CCMG ACQUISITION CORPORATION as Issuer and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeIndenture • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
INDENTURE, dated as of December 21, 2005 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CCMG Acquisition Corporation, a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
Exchange and Registration Rights AgreementHertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers) • New York
CCMG Acquisition Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) (i) to the purchasers named in Schedule I to the Purchase Agreement (the “Purchasers”) for whom the addressees listed above (the “Representatives”) are acting as representatives, an aggregate of $600 million principal amount of 10.5% Senior Subordinated Notes due 2016 of the Company (the “Notes”). Concurrently with or immediately following the consummation of the Acquisition, The Hertz Corporation (“Hertz”) and the guarantors listed on Schedule III to the Purchase Agreement (the “Guarantors”) will execute the Supplemental Senior Subordinated Indenture, pursuant to which Hertz will assume all of the obligations of an issuer under the Initial Senior Subordinated Indenture and the Notes and the Guarantors will guarantee (the “Guarantees”) the Notes on a senior subordinated basis. References in this Agreement to the “Company”
GUARANTEE AND COLLATERAL AGREEMENT made by CCMG CORPORATION,Guarantee and Collateral Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 21, 2005, made by CCMG CORPORATION, a Delaware corporation (“CCMGC”), THE HERTZ CORPORATION, a Delaware corporation (in its specific capacity as Parent Borrower, together with its successors and assigns, the “Parent Borrower”) and certain of its Subsidiaries in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
INTERCREDITOR AGREEMENT by and between DEUTSCHE BANK AG, NEW YORK BRANCH, as ABL Agent, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Term Agent Dated as of December 21, 2005Intercreditor Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
THIS INTERCREDITOR AGREEMENT (as amended or otherwise modified pursuant to the terms hereof, this “Agreement”) is entered into as of December 21, 2005 between DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the Original ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof in their capacity as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”) and DBNY, in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agent”) for the financial institutions party from time to time to the Term Credit Agreement referred to be
Employee Stock Subscription AgreementEmployee Stock Subscription Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • Delaware
This Employee Stock Subscription Agreement, dated as of , 2006 between Hertz Global Holdings, Inc., a Delaware corporation, and the employee whose name appears on the signature page hereof, is being entered into pursuant to the Hertz Global Holdings, Inc. Stock Incentive Plan. The meaning of each capitalized term may be found in Section 10.
SECURITY AGREEMENTSecurity Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • Ontario
Security Agreement dated as of December 21, 2005 and made by 1677932 Ontario Limited, to and in favour of BNP Paribas (Canada) as Security Agent for the benefit of the Finance Parties and the Euro MTN Secured Parties.
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by MATTHEWS EQUIPMENT LIMITED and WESTERN SHUT-DOWN (1995) LIMITED and certain of its Subsidiaries, in favour of DEUTSCHE BANK AG, CANADA BRANCH, as Canadian Agent and Canadian Collateral Agent Dated as...Canadian Guarantee and Collateral Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 21, 2005, made by MATTHEWS EQUIPMENT LIMITED, an Ontario corporation (“Matthews”), WESTERN SHUT-DOWN (1995) Limited, an Ontario corporation (“Western”) and certain of its Subsidiaries in favour of Deutsche Bank AG, Canadian Branch (“DBCB”), as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”) and Canadian administrative agent (in such capacity, the “Canadian Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ContractConsulting Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This CONSULTING AGREEMENT, dated as of December 21, 2005 (this “Agreement”), is entered into by and among CCMG Holdings, Inc., a Delaware corporation (the “Company”), The Hertz Corporation, a Delaware corporation (“Hertz”), and TC Group IV, L.L.C., a Delaware limited liability company (“Manager”).
SHARES ACCOUNT PLEDGE AGREEMENT (ACTE DE NANTISSEMENT DE COMPTE D’INSTRUMENTS FINANCIERS) DATED 21 DECEMBER, 2005 BETWEEN EQUIPOLE as Pledgor BNP PARIBAS as Security Agent HERTZ EQUIPEMENT FRANCE as Account Holder BNP PARIBAS as Bank Account Holder...Account Pledge Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
a société anonyme incorporated under the laws of France, having a share capital of 54.962.390 €, whose registered office is situated at 1 rue Eugene Hanaff 78190 Trappes, registered with the Registre du Commerce et des Sociétés de Versailles under the number 377 839 667, represented by a duly authorized signatory for the purpose of this Agreement, as Pledgor;
DEED OF CHARGE OVER SHARES in Hertz Holdings III UK Limited relating to a Senior Bridge Facilities Agreement dated 21 December 2005Hertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers)
Joinder Agreement to the Exchange and Registration Rights AgreementJoinder Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
Upon the consummation of the Acquisition, the undersigned hereby agrees to be bound by all the obligations of an Issuer under the terms of the Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated December 21, 2005, among CCMG Acquisition Corporation, a Delaware corporation, and the Purchasers. The undersigned further agrees that all references in the Registration Rights Agreement to the “Issuer” and the “Company” shall be references to the undersigned. Capitalized terms used, but not defined, in this Joinder Agreement to the Exchange and Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.
