Document

EX-10.5 3 ex105-hvfiii2021xaxamendme.htm EX-10.5 Document

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SERIES 2021-A SUPPLEMENT

This AMENDMENT NO. 2 (this “Amendment”), dated as of May 8, 2024, to the SECOND AMENDED AND RESTATED SERIES 2021-A SUPPLEMENT, dated as of June 28, 2023 (as amended by Amendment No. 1 to the Second Amended and Restated Series 2021-A Supplement, dated as of April 16, 2024, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Series 2021-A Supplement”), by and among HERTZ VEHICLE FINANCING III LLC, a special purpose limited liability company established under the laws of Delaware (the “Issuer”), THE HERTZ CORPORATION, a corporation established under the laws of Delaware (“THC”), as Administrator (in such capacity, the “Administrator”), DEUTSCHE BANK AG, NEW YORK BRANCH, as program agent (in such capacity, the “Program Agent”), the certain committed note purchasers party thereto (in such capacity, the “Committed Note Purchasers”), the certain conduit investors party thereto (in such capacity, the “Conduit Investors”), the certain funding agents for the investor groups party thereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”) to the Base Indenture, dated as of June 29, 2021, by and between the Issuer and the Trustee (as amended by Amendment No. 1 to the Base Indenture, dated as of June 27, 2022, and as may be further amended, restated, supplemented, or otherwise modified from time to time, exclusive of series supplements, the “Base Indenture”).

WITNESSETH:

WHEREAS, pursuant to Section 6.2(b)(iii) (Covenants) of the Series 2021-A Supplement, the Issuer and the Administrator covenant not to amend certain definitions without the written consent of each Committed Note Purchaser and each Conduit Investor of the Class affected by such amendment;

WHEREAS, Section 11.10(a) (Amendments) of the Series 2021-A Supplement permits the Issuer and the Trustee to amend the Series 2021-A Supplement in writing, with the consent of the Series 2021-A Required Noteholders, subject to certain conditions set forth in the Series 2021-A Supplement;

WHEREAS, the parties hereto desire, in accordance with Section 6.2(b)(iii) (Covenants), Section 11.10(a) (Amendments), and Section 11.26 (Future Amendment to Series 2021-A Manufacturer Percentage) of the Series 2021-A Supplement, to amend the definition of “Series 2021-A Manufacturer Percentage” in order to reduce the Series 2021-A Manufacturer Limit for Tesla from 25.00% to 17.50%;

WHEREAS, such amendment would affect each Committed Note Purchaser and each Conduit Investor; and

WHEREAS, the Series 2021-A Noteholders signatory hereto collectively constitute the Series 2021-A Required Noteholders, and each Committed Note Purchaser and each Conduit Investor consent to the amendment herein by its signature hereto.

NOW, THEREFORE, based upon the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

AGREEMENTS

1.Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in (or by reference in) Schedule I to the Base Indenture or in (or by reference in) Schedule I to the Series 2021-A Supplement, as applicable.

2.Amendment to the Series 2021-A Supplement. Pursuant to Section 6.2(b) (Covenants), Section 11.10(a) (Amendments) and Section 11.26 (Future Amendment to Series 2021-A Manufacturer Percentage) of the Series 2021-A Supplement, the Issuer and the Trustee hereby agree to amend the definition of “2021-A Manufacturer Percentage” in Schedule I to the Series 2021-A Supplement (the “Amendment”) by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text), in each case, as set forth below:

““Series 2021-A Manufacturer Percentage” means, for any Manufacturer listed in the table below, the percentage set forth opposite such Manufacturer in such table. In addition, the portfolio of vehicles will include a maximum of 5.0% of medium-duty trucks.


Manufacturer			Series 2021-A Manufacturer Limit
Audi			12.50%
BMW			12.50%
Chrysler			55.00%
Fiat			12.50%
Ford			55.00%
GM			55.00%
Honda			55.00%
Hyundai			55.00%
Jaguar			12.50%


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Kia			55.00%
Land Rover			12.50%
Lexus			12.50%
Mazda			35.00%
Mercedes			12.50%
Nissan			55.00%
Subaru			12.50%
Tesla			25.0017.50%
Toyota			55.00%
Volkswagen			55.00%
Volvo			35.00%
Hyundai & Kia combined			55.00%
Chrysler & Fiat combined			55.00%
Volkswagen & Audi combined			55.00%
Any other individual Manufacturer			10.00%

3.Consents.

