SEC Filing | Hertz Global Holdings, Inc.

View:

Co-Registrant CIK	0000047129
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2021-04-14
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Emerging Growth Company	false
	8501 Williams Road
	Estero
	Florida 33928
	239 301-7000

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 19, 2021 (April 14, 2021)

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-37665	61-1770902
Delaware	001-07541	13-1938568
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8501 Williams Road

Estero, Florida 33928

239 301-7000

(Address, including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)

Not Applicable

(Former name, former address and
former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Hertz Global Holdings, Inc.	Common Stock par value $0.01 per share	HTZGQ	*
The Hertz Corporation	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

* Hertz Global Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on October 30, 2020 under the symbol HTZGQ.

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, Hertz Global Holdings, Inc. (the “Company”, “HGH” or “we”), The Hertz Corporation (“THC”) and certain of their direct and indirect subsidiaries in the United States and Canada (collectively, the “Debtors”) had entered into a Plan Support Agreement, dated as of April 3, 2021 (the “Plan Support Agreement”), with one or more funds associated with Warburg Pincus LLC (“WP”), Centerbridge Partners L.P. (“Centerbridge”) and Dundon Capital Partners LLC (“Dundon” and together with WP and Centerbridge, the “PE Sponsors”) and certain other parties in their capacity as owners, beneficial owners or managers or advisors of funds or accounts that are beneficial owners, of claims in respect of the following obligations of the Company (the “Initial Consenting Noteholders” and, together with the PE Sponsors, the “Plan Sponsors”): (a) the 6.25% Senior Notes due 2022 issued pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as of October 16, 2012, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; (b) the 5.50% Senior Notes due 2024 issued pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as of September 22, 2016, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; (c) the 7.125% Senior Notes due 2026 issued pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as of August 1, 2019, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; (d) the 6.00% Senior Notes due 2028 issued pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as of November 25, 2019, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; and (e) the obligations under that certain Credit Agreement, dated as of December 13, 2019, by and among THC, the lenders party thereto, and Goldman Sachs Mortgage Company, as administrative agent and issuing lender, as amended, supplemented, or otherwise modified from time to time.

The Debtors have entered into a Joinder Agreement, dated as of April 14, 2021 (the “Joinder”), in respect of the Plan Support Agreement with (a) the Plan Sponsors and (b) the official committee of unsecured creditors in the Chapter 11 Cases (the “Committee”). Pursuant to the Joinder, the Committee has agreed to take certain actions to support the prosecution and consummation of the Proposed Plan on the terms and conditions set forth in the Joinder and the Plan Support Agreement, as modified by the Joinder.

The foregoing summary of the Joinder has been included to provide investors and security holders with information regarding its terms and is qualified in its entirety by the terms and conditions of the Joinder, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference. The representations, warranties and covenants contained in the Joinder have been made solely for the purpose of the Joinder and as of specific dates, for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) may have been qualified by confidential disclosures exchanged between the parties, (ii) are subject to materiality qualifications contained in the Joinder which may differ from what may be viewed as material by investors, and (iii) have been included in the Joinder for the purpose of allocating risk between the contracting parties rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of actual facts or circumstances, and the subject matter of representations and warranties may change after the date as of which such representations or warranties were made. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Joinder, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Proposed Plan (as defined below), the Plan Support Agreement and the Joinder are subject to approval by the Bankruptcy Court.

Item 7.01

Regulation FD Disclosure.

On May 22, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases (the “Chapter 11 Cases”) for the Debtors. The Debtors filed with the Bankruptcy Court a proposed Joint Chapter 11 Plan of Reorganization of the Debtors, dated as of March 1, 2021, and a related proposed Disclosure Statement. The Debtors subsequently filed with the Bankruptcy Court a proposed First Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of March 29, 2021, and filed a proposed Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in each case dated as of April 3, 2021. The Debtors filed a proposed Second Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors on April 14, 2021, and a related proposed form of Disclosure Statement on April 15, 2021. On April 16 2021, the Debtors filed a proposed Third Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors (the “Proposed Plan”), and a related proposed form of Disclosure Statement (the “Proposed Disclosure Statement”). The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

As previously disclosed, on the “Petition Date,” the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Code in the Bankruptcy Court, thereby commencing the Chapter 11 Cases for the Debtors. The cases are being jointly administered under the caption In re The Hertz Corporation, et al., Case No. 20-11218 MFW.

