Exhibit
4.2.1


 


CCMG ACQUISITION CORPORATION


as Issuer


 


 


and


 


the Subsidiary Guarantors from time to time
parties hereto


 


 


and


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 


 






 


 


INDENTURE


 


 


DATED AS OF DECEMBER 21, 2005


 


 






 


10.5% SENIOR SUBORDINATED NOTES DUE 2016


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
  Section 102.

  	
  Other Definitions

  	
  42

  
	
  Section 103.

  	
  Rules of Construction

  	
  44

  
	
  Section 104.

  	
  Incorporation by Reference of
  TIA

  	
  44

  
	
  Section 105.

  	
  Conflict with TIA

  	
  45

  
	
  Section 106.

  	
  Compliance Certificates and
  Opinions

  	
  45

  
	
  Section 107.

  	
  Form of Documents Delivered
  to Trustee

  	
  46

  
	
  Section 108.

  	
  Acts of Noteholders; Record
  Dates

  	
  46

  
	
  Section 109.

  	
  Notices, etc., to Trustee and
  Company

  	
  49

  
	
  Section 110.

  	
  Notices to Holders; Waiver

  	
  49

  
	
  Section 111.

  	
  Effect of Headings and Table
  of Contents

  	
  50

  
	
  Section 112.

  	
  Successors and Assigns

  	
  50

  
	
  Section 113.

  	
  Separability Clause

  	
  50

  
	
  Section 114.

  	
  Benefits of Indenture

  	
  50

  
	
  Section 115.

  	
  GOVERNING LAW

  	
  50

  
	
  Section 116.

  	
  Legal Holidays

  	
  50

  
	
  Section 117.

  	
  No Personal Liability of
  Directors, Officers, Employees, Incorporators and Stockholders

  	
  51

  
	
  Section 118.

  	
  Exhibits and Schedules

  	
  51

  
	
  Section 119.

  	
  Counterparts

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTE FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
  51

  
	
  Section 202.

  	
  Form of Trustee’s Certificate
  of Authentication

  	
  53

  
	
  Section 203.

  	
  Restrictive and Global Note
  Legends

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Title and Terms

  	
  56

  
	
  Section 302.

  	
  Denominations

  	
  56

  
	
  Section 303.

  	
  Execution, Authentication and
  Delivery and Dating

  	
  56

  
	
  Section 304.

  	
  Temporary Notes

  	
  57

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 305.

  	
  Registrar and Paying Agent

  	
  57

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost
  and Stolen Notes

  	
  59

  
	
  Section 307.

  	
  Payment of Interest Rights
  Preserved

  	
  59

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
  61

  
	
  Section 309.

  	
  Cancellation

  	
  61

  
	
  Section 310.

  	
  Computation of Interest

  	
  61

  
	
  Section 311.

  	
  CUSIP Numbers, ISINs, Etc

  	
  61

  
	
  Section 312.

  	
  Book-Entry Provisions for
  Global Notes

  	
  61

  
	
  Section 313.

  	
  Special Transfer Provisions

  	
  63

  
	
  Section 314.

  	
  Payment of Additional
  Interest

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Payment of Principal, Premium
  and Interest

  	
  66

  
	
  Section 402.

  	
  Maintenance of Office or
  Agency

  	
  67

  
	
  Section 403.

  	
  Money for Payments to Be Held
  in Trust

  	
  67

  
	
  Section 404.

  	
  [Reserved.]

  	
  68

  
	
  Section 405.

  	
  SEC Reports

  	
  68

  
	
  Section 406.

  	
  Statement as to Default

  	
  69

  
	
  Section 407.

  	
  Limitation on Indebtedness

  	
  69

  
	
  Section 408.

  	
  Limitation on Layering

  	
  73

  
	
  Section 409.

  	
  Limitation on Restricted
  Payments

  	
  73

  
	
  Section 410.

  	
  Limitation on Restrictions on
  Distributions from Restricted Subsidiaries

  	
  77

  
	
  Section 411.

  	
  Limitation on Sales of Assets
  and Subsidiary Stock

  	
  79

  
	
  Section 412.

  	
  Limitation on Transactions
  with Affiliates

  	
  82

  
	
  Section 413.

  	
  Limitation on Liens

  	
  83

  
	
  Section 414.

  	
  Future Subsidiary Guarantors

  	
  84

  
	
  Section 415.

  	
  Purchase of Notes Upon a
  Change in Control

  	
  84

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  When the Company May Merge,
  etc

  	
  85

  
	
  Section 502.

  	
  Successor Company Substituted

  	
  86

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Events of Default

  	
  87

  
	
  Section 602.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  89

  
	
  Section 603.

  	
  Other Remedies; Collection
  Suit by Trustee

  	
  90

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 604.

  	
  Trustee May File Proofs of
  Claim

  	
  90

  
	
  Section 605.

  	
  Trustee May Enforce Claims
  Without Possession of Notes

  	
  91

  
	
  Section 606.

  	
  Application of Money
  Collected

  	
  91

  
	
  Section 607.

  	
  Limitation on Suits

  	
  91

  
	
  Section 608.

  	
  Unconditional Right of
  Holders to Receive Principal and Interest

  	
  92

  
	
  Section 609.

  	
  Restoration of Rights and
  Remedies

  	
  92

  
	
  Section 610.

  	
  Rights and Remedies
  Cumulative

  	
  92

  
	
  Section 611.

  	
  Delay or Omission Not Waiver

  	
  92

  
	
  Section 612.

  	
  Control by Holders

  	
  92

  
	
  Section 613.

  	
  Waiver of Past Defaults

  	
  93

  
	
  Section 614.

  	
  Undertaking for Costs

  	
  93

  
	
  Section 615.

  	
  Waiver of Stay, Extension or
  Usury Laws

  	
  94

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Certain Duties and
  Responsibilities

  	
  94

  
	
  Section 702.

  	
  Notice of Defaults

  	
  95

  
	
  Section 703.

  	
  Certain Rights of Trustee

  	
  95

  
	
  Section 704.

  	
  Not Responsible for Recitals
  or Issuance of Notes

  	
  96

  
	
  Section 705.

  	
  May Hold Notes

  	
  96

  
	
  Section 706.

  	
  Money Held in Trust

  	
  96

  
	
  Section 707.

  	
  Compensation and
  Reimbursement

  	
  97

  
	
  Section 708.

  	
  Conflicting Interests

  	
  97

  
	
  Section 709.

  	
  Corporate Trustee Required;
  Eligibility

  	
  97

  
	
  Section 710.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  97

  
	
  Section 711.

  	
  Acceptance of Appointment by
  Successor

  	
  99

  
	
  Section 712.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  99

  
	
  Section 713.

  	
  Preferential Collection of
  Claims Against the Company

  	
  99

  
	
  Section 714.

  	
  Appointment of Authenticating
  Agent

  	
  99

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE AND THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  The Company to Furnish
  Trustee Names and Addresses of Holders

  	
  100

  
	
  Section 802.

  	
  Preservation of Information;
  Communications to Holders

  	
  100

  
	
  Section 803.

  	
  Reports by Trustee

  	
  100

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENT,
  SUPPLEMENT OR WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Without Consent of Holders

  	
  101

  



 


iii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 902.

  	
  With Consent of Holders

  	
  102

  
	
  Section 903.

  	
  Execution of Amendments,
  Supplements or Waivers

  	
  103

  
	
  Section 904.

  	
  Revocation and Effect of
  Consents

  	
  103

  
	
  Section 905.

  	
  Conformity with TIA

  	
  104

  
	
  Section 906.

  	
  Notation on or Exchange of
  Notes

  	
  104

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF
  NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Right of Redemption

  	
  104

  
	
  Section 1002.

  	
  Applicability of Article

  	
  106

  
	
  Section 1003.

  	
  Election to Redeem; Notice to
  Trustee

  	
  106

  
	
  Section 1004.

  	
  Selection by Trustee of Notes
  to Be Redeemed

  	
  106

  
	
  Section 1005.

  	
  Notice of Redemption

  	
  106

  
	
  Section 1006.

  	
  Deposit of Redemption Price

  	
  108

  
	
  Section 1007.

  	
  Notes Payable on Redemption
  Date

  	
  108

  
	
  Section 1008.

  	
  Notes Redeemed in Part

  	
  108

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Satisfaction and Discharge of
  Indenture

  	
  109

  
	
  Section 1102.

  	
  Application of Trust Money

  	
  110

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFEASANCE OR
  COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  The Company’s Option to
  Effect Defeasance or Covenant Defeasance

  	
  110

  
	
  Section 1202.

  	
  Defeasance and Discharge

  	
  110

  
	
  Section 1203.

  	
  Covenant Defeasance

  	
  111

  
	
  Section 1204.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  112

  
	
  Section 1205.

  	
  Deposited Money and U.S.
  Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

  	
  113

  
	
  Section 1206.

  	
  Reinstatement

  	
  114

  
	
  Section 1207.

  	
  Repayment to the Company

  	
  114

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBSIDIARY
  GUARANTEES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Guarantees Generally

  	
  114

  
	
  Section 1302.

  	
  Continuing Guarantees

  	
  116

  



 


iv

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1303.

  	
  Release of Subsidiary
  Guarantees

  	
  116

  
	
  Section 1304.

  	
  Agreement to Subordinate

  	
  117

  
	
  Section 1305.

  	
  Waiver of Subrogation

  	
  117

  
	
  Section 1306.

  	
  Notation Not Required

  	
  118

  
	
  Section 1307.

  	
  Successors and Assigns of
  Subsidiary Guarantors

  	
  118

  
	
  Section 1308.

  	
  Execution and Delivery of
  Subsidiary Guarantees

  	
  118

  
	
  Section 1309.

  	
  Notices

  	
  118

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Agreement to Subordinate

  	
  118

  
	
  Section 1402.

  	
  Liquidation, Dissolution or
  Bankruptcy

  	
  119

  
	
  Section 1403.

  	
  Default on Senior
  Indebtedness

  	
  119

  
	
  Section 1404.

  	
  Acceleration of Payment of
  Notes

  	
  120

  
	
  Section 1405.

  	
  When a Distribution Must Be
  Paid Over

  	
  120

  
	
  Section 1406.

  	
  Subrogation

  	
  121

  
	
  Section 1407.

  	
  Relative Rights

  	
  121

  
	
  Section 1408.

  	
  Subordination May Not Be
  Impaired by the Company

  	
  121

  
	
  Section 1409.

  	
  Rights of Trustee and Paying
  Agent

  	
  121

  
	
  Section 1410.

  	
  Distribution or Notice to
  Representative

  	
  122

  
	
  Section 1411.

  	
  Article XIV Not to Prevent
  Events of Default or Limit Right to Accelerate

  	
  122

  
	
  Section 1412.

  	
  Trust Moneys Not Subordinated

  	
  122

  
	
  Section 1413.

  	
  Trustee Entitled to Rely

  	
  122

  
	
  Section 1414.

  	
  Trustee to Effectuate
  Subordination

  	
  123

  
	
  Section 1415.

  	
  Trustee Not Fiduciary for
  Holders of Senior Indebtedness

  	
  123

  
	
  Section 1416.

  	
  Reliance by Holders of Senior
  Indebtedness on Subordination Provisions

  	
  123

  
	
  Section 1417.

  	
  Trustee’s Compensation Not
  Prejudiced

  	
  123

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION OF
  SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1501.

  	
  Agreement to Subordinate

  	
  123

  
	
  Section 1502.

  	
  Liquidation, Dissolution or
  Bankruptcy

  	
  124

  
	
  Section 1503.

  	
  Default on Senior
  Indebtedness

  	
  124

  
	
  Section 1504.

  	
  Acceleration of Payment of
  Notes

  	
  125

  
	
  Section 1505.

  	
  When a Distribution Must Be
  Paid Over

  	
  126

  
	
  Section 1506.

  	
  Subrogation

  	
  126

  
	
  Section 1507.

  	
  Relative Rights

  	
  126

  
	
  Section 1508.

  	
  Subordination May Not Be
  Impaired by Subsidiary Guarantors

  	
  126

  
	
  Section 1509.

  	
  Rights of Trustee and Paying
  Agent

  	
  127

  



 


v

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1510.

  	
  Distribution or Notice to
  Representative

  	
  127

  
	
  Section 1511.

  	
  Article XV Not to Prevent
  Events of Default or Limit Right to Accelerate

  	
  127

  
	
  Section 1512.

  	
  Trust Moneys Not Subordinated

  	
  128

  
	
  Section 1513.

  	
  Trustee Entitled to Rely

  	
  128

  
	
  Section 1514.

  	
  Trustee to Effectuate
  Subordination

  	
  128

  
	
  Section 1515.

  	
  Trustee Not Fiduciary for
  Holders of Senior Indebtedness

  	
  128

  
	
  Section 1516.

  	
  Reliance by Holders of Senior
  Indebtedness on Subordination Provisions

  	
  129

  
	
  Section 1517.

  	
  Trustee’s Compensation Not
  Prejudiced

  	
  129

  



 


	
  Exhibit A

  	
  Form of Initial Note

  
	
  Exhibit B

  	
  Form of Exchange Note

  
	
  Exhibit C

  	
  Form of Certificate of Beneficial Ownership

  
	
  Exhibit D

  	
  Form of Regulation S Certificate

  
	
  Exhibit E

  	
  Form of Supplemental Indenture in Respect of
  Subsidiary Guarantees

  
	
  Exhibit F

  	
  Form of Supplemental Indenture for Mergers

  
	
  Exhibit G

  	
  Form of Certificate from Acquiring Institutional
  Accredited Investors

  



 


vi

















 


Certain Sections of this Indenture relating to Sections 310 through 318

inclusive of the Trust Indenture Act of 1939:


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  709

  
	
  (a)(2)

  	
   

  	
  709

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  708

  
	
  § 311(a)

  	
   

  	
  713

  
	
  (b)

  	
   

  	
  713

  
	
  (b)(2)

  	
   

  	
  803

  
	
  § 312(a)

  	
   

  	
  801

  
	
   

  	
   

  	
  802

  
	
  (b)

  	
   

  	
  802

  
	
  (c)

  	
   

  	
  802

  
	
  § 313(a)

  	
   

  	
  803

  
	
  (b)

  	
   

  	
  803

  
	
  (c)

  	
   

  	
  803

  
	
  (d)

  	
   

  	
  803

  
	
  § 314(a)

  	
   

  	
  405

  
	
  (a)(4)

  	
   

  	
  106

  
	
   

  	
   

  	
  406

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  106

  
	
  (c)(2)

  	
   

  	
  106

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  106

  
	
  § 315(a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
   

  	
   

  	
  803

  
	
  (c)

  	
   

  	
  701

  
	
  (d)

  	
   

  	
  701

  
	
  (d)(1)

  	
   

  	
  701

  
	
  (d)(2)

  	
   

  	
  701

  
	
  (d)(3)

  	
   

  	
  612

  
	
  (e)

  	
   

  	
  614

  



 


vii

















 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  § 316(a)

  	
   

  	
  612

  
	
   

  	
   

  	
  613

  
	
  (a)(1)(A)

  	
   

  	
  602

  
	
   

  	
   

  	
  612

  
	
  (a)(1)(B)

  	
   

  	
  613

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  608

  
	
  (c)

  	
   

  	
  104

  
	
  § 317(a)(1)

  	
   

  	
  603

  
	
  (a)(2)

  	
   

  	
  604

  
	
  (b)

  	
   

  	
  403

  
	
  § 318(a)

  	
   

  	
  107

  



 






This cross-reference table shall not for any
purpose be deemed to be part of this Indenture.


 


viii

















 


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.


 


RECITALS OF THE COMPANY


 


The Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance of the Notes.


 


All things
necessary to make the Original Notes, when executed and delivered by the
Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid several obligations of the Company, and to
make this Indenture a valid agreement of the Company in accordance with the
terms of the Original Notes and this Indenture, have been done.


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


For and in
consideration of the premises and the purchase of the Notes by the Holders
thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as
follows:


 


ARTICLE I


 


DEFINITIONS AND OTHER
PROVISIONS

OF GENERAL APPLICATION


 


Section 101.           Definitions.


 


“Acquired
Indebtedness” means Indebtedness of a Person (i) existing
at the time such Person becomes a Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case
other than Indebtedness Incurred in connection with, or in contemplation of,
such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be Incurred on the date of the related acquisition of assets
from any Person or the date the acquired Person becomes a Subsidiary.


 


“Acquisition”
means the acquisition by the Company, directly and/or indirectly through one or
more of its Affiliates, of all of the outstanding capital stock of The Hertz
Corporation pursuant to the Stock Purchase Agreement, dated as of September 12,
2005, by and between Holding, Ford Holdings LLC and Ford Motor Company.


 

















 


“Additional
Assets” means (i) any
property or assets that replace the property or assets that are the subject of
an Asset Disposition; (ii) any
property or assets (other than Indebtedness and Capital Stock) used or to be
used by the Company or a Restricted Subsidiary or otherwise useful in a Related
Business (including any capital expenditures on any property or assets already
so used); (iii) the Capital Stock of a Person
that is engaged in a Related Business and becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the Company or another
Restricted Subsidiary; or (iv) Capital
Stock of any Person that at such time is a Restricted Subsidiary acquired from
a third party.


 


“Additional
Notes” means any notes issued under this Indenture in addition to the
Original Notes (other than any Notes issued pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).


 


“Affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


 


“Asset
Disposition” means any sale, lease, transfer or other disposition of shares
of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying
shares, or (in the case of a Foreign Subsidiary) to the extent required by
applicable law), property or other assets (each referred to for the purposes of
this definition as a “disposition”) by the Company or any of its
Restricted Subsidiaries (including any disposition by means of a merger,
consolidation or similar transaction), other than (i) a
disposition to the Company or a Restricted Subsidiary, (ii) a
disposition in the ordinary course of business, (iii) the
sale or discount (with or without recourse, and on customary or commercially
reasonable terms) of accounts receivable or notes receivable arising in the
ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable, (iv) any
Restricted Payment Transaction, (v) a
disposition that is governed by Article V, (vi) any
Financing Disposition, (vii) any “fee in lieu” or other disposition of assets
to any governmental authority or agency that continue in use by the Company or
any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary
may obtain title to such assets upon reasonable notice by paying a nominal fee,
(viii) any exchange of property
pursuant to or intended to qualify under Section 1031 (or any successor
section) of the Code, or any exchange of equipment to be leased, rented or
otherwise used in a Related Business, (ix) any
financing transaction with respect to property built or acquired by the Company
or any Restricted Subsidiary after the Issue Date, including without limitation
any sale/leaseback transaction or asset securitization, (x) any
disposition arising from foreclosure, condemnation or similar action with
respect to any property or other assets, or exercise of termination rights
under any lease, license, concession or other agreement, (xi) any
disposition of Capital Stock, Indebtedness or other securities of an
Unrestricted Subsidiary, (xii) a
disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the Company or a
Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or


 


2

















 


from whom such Restricted Subsidiary acquired its business and assets
(having been newly formed in connection with such acquisition), entered into in
connection with such acquisition, (xiii) a
disposition of not more than 5% of the outstanding Capital Stock of a Foreign
Subsidiary that has been approved by the Board of Directors, (xiv) any disposition or series of related dispositions
for aggregate consideration not to exceed $50.0 million, or (xv) any disposition of all or any part of the Capital
Stock or business or assets of (a)
Car Rental System do Brasil Locação de Veículos Ltda or any successor in
interest thereto or (b) any other
Subsidiary engaged in, or Special Purpose Entity otherwise supporting or
relating to, the business of leasing or renting Vehicles in Brazil.


 


“Average Book
Value” means, for any period, the amount equal to (x) the sum of the respective book values
of Rental Car Vehicles of the Company and its Restricted Subsidiaries as of the
end of each of the most recent thirteen fiscal months of the Company that have
ended at or prior to the end of such period, divided by (y) 13.


 


“Average
Interest Rate” means, for any period, the amount equal to (x) the total interest expense of the
Company and its Restricted Subsidiaries for such period (excluding any interest
expense on any Indebtedness of any Special Purpose Subsidiary that is a
Restricted Subsidiary directly or indirectly Incurred to finance or refinance
the acquisition of, or secured by, Rental Car Vehicles and/or related rights
and/or assets), divided by (y)
the Average Principal Amount of Indebtedness of the Company and its Restricted
Subsidiaries for such period (excluding any Indebtedness of any Special Purpose
Subsidiary that is a Restricted Subsidiary directly or indirectly Incurred to
finance or refinance the acquisition of, or secured by, Rental Car Vehicles
and/or related rights and/or assets).


 


“Average
Principal Amount” means, for any period, the amount equal to (x) the sum of the respective aggregate
outstanding principal amounts of the applicable Indebtedness as of the end of
each of the most recent thirteen fiscal months of the Company that have ended
at or prior to the end of such period, divided by (y) 13.


 


 “Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 714 to act on behalf
of the Trustee to authenticate Notes of one or more series.


 


“Bank
Indebtedness” means any and all amounts, whether outstanding on the Issue
Date or thereafter incurred, payable under or in respect of any Credit
Facility, including without limitation principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees,
other monetary obligations of any nature and all other amounts payable
thereunder or in respect thereof.


 


“Board of
Directors” means, for any Person, 
the board of directors or other governing body of such Person or, if
such Person is owned or managed by a single entity, the board of directors or
other governing body of such entity, or, in either case, any committee


 


3

















 


thereof duly authorized to act on behalf of such board or governing
body. Unless otherwise provided, “Board of Directors” means the Board of
Directors of the Company.


 


“Borrowing Base”
means the sum of (1) 60% of the book value of
Inventory (excluding Equipment) of the Company and its Domestic Subsidiaries, (2) 85% of the book value of Receivables of the Company
and its Domestic Subsidiaries, (3) 90% of
the book value of Equipment of the Company and its Domestic Subsidiaries and (4) cash, Cash Equivalents and Temporary Cash
Investments of the Company and its Domestic Subsidiaries (in each case,
determined as of the end of the most recently ended fiscal month of the Company
for which internal consolidated financial statements of the Company are
available, and, in the case of any determination relating to any Incurrence of
Indebtedness, on a pro forma basis including (x) any
property or assets of a type described above acquired since the end of such
fiscal month and (y) any property or assets of
a type described above being acquired in connection therewith).  The Borrowing Base, as of any date of
determination, shall not include Inventory and Equipment the acquisition of
which shall have been financed or refinanced by the Incurrence of Purchase
Money Obligations pursuant to Section 407(b)(iv), to the extent
such Purchase Money Obligations (or any Refinancing Indebtedness in respect
thereof) shall then remain outstanding pursuant to such clause (on a pro forma
basis after giving effect to any Incurrence of Indebtedness and the application
of proceeds therefrom).


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial
banking institutions are authorized or required by law to close in New York
City (or any other city in which a Paying Agent maintains its office).


 


“Capital Stock”
of any Person means any and all shares of, rights to purchase, warrants or
options for, or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt
securities convertible into such equity.


 


“Capitalized
Lease Obligation” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation
shall be the date of the last payment of rent or any other amount due under the
related lease.


 


“Carlyle”
means TC Group L.L.C. (which operates under the trade name The Carlyle Group).


 


“Carlyle
Investors” means, collectively, (i) Carlyle
Partners IV, L.P., a Delaware limited partnership, or any successor thereto, (ii) CEP II Participations S.àr.l., a Luxembourg limited
liability company, or any successor thereto, (iii) CP
IV Co-investment L.P., a Delaware limited partnership, or any successor
thereto, (iv) CEP II U.S. Investments, L.P.,
a Delaware limited partnership, or any successor thereto, (v) any Affiliate of any thereof, and
(vi) any successor in interest to
any thereof.


 


4

















 


“Cash
Equivalents” means any of the following: (a) securities
issued or fully guaranteed or insured by the United States of America or a
member state of The European Union or any agency or instrumentality of any
thereof, (b) time deposits, certificates of
deposit or bankers’ acceptances of (i) any
lender under a Senior Credit Agreement or any affiliate thereof or (ii) any commercial bank having capital and surplus in
excess of $500,000,000 and the commercial paper of the holding company of which
is rated at least A-1 or the equivalent thereof by S&P or at least P-1 or
the equivalent thereof by Moody’s (or if at such time neither is issuing
ratings, then a comparable rating of another nationally recognized rating
agency), (c) money market instruments,
commercial paper or other short-term obligations rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s (or if at such time neither is issuing ratings, then a comparable
rating of another nationally recognized rating agency), (d) investments
in money market funds subject to the risk limiting conditions of Rule 2a-7
or any successor rule of the SEC under the Investment Company Act of 1940, as
amended and (e) investments similar to
any of the foregoing denominated in foreign currencies approved by the Board of
Directors. Notwithstanding anything to the contrary in the foregoing, the items
described in clauses (b)(i) and (e) of this definition shall not constitute “Cash
Equivalents” in determining whether Senior Indebtedness has been paid in Cash
Equivalents for purposes of Article XIV or Article XV.


 


“CCMG
Acquisition” means CCMG Acquisition Corporation, a Delaware corporation,
and any successor in interest thereto.


 


“CCMG
Corporation” means CCMG Corporation, a Delaware corporation, and any
successor in interest thereto.


 


“CDR” means
Clayton, Dubilier & Rice, Inc.


 


“CDR Investors”
means, collectively, (i) Clayton,
Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited
partnership, or any successor thereto, (ii) CDR
CCMG Co-Investor L.P., a Cayman Islands exempted limited partnership, or any
successor thereto, (iii) CD&R
Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership, or any
successor thereto, (iv) any
Affiliate of any thereof, and (v) any
successor in interest to any thereof.


 


“Change of Control” means:


 


(i)            any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the total voting power of the Voting Stock of the Company, provided that (x) so long
as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be
or become a “beneficial owner” of more than 50% of the total voting power of
the Voting Stock of the Company unless such “person” shall be or become a “beneficial
owner” of more than 50% of the total voting power of the Voting Stock of such
Parent and (y) any Voting Stock of which any
Permitted Holder is the


 


5

















 


“beneficial owner” shall not in any case be included in any Voting
Stock of which any such “person” is the “beneficial owner”;


 


(ii)           the Company merges or consolidates
with or into, or sells or transfers (in one or a series of related
transactions) all or substantially all of the assets of the Company and its
Restricted Subsidiaries to, another Person (other than one or more Permitted
Holders) and any “person” (as defined in clause (i) above), other than one or
more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as
so defined), directly or indirectly, of more than 50% of the total voting power
of the Voting Stock of the surviving Person in such merger or consolidation, or
the transferee Person in such sale or transfer of assets, as the case may be, provided that (x) so long
as such surviving or transferee Person is a Subsidiary of a parent Person, no “person”
shall be deemed to be or become a “beneficial owner” of more than 50% of the
total voting power of the Voting Stock of such surviving or transferee Person
unless such “person” shall be or become a “beneficial owner” of more than 50%
of the total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted Holder is
the “beneficial owner” shall not in any case be included in any Voting Stock of
which any such “person” is the beneficial owner; or


 


(iii)          during any period of two consecutive
years (during which period the Company has been a party to this Indenture),
individuals who at the beginning of such period were members of the board of
directors of the Company (together with any new members thereof whose election
by such board of directors or whose nomination for election by holders of
Capital Stock of the Company was approved by one or more Permitted Holders or
by a vote of a majority of the members of such board of directors then still in
office who were either members thereof at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of such board of directors then in office.


 


Notwithstanding
anything to the contrary in the foregoing, the Transactions shall not
constitute or give rise to a “Change of Control.”


 


“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities
clearing agency.


 


“Code” means the Internal Revenue Code of 1986, as
amended.


 


“Commodities
Agreement” means, in respect of a Person, any commodity futures contract,
forward contract, option or similar agreement or arrangement (including
derivative agreements or arrangements), as to which such Person is a party or
beneficiary.


 


“Company”
means (i) CCMG Acquisition, until its
merger with The Hertz Corporation, a Delaware corporation, and thereafter (ii) The Hertz Corporation, a Delaware corporation, and
any successor in interest thereto.


 


6

















 


“Company
Request,” “Company Order” and “Company Consent” mean,
respectively, a written request, order or consent signed in the name of the
Company by an Officer of the Company.