(a)Each Series 2021-A Noteholder, by execution of its signature page to this Amendment hereby:

(i)represents, warrants and certifies, for itself but not for any other Series 2021-A Noteholder, that: (i) it holds the portion of the Series 2021-A Notes set forth opposite its name on (x) Schedule 1 of this Amendment for each Class A Noteholder and (y) Schedule 2 of this Amendment for each Class B Noteholder, (ii) its consent to the Amendment have been duly authorized by it; and (iii) this Amendment has been duly executed and delivered by it; and

(ii)affirms its consent to the Amendment by execution of its signature page to this Amendment.

(b)Each Committed Note Purchaser and each Conduit Investor affirms its consent to the Amendment by execution of its signature page to this Amendment.


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4.Representations and Warranties of the Issuer.

(a)Each representation and warranty of the Issuer set forth in the Base Indenture and the Series 2021-A Supplement is true and correct as of the date of this Amendment in all material respects (except for representations and warranties which are limited as to materiality by their terms, which representations and warranties shall be true and correct as of the date of this Amendment) as though such representation or warranty were being made on and as of the date hereof and is hereby deemed repeated as though fully set forth herein.

(b)The execution, delivery and performance by the Issuer of this Amendment (i) have been duly and validly authorized by all necessary corporate and statutory trust proceedings of the Issuer, (ii) requires no action by or in respect of, or filing with, or any consent or approval of, any governmental body, agency or official, which has not been obtained and (iii) do not conflict with or violate or result in a breach of (x) any of the provisions of, or constitutes a default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which the Issuer or any of its property is bound, which conflict, violation or default could reasonably be expected to have a Material Adverse Effect or (y) any Requirement of Law.

(c)This Amendment has been executed and delivered by a duly authorized officer of the Issuer.

(d)Each of this Amendment and the Series 2021-A Supplement as amended hereby is a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by confidential general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

(e)Upon giving effect to this Amendment, there is no Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default that is continuing as of the date hereof.

5.Reference to and Effect on the Series 2021-A Supplement; Ratification.

(a)Except as specifically amended above, the Series 2021-A Supplement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

(b)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Series 2021-A Supplement, or constitute a waiver of any provision of any other agreement.

(c)Upon the effectiveness hereof, each reference in the Series 2021-A Supplement to “Series 2021-A Supplement”, “hereto”, “hereunder”, “hereof” or words of like import referring to the Series 2021-A Supplement, and each reference in any other Series 2021-A Related Document to “Series 2021-A Supplement”, “thereto”, “thereof”, “thereunder” or words of like


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import referring to the Series 2021-A Supplement, shall mean and be a reference to the Series 2021-A Supplement as amended by this Amendment.

(d)The Issuer hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in the Series 2021-A Supplement, including such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its Note Obligations and its grant of Liens on the Series 2021-A Collateral to secure the Note Obligations pursuant to the Series 2021-A Supplement and (iii) that the grant referenced in the foregoing clause (ii) continues in full force and effect in respect of, and to secure, such Note Obligations under the Series 2021-A Supplement after giving effect to this Amendment.

6.Counterparts; Electronic Signature. This Amendment may be executed in any number of counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or DocuSign)), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart signature page of this Amendment by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will be binding on all parties hereto to the same extent as if it were manually executed.

7.Governing Law. THIS AMENDMENT AND ALL MATTERS ARISING FROM OR IN ANY MANNER RELATING TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

8.Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions thereof.

9.Severability. The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

10.Effectiveness. This Amendment shall be effective upon delivery of executed signature pages by all parties hereto.


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11.Interpretation. Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

12.Trustee Not Responsible. The Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein.

13.Conflicts. To the extent of any inconsistency between the terms of the Base Indenture, the Series 2021-A Supplement or the Series 2021-A Notes and this Amendment, the terms of this Amendment will control.

14.Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the amendments to the Series 2021-A Supplement as set forth herein.

15.Successors. All covenants and agreements in this Amendment by the parties hereto shall bind their respective successors.

[Signature pages follow]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.


HERTZ VEHICLE FINANCING III LLC, as Issuer
By:			\s\ Mark E. Johnson
			Name: Mark E. Johnson
			Title: Senior Vice President and Treasurer