H-1
TO
SECOND AMENDED AND RESTATED SERIES 2013-B SUPPLEMENT
FORM OF CLASS A INVESTOR GROUP SUPPLEMENT
CLASS A INVESTOR GROUP SUPPLEMENT, dated as of [ ], [ ], among (i) [
] (the
"Class A Transferor Investor Group"), (ii) the Class A Funding Agent with
respect to the Class A Transferor Investor Group in the signature pages hereof
(the "Class A Transferor Funding Agent") (iii) [
] (the "Class A Acquiring
Investor Group"), (iv) the Class A Funding Agent with respect to the Class A
Acquiring Investor Group listed in the signature pages hereof (the "Class A
Acquiring Funding Agent"), and (v) Hertz Vehicle Financing II LP, a special
purpose limited partnership established under the laws of Delaware (the
"Company").
W I T N E S 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-B 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-B 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 II
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 II Supplement, dated as of June 17, 2015 (as
from time to time further amended, supplemented or otherwise modified in
accordance with the terms thereof, the "Group II Supplement" and together with
the Base Indenture and the Series 2013-B 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-B 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-B 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:
WEIL:\95487696\3\52399.0041
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 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