 


“Consolidated
Coverage Ratio” as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination for which consolidated financial statements of the
Company are available to (ii) Consolidated
Interest Expense for such four fiscal quarters (in each of the foregoing
clauses (i) and (ii), determined for each fiscal quarter (or portion thereof)
of the four fiscal quarters ending prior to the Issue Date, on a pro forma
basis to give effect to the Acquisition as if it had occurred at the beginning
of such four-quarter period); provided, that


 


(1)           if since the beginning of such period
the Company or any Restricted Subsidiary has Incurred any Indebtedness that
remains outstanding on such date of determination or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence
of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such
period (except that in making such computation, the amount of Indebtedness
under any revolving credit facility outstanding on the date of such calculation
shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or
such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such
four fiscal quarters, the average daily balance of such Indebtedness during the
period from the date of creation of such facility to the date of such
calculation),


 


(2)           if since the beginning of such period
the Company or any Restricted Subsidiary has repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged any Indebtedness that is
no longer outstanding on such date of determination (each, a “Discharge”)
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio involves a Discharge of Indebtedness (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Discharge of such Indebtedness, including with the
proceeds of such new Indebtedness, as if such Discharge had occurred on the
first day of such period,


 


(3)           if since the beginning of such period
the Company or any Restricted Subsidiary shall have disposed of any company,
any business or any group of assets constituting an operating unit of a business
(any such disposition, a “Sale”), the Consolidated EBITDA for such
period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the assets that are the subject of such Sale for such
period or increased by an amount equal to the Consolidated EBITDA (if


 


7

















 


negative) attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to
any Indebtedness of the Company or any Restricted Subsidiary repaid,
repurchased, redeemed, defeased or otherwise acquired, retired or discharged
with respect to the Company and its continuing Restricted Subsidiaries in connection
with such Sale for such period (including but not limited to through the
assumption of such Indebtedness by another Person) plus (B) if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such Sale,


 


(4)           if since the beginning of such period
the Company or any Restricted Subsidiary (by merger, consolidation or
otherwise) shall have made an Investment in any Person that thereby becomes a
Restricted Subsidiary, or otherwise acquired any company, any business or any
group of assets constituting an operating unit of a business, including any
such Investment or acquisition occurring in connection with a transaction
causing a calculation to be made hereunder (any such Investment or acquisition,
a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto
(including the Incurrence of any related Indebtedness) as if such Purchase
occurred on the first day of such period, and


 


(5)           if since the beginning of such period
any Person became a Restricted Subsidiary or was merged or consolidated with or
into the Company or any Restricted Subsidiary, and since the beginning of such
period such Person shall have Discharged any Indebtedness or made any Sale or
Purchase that would have required an adjustment pursuant to clause (2), (3) or
(4) above if made by the Company or a Restricted Subsidiary since the beginning
of such period, Consolidated EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Discharge, Sale or Purchase occurred on the first day of such period.


 


For purposes of
this definition, whenever pro forma effect is to be given to any Sale, Purchase
or other transaction, or the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness
Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired,
retired or discharged in connection therewith, the pro forma calculations in
respect thereof (including without limitation in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction)
shall be as determined in good faith by the Chief Financial Officer or an
authorized Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness). If any
Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a
rate of interest based on a prime or similar rate, a eurocurrency interbank
offered rate or other fixed or floating rate, and such Indebtedness is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated by


 


8

















 


applying such optional rate as the Company or such Restricted
Subsidiary may designate. If any Indebtedness that is being given pro forma
effect was Incurred under a revolving credit facility, the interest expense on
such Indebtedness shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate determined in good
faith by a responsible financial or accounting officer of the Company to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP.


 


“Consolidated
EBITDA” means, for any period, the Consolidated Net Income for such period,
plus the following to the extent deducted in calculating such Consolidated Net
Income, without duplication:  (i) provision for all taxes (whether or not paid,
estimated or accrued) based on income, profits or capital, (ii) Consolidated Interest Expense and any Special
Purpose Financing Fees, (iii) depreciation
(excluding Consolidated Vehicle Depreciation), amortization (including but not
limited to amortization of goodwill and intangibles and amortization and
write-off of financing costs) and all other non-cash charges or non-cash
losses, (iv) any expenses or charges related
to any Equity Offering, Investment or Indebtedness permitted by this Indenture
(whether or not consummated or incurred), (v) the
amount of any minority interest expense and (vi) any
management, monitoring, consulting and advisory fees and related expenses paid
to any of Carlyle, CDR or Merrill and their respective Affiliates.


 


“Consolidated
Interest Expense” means, for any period, (i) the
total interest expense of the Company and its Restricted Subsidiaries to the
extent deducted in calculating Consolidated Net Income, net of any interest
income of the Company and its Restricted Subsidiaries, including without
limitation any such interest expense consisting of (a) interest
expense attributable to Capitalized Lease Obligations, (b) amortization
of debt discount, (c) interest
in respect of Indebtedness of any other Person that has been Guaranteed by the
Company or any Restricted Subsidiary, but only to the extent that such interest
is actually paid by the Company or any Restricted Subsidiary, (d) non-cash interest expense, (e) the
interest portion of any deferred payment obligation and (f) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, plus (ii) Preferred
Stock dividends paid in cash in respect of Disqualified Stock of the Company
held by Persons other than the Company or a Restricted Subsidiary and minus (iii) to the extent otherwise included in such interest
expense referred to in clause (i) above, (x) Consolidated
Vehicle Interest Expense and (y) amortization
or write-off of financing costs, in each case under clauses (i) through (iii)
as determined on a Consolidated basis in accordance with GAAP (to the extent
applicable, in the case of Consolidated Vehicle Interest Expense); provided, that gross interest expense shall be determined
after giving effect to any net payments made or received by the Company and its
Restricted Subsidiaries with respect to Interest Rate Agreements.


 


“Consolidated
Net Income” means, for any period, the net income (loss) of the Company and
its Restricted Subsidiaries, determined on a Consolidated basis in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends; provided, that there shall not be included in such
Consolidated Net Income:


 


9

















 


(i)            any net income (loss) of any Person
if such Person is not a Restricted Subsidiary, except that (A) subject to the limitations contained in clause (iii)
below, the Company’s equity in the net income of any such Person for such
period shall be included in such Consolidated Net Income up to the aggregate
amount actually distributed by such Person during such period to the Company or
a Restricted Subsidiary as a dividend or other distribution (subject, in the
case of a dividend or other distribution to a Restricted Subsidiary, to the
limitations contained in clause (ii) below) and (B) the
Company’s equity in the net loss of such Person shall be included to the extent
of the aggregate Investment of the Company or any of its Restricted
Subsidiaries in such Person,


 


(ii)           solely for purposes of determining
the amount available for Restricted Payments under Section 409(a)(3)(A),
any net income (loss) of any Restricted Subsidiary that is not a Subsidiary
Guarantor if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of similar distributions
by such Restricted Subsidiary, directly or indirectly, to the Company by
operation of the terms of such Restricted Subsidiary’s charter or any
agreement, instrument, judgment, decree, order, statute or governmental rule or
regulation applicable to such Restricted Subsidiary or its stockholders (other
than (x) restrictions that have been
waived or otherwise released, (y) restrictions
pursuant to the Senior Notes, the Notes, the Senior Indenture or this Indenture
and (z) restrictions in effect on the
Issue Date with respect to a Restricted Subsidiary and other restrictions with
respect to such Restricted Subsidiary that taken as a whole are not materially
less favorable to the Noteholders than such restrictions in effect on the Issue
Date), except that (A) subject
to the limitations contained in clause (iii) below, the Company’s equity in the
net income of any such Restricted Subsidiary for such period shall be included
in such Consolidated Net Income up to the aggregate amount of any dividend or
distribution that was or that could have been made by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary
(subject, in the case of a dividend that could have been made to another
Restricted Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be
included to the extent of the aggregate Investment of the Company or any of its
other Restricted Subsidiaries in such Restricted Subsidiary,


 


(iii)          any gain or loss realized upon the
sale or other disposition of any asset of the Company or any Restricted
Subsidiary (including pursuant to any sale/leaseback transaction) that is not
sold or otherwise disposed of in the ordinary course of business (as determined
in good faith by the Board of Directors),


 


(iv)          any item classified as an
extraordinary, unusual or nonrecurring gain, loss or charge (including fees,
expenses and charges associated with the Transactions and any acquisition,
merger or consolidation after the Issue Date),


 


(v)           the cumulative effect of a change in
accounting principles,


 


10

















 


(vi)          all deferred financing costs written
off and premiums paid in connection with any early extinguishment of
Indebtedness,


 


(vii)         any unrealized gains or losses in
respect of Currency Agreements,


 


(viii)        any unrealized foreign currency
transaction gains or losses in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person,


 


(ix)           any non-cash compensation charge
arising from any grant of stock, stock options or other equity based awards,


 


(x)            to the extent otherwise included in
Consolidated Net Income, any unrealized foreign currency translation or
transaction gains or losses in respect of Indebtedness or other obligations of
the Company or any Restricted Subsidiary owing to the Company or any Restricted
Subsidiary, and


 


(xi)           any non-cash charge, expense or other
impact attributable to application of the purchase method of accounting
(including the total amount of depreciation and amortization, cost of sales or
other non-cash expense resulting from the write-up of assets to the extent
resulting from such purchase accounting adjustments).


 


In the case of any
unusual or nonrecurring gain, loss or charge not included in Consolidated Net
Income pursuant to clause (iv) above in any determination thereof, the Company
will deliver an Officer’s Certificate to the Trustee promptly after the date on
which Consolidated Net Income is so determined, setting forth the nature and
amount of such unusual or nonrecurring gain, loss or charge. Notwithstanding
the foregoing, for the purpose of Section 409(a)(3)(A) only, there shall
be excluded from Consolidated Net Income, without duplication, any income
consisting of dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted
Subsidiary, and any income consisting of return of capital, repayment or other
proceeds from dispositions or repayments of Investments consisting of
Restricted Payments, in each case to the extent such income would be included
in Consolidated Net Income and such related dividends, repayments, transfers,
return of capital or other proceeds are applied by the Company to increase the
amount of Restricted Payments permitted under Section 409(a)(3)(C)
or (D).


 


In addition, for
purposes of Section 409(a)(3)(A), Consolidated Net Income for any period
ending on or prior to the Issue Date shall be determined based upon the net
income (loss) reflected in the consolidated financial statements of The Hertz
Corporation for such period; and each Person that is a Restricted Subsidiary
upon giving effect to the Transactions shall be deemed to be a Restricted
Subsidiary, and the Transactions shall not constitute a sale or disposition
under clause (iii) above, for purposes of such determination.


 


“Consolidated
Quarterly Tangible Assets” means, as of any date of determination, the
total assets less the sum of the goodwill, net, and other intangible assets,
net, in each case


 


11

















 


reflected on the consolidated balance sheet of the Company and its
Restricted Subsidiaries as at the end of any fiscal quarter of the Company for
which such a balance sheet is available, determined on a Consolidated basis in
accordance with GAAP (and, in the case of any determination relating to any
Incurrence of Indebtedness or any Investment, on a pro forma basis including
any property or assets being acquired in connection therewith).


 


“Consolidated
Secured Indebtedness” means, as of any date of determination, an amount
equal to the Consolidated Total Indebtedness as of such date that in each case
is then secured by Liens on property or assets of the Company and its
Restricted Subsidiaries (other than property or assets held in a defeasance or
similar trust or arrangement for the benefit of the Indebtedness secured
thereby).


 


“Consolidated
Secured Leverage Ratio” means, as of any date of determination, the ratio
of (x) Consolidated Secured
Indebtedness as at such date (after giving effect to any Incurrence or
Discharge of Indebtedness on such date) to (y) the
aggregate amount of Consolidated EBITDA for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which consolidated financial statements of the Company are available
(determined, for each fiscal quarter (or portion thereof) of the four fiscal
quarters ending prior to the Issue Date, on a pro forma basis to give effect to
the Acquisition as if it had occurred at the beginning of such four-quarter
period), provided, that:


 


(1)           if since the beginning of such period
the Company or any Restricted Subsidiary shall have made a Sale, the
Consolidated EBITDA for such period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to the assets that are the
subject of such Sale for such period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such period;


 


(2)           if since the beginning of such period
the Company or any Restricted Subsidiary (by merger, consolidation or
otherwise) shall have made a Purchase (including any Purchase occurring in
connection with a transaction causing a calculation to be made hereunder),
Consolidated EBITDA for such period shall be calculated after giving pro forma
effect thereto as if such Purchase occurred on the first day of such period;
and


 


(3)           if since the beginning of such period
any Person became a Restricted Subsidiary or was merged or consolidated with or
into the Company or any Restricted Subsidiary, and since the beginning of such
period such Person shall have made any Sale or Purchase that would have
required an adjustment pursuant to clause (1) or (2) above if made by the
Company or a Restricted Subsidiary since the beginning of such period,
Consolidated EBITDA for such period shall be calculated after giving pro forma
effect thereto as if such Sale or Purchase occurred on the first day of such
period.


 


For purposes of
this definition, whenever pro forma effect is to be given to any Sale, Purchase
or other transaction, or the amount of income or earnings relating thereto, the
pro forma calculations in respect thereof (including without limitation in
respect of anticipated cost


 


12

















 


savings or synergies relating to any such Sale, Purchase or other
transaction) shall be as determined in good faith by a responsible financial or
accounting Officer of the Company.


 


“Consolidated
Tangible Assets” means, as of any date of determination, the amount equal
to (x) the sum of Consolidated
Quarterly Tangible Assets as at the end of each of the most recently ended four
fiscal quarters of the Company for which a calculation thereof is available,
divided by (y) four; provided that for purposes of Section 407(b), Section 411
and the definition of “Permitted Investment,” Consolidated Tangible Assets
shall not be less than $14,426.0 million.


 


“Consolidated
Total Indebtedness” means, as of any date of determination, an amount equal
to (1) the aggregate principal amount
of outstanding Indebtedness of the Company and its Restricted Subsidiaries
(other than Senior Notes) as of such date consisting of (without duplication)
Indebtedness for borrowed money (including Purchase Money Obligations and
unreimbursed outstanding drawn amounts under funded letters of credit);
Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures,
notes or similar instruments; Disqualified Stock; and (in the case of any
Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock,
determined on a Consolidated basis in accordance with GAAP (excluding items
eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging
Obligations), minus (2) the
amount of such Indebtedness consisting of Indebtedness of a type referred to
in, or Incurred pursuant to, Section 407(b)(ix) to the extent not
Incurred to finance or refinance the acquisition of Rental Car Vehicles, and
minus (3) the Consolidated Vehicle
Indebtedness as of such date.


 


“Consolidated
Vehicle Depreciation” means, for any period, depreciation on all Rental Car
Vehicles (after adjustments thereto), to the extent deducted in calculating
Consolidated Net Income for such period.


 


“Consolidated
Vehicle Indebtedness” means, as of any date of determination, the amount
equal to either (a) the sum of (x) the aggregate principal amount of then
outstanding Indebtedness of any Special Purpose Subsidiary that is a Restricted
Subsidiary directly or indirectly Incurred to finance or refinance the
acquisition of, or secured by, Rental Car Vehicles and/or related rights and/or
assets plus (y) the aggregate
principal amount of other then outstanding Indebtedness of the Company and its
Restricted Subsidiaries that is attributable to the financing or refinancing of
Rental Car Vehicles and/or related rights and/or assets, as determined in good faith
by the Chief Financial Officer or an authorized Officer of the Company (which
determination shall be conclusive) or, at the Company’s option, (b) 90% of the book value of Rental Car
Vehicles of the Company and its Restricted Subsidiaries (such book value being
determined as of the end of the most recently ended fiscal month of the Company
for which internal consolidated financial statements of the Company are
available, on a pro forma basis including (x)
any Rental Car Vehicles acquired by the Company or any Restricted Subsidiary
since the end of such fiscal month and (y)
in the case of any determination relating to any Incurrence of Indebtedness,
any Rental Car Vehicles being acquired by the Company or any Restricted
Subsidiary in connection therewith).


 


13

















 


“Consolidated
Vehicle Interest Expense” means, for any period, the sum of (a) the aggregate interest expense for such
period on any Indebtedness of any Special Purpose Subsidiary that is a
Restricted Subsidiary directly or indirectly Incurred to finance or refinance
the acquisition of, or secured by, Rental Car Vehicles and/or related rights
and/or assets plus (b) either (x) the aggregate interest expense for such
period on other Indebtedness of the Company and its Restricted Subsidiaries
that is attributable to the financing or refinancing of Rental Car Vehicles
and/or any related rights and/or assets, as determined in good faith by the
Chief Financial Officer or an authorized Officer of the Company (which
determination shall be conclusive) or, at the Company’s option, (y) an amount of the total interest expense
of the Company and its Restricted Subsidiaries for such period equal to (i) the Average Interest Rate for such
period multiplied by (ii) the amount
equal to (1) 90% of the Average
Book Value for such period of Rental Car Vehicles of the Company and its
Restricted Subsidiaries minus (2)
the Average Principal Amount for such period of any Indebtedness of any Special
Purpose Subsidiary that is a Restricted Subsidiary directly or indirectly
Incurred to finance or refinance the acquisition of, or secured by, Rental Car
Vehicles and/or related rights and/or assets.


 


“Consolidation”
means the consolidation of the accounts of each of the Restricted Subsidiaries
with those of the Company in accordance with GAAP; provided
that “Consolidation” will not include consolidation of the accounts of any
Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in any Unrestricted Subsidiary will be accounted for as an
investment.  The term “Consolidated” has
a correlative meaning.  For purposes of
the Indenture for periods ending on or prior to the Issue Date, references to
the consolidated financial statements of the Company shall be to the
consolidated financial statements of The Hertz Corporation, as the context may
require.


 


“Contribution
Amounts” means the aggregate amount of capital contributions applied by the
Company to permit the Incurrence of Contribution Indebtedness pursuant to Section 407(b)(xii).


 


“Contribution
Indebtedness” means Indebtedness of the Company or any Restricted
Subsidiary in an aggregate principal amount not greater than twice the
aggregate amount of cash contributions (other than Excluded Contributions) made
to the capital of the Company or such Restricted Subsidiary after the Issue
Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness (a) is incurred within 180 days after
the making of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an
Officer’s Certificate on the date of Incurrence thereof.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office on the
Issue Date is located at 213 Court Street, Suite 703, Middletown, CT  06457.


 


“Credit
Facilities” means one or more of (i) the
Senior Term Facility, (ii) the
Senior ABL Facility, and (iii) any
other facilities or arrangements designated by the Company, in each case with
one or more banks or other lenders or institutions providing for revolving
credit loans, term loans, receivables or fleet financings (including without
limitation through the sale of


 


14

















 


receivables or fleet assets to such institutions or to special purpose
entities formed to borrow from such institutions against such receivables or
fleet assets or the creation of any Liens in respect of such receivables or
fleet assets in favor of such institutions), letters of credit or other
Indebtedness, in each case, including all agreements, instruments and documents
executed and delivered pursuant to or in connection with any of the foregoing,
including but not limited to any notes and letters of credit issued pursuant
thereto and any guarantee and collateral agreement, patent and trademark
security agreement, mortgages or letter of credit applications and other
guarantees, pledge agreements, security agreements and collateral documents, in
each case as the same may be amended, supplemented, waived or otherwise
modified from time to time, or refunded, refinanced, restructured, replaced,
renewed, repaid, increased or extended from time to time (whether in whole or
in part, whether with the original banks, lenders or institutions or other
banks, lenders or institutions or otherwise, and whether provided under any
original Credit Facility or one or more other credit agreements, indentures,
financing agreements or other Credit Facilities or otherwise). Without limiting
the generality of the foregoing, the term “Credit Facility” shall include any
agreement (i) changing the maturity of any
Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise
altering the terms and conditions thereof.


 


“Currency
Agreement” means, in respect of a Person, any foreign exchange contract,
currency swap agreement or other similar agreement or arrangements (including
derivative agreements or arrangements), as to which such Person is a party or a
beneficiary.


 


“Default”
means any event or condition that is, or after notice or passage of time or
both would be, an Event of Default.


 


“Depositary”
means The Depository Trust Company, its nominees and successors.


 


“Designated
Noncash Consideration” means the Fair Market Value of noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection
with an Asset Disposition that is so designated as Designated Noncash
Consideration pursuant to an Officer’s Certificate, setting forth the basis of
such valuation.


 


“Designated Senior
Indebtedness” means, with respect to a Person, (i) the
Bank Indebtedness under or in respect of the Senior Credit Facilities and (ii) any other Senior Indebtedness of such Person that,
at the date of determination, has an aggregate principal amount equal to or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $25.0 million and is specifically designated by such
Person in an agreement or instrument evidencing or governing such Senior
Indebtedness as “Designated Senior Indebtedness” for purposes this Indenture.


 


“Disinterested
Directors” means, with respect to any Affiliate Transaction, one or more
members of the Board of Directors of the Company, or one or more members of the
Board of Directors of a Parent, having no material direct or indirect financial
interest in or with respect


 


15

















 


to such Affiliate Transaction. A member of any such Board of Directors
shall not be deemed to have such a financial interest by reason of such member’s
holding Capital Stock of the Company or any Parent or any options, warrants or
other rights in respect of such Capital Stock.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock (other than
Management Stock) that by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (other than following the occurrence of a Change of
Control or other similar event described under such terms as a “change of
control,” or an Asset Disposition) (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (ii) is convertible or exchangeable
for Indebtedness or Disqualified Stock or (iii) is
redeemable at the option of the holder thereof (other than following the
occurrence of a Change of Control or other similar event described under such
terms as a “change of control,” or an Asset Disposition), in whole or in part,
in each case on or prior to the final Stated Maturity of the Notes.


 


“Dollars”
or “$” means dollars in lawful currency of the United States of America.


 


“Domestic
Subsidiary” means any Restricted Subsidiary of the Company other than a
Foreign Subsidiary.


 


“Equipment”
means (a) any Vehicles and (b) any equipment owned by or leased to the Company or
any of its Subsidiaries that is revenue earning equipment, or is classified as “revenue
earning equipment” in the consolidated financial statements of the Company,
including any such equipment consisting of (i) construction,
industrial, commercial and office equipment, (ii) earthmoving,
material handling, compaction, aerial and electrical equipment, (iii) air compressors, pumps and small tools, and (iv) other personal property.


 


“Equity
Offering” means a sale of Capital Stock (x) that
is a sale of Capital Stock of the Company (other than Disqualified Stock), or (y) proceeds of which in an amount
equal to or exceeding the Redemption Amount are contributed to the equity
capital of the Company or any of its Restricted Subsidiaries.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
successor securities clearing agency.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange Notes”
means the Company’s 10.5% Senior Subordinated Notes due 2016, containing terms
substantially identical to the Initial Notes or any Initial Additional Notes
(except that (i) such Exchange
Notes may omit terms with respect to transfer restrictions and may be registered
under the Securities Act, and (ii)
certain provisions relating to an increase in the stated rate of interest
thereon may be eliminated), that are issued and exchanged for (a) the Initial Notes, as provided for in a
registration rights agreement relating to such Initial Notes and this
Indenture, or (b) such Initial
Additional Notes as may be provided in any registration rights


 


16

















 


agreement relating to such Additional Notes and this Indenture
(including any amendment or supplement hereto.)


 


“Excluded
Contribution” means Net Cash Proceeds, or the Fair Market Value of property
or assets, received by the Company as capital contributions to the Company
after the Issue Date or from the issuance or sale (other than to a Restricted
Subsidiary) of Capital Stock (other than Disqualified Stock) of the Company, in
each case to the extent designated as an Excluded Contribution pursuant to an
Officer’s Certificate of the Company and not previously included in the calculation
set forth in Section 409(a)(3)(B)(x) for purposes of determining whether
a Restricted Payment may be made.


 


“Existing Notes”
means the Floating Rate Notes due July 2007 of Hertz Finance Centre plc.


 


“Fair Market
Value” means, with respect to any asset or property, the fair market value
of such asset or property as determined in good faith by the Board of
Directors, whose determination will be conclusive.


 


“Financing
Disposition” means any sale, transfer, conveyance or other disposition of,
or creation or incurrence of any Lien on, property or assets by the Company or
any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any
Special Purpose Subsidiary, in each case in connection with the Incurrence by a
Special Purpose Entity of Indebtedness, or obligations to make payments to the
obligor on Indebtedness, which may be secured by a Lien in respect of such
property or assets.


 


“Foreign
Borrowing Base” means the sum of (1) 60%
of the book value of Inventory (excluding Equipment) of Foreign Subsidiaries, (2) 85% of the book value of
Receivables of Foreign Subsidiaries, (3) 90%
of the book value of Equipment of Foreign Subsidiaries and (4) cash, Cash Equivalents and
Temporary Cash Investments of Foreign Subsidiaries (in each case, determined as
of the end of the most recently ended fiscal month of the Company for which
internal consolidated financial statements of the Company are available, and,
in the case of any determination relating to any Incurrence of Indebtedness, on
a pro forma basis including (x)
any property or assets of a type described above acquired since the end of such
fiscal month and (y) any property
or assets of a type described above being acquired in connection therewith).
The Foreign Borrowing Base, as of any date of determination, shall not include
Inventory and Equipment the acquisition of which shall have been financed or
refinanced by the Incurrence of Purchase Money Obligations pursuant to Section
407(b)(iv),  to the extent such Purchase Money Obligations (or any Refinancing
Indebtedness in respect thereof) shall then remain outstanding pursuant to such
clause (on a pro forma basis after giving effect to any Incurrence of
Indebtedness and the application of proceeds therefrom).


 


“Foreign
Subsidiary” means (a) any Restricted
Subsidiary of the Company that is not organized under the laws of the United
States of America or any state thereof or the District of Columbia and (b) any Restricted Subsidiary of the Company that has no
material assets other


 


17

















 


than securities or Indebtedness of one or more Foreign Subsidiaries (or
Subsidiaries thereof), and other assets relating to an ownership interest in
any such securities, Indebtedness or Subsidiaries.


 


“GAAP”
means generally accepted accounting principles in the United States of America
as in effect on the Issue Date (for purposes of the definitions of the terms “Borrowing
Base,” “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated
Interest Expense,” “Consolidated Net Income,” “Consolidated Quarterly Tangible
Assets,” “Consolidated Secured Indebtedness,” “Consolidated Secured Leverage
Ratio,” “Consolidated Tangible Assets,” “Consolidated Total Indebtedness,” “Consolidated
Vehicle Depreciation,” “Consolidated Vehicle Indebtedness,” “Consolidated
Vehicle Interest Expense” and “Foreign Borrowing Base,” all defined terms in
this Indenture to the extent used in or relating to any of the foregoing
definitions, and all ratios and computations based on any of the foregoing
definitions) and as in effect from time to time (for all other purposes of this
Indenture), including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other
Person; provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor
Subordinated Obligations” means, with respect to a Subsidiary Guarantor,
any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue
Date or thereafter Incurred) that is expressly subordinated in right of payment
to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to a written agreement.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to
any Interest Rate Agreement, Currency Agreement or Commodities Agreement.


 


“HERC”
means Hertz Equipment Rental Corporation, a Delaware corporation, and any
successor in interest thereto.


 


“Holder” or
“Noteholder” means the Person in whose name a Note is registered in the
Note Register.


 


“Holding”
means CCMG Holdings, Inc., a Delaware corporation, and any successor in
interest thereto.


 


“Incur”
means issue, assume, enter into any Guarantee of, incur or otherwise become
liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a
correlative meaning; provided, that
any Indebtedness or Capital Stock of a Person existing at the time such


 


18

















 


Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an Incurrence of Indebtedness. Any
Indebtedness issued at a discount (including Indebtedness on which interest is
payable through the issuance of additional Indebtedness) shall be deemed
Incurred at the time of original issuance of the Indebtedness at the initial
accreted amount thereof.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without
duplication):


 


(i)            the principal of indebtedness of
such Person for borrowed money,


 


(ii)           the principal of obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,


 


(iii)          all reimbursement obligations of such
Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (the amount of such obligations being equal at any time to the
aggregate then undrawn and unexpired amount of such letters of credit, bankers’
acceptances or other instruments plus the aggregate amount of drawings
thereunder that have not then been reimbursed),


 


(iv)          all obligations of such Person to pay
the deferred and unpaid purchase price of property (except Trade Payables),
which purchase price is due more than one year after the date of placing such
property in final service or taking final delivery and title thereto,


 


(v)           all Capitalized Lease Obligations of
such Person,


 


(vi)          the redemption, repayment or other
repurchase amount of such Person with respect to any Disqualified Stock of such
Person or (if such Person is a Subsidiary of the Company other than a
Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in
each case, any accrued dividends (the amount of such obligation to be equal at
any time to the maximum fixed involuntary redemption, repayment or repurchase
price for such Capital Stock, or if less (or if such Capital Stock has no such
fixed price), to the involuntary redemption, repayment or repurchase price
therefor calculated in accordance with the terms thereof as if then redeemed, repaid
or repurchased, and if such price is based upon or measured by the fair market
value of such Capital Stock, such fair market value shall be as determined in
good faith by the Board of Directors or the board of directors or other
governing body of the issuer of such Capital Stock),


 


(vii)         all Indebtedness of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided that
the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of


 


19

















 


such asset at such date of determination (as determined in good faith
by the Company) and (B) the
amount of such Indebtedness of such other Persons,


 


(viii)        all Guarantees by such Person of
Indebtedness of other Persons, to the extent so Guaranteed by such Person, and


 


(ix)           to the extent not otherwise included
in this definition, net Hedging Obligations of such Person (the amount of any
such obligation to be equal at any time to the termination value of such
agreement or arrangement giving rise to such Hedging Obligation that would be
payable by such Person at such time).