The Proposed Plan and the related Proposed Disclosure Statement describe, among other things, the Proposed Plan; the Debtors contemplated financial restructuring (the “Restructuring”); the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed Plan from certain of the Debtors’ creditors and certain other aspects of the Restructuring. The Proposed Plan and Proposed Disclosure Statement, as well as other court filings and information about the Chapter 11 Cases, can be accessed free of charge at a website maintained by the Company’s claims, noticing, and solicitation agent, Prime Clerk LLC, at https://restructuring.primeclerk.com/hertz, or call (877) 428-4661 (toll-free in the U.S.) or (929) 955-3421 (from outside the U.S.).

At a hearing in the Chapter 11 Cases on April 16, 2021, the Bankruptcy Court adjourned, among other things, its consideration of approval of the adequacy of the Debtors’ Proposed Disclosure Statement and the procedures to be used in connection with the solicitation of votes on the Proposed Plan to April 21, 2021.

Neither the Debtors’ filing of the Proposed Plan and Proposed Disclosure Statement, nor this Current Report, is a solicitation of votes to accept or reject the Proposed Plan. Votes on the Proposed Plan may not be solicited until a disclosure statement has been approved by the Bankruptcy Court. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Proposed Disclosure Statement has been submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date.

If the Bankruptcy Court enters an order approving the adequacy of the Proposed Disclosure Statement, the Debtors can then commence solicitation of votes from their creditors for approval of the Proposed Plan. The Proposed Disclosure Statement remains subject to Bankruptcy Court approval and consummation of the Proposed Plan is subject to Bankruptcy Court approval and satisfaction of other conditions. The Debtors’ proposed confirmation timeline, which is subject to change and approval of the Bankruptcy Court, currently contemplates that a hearing to consider confirmation of the Proposed Plan will occur on or around June 10, 2021.

Information contained in the Proposed Plan and the Proposed Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Proposed Plan or Proposed Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party until approved by the Bankruptcy Court. The documents and other information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.

On April 15, 2021, THC entered into a commitment letter (the “Exit Credit Facilities Commitment Letter”) with Barclays Bank PLC, Deutsche Bank AG, New York Branch, Deutsche Bank Securities Inc., BNP Paribas, BNP Paribas Securities Corp., Royal Bank of Canada (acting through such of its affiliates or branches as it deems appropriate), RBC Capital Markets (which is the brand name for the capital markets business of Royal Bank of Canada and its affiliates), and Citizens Bank, N.A. (collectively, the “Commitment Parties”). Pursuant to the Exit Credit Facilities Commitment Letter, THC has obtained commitments with respect to (x) a senior secured revolving credit facility in an aggregate principal amount of $1,500,000,000 (the “Revolving Credit Facility”) and (y) a senior secured term loan facility in an aggregate principal amount of $1,300,000,000 (the “Term Loan Facility”, and together with the Revolving Credit Facility, the “ Exit Credit Facilities”).The Borrower’s obligations under the Exit Credit Facilities Commitment Letter are subject in all respects to receipt of approval of the Exit Credit Facilities Commitment Letter by the Bankruptcy Court.

Borrowings under the Revolving Credit Facility would bear interest, at the option of THC, (i) in the case of U.S. dollar-denominated loans, at LIBOR, subject to a customary adjustment (“Adjusted LIBOR”), plus a margin of between 1.50% to 3.50% per annum, which is determined based on THC’s leverage ratio and is subject to adjustment from time to time based upon THC’s corporate credit rating (the “Applicable Margin”), or the applicable benchmark rate (“ABR”) plus the Applicable Margin, (ii) in the case of Canadian dollar-denominated loans, at CDOR, plus the Applicable Margin, or the Canadian prime rate, plus the Applicable Margin, and (iii) in the case of Euro-denominated loans, Sterling-denominated loans, and Australian dollar-denominated loans, at ABR, plus the Applicable Margin. The interest rates under the Term Loan Facility will be, at the option of THC, Adjusted LIBOR, plus the Applicable Margin or ABR, plus the Applicable Margin. The Revolving Credit Facility and the Term Loan Facility mature in five years and seven years, respectively.

The Exit Credit Facilities will contain customary conditions precedent, representations and warranties, mandatory prepayments, affirmative and negative covenants, and events of default customary for financings of this type, subject to certain carve-outs and exceptions. The Exit Credit Facilities will be secured by, subject to permitted liens and other exceptions, substantially all of the present and after acquired assets of each of THC and the guarantors of the Exit Credit Facilities.

