EXHIBIT 4(b)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE SECURITIES DEPOSITORY
OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $250,000,000
CUSIP: 428040 BW 8
ISIN: US428040BW89
Common Code: 019844994
THE HERTZ CORPORATION
6.9% Notes due August 15, 2014
Original Issue Date: August 5, 2004
Interest Payment Dates: February 15 and August 15
Maturity Date: August 15, 2014
Interest Rate: 6.9%
THE HERTZ CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $250,000,000 (the "Principal
Amount") on the Maturity Date shown above, except as provided below, and to pay
interest thereon at the rate per annum shown above. The Company will pay
interest semiannually on the Interest Payment Dates, commencing February 15,
2005. Interest on this Note will be calculated on the basis of a 360-day year of
twelve 30-day months. Interest payable on any Interest Payment Date will include
interest accrued from, and including, the most recent date to which interest has
been paid or, if no interest has been paid,
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from the Original Issue Date shown above to, but excluding, such Interest
Payment Date or Maturity Date, or date of earlier redemption, as the case may
be. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the February 1 or the August 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Company, notice whereof shall be given to holders of Notes not less than 15
calendar days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange upon which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.
In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (the Place of Payment), in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest payable with respect to such Notes in definitive form, may
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.
This Note is one of a duly authorized issue of securities of the Company
(herein referred to as the "Securities") evidencing its unsecured indebtedness,
of the series hereinafter specified, all issued under and pursuant to an
indenture, dated as of March 16, 2001, (herein referred to as the "Indenture"),
duly executed and delivered by the Company and The Bank of New York, as Trustee
(hereinafter called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and Holders of the Securities. The Securities may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
provided in the Indenture. This Note is one of the series designated as the 6.9%
Notes due August 15, 2014 of the Company (herein referred to as the "Notes"),
limited except as provided in the Indenture to the aggregate principal amount of
two hundred fifty million dollars ($250,000,000). The Company may, without the
consent of the Holder hereof, create and issue additional securities ranking
pari pasu with the Notes of this series in all respects and so that such
additional securities shall be consolidated and form a single series having the
same terms as to status, redemption or otherwise as the Notes initially issued.
No additional securities may be issued if an Event of Default has occurred.
The Notes are not entitled to any sinking fund.
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The Company may redeem the Notes, in whole or in part, at its option at
any time, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the Notes to be redeemed; and
(2) the sum of the present values of the remaining scheduled
payments of principal and interest (other than accrued interest) on the
Notes to be redeemed as described below, discounted to the redemption date
on a semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the adjusted Treasury rate described below plus 35 basis
points.
In either case, the redemption price will also include interest accrued to
the date of redemption on the principal balance of the Notes being redeemed.
The Company will use the following procedures to calculate the adjusted
Treasury rate described in the previous paragraph. The Company will appoint as
reference dealers Barclays Capital Inc., Deutsche Bank Securities Inc., J.P.
Morgan Securities Inc., or their successors, and any three other nationally
recognized securities firms that are primary U.S. government securities dealers
in The City of New York. The Company will select one of these reference dealers
to act as its quotation agent. If any of these firms ceases to be a primary
dealer of U.S. government securities in The City of New York, the Company will
appoint another nationally recognized securities firm as a substitute.
The quotation agent will select a United States Treasury security that has
a maturity comparable to the remaining maturity of the Notes and that would be
used in accordance with customary financial practice to price new issues of
corporate debt securities with a maturity comparable to the remaining maturity
of the Notes. The reference dealers will provide the Company and the Trustee
with the bid and asked prices in writing for that comparable United States
Treasury security as of 3:30 p.m., New York time, on the third Business Day
before the redemption date. The Trustee will calculate the mean of the bid and
asked prices provided by each reference dealer, eliminate the highest and the
lowest reference dealer quotations and then calculate the mean of the remaining
reference dealer quotations. However, if the Trustee obtains fewer than four
reference dealer quotations, it will calculate the mean of all reference dealer
quotations and not eliminate any quotations. The Company refers to this average
quotation as the comparable Treasury price.
The adjusted Treasury rate will be the rate per annum equal to the
semiannual equivalent yield to maturity of the comparable United States Treasury
security, assuming a price for the comparable United States Treasury security
(expressed as a percentage of its principal amount) equal to the comparable
Treasury price for such redemption date.
The Company will mail notice of any redemption to the Holder not less than
30 days and not more than 60 days before the redemption date. Unless the Company
defaults in payment of the redemption price on the redemption date, interest
will cease to accrue on the Notes or portions of Notes called for redemption on
and after the redemption date. If the Company redeems less than all of the
Notes, the Trustee will choose the Notes to be redeemed by any method that it
deems fair and appropriate.
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The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes of this series such additional
amounts as are necessary in order that the net payment by the Company or a
Paying Agent of the principal of and interest thereon in respect of any
beneficial owner thereof who is a non-United States person, after deduction for
any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes of this series in respect of such beneficial owner,
to be then due and payable; provided, however, that the foregoing obligation to
pay additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the beneficial owner of any portion of the
Notes of this series, or a fiduciary, settlor, beneficiary, member or
shareholder of such beneficial owner if such beneficial owner is an
estate, trust, partnership or corporation, or a person holding a power
over an estate or trust administered by a fiduciary holder, being
considered as:
(a) being or having been present or engaged in trade or business
in the United States or having or having had a permanent
establishment in the United States;
(b) having a current or former relationship with the United
States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled
foreign corporation with respect to the United States or a
corporation that has accumulated earnings to avoid United States
federal income tax; or
(d) being or having been a "10-percent shareholder" of the Company
as defined in Section 871(h)(3) of the United States Internal
Revenue Code or any successor provision;
(2) to any holder of the Notes of this series that is not the sole
beneficial owner of any Note of this series, or portion thereof, or that
is a fiduciary or partnership, but only to the extent that a beneficiary
or settlor with respect to the fiduciary, or a beneficial owner or member
of the partnership would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member
received directly its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld by reason of the failure of the holder of any portion of the
Notes of this series or any other person to comply with the certification,
identification or information reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or the beneficial owner of any portion of the Notes of this
series, if compliance is required by statute or by regulation of the
United States Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption from
such tax, assessment or other governmental charge;
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(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from the
payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment or
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal of or
interest on any Notes of this series, if such payment can be made without
such withholding by any other paying agent;
(8) to any tax, assessment or governmental charge required to be
withheld or deducted where such withholding or deduction is imposed on a
payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such
directive; or
(9) in the case of any combination of items (1), (2), (3), (4),
(5), (6), (7) and (8).