 


The amount of Indebtedness of any Person at any date
shall be determined as set forth above or otherwise provided in this Indenture,
or otherwise shall equal the amount thereof that would appear as a liability on
a balance sheet of such Person (excluding any notes thereto) prepared in
accordance with GAAP.


 


“Initial
Additional Notes” means Additional Notes issued in an offering not
registered under the Securities Act (and any Notes issued in respect thereof
pursuant to Section 304, 305, 306, 312(c), 312(d)
or 1008).


 


“Initial Notes”
means the Company’s 10.5% Senior Subordinated Notes due 2016 issued on the Issue
Date (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).


 


“interest,”
with respect to the Notes, means interest on the Notes and, except for purposes
of Article IX, additional or special interest pursuant to the terms of
any Note.


 


“Interest
Payment Date” means, when used with respect to any Note and any installment
of interest thereon, the date specified in such Note as the fixed date on which
such installment of interest is due and payable, as set forth in such Note.


 


“Interest Rate
Agreement” means, with respect to any Person, any interest rate protection
agreement, future agreement, option agreement, 
swap agreement,  cap agreement,
collar agreement, hedge agreement or other similar agreement or arrangement
(including derivative agreements or arrangements), as to which such Person is
party or a beneficiary.


 


“Inventory”
means goods held for sale, lease or use by a Person in the ordinary course of
business, net of any reserve for goods that have been segregated by such Person
to be returned to the applicable vendor for credit, as determined in accordance
with GAAP.


 


“Investment”
in any Person by any other Person means any direct or indirect advance, loan or
other extension of credit (other than to customers, dealers, licensees,
franchisees, suppliers, directors, officers or employees of any Person in the
ordinary course of business) or capital contribution (by means of any transfer
of cash or other property to others or any payment for property or services for
the account or use of others) to, or any purchase or


 


20

















 


acquisition of Capital Stock, Indebtedness or other similar instruments
issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary”
and Section 409 only, (i) ”Investment”
shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary
of the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary, provided that upon a redesignation of
such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to
continue to have a permanent “Investment” in an Unrestricted Subsidiary in an
amount (if positive) equal to (x) the
Company’s “Investment” in such Subsidiary at the time of such redesignation
less (y) the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the Fair Market Value of
the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such
transfer. Guarantees shall not be deemed to be Investments. The amount of any
Investment outstanding at any time shall be the original cost of such
Investment, reduced (at the Company’s option) by any dividend, distribution,
interest payment, return of capital, repayment or other amount or value
received in respect of such Investment; provided, that
to the extent that the amount of Restricted Payments outstanding at any time is
so reduced by any portion of any such amount or value that would otherwise be
included in the calculation of Consolidated Net Income, such portion of such
amount or value shall not be so included for purposes of calculating the amount
of Restricted Payments that may be made pursuant to Section 409(a).


 


“Investors”
means (i) the CDR Investors, Carlyle
Investors and Merrill Lynch Investors, (ii) any
Person that acquires Voting Stock of Holding on or prior to the Issue Date, and
any Affiliate of such Person, and (iii) any
of their respective successors in interest.


 


“Issue Date”
means the first date on which Initial Notes are issued.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).


 


“Management
Advances” means (1) loans
or advances made to directors, officers or employees of any Parent, the Company
or any Restricted Subsidiary (x) in
respect of travel, entertainment or moving-related expenses incurred in the
ordinary course of business, (y) in
respect of moving-related expenses incurred in connection with any closing or
consolidation of any facility, or (z) in the
ordinary course of business and (in the case of this clause (z)) not exceeding
$15.0 million in the aggregate outstanding at any time, (2) promissory
notes of Management Investors acquired in connection with the issuance of
Management Stock to such Management Investors, (3) Management
Guarantees, or (4) other Guarantees of
borrowings by Management Investors in connection with the purchase of
Management Stock, which Guarantees are permitted under Section 407.


 


“Management
Agreements” means, collectively, (i) the
Stock Subscription Agreements, each dated as of the Issue Date, between Holding
and each of the Investors party thereto, (ii) the
Consulting Agreements, each dated as of the Issue Date, among Holding and


 


21

















 


The Hertz Corporation and each of CDR, TC Group IV, L.L.C. and Merrill
Lynch Global Partners, Inc., or Affiliates thereof, respectively, (iii) the Indemnification Agreements, each dated as of
the Issue Date, among Holding and The Hertz Corporation and each of (a) CDR and each CDR Investor, (b) TC
Group IV, L.L.C. and each Carlyle Investor and (c) ML
and each Merrill Lynch Investor, or Affiliates thereof, respectively, (iv) the Registration Rights Agreement, dated as of the
Issue Date, among Holding and the Investors party thereto and any other Person
party thereto from time to time, and (v) the
Stockholders Agreement, dated as of the Issue Date, by and among Holding and
the Investors party thereto and any other Person party thereto from time to
time, in each case as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof and
of the applicable Indenture.


 


“Management
Guarantees” means guarantees (x) of up
to an aggregate principal amount outstanding at any time of $20.0 million of
borrowings by Management Investors in connection with their purchase of
Management Stock or (y) made on
behalf of, or in respect of loans or advances made to, directors, officers or
employees of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and
moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case
of this clause (2)) not exceeding $15.0 million in the aggregate outstanding at
any time.


 


“Management
Investors” means the officers, directors, employees and other members of
the management of any Parent, the Company or any of their respective
Subsidiaries, or family members or relatives thereof (provided that, solely for purposes of the
definition of “Permitted Holders,” such relatives shall include only those
Persons who are or become Management Investors in connection with estate
planning for or inheritance from other Management Investors, as determined in
good faith by the Company, which determination shall be conclusive), or trusts,
partnerships or limited liability companies for the benefit of any of the
foregoing, or any of their heirs, executors, successors and legal representatives,
who at any date beneficially own or have the right to acquire, directly or
indirectly, Capital Stock of the Company or any Parent.


 


“Management
Stock” means Capital Stock of the Company or any Parent (including any
options, warrants or other rights in respect thereof) held by any of the
Management Investors.


 


“Merger”
means the reference to the merger of CCMG Acquisition with and into The Hertz
Corporation, with The Hertz Corporation as the surviving corporation.


 


“Merger
Supplemental Indenture” means a Supplemental Indenture substantially in the
form attached hereto as Exhibit F, to be entered into in connection with
the merger of CCMG Acquisition with and into The Hertz Corporation, a Delaware
corporation, with The Hertz Corporation as the surviving corporation.


 


“Merrill Lynch
Investors” means, collectively, (i) ML
Global Private Equity Fund, L.P., a Cayman Islands exempted limited
partnership, or any successor thereto, (ii) Merrill
Lynch Ventures L.P. 2001, a Delaware limited partnership, or any successor
thereto,


 


22

















 


(iii) CMC-Hertz Partners, L.P., a
Delaware limited partnership, or any successor thereto, (iv) ML
Hertz Co-Investor, L.P., a Delaware limited partnership, or any successor
thereto, (v) any Affiliate of any thereof,
and (vi) any successor in interest to
any thereof.


 


“ML” means
Merrill Lynch Global Partners, Inc., or any successor thereto.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors.


 


“Net Available
Cash” from an Asset Disposition means cash payments received (including any
cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by the
acquiring person of Indebtedness or other obligations relating to the
properties or assets that are the subject of such Asset Disposition or received
in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or to be accrued as a
liability under GAAP, as a consequence of such Asset Disposition (including as
a consequence of any transfer of funds in connection with the application
thereof in accordance with Section 411), (ii) all
payments made, and all installment payments required to be made, on any
Indebtedness that is secured by any assets subject to such Asset Disposition,
in accordance with the terms of any Lien upon such assets, or that must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii) all distributions and other payments required to
be made to minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition, or to any other Person (other than the
Company or a Restricted Subsidiary) owning a beneficial interest in the assets
disposed of in such Asset Disposition, (iv) any
liabilities or obligations associated with the assets disposed of in such Asset
Disposition and retained by the Company or any Restricted Subsidiary after such
Asset Disposition, including without limitation pension and other
post-employment benefit liabilities, liabilities related to environmental
matters, and liabilities relating to any indemnification obligations associated
with such Asset Disposition, and (v) the
amount of any purchase price or similar adjustment (x) claimed
by any Person to be owed by the Company or any Restricted Subsidiary, until
such time as such claim shall have been settled or otherwise finally resolved,
or (y) paid or payable by the Company,
in either case in respect of such Asset Disposition.


 


“Net Cash
Proceeds,” with respect to any issuance or sale of any securities of the
Company or any Subsidiary by the Company or any Subsidiary, or any capital
contribution, means the cash proceeds of such issuance, sale or contribution
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’
fees, discounts or commissions and brokerage, consultant and other fees
actually incurred in connection with such issuance, sale or contribution and net
of taxes paid or payable as a result thereof.


 


“Non-U.S.
Person” means a Person who is not a U.S. person, as defined in
Regulation S.


 


23

















 


“Notes”
means the Initial Notes, any Additional Notes, the Exchange Notes and any notes
issued in respect thereof pursuant to Section 304, 305, 306,
312(c), 312(d) or 1008.


 


“Obligations”
means, with respect to any Indebtedness, any principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of
such Indebtedness (or of Obligations in respect thereof), other monetary
obligations of any nature and all other amounts payable thereunder or in
respect thereof.


 


“Officer”
means, with respect to the Company or any other obligor upon the Notes, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer, any Vice President, the Controller, the Treasurer or the
Secretary (a) of such Person or (b) if such Person is owned or managed by a single
entity, of such entity (or any other individual designated as an “Officer” for
the purposes of this Indenture by the Board of Directors).


 


“Officer’s
Certificate” means, with respect to the Company or any other obligor upon
the Notes, a certificate signed by one Officer of such Person.


 


“Opinion of
Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.


 


“Original Notes”
means the Initial Notes and any Exchange Notes issued in exchange therefor.


 


“Outstanding,”
when used with respect to Notes means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture, except:


 


(i)            Notes theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation;


 


(ii)           Notes for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made; and


 


(iii)          Notes in exchange for or in lieu of
which other Notes have been authenticated and delivered pursuant to this
Indenture.


 


A Note does not
cease to be Outstanding because the Company or any Affiliate of the Company
holds the Note, provided that in determining whether the Holders of the
requisite amount of Outstanding Notes have given any request, demand,
authorization, direction, notice,


 


24

















 


consent or waiver hereunder, Notes owned by the Company or any
Affiliate of the Company shall be disregarded and deemed not to be Outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Notes which the Trustee actually knows are so
owned shall be so disregarded.  Notes so
owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the reasonable satisfaction of the Trustee the
pledgee’s right to act with respect to such Notes and that the pledgee is not
the Company or an Affiliate of the Company.


 


“Parent”
means any of Holding, CCMG Corporation, and any Other Parent and any other
Person that is a Subsidiary of Holding, CCMG Corporation, or any Other Parent
and of which the Company is a Subsidiary. As used herein, “Other Parent” means
a Person of which the Company becomes a Subsidiary after the Issue Date,
provided that either (x) immediately
after the Company first becomes a Subsidiary of such Person, more than 50% of
the Voting Stock of such Person shall be held by one or more Persons that held
more than 50% of the Voting Stock of a Parent of the Company immediately prior
to the Company first becoming such Subsidiary or (y) such
Person shall be deemed not to be an Other Parent for the purpose of determining
whether a Change of Control shall have occurred by reason of the Company first
becoming a Subsidiary of such Person.


 


“Parent
Expenses” means (i) costs
(including all professional fees and expenses) incurred by any Parent in
connection with its reporting obligations under, or in connection with
compliance with, applicable laws or applicable rules of any governmental,
regulatory or self-regulatory body or stock exchange, the Senior Indenture,
this Indenture or any other agreement or instrument relating to Indebtedness of
the Company or any Restricted Subsidiary, including in respect of any reports
filed with respect to the Securities Act, Exchange Act or the respective rules
and regulations promulgated thereunder, (ii) expenses
incurred by any Parent in connection with the acquisition, development,
maintenance, ownership, prosecution, protection and defense of its intellectual
property and associated rights (including but not limited to trademarks,
service marks, trade names, trade dress, patents, copyrights and similar
rights, including registrations and registration or renewal applications in
respect thereof; inventions, processes, designs, formulae, trade secrets,
know-how, confidential information, computer software, data and documentation,
and any other intellectual property rights; and licenses of any of the
foregoing) to the extent such intellectual property and associated rights
relate to the business or businesses of the Company or any Subsidiary thereof,
(iii) indemnification obligations of
any Parent owing to directors, officers, employees or other Persons under its
charter or by-laws or pursuant to written agreements with any such Person, or
obligations in respect of director and officer insurance (including premiums
therefor), (iv) other operational expenses of
any Parent incurred in the ordinary course of business, and (v) fees and expenses incurred by any Parent in
connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended
to be received by or contributed or loaned to the Company or a Restricted
Subsidiary, or (y) in a prorated amount of
such expenses in proportion to the amount of such net proceeds intended to be
so received, contributed or loaned, or (z) otherwise
on an interim basis prior to completion of such offering so long as any Parent
shall cause the amount of such expenses to be


 


25

















 


repaid to the Company or the relevant Restricted Subsidiary out of the
proceeds of such offering promptly if completed.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Notes on behalf of the Company; provided that neither the Company nor any
of its Affiliates shall act as Paying Agent for purposes of Section 1102
or Section 1205.  The Trustee
will initially act as Paying Agent for the Notes.


 


“Permitted
Holder” means any of the following: 
(i) any of the Investors; (ii) any of the Management Investors, CDR, Carlyle, ML
and their respective Affiliates; (iii) any investment
fund or vehicle managed, sponsored or advised by CDR, Carlyle, ML or any
Affiliate thereof, and any Affiliate of or successor to any such investment
fund or vehicle; (iv) any limited or general
partners of, or other investors in, any CDR Investor, Carlyle Investor or
Merrill Lynch Investor or any Affiliate thereof, or any such investment fund or
vehicle; and (v) any Person acting in the
capacity of an underwriter in connection with a public or private offering of
Capital Stock of any Parent or the Company. 
In addition, any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) whose status as a “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a
Change of Control in respect of which a Change of Control Offer is made in
accordance with the requirements of the Indenture, together with its
Affiliates, shall thereafter constitute Permitted Holders.


 


“Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary
in, or consisting of, any of the following:


 


(i)            a Restricted Subsidiary, the
Company, or a Person that will, upon the making of such Investment, become a
Restricted Subsidiary;


 


(ii)           another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, or is liquidated
into, the Company or a Restricted Subsidiary;


 


(iii)          Temporary Cash Investments or Cash
Equivalents;


 


(iv)          receivables owing to the Company or
any Restricted Subsidiary, if created or acquired in the ordinary course of
business;


 


(v)           any securities or other Investments
received as consideration in, or retained in connection with, sales or other
dispositions of property or assets, including Asset Dispositions made in
compliance with Section 411;


 


(vi)          securities or other Investments
received in settlement of debts created in the ordinary course of business and
owing to, or of other claims asserted by, the Company or any Restricted Subsidiary,
or as a result of foreclosure, perfection or enforcement of any Lien, or in
satisfaction of judgments, including in connection with any bankruptcy
proceeding or other reorganization of another Person;


 


26














 


(vii)         Investments in existence or made
pursuant to legally binding written commitments in existence on the Issue Date;


 


(viii)        Currency Agreements, Interest Rate
Agreements, Commodities Agreements and related Hedging Obligations, which
obligations are Incurred in compliance with Section 407;


 


(ix)           pledges or deposits (x) with respect
to leases or utilities provided to third parties in the ordinary course of
business or (y) otherwise
described in the definition of “Permitted Liens” or made in connection with
Liens permitted under Section 413;


 


(x)            (1) Investments
in or by any Special Purpose Subsidiary, or in connection with a Financing
Disposition by or to or in favor of any Special Purpose Entity, including
Investments of funds held in accounts permitted or required by the arrangements
governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Company, or any
Parent, provided that if such Parent receives cash from the relevant Special
Purpose Entity in exchange for such note, an equal cash amount is contributed
by any Parent to the Company;


 


(xi)           bonds secured by assets leased to and
operated by the Company or any Restricted Subsidiary that were issued in
connection with the financing of such assets so long as the Company or any
Restricted Subsidiary may obtain title to such assets at any time by paying a
nominal fee, canceling such bonds and terminating the transaction;


 


(xii)          Notes or Senior Notes;


 


(xiii)         any Investment to the extent made using
Capital Stock of the Company (other than Disqualified Stock), or Capital Stock
of any Parent, as consideration;


 


(xiv)        Management Advances;


 


(xv)         Investments consisting of, or arising
out of or related to, Vehicle Rental Concession Rights (including any
Investments referred to in the definition of the term “Vehicle Rental
Concession Rights”);


 


(xvi)        any transaction to the extent it
constitutes an Investment that is permitted by and made in accordance with Section 412(b)
(except transactions described in clauses (i), (v) and (vi) of such paragraph);
and


 


(xvii)       other Investments in an aggregate amount
outstanding at any time not to exceed 1.0% of Consolidated Tangible Assets.


 


If any Investment
pursuant to clause (xvii) above is made in any Person that is not a Restricted Subsidiary
and such Person thereafter becomes a Restricted Subsidiary, such


 


27

















 


Investment shall thereafter be deemed to have been made pursuant to
clause (i) above and not clause (xvii) above for so long as such Person
continues to be a Restricted Subsidiary.


 


“Permitted
Liens” means:


 


(a)           Liens for taxes, assessments or other
governmental charges not yet delinquent or the nonpayment of which in the
aggregate would not reasonably be expected to have a material adverse effect on
the Company and its Restricted Subsidiaries or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto
are maintained on the books of the Company or a Subsidiary thereof, as the case
may be, in accordance with GAAP;


 


(b)           carriers’, warehousemen’s, mechanics’,
landlords’, materialmen’s, repairmen’s or other like Liens arising in the
ordinary course of business in respect of obligations that are not overdue for
a period of more than 60 days or that are bonded or that are being contested in
good faith and by appropriate proceedings;


 


(c)           pledges, deposits or Liens in
connection with workers’ compensation, unemployment insurance and other social
security and other similar legislation or other insurance-related obligations
(including, without limitation, pledges or deposits securing liability to
insurance carriers under insurance or self-insurance arrangements);


 


(d)           pledges, deposits or Liens to secure
the performance of bids, tenders, trade, government or other contracts (other
than for borrowed money), obligations for utilities, leases, licenses,
statutory obligations, completion guarantees, surety, judgment, appeal or
performance bonds, other similar bonds, instruments or obligations, and other
obligations of a like nature incurred in the ordinary course of business;


 


(e)           easements (including reciprocal
easement agreements), rights-of-way, building, zoning and similar restrictions,
utility agreements, covenants, reservations, restrictions, encroachments,
charges, and other similar encumbrances or title defects incurred, or leases or
subleases granted to others, in the ordinary course of business, which do not
in the aggregate materially interfere with the ordinary conduct of the business
of the Company and its Subsidiaries, taken as a whole;


 


(f)            Liens existing on, or provided for
under written arrangements existing on, the Issue Date, or (in the case of any
such Liens securing Indebtedness of the Company or any of its Subsidiaries existing
or arising under written arrangements existing on the Issue Date) securing any
Refinancing Indebtedness in respect of such Indebtedness so long as the Lien
securing such Refinancing Indebtedness is limited to all or part of the same
property or assets (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof) that secured (or under such written
arrangements could secure) the original Indebtedness;


 


28

















 


(g)           (i) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of
record that have been placed by any developer, landlord or other third party on
property over which the Company or any Restricted Subsidiary of the Company has
easement rights or on any leased property and subordination or similar
agreements relating thereto and (ii) any
condemnation or eminent domain proceedings affecting any real property;


 


(h)           Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of
Hedging Obligations, Purchase Money Obligations or Capitalized Lease
Obligations Incurred in compliance with Section 407;


 


(i)            Liens arising out of judgments,
decrees, orders or awards in respect of which the Company shall in good faith be
prosecuting an appeal or proceedings for review, which appeal or proceedings
shall not have been finally terminated, or if the period within which such
appeal or proceedings may be initiated shall not have expired;


 


(j)            leases, subleases, licenses or sublicenses
to third parties;


 


(k)           Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i),
Section 407(b)(iv), Section 407(b)(v), Section
407(b)(vii), Section 407(b)(viii), Section 407(b)(ix),
or Section 407(b)(xi) or Section 407(b)(iii) (other
than Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)),
(2) Bank Indebtedness Incurred in
compliance with Section 407(b), (3) the
Notes, (4) Indebtedness of any Restricted
Subsidiary that is not a Subsidiary Guarantor, (5) Indebtedness
or other obligations of any Special Purpose Entity, (6) obligations
in respect of Management Advances or Management Guarantees or (7) any Existing Notes; in each case including Liens
securing any Guarantee of any thereof;


 


(l)            Liens existing on property or assets
of a Person at the time such Person becomes a Subsidiary of the Company (or at
the time the Company or a Restricted Subsidiary acquires such property or
assets, including any acquisition by means of a merger or consolidation with or
into the Company or any Restricted Subsidiary); provided,
however, that such Liens are not created in connection with, or in
contemplation of, such other Person becoming such a Subsidiary (or such
acquisition of such property or assets), and that such Liens are limited to all
or part of the same property or assets (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which such Liens arose, could secure) the
obligations to which such Liens relate;


 


(m)          Liens on Capital Stock, Indebtedness
or other securities of an Unrestricted Subsidiary that secure Indebtedness or other
obligations of such Unrestricted Subsidiary;


 


29

















 


(n)           any encumbrance or restriction
(including, but not limited to, put and call agreements) with respect to
Capital Stock of any joint venture or similar arrangement pursuant to any joint
venture or similar agreement;


 


(o)           Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of
Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or
securing any refinancing, refunding, extension, renewal or replacement (in
whole or in part) of any other obligation secured by, any other Permitted
Liens, provided that any such new
Lien is limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien
arose, could secure) the obligations to which such Liens relate;


 


(p)           Liens (1) arising
by operation of law (or by agreement to the same effect) in the ordinary course
of business, (2) on property or assets
under construction (and related rights) in favor of a contractor or developer
or arising from progress or partial payments by a third party relating to such
property or assets, (3) on
receivables (including related rights), (4) on cash
set aside at the time of the Incurrence of any Indebtedness or government
securities purchased with such cash, in either case to the extent that such
cash or government securities prefund the payment of interest on such
Indebtedness and are held in an escrow account or similar arrangement to be
applied for such purpose, (5) securing
or arising by reason of any netting or set-off arrangement entered into in the
ordinary course of banking or other trading activities, (6) in
favor of the Company or any Subsidiary (other than Liens on property or assets
of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is
not a Subsidiary Guarantor), (7) arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into in the ordinary course of business, (8) relating to pooled deposit or sweep accounts to
permit satisfaction of overdraft, cash pooling or similar obligations incurred
in the ordinary course of business, (9) attaching
to commodity trading or other brokerage accounts incurred in the ordinary
course of business or (10) arising
in connection with repurchase agreements permitted under Section 407
on assets that are the subject of such repurchase agreements;


 


(q)           Liens on or under, or arising out of
or relating to, any Vehicle Rental Concession Rights;


 


(r)            other Liens securing obligations
incurred in the ordinary course of business, which obligations do not exceed
$50.0 million at any time outstanding; and


 


(s)           Liens securing Indebtedness
(including Liens securing any Obligations in respect thereof) consisting of
Indebtedness Incurred in compliance with Section 407, provided that on the date of the Incurrence of such
Indebtedness after giving effect to such Incurrence (or on the date of the
initial borrowing of such Indebtedness after giving pro forma effect to the
Incurrence of the entire committed amount of such Indebtedness), the
Consolidated Secured Leverage Ratio shall not exceed 4.0 to 1.0.


 


30

















 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


“Place of
Payment” means a city or any political subdivision thereof in which any
Paying Agent appointed pursuant to Article III is located.


 


“Predecessor
Notes” of any particular Note means every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for
the purposes of this definition, any Note authenticated and delivered under Section 306
in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.


 


“Preferred
Stock” as applied to the Capital Stock of any corporation means Capital
Stock of any class or classes (however designated) that by its terms is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.


 


“Public Facility”
means (i) any airport; marine port; rail,
subway, bus or other transit stop, station or terminal; stadium; convention
center; or military camp, fort, post or base or (ii) any
other facility owned or operated by any nation or government or political
subdivision thereof, or agency, authority or other instrumentality of any
thereof, or other entity exercising regulatory, administrative or other
functions of or pertaining to government, or any organization of nations
(including the United Nations, the European Union and the North Atlantic Treaty
Organization).


 


“Public
Facility Operator” means a Person that grants or has the power to grant a
Vehicle Rental Concession.


 


“Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the
acquisition, leasing, construction or improvement of property (real or
personal) or assets, and whether acquired through the direct acquisition of
such property or assets or the acquisition of the Capital Stock of any Person
owning such property or assets, or otherwise; provided that for purposes of Section 407(b)(iv),
the term “Purchase Money Obligations” shall not include Indebtedness to the
extent Incurred to finance or refinance the direct acquisition of Inventory or
Equipment (not acquired through the acquisition of Capital Stock of any Person
owning property or assets, or through the acquisition of property or assets,
that include Inventory or Equipment).


 


“QIB” or “Qualified
Institutional Buyer” means a “qualified institutional buyer,” as that term
is defined in Rule 144A.


 


31

















 


“Receivable”
means a right to receive payment pursuant to an arrangement with another Person
pursuant to which such other Person is obligated to pay, as determined in
accordance with GAAP.


 


“Redemption
Date,” when used with respect to any Note to be redeemed or purchased,
means the date fixed for such redemption or purchase by or pursuant to this
Indenture and the Notes.


 


“refinance”
means refinance, refund, replace, renew, repay, modify, restate, defer,
substitute, supplement, reissue, resell or extend (including pursuant to any
defeasance or discharge mechanism); and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a correlative
meaning.


 


“Refinancing
Indebtedness” means Indebtedness that is Incurred to refinance any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances Indebtedness
of any Restricted Subsidiary (to the extent permitted in this Indenture) and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided,
that (1) if the Indebtedness being
refinanced is Subordinated Obligations or Guarantor Subordinated Obligations,
the Refinancing Indebtedness has a final Stated Maturity at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the final
Stated Maturity of the Indebtedness being refinanced (or if shorter, the
Notes), (2) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced, plus (y) fees,
underwriting discounts, premiums and other costs and expenses incurred in
connection with such Refinancing Indebtedness and (3) Refinancing
Indebtedness shall not include (x) Indebtedness
of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances
Indebtedness of the Company or a Subsidiary Guarantor that could not have been
initially Incurred by such Restricted Subsidiary pursuant to Section 407
or (y) Indebtedness of the Company or a
Restricted Subsidiary that refinances Indebtedness of an Unrestricted
Subsidiary.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date means the date
specified for that purpose in Section 301.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S
Certificate” means a certificate substantially in the form attached hereto
as Exhibit D.


 


“Related
Business” means those businesses in which the Company or any of its
Subsidiaries is engaged on the date of this Indenture, or that are related,
complementary, incidental or ancillary thereto or extensions, developments or
expansions thereof.