The commitment to provide the Exit Credit Facilities is subject to customary conditions, including customary closing documentation, financial reporting, perfection of security interests and minimum liquidity of $800,000,000. THC will pay fees and expenses in connection with obtaining the Exit Credit Facilities. The Revolving Credit Facility is subject to a commitment fee with respect to unutilized amounts.

On April 15, 2021, THC entered into a commitment letter (the “ABS Commitment Letter”) with Deutsche Bank AG, New York Branch, Barclays Bank PLC, BNP Paribas, Citizens Bank, N.A., and Royal Bank of Canada (collectively, the “ABS Commitment Parties”). Pursuant to the ABS Commitment Letter, THC has obtained commitments for a secured rental car asset-backed securities facility (the “ABS Facility”) in an aggregate amount of $7.0 billion. Certain of the proceeds of the ABS Facility would be used to repay outstanding vehicle financing facilities and to support THC’s fleet financing needs for its U.S. rental car operations. The ABS Facility will be comprised of (x) a secured rental car asset-backed variable funding note financing in the aggregate amount of $3.0 billion (the “VFN Facility”) and (y) a secured rental car asset-backed bridge financing in an aggregate amount of up to $4.0 billion (the “Bridge Facility”).The Borrower’s obligations under the ABS Commitment Letter are subject in all respects to receipt of approval of the ABS Commitment Letter by the Bankruptcy Court.

The VFN Facility will consist of two classes of notes, the Class A Notes and Class B Notes. The Class A Notes will bear interest at a rate of one-month LIBOR plus 1.50% and will constitute the majority of the VFN Facility. The Class B Notes will bear a fixed interest rate to be determined. The VFN Facility will be a two-year facility with a 36 month legal final payment date.

The Bridge Facility will bear interest at a rate of one-month LIBOR plus a margin of between 1.75% and 3.25%, depending on the usage of the Bridge Facility. The Bridge Facility will be a 364-day facility.

The ABS Facility will contain customary conditions precedent, representations and warranties, mandatory prepayments, affirmative and negative covenants, and amortization events customary for financings of this type and substantively similar to THC’s securitization program established in 2013 by Hertz Vehicle Financing II LP (the “HVF II Facility”).

The commitment to provide the ABS Facility is subject to customary conditions, including the simultaneous repayment of the HVF II Facility, the satisfaction of conditions precedent set forth in the transaction documents for the ABS Facility and the satisfaction (or waiver by the ABS Commitment Parties) of conditions precedent set forth in the Exit Credit Facilities Commitment Letter. THC will pay fees and expenses in connection with obtaining the ABS Facility.

The foregoing descriptions of the Exit Credit Facilities Commitment Letter and the ABS Commitment Letter and the transactions contemplated by each of them are subject to, and qualified in their entirety by, the full text of the Exit Credit Facilities Commitment Letter and the ABS Commitment Letter, copies of which may be obtained from the website of the Debtors’ claims and noticing agent at https://restructuring.primeclerk.com/hertz and which are hereby incorporated by reference in this Item 8.01. Except as otherwise described herein, the other information on such web site is not incorporated by reference into, and does not constitute part of, this Form 8-K.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of federal securities laws. Words such as “expect” and “intend” and similar expressions identify forward-looking statements, which include but are not limited to statements related to our liquidity and potential financing sources; the bankruptcy process; our ability to obtain approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the effects of Chapter 11 on the interests of various constituents; and the ability to confirm and consummate a plan of reorganization. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including those in our risk factors that we identify in our most recent annual report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 26, 2021, and any updates thereto in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you not to place undue reliance on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update this information.

Item 9.01

Exhibits.

(d) Exhibits

Exhibit Number		Title
10.1		Joinder Agreement, dated as of April 14, 2021

101.1		Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL

104.1		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION
	(each, a Registrant)


	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

Date: April 19, 2021

Exhibit 10.1

JOINDER AGREEMENT IN RESPECT OF PLAN SUPPORT AGREEMENT

This JOINDER AGREEMENT, dated as of April 14, 2021 (this “Joinder”), in respect of the Plan Support Agreement, dated as of April 3, 2021 (as amended, modified, and/or supplemented from time to time, including by this Joinder, the “Plan Support Agreement” or the “Agreement”),¹ is made and entered into by:

(a)

the original Parties (as defined in the Agreement) who were party to the Plan Support Agreement as of April 3, 2021; and

(b)

the official committee of unsecured creditors in the Chapter 11 Cases (as defined in the Agreement), in its capacity as an official committee, and not any members of the Committee in their individual capacities (the “Committee”).

