: 	Director
	 	 	 	 
	 	By:  	/s/ Jill Wong
	 	 	Name:   	Jill Wong
	 	 	Title: 	Director


  


 


[Signature Page to Sidecar Facility Waiver
and Amendment]


 




     

     


    

 





	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 	 	 
	 	By:  	/s/ Craig J. Malloy
	 	 	Name:   	Craig J. Malloy
	 	 	Title: 	Director


 


  


[Signature Page to Sidecar Facility Waiver
and Amendment]


 




     

     


    

 





	 	GOLDMAN SACHS BANK USA,
	 	as Lender
	 	 	 	 
	 	By:  	/s/ Ryan Durkin
	 	 	Name:   	Ryan Durkin
	 	 	Title: 	Authorized Signatory


  




[Signature Page to Sidecar Facility Waiver
and Amendment]




 




     

     


    

 





	 	ROYAL BANK OF CANADA,
	 	as Lender
	 	 	 	 
	 	By:  	/s/ Leslie P. Vowell
	 	 	Name:   	Leslie P. Vowell
	 	 	Title: 	Authorized Signatory


  


 


[Signature Page to Sidecar Facility Waiver
and Amendment]




 




     

     


    

 





	 	MIZUHO BANK LTD.,
	 	as a Lender
	 	 	 	 
	 	By:  	/s/ Donna DeMagistris
	 	 	Name:   	Donna DeMagistris
	 	 	Title:	Authorized Signatory


 


 


[Signature Page to Sidecar Facility Waiver
and Amendment]


 




     

     


    

 





	 	CANADIAN IMPERIAL BANK OF COMMERCE NEW YORK BRANCH,
	 	as a Lender
	 	 	 	 
	   	By:  	/s/ Dominic J. Sorresso
	 	 	Name:   	Dominic J. Sorresso
	 	 	Title: 	Authorized Signatory


  


 


[Signature Page to Sidecar Facility Waiver
and Amendment]


 




     

     


    

 


Annex A


 


Specified Non-Performance


 


(1)
The failure of each Lessee to make payment on the April 27, 2020 Payment Date of Rent (other than Monthly Variable Rent except
with respect to the Series 2013-G1 Monthly Administration Fee and the Monthly Servicing Fee, in each case for such Payment Date)
(such unpaid amount, the “Specified Lease Payment”) required to be paid pursuant to Section 4.7 of the Amended
and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of October 31, 2013 (as amended by Amendment
No. 1 thereto, dated as of June 17, 2015 and Amendment No. 2 thereto, dated as of February 22, 2017, the “Series 2013-G1
Lease”), among, inter alia, Hertz Vehicle Financing LLC, as lessor, and the Parent Borrower, as lessee, servicer and
guarantor, with respect to Lease Vehicles leased to the Lessees during the related month.


 


(2)
The failure of the Guarantor under the Series 2013-G1 Lease to cause the payment of the Specified Lease Payment as required pursuant
to Section 11.1(ii) of the Series 2013-G1 Lease.


 


(3)
The failure of HVF II to instruct the Trustee to draw on the Series 2013-A Letters of Credit on the April 27, 2020 Payment Date
in respect of a Series 2013-A Lease Principal Payment Deficit resulting from the failure to make the Specified Lease Payment in
an amount required pursuant to Section 5.5(b) of the Sixth Amended and Restated Series 2013-A Supplement, dated as of February
21, 2020 (the “Series 2013-A Supplement”), by and among HVF II, the Trustee, the Parent Borrower, as group I
administrator, Deutsche Bank AG, New York Branch, as administrative agent, certain committed note purchasers party thereto from
time to time, certain conduit investors party thereto from time to time, and certain funding agents for the investor groups party
thereto from time to time, to the Amended and Restated Group I Supplement, dated as of October 31, 2014 (as amended by Amendment
No. 1 thereto, dated as of June 17, 2015, the “Group I Supplement”), to the Amended and Restated Base Indenture,
dated as of October 31, 2014 (the “Base Indenture”), each between HVF II and the Trustee.


 


Capitalized
terms used but not defined in the foregoing clauses (1) through (3) and not defined in the Waiver and Amendment shall have the
meanings assigned to such terms in the Series 2013-G1 Lease or, if not defined therein, in the Series 2013-A Supplement.