 


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“Related Taxes”
means (x) any taxes, charges or
assessments, including but not limited to sales, use, transfer, rental, ad
valorem, value-added, stamp, property, consumption, franchise, license,
capital, net worth, gross receipts, excise, occupancy, intangibles or similar
taxes, charges or assessments (other than federal, state or local taxes
measured by income and federal, state or local withholding imposed by any
government or other taxing authority on payments made by any Parent other than
to another Parent), required to be paid by any Parent by virtue of its being
incorporated or having Capital Stock outstanding (but not by virtue of owning
stock or other equity interests of any corporation or other entity other than
the Company, any of its Subsidiaries or any Parent), or being a holding company
parent of the Company, any of its Subsidiaries or any Parent or receiving
dividends from or other distributions in respect of the Capital Stock of the
Company, any of its Subsidiaries or any Parent, or having guaranteed any
obligations of the Company or any Subsidiary thereof, or having made any
payment in respect of any of the items for which the Company or any of its
Subsidiaries is permitted to make payments to any Parent pursuant to Section 409,
or acquiring, developing, maintaining, owning, prosecuting, protecting or
defending its intellectual property and associated rights (including but not
limited to receiving or paying royalties for the use thereof) relating to the
business or businesses of the Company or any Subsidiary thereof, or (y) any other federal, state, foreign, provincial or
local taxes measured by income for which any Parent is liable up to an amount
not to exceed, with respect to federal taxes, the amount of any such taxes that
the Company and its Subsidiaries would have been required to pay on a separate
company basis, or on a consolidated basis as if the Company had filed a
consolidated return on behalf of an affiliated group (as defined in Section
1504 of the Code or an analogous provision of state, local or foreign law)
of which it were the common parent, or with respect to state and local taxes,
the amount of any such taxes that the Company and its Subsidiaries would have
been required to pay on a separate company basis, or on a combined basis as if
the Company had filed a combined return on behalf of an affiliated group
consisting only of the Company and its Subsidiaries.


 


“Rental Car
Vehicles” means all passenger Vehicles owned by or leased to the Company or
a Restricted Subsidiary that are classified as “revenue earning equipment” in
the consolidated financial statements of the Company and are or have been
offered for lease or rental by any of the Company and its Restricted
Subsidiaries in their car rental operations (and not, for the avoidance of
doubt, in connection with any business or operations involving the leasing or
renting of other types of Equipment), including any such Vehicles being held
for sale.


 


“Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.


 


“Resale
Restriction Termination Date” means, with respect to any Note, the date
that is two years (or such other period as may hereafter be provided under
Rule 144(k) under the Securities Act or any successor provision thereto as
permitting the resale by non-affiliates of Restricted Securities without
restriction) after the later of the original issue date in respect of such Note
and the last date on which the Company or any Affiliate of the Company was the
owner of such Note (or any Predecessor Note thereto).


 


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“Responsible
Officer” when used with respect to the Trustee means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the
executive committee of the board of directors, the president, any vice
president or assistant vice president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


“Restricted
Payment Transaction” means any Restricted Payment permitted pursuant to Section 409,
any Permitted Payment, any Permitted Investment, or any transaction
specifically excluded from the definition of the term “Restricted Payment”
(including pursuant to the exception contained in clause (i) and the parenthetical
exclusions contained in clauses (ii) and (iii) of such definition).


 


“Restricted Security” has the meaning assigned
to such term in Rule 144(a)(3) under the Securities Act; provided, however,
that the Trustee shall be entitled to receive, at its request, and conclusively
rely on an Opinion of Counsel with respect to whether any Note constitutes a
Restricted Security.


 


“Restricted
Subsidiary” means any Subsidiary of the
Company other than an Unrestricted Subsidiary.


 


“Rule 144A” means Rule 144A under the Securities Act.


 


“SEC” means the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Senior ABL
Agreement” means the Credit Agreement, dated as of the Issue Date, among
HERC; the Company; the Canadian borrowers party thereto; Deutsche Bank AG, New
York Branch, as administrative agent and collateral agent; Deutsche Bank AG,
Canada Branch, as Canadian agent and Canadian collateral agent; Lehman
Commercial Paper Inc., as syndication agent; Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent; the
lenders party thereto from time to time; Deutsche Bank Securities Inc., Lehman
Brothers Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as joint lead arrangers; BNP Paribas, The Royal Bank of
Scotland plc and Calyon, as co-arrangers; and Deutsche Bank Securities Inc.,
Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Goldman Sachs Credit Partners L.P. and JPMorgan Chase
Bank, N.A., as joint bookrunning managers; as such agreement may be amended,
supplemented, waived or otherwise modified from time to time or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original
administrative agent and lenders or other


 


34

















 


agents and lenders or otherwise, and whether provided under the
original Senior ABL Agreement or other credit agreements or otherwise).


 


“Senior ABL
Facility” means the collective reference to the Senior ABL Agreement, any
Loan Documents (as defined therein), any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent and
trademark security agreement, mortgages, letter of credit applications and
other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant
to or in connection with any of the foregoing, in each case as the same may be
amended, supplemented, waived or otherwise modified from time to time, or
refunded, refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the
original agent and lenders or other agents and lenders or otherwise, and
whether provided under the original Senior ABL Agreement or one or more other
credit agreements, indentures (including the Senior Indenture or this
Indenture) or financing agreements or otherwise). Without limiting the
generality of the foregoing, the term “Senior ABL Facility” shall include any
agreement (i) changing the maturity of any
Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Company or HERC as additional borrowers or guarantors
thereunder, (iii) increasing the amount
of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.


 


“Senior Credit
Agreements” means, collectively, the Senior ABL Agreement and the Senior
Term Agreement.


 


“Senior Credit
Facilities” means, collectively, the Senior ABL Facility and the Senior
Term Facility.


 


“Senior
Indebtedness” means, with respect to the Company or any Subsidiary
Guarantor, (i) all Bank
Indebtedness, (ii) all of
its obligations in respect of any Special Purpose Financing and (iii) the principal of and premium, if
any, and accrued and unpaid interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to such
Person regardless of whether post-filing interest is allowed in such
proceeding) on, and all fees and other amounts owing in respect of, all other
Indebtedness of such Person, other than, in the case of the Company,
Subordinated Obligations and, in the case of any Subsidiary Guarantor,
Guarantor Subordinated Obligations; provided,
however, that Senior Indebtedness
shall not include (1) any
obligation of such Person to any Restricted Subsidiary of such Person, (2) any liability for Federal, state,
foreign, local or other taxes owed or owing by such Person, (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including Guarantees thereof (other than by way of letter of credit, bank
guarantee, performance or other bond, or other similar obligation) or
instruments evidencing such liabilities), (4) any
obligation of such Person described in any of clauses (i), (ii) or (iii) above
that is expressly subordinated in right of payment to any other Indebtedness of
such Person, (5) any Capital
Stock of such Person or (6) that
portion of any Indebtedness of such Person that is Incurred by such Person in
violation of Section 407 (but no such violation shall be


 


35

















 


deemed to exist for purposes of this clause (6) if any holder of such
Indebtedness or such holder’s representative shall have received an Officer’s
Certificate to the effect that such Incurrence of such Indebtedness does not
(or that the Incurrence of the entire committed amount thereof at the date on
which the initial borrowing thereunder is made would not) violate Section 407).  If any Senior Indebtedness is disallowed,
avoided or subordinated pursuant to the provisions of Section 548 of Title 11
of the United States Code or any applicable state fraudulent conveyance law,
such Senior Indebtedness nevertheless will constitute Senior Indebtedness.


 


“Senior
Indenture” means the Indenture of even date herewith among the Company, the
Subsidiary Guarantors parties thereto from time to time and Wells Fargo Bank,
National Association, as trustee, governing the Company’s U.S. Dollar 8.875%
Senior Notes due 2014 and its Euro 7.875% Senior Notes due 2014, as the same
may be amended, supplemented, waived or
otherwise modified from time to time.


 


“Senior Notes”
means the “Notes” as such term is defined in the Senior Indenture.


 


“Senior
Subordinated Indebtedness” means, with respect to the Company or any
Subsidiary Guarantor, the Notes (in the case of the Company) or the Subsidiary
Guarantee of such Person in respect of the Notes (in the case of such
Subsidiary Guarantor) and any other Indebtedness of such Person that ranks pari passu with the Notes or such
Subsidiary Guarantee, as the case may be.


 


“Senior Term Agreement” means the Credit
Agreement, dated as of the Issue Date, among the Company; any other borrowers
party thereto from time to time; Deutsche Bank AG, New York Branch, as administrative
agent and collateral agent; Lehman Commercial Paper Inc., as syndication agent;
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as documentation agent; the lenders party thereto from time to
time; Deutsche Bank Securities Inc., Lehman Brothers Inc. and Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint
lead arrangers; BNP Paribas, The Royal Bank of Scotland plc and Calyon, as
co-arrangers; and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as joint
bookrunning managers; as such agreement may be amended, supplemented, waived or
otherwise modified from time to time or refunded, refinanced, restructured,
replaced, renewed, repaid, increased or extended from time to time (whether in
whole or in part, whether with the original administrative agent and lenders or
other agents and lenders or otherwise, and whether provided under the original
Senior Term Agreement or other credit agreements or otherwise).


 


“Senior Term
Facility” means the collective reference to the Senior Term Agreement, any
Loan Documents (as defined therein), any notes and letters of credit issued
pursuant thereto and any guarantee and collateral agreement, patent and
trademark security agreement, mortgages, letter of credit applications and
other guarantees, pledge agreements, security agreements and collateral
documents, and other instruments and documents, executed and delivered pursuant
to or in connection with any of the foregoing, in each case as the same may be
amended, supplemented, waived or otherwise modified from time to time, or refunded,


 


36

















 


refinanced, restructured, replaced, renewed, repaid, increased or
extended from time to time (whether in whole or in part, whether with the
original agent and lenders or other agents and lenders or otherwise, and
whether provided under the original Senior Term Agreement or one or more other
credit agreements, indentures (including the Senior Indenture or this
Indenture) or financing agreements or otherwise). Without limiting the
generality of the foregoing, the term “Senior Term Facility” shall include any
agreement (i) changing the
maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the
Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of
Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and
conditions thereof.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC, as such Regulation is in effect on the Issue Date.


 


“Special
Purpose Entity” means (x) any
Special Purpose Subsidiary or (y) any
other Person that is engaged in the business of (i) acquiring, selling, collecting, financing or
refinancing Receivables, accounts (as defined in the Uniform Commercial Code as
in effect in any jurisdiction from time to time), other accounts and/or other
receivables, and/or related assets, and/or (ii) acquiring,
selling, leasing, financing or refinancing Vehicles and/or other Equipment,
and/or related rights (including under leases, manufacturer warranties and
buy-back programs, and insurance policies) and/or assets (including managing,
exercising and disposing of any such rights and/or assets).


 


“Special Purpose Financing” means any financing
or refinancing of assets consisting of or including Receivables, Vehicles
and/or other Equipment of the Company or any Restricted Subsidiary that have
been transferred to a Special Purpose Entity or made subject to a Lien in a
Financing Disposition.


 


“Special
Purpose Financing Fees” means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Special Purpose Financing.


 


“Special
Purpose Financing Undertakings” means representations, warranties,
covenants, indemnities, guarantees of performance and (subject to
clause (y) of the proviso below) other agreements and undertakings entered
into or provided by the Company or any of its Restricted Subsidiaries that the
Company determines in good faith (which determination shall be conclusive) are
customary or otherwise necessary or advisable in connection with a Special
Purpose Financing or a Financing Disposition; provided
that (x) it is understood that
Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in
respect of notes, letters of credit, surety bonds and similar instruments
provided for credit enhancement purposes or (ii)
Hedging Obligations, or other obligations relating to Interest Rate Agreements,
Currency Agreements or Commodities Agreements entered into by the Company or
any Restricted Subsidiary, in respect of any Special Purpose Financing or
Financing


 


37

















 


Disposition, and (y)
subject to the preceding clause (x), any such other agreements and
undertakings shall not include any Guarantee of Indebtedness of a Special
Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a
Special Purpose Subsidiary.


 


 “Special Purpose Subsidiary” means a
Subsidiary of the Company that (a) is
engaged solely in (x) the
business of (i) acquiring, selling,
collecting, financing or refinancing Receivables, accounts (as defined in the
Uniform Commercial Code as in effect in any jurisdiction from time to time) and
other accounts and receivables (including any thereof constituting or evidenced
by chattel paper, instruments or general intangibles), all proceeds thereof and
all rights (contractual and other), collateral and other assets relating
thereto, and/or (ii) acquiring, selling,
leasing, financing or refinancing Vehicles and/or other Equipment, and/or
related rights (including under leases, manufacturer warranties and buy-back
programs, and insurance policies) and/or assets (including managing, exercising
and disposing of any such rights and/or assets), all proceeds thereof and all rights
(contractual and other), collateral and other assets relating thereto, and (y) any business or activities incidental or related to
such business, and (b) is
designated as a “Special Purpose Subsidiary” by the Board of Directors.


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and its successors.


 


“Stated
Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security
is due and payable, including pursuant to any mandatory redemption provision
(but excluding any provision providing for the repurchase of such security at
the option of the holder thereof upon the happening of any contingency).


 


“Subordinated
Obligations” means any Indebtedness of the Company (whether outstanding on
the date of this Indenture or thereafter Incurred) that is expressly subordinated
in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary” of any Person means any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of Capital Stock or other equity
interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by (i) such Person or (ii) one or more Subsidiaries of such Person.


 


“Subsidiary
Guarantee” means any guarantee that may from time to time be entered into
by a Restricted Subsidiary of the Company on or after the Issue Date pursuant
to Section 414.


 


38

















 


“Subsidiary
Guarantor” means any Restricted Subsidiary of the Company that enters into
a Subsidiary Guarantee.


 


“Successor
Company” shall have the meaning assigned thereto in clause (i) under Section 501.


 


“Supplemental
Indenture” means a Supplemental Indenture, to be entered into substantially
in the form attached hereto as Exhibit E.


 


“Tax Sharing
Agreement” means the Tax Sharing Agreement, dated as of the Issue Date,
among the Company, Holding and CCMG Corporation, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof and of this Indenture.


 


“Temporary Cash
Investments” means any of the following: (i) any
investment in (x) direct
obligations of the United States of America, a member state of The European
Union or any country in whose currency funds are being held pending their
application in the making of an investment or capital expenditure by the
Company or a Restricted Subsidiary in that country or with such funds, or any
agency or instrumentality of any thereof or obligations Guaranteed by the
United States of America or a member state of The European Union or any country
in whose currency funds are being held pending their application in the making
of an investment or capital expenditure by the Company or a Restricted
Subsidiary in that country or with such funds, or any agency or instrumentality
of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign
country recognized by the United States of America rated at least “A” by
S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating
by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank deposits, and
investments in time deposit accounts, certificates of deposit, bankers’
acceptances and money market deposits (or, with respect to foreign banks,
similar instruments) maturing not more than one year after the date of
acquisition thereof issued by (x) any
bank or other institutional lender under a Credit Facility or any affiliate
thereof or (y) a bank or
trust company that is organized under the laws of the United States of America,
any state thereof or any foreign country recognized by the United States of
America having capital and surplus aggregating in excess of $250.0 million (or
the foreign currency equivalent thereof) and whose long term debt is rated at
least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then
exists, the equivalent of such rating by any nationally recognized rating
organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause
(i) or (ii) above entered into with a bank meeting the qualifications
described in clause (ii) above, (iv) Investments in commercial paper, maturing
not more than 270 days after the date of acquisition, issued by a Person (other
than that of the Company or any of its Subsidiaries), with a rating at the time
as of which any Investment therein is made of “P-2” (or higher) according to
Moody’s or “A-2” (or higher) according to S&P (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or
Moody’s then exists, the equivalent of


 


39

















 


such rating by any nationally recognized rating organization), (v) Investments in securities maturing
not more than one year after the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by
any political subdivision or taxing authority thereof, and rated at least “A”
by S&P or “A” by Moody’s (or, in either case, the equivalent of such rating
by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (vi) Preferred Stock (other than of
the Company or any of its Subsidiaries) having a rating of “A” or higher by
S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then
exists, the equivalent of such rating by any nationally recognized rating
organization), (vii) investment
funds investing 95% of their assets in securities of the type described in
clauses (i)- (vi) above (which funds may also hold reasonable amounts of cash
pending investment and/or distribution), (viii) any
money market deposit accounts issued or offered by a domestic commercial bank
or a commercial bank organized and located in a country recognized by the
United States of America, in each case, having capital and surplus in excess of
$250.0 million (or the foreign currency equivalent thereof), or investments in
money market funds subject to the risk limiting conditions of Rule 2a-7 (or any
successor rule) of the SEC under the Investment Company Act of 1940, as
amended, and (ix) similar
investments approved by the Board of Directors in the ordinary course of
business.


 


“TIA” means
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb) as in effect on the
date of this Indenture.


 


“Trade Payables”
means, with respect to any Person, any accounts payable or any indebtedness or
monetary obligation to trade creditors created, assumed or guaranteed by such
Person arising in the ordinary course of business in connection with the
acquisition of goods or services.


 


“Transactions”
means, collectively, any or all of the following: (i) the entry into this Indenture and the Senior
Indenture, and the offer and issuance of the Notes and the Senior Notes, (ii) the entry into the Senior Credit
Facilities and Incurrence of Indebtedness thereunder by one or more of the
Company and its Subsidiaries, (iii) the
contribution of equity to CCMG Acquisition (whether by way of issuance of
Capital Stock or otherwise), (iv) the
Acquisition, including the related payment of the promissory note owing by The
Hertz Corporation to Ford Motor Company or an affiliate thereof, (v) the offers to purchase and
solicitations of consents to amend (and amendment of) the terms of, and/or the
purchase, repurchase, repayment, redemption, defeasance or other acquisition or
retirement for value of, Indebtedness of The Hertz Corporation and its
subsidiaries in existence on the Issue Date (including any collateralization of
letters of credit, surety bonds or other similar instruments), (vi) the issuance and sale of
asset-backed debt securities and Incurrence of other Indebtedness by
Subsidiaries of the Company and/or one or more Special Purpose Entities in
connection with the financing of the Transactions (including the entry into all
related agreements and documentation), (vii) the
recapitalization and restructuring relating to the Company’s Canadian
Subsidiaries, including the related intercompany dividends and contributions, (viii) the Merger, and (ix) all other transactions


 


40

















 


relating to any of the foregoing (including payment of fees and
expenses related to any of the foregoing).


 


“Trustee”
means the party named as such in the first paragraph of this Indenture until a
successor replaces it and, thereafter, means the successor.


 


“Trust Officer”
means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.


 


“Unrestricted
Subsidiary” means (i) any
Subsidiary of the Company that at the time of determination is an Unrestricted
Subsidiary, as designated by the Board of Directors in the manner provided
below, and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other
Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary
to be so designated; provided,
that (A) such designation
was made at or prior to the Issue Date, or (B) the
Subsidiary to be so designated has total consolidated assets of $1,000 or less
or (C) if such Subsidiary
has consolidated assets greater than $1,000, then such designation would be
permitted under Section 409. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving
effect to such designation (x) the
Company could Incur at least $1.00 of additional Indebtedness under Section
407(a) or (y) the
Consolidated Coverage Ratio would be greater than it was immediately prior to
giving effect to such designation or (z) such
Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness
outstanding other than Indebtedness that can be Incurred (and upon such
designation shall be deemed to be Incurred and outstanding) pursuant to Section
407(b). Any such designation by the Board of Directors shall be evidenced
to the Trustee by promptly filing with the Trustee a copy of the resolution of
the Company’s Board of Directors giving effect to such designation and an
Officer’s Certificate of the Company certifying that such designation complied
with the foregoing provisions.


 


“U.S.
Government Obligation” means (x) any
security that is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case under the preceding clause (i) or
(ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S.
Government Obligation that is specified in clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government
Obligation that is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount


 


41

















 


payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt.


 


“Vehicle Rental
Concession” means any right, whether or not exclusive, to conduct a Vehicle
rental business at a Public Facility, or to pick up or discharge persons or
otherwise to possess or use all or part of a Public Facility in connection with
such a business, and any related rights or interests.


 


“Vehicle Rental
Concession Rights” means any or all of the following:  (a) any
Vehicle Rental Concession, (b) any
rights of the Company or any Restricted Subsidiary thereof under or relating to
(i) any law, regulation,
license, permit, request for proposals, invitation to bid, lease, agreement or
understanding with a Public Facility Operator in connection with which a
Vehicle Rental Concession has been or may be granted to the Company or any
Restricted Subsidiary and (ii) any
agreement with, or Investment or other interest or participation in, any
Person, property or asset required (x) by
any such law, ordinance, regulation, license, permit, request for proposals,
invitation to bid, lease, agreement or understanding or (y) by any Public Facility Operator as
a condition to obtaining or maintaining a Vehicle Rental Concession, and (c) any liabilities or obligations
relating to or arising in connection with any of the foregoing.


 


“Vehicles”
means vehicles owned or operated by, or leased or rented to or by, the Company
or any of its Subsidiaries, including automobiles, trucks, tractors, trailers,
vans, sport utility vehicles, buses, campers, motor homes, motorcycles and
other motor vehicles.


 


“Vice President”,
when used with respect to any Person, means any vice president of such Person,
whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


“Voting Stock”
of an entity means all classes of Capital
Stock of such entity then outstanding and normally entitled to vote in the
election of directors or all interests in such entity with the ability to
control the management or actions of such entity.


 


Section 102.           Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  108

  
	
  “Affiliate Transaction”

  	
   

  	
  412

  
	
  “Agent Members”

  	
   

  	
  312

  
	
  “Amendment”

  	
   

  	
  410

  
	
  “Applicable Premium”

  	
   

  	
  1001

  
	
  “Authentication Order”

  	
   

  	
  303

  
	
  “Bankruptcy Law”

  	
   

  	
  601

  
	
  “Blockage Notice”

  	
   

  	
  1403

  



 


42

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Certificate of
  Beneficial Ownership”

  	
   

  	
  313

  
	
  “Change of Control
  Offer”

  	
   

  	
  415

  
	
  “Covenant Defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  601

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “Defeasance”

  	
   

  	
  1202

  
	
  “Defeased Notes”

  	
   

  	
  1201

  
	
  “Distribution
  Compliance Period”

  	
   

  	
  201

  
	
  “Event of Default”

  	
   

  	
  601

  
	
  “Excess Proceeds”

  	
   

  	
  411

  
	
  “Expiration Date”

  	
   

  	
  108

  
	
  “Global Notes”

  	
   

  	
  201

  
	
  “Guarantor Blockage
  Notice”

  	
   

  	
  1503

  
	
  “Guarantor Non-payment
  Default”

  	
   

  	
  1503

  
	
  “Guarantor Payment
  Blockage Period”

  	
   

  	
  1503

  
	
  “Guarantor Payment
  Default”

  	
   

  	
  1503

  
	
  “Initial Agreement”

  	
   

  	
  410

  
	
  “Initial Lien”

  	
   

  	
  413

  
	
  “Non-payment Default”

  	
   

  	
  1403

  
	
  “Note Register” and
  “Note Registrar”

  	
   

  	
  305

  
	
  “Notice of Default”

  	
   

  	
  601

  
	
  “Offer”

  	
   

  	
  411

  
	
  “pay its Subsidiary
  Guarantee”

  	
   

  	
  1503

  
	
  “pay the Notes”

  	
   

  	
  1403

  
	
  “Payment Blockage
  Period”

  	
   

  	
  1403

  
	
  “Payment Default”

  	
   

  	
  1403

  
	
  “Permanent Regulation S
  Global Notes”

  	
   

  	
  201

  
	
  “Permitted Payment”

  	
   

  	
  409

  
	
  “Physical Notes”

  	
   

  	
  201

  
	
  “Private Placement
  Legend”

  	
   

  	
  203

  
	
  “Redemption Amount”

  	
   

  	
  1001

  
	
  “Redemption Price”

  	
   

  	
  1001

  
	
  “Refinancing Agreement”

  	
   

  	
  410

  
	
  “Regular Record Date”

  	
   

  	
  301

  
	
  “Regulation S Global
  Notes”

  	
   

  	
  201

  
	
  “Regulation S Note
  Exchange Date”

  	
   

  	
  313

  
	
  “Regulation S Physical
  Notes”

  	
   

  	
  201

  
	
  “Reporting Date”

  	
   

  	
  405

  
	
  “Restricted Payment”

  	
   

  	
  409

  
	
  “Rule 144A Global Note”

  	
   

  	
  201

  
	
  “Rule 144A Physical
  Notes”

  	
   

  	
  201

  



 


43

















 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Subsidiary Guaranteed
  Obligations”

  	
   

  	
  1301

  
	
  “Successor Company”

  	
   

  	
  501

  
	
  “Temporary Regulation S
  Global Note”

  	
   

  	
  201

  
	
  “Treasury Rate”

  	
   

  	
  1001

  



 


Section 103.           Rules of Construction.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(1)   the terms defined in this
Indenture have the meanings assigned to them in this Indenture;


 


(2)   “or” is not
exclusive;


 


(3)   all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP;


 


(4)   the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision;


 


(5)   all references to “$”
or “dollars” shall refer to the lawful currency of the United States of
America;


 


(6)   the words “include,” “included”
and “including,” as used herein, shall be deemed in each case to be
followed by the phrase “without limitation,” if not expressly followed
by such phrase or the phrase “but not limited to”;


 


(7)   words in the singular
include the plural, and words in the plural include the singular;


 


(8)   references to sections of,
or rules under, the Securities Act shall be deemed to include substitute, replacement
or successor sections or rules adopted by the SEC from time to time; and


 


(9)   any reference to a Section,
Article or clause refers to such Section, Article or clause of this Indenture.


 


Section 104.           Incorporation by Reference of TIA.  Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of
this Indenture.  This Indenture is
subject to the mandatory provisions of the TIA, which are incorporated by
reference in and made a part of this Indenture. 
Any terms incorporated by reference in this Indenture that are defined
by the TIA, defined by any TIA reference to another


 


44

















 


statute or defined by SEC rule under the TIA, have the meanings so assigned
to them therein.  The following TIA terms
have the following meanings:


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor” on the indenture securities means the
Company, any Subsidiary Guarantor, and any successor or other obligor on the
indenture securities.


 


Section 105.           Conflict with TIA.  If any provision hereof limits, qualifies or
conflicts with a provision of the TIA that is required under the TIA to be a
part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed (i)
to apply to this Indenture as so modified or (ii)
to be excluded, as the case may be.


 


Section 106.           Compliance Certificates and
Opinions.  Upon any application or
request by the Company or by any other obligor upon the Notes (including any
Subsidiary Guarantor) to the Trustee to take any action under any provision of
this Indenture, the Company or such other obligor (including any Subsidiary
Guarantor), as the case may be, shall furnish to the Trustee such certificates
and opinions as may be required under the TIA. 
Each such certificate or opinion shall be given in the form of one or
more Officer’s Certificates, if to be given by an Officer, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of
the TIA and any other requirements set forth in this Indenture.  Notwithstanding the foregoing, in the case of
any such request or application as to which the furnishing of any Officer’s
Certificate or Opinion of Counsel is specifically required by any provision of
this Indenture relating to such particular request or application, no
additional certificate or opinion need be furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (except for certificates provided for in Section 406)
shall include:


 


(1)   a statement that the
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


 


(2)   a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based;


 


45

















 


(3)   a statement that, in the
opinion of such individual, he or she made such examination or investigation as
is necessary to enable him or her to express an informed opinion as to whether
or not such covenant or condition has been complied with; and


 


(4)   a statement as to whether,
in the opinion of such individual, such condition or covenant has been complied
with.


 


Section 107.           Form of Documents Delivered to
Trustee.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


Any certificate or
opinion of an Officer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
Officer knows that the certificate or opinion or representations with respect
to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or
opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an Officer or Officers to
the effect that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.


 


Where any Person
is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


Section 108.           Acts of Noteholders; Record Dates.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Company, as the
case may be.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 701)
conclusive in favor of the Trustee, the Company and any other obligor upon the
Notes, if made in the manner provided in this Section 108.


 


(b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution


 


46

















 


thereof.  Where such execution is
by an officer of a corporation or a member of a partnership or other legal
entity other than an individual, on behalf of such corporation or partnership
or entity, such certificate or affidavit shall also constitute sufficient proof
of such Person’s authority.  The fact and
date of the execution of any such instrument or writing, or the authority of
the person executing the same, may also be proved in any other manner that the
Trustee deems sufficient.


 


(c)           The
ownership of Notes shall be proved by the Note Register.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note shall bind the Holder of every Note issued
upon the transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, suffered or omitted to be done by the Trustee, the
Company or any other obligor upon the Notes in reliance thereon, whether or not
notation of such action is made upon such Note.