The foregoing parties identified in clauses (a) through (b) are referred to collectively in this Joinder as the “Joinder Parties” and each individually as a “Joinder Party.”

RECITALS

WHEREAS, pursuant to this Joinder, the Joinder Parties desire (a) that the Agreement be amended to effectuate certain limited modifications necessary to implement this Joinder, and (b) that the Plan and other Definitive Documents be amended to reflect certain terms, as set forth herein; and

WHEREAS, Section 9 of the Agreement permits modifications, amendments, waivers, or supplements to the Agreement under specified circumstances.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Joinder Party, intending to be legally bound hereby, agrees as follows:

1. Exhibits to Plan Support Agreement. The Joinder Parties agree that the Agreement shall be deemed amended, as follows:

a. Plan. Subject to the terms hereof, Exhibit C to the Agreement shall be amended and restated in the form attached as Exhibit A to this Joinder (as may be amended, supplemented or modified in accordance with the terms of the Plan Support Agreement, the “Amended Plan”) and all references to the “Plan” throughout the Plan Support Agreement (including, for the avoidance of doubt, in this Joinder) shall be deemed to refer to the Amended Plan.

Capitalized terms used but not otherwise defined in this Joinder have the meanings ascribed to such terms in the Plan Support Agreement.

b. Rights Offering Procedures. Subject to the terms hereof, the Joinder Parties consent to the Rights Offering Procedures in the form attached as Exhibit B to this Amendment (as may be amended, supplemented or modified in accordance with the terms of the Agreement, the “Amended Rights Offering Procedures”), and all references to the “Rights Offering Procedures” throughout the Agreement shall be deemed to refer to the Amended Rights Offering Procedures. The Disclosure Statement, Disclosure Statement Order, Solicitation Materials subscription agreement, subscription form and other documents implementing the Rights Offering shall be amended in a manner consistent with the Amended Plan, Amended Rights Offering Procedures and otherwise reasonably acceptable to the Committee.

c. EPCA. The Amended Plan, the Amended Rights Offering Procedures and this Joinder reflect terms negotiated between the Joinder Parties. Notwithstanding anything contained in the Plan Support Agreement to the contrary, to the extent of any inconsistency between the Amended Plan and/or Amended Rights Offering Procedures, on the one hand, and the EPCA, on the other hand, on the other, and such inconsistency has bearing (directly or indirectly) on the rights or obligations of the Committee under the Plan Support Agreement, the Amended Plan and/or Amended Rights Offering Procedures shall control for purposes of the rights or obligations of the Committee; provided that, for the avoidance of doubt, the Committee has no rights or obligations under the EPCA and nothing in this Joinder or the Agreement shall amend or modify the EPCA as to the parties thereto.

d. References to Agreement. All references to the “Agreement” or to “Plan Support Agreement” in the Plan Support Agreement (including, for the avoidance of doubt, in this Joinder) shall be deemed to refer to the Plan Support Agreement as amended and supplemented by this Joinder.

2. Joinder Party Mutual Representations.

Each of the Joinder Parties represents, warrants, and covenants to each other Joinder Party, that, as of the date hereof, such Joinder Party makes, as of the date hereof, the representations and warranties set forth in Sections 7(a)(1)-(4) of the Plan Support Agreement to each other Party, replacing each reference therein to the Agreement with references to this Joinder.

Additionally, each of the Consenting Noteholders party hereto, represents, warrants and covenants to each other Joinder Party, that as of the date hereof, such Consenting Noteholder makes as of the date hereof, the representations and warranties set forth in Section 7(b) of the Agreement to each other Party, replacing (i) each reference therein to the Agreement with references to this Joinder and (ii) each reference therein to Claims with references to Senior Notes and ALOC Claims.

3. Obligations of Committee.

a. Notwithstanding anything to the contrary in the Agreement, the obligations of the Committee under the Agreement shall be exclusively limited to the obligations expressly set forth in this Joinder and not any other obligations in the Agreement.

b. For the avoidance of doubt, (i) the obligations under the Agreement applicable to the Committee shall not be construed to bind any individual member of the Committee in its individual capacity, and (ii) the obligations under the Agreement that are applicable to an individual member of the Committee that has separately executed the Agreement or a joinder to the Agreement shall not be construed to bind the Committee. All members of the Committee reserve and retain their individual rights, whatever they may be, with respect to the Agreement and any motions filed before the Bankruptcy Court.