PLEDGE OF A BUSINESS AS A GOING CONCERNHertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers)
a société par actions simplifiée organized and incorporated under the laws of France, having a share capital of 25.394.868,19 €, registered with the register of commerce and companies of Versailles under number 319 505 632, whose head office is located at 1, rue Eugène Hénaff, Zone d’Activité du Buisson de la Couldre, 78190 Trappes, represented by a duly authorized signatory for the purpose of this Agreement, as Pledgor;
ABL Mortgage ScheduleHertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers)
A separate mortgage or mortgages substantially identical in all material respects to Exhibit 4.7.7 hereto was entered into between The Hertz Corporation or Hertz Equipment Rental Corporation and Deutsche Bank AG, New York Branch with respect to each of the properties listed below:
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor, THE HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION, as a secured party, BNY MIDWEST TRUST COMPANY as a...Collateral Agency Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of December 21, 2005 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), as grantors (each a “Grantor”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as Servicer (in such capacity, the “Servicer”), THE HERTZ CORPORATION, as a secured party (the “HGI Secured Party”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company (not in its individual capacity but solely as Trustee on behalf of the Noteholders under the Indenture), as a secured party (the “HVF Secured Party” and, together with the HGI Secured Party, the “Secured Parties”) and BNY MIDWEST TRUST COMPANY, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
INSURANCE AGREEMENT AmongInsurance Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This Insurance Agreement, dated as of December 21, 2005, among Hertz Vehicle Financing LLC, as the Issuer, MBIA Insurance Corporation and BNY Midwest Trust Company, as Trustee and Securities Intermediary.
MASTER EXCHANGE AGREEMENT dated as of December 21, 2005 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. and J.P. MORGAN PROPERTY HOLDINGS LLCMaster Exchange Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This MASTER EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 21, 2005, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. MORGAN PROPERTY HOLDINGS LLC, a Delaware limited liability company, THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
Employee Stock Option AgreementEmployee Stock Option Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • Delaware
This Employee Stock Option Agreement, dated as of , 2006, between Hertz Global Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Hertz Global Holdings, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
PLEDGE OVER THE BALANCE OF BANK ACCOUNTPledge Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
MASTER AGREEMENT FOR ASSIGNMENT OF RECEIVABLES (Articles L.313-23 to L.313-34 of the French Monetary and Financial Code) (CONTRAT CADRE DE CESSION DE CREANCES PROFESSIONNELLES A TITRE DE GARANTIE) (Articles L.313-23 to L.313-34 du Code Monétaire et...Master Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
a société par actions simplifiée incorporated under the laws of France, having a share capital of 80.038.400 €, whose registered office is situated at Aéroport Beauvais-Tillé, 60000 Tillé, registered with the Registre du Commerce et des Sociétés de Beauvais under the number 444 593 263, as Assignor;
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This INDEMNIFICATION AGREEMENT, dated as of December 21, 2005 (the “Agreement”), is among CCMG Holdings, Inc., a Delaware corporation (the “Company”), The Hertz Corporation, (“Hertz” and, together with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CDR CCMG Co-investor L.P., a Cayman Islands exempted limited partnership (the “Other Investor”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
DEED OF TRUST, SECURITY AGREEMENT, AND ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING by THE HERTZ CORPORATION, a Delaware Corporation, as Grantor, to DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent, as Beneficiary, Dated as of December 21, 2005Hertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT Dated as of December 21, 2005 between HERTZ VEHICLE FINANCING LLC as Lessor and THE HERTZ CORPORATION as Lessee and ServicerMaster Motor Vehicle Operating Lease and Servicing Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of December 21, 2005, by and between HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), as lessor (in such capacity, the “Lessor”) and THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as lessee (in such capacity, the “Lessee”) and as servicer (in such capacity, the “Servicer”).