 


(e)           (i)            The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Notes entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
of Notes, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this
paragraph, the Holders of Outstanding Notes on such record date (or their duly
designated proxies), and no other Holders, shall be entitled to take the
relevant action, whether or not such Persons remain Holders after such record
date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Notes on such record date.  Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes
on the date such action is taken. 
Promptly after any record date is set pursuant to this paragraph, the
Company, at its expense,  shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Notes in the manner set forth in Section 110.


 


(ii)           The Trustee may set any day as a
record date for the purpose of determining the Holders of Outstanding Notes
entitled to join in the giving or making of (A) any Notice of Default, (B)
any declaration of acceleration referred to in Section 602, (C) any request to institute proceedings referred to in Section 607(ii)
or (D) any direction referred to in Section 612,
in each case with respect to Notes.  If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Notes on such record date, and no other Holders, shall be entitled to join in
such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that
no such


 


47

















 


action shall
be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Notes on such
record date.  Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Notes on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Notes in the manner set forth in Section 110.


 


(iii)          With respect to any record date set
pursuant to this Section 108, the party hereto that sets such
record dates may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Company or the
Trustee, whichever such party is not setting a record date pursuant to this Section 108(e)
in writing, and to each Holder of Notes in the manner set forth in Section 110,
on or prior to the existing Expiration Date. 
If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto that set such record date shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


 


(iv)          Without limiting the foregoing, a
Holder entitled hereunder to take any action hereunder with regard to any
particular Note may do so with regard to all or any part of the principal
amount of such Note or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such
principal amount.


 


(v)           Without limiting the generality of
the foregoing, a Holder, including the Depositary, that is the Holder of a
Global Note, may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by
Holders, and the Depositary, as the Holder of a Global Note, may provide its
proxy or proxies to the beneficial owners of interest in any such Global Note
through such depositary’s standing instructions and customary practices.


 


(vi)          The Company may fix a record date for
the purpose of determining the persons who are beneficial owners of interests
in any Global Note held by the Depositary entitled under the procedures of such
depositary to make, give or take, by a proxy or


 


48

















 


proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders.  If such a record date
is fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such persons, shall be entitled to make, give or take such
request, demand, authorization direction, notice consent, waiver or other
action, whether or not such Holders remain Holders after such record date.  No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.


 


Section 109.           Notices, etc., to Trustee and
Company.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


(1)   the Trustee by any Holder or
by the Company or by any other obligor upon the Notes shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at 213 Court Street, Suite 703, Middletown, CT 06457,
Attention:  Corporate Trust Department
(telephone:  (860) 704-6217;
telecopier:  (860) 704-6219 or at any
other address furnished in writing to the Company by the Trustee, or


 


(2)   the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder if in writing
and mailed, first-class postage prepaid, to the Company at CCMG Acquisition
Corporation, c/o M&C Corporate Services Limited (on behalf of Clayton,
Dubilier & Rice Fund VII, L.P.), P.O. Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, British West Indies;  with copies to Clayton, Dubilier & Rice,
Inc., 375 Park Avenue, 18th Floor, New York, NY 10152, Attention:  David H. Wasserman (telephone:  212-407-5200; telecopier:  212-407-5252); and to Debevoise &
Plimpton LLP, 919 Third Avenue, New York, New York 10022,
Attention:  David A. Brittenham, Esq. and
Steven J. Slutzky, Esq. (telephone: 
(212) 909-6000; telecopier:  (212)
909-6836), or at any other address previously furnished in writing to the
Trustee by the Company.


 


(3)   The Issuer or the Trustee,
by notice to the other, may designate additional or different addresses for
subsequent notices or communications.


 


Section 110.           Notices
to Holders; Waiver.  Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or by overnight air courier
guaranteeing next day delivery, to each Holder affected by such event, at such
Holder’s address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.


 


49

















 


Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


In case, by reason
of the suspension of regular mail service, or by reason of any other cause, it
shall be impossible to mail notice of any event as required by any provision of
this Indenture, then such notification as shall be made with the approval of
the Trustee (such approval not to be unreasonably withheld) shall constitute a
sufficient notification for every purpose hereunder.


 


Section 111.           Effect of Headings and Table of
Contents.  The Article and
Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section 112.           Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its respective successors and assigns,
whether so expressed or not.  All
agreements of the Trustee in this Indenture shall bind its successors.


 


Section 113.           Separability Clause.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 114.           Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any Paying Agent and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture, except as
provided in Article XIV and Article XV.


 


Section 115.           GOVERNING LAW.  THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.  THE TRUSTEE, THE COMPANY, ANY
OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES)
THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.


 


Section 116.           Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Note shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of interest or principal and premium (if
any) need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity, and no interest shall accrue on such payment for the
intervening period.


 


50

















 


Section 117.           No Personal Liability of
Directors, Officers, Employees, Incorporators and Stockholders.  No director, officer, employee, incorporator
or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of
any thereof shall have any liability for any obligation of the Company or any
Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary
Guarantee, or for any claim based on, in respect of, or by reason of, any such
obligation or its creation.  Each
Noteholder, by accepting the Notes, waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.


 


Section 118.           Exhibits and Schedules.  All exhibits and schedules attached hereto
are by this reference made a part hereof with the same effect as if herein set
forth in full.


 


Section 119.           Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


 


ARTICLE II


 


NOTE FORMS


 


Section 201.           Forms Generally.  (a) The Initial Notes and Initial Additional Notes that are
not Exchange Notes and the Trustee’s certificate of authentication relating
thereto shall be in substantially the forms set forth, or referenced, in this Article
II and Exhibit A annexed hereto.  The Exchange Notes and any Additional Notes
that are not Initial Additional Notes, or that are issued in a registered
offering pursuant to the Securities Act, and the Trustee’s certificate of
authentication relating thereto shall be in substantially the forms set forth,
or referenced, in this Article II and Exhibit B, annexed
hereto.  Each of Exhibits  A
and B is hereby incorporated in and expressly made a part of this
Indenture.  The Notes may have such
appropriate insertions, omissions, substitutions, notations, legends,
endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depositary rule or usage, agreements to which
the Company is subject, if any, or other customary usage, or as may consistently
herewith be determined by the Officers of the Company executing such Notes, as
evidenced by such execution (provided always
that any such notation, legend, endorsement, identification or variation is in
a form acceptable to the Company).  Each
Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibits
A and B are part of the terms of this Indenture.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


 


Initial Notes and
any Initial Additional Notes offered and sold in reliance on Rule 144A
shall, unless the Company otherwise notifies the Trustee in writing, be issued
in the form of one or more permanent global Notes in substantially the form set
forth in Exhibit A hereto (each, a “Rule 144A Global Note”)
deposited with the Trustee, as custodian for the Depositary or its nominee, for
credit to an account of an Agent Member, and shall be duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of a Rule 144A
Global Note may from time to time be increased or


 


51

















 


decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.


 


Initial Notes and
any Initial Additional Notes offered and sold in offshore transactions in
reliance on Regulation S under the Securities Act shall, unless the Company
otherwise notifies the Trustee in writing, be issued in the form of one or more
temporary global Notes in substantially the form set forth in Exhibit A
hereto (each, a “Regulation S Global Note”), except as otherwise
permitted herein, deposited with the Trustee, as custodian for the Depositary
or its nominee for the accounts of designated Agent Members holding on behalf
of Euroclear or Clearstream and shall be duly executed by the Company and
authenticated by the Trustee as hereinafter provided.


 


Following the
expiration of the distribution compliance period set forth in Regulation S (the
“Distribution Compliance Period”) with respect to any Temporary
Regulation S Global Note, beneficial interests in such Temporary Regulation S
Global Note shall be exchanged as provided in Sections 312 and 313
for beneficial interests in one or more permanent global Notes in substantially
the form set forth in Exhibit A hereto (each, a “Permanent Regulation
S Global Note.”)  The Permanent
Regulation S Global Notes shall be deposited with the Trustee, as custodian for
the Depositary or its nominee for credit to the account of an Agent Member and
shall be duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  Simultaneously
with the authentication of a Permanent Regulation S Global Note, the Trustee
shall cancel the related Temporary Regulation S Global Note.  The aggregate principal amount of a
Regulation S Global Note may from time to time be increased or decreased by
adjustments made in the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.


 


Subject to the
limitations on the issuance of certificated Notes set forth in Sections 312
and 313, Initial Notes and any Initial Additional Notes issued pursuant
to Section 305 in exchange for or upon transfer of beneficial
interests (x) in a Rule 144A
Global Note shall be in the form of permanent certificated Notes substantially
in the form set forth in Exhibit A hereto (the “Rule 144A Physical
Notes”) or (y) in a
Regulation S Global Note (if any), on or after the Regulation S Note Exchange
Date with respect to such Regulation S Global Note, shall be in the form of
permanent certificated Notes substantially in the form set forth in Exhibit
A hereto (the “Regulation S Physical Notes”), respectively, as
hereinafter provided.


 


The Rule 144A
Physical Notes and Regulation S Physical Notes shall be construed to include
any certificated Notes issued in respect thereof pursuant to Section 304,
305, 306 or 1008, and the Rule 144A Global Notes and
Regulation S Global Notes shall be construed to include any global Notes issued
in respect thereof pursuant to Section 304, 305, 306
or 1008.  The Rule 144A Physical
Notes and the Regulation S Physical Notes, together with any other certificated
Notes issued and authenticated pursuant to this Indenture, are sometimes
collectively herein referred to as the “Physical Notes.”  The Rule 144A Global Notes and the Regulation
S Global Notes, together with any other global Notes that are issued and


 


52

















 


authenticated pursuant to this Indenture, are sometimes collectively
referred to as the “Global Notes.”


 


Exchange Notes
shall be issued substantially in the form set forth in Exhibit B hereto
and, subject to Section 312(b), shall be in the form of one or more
Global Notes.


 


Section 202.           Form of
Trustee’s Certificate of Authentication. 
The Notes will have endorsed thereon a Trustee’s certificate of
authentication in substantially the following form:


 


This is one of the Notes referred to in the within-mentioned
Indenture.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Dated:


 


If an appointment of an Authenticating Agent is made
pursuant to Section 714, the Notes may have endorsed thereon, in
lieu of the Trustee’s certificate of authentication, an alternative certificate
of authentication in substantially the following form:


 


This is one of the Notes referred to in the within-mentioned
Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


Dated:


 


Section 203.           Restrictive and Global Note
Legends.  Each Global Note and
Physical Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the following legend set forth below (the “Private
Placement Legend”) on the face thereof until the Private Placement Legend
is removed or not required in accordance with Section 313(4):


 


“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE


 


53

















 


SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS
NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.


 


BY
ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
OR (C) IT IS AN “INSTITUTIONAL”
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)
AND (2) AGREES THAT IT WILL NOT WITHIN
[TWO YEARS—FOR NOTES ISSUED PURSUANT TO RULE
144A][40 DAYS—FOR NOTES ISSUED IN
OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF
THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE
COMPANY OR ANY OF ITS AFFILIATES OWNED SUCH NOTE, OFFER, RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE
THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN
A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT (IF AVAILABLE), (V) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (VI) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (VII) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER OF THIS
NOTE


 


54

















 


FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE
(A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.”


 


Each Global Note,
whether or not an Initial Note, shall also bear the following legend on the
face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”) 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 IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS
DEFINED HEREIN).


 


Each Temporary
Regulation S Global Note shall also bear the following legend on the face
thereof:


 


EXCEPT AS SPECIFIED IN THE INDENTURE,
BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL
NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR
ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH
DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE
EXPIRATION OF


 


55

















 


THE “40 DAY DISTRIBUTION COMPLIANCE PERIOD”
(WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES
ACT).  DURING SUCH 40 DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION
S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK
S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM, OR CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME.


 


ARTICLE III


 


THE NOTES


 


Section 301.           Title and Terms.  The aggregate principal amount of Notes that
may be authenticated and delivered and Outstanding under this Indenture is not
limited.  The Initial Notes will be
issued in an aggregate principal amount of $600 million, shall vote and
consent together on all matters as one class, and none of the Notes will have
the right to vote or consent as a class separate from one another on any
matter.  Additional Notes (including any
Exchange Notes issued in exchange therefor) will vote (or consent) as a class
with the other Notes and otherwise be treated as Notes for all purposes of this
Indenture.


 


The Notes shall be
known and designated as the “10.5% Senior Subordinated Notes due 2016” of the
Company.  The final Stated Maturity of
the Notes shall be January 1, 2016. 
Interest on the Outstanding principal amount of Notes will accrue at the
rate of 10.5% per annum and will be payable semi-annually in arrears on January
1 and July 1 in each year, commencing on July 1, 2006, to holders of record on
the immediately preceding December 15 and June 15, respectively (each such
December 15 and June 15, a “Regular Record Date”).  Interest on the Original Notes will accrue
from the most recent date to which interest has been paid or duly provided for
or, if no interest has been paid, from December 21, 2005; and interest on any
Additional Notes (and Exchange Notes issued in exchange therefor) will accrue
(or will be deemed to have accrued) from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid on such
Additional Notes, from the Interest Payment Date immediately preceding the date
of issuance of such Additional Notes, or if the date of issuance of such
Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered
for exchange on or after a record date for an Interest Payment Date that will
occur on or after the date of such exchange, interest on the Note received in
exchange thereof will accrue from the date of such Interest Payment Date.


 


Section 302.           Denominations.  The Notes shall be issuable only in fully
registered form, without coupons, and only in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof.


 


Section 303.           Execution, Authentication and
Delivery and Dating.  The Notes shall
be executed on behalf of the Company by one Officer of the Company.  The signature of any such Officer on the
Notes may be manual or by facsimile.


 


56

















 


Notes bearing the
manual or facsimile signature of an individual who was at any time an Officer
of the Company shall bind the Company, notwithstanding that such individual has
ceased to hold such office prior to the authentication and delivery of such
Notes or did not hold such office at the date of such Notes.


 


At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for
authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue
in the aggregate principal amount not to exceed $600 million, (ii) Additional Notes in one or more
series from time to time for original issue in aggregate principal amounts
specified by the Company and (iii) Exchange
Notes from time to time for issue in exchange for a like principal amount of
Initial Notes or Initial Additional Notes, in each case specified in clauses
(i) through (iii) above, upon a written order of the Company in the form of an
Officer’s Certificate of the Company (an “Authentication Order”).  Such Officer’s Certificate shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar
identification numbers of such Notes, if any, whether the Notes are to be
Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to
be issued as one or more Global Notes or Physical Notes and such other
information as the Company may include or the Trustee may reasonably request.


 


All Notes shall be
dated the date of their authentication.


 


No Note shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder.


 


Section 304.           Temporary Notes.  Until definitive Notes are ready for delivery,
the Company may prepare and upon receipt of an Authentication Order the Trustee
shall authenticate temporary Notes. 
Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company consider appropriate for temporary
Notes.  If temporary Notes are issued,
the Company will cause definitive Notes to be prepared without unreasonable
delay.  After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Company in a Place of Payment, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes the Company shall execute and upon receipt of an
Authentication Order the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations.  Until so exchanged the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes of the same series and tenor.


 


Section 305.           Registrar and Paying Agent.  The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes


 


57

















 


collectively referred to as the “Note Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes.  The Company may have one or more
co-registrars.  The term “Note
Registrar” includes any co-registrars.


 


The Company shall
also maintain (i) an office or agent within
the United States where Notes may be presented for payment; provided, however,
that at the option of the Company payment of interest on a Note may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Note Register.  The
Company may have one or more additional paying agents, and the term “Paying
Agent” shall include any additional Paying Agent.


 


The Company
initially appoints the Trustee as “Note Registrar” and “Paying Agent” in
connection with the Notes, until such time as it has resigned or a successor
has been appointed.  The Company may
change the Paying Agent or Note Registrar for any series of Notes without prior
notice to the Holders of Notes.  The
Company may enter into an appropriate agency agreement with any Note Registrar
or Paying Agent not a party to this Indenture. 
Any such agency agreement shall implement the provisions of this
Indenture that relate to such agent.  The
Company shall notify the Trustee in writing of the name and address of any such
agent.  If the Company fails to appoint
or maintain a Note Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section
707.  The Company or any wholly-owned
Domestic Subsidiary of the Company may act as Paying Agent, Note Registrar or
transfer agent.


 


Upon surrender for
transfer of any Note at the office or agency of the Company in a Place of
Payment, in compliance with all applicable requirements of this Indenture and
applicable law, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of the same series, of any authorized denominations and of a
like aggregate principal amount.


 


At the option of
the Holder, Notes may be exchanged for other Notes of the same series, of any
authorized denominations and of a like tenor and aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes that the Holder making the exchange is entitled to receive.


 


All Notes issued
upon any transfer or exchange of Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such transfer or exchange.


 


Every Note
presented or surrendered for transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed, by the Holder thereof or such Holder’s attorney duly
authorized in writing.


 


58

















 


No service charge
shall be made for any registration, transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any transfer tax or
other governmental charge that may be imposed in connection therewith.


 


The Company shall
not be required (i) to
issue, transfer or exchange any Note during a period beginning at the opening
of business 15 Business Days before the day of the mailing of a notice of
redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004
and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note
so selected for redemption (or purchase) in whole or in part.


 


Section 306.           Mutilated, Destroyed, Lost and
Stolen Notes.  If a mutilated Note is
surrendered to the Note Registrar or if the Holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and
the Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable
time after such Holder has notice of such loss, destruction or wrongful taking
and the Note Registrar does not register a transfer prior to receiving such
notification, (b) makes such request to the
Company or the Trustee prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable
requirements of the Trustee.  If required
by the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Trustee to protect the Company, the Trustee,
a Paying Agent and the Note Registrar from any loss that any of them may suffer
if a Note is replaced.


 


In case any such
mutilated, destroyed, lost or stolen Note has become or is about to become due
and payable, the Company in its discretion may, instead of issuing a new Note,
pay such Note.


 


Upon the issuance
of any new Note under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.


 


Every new Note
issued pursuant to this Section 306 in lieu of any destroyed, lost
or stolen Note shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and ratably with any and all other Notes duly issued
hereunder.


 


The provisions of
this Section 306 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


 


Section 307.           Payment of Interest Rights
Preserved.  Interest on any Note that
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid


 


59

















 


to the Person in whose name that Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record Date for
such interest specified in Section 301.


 


Any interest on
any Note that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest
may be paid by the Company, at its election, as provided in clause (1) or
clause (2) below:


 


(1)   The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. 
The Company shall notify the Trustee and Paying Agent in writing of the
amount of Defaulted Interest proposed to be paid on each Note and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee or Paying Agent an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee or Paying Agent for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this clause (1). 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee and the Paying Agent of the notice of the proposed
payment.  The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first class postage
prepaid, to each Holder at such Holder’s address as it appears in the Note
Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).


 


(2)   The Company may make payment
of any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, if, after notice given by
the Company to the Trustee and the Paying Agent of the proposed payment
pursuant to this clause (2), such payment shall be deemed practicable by the
Trustee.


 


Subject to the
foregoing provisions of this Section 307, each Note delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other Note
shall carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Note.


 


60

















 


Section 308.           Persons Deemed Owners.  The Company, any Subsidiary Guarantor, the
Trustee, the Paying Agent and any agent of any of them may treat the Person in
whose name any Note is registered as the owner of such Note for the purpose of
receiving payment of principal of (and premium, if any), and (subject to Section 307)
interest on, such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and neither the Company, any Subsidiary Guarantor, the
Trustee, the Paying Agent nor any agent of any of them shall be affected by
notice to the contrary.


 


Section 309.           Cancellation.  All Notes surrendered for payment,
redemption, transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee.  No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures (subject to the record retention requirements of the
Exchange Act).


 


Section 310.           Computation of Interest.  Interest on the Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


Section 311.           CUSIP Numbers, ISINs, Etc.  The Company in issuing the Notes may use “CUSIP”
numbers, ISINs and “Common Code” numbers (if then generally in use), and if so,
the Trustee may use the CUSIP numbers, ISINs and “Common Code” numbers in
notices of redemption or exchange as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness
or accuracy of such numbers printed in the notice or on the Notes; that
reliance may be placed only on the other identification numbers printed on the
Notes; and that any redemption shall not be affected by any defect in or
omission of such numbers.


 


Section 312.           Book-Entry Provisions for Global
Notes.  (a) Each Global Note initially
shall (i) be registered in the name of the
Depositary for such Global Note or the nominee of such Depositary, in each case
for credit to the account of an Agent Member, and (ii)
be delivered to the Trustee as custodian for such Depositary.  Neither the Company nor any agent of the
Company shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Note, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Members of, or
participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by
the Depositary, or its custodian, or under such Global Notes.  The Depositary may be treated by the Company,
any other obligor upon the Notes, the Trustee and any agent of any of them as
the absolute owner of the Global Notes for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, any other obligor upon the Notes, the Trustee or any


 


61














 


agent of any of them from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Note.  The registered holder of a Global Note may
grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that
a Holder is entitled to take under this Indenture or the Notes.


 


(b)           Transfers
of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the
Depositary, its successors or their respective nominees.  Interests of beneficial owners in a Global
Note may not be transferred or exchanged for Physical Notes unless (i) the Company has consented thereto
in writing, or such transfer or exchange is made pursuant to the next sentence,
and (ii) such transfer or
exchange is in accordance with the applicable rules and procedures of the
Depositary and the provisions of Sections 305 and 313.  Subject to the limitation on issuance of
Physical Notes set forth in Section 313(3), Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the relevant Global Note, if (i) the
Depositary notifies the Company at any time that it is unwilling or unable to
continue as Depositary for the Global Notes and a successor depositary is not
appointed within 120 days; (ii)
the Depositary ceases to be registered as a “Clearing Agency” under the
Securities Exchange Act of 1934 and a successor depositary is not appointed
within 120 days; (iii) the
Company, at its option, notifies the Trustee that it elects to cause the
issuance of Physical Notes; or (iv)
an Event of Default shall have occurred and be continuing with respect to the
Notes and the Trustee has received a written request from the Depositary to
issue Physical Notes.


 


(c)           In
connection with any transfer or exchange of a portion of the beneficial
interest in any Global Note to beneficial owners for Physical Notes pursuant to
Section 312(b), the Note Registrar shall record on its books and
records the date and a decrease in the principal amount of such Global Note in
an amount equal to the beneficial interest in the Global Note being
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and principal amount of
authorized denominations.


 


(d)           In
connection with a transfer of an entire Global Note to beneficial owners
pursuant to Section 312(b), the applicable Global Note shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary, in exchange for its beneficial interest in
the applicable Global Note, an equal aggregate principal amount at maturity of
Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or
Regulation S Physical Notes (in the case of any Regulation S Global Note), as
the case may be, of authorized denominations.


 


(e)           The
transfer and exchange of a Global Note or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth in Section 313) and
the procedures therefor of the Depositary. 
Any beneficial interest in one of the Global Notes that is transferred
to a Person who takes delivery in the form of an interest in a different Global
Note will, upon transfer, cease to be an


 


62

















 


interest in such Global Note and become an interest in the other Global
Note and, accordingly, will thereafter be subject to all transfer restrictions,
if any, and other procedures applicable to beneficial interests in such other
Global Note for as long as it remains such an interest.  A transferor of a beneficial interest in a
Global Note shall deliver to the Note Registrar a written order given in
accordance with the Depositary’s procedures containing information regarding
the participant account of the Depositary to be credited with a beneficial
interest in the relevant Global Note. 
Subject to Section 313, the Note Registrar shall, in
accordance with such instructions, instruct the Depositary to credit to the
account of the Person specified in such instructions a beneficial interest in
such Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.


 


(f)            Any
Physical Note delivered in exchange for an interest in a Global Note pursuant
to Section 312(b) shall, unless such exchange is made on or after
the Resale Restriction Termination Date applicable to such Note and except as
otherwise provided in Section 203 and Section 313, bear
the Private Placement Legend.


 


(g)           Notwithstanding
the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through designated Agent Members
holding on behalf of Euroclear or Clearstream unless delivery is made in
accordance with the applicable provisions of Section 313.


 


(h)           The
Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.


 


Section 313.           Special Transfer Provisions.


 


(1)           Transfers
to Non-U.S. Persons.  The following
provisions shall apply with respect to the registration of any proposed
transfer of a Note that is a Restricted Security to any Non-U.S. Person:  The Note Registrar shall register such
transfer if it complies with all other applicable requirements of this
Indenture (including Section 305) and,


 


(a)           if (x) such transfer is after the relevant
Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered
to the Note Registrar and the Company and the Trustee a Regulation S
Certificate and, unless otherwise agreed by the Company and the Trustee, an
opinion of counsel, certifications and other information satisfactory to the
Company and the Trustee, and


 


(b)           if the proposed
transferor is or is acting through an Agent Member holding a beneficial
interest in a Global Note, upon receipt by the Note Registrar and the Company
and the Trustee of (x) the
certificate, opinion, certifications and other information, if any, required by
clause (a) above and (y) written
instructions given in accordance with the procedures of the Note Registrar and
of the Depositary;


 


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whereupon (i) the
Note Registrar shall reflect on its books and records the date and (if the
transfer does not involve a transfer of any Outstanding Physical Note) a
decrease in the principal amount of the relevant Global Note in an amount equal
to the principal amount of the beneficial interest in the relevant Global Note
to be transferred, and (ii) either
(A) if the proposed
transferee is or is acting through an Agent Member holding a beneficial
interest in a relevant Regulation S Global Note, the Note Registrar shall
reflect on its books and records the date and an increase in the principal
amount of such Regulation S Global Note in an amount equal to the principal
amount of the beneficial interest being so transferred or (B) otherwise the Company shall
execute and the Trustee shall authenticate and deliver one or more Physical
Notes of like tenor and amount.


 


(2)           Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a Note
that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):  The Note Registrar shall register such
transfer if it complies with all other applicable requirements of this
Indenture (including Section 305) and,


 


(a)           if such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of such Note stating, or has otherwise certified to the Note Registrar and
the Company and the Trustee in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of such Note stating, or has otherwise
certified to Note Registrar and the Company and the Trustee in writing, that it
is purchasing such Note for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a
QIB within the meaning of Rule 144A, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as it has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; and


 


(b)           if the proposed
transferee is an Agent Member, and the Note to be transferred consists of a
Physical Note that after transfer is to be evidenced by an interest in a Global
Note or consists of a beneficial interest in a Global Note that after the
transfer is to be evidenced by an interest in a different Global Note, upon
receipt by the Note Registrar of written instructions given in accordance with
the Depositary’s and the Note Registrar’s procedures, whereupon the Note
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the transferee Global Note in an amount equal to the
principal amount of the Physical Note or such beneficial interest in such
transferor Global Note to be transferred, and the Trustee shall cancel the
Physical Note so transferred or reflect on its books and records the date and a
decrease in the principal amount of such transferor Global Note, as the case
may be.


 


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(3)           Limitation on Issuance of Physical
Notes.  No Physical Note shall be
exchanged for a beneficial interest in any Global Note, except in accordance
with Section 312 and this Section 313.


 


A beneficial owner
of an interest a Temporary Regulation S Global Note (and, in the case of any
Additional Notes for which no Temporary Regulation S Global Note is issued, any
Regulation S Global Note) shall not be permitted to exchange such interest for
a Physical Note or (in the case of such interest in a Temporary Regulation S
Global Note) an interest in a Permanent Regulation S Global Note until a date,
which must be after Distribution Compliance Date, on which the Company receives
a certificate of beneficial ownership substantially in the form of Exhibit C
from such beneficial owner (a “Certificate of Beneficial Ownership”).  Such date, as it relates to a Regulation S
Global Note, is herein referred to as the “Regulation S Note Exchange Date.”


 


(4)           Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes not bearing the Private Placement Legend, the Note Registrar shall
deliver Notes that do not bear the Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Note Registrar shall deliver
only Notes that bear the Private Placement Legend unless (i) the requested transfer is after
the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of the
Company after there is delivered to the Note Registrar an opinion of counsel
(which opinion and counsel are satisfactory to the Company and the Trustee) to
the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the
Securities Act, (iii) with
respect to a Regulation S Global Note (on or after the Regulation S Note
Exchange Date with respect to such Regulation S Global Note) or Regulation S
Physical Note, in each case with the agreement of the Company, or (iv) such Notes are sold or exchanged
pursuant to an effective registration statement under the Securities Act.