c. The Committee agrees to comply with the covenants of the Committee set forth in Sections 5(a)(1), 5(a)(2)(i), 5(a)(3) - 5(a)(4), 5(a)(6)-(8) and 5(e)(3) of the Agreement.

d. The Committee agrees, during the period beginning on the Agreement Effective Date and ending on the Termination Date applicable to the Committee, to:

i. support the Restructuring, the Plan, and consummation of the transactions described in the Definitive Documents, including by (i) delivering a draft two (2) business days prior to the Disclosure Statement hearing, filing in the Chapter 11 Cases, and delivering to counsel to the Debtors to include in the Solicitation Materials, a letter of the Committee’s support for the Plan and the Committee’s recommendation that holders of unsecured Claims against the Debtors vote to accept the Plan; and (ii) not objecting to or otherwise directly or indirectly interfering with the Debtors’ plan exclusivity;

ii. not solicit, propose, file, support, consent to, encourage, or take any action in furtherance of any Alternative Transaction (but without limiting the consent, approval, or termination rights provided in the Agreement); provided, however, notwithstanding anything to the contrary in the Agreement, if, following the Committee Effective Date, the Committee or any Debtor receives a bona fide written proposal, expression of interest or offer for an Alternative Transaction (an “Alternative Transaction Committee Proposal”) from any Person not solicited in violation of this Section 3(d)(ii) or, to the Committee’s actual knowledge, Section 5(f)(24) of the Agreement, the Committee may, directly or indirectly through its Representatives, (i) contact any Person that has made an unsolicited Alternative Transaction Committee Proposal (and its advisors) for the purpose of clarifying the proposal and any terms thereof and whether it could reasonably be expected to meet the standards set forth in clauses (x), (y) and (z) of this Section 3(d)(ii), so as to determine whether such proposal constitutes, or could reasonably be expected to lead to, a Superior Committee Proposal (as defined below) or (ii) if the Committee shall have determined in good faith and, after considering the advice of its counsel and independent financial advisor(s), that (A) such Alternative Transaction Committee Proposal, constitutes, or could reasonably be expected to result in, a transaction that: (x) would be in the best interests of holders of unsecured Claims against the Debtors, (y) would reasonably be expected to provide each class of unsecured creditors either treatment sufficient to unimpair the Claims in such class or to provide distributions with a value materially in excess of the distributions provided to such class under the transactions contemplated under the Agreement and (z) is at least as feasible and as likely to achieve confirmation and consummation as the transactions contemplated under the Agreement (a “Superior Committee Transaction”) and, (B) in any case, that failure of the Committee to pursue such Alternative Transaction Committee Proposal would reasonably be expected to result in a breach of the Committee’s fiduciary duties under applicable laws (a “Superior Committee Proposal”), the Committee may, in response to such Superior Committee Proposal, engage or participate in discussions and negotiations with such Person, the Debtors and/or the Plan Sponsors regarding such Superior Committee Proposal; provided, further, that, subject to any confidentiality restrictions under which the proposal was submitted, (i) the Committee shall provide (A) notice of each Alternative Transaction Committee Proposal to the Company and each of the Plan Sponsors within 24 hours after the time of receipt of such Alternative Transaction Committee Proposal and (B) a copy of each written Alternative Transaction Committee Proposal, (ii) the Committee shall also notify the Company and each of the Plan Sponsors promptly if the Committee determines that an Alternative Transaction Committee Proposal is a Superior Committee Proposal (and the rationale therefore) no later than 24 hours following such determination, and (iii) if the Committee determines that an Alternative Transaction Committee Proposal is a Superior Committee Proposal, the Committee shall inform counsel to the Company and the Plan Sponsors promptly upon the Committee’s receipt of definitive documents to implement such Superior Committee Proposal. Upon a receipt of a notice from the Committee pursuant to the preceding clause (ii) of its determination that an Alternative Transaction Committee Proposal is a Superior Committee Proposal, the Company and / or Plan Sponsors shall have five (5) Business Days to notify the Committee if they disagree with such determination and include in such notice the basis for such disagreement. If the Company and Plan Sponsors do not provide such notice, then such Alternative Transaction Committee Proposal shall be deemed a Superior Committee Proposal for purposes of the Agreement; and

iii. not object to the Mandatory Payment Notice for the Donlen Sale [D.I. 3684] or the distribution of funds as contemplated therein.

