7.11 of the Intercreditor
Agreement with respect to the Additional Indebtedness have been satisfied.
Section 2.
Designation of Additional Indebtedness.
The Original Senior Lien
Parent Borrower hereby designates such Additional Indebtedness as Additional
Indebtedness under the Intercreditor Agreement and such Additional Indebtedness
shall constitute [Senior Priority Debt] [Junior Priority Debt].
A-1
IN WITNESS WHEREOF, the undersigned has caused this Designation to be duly
executed by its duly authorized officer or other representative, all as of the
day and year first above written.
THE HERTZ CORPORATION
By:
Name:
Title:
A-2
EXHIBIT B
ADDITIONAL INDEBTEDNESS JOINDER
JOINDER, dated as of
, 20
, among The Hertz Corporation, a
Delaware corporation (the "Original Senior Lien Parent Borrower"), those certain
Subsidiaries of the Borrower from time to time party to the Intercreditor
Agreement described below, [[
], in its capacities as
administrative agent (together with its successors and assigns in such
capacities, the "Original Senior Lien Agent")(14) for the Original Senior Lien
Creditors, [
], in its capacities [as administrative
agent and collateral agent] (together with its successors and assigns in such
capacities, the "[
](1) [Senior/Junior](2) Lien Agent")(15) for the
[
](1) [Senior/Junior](2) Lien Lenders, [list any previously added
Additional Agent]](16) [and insert name of each Additional Agent under any
Additional Credit Facility being added hereby as party] and any successors or
assigns thereof, to the Junior Lien Intercreditor Agreement, dated as of
[
], 20[
] (as amended, restated, supplemented or otherwise modified from
time to time, the "Intercreditor Agreement") among the Original Senior Lien
Agent[,] [and] the [
](1) [Senior/Junior](2) Lien Agent [and [list any
previously added Additional Agent]].
Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in the Intercreditor
Agreement.
Reference is made to that certain [insert name of Additional Credit Facility],
dated as of
, 20
(the "Additional Credit Facility"), among [list any
applicable Grantor], [list any applicable Additional Creditors (the "Joining
Additional Creditors")] [and insert name of each applicable Additional Agent
(the "Joining Additional Agent")].(17)
Section 7.11 of the Intercreditor Agreement permits the Borrower to designate
Additional Indebtedness under the Intercreditor Agreement.
The Borrower has so
designated Additional Indebtedness incurred or to be incurred under the
Additional Credit Facility as Additional Indebtedness by means of an Additional
Indebtedness Designation.
Accordingly, [the Joining Additional Agent, for and on behalf of itself and the
Joining Additional Creditors,](18) hereby agrees with the Original Senior Lien
Agent, the [
](1) [Senior/Junior](2) Lien Agent and any other Additional
Agent party to the Intercreditor Agreement as follows:
Section 1.
Agreement to be Bound.
The [Joining Additional Agent, for and on
behalf of itself and the Joining Additional Creditors,](19) hereby agrees to be
bound by the terms and provisions of the Intercreditor Agreement and shall, as
of the Additional Effective Date with respect to the Additional Credit Facility,
be deemed to be a Party to the Intercreditor Agreement.
Section 2.
Recognition of Claims.
The Original Senior Lien Agent (for itself
and on behalf of the Original Senior