S E T H:
WHEREAS, this Class A Investor Group Supplement is being executed and delivered
in accordance with subsection 9.3(a)(iii) of the Second Amended and Restated
Series 2013-A Supplement, dated as of December 3, 2015 (as from time to time
further amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Series 2013-A Supplement"; terms defined therein being used herein
as therein defined unless indicated otherwise), by and among the Company, the
Conduit Investors named therein, the Committed Note Purchasers named therein,
the Funding Agents named therein, The Hertz Corporation, as Group I
Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent (in
such capacity, the "Administrative Agent") and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "Trustee") to the Amended and Restated Base
Indenture, dated as of October 31, 2014 (as from time to time further amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Base Indenture"), by and between the Company and the Trustee, as supplemented
by the Amended and Restated Group I Supplement, dated as of October 31, 2014 (as
from time to time further amended, supplemented or otherwise modified in
accordance with the terms thereof, the "Group I Supplement" and together with
the Base Indenture and the Series 2013-A Supplement, the "Indenture"), by and
between the Company and the Trustee;
WHEREAS, the Class A Acquiring Investor Group wishes to become a Class A Conduit
Investor and a Class A Committed Note Purchaser with respect to such Class A
Conduit Investor under the Series 2013-A Supplement; and
WHEREAS, the Class A Transferor Investor Group is selling and assigning to the
Class A Acquiring Investor Group its respective rights, obligations and
commitments under the Series 2013-A Supplement and the Class A Notes with
respect to the percentage of its total commitment specified on Schedule I
attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Class A Investor Group Supplement by the
Class A Acquiring Investor Group, the Class A Acquiring Funding Agent with
respect
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thereto, the Class A Transferor Investor Group, the Class A Transferor Funding
Agent and the Company (the date of such execution and delivery, the "Transfer
Issuance Date"), the Class A Conduit Investor(s) and the Class A Committed Note
Purchasers with respect to the Class A Acquiring Investor Group shall become
parties to the Series 2013-A Supplement for all purposes thereof.
The Class A Transferor Investor Group acknowledges receipt from the Class A
Acquiring Investor Group of an amount equal to the purchase price, as agreed
between the Class A Transferor Investor Group and the Class A Acquiring Investor
Group (the "Purchase Price"), of the portion being purchased by the Class A
Acquiring Investor Group (the Class A Acquiring Investor Group's "Purchased
Percentage") of the Class A Commitment with respect to the Class A Committed
Note Purchasers included in the Class A Transferor Investor Group under the
Series 2013-A Supplement and the Class