e. The obligations of the Committee under the Agreement shall not limit any of the Committee’s rights:

i. under any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case provided that such appearance and the positions advocated in connection therewith are not inconsistent with the Agreement or the Plan and do not hinder, delay or prevent consummation of the Restructuring;

ii. to consult with the Debtors or any other party in interest in the Chapter 11 Cases; provided that such action is not inconsistent with the Agreement or the Plan and does not hinder, delay or prevent consummation of the Restructuring; or

iii. to enforce any right, remedy, condition, consent or approval requirement under the Agreement or any of the Definitive Documents by or on behalf of itself or any class of unsecured creditors.

f. Notwithstanding anything contained in the Agreement to the contrary, specific performance and injunctive or other equitable relief and the right to terminate the Agreement in accordance with the terms and provisions thereof shall be the sole and exclusive remedies for any breach of this Agreement by the Committee, and no Party (or any other person) shall be entitled to monetary damages for any breach by the Committee of any provision of the Agreement.

g. Notwithstanding anything to the contrary in the Agreement, nothing in the Agreement, the Plan, or anything included in any Definitive Document shall prevent the Committee from taking any action which is aimed at preserving the estimated 82% recovery for Allowed General Unsecured Claims under the Amended Plan, including reviewing, analyzing, defending, objecting and/or responding to any motion, issue or claim that arises in connection with the Chapter 11 Cases that may directly or indirectly impact that estimated recovery.

4. Rights of Committee. The Joinder Parties agree that the Agreement is hereby deemed amended:

a. to provide that none of the Agreement, the Plan or the Rights Offering Procedures may be amended, supplemented, modified or waived without the prior written consent of the Committee, to the extent such amendment, supplement, modification or waiver affects the rights or obligations of the Committee or materially impairs distributions under the Plan to any class of unsecured creditors;

b. to provide the Committee with the same rights as are provided to the Plan Sponsors, PE Sponsors, Requisite Consenting Noteholders and/or Requisite Commitment Parties in the following Sections of the Agreement: 5(a)(6), 5(f)(7), 5(f)(12), 5(f)(13), 5(f)(14), and 5(f)(17);

c. to permit the Committee to take into account the interests of all unsecured Claims against the Debtors (not just those of the Consenting Noteholders), including, without limitation, for purposes of Sections 5(a)(6) and 5(f)(12);

d. to include a covenant by the Debtors and Plan Sponsors to (A) consult in good faith with the Committee regarding the form and substance of any material amendment, supplement, waiver or other modification to or under (or deviation from) the Amended Plan, the Amended Rights Offering Procedures, any other Definitive Document or the Agreement (each, a “Material Modification”) as soon as reasonably practicable, (B) provide the Committee drafts of any Material Modification no later than five (5) Business Days prior to the date the Company intends to file such Material Modification with the Bankruptcy Court, to the extent reasonably practicable, and (C) provide the Committee at least five (5) days advance notice of all other amendments, supplements, waivers or other modifications to or under (or deviations from) the Definitive Documents or the Agreement, to the extent reasonably practicable.

5. Committee Termination Events.

a. The Joinder Parties agree that the Agreement is hereby deemed amended to grant to the Committee the rights to terminate the Agreement (solely with respect to itself) granted (i) to PE Sponsors or the Requisite Consenting Noteholders under clauses (2), (5) - (7), (12) and (14) of Section 8(a) of the Agreement or (ii) to the Debtors under clauses (2), and (10) of Section 8(d) of the Agreement; provided that the Committee determines in good faith that the occurrence of such Committee Termination Event has had, or is reasonably likely to have, a material adverse effect on the rights, interests or treatment of the Committee or any class of unsecured creditors. In furtherance of the foregoing, each such Termination Event is hereby deemed incorporated as an independent additional Committee Termination Event under Section 8(c) of the Agreement, mutatis mutandis.

b. The Committee may terminate the Agreement (including, for the avoidance of doubt, this Joinder) as to itself only, upon one (1) business day’s written notice thereof by the Committee to the other Parties in accordance with Section 11(l) of the Agreement, upon the occurrence of any of the following events, each of which is hereby incorporated as an independent additional Committee Termination Event under Section 8(c) of the Agreement and shall replace and supersede the Committee Termination Events set forth in Section 8(c) of the Agreement in effect prior to the Joinder Effective Date in their entirety:

i. any of the Committee Termination Events described in Section 5(a) of this Joinder and the Committee determines in good faith that the occurrence of such Committee Termination Event has had, or is reasonably likely to have, a material adverse effect on the rights, interests or treatment of the Committee or any class of unsecured creditors;

