Second Supplemental Indenture, dated December 12, 2024, by and among The Hertz Corporation, as Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee and as notes collateral agent, governing the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029

Contract Categories: Business Finance - Indenture Agreements
EX-4.4 5 dp222085_ex0404.htm EXHIBIT 4.4

 

Exhibit 4.4

 

 

SECOND SUPPLEMENTAL INDENTURE
8.000% EXCHANGEABLE SENIOR SECOND-LIEN SECURED PIK NOTES DUE 2029

 

SECOND SUPPLEMENTAL INDENTURE, dated as of December 12, 2024 (this “Supplemental Indenture”), among The Hertz Corporation, a corporation duly organized and existing under the laws of the State of Delaware (together with its respective successors and assigns, the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and Computershare Trust Company, N.A., as trustee (the “Trustee”) and collateral agent (the “Notes Collateral Agent”) under the Indenture referred to below.

 

W I T N E S S E T H:

 

WHEREAS, the Company, the Guarantors, the Trustee and the Notes Collateral Agent have heretofore become parties to an Indenture, dated as of June 28, 2024 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the “Notes”);

 

WHEREAS, Section 8.02(A) of the Indenture provides that the Company, the Guarantors, the Trustee and the Notes Collateral Agent may, with the consent of the Holders of not less than 60.0% in aggregate Capitalized Principal Amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) (the “Requisite Consents”), amend or supplement the Indenture;

 

WHEREAS, the Company has solicited consents from the Holders to certain proposed amendments (the “Proposed Amendments”), pursuant to the terms and subject to the conditions set forth in the consent solicitation statement, dated as of December 5, 2024;

 

WHEREAS, the Company has obtained the Requisite Consents authorizing the Proposed Amendments; and

 

WHEREAS, pursuant to Sections 8.02(A) and 8.06 of the Indenture and the receipt of the Requisite Consents, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture to effect with the Proposed Amendments;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee and the Notes Collateral Agent 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 recitals hereto are used herein as therein defined. The words “herein,” “hereto,” “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.   Amendments.

 

(a)   Section 2.03(B) of the Indenture is hereby amended and restated in its entirety to read as follows:

 

(B)    Additional Notes. Without the consent of any Holder, the Company may, subject to the provisions of this Indenture (including Section 2.02), originally issue additional Notes (“Additional Notes”) with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such Additional Notes, the first Interest Payment Date of such Additional Notes, the issue date of such Additional Notes and transfer restrictions

 

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applicable to such Additional Notes), which Additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other Notes issued under this Indenture; provided, however, that if any such Additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates (or any Person that has been an Affiliate during the three months immediately preceding the applicable date)) are not fungible with the Initial Notes or, if applicable, other Notes issued under this Indenture for purposes of federal income tax or federal securities laws or, if applicable, the Depositary Procedures, then such additional or resold Notes will be identified by a separate CUSIP number or by no CUSIP number; provided, further, that, so long as Canso is a Holder of Notes, any issuance of Additional Notes after the Additional First Lien Notes Issue Date shall require the consent of Canso.

 

(b)   Section 3.08(B)(i) of the Indenture is hereby amended and restated in its entirety to read as follows:

 

(i)   Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to the sum of (A) $4,045.0 million, plus (B) $1,000.0 million, plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued unpaid interest) incurred in connection with such refinancing; and

 

(c)   Clause (k)(i) of the definition of “Permitted Liens” in Section 1.01 of the Indenture is hereby amended and restated in its entirety to read as follows:

 

(k)(i) Liens on the Collateral securing Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to the sum of (A) $4,045.0 million, plus (B) $1,000.0 million, plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred in connection with such refinancing, which Liens Incurred pursuant to this clause (k)(i) may have a higher priority than the Liens on the Collateral securing the Notes; provided that, prior to August 31, 2025, (1) no Indebtedness shall be secured pursuant to subclause (B) of this clause (i) to purchase, repurchase, redeem, defease or otherwise refinance any Unsecured Senior Indebtedness and (2) no revolving credit facility borrowings shall be secured pursuant to this clause (i) to purchase, repurchase, redeem, defease or otherwise refinance any Unsecured Senior Indebtedness;

 

(d)   In connection with the above amendments, the following definitions will be added in Section 1.01 of the Indenture:

 

Canso” means certain accounts managed by Canso Investment Counsel Ltd., in its capacity as portfolio manager.

 

Additional First Lien Notes Issue Date” means December 12, 2024.

 

3.   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 NOTES COLLATERAL AGENT, THE COMPANY, ANY OTHER OBLIGOR IN

 

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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.

 

4.   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. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

 

5.   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.

 

This Supplemental Indenture (or 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.

 

6.   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/ Mark E. Johnson
    Name:  Mark E. Johnson
    Title:    Senior Vice President and Treasurer

 

 

  GUARANTORS:
   
   
  HERTZ GLOBAL HOLDINGS, INC.
   
   
  By: /s/ Mark E. Johnson
    Name:  Mark E. Johnson
    Title:    Senior Vice President and Treasurer

 

 

  RENTAL CAR INTERMEDIATE HOLDINGS, LLC
  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/ Mark E. Johnson
    Name:  Mark E. Johnson
    Title:    Vice President and Treasurer

 

[Signature Page to Second Supplemental Indenture (2L Exchangeable Notes)]

 

 

 

  GUARANTORS (CONTINUED):
   
  HERTZ FHV #1, LLC
 

HERTZ FHV #2, LLC

  HERTZ FHV #3, LLC
  HERTZ FHV #4, LLC
  HERTZ FHV #5, LLC
  HERTZ FHV #6, LLC
  HERTZ FHV #7, LLC
  HERTZ FHV #8, LLC
  HERTZ FHV #9, LLC
  HERTZ FHV #10, LLC
  HERTZ FHV #11, LLC
  HERTZ FHV #12, LLC
  HERTZ FHV #13, LLC
  HERTZ FHV #14, LLC
  HERTZ FHV #15, LC
  HERTZ FHV #16, LLC
  HERTZ MOBILITY HOLDINGS, LLC
     
     
  By: /s/ Matthew C. Potalivo
    Name:  Matthew C. Potalivo
    Title:    Vice President and Secretary

 

[Signature Page to Second Supplemental Indenture (2L Exchangeable Notes)]

 

 

 

  COMPUTERSHARE TRUST COMPANY, N.A., as Trustee and
Notes Collateral Agent
   
   
  By: /s/ Corey J. Dahlstrand
    Name:  Corey J. Dahlstrand
    Title:    Vice President

 

[Signature Page to Second Supplemental Indenture (2L Exchangeable Notes)]