Form of Director Indemnification Agreement]Indemnification Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • Delaware
INDEMNIFICATION AGREEMENT, dated as of [•], 2006, between Hertz Global Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
HERTZ GLOBAL HOLDINGS, INC. FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of [•], 2006, among (i) HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof, and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.
Form of Termination Agreement]Termination Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Merrill Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Merrill Lynch Global Partners, Inc. (“Merrill”). The Merrill Consulting Agreement sets forth, among other things, the fees to be paid to Merrill by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Merrill or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merrill Consulting Agreement.
ContractRegistration Rights Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2005 (as it may be amended it from time to time, this “Agreement”), is made among (i) CCMG Holdings, Inc., a Delaware corporation (the “Company”), (ii) the Principal Investors, (iii) each other stockholder of the Company listed in the signature pages of this Agreement and (iv) any other stockholder of the Company that may become a party to this Agreement pursuant to the terms hereof.
Form of Termination Agreement]Termination Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Carlyle Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and TC Group IV, L.L.C. (“Carlyle”). The Carlyle Consulting Agreement sets forth, among other things, the fees to be paid to Carlyle by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Carlyle or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Carlyle Consulting Agreement.
Form of Termination Agreement]Termination Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “CD&R Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Clayton, Dubilier & Rice, Inc. (“CD&R”). The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by CD&R or its affiliates thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
Form of Amendment to Registration Rights Agreement]Registration Rights Agreement • October 23rd, 2006 • Hertz Global Holdings Inc • Transportation services • New York
This AMENDMENT NO. 1, dated as of [•], 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.
