Contract

Exhibit 4.12

This AMENDMENT NO. 1, dated as of November 20, 2006 (this “Amendment”), to the Registration Rights Agreement, dated as of December 21, 2005 (as it may be amended from time to time, the “Registration Rights Agreement”), by and among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.), a Delaware corporation (“Hertz Holdings”), and the stockholders of Hertz Holdings listed on the signature pages hereto (collectively, the “RRA Parties”), is entered into by and among the RRA Parties in accordance with Section 12(c) of the Registration Rights Agreement.  Capitalized terms used but not defined herein shall have the meanings given to such terms in, and all references to Articles and Sections herein are references to Articles and Sections of, the Registration Rights Agreement.

The parties hereby agree as follows:

1. Amendment to Section 1(b).  Section 1(b) is hereby amended to increase the number of Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)) that each Principal Investor is entitled to initiate by deleting the words “no more than two Demand Registrations” that appear at the beginning of the first sentence of Section 1(b) and replacing them with the words “no more than three Demand Registrations”.

2. New Section 12(o).  A new Section 12(o) is hereby added to the Registration Rights Agreement, following Section 12(n), as follows:

“12(o) Stockholders Agreement.  This Agreement is subject to Section 3.1 of the Stockholders Agreement”.

3. Counterparts.  This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Amendment.

4. Governing Law.  This Amendment will be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

5. Continuing Effect of Registration Rights Agreement.  Except as amended hereby, the Registration Rights Agreement is hereby confirmed and ratified and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment by their authorized representatives as of the date first above written.

	HERTZ GLOBAL HOLDINGS, INC.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Executive Vice President and Chief Financial Officer

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	XXXXXXX, DUBILIER & RICE FUND VII, L.P.
	By:	CD&R Associates VII, Ltd., its general partner
	By:	/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Vice President
	CDR CCMG CO-INVESTOR L.P.
	By:	CDR CCMG Co-Investor GP Limited, its general partner
	By:	/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Director
	CD&R PARALLEL FUND VII, L.P.
	By:	CD&R Parallel Fund Associates VII, Ltd., its general partner
	By:	/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Vice President

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	CARLYLE PARTNERS IV, L.P.
	By:	TC Group IV, L.P., its general partner
		By:	TC Group IV, L.L.C., its general partner
			By:		TC Group, L.L.C., its sole member
					By:	TCG Holdings, L.L.C., its managing member
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Managing Director
	XX XX COINVESTMENT, L.P.
	By:	TC Group IV, L.P., its general partner
		By:		TC Group IV, L.L.C., its general partner
				By:	TC Group, L.L.C., its sole member
					By:		TCG Holdings, L.L.C., its managing member
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Managing Director
	CEP II U.S. INVESTMENTS, L.P.
	By:	CEP II GP, L.P., its general partner
		By: Carlyle Investment GP Corp., its general partner
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Director
	CEP II PARTICIPATIONS S.à.x.x XXXXX
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Manager
	By:	/s/ Xxxxxxxxxxx Xxxx
		Name: Xxxxxxxxxxx Xxxx
		Title: Manager

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	ML GLOBAL PRIVATE EQUITY FUND, L.P.
	By:	MLGPE LTD, its general partner
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Managing Director
	XXXXXXX XXXXX VENTURES L.P. 2001
	By:	Xxxxxxx Xxxxx Ventures, LLC, its general partner
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Executive Vice President
	XX XXXXX CO-INVESTOR, L.P.
	By:	XX Xxxxx Co-Investor GP, L.L.C., its general partner
		By:	ML Global Private Equity Fund, L.P., as sole member
			By:	MLGPE LTD, its general partner
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Managing Director

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	CMC-HERTZ PARTNERS, L.P.
	By:	CMC-Hertz General Partner, L.L.C., its general partner
	By:	/s/ Xxxxxx X. X’Xxxxxxx
		Name: Xxxxxx X. X’Xxxxxxx
		Title: Managing Director

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