The Notes of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided herein, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States, or any
change in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after July 29, 2004, the Company becomes
or will become obligated to pay additional amounts as described above with
respect to any Notes of this series or (b) any act is taken by a taxing
authority of the United States on or after July 29, 2004, whether or not such
act is taken with respect to the Company or any affiliate, that results in a
substantial probability that the Company will or may be required to pay such
additional amounts with respect to any Notes of this series, then the Company
may, at its option, redeem, as a whole, but not in part, all of the Notes of
this series on not less than 30 nor more than 60 days' prior notice, at a
redemption price equal to 100% of their principal amount, together with interest
accrued thereon to the date fixed for redemption, provided that the Company
determines, in its business judgment, that the obligation to pay such additional
amounts cannot be avoided by the use of reasonable measures available to it, not
including substitution of the obligor under the Notes of this series. No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the
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effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion the Company is entitled to redeem the Notes of this series pursuant to
their terms. Unless the Company defaults in payment of the redemption price on
the redemption date, interest will cease to accrue on the Notes of this series
on and after the redemption date.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident of
the United States, a corporation or partnership (or other entity treated as a
partnership or corporation for federal income tax purposes) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia (other than a partnership that is not treated as a United
State person under the applicable Treasury regulations), any estate the income
of which is subject to United States federal income taxation regardless of its
source, or any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in the
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to
be treated as United States persons will also be a United States person and
"non-United States person" means a person who is not a United States person.
Notices with respect to the Notes of this series will be published in
newspapers in The City of New York and in London. It is expected that
publication will be made in the City of New York in The Wall Street Journal and
in London in the Financial Times. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture provides that in certain events such declaration and its
consequences may be waived by the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Any such waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and of any
Note issued upon the transfer hereof or in exchange or substitution herefor,
irrespective of whether or not any notation of such waiver is made upon this
Note or such other Notes.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of all Outstanding Securities or, in certain cases, of the
Outstanding Securities of each series to be affected, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall (i)
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change the Stated Maturity of the principal of, or any installment of principal
or interest on, any Security, or reduce the principal amount thereof or the rate
of interest, if any, thereon, or any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discounted Security that
would be due and payable upon a declaration of the Maturity thereof, or change
the coin or currency in which any Security or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date) or (ii) reduce the percentage in principal amount of the
Outstanding Securities or the Outstanding Securities of any particular series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of the Indenture or certain defaults thereunder or their
consequences provided for in the Indenture. It is also provided in the Indenture
that prior to the acceleration of maturity of the Securities of any particular
series upon the occurrence of an Event of Default with respect to such series as
permitted by the Indenture, the Holders of a majority in aggregate principal
amount of the Securities of such series at the time Outstanding may on behalf of
the Holders of all of the Securities of such series waive any past default under
the Indenture with respect to Securities of such series and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest, if any, on any of the Securities of such series. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued upon transfer hereof or in exchange
or substitution herefor, irrespective of whether or not any notation of such
consent or waiver is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, as prescribed herein and
in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable by the Holder hereof on the
Security Register of the Company, upon due presentment of this Note for
registration of transfer at the office of the Security Registrar, or at the
office of any Security Co-Registrar duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to, the Company and the
Security Registrar or any such Security Co-Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes are exchangeable for new Notes of any authorized denominations of the same
aggregate principal amount as requested by the Holder surrendering the same. If
(x) the Securities Depository is at any time unwilling or unable to continue as
securities depository and a successor depository is not appointed by the Company
within 60 days, (y) the Company executes and delivers to the Trustee a Company
Order to the effect that this Note shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, this Note
shall be exchangeable for Notes in definitive form
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of like tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. Such definitive Notes
shall be registered in such name or names as the Securities Depository shall
instruct the Trustee. If definitive Notes are so delivered, the Company may make
such changes to the form of this Note as are necessary or appropriate to allow
for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer, the Company, the
Trustee, the Security Registrar, any Security Co-Registrar and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee, the Security Registrar,
any Security Co-Registrar nor any such agent shall be affected by notice to the
contrary.
The Holder of this Note shall not have recourse for the payment of
principal of or interest on this Note or for any claim based on this Note or the
Indenture against any director, officer or stockholder, past, present or future,
of the Company. By acceptance of this Note, the Holder waives any such claim
against any such Person.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used but not defined in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee under such Indenture, this Note shall not be entitled to any benefit
under such Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
manually or in facsimile, and a facsimile of its corporate seal to be imprinted
hereon.
Dated: August 5, 2004
THE HERTZ CORPORATION
By:______________________________________
Treasurer
Attest:__________________________________
Assistant Secretary
[SEAL]
Dated: August 5, 2004
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series designated herein,
issued under the Indenture
described herein.
THE BANK OF NEW YORK, as Trustee
By:__________________________________
Authorized Signatory
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