ii. the Committee determines in good faith, based upon advice of counsel, that, in light of a Superior Committee Proposal received in compliance with Section 3(d)(ii) of this Joinder, continuing to support the Restructuring would be inconsistent with the exercise of its fiduciary duties under applicable law; provided that, for purposes of considering whether any potential treatment or distribution would reasonably be expected to satisfy the standards set forth in clauses (x), (y) and (z) of Section 3(d)(ii) of this Joinder, the Committee shall consider the reasonably expected cost and delay of obtaining such treatment or distribution and the risk of forgoing the treatment of holders of unsecured Claims against the Debtors under the Plan, including the risk of implementing and closing the Superior Committee Proposal; and provided, further, that the Committee shall give prompt written notice to counsel to the Debtors and Plan Sponsors of any determination in accordance with this Section 5(b)(ii) (electronic mail among counsel being sufficient);

iii. the treatment of the unsecured Claims in the Plan for any class of unsecured creditors is materially and adversely modified or otherwise materially and adversely deviates from that specified in the Amended Plan;

iv. any of the Debtors or the Plan Sponsors proposes or explicitly supports any Alternative Transaction that proposes treatment for any class of unsecured creditors that materially and adversely deviates from the treatment specified in the Amended Plan;

v. any Definitive Document is amended, submitted, modified, or supplemented or any provisions contained therein are waived in a manner that materially and adversely affects the rights, interests or treatment of the Committee or any class of unsecured creditors, as compared to such treatment as set out in the Amended Plan, the Amended Rights Offering Procedures or the Agreement, without the consent of the Committee, and such amendment remains in effect for five (5) Business Days after the Committee transmits a written notice to the other Joinder Parties;

vi. the Agreement is amended, supplemented or modified (or a waiver granted thereunder) without the prior written consent of the Committee and the Committee determines in good faith that such amendment, supplement or waiver has a material and adverse effect on the rights, interests or treatment of the Committee or any class of unsecured creditors;

vii. the breach by any Debtor or Plan Sponsor of any obligation, commitment agreement, representation, warranty, covenant, or other provision contained in this Agreement in any material respect, which breach (i) would materially and adversely affect the rights, interest or treatment of the Committee or any class of unsecured creditors and (ii) remains uncured for a period of five (5) business days after the receipt by the other Parties of written notice of such breach from the Committee, other than a breach that is incurable, for which no cure period shall be required or apply; provided that a breach by an individual Consenting Noteholder of the type specified in the proviso to Section 8(d)(1) of the Agreement may be cured in in such manner and within such time as set forth in such proviso;

viii. any Debtor files a motion or application (or a series of motions or applications) seeking authority to sell in a single sale, or in a series of sales that in the aggregate would constitute, all or a material portion of its assets or equity interests without the prior written consent of the Committee;

ix. the Confirmation Order has not been entered by the Bankruptcy Court by November 22, 2021; or

x. the Effective Date shall not have occurred by January 1, 2022.

6. Effectiveness of Amendment. This Joinder shall be effective on the date upon which each of the Debtors, the Committee and the Requisite Commitment Parties shall have executed and delivered counterpart signature pages of this Joinder to counsel to each of the other Joinder Parties (the “Joinder Effective Date”). For purposes of the Agreement, the Joinder Effective Date shall be deemed the Committee Effective Date. The Debtors shall file the Amended Plan and Amended Rights Offering Procedures with the Bankruptcy Court within one (1) Business Day of the Joinder Effective Date.

7. Miscellaneous.

a. Sections 11(b)-(o) are hereby incorporated into this Joinder, mutatis mutandis.

b. Copies of all notices to Committee pursuant to the Agreement shall be sent by email to acaton@kramerlevin.com, tmayer@kramerlevin.com, and abyowitz@kramerlevin.com.

c. Interpretation.

i. On and after the Joinder Effective Date, whenever the Plan Support Agreement is referred to in any agreements, documents, or instruments, such reference shall be deemed to be to the Plan Support Agreement as amended by this Joinder. Without limiting the foregoing, references to the Plan Support Agreement and this Joinder include each of their exhibits, annexes, and schedules.

ii. For the avoidance of doubt, any consent, consultation, information, termination or other right provided to the Committee under the Agreement (including, for the avoidance of doubt, as amended by this Joinder) shall be cumulative to, and not in lieu of, any other consent, consultation, information, termination or other right provided to the Committee under the Agreement or otherwise.

d. Ratification. This Joinder constitutes a valid amendment and supplement to the Plan Support Agreement in accordance with its terms.

e. Acknowledgement Regarding Termination Rights. This Joinder is being effectuated in accordance with the Plan Support Agreement and therefore, shall not constitute a termination event thereunder or otherwise constitute a breach by any of the Parties under the Plan Support Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed by their respective officers thereunto duly authorized, as of the date first written above.