 


(5)           Other Transfers.  The Note Registrar shall effect and register,
upon receipt of a written request from the Company to do so, a transfer not
otherwise permitted by this Section 313, such registration to be done
in accordance with the otherwise applicable provisions of this Section 313,
upon the furnishing by the proposed transferor or transferee of a written
opinion of counsel (which opinion and counsel are satisfactory to the Company
and the Trustee) to the effect that, and such other certifications or
information as the Company or the Trustee may require (including, in the case
of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3)
or (7) under Regulation D promulgated under the Securities Act), a certificate
substantially in the form of Exhibit G) to confirm that, the
proposed transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.


 


A Note that is a
Restricted Security may not be transferred other than as provided in this Section 313.  A beneficial interest in a Global Note that
is a Restricted Security may not be exchanged for a beneficial interest in
another Global Note other than through a transfer in compliance with this Section 313.


 


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(6)           General.  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.


 


The Note Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 312 or this Section 313
(including all Notes received for transfer pursuant to Section 313).  The Company shall have the right to require
the Note Registrar to deliver to the Company, at the Company’s expense, copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Note Registrar.


 


In connection with
any transfer of any Note, the Trustee, the Note Registrar and the Company shall
be entitled to receive, shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in
relying upon the certificates, opinions and other information referred to
herein (or in the forms provided herein, attached hereto or to the Notes, or
otherwise) received from any Holder and any transferee of any Note regarding
the validity, legality and due authorization of any such transfer, the
eligibility of the transferee to receive such Note and any other facts and
circumstances related to such transfer.


 


Section 314.           Payment of Additional Interest.  (a) 
Under certain circumstances the Company will be obligated to pay certain
additional amounts of interest to the Holders of certain Initial Notes, as more
particularly set forth in such Initial Notes.


 


(b)           Under
certain circumstances the Company may be obligated to pay certain additional
amounts of interest to the Holders of certain Initial Additional Notes, as may
be more particularly set forth in such Initial Additional Notes.


 


(c)           Prior
to any Interest Payment Date on which any such additional interest is payable,
the Company shall give notice to the Trustee of the amount of any additional
interest due on such Interest Payment Date.


 


ARTICLE IV


 


COVENANTS


 


Section 401.           Payment of Principal, Premium and
Interest.  The Company shall duly and
punctually pay the principal of (and premium, if any) and interest on the Notes
in accordance with the terms of the Notes and this Indenture.  Principal amount (and premium, if any) and
interest on the Notes shall be considered paid on the date due if the Company
shall have deposited with the Paying Agent (if other than the Company or a
wholly-owned Domestic Subsidiary of the Company) as of 12:00 p.m. New York City
time on the due date money in immediately available funds and designated for
and sufficient to pay all principal amount (and premium, if any) and interest
then due.


 


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Section 402.           Maintenance of Office or Agency.  (a) The Company shall maintain in the United States an
office or agency where Notes may be presented or surrendered for payment, where
Notes may be surrendered for transfer or exchange and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and of any change in the location, of such
office or agency.  If at any time the
Company shall fail to maintain such office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee.


 


(b)           The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all
purposes and may from time to time rescind such designations.


 


The
Company hereby designates the Corporate Trust Office of the Trustee or its
Agent, as such office or agency of the Company in accordance with Section
305 hereof.


 


Section 403.           Money for Payments to Be Held in
Trust.  If the Company shall at any
time act as its own Paying Agent, it shall, on or before 12:00 p.m., New York
City time, on each due date of the principal of (and premium, if any) or
interest on, any of the Notes, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act.


 


If the Company is
not acting as its own Paying Agent, it shall, on or prior to 12:00 p.m., New
York City time, on each due date of the principal of (and premium, if any) or
interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest, so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
shall promptly notify the Trustee of its action or failure so to act.


 


If the Company is
not acting as its own Paying Agent, the Company shall cause any Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 403, that such Paying Agent shall


 


(1)   hold all sums held by it for
the payment of principal of (and premium, if any) or interest on Notes in trust
for the benefit of the Persons entitled thereto until such sums shall be paid
to such Persons or otherwise disposed of as herein provided;


 


(2)   give the Trustee notice of
any default by the Company (or any other obligor upon the Notes) in the making
of any such payment of principal (and premium, if any) or interest;


 


67

















 


(3)   at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and


 


(4)   acknowledge, accept and
agree to comply in all respects with the provisions of this Indenture and TIA
relating to the duties, rights and liabilities of such Paying Agent.


 


The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Note and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.


 


Section 404.           [Reserved.]


 


Section 405.           SEC Reports.  Notwithstanding that the Company may not be
required to be or remain subject to the reporting requirements of Section 13(a)
or 15(d) of the Exchange Act, the Company will file with the SEC (unless such
filing is not permitted under the Exchange Act or by the SEC), so long as the
Notes are Outstanding, the annual reports, information, documents and other
reports that the Company is required to file with the SEC pursuant to such
Section 13(a) or 15(d) or would be so required to file if the Company were so
subject. The Company will also, within 15 days after the date on which the
Company was so required to file or would be so required to file if the Company
were so subject, transmit by mail to all Holders, as their names and addresses
appear in the Note Register, and to the Trustee (or make available on a Company
website) copies of any such information, documents and reports (without
exhibits) so required to be filed. 
Notwithstanding the foregoing, if any audited or reviewed financial
statements or information required to be included in any such filing are not
reasonably available on a timely basis as a result of the Company’s accountants
not being “independent” (as defined pursuant to the Exchange Act and the rules
and regulations of the SEC thereunder), the Company may, in lieu of making such
filing or transmitting or making available the information, documents and
reports so required to be filed, elect to make a filing on an alternative form
or transmit or make available unaudited or unreviewed financial statements or
information substantially similar to such required audited or reviewed
financial statements or information, provided
that (a) the Company shall in any event be
required to make such filing


 


68

















 


and so transmit or make available such audited or reviewed financial
statements or information no later than the first anniversary of the date on
which the same was otherwise required pursuant to the preceding provisions of this
paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election
and such filing has not been made, or such information, documents and reports
have not been transmitted or made available, as the case may be, within 90 days
after such Reporting Date, liquidated damages will accrue on the Notes at a
rate of 0.50% per annum from the date that is 90 days after such Reporting Date
to the earlier of (x) the date on
which such filing has been made, or such information, documents and reports
have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting
Date (provided that not more than 0.50% per annum in liquidated damages shall
be payable for any period regardless of the number of such elections by the
Company).  The Company will be deemed to
have satisfied the requirements of this Section 405 if any Parent files
and provides reports, documents and information of the types otherwise so
required, in each case within the applicable time periods, and the Company is
not required to file such reports, documents and information separately under
the applicable rules and regulations of the SEC (after giving effect to any
exemptive relief) because of the filings by such Parent. The Company also will
comply with the other provisions of TIA § 314(a).


 


Section 406.           Statement as to Default.  The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending
after January 1, 2006, an Officer’s Certificate to the effect that to the best
knowledge of the signer thereof the Company is or is not in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which such signer may have
knowledge.  To the extent required by the
TIA, each Subsidiary Guarantor shall comply with TIA § 314(a)(4).  The individual signing any certificate given
by any Person pursuant to this Section 406 shall be the principal
executive, financial or accounting officer of such Person, in compliance with
TIA § 314(a)(4).


 


Section 407.           Limitation on Indebtedness.  (a) 
The Company will not, and will not permit any Restricted Subsidiary to,
Incur any Indebtedness; provided,
however, that
the Company or any Restricted Subsidiary may Incur Indebtedness if on the date
of the Incurrence of such Indebtedness, after giving effect to the Incurrence
thereof, the Consolidated Coverage Ratio would be greater than 2.00:1.00.


 


(b)           Notwithstanding
the foregoing paragraph (a), the Company and its Restricted Subsidiaries may
Incur the following Indebtedness:


 


(i)            Indebtedness
Incurred pursuant to any Credit Facility (including but not limited to in
respect of letters of credit or bankers’ acceptances issued or created
thereunder) and Indebtedness Incurred other than under any Credit Facility, and
(without limiting the foregoing), in each case, any Refinancing Indebtedness in
respect thereof, in a maximum principal amount at any time outstanding not
exceeding in the aggregate the amount equal to (A) $2,250.0 million, plus (B)
the greater of (x) $1,600.0 million and (y)


 


69

















 


an amount
equal to (1) the
Borrowing Base less (2) the
aggregate principal amount of Indebtedness Incurred by Special Purpose
Subsidiaries that are Domestic Subsidiaries and then outstanding pursuant to
clause (ix) of this paragraph (b), plus (C)
in the event of any refinancing of any such Indebtedness, the aggregate amount
of fees, underwriting discounts, premiums and other costs and expenses incurred
in connection with such refinancing;


 


(ii)           Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the Company or any Restricted Subsidiary to any
Restricted Subsidiary; provided,
that any subsequent issuance or transfer of any Capital Stock of such
Restricted Subsidiary to which such Indebtedness is owed, or other event, that
results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any other subsequent transfer of such Indebtedness (except to the Company or a
Restricted Subsidiary) will be deemed, in each case, an Incurrence of such
Indebtedness by the issuer thereof not permitted by this clause (ii);


 


(iii)          Indebtedness
represented by the Senior Notes issued on the Issue Date (or any Senior Notes
issued in respect thereof or in exchange therefor) and the Notes (other than
any Additional Notes), any Indebtedness (other than the Indebtedness described
in clause (ii) above) outstanding on the Issue Date and any Refinancing
Indebtedness Incurred in respect of any Indebtedness described in this clause
(iii) or paragraph (a) above;


 


(iv)          Purchase Money
Obligations and Capitalized Lease Obligations, and any Refinancing Indebtedness
with respect thereto;


 


(v)           Indebtedness
consisting of (x)
accommodation guarantees for the benefit of trade creditors of the Company or
any of its Restricted Subsidiaries, (y) Guarantees
in connection with the construction or improvement of all or any portion of a
Public Facility to be used by the Company or any Restricted Subsidiary or (z) Guarantees required (in the good faith determination of
the Company) in connection with Vehicle Rental Concession Rights;


 


(vi)          (A) Guarantees by the Company or any Restricted
Subsidiary of Indebtedness or any other obligation or liability of the Company
or any Restricted Subsidiary (other than any Indebtedness Incurred by the
Company or such Restricted Subsidiary, as the case may be, in violation of this
Section 407), or (B) without
limiting Section 413, Indebtedness of the Company or any Restricted
Subsidiary arising by reason of any Lien granted by or applicable to such Person
securing Indebtedness of the Company or any Restricted Subsidiary (other than
any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the
case may be, in violation of this Section 407);


 


(vii)         Indebtedness of the
Company or any Restricted Subsidiary (A) arising
from the honoring of a check, draft or similar instrument of such Person drawn
against


 


70

















 


insufficient
funds, provided that such Indebtedness is extinguished within five Business
Days of its Incurrence, or (B) consisting
of guarantees, indemnities, obligations in respect of earnouts or other
purchase price adjustments, or similar obligations, Incurred in connection with
the acquisition or disposition of any business, assets or Person;


 


(viii)        Indebtedness of the
Company or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other
similar instruments or obligations issued, or relating to liabilities or
obligations incurred, in the ordinary course of business (including those
issued to governmental entities in connection with self-insurance under
applicable workers’ compensation statutes), or (B) completion guarantees, surety, judgment, appeal or
performance bonds, or other similar bonds, instruments or obligations,
provided, or relating to liabilities or obligations incurred, in the ordinary
course of business, or (C) Hedging
Obligations, entered into for bona fide hedging purposes, or (D) Management Guarantees, or (E)
the financing of insurance premiums in the ordinary course of business, or (F) netting, overdraft protection and other arrangements
arising under standard business terms of any bank at which the Company or any
Restricted Subsidiary maintains an overdraft, cash pooling or other similar
facility or arrangement;


 


(ix)           Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all
or part of the assets disposed of in, or otherwise Incurred in connection with,
a Financing Disposition or (B) otherwise
Incurred in connection with a Special Purpose Financing; provided
that (1) such Indebtedness is not recourse to
the Company or any Restricted Subsidiary that is not a Special Purpose
Subsidiary (other than with respect to Special Purpose Financing Undertakings),
(2) in the event such Indebtedness shall
become recourse to the Company or any Restricted Subsidiary that is not a
Special Purpose Subsidiary (other than with respect to Special Purpose
Financing Undertakings), such Indebtedness will be deemed to be, and must be
classified by the Company as, Incurred at such time (or at the time initially
Incurred) under one or more of the other provisions of this covenant for so
long as such Indebtedness shall be so recourse; and (3) in
the event that at any time thereafter such Indebtedness shall comply with the
provisions of the preceding subclause (1), the Company may classify such
Indebtedness in whole or in part as Incurred under this Section 407(b)(ix);


 


(x)            Indebtedness of any
Person that is assumed by the Company or any Restricted Subsidiary in
connection with its acquisition of assets from such Person or any Affiliate
thereof or is issued and outstanding on or prior to the date on which such
Person was acquired by the Company or any Restricted Subsidiary or merged or
consolidated with or into any Restricted Subsidiary (other than Indebtedness
Incurred to finance, or otherwise Incurred in connection with, such
acquisition), provided that
on the date of such acquisition, merger or consolidation, after giving effect
thereto, the Company could Incur at least $1.00 of additional Indebtedness
pursuant to paragraph (a) above; and any Refinancing Indebtedness with respect
to any such Indebtedness;


 


71

















 


(xi)           Indebtedness of the
Company or any Restricted Subsidiary in an aggregate principal amount at any
time outstanding not exceeding an amount equal to (A) the greater of (x) $2,900.0
million and (y) an amount equal to (1) the Foreign Borrowing Base less (2)
the aggregate principal amount of Indebtedness Incurred by Special Purpose
Subsidiaries that are Foreign Subsidiaries and then outstanding pursuant to
clause (ix) of this paragraph (b) plus (B) in the
event of any refinancing of any Indebtedness Incurred under this clause (xi),
the aggregate amount of fees, underwriting discounts, premiums and other costs
and expenses incurred in connection with such refinancing;


 


(xii)          Contribution
Indebtedness; and


 


(xiii)         Indebtedness of the
Company or any Restricted Subsidiary in an aggregate principal amount at any
time outstanding not exceeding an amount equal to 3.25% of Consolidated
Tangible Assets.


 


(c)           For
purposes of determining compliance with, and the outstanding principal amount
of any particular Indebtedness Incurred pursuant to and in compliance with, this
Section 407, (i) any
other obligation of the obligor on such Indebtedness (or of any other Person
who could have Incurred such Indebtedness under this Section 407)
arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or
other similar instrument or obligation supporting such Indebtedness shall be
disregarded to the extent that such Guarantee, Lien or letter of credit,
bankers’ acceptance or other similar instrument or obligation secures the
principal amount of such Indebtedness; (ii) in
the event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in paragraph (b) above, the Company, in its sole
discretion, shall classify such item of Indebtedness and may include the amount
and type of such Indebtedness in one or more of such clauses (including in part
under one such clause and in part under another such clause); and (iii) the amount of Indebtedness
issued at a price that is less than the principal amount thereof shall be equal
to the amount of the liability in respect thereof determined in accordance with
GAAP.


 


(d)           For
purposes of determining compliance with any Dollar-denominated restriction on
the Incurrence of Indebtedness denominated in a foreign currency, the
Dollar-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness,
provided that (x) the Dollar-equivalent principal
amount of any such Indebtedness outstanding on the Issue Date shall be
calculated based on the relevant currency exchange rate in effect on the Issue
Date, (y) if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency (or in a different currency from such Indebtedness so being
Incurred), and such refinancing would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such refinancing, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of
such refinancing Indebtedness does not exceed (i) the
outstanding or committed principal amount (whichever is higher) of such
Indebtedness being


 


72

















 


refinanced plus (ii) the
aggregate amount of fees, underwriting discounts, premiums and other costs and
expenses incurred in connection with such refinancing and (z) the Dollar-equivalent principal
amount of Indebtedness denominated in a foreign currency and Incurred pursuant
to a Senior Credit Facility shall be calculated based on the relevant currency
exchange rate in effect on, at the Company’s option, (i) the Issue Date, (ii) any date on which any of the
respective commitments under such Senior Credit Facility shall be reallocated
between or among facilities or subfacilities thereunder, or on which such rate
is otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. The
principal amount of any Indebtedness Incurred to refinance other Indebtedness,
if Incurred in a different currency from the Indebtedness being refinanced,
shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in
effect on the date of such refinancing.


 


Section 408.           Limitation on Layering.  The Company will not Incur any Indebtedness
that is expressly subordinated in right of payment to any Senior Indebtedness
of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in
right of payment to, the Company’s Indebtedness with respect to the Notes. The
Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that
is expressly subordinated in right of payment to any Senior Indebtedness of
such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary
Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to
such Subsidiary Guarantee. Indebtedness that is unsecured or secured by a
junior Lien is not deemed to be subordinate or junior to secured Indebtedness
merely because it is unsecured or secured by a junior Lien, and Indebtedness
that is not guaranteed by a particular Person is not deemed to be subordinate
or junior to Indebtedness that is so guaranteed merely because it is not so
guaranteed.


 


Section 409.           Limitation on Restricted Payments.  (a) 
The Company shall not, and shall not permit any Restricted Subsidiary,
directly or indirectly, to (i)
declare or pay any dividend or make any distribution on or in respect of its
Capital Stock (including any such payment in connection with any merger or
consolidation to which the Company is a party) except (x) dividends
or distributions payable solely in its Capital Stock (other than Disqualified
Stock) and (y) dividends or distributions payable to
the Company or any Restricted Subsidiary (and, in the case of any such
Restricted Subsidiary making such dividend or distribution, to other holders of
its Capital Stock on no more than a pro rata basis,
measured by value), (ii) purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company
held by Persons other than the Company or a Restricted Subsidiary (other than
any acquisition of Capital Stock deemed to occur upon the exercise of options
if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily purchase, repurchase, redeem, defease or
otherwise voluntarily acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Subordinated
Obligations (other than a purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of such acquisition or retirement) or (iv) make any Investment (other


 


73

















 


than a Permitted Investment) in any Person (any such dividend,
distribution, purchase, repurchase, redemption, defeasance, other acquisition
or retirement or Investment being herein referred to as a “Restricted
Payment”), if at the time the Company or such Restricted Subsidiary makes
such Restricted Payment and after giving effect thereto:


 


(1)   a Default shall have
occurred and be continuing (or would result therefrom);


 


(2)   the Company could not Incur
at least an additional $1.00 of Indebtedness pursuant to Section 407
(a); or


 


(3)   the aggregate amount of such
Restricted Payment and all other Restricted Payments (the amount so expended,
if other than in cash, to be as determined in good faith by the Board of
Directors, whose determination shall be conclusive and evidenced by a
resolution of the Board of Directors) declared or made subsequent to the Issue
Date and then outstanding would exceed, without duplication, the sum of:


 


(A)          50% of the
Consolidated Net Income accrued during the period (treated as one accounting
period) beginning on October 1, 2005 to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment for which
consolidated financial statements of the Company are available (or, in case
such Consolidated Net Income shall be a negative number, 100% of such negative
number);


 


(B)           the
aggregate Net Cash Proceeds and the fair value (as determined in good faith by
the Board of Directors) of property or assets received (x) by the Company as capital
contributions to the Company after the Issue Date or from the issuance or sale
(other than to a Restricted Subsidiary) of its Capital Stock (other than
Disqualified Stock) after the Issue Date (other than Excluded Contributions and
Contribution Amounts) or (y) by
the Company or any Restricted Subsidiary from the issuance and sale by the
Company or any Restricted Subsidiary after the Issue Date of Indebtedness that
shall have been converted into or exchanged for Capital Stock of the Company or
any Parent (other than Disqualified Stock), plus the amount of any cash and the
fair value (as determined in good faith by the Board of Directors) of any
property or assets, received by the Company or any Restricted Subsidiary upon
such conversion or exchange;


 


(C)           the
aggregate amount equal to the net reduction in Investments in Unrestricted
Subsidiaries resulting from (i) dividends,
distributions, interest payments, return of capital, repayments of Investments
or other transfers of assets to the Company or any Restricted Subsidiary from
any Unrestricted Subsidiary, including dividends or other distributions related
to dividends or other distributions made pursuant to clause (x) of the
following paragraph (b), or (ii) the
redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued
in each case as provided in the definition of “Investment”), not to
exceed in the case of any such Unrestricted Subsidiary the aggregate amount of
Investments (other


 


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than Permitted Investments) made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary after the Issue Date; and


 


(D)          in
the case of any disposition or repayment of any Investment constituting a
Restricted Payment (without duplication of any amount deducted in calculating
the amount of Investments at any time outstanding included in the amount of
Restricted Payments), an amount in the aggregate equal to the lesser of the
return of capital, repayment or other proceeds with respect to all such
Investments received by the Company or a Restricted Subsidiary and the initial
amount of all such Investments constituting Restricted Payments.


 


(b)           The
provisions of Section 409(a) will not prohibit any of the following
(each, a “Permitted Payment”):


 


(i)            any purchase,
redemption, repurchase, defeasance or other acquisition or retirement of
Capital Stock of the Company or Subordinated Obligations made by exchange
(including any such exchange pursuant to the exercise of a conversion right or
privilege in connection with which cash is paid in lieu of the issuance of
fractional shares) for, or out of the proceeds of the substantially concurrent
issuance or sale of, Capital Stock of the Company (other than Disqualified
Stock and other than Capital Stock issued or sold to a Subsidiary) or a
substantially concurrent capital contribution to the Company, in each case
other than Excluded Contributions and Contribution Amounts; provided, that the Net Cash Proceeds from such issuance,
sale or capital contribution shall be excluded in subsequent calculations under
Section 409(a)(3)(B);


 


(ii)           any purchase,
redemption, repurchase, defeasance or other acquisition or retirement of
Subordinated Obligations (w)
made by exchange for, or out of the proceeds of the substantially concurrent
issuance or sale of, Indebtedness of the Company or Refinancing Indebtedness
Incurred in compliance with Section 407, (x) from
Net Available Cash to the extent permitted by Section 411, (y) following the occurrence of a Change of Control (or
other similar event described therein as a “change of control”), but
only if the Company shall have complied with Section 415 and, if
required, purchased all Notes tendered pursuant to the offer to repurchase all
the Notes required thereby, prior to purchasing or repaying such Subordinated
Obligations or (z) constituting Acquired
Indebtedness;


 


(iii)          dividends paid
within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with Section 409(a);


 


(iv)          Investments or other
Restricted Payments in an aggregate amount outstanding at any time not to
exceed the amount of Excluded Contributions;


 


(v)           loans, advances,
dividends or distributions by the Company to any Parent to permit any Parent to
repurchase or otherwise acquire its Capital Stock (including any options,
warrants or other rights in respect thereof), or payments by the Company to


 


75

















 


repurchase or
otherwise acquire Capital Stock of any Parent or the Company (including any
options, warrants or other rights in respect thereof), in each case from
Management Investors, such payments, loans, advances, dividends or distributions
not to exceed an amount (net of repayments of any such loans or advances) equal
to (x)(1) $20.0 million, plus (2) $5.0 million multiplied by the
number of calendar years that have commenced since the Issue Date, plus (y) the Net Cash Proceeds received by the Company since
the Issue Date from, or as a capital contribution from, the issuance or sale to
Management Investors of Capital Stock (including any options, warrants or other
rights in respect thereof), to the extent such Net Cash Proceeds are not
included in any calculation under Section 409(a)(3)(B)(x), plus (z) the cash proceeds of key man life insurance policies
received by the Company or any Restricted Subsidiary (or by any Parent and
contributed to the Company) since the Issue Date to the extent such cash
proceeds are not included in any calculation under Section 409(a)(3)(A);


 


(vi)          the payment by the
Company of, or loans, advances, dividends or distributions by the Company to
any Parent to pay, dividends on the common stock or equity of the Company or
any Parent following a public offering of such common stock or equity in an
amount not to exceed in any fiscal year 6% of the aggregate gross proceeds
received by the Company (whether directly, or indirectly through a contribution
to common equity capital) in or from such public offering;


 


(vii)         Restricted Payments
(including loans or advances) in an aggregate amount outstanding at any time
not to exceed an amount (net of repayments of any such loans or advances) equal
to 1.0% of Consolidated Tangible Assets;


 


(viii)        loans, advances,
dividends or distributions to any Parent or other payments by the Company or
any Restricted Subsidiary (A) to
satisfy or permit any Parent to satisfy obligations under the Management
Agreements, (B) pursuant to
the Tax Sharing Agreement, or (C) to
pay or permit any Parent to pay any Parent Expenses or any Related Taxes;


 


(ix)           payments by the
Company, or loans, advances, dividends or distributions by the Company to any
Parent to make payments, to holders of Capital Stock of the Company or any
Parent in lieu of issuance of fractional shares of such Capital Stock, not to
exceed $5.0 million in the aggregate outstanding at any time;


 


(x)            dividends or other
distributions of Capital Stock, Indebtedness or other securities of Unrestricted
Subsidiaries;


 


(xi)           any Restricted
Payment pursuant to or in connection with the Transactions; and


 


(xii)          the declaration and
payment of dividends to holders of any class or series of Disqualified Stock,
or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance
with the terms of the covenant described under Section 407 above;


 


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provided, that (A) in the case of clauses (iii), (vi), (vii) and (ix),
the net amount of any such Permitted Payment shall be included in subsequent
calculations of the amount of Restricted Payments, (B) in
the case of clause (v), at the time of any calculation of the amount of
Restricted Payments, the net amount of Permitted Payments that have then actually
been made under clause (v) that is in excess of 50% of the total amount of
Permitted Payments then permitted under clause (v) shall be included in such
calculation of the amount of Restricted Payments, (C) in
all cases other than pursuant to clauses (A) and (B) immediately above, the net
amount of any such Permitted Payment shall be excluded in subsequent
calculations of the amount of Restricted Payments and (D) solely
with respect to clause (vii), no Default or Event of Default shall have
occurred or be continuing at the time of any such Permitted Payment after
giving effect thereto.


 


Section 410.           Limitation on Restrictions on
Distributions from Restricted Subsidiaries. 
The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligations
owed to the Company, (ii) make
any loans or advances to the Company or (iii) transfer
any of its property or assets to the Company (provided
that dividend or liquidation priority between classes of Capital Stock, or
subordination of any obligation (including the application of any remedy bars
thereto) to any other obligation, will not be deemed to constitute such an
encumbrance or restriction), except any encumbrance or restriction:


 


(1)   pursuant to an agreement or
instrument in effect at or entered into on the Issue Date, any Credit Facility,
the Senior Indenture, this Indenture, the Senior Notes or the Notes;


 


(2)   pursuant to any agreement or
instrument of a Person, or relating to Indebtedness or Capital Stock of a
Person, which Person is acquired by or merged or consolidated with or into the
Company or any Restricted Subsidiary, or which agreement or instrument is
assumed by the Company or any Restricted Subsidiary in connection with an
acquisition of assets from such Person, as in effect at the time of such acquisition,
merger or consolidation (except to the extent that such Indebtedness was
incurred to finance, or otherwise in connection with, such acquisition, merger
or consolidation); provided that
for purposes of this clause (2), if a Person other than the Company is the
Successor Company with respect thereto, any Subsidiary thereof or agreement or
instrument of such Person or any such Subsidiary shall be deemed acquired or
assumed, as the case may be, by the Company or a Restricted Subsidiary, as the
case may be, when such Person becomes such Successor Company;


 


(3)   pursuant to an agreement or
instrument (a “Refinancing Agreement”) effecting a refinancing of
Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds,
refinances or replaces, an agreement or instrument referred to in clause (1) or
(2) of this Section 410 or this clause (3) (an “Initial Agreement”)
or contained in any amendment, supplement or other modification to an Initial
Agreement


 


77

















 


(an ”Amendment”);
provided, however, that the encumbrances and
restrictions contained in any such Refinancing Agreement or Amendment taken as
a whole are not materially less favorable to the Holders of the Notes than
encumbrances and restrictions contained in the Initial Agreement or Initial
Agreements to which such Refinancing Agreement or Amendment relates (as
determined in good faith by the Company);


 


(4)   (A) that restricts in a customary manner the subletting,
assignment or transfer of any property or asset that is subject to a lease,
license or similar contract, or the assignment or transfer of any lease,
license or other contract, (B) by
virtue of any transfer of, agreement to transfer, option or right with respect
to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or
other security agreements securing Indebtedness of a Restricted Subsidiary to
the extent restricting the transfer of the property or assets subject thereto,
(D) pursuant to customary
provisions restricting dispositions of real property interests set forth in any
reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations
that impose encumbrances or restrictions on the property or assets so acquired,
(F) on cash or other
deposits or net worth imposed by customers or suppliers under agreements
entered into in the ordinary course of business, (G) pursuant to customary provisions contained in
agreements and instruments entered into in the ordinary course of business
(including but not limited to leases and joint venture and other similar
agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the
ordinary course of business and does not detract from the value of property or
assets of the Company or any Restricted Subsidiary in any manner material to
the Company or such Restricted Subsidiary, (I) pursuant
to Hedging Obligations or (J) in
connection with or relating to any Vehicle Rental Concession Right;


 


(5)   with respect to a Restricted
Subsidiary (or any of its property or assets) imposed pursuant to an agreement
entered into for the direct or indirect sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary (or
the property or assets that are subject to such restriction) pending the
closing of such sale or disposition;


 


(6)   by reason of any applicable
law, rule, regulation or order, or required by any regulatory authority having
jurisdiction over the Company or any Restricted Subsidiary or any of their
businesses; or


 


(7)   pursuant to an agreement or
instrument (A) relating to
any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant
to the provisions of Section 407 
(i) if the
encumbrances and restrictions contained in any such agreement or instrument
taken as a whole are not materially less favorable to the Holders of the Notes
than the encumbrances and restrictions contained in the Initial Agreements (as
determined in good faith by the Company), or (ii) if
such encumbrance or restriction is not materially more disadvantageous to the
Holders of the Notes than is customary in


 


78

















 


comparable
financings (as determined in good faith by the Company) and either (x) the Company determines in good
faith that such encumbrance or restriction will not materially affect the
Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction
applies only if a default occurs in respect of a payment or financial covenant
relating to such Indebtedness, (B) relating
to any sale of receivables by a Foreign Subsidiary or (C) relating to Indebtedness of or a
Financing Disposition by or to or in favor of any Special Purpose Entity.