Joinder Agreement to the Exchange and Registration Rights AgreementJoinder Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
Upon consummation of the Acquisition, the undersigned hereby agrees to be bound by all the obligations of a Guarantor under the terms of the Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated December 21, 2005, among CCMG Acquisition Corporation, a Delaware corporation, and the Purchasers. Capitalized terms used, but not defined, in this Joinder Agreement to the Exchange and Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.
ContractParticipation, Purchase and Sale Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED PARTICIPATION, PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 21st day of December, 2005, by and among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), individually and as lessee and servicer, HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”) and HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”). Except as otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in Schedule I to the Amended and Restated Base Indenture, dated as of December 21, 2005, between HVF and the Trustee.
SHARES ACCOUNT PLEDGE AGREEMENT (ACTE DE NANTISSEMENT DE COMPTE D’INSTRUMENTS FINANCIERS) DATED 21 DECEMBER, 2005 BETWEEN HERTZ FRANCE as Pledgor BNP PARIBAS as Security Agent HERTZ EQUIPEMENT FRANCE as Account Holder BNP PARIBAS as Bank Account...Account Pledge Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
a société par actions simplifiée incorporated under the laws of France, having a share capital of 25.394.868,19 €, whose registered office is situated at 1 rue Eugene Hanaff 78190 Trappes, registered with the Registre du Commerce et des Sociétés de Versailles under the number 319 505 632, represented by a duly authorized signatory for the purpose of this Agreement, as Pledgor;
TRADE-MARK SECURITY AGREEMENTTrade-Mark Security Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • Ontario
This TRADE-MARK SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise modified from time to time, this “Agreement), dated as of December 21, 2005 is entered into by MATTHEWS EQUIPMENT LIMITED (the “Grantor”) in favour of DEUTSCHE BANK AG, CANADA BRANCH (“DBCB”), as Canadian Agent and Canadian Collateral Agent for the Lenders.
Merger Supplemental IndentureMerger Supplemental Indenture • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE, dated as of December 21, 2005 (this “Supplemental Indenture”), between The Hertz Corporation, a corporation organized under the laws of the state of Delaware (the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
ESCROW AGREEMENT dated as of December 21, 2005 among THE HERTZ CORPORATION, HERTZ VEHICLE FINANCING LLC, HERTZ GENERAL INTEREST LLC, HERTZ CAR EXCHANGE INC. and J.P. MORGAN CHASE BANK, N.A.Escrow Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of December 21, 2005, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. Morgan Chase Bank, N.A., a national banking association, as the escrow agent (the “Escrow Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of December 21, 2005 among HERTZ VEHICLE FINANCING LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and BNY MIDWEST TRUST COMPANY, as TrusteeAdministration Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
SHARE PLEDGE AGREEMENT between HERTZ HOLDINGS SOUTH EUROPE SRL ROME, ITALY and BNP PARIBAS PARIS, FRANCE and THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE 1 relating to the The pledge of the entire share capital of Hertz AGShare Pledge Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
HERTZ VEHICLE FINANCING LLC, as Issuer and BNY MIDWEST TRUST COMPANY, as Trustee and Securities IntermediaryHertz Corp • March 31st, 2006 • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT dated as of December 21, 2005 (this “Series Supplement”), between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary, to the Amended and Restated Base Indenture, dated as of December 21, 2005, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This TRADEMARK SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise modified from time to time) (this “Agreement”), dated as of December 21, 2005 is entered into by each of the undersigned (each, a “Grantor”) in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as Administrative Agent and Collateral Agent for the Lenders.
SHARE PLEDGE AGREEMENT by and between HERTZ HOLDINGS NETHERLANDS B.V. as Pledgor and BNP PARIBAS as Pledgee Dated 21 December 2005Share Pledge Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
LETTER OF CREDIT FACILITY AGREEMENT,Letter of Credit Facility Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers)
THIS LETTER OF CREDIT FACILITY AGREEMENT, dated as of December 21, 2005, among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or the “Administrator”), and FORD MOTOR COMPANY, a Delaware corporation, (“Ford”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • March 31st, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York
This COPYRIGHT SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise modified from time to time) (this “Agreement”), dated as of December 21, 2005 is entered into by each of the undersigned (each, a “Grantor”) in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as Administrative Agent and Collateral Agent for the Lenders.