	Hertz Global Holdings, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	The Hertz Corporation

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	CMGC Canada Acquisition ULC (CCAA)

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Dollar Rent A Car, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]

	Dollar Thrifty Automotive Group Canada, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Dollar Thrifty Automotive Group, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	DTG Canada Corp.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	DTG Operations, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]


	DTG Supply, LLC

	By:	DTG Operations, Inc.,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Firefly Rent A Car, LLC

	By:	The Hertz Corporation,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	Hertz Aircraft, LLC

	By:	The Hertz Corporation,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]


	Hertz Canada Limited

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Hertz Car Sales, LLC

	By:	The Hertz Corporation,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	Hertz Global Services Corporation

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Hertz Local Edition Corp.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]


	Hertz Local Edition Transporting, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Hertz System, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Hertz Technologies, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Hertz Transporting, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]


	Rental Car Group Company, LLC

	By:	The Hertz Corporation,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	Rental Car Intermediate Holdings, LLC

	By:	Hertz Global Holdings, Inc.,
		Its sole member and manager

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Executive Vice President, General Counsel and Secretary

	Smartz Vehicle Rental Corporation

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

	Thrifty Car Sales, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]

Thrifty Rent-A-Car System, LLC

By:	Thrifty, LLC,
	Its Sole member/manager
	By:	Dollar Thrifty Automotive Group, Inc.,
		Its Sole Member/Manager

By:	/s/ M. David Galainena
Name:	M. David Galainena
Title:	Vice President, General Counsel and Secretary

Thrifty, LLC

By:	Dollar Thrifty Automotive Group, Inc.,
	Its sole member and manager

By:	/s/ M. David Galainena
Name:	M. David Galainena
Title:	Vice President, General Counsel and Secretary

TRAC Asia Pacific, Inc.

By:	/s/ M. David Galainena
Name:	M. David Galainena
Title:	Vice President, General Counsel and Secretary

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]


	SellerCo Fleet Leasing, Ltd.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	President

	SellerCo Corporation

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	President and Chief Executive Officer

	SellerCo FSHCO Company

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	President and Chief Executive Officer

	SellerCo Mobility Solutions, Inc.

	By:	/s/ M. David Galainena
	Name:	M. David Galainena
	Title:	Chairman of the Board and President

[Signature Page to Joinder Agreement in Respect of Plan Support Agreement]

Committee Signature Page to Joinder Agreement in Respect of Plan Support Agreement

*OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN IN RE THE HERTZ CORPORATION, ET AL.,* 20-11218 (MFW) (BANKR. DISTRICT OF DELAWARE)**

/s/ Amy Caton
Name: Amy Caton
Title: Counsel to the Official Committee of Unsecured Creditors

Address:

E-mail address(es): acaton@kramerlevin.com

	CENTERBRIDGE CAPITAL PARTNERS IV, L.P.
	By:	Centerbridge Associates IV, L.P., its General Partner
	By:	CCP IV Cayman GP Ltd., its General Partner

	By:	/s/ Bao Truong
	Name:	Bao Truong
	Title:	Authorised Signatory

	Notice Address:

	Centerbridge Partners, LP.
	375 Park Avenue
	New York, New York 10152

	Attention: The Office of the General Counsel
	Email: legalnotices@centerbridge.com

[Signature Page to Joinder to Plan Support Agreement]

	WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

	WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

	WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

[Signature Page to Joinder to Plan Support Agreement]

	WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

	WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

	WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

	By:	/s/ Steven Glenn
	Name:	Steven Glenn
	Title:	Authorised Signatory

	Notice Address:
	450 Lexington Ave
	New York, NY 10017

	Attention: General Counsel
	Email: notices@warburgpincus.com

[Signature Page to Joinder to Plan Support Agreement]

	DUNDON CAPITAL PARTNERS, LLC

	By:	/s/ Tom Dundon
	Name:	Tom Dundon
	Title:	Chairman and Managing Partner

	Notice Address:

	Dundon Capital Partners, LLC
	2100 Ross Ave Ste 550
	Dallas, TX, 75201-6765

	Attention: Tom Dundon
	Email: td@dundon.co

[Signature Page to Joinder to Plan Support Agreement]