 


Section 411.           Limitation on Sales of Assets and
Subsidiary Stock.  (a)  The
Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless


 


(i)            the
Company or such Restricted Subsidiary receives consideration (including by way
of relief from, or by any other Person assuming responsibility for, any
liabilities, contingent or otherwise) at the time of such Asset Disposition at
least equal to the fair market value of the shares and assets subject to such
Asset Disposition, as such fair market value may be determined (and shall be
determined, to the extent such Asset Disposition or any series of related Asset
Dispositions involves aggregate consideration in excess of $25.0 million) in
good faith by the Board of Directors, whose determination shall be conclusive
(including as to the value of all noncash consideration),


 


(ii)           in
the case of any Asset Disposition (or series of related Asset Dispositions)
having a fair market value of $25.0 million or more, at least 75% of the
consideration therefor (excluding, in the case of an Asset Disposition (or
series of related Asset Dispositions), any consideration by way of relief from,
or by any other Person assuming responsibility for, any liabilities, contingent
or otherwise, that are not Indebtedness) received by the Company or such
Restricted Subsidiary is in the form of cash, and


 


(iii)          an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or any Restricted Subsidiary, as the case may be) as
follows:


 


(A)          first, either (x) to the extent the Company elects (or is required by
the terms of any Bank Indebtedness, any Senior Indebtedness of the Company or
any Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is
not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness
or (in the case of letters of credit, bankers’ acceptances or other similar
instruments) cash collateralize any such Indebtedness (in each case other than
Indebtedness owed to the Company or a Restricted Subsidiary) within 365 days
after the later of the date of such Asset Disposition and the date of receipt
of such Net Available Cash, or (y) to
the extent the Company or such Restricted Subsidiary elects, to invest in
Additional Assets (including by means of an investment in Additional Assets by
a Restricted Subsidiary with an amount equal to Net Available Cash received by
the Company or another Restricted Subsidiary) within 365 days from the later of
the date of such Asset Disposition and the date


 


79

















 


of receipt of
such Net Available Cash, or, if such investment in Additional Assets is a
project authorized by the Board of Directors that will take longer than such
365 days to complete, the period of time necessary to complete such project;


 


(B)           second, to the extent of the balance of
such Net Available Cash after application in accordance with clause (A) above
(such balance, the “Excess Proceeds”), to make an offer to purchase
Notes and (to the extent the Company or such Restricted Subsidiary elects, or
is required by the terms thereof) to purchase, redeem or repay any other Senior
Subordinated Indebtedness of the Company or a Restricted Subsidiary, pursuant
and subject to Section 411(b) and Section 411(c) and the
agreements governing such other Indebtedness; and


 


(C)           third, to the extent of the balance of
such Net Available Cash after application in accordance with clauses (A) and
(B) above, to fund (to the extent consistent with any other applicable
provision of this Indenture) any general corporate purpose (including but not
limited to the repurchase, repayment or other acquisition or retirement of any Subordinated
Obligations);


 


provided, however, that in connection with any
prepayment, repayment or purchase of Indebtedness pursuant to clause (A)(x) or
(B) above, the Company or such Restricted Subsidiary will retire such
Indebtedness and will cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased.


 


Notwithstanding the foregoing provisions of
this Section 411, the Company and the Restricted Subsidiaries shall not
be required to apply any Net Available Cash or equivalent amount in accordance
with this Section 411 except to the extent that the aggregate Net
Available Cash from all Asset Dispositions or equivalent amount that is not
applied in accordance with this Section 411 exceeds $50.0 million. If
the aggregate principal amount of Notes or other Indebtedness of the Company or
a Restricted Subsidiary validly tendered and not withdrawn (or otherwise
subject to purchase, redemption or repayment) in connection with an offer
pursuant to clause (B) above exceeds the Excess Proceeds, the Excess Proceeds
will be apportioned between such Notes and such other Indebtedness of the
Company or a Restricted Subsidiary, with the portion of the Excess Proceeds
payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount
multiplied by a fraction, the numerator of which is the outstanding principal
amount of such Notes and the denominator of which is the sum of the outstanding
principal amount of the Notes and the outstanding principal amount of the
relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of
Notes validly tendered and not withdrawn.


 


For the purposes of clause (ii) of paragraph
(a) above, the following are deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of
the Company (other than Disqualified Stock of the Company) or any Restricted
Subsidiary and the release of the Company or such Restricted Subsidiary from
all liability on payment of the principal amount of such Indebtedness in
connection with such Asset Disposition, (3) Indebtedness
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a
result


 


80

















 


of such Asset Disposition, to the extent that
the Company and each other Restricted Subsidiary are released from any
Guarantee of payment of the principal amount of such Indebtedness in connection
with such Asset Disposition, (4) securities
received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary into cash within 180
days, (5) consideration
consisting of Indebtedness of the Company or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash
Consideration received by the Company or any of its Restricted Subsidiaries in
an Asset Disposition having an aggregate Fair Market Value, taken together with
all other Designated Noncash Consideration received pursuant to this clause,
not to exceed an aggregate amount at any time outstanding equal to 1.25% of
Consolidated Tangible Assets (with the Fair Market Value of each item of
Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value).


 


(b)           In
the event of an Asset Disposition that requires the purchase of Notes pursuant
to Section 411(a)(iii)(B), the Company will be required to purchase
Notes tendered pursuant to an offer by the Company for the Notes (the “Offer”)
at a purchase price of 100% of their principal amount plus accrued and unpaid
interest to the Purchase Date in accordance with the procedures (including
prorating in the event of oversubscription) set forth in Section 411(c).
If the aggregate purchase price of the Notes tendered pursuant to the Offer is
less than the Net Available Cash allotted to the purchase of Notes, the
remaining Net Available Cash will be available to the Company for use in
accordance with Section 411(a)(iii)(B) (to repay other Indebtedness of
the Company or a Restricted Subsidiary) or Section 411(a)(iii)(C). The
Company shall not be required to make an Offer for Notes pursuant to this Section
411 if the Net Available Cash available therefor (after application of the
proceeds as provided Section 411(a)(iii)(A)) is less than $50.0 million
for any particular Asset Disposition (which lesser amounts shall be carried
forward for purposes of determining whether an Offer is required with respect
to the Net Available Cash from any subsequent Asset Disposition).  No Note will be repurchased in part if less
than $2,000 in original principal amount of such Note would be left
outstanding.


 


(c)           The
Company shall, not later than 45 days after the Company becomes obligated to
make an Offer pursuant to this Section 411, mail a notice to each Holder
with a copy to the Trustee stating:  (1) that an Asset Disposition that requires
the purchase of a portion of the Notes has occurred and that such Holder has
the right (subject to the prorating described below) to require the Company to
purchase a portion of such Holder’s Notes at a purchase price in cash equal to
100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase (subject to Section
307); (2) the circumstances
and relevant facts and financial information regarding such Asset Disposition;
(3) the repurchase date (which
shall be no earlier than 30 days nor later than 60 days from the date such
notice is mailed; (4) the
instructions determined by the Company, consistent with this Section 411,
that a Holder must follow in order to have its Notes purchased; and (5) the amount of the Offer.  If, upon the expiration of the period for
which the Offer remains open, the aggregate principal amount of Notes
surrendered by Holder exceeds the amount of the Offer, the Company shall select
the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Company so
that


 


81

















 


only Notes in denominations of $2,000 or integral multiples of $1,000
in excess thereof shall be purchased).


 


(d)           The
Company will comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Notes pursuant to this Section 411. To
the extent that the provisions of any securities laws or regulations conflict
with provisions of this Section 411, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 411 by virtue thereof.


 


Section 412.           Limitation on Transactions with
Affiliates.  (a)  The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any Affiliate of the Company (an ”Affiliate Transaction”)
unless (i) the
terms of such Affiliate Transaction are not materially less favorable to the
Company or such Restricted Subsidiary, as the case may be, than those that
could be obtained at the time in a transaction with a Person who is not such an
Affiliate and (ii) if such Affiliate
Transaction involves aggregate consideration in excess of $50.0 million, the
terms of such Affiliate Transaction have been approved by a majority of the
Disinterested Directors. For purposes of this Section 412(a), any
Affiliate Transaction shall be deemed to have satisfied the requirements set
forth in this Section 412(a) if (x) such
Affiliate Transaction is approved by a majority of the Disinterested Directors
or (y) in the event there are no Disinterested
Directors, a fairness opinion is provided by a nationally recognized appraisal
or investment banking firm with respect to such Affiliate Transaction.


 


(b)           The
provisions of Section 412(a) will not apply to:


 


(i)            any Restricted Payment Transaction,


 


(ii)           (1) the entering into, maintaining or performance of any
employment contract, collective bargaining agreement, benefit plan, program or
arrangement, related trust agreement or any other similar arrangement for or
with any employee, officer or director heretofore or hereafter entered into in
the ordinary course of business, including vacation, health, insurance,
deferred compensation, severance, retirement, savings or other similar plans,
programs or arrangements, (2) the
payment of compensation, performance of indemnification or contribution
obligations, or any issuance, grant or award of stock, options, other
equity-related interests or other securities, to employees, officers or
directors in the ordinary course of business, (3) the
payment of reasonable fees to directors of the Company or any of its
Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the
ordinary course of business not involving more than $100,000 in any one case,
or (5) Management Advances and payments
in respect thereof (or in reimbursement of any expenses referred to in the
definition of such term),


 


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(iii)          any transaction with the Company, any
Restricted Subsidiary, or any Special Purpose Entity,


 


(iv)          any transaction arising out of
agreements or instruments in existence on the Issue Date (other than any Tax
Sharing Agreement or Management Agreement referred to in Section 412(b)(vii),
and any payments made pursuant thereto,


 


(v)           any transaction in the ordinary
course of business on terms not materially less favorable to the Company or the
relevant Restricted Subsidiary than those that could be obtained at the time in
a transaction with a Person who is not an Affiliate of the Company,


 


(vi)          any transaction in the ordinary course
of business, or approved by a majority of the Board of Directors, between the
Company or any Restricted Subsidiary and any Affiliate of the Company
controlled by the Company that is a joint venture or similar entity,


 


(vii)         the execution, delivery and performance
of any Tax Sharing Agreement and any Management Agreements, including (1) payment to CDR, Carlyle or ML or any of their respective
Affiliates of fees of up to $75.0 million in the aggregate, plus out-of-pocket
expenses, in connection with the Transactions, and (2)
payment to CDR, Carlyle or ML or any of their respective Affiliates of fees of
up to $7.5 million in the aggregate in any fiscal year, and fees in connection
with any acquisition, disposition, merger, recapitalization or similar
transaction as provided in any such Management Agreement, plus all
out-of-pocket expenses incurred by CDR, Carlyle or ML or any such Affiliate in
connection with its performance of management consulting, monitoring, financial
advisory or other services with respect to the Company and its Restricted
Subsidiaries,


 


(viii)        the Transactions, all transactions in
connection therewith (including but not limited to the financing thereof), and
all fees and expenses paid or payable in connection with the Transactions, and


 


(ix)           any issuance or sale of Capital Stock
(other than Disqualified Stock) of the Company or capital contribution to the
Company.


 


Section 413.           Limitation on Liens.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or permit to exist
any Lien (other than Permitted Liens) on any of its property or assets
(including Capital Stock of any other Person), whether owned on the date of this
Indenture or thereafter acquired, securing any Indebtedness of the Company or
any Subsidiary Guarantor that by its terms is expressly subordinated in right
of payment to or ranks pari
passu in right of payment
with the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee thereof
(the ”Initial Lien”), unless contemporaneously therewith
effective provision is made to secure the Indebtedness due under this Indenture
and the Notes or, in respect of Liens on any Restricted Subsidiary’s property
or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and
ratably with (or on a senior basis to, in the


 


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case of Subordinated Obligations or Guarantor Subordinated Obligations)
such obligation for so long as such obligation is so secured by such Initial
Lien. Any such Lien thereby created in favor of the Notes or any such
Subsidiary Guarantee will be automatically and unconditionally released and
discharged upon (i) the release and discharge
of the Initial Lien to which it relates, (ii) in
the case of any such Lien in favor of any such Subsidiary Guarantee, upon the
termination and discharge of such Subsidiary Guarantee in accordance with the
terms of Section 1303 or (iii) any
sale, exchange or transfer (other than a transfer constituting a transfer of
all or substantially all of the assets of the Company that is governed by Section
501) to any Person not an Affiliate of the Company of the property or
assets secured by such Initial Lien, or of all of the Capital Stock held by the
Company or any Restricted Subsidiary in, or all or substantially all the assets
of, any Restricted Subsidiary creating such Initial Lien.


 


Section 414.           Future Subsidiary Guarantors.  From and after the Issue Date, the Company
will cause each Domestic Subsidiary that guarantees payment by the Company of
any Indebtedness of the Company under the Senior Credit Facilities to execute
and deliver to the Trustee a supplemental indenture or other instrument
pursuant to which such Domestic Subsidiary will guarantee payment of the Notes,
whereupon such Domestic Subsidiary will become a Subsidiary Guarantor for all
purposes under this Indenture. In addition, the Company may cause any
Subsidiary that is not a Subsidiary Guarantor so to guarantee payment of the
Notes and become a Subsidiary Guarantor.


 


Section 415.           Purchase of Notes Upon a Change in
Control.  (a) 
Upon the occurrence after the Issue Date of a Change of Control, each
Holder of Notes will have the right to require the Company to repurchase all or
any part of such Notes at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to Section 307); provided, however, that
the Company shall not be obligated to repurchase Notes pursuant to this Section
415 in the event that it has exercised its right to redeem all of the Notes
as provided in Article X.


 


(b)   In the event that, at the time of such Change of Control, the
terms of any Bank Indebtedness constituting Designated Senior Indebtedness
restrict or prohibit the repurchase of the Notes pursuant to this Section
415, then prior to the mailing of the notice to Holders provided for in Section
415(c) but in any event not later than 30 days following the date the
Company obtains actual knowledge of any Change of Control (unless the Company
has exercised its right to redeem all the Notes as provided in Article X),
the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay in full all such Bank
Indebtedness subject to such terms or offer to repay in full all such Bank
Indebtedness and repay the Bank Indebtedness of each lender who has accepted
such offer or (ii) obtain
the requisite consent under the agreements governing such Bank Indebtedness to
permit the repurchase of the Notes as provided for in Section 415(c).
The Company shall first comply with the provisions of the immediately preceding
sentence before it shall be required to repurchase Notes pursuant to the
provisions set forth in this Section 415. The Company’s failure to
comply with the provisions of this Section 415(b) or Section 415(c)
shall constitute an Event of Default described in Section 601(iv) and
not in Section 601(ii).


 


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(c)   Unless
the Company has exercised its right to redeem all the Notes as described in
Article X, the Company shall, not later than 30 days following the date
the Company obtains actual knowledge of any Change of Control having occurred,
mail a notice (a “Change of Control Offer”) to each Holder with a copy
to the Trustee stating: (1) that
a Change of Control has occurred or may occur and that such Holder has, or upon
such occurrence will have, the right to require the Company to purchase such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on a record date to receive interest
on the relevant interest payment date); (2) the
circumstances and relevant facts and financial information regarding such
Change of Control; (3) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); (4) the
instructions determined by the Company, consistent with this Section 415,
that a Holder must follow in order to have its Notes purchased; and (5) if such notice is mailed prior to
the occurrence of a Change of Control, that such offer is conditioned on the
occurrence of such Change of Control.  No
Note will be repurchased in part if less than $2,000 in original principal
amount of such Note would be left outstanding.


 


(d)   The
Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.


 


(e)   The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this Section
415. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 415, the Company
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 415 by virtue
thereof.


 


ARTICLE V


 


SUCCESSORS


 


Section 501.           When the
Company May Merge, etc.  (a) The
Company will not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets to, any Person, unless:


 


(i)            the
resulting, surviving or transferee Person (the “Successor Company”) will
be a Person organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia and the Successor
Company (if not the Company) will expressly assume all the obligations of the
Company under the Notes and this Indenture by executing and delivering to the
Trustee a supplemental indenture or one or more other documents or instruments
in form reasonably satisfactory to the Trustee;


 


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(ii)           immediately
after giving effect to such transaction (and treating any Indebtedness that
becomes an obligation of the Successor Company or any Restricted Subsidiary as
a result of such transaction as having been Incurred by the Successor Company
or such Restricted Subsidiary at the time of such transaction), no Default will
have occurred and be continuing;


 


(iii)          immediately after giving effect to
such transaction, either (A) the
Successor Company could Incur at least $1.00 of additional Indebtedness
pursuant to Section 407(a), or (B) the
Consolidated Coverage Ratio of the Company (or, if applicable, the Successor
Company with respect thereto) would equal or exceed the Consolidated Coverage
Ratio of the Company immediately prior to giving effect to such transaction;


 


(iv)          each
Subsidiary Guarantor (other than (x) any
Subsidiary Guarantor that will be released from its obligations under its
Subsidiary Guarantee in connection with such transaction and (y) any party to any such
consolidation or merger) shall have delivered a supplemental indenture or other
document or instrument in form reasonably satisfactory to the applicable
Trustee, confirming its Subsidiary Guarantee (other than any Subsidiary
Guarantee that will be discharged or terminated in connection with such
transaction); and


 


(v)           the
Company will have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger or
transfer complies with the provisions described in this paragraph, provided
that (x) in giving such
opinion such counsel may rely on an Officer’s Certificate as to compliance with
the foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be
required for a consolidation, merger or transfer described in Section 501(b).


 


Any Indebtedness that
becomes an obligation of the Company or any Restricted Subsidiary (or that is
deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted
Subsidiary) as a result of any such transaction undertaken in compliance with
this Section 501, and any Refinancing Indebtedness with respect thereto,
shall be deemed to have been Incurred in compliance with Section 407.


 


(b)           Clauses (ii) and
(iii) of Section 501(a) will not apply to any transaction in which (1) any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its assets to the
Company or (2) the Company
consolidates or merges with or into or transfers all or substantially all its
properties and assets to (x) an
Affiliate incorporated or organized for the purpose of reincorporating or
reorganizing the Company in another jurisdiction or changing its legal
structure to a corporation or other entity or (y) a
Restricted Subsidiary of the Company so long as all assets of the Company and
the Restricted Subsidiaries immediately prior to such transaction (other than
Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation
thereof. Section 501(a) will not apply to the Transactions.


 


Section 502.           Successor
Company Substituted.  Upon any
transaction involving the Company in accordance with Section 501 in
which the Company is not the Successor


 


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Company, the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, and thereafter the predecessor Company shall be relieved of all
obligations and covenants under this Indenture, except that the predecessor
Company in the case of a lease of all or substantially all its assets shall not
be released from the obligation to pay the principal of and interest on the
Notes.


 


ARTICLE VI


 


REMEDIES


 


Section 601.           Events of Default.  An “Event of Default” means the
occurrence of the following:


 


(i)            a
default in any payment of interest on any Note when due, whether or not such
payment shall be prohibited by Article XIV, continued for a period of 30
days;


 


(ii)           a
default in the payment of principal of any Note when due, whether at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
of acceleration or otherwise whether or not such payment shall be prohibited by
Article XIV;


 


(iii)          the
failure by the Company to comply with its obligations under Section 501(a);


 


(iv)          the
failure by the Company to comply for 30 days after the notice specified in the
penultimate paragraph of this Section 601 with any of its obligations
under Section 415 (other than a failure to purchase the Notes);


 


(v)           the
failure by the Company to comply for 60 days after the notice specified in the
penultimate paragraph of this Section 601 with its other agreements
contained in the Notes or this Indenture;


 


(vi)          the
failure by any Subsidiary Guarantor to comply for 45 days after the notice
specified in the penultimate paragraph of this Section 601 with its
obligations under its Subsidiary Guarantee;


 


(vii)         the
failure by the Company or any Restricted Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default, if the total
amount of such Indebtedness so unpaid or accelerated exceeds $75.0 million or
its foreign currency equivalent; provided,
that no Default or Event of Default will be deemed to occur with respect to any
such accelerated Indebtedness that is paid or otherwise acquired or retired
within 20 Business Days after such acceleration;


 


(viii)        the
taking of any of the following actions by the Company or a Significant
Subsidiary, or by each of such other Restricted Subsidiaries that are not
Significant Subsidiaries


 


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but would in the aggregate constitute a Significant Subsidiary if
considered as a single Person, pursuant to or within the meaning of any
Bankruptcy Law:


 


(A)  the commencement of a voluntary case;


 


(B)  the consent to the entry of an order for
relief against it in an involuntary case;


 


(C)  the consent to the appointment of a Custodian
of it or for any substantial part of its property; or


 


(D)  the making of a general assignment for the
benefit of its creditors;


 


(ix)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(A)  is for relief against the Company or any
Significant Subsidiary, or against each of such other Restricted Subsidiaries
that are not Significant Subsidiaries but would in the aggregate constitute a
Significant Subsidiary if considered as a single Person, in an involuntary
case;


 


(B)  appoints (x) a
Custodian of the Company or any Significant Subsidiary or for any substantial
part of its property, or (y) a
Custodian of each of such other Restricted Subsidiaries that are not
Significant Subsidiaries but would in the aggregate constitute a Significant
Subsidiary if considered as a single Person, or for any substantial part of
their property in the aggregate; or


 


(C)  orders the winding up or liquidation of the
Company or any Significant Subsidiary, or of each of such other Restricted
Subsidiaries that are not Significant Subsidiaries but would in the aggregate
constitute a Significant Subsidiary if considered as a single Person;


 


and the order or
decree remains unstayed and in effect for 60 days;


 


(x)            the
rendering of any judgment or decree for the payment of money in an amount (net
of any insurance or indemnity payments actually received in respect thereof
prior to or within 90 days from the entry thereof, or to be received in respect
thereof in the event any appeal thereof shall be unsuccessful) in excess of
$75.0 million or its foreign currency equivalent against the Company or a
Significant Subsidiary, or jointly and severally against other Restricted
Subsidiaries that are not Significant Subsidiaries but would in the aggregate
constitute a Significant Subsidiary if considered as a single Person, that is
not discharged, or bonded or insured by a third Person, if such judgment or
decree remains outstanding for a period of 90 days following such judgment or
decree and is not discharged, waived or stayed; or


 


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(xi)           the
failure of any Subsidiary Guarantee by a Subsidiary Guarantor that is a
Significant Subsidiary to be in full force and effect (except as contemplated
by the terms thereof or of this Indenture) or the denial or disaffirmation in
writing by any Subsidiary Guarantor that is a Significant Subsidiary of its
obligations under this Indenture or its Subsidiary Guarantee (other than by
reason of the termination of this Indenture or such Subsidiary Guarantee or the
release of such Subsidiary Guarantee in accordance with such Subsidiary
Guarantee and this Indenture), if such Default continues for 10 days.


 


The foregoing will
constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar Federal, state or
foreign law for the relief of debtors. 
The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.


 


However, a Default under
clause (iv), (v) or (vi) will not constitute an Event of Default until the
Trustee or the Holders of at least 30% in principal amount of the Outstanding
Notes notify the Company of the Default and the Company does not cure such
Default within the time specified in such clause after receipt of such
notice.  Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice
of Default.”  When a Default or an
Event of Default is cured, it ceases.


 


The Company shall deliver
to the Trustee, within 30 days after the occurrence thereof, written notice in
the form of an Officer’s Certificate of any Event of Default under clause (vii)
or (x) and any event that with the giving of notice or the lapse of time would
become an Event of Default under clause (iv), (v) or (vi), its status and what
action the Company is taking or proposes to take with respect thereto.


 


Section 602.           Acceleration of Maturity;
Rescission and Annulment.  If an
Event of Default (other than an Event of Default specified in Section 601(viii)
or Section 601(ix)) occurs and is continuing, the Trustee by notice
to the Company, or the Holders of at least thirty percent (30%) in principal
amount of the Outstanding Notes by notice to the Company and the Trustee, in
either case specifying in such notice the respective Event of Default and that
such notice is a “notice of acceleration,” may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable; provided that so long as any Designated Senior Indebtedness
of the Company shall be outstanding, such acceleration shall not be effective
until the earlier to occur of (x) five
Business Days following delivery of a written notice of such acceleration of
the Notes to the Company and the holders of all such Designated Senior
Indebtedness or each Representative thereof and (y)
the acceleration of any such Designated Senior Indebtedness. Upon the
effectiveness of such a declaration, such principal and interest will be due
and payable immediately.  Notwithstanding
the foregoing, in the event of a declaration of acceleration in respect of the
Notes because an Event of Default specified in Section 601(vii)
shall have occurred and be continuing, such declaration of acceleration of the


 


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Notes and such Event of Default and all consequences thereof (including
any acceleration or resulting payment default) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the Holders,
and be of no further effect, if within 60 days after such Event of Default
arose (x) the Indebtedness that
is the basis for such Event of Default has been discharged, or (y) the holders thereof have rescinded or
waived the acceleration or other event or condition (as the case may be) giving
rise to such Event of Default, or (z)
the default in respect of such Indebtedness that is the basis for such Event of
Default has been cured.


 


Notwithstanding the foregoing, if an Event of Default specified in Section 601(viii)
or Section 601(ix) occurs and is continuing, the principal of and
accrued interest on all the Outstanding Notes will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.  The Holders of a majority in principal amount
of the Outstanding Notes by notice to the Company and the Trustee may rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default have been cured or
waived except non-payment of principal or interest that has become due solely
because of such acceleration.  No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


Section 603.           Other Remedies; Collection Suit by
Trustee.  If an Event of Default
occurs and is continuing, the Trustee may, but is not obligated under Section 603
to, pursue any available remedy to collect the payment of principal of or
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.  If an Event of
Default specified in Section 601(i) or 601(ii) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 707.


 


Section 604.           Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial proceedings
relative to the Company or any other obligor upon the Notes, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section 707.


 


No provision of
this Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


 


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Section 605.           Trustee May Enforce Claims Without
Possession of Notes.  All rights of
action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.


 


Section 606.           Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article VI shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


First:  To the payment of all amounts due the Trustee
under Section 707;


 


Second:  To holders of Senior Indebtedness of the
Company to the extent required by Article XIV;


 


Third:  To the payment of the amounts then due and
unpaid upon the Notes for principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest,
respectively; and


 


Fourth:  to the Company.


 


Section 607.           Limitation on Suits.  Subject
to Section 608 hereof, no Holder may pursue any remedy with respect
to this Indenture or the Notes unless:


 


(i)            such Holder has previously given the
Trustee written notice that an Event of Default is continuing;


 


(ii)           Holders of at least 30% in principal
amount of the Outstanding Notes have requested the Trustee in writing to pursue
the remedy;


 


(iii)          such Holder or Holders have offered to
the Trustee reasonable security or indemnity against any loss, liability or
expense;


 


(iv)          the Trustee has not complied with the
request within 60 days after receipt of the request and the offer of
security or indemnity; and


 


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(v)           the Holders of a majority in
principal amount of the Outstanding Notes have not given the Trustee a
direction inconsistent with the request within such 60-day period.


