0001047469-06-009334 Sample Contracts

Third Supplemental Indenture
Hertz Corp • July 7th, 2006 • Services-auto rental & leasing (no drivers) • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of July 7, 2006 (this "Supplemental Indenture"), among The Hertz Corporation, a corporation organized duly organized and existing under the laws of the state of Delaware (as successor by merger to CCMG Acquisition Corporation, a Delaware corporation) (and its successors and assigns) (the "Company"); Hertz Equipment Rental Corporation, Brae Holding Corp., Hertz Claim Management Corporation, HCM Marketing Corporation, Hertz Local Edition Corp., Hertz Local Edition Transporting, Inc., Hertz Global Services Corporation, Hertz System, Inc., Hertz Technologies, Inc., Hertz Transporting, Inc. and Smartz Vehicle Rental Corporation (the "Subsidiary Guarantors"); and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

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Third Supplemental Indenture
Hertz Corp • July 7th, 2006 • Services-auto rental & leasing (no drivers) • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of July 7, 2006 (this "Supplemental Indenture"), among The Hertz Corporation, a corporation organized duly organized and existing under the laws of the state of Delaware (as successor by merger to CCMG Acquisition Corporation, a Delaware corporation) (and its successors and assigns) (the "Company"); Hertz Equipment Rental Corporation, Brae Holding Corp., Hertz Claim Management Corporation, HCM Marketing Corporation, Hertz Local Edition Corp., Hertz Local Edition Transporting, Inc., Hertz Global Services Corporation, Hertz System, Inc., Hertz Technologies, Inc., Hertz Transporting, Inc. and Smartz Vehicle Rental Corporation (the "Subsidiary Guarantors"); and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 7th, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York

This AMENDMENT, dated as of June 30, 2006 (this "Amendment") is entered into among HERTZ EQUIPMENT RENTAL CORPORATION, a Delaware corporation (together with its successors and assigns, "HERC"), THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the "Parent Borrower"), MATTHEWS EQUIPMENT LIMITED, an Ontario corporation ("Matthews"), WESTERN SHUT-DOWN (1995) LIMITED, an Ontario corporation ("Western" and, together with HERC, the Parent Borrower and Matthews, the "Borrowers"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), as administrative agent (the "Administrative Agent"), DEUTSCHE BANK AG, CANADA BRANCH ("DBCB"), as Canadian agent (the "Canadian Agent"), and the other parties signatory hereto.

AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 7th, 2006 • Hertz Corp • Services-auto rental & leasing (no drivers) • New York

This AMENDMENT, dated as of June 30, 2006 (this "Amendment") is entered into among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the "Parent Borrower"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), as administrative agent (the "Administrative Agent"), and the other parties signatory hereto.

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