 


A Holder may not
use this Indenture to affect, disturb or prejudice the rights of another
Holder, to obtain a preference or priority over another Holder or to enforce
any right under this Indenture except in the manner herein provided and for the
equal and ratable benefit of all Holders.


 


Section 608.           Unconditional Right of Holders to
Receive Principal and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Note shall have the absolute and unconditional right to receive payment of the
principal of and all (subject to Section 307) interest on such Note
on the respective Stated Maturity or Interest Payment Dates expressed in such
Note and to institute suit for the enforcement of any such payment on or after
such respective Stated Maturity or Interest Payment Dates, and such right shall
not be impaired without the consent of such Holder.


 


Section 609.           Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture or any Note
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, any other obligor upon the Notes, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


Section 610.           Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 611.           Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Note to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article
VI or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


 


Section 612.           Control by Holders.  The Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee, provided that


 


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(1)   such direction shall not be
in conflict with any rule of law or with this Indenture, and


 


(2)   the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such
direction.


 


However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 701, that the Trustee determines
is unduly prejudicial to the rights of any other Holder or that would involve
the Trustee in personal liability; provided,
however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent
with such direction.  Prior to taking any
action under this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action. 
This Section 612 shall be in lieu of § 316(a)(1)(A) of
the TIA, and such § 316(a)(1)(A) of the TIA is hereby expressly excluded
from this Indenture and the Notes, as permitted by the TIA.


 


Section 613.           Waiver of Past Defaults.  The Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes may on behalf of the
Holders of all the Notes waive any past Default hereunder and its consequences,
except a Default


 


(1)   in the payment of the
principal of or interest on any Note (which may only be waived with the consent
of each Holder of Notes affected), or


 


(2)   in respect of a covenant or
provision hereof that pursuant to the second paragraph of Section 902
cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected.


 


Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereon.  In case of any such waiver, the Company, any
other obligor upon the Notes, the Trustee and the Holders shall be restored to
their former positions and rights hereunder and under the Notes,
respectively.  This paragraph of this Section 613
shall be in lieu of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.


 


Section 614.           Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or the Notes, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant. 
This Section 614 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group


 


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of Holders, holding in the aggregate more than 10% in principal amount
of the Outstanding Notes, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Note on or after the respective Stated Maturity or Interest Payment
Dates expressed in such Note.


 


Section 615.           Waiver of Stay, Extension or Usury
Laws.  The Company (to the extent
that it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other similar law wherever enacted, now or at any
time hereafter in force, that would prohibit or forgive the Company from paying
all or any portion of the principal of (or premium, if any) or interest on the
Notes contemplated herein or in the Notes or that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


ARTICLE VII


 


THE TRUSTEE


 


Section 701.           Certain
Duties and Responsibilities.  (a)  Except during the continuance of an Event of
Default,


 


(1)   the Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(2)   in the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture,
but need not verify the contents thereof.


 


(b)           In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(c)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that (i) this
paragraph does not limit the effect of Section 701(a); (ii) the Trustee shall not be liable
for any error of judgment made in good faith by a Trust Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee


 


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shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 612.


 


(d)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(e)           Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 701
and Section 703.


 


Section 702.           Notice of Defaults.  If a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail within 90 days after it occurs, to
all Holders as their names and addresses appear in the Note Register, notice of
such Default hereunder known to the Trustee unless such Default shall have been
cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Note, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders.


 


Section 703.           Certain Rights of Trustee.  Subject to the provisions of Section 701:


 


(1)   the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;


 


(2)   any request or direction of
the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order thereof, and any resolution of any Person’s board of
directors shall be sufficiently evidenced if certified by an Officer of such
Person as having been duly adopted and being in full force and effect on the
date of such certificate;


 


(3)   whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate of the Company;


 


(4)   the Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in


 


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respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;


 


(5)   the Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;


 


(6)   the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, other evidence of indebtedness or other
paper or document; and


 


(7)   the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.


 


Section 704.           Not Responsible for Recitals or
Issuance of Notes.  The recitals
contained herein and in the Notes, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes, except that the Trustee represents that it is duly authorized to execute
and deliver this Indenture, authenticate the Notes and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company and any other obligor upon
the Notes in connection with the registration of any Notes and any Subsidiary
Guarantees issued hereunder are and will be true and accurate subject to the
qualifications set forth therein. 
Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of the Notes or the proceeds thereof.


 


Section 705.           May Hold Notes.  The Trustee, any Authenticating Agent, any
Paying Agent, any Note Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 708 and Section 713, may otherwise
deal with the Company or its Affiliates with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such
other agent.


 


Section 706.           Money Held in Trust.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


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Section 707.           Compensation
and Reimbursement.  The Company
agrees,


 


(1)   to pay to the Trustee from
time to time reasonable compensation for all services rendered by the Trustee
hereunder (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 


(2)   except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable out-of-pocket expenses incurred by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and


 


(3)   to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the Trustee’s part, arising out of or in
connection with the administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.


 


The Company need not pay for any settlement
made without its consent.  The provisions
of this Section 707 shall survive the termination of this Indenture.


 


Section 708.           Conflicting Interests.  If the Trustee has or shall acquire a
conflicting interest within the meaning of the TIA, the Trustee shall eliminate
such interest, apply to the SEC for permission to continue as Trustee with such
conflict or resign, to the extent and in the manner provided by, and subject to
the provisions of, the TIA and this Indenture. 
To the extent permitted by the TIA, the Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Original Notes and Additional Notes, or a trustee under any
other indenture between the Company and the Trustee.


 


Section 709.           Corporate Trustee Required;
Eligibility.  There shall at all
times be one (and only one) Trustee hereunder. 
The Trustee shall be a Person that is eligible pursuant to the TIA to
act as such and has a combined capital and surplus of at least
$50,000,000.  If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes
of this Section and to the extent permitted by the TIA, the combined
capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 709, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


Section 710.           Resignation and Removal;
Appointment of Successor.  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 711.


 


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The Trustee may
resign at any time by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 711 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


The Trustee may be
removed at any time by Act of the Holders of a majority in principal amount of
the Outstanding Notes, delivered to the Trustee and to the Company.


 


If at
any time:


 


(1)   the Trustee shall fail to
comply with Section 708 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Note for at least
six months, or


 


(2)   the Trustee shall cease to
be eligible under Section 709 and shall fail to resign after
written request therefor by the Company or by any such Holder, or


 


(3)   the Trustee shall become
incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the Company may remove the
Trustee, or (B) subject to Section 614,
any Holder who has been a bona fide Holder of a Note for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee or Trustees.


 


If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company shall promptly
appoint a successor Trustee and shall comply with the applicable requirements
of Section 711.  If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 711, become the successor Trustee and to
that extent supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 711, then, subject to Section 614,
any Holder who has been a bona fide Holder of a Note for at least six months
may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


The Company shall
give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to all Holders in the manner provided in


 


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Section 110.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


Section 711.           Acceptance of Appointment by
Successor.  In case of the
appointment hereunder of a successor Trustee, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 


Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to above.


 


No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article VII.


 


Section 712.           Merger, Conversion, Consolidation
or Succession to Business.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article VII, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.  In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.


 


Section 713.           Preferential Collection of Claims
Against the Company.  If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), the Trustee shall be subject to the provisions of the TIA regarding
the collection of claims against the Company (or any such other obligor) or
realizing on certain property received by it in respect of such claims.


 


Section 714.           Appointment of Authenticating
Agent.  The Trustee may appoint an
Authenticating Agent acceptable to the Company to authenticate the Notes.  Any such appointment shall be evidenced by an
instrument in writing signed by a Trust Officer, a copy of which instrument
shall be promptly furnished to the Company. 
Unless limited by the terms of such appointment, an Authenticating Agent
may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to
authentication (or execution of a certificate of


 


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authentication) by the Trustee includes authentication (or execution of
a certificate of authentication) by such Authenticating Agent.  An Authenticating Agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


 


ARTICLE VIII


 


HOLDERS’ LISTS AND
REPORTS BY

TRUSTEE AND THE COMPANY


 


Section 801.           The
Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee


 


(1)   semi-annually, not more than
10 days after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such
Regular Record Date, and


 


(2)   at such other times as the
Trustee may request in writing, within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished;


 


provided, however, that if and to the extent and so
long as the Trustee shall be the Note Registrar, no such list need be furnished
pursuant to this Section 801.


 


Section 802.           Preservation of Information;
Communications to Holders.  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list, if any,
furnished to the Trustee as provided in Section 801 and the names
and addresses of Holders received by the Trustee in its capacity as Note
Registrar; provided, however, that if and so long as the Trustee shall be the
Note Registrar, the Note Register shall satisfy the requirements relating to
such list.  None of the Company, any
Subsidiary Guarantor or the Trustee or any other Person shall be under any
responsibility with regard to the accuracy of such list.  The Trustee may destroy any list furnished to
it as provided in Section 801 upon receipt of a new list so
furnished.


 


The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Notes, and the corresponding rights and privileges
of the Trustee, shall be as provided by the TIA.


 


Every Holder of
Notes, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee, nor any agent of either of
them, shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the TIA.


 


Section 803.           Reports by Trustee.  Within 60 days after each December 15,
beginning with December 15, 2006, the Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the


 


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TIA at the times and in the manner provided pursuant thereto for so long as any Notes remain
outstanding.  A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee or
any applicable listing agent with each stock exchange upon which any Notes are
listed, with the SEC and with the Company. 
The Company will notify the Trustee when any Notes are listed on any
stock exchange.


 


ARTICLE IX


 


AMENDMENT, SUPPLEMENT OR
WAIVER


 


Section 901.           Without Consent of Holders.  Without the consent of the Holders of any
Notes, the Company, the Trustee and (as applicable) each Subsidiary Guarantor
may amend or supplement this Indenture or the Notes, for any of the following
purposes:


 


(1)       to cure any ambiguity,
manifest error, omission, defect or inconsistency,


 


(2)       to provide for the
assumption by a Successor Company of the obligations of the Company or a
Subsidiary Guarantor under this Indenture,


 


(3)       to provide for
uncertificated Notes in addition to or in place of certificated Notes,


 


(4)       to add Guarantees with
respect to the Notes, to secure the Notes, to confirm and evidence the release,
termination or discharge of any Guarantee or Lien with respect to or securing
the Notes when such release, termination or discharge is provided for under
this Indenture,


 


(5)       to make any change in Article
XIV or Article XV of this Indenture that would limit or terminate
the benefits available to any holder of Senior Indebtedness (or any
Representative thereof) under such provisions;


 


(6)       to add to the covenants
of the Company for the benefit of the Holders or to surrender any right or
power conferred upon the Company,


 


(7)       to provide for or
confirm the issuance of Additional Notes,


 


(8)       to provide that any
Indebtedness that becomes or will become an obligation of a Successor Company
or a Subsidiary Guarantor pursuant to a transaction governed by Article V
(and that is not a Subordinated Obligation) is Senior Subordinated Indebtedness
for purposes of this Indenture,


 


(9)       to conform the text of
this Indenture, the Notes or any Subsidiary Guarantee to any provision of the “Description
of Notes” section of the Offering Memorandum to the extent that such provision
in such “Description of Notes” section was intended to be a verbatim recitation
of a provision of this Indenture, Guarantee or the Notes,


 


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(10)     to increase the minimum
denomination of the Notes to equal the dollar equivalent of €1,000 rounded up
to the nearest $1,000 (including for purposes of redemption or repurchase of
any Note in part),


 


(11)     to make any change that
does not materially adversely affect the rights of any Holder under the Notes
or this Indenture, or


 


(12)     to comply with any
requirement of the SEC in connection with the qualification of this Indenture
under the TIA or otherwise.


 


Notwithstanding the
foregoing provisions of this Section 901 and Section 902,
CCMG Acquisition, The Hertz Corporation and the Trustee may execute and deliver
the Merger Supplemental Indenture, in each case without notice to or consent of
any Holder.


 


Section 902.           With Consent of Holders.  Subject to Section 608, the
Company,  the Trustee and (if applicable)
each Subsidiary Guarantor may amend or supplement this Indenture or the Notes
with the written consent of the Holders of a majority in aggregate principal
amount of the Outstanding Notes (including consents obtained in connection with
a tender offer or exchange offer for Notes) and the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes by written
notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for Notes) may waive any existing Default or Event of
Default or compliance by the Company or any Subsidiary Guarantor with any
provision of this Indenture, the Notes or any Subsidiary Guarantee.


 


Notwithstanding the provisions of this Section 902,
without the consent of each Holder affected, an amendment or waiver, including
a waiver pursuant to Section 613, may not:


 


(i)            reduce the principal amount of the
Notes whose Holders must consent to an amendment or waiver;


 


(ii)           reduce the rate of or extend the time
for payment of interest on any Note;


 


(iii)          reduce the principal of or extend the
Stated Maturity of any Note;


 


(iv)          reduce the premium payable upon the
redemption of any Note or change the date on which any Note may be redeemed as
described in Section 1001;


 


(v)           make any Note payable in money other
than that stated in such Note;


 


(vi)          impair the right of any Holder to
receive payment of principal of and interest on such Holder’s Notes on or after
the due dates therefor or to institute suit for the enforcement of any such
payment on or with respect to such Holder’s Notes;


 


(vii)         make any change in Article XIV
or Article XV that adversely affects the rights of any Holder in any
material respect; or


 


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(viii)        make any change in the amendment or
waiver provisions described in this paragraph.


 


Notwithstanding Section 901
and the foregoing provisions of this Section 902, no amendment to Article
XIV or Article XV of this Indenture or the definitions relating
thereto that adversely affects the rights of any holder of Senior Indebtedness
at the time outstanding (which Senior Indebtedness has been previously
designated in writing by the Company to the Trustee for this purpose) may be
made unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give a consent) consent in writing to such
amendment.


 


It shall not be
necessary for the consent of the Holders under this Section 902 to
approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.


 


After an
amendment, supplement or waiver under this Section 902 becomes
effective, the Company shall mail to the Holders, with a copy to the Trustee, a
notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any supplemental indenture or the effectiveness of any such
amendment, supplement or waiver.


 


Section 903.           Execution of Amendments,
Supplements or Waivers.  The Trustee
shall sign any amendment, supplement or waiver authorized pursuant to this Article
IX if the amendment, supplement or waiver does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not,
sign it.  In signing or refusing to sign
such amendment, supplement or waiver, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Officer’s Certificate and an
Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by the
Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer,
fraudulent conveyance, reorganization, moratorium and other laws now or
hereinafter in effect affecting creditors’ rights or remedies generally and the
general principles of equity (including standards of materiality, good faith,
fair dealing and reasonableness), whether considered in a proceeding at law or
at equity, such amendment, supplement or waiver is a valid and binding
agreement of the Company, enforceable against the Company in accordance with
its terms.


 


Section 904.           Revocation and Effect of Consents.  Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of that Note or any Note that evidences all
or any part of the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note. 
Subject to the following paragraph of this Section 904, any
such Holder or subsequent Holder may revoke the consent as to such Holder’s
Note by written notice to the Trustee or the Company, received by the Trustee
or the Company, as the case may be, before the date on which the Trustee
receives an Officer’s Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.  The Company may, but shall not be obligated
to, fix a record date for the


 


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purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver as set forth in Section 108.


 


After an
amendment, supplement or waiver becomes effective, it shall bind every Holder
of Notes, unless it makes a change described in any of clauses (i) through
(viii) of the second paragraph of Section 902.  In that case, the amendment, supplement or
waiver shall bind each Holder of a Note who has consented to it and every
subsequent Holder of such Note or any Note that evidences all or any part of
the same debt as the consenting Holder’s Note.


 


Section 905.           Conformity with TIA.  Every amendment or supplemental indenture
executed pursuant to this Article shall conform to the requirements of the TIA
as then in effect.


 


Section 906.           Notation on or Exchange of Notes.  If an amendment, supplement or waiver changes
the terms of a Note, the Trustee shall (if required by the Company and in
accordance with the specific direction of the Company) request the Holder of
the Note to deliver it to the Trustee. 
The Trustee shall (if required by the Company and in accordance with the
specific direction of the Company) place an appropriate notation on the Note
about the changed terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.


 


ARTICLE X


 


REDEMPTION OF NOTES


 


Section 1001.         Right of Redemption.  (a)  The Notes will be redeemable, at the Company’s
option, in whole or in part, at any time and from time to time on and after
January 1, 2011 and prior to maturity at the applicable redemption price set
forth below. Such redemption may be made upon notice mailed by first-class mail
to each Holder’s registered address in accordance with Section 1005. The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be
performed by another Person. Any such redemption and notice may, in the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the occurrence of a Change of Control. The Notes
will be so redeemable at the following redemption prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest, if any, to
the relevant Redemption Date (subject to Section 307), if redeemed
during the 12-month period commencing on January 1 of the years set forth
below:


 


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  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  105.250

  	
  %

  
	
  2012

  	
   

  	
  103.500

  	
  %

  
	
  2013

  	
   

  	
  101.750

  	
  %

  
	
  2014 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           In
addition, at any time and from time to time on or prior to January 1, 2009, the
Company at its option may redeem Notes in an aggregate principal amount equal
to up to 35% of the original aggregate principal amount of the Notes (including
the principal amount of any Additional Notes), with funds in an equal aggregate
amount (the “Redemption Amount”) not exceeding the aggregate proceeds of
one or more Equity Offerings, at a redemption price (expressed as a percentage
of principal amount thereof) of 110.5%, plus accrued and unpaid interest, if
any, to the Redemption Date (subject to Section 307); provided, however,
that an aggregate principal amount of Notes equal to at least 65% of the
original aggregate principal amount of Notes (including the principal amount of
any Additional Notes) must remain outstanding after each such redemption.


 


The Company may
make such redemption upon notice mailed by first-class mail to each Holder’s
registered address in accordance with Section 1005 (but in no event more
than 180 days after the completion of the related Equity Offering). The Company
may provide in such notice that payment of the redemption price and performance
of the Company’s obligations with respect to such redemption may be performed
by another Person. Any such notice may be given prior to the completion of the
related Equity Offering, and any such redemption or notice may, at the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the completion of the related Equity Offering.


 


(c)           At
any time prior to January 1, 2011, Notes may also be redeemed or purchased (by
the Company or any other Person) in whole or in part, at the Company’s option,
at a price (the “Redemption Price”) equal to 100% of the principal
amount thereof plus the Applicable Premium as of, and accrued but unpaid
interest, if any, to, the Redemption Date (subject to Section 307). Such
redemption or purchase may be made upon notice mailed by first-class mail to
each Holder’s registered address in accordance with Section 1005. The
Company may provide in such notice that payment of the Redemption Price and
performance of the Company’s obligations with respect to such redemption or
purchase may be performed by another Person. Any such redemption, purchase or
notice may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including but not limited to the occurrence of a
Change of Control.


 


“Applicable
Premium” means, with respect to a Note at any Redemption Date, the greater
of (i) 1.0% of the principal amount of
such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on January 1, 2011
(such redemption price being that described in Section 1001(a)), plus (2) all required remaining scheduled interest payments
due on such Note through such date, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the
principal amount of such Note on such Redemption Date.  Calculation of the Applicable Premium will be
made by the Company or


 


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on behalf of the Company by such Person as the Company shall designate;
provided that such calculation
shall not be a duty or obligation of the Trustee.


 


“Treasury Rate”
means, with respect to a Redemption Date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two Business Days prior
to such Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from such Redemption Date to January 1, 2011; provided, however,
that if the period from the Redemption Date to such date is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to such date is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


 


Section 1002.         Applicability of Article.  Redemption or purchase of Notes as permitted
by Section 1001 shall be made in accordance with this Article X.


 


Section 1003.         Election to Redeem; Notice to
Trustee.  In case of any redemption
at the election of the Company of less than all of the Notes, the Company
shall, at least two Business Days (but not more than 60 days) prior to the date
on which notice is required to be mailed or caused to be mailed to Holders
pursuant to Section 1005, notify the Trustee of such Redemption Date and
of the principal amount of Notes to be redeemed.


 


Section 1004.         Selection by Trustee of Notes to Be
Redeemed.  In the case of any partial
redemption, selection of the Notes for redemption will be made by the Trustee
not more than 60 days prior to the Redemption Date on a pro rata basis, by lot or by such other
method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Note of $2,000 in original principal amount or less
will be redeemed in part.


 


The Trustee shall
promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal
amount thereof to be redeemed.  On and
after the Redemption Date, interest will cease to accrue on Notes or portions
thereof called for redemption.


 


For all purposes
of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Note
redeemed or to be redeemed only in part, to the portion of the principal of
such Note that has been or is to be redeemed.


 


Section 1005.         Notice of Redemption.  Notice of redemption or purchase as provided in Section 1001
shall be given by first-class mail, postage prepaid, mailed not less than


 


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30 nor more than 60 days prior to the Redemption Date, to each Holder
of Notes to be redeemed, at such Holder’s address appearing in the Note
Register.


 


Any such notice
shall state:


 


(1)   the expected Redemption
Date,


 


(2)   the redemption price (or the
formula by which the redemption price will be determined),


 


(3)   if less than all Outstanding
Notes are to be redeemed, the identification (and, in the case of partial
redemption, the portion of the respective principal amounts) of the Notes to be
redeemed,


 


(4)   that, on the Redemption
Date, the redemption price will become due and payable upon each such Note, and
that, unless the Company defaults in making such redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest thereon shall cease to accrue from and after said
date, and


 


(5)   the place where such Notes
are to be surrendered for payment of the redemption price.


 


In addition, if such redemption, purchase or
notice is subject to satisfaction of one or more conditions precedent, as
permitted by Section 1001, such notice shall describe each such
condition, and if applicable, shall state that, in the Company’s discretion,
the Redemption Date may be delayed until such time as any or all such
conditions shall be satisfied, or such redemption or purchase may not occur and
such notice may be rescinded in the event that any or all such conditions shall
not have been satisfied by the Redemption Date, or by the Redemption Date as so
delayed.


 


The Company may
provide in such notice that payment of the redemption price and the performance
of the Company’s obligations with respect to such redemption may be performed
by another Person.


 


Notice of such
redemption or purchase of Notes to be so redeemed or purchased at the election
of the Company shall be given by the Company or, at the Company’s request (made
to the Trustee at least 40 days (or such shorter period as shall be
satisfactory to the Trustee) prior to the Redemption Date), by the Trustee in
the name and at the expense of the Company. 
Any such request will set forth the information to be stated in such
notice, as provided by this Section 1005.


 


The notice if
mailed in the manner herein provided shall be conclusively presumed to have
been given, whether or not the Holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Note


 


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designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Note.


 


Section 1006.         Deposit of Redemption Price.  On or prior to 12:00 p.m., New York City
time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in Section 403)
an amount of money sufficient to pay the redemption price of, and any accrued
and unpaid interest on, all the Notes or portions thereof which are to be
redeemed on that date.


 


Section 1007.         Notes Payable on Redemption Date.  Notice of redemption having been given as
provided in this Article X, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the redemption price herein specified
and from and after such date (unless the Company shall default in the payment
of the redemption price or the Paying Agent is prohibited from paying the
redemption price pursuant to the terms of this Indenture) such Notes shall
cease to bear interest.  Upon surrender
of such Notes for redemption in accordance with such notice, such Notes shall
be paid by the Company at the redemption price. 
Installments of interest whose Interest Payment Date is on or prior to
the Redemption Date shall be payable to the Holders of such Notes registered as
such on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.


 


On and after any
Redemption Date, if money sufficient to pay the redemption price of and any
accrued and unpaid interest on Notes called for redemption shall have been made
available in accordance with Section 1006, the Notes (or the
portions thereof) called for redemption will cease to accrue interest and the
only right of the Holders of such Notes (or portions thereof) will be to
receive payment of the redemption price of and, subject to the last sentence of
the preceding paragraph, any accrued and unpaid interest on such Notes (or
portions thereof) to the Redemption Date. 
If any Note (or portion thereof) called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Note (or portion thereof).


 


Section 1008.         Notes Redeemed in Part.  Any Note that is to be redeemed only in part
shall be surrendered at the Place of Payment (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or its attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Note so
surrendered.


 


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ARTICLE XI


 


SATISFACTION AND
DISCHARGE


 


Section 1101.         Satisfaction and Discharge of
Indenture.  This Indenture shall be
discharged and shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Notes herein expressly
provided for), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when


 


(i)            either


 


(a)           all Notes
theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 403) have been delivered to the Trustee
cancelled or for cancellation; or


 


(b)           all such Notes not
theretofore delivered to the Trustee cancelled or for cancellation


 


(1)           have become due and payable, or


 


(2)           will become due and payable at their
Stated Maturity within one year, or


 


(3)           have been or are to be called for
redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


 


(ii)          the Company has
irrevocably deposited or caused to be deposited with the Trustee money, U.S.
Government Obligations or a
combination thereof, sufficient (without reinvestment) to pay and discharge the
entire Indebtedness on such Notes not theretofore delivered to the Trustee
cancelled or for cancellation, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Notes that have become due and
payable), or to the Stated Maturity or Redemption Date, as the case may be (provided
that if such redemption shall be pursuant to Section 1001(c), (x) the amount of
money or U.S. Government Obligations or a combination thereof that the Company
must irrevocably deposit or cause to be deposited shall be determined using an
assumed Applicable Premium calculated as of the date of such deposit, and (y)
the Company must irrevocably deposit or cause to be deposited additional money
in trust on the Redemption


 


109

















 


Date, as
required by Section 1006, as necessary to pay the Applicable Premium as
determined on such date);


 


(iii)          the Company has paid or caused to be
paid all other sums then payable hereunder by the Company; and


 


(iv)          the Company has delivered to the
Trustee an Officer’s Certificate of the Company and an Opinion of Counsel, each
to the effect that all conditions precedent provided for in this Section 1101
relating to the satisfaction and discharge of this Indenture have been complied
with, provided that any such counsel may rely
on any Officer’s Certificate as to matters of fact (including as to compliance
with the foregoing clauses (i), (ii) and (iii)).


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 707 and, if money shall have been
deposited with the Trustee pursuant to Section 1101(ii), the
obligations of the Trustee under Section 1102 shall survive.


 


Section 1102.         Application of Trust Money.  Subject to the provisions of the last
paragraph of Section 403, all money and/or U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 1101 shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest on the Notes; but such money need not be segregated from
other funds except to the extent required by law.


 


ARTICLE XII


 


DEFEASANCE OR COVENANT
DEFEASANCE


 


Section 1201.         The Company’s Option to Effect
Defeasance or Covenant Defeasance. 
The Company may, concurrently (and not separately) at its option, at any
time, elect to have terminated the obligations of the Company with respect to
Outstanding Notes and to have terminated all of the obligations of the
Subsidiary Guarantors with respect to the Subsidiary Guarantees, in each case,
as set forth in this Article XII, and elect to have either Section 1202
or Section 1203 be applied to all of the Outstanding Notes (the “Defeased
Notes”), upon compliance with the conditions set forth below in Section 1204.  Either Section 1202 or Section 1203
may be applied to the Defeased Notes to any Redemption Date or the Stated
Maturity of the Notes.


 


Section 1202.         Defeasance and Discharge.  Upon the Company’s exercise under Section 1201
of the option applicable to this Section 1202, the Company shall be
deemed to have been released and discharged from its obligations with respect
to the Defeased Notes on the date the relevant conditions set forth in Section 1204
below are satisfied (hereinafter, “Defeasance”).  For this purpose, such Defeasance means that
the Company shall be deemed to have paid and


 


110

















 


discharged the entire Indebtedness represented by the Defeased Notes,
which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205
and the other Sections of this Indenture referred to in clauses (a) and
(b) below, and the Company and each of the Subsidiary Guarantors shall be
deemed to have satisfied all other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following, which shall survive until otherwise terminated or
discharged hereunder:  (a) the rights of Holders of Defeased
Notes to receive, solely from the trust fund described in Section 1204
and as more fully set forth in such Section, payments in respect of the
principal of and premium, if any, and interest on such Notes when such payments
are due, (b) the Company’s
obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402,
and 403, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, including the Trustee’s rights under Section 707,
and (d) this Article XII.  If the
Company exercises its option under this Section 1202, payment of
the Notes may not be accelerated because of an Event of Default with respect
thereto.  Subject to compliance
with this Article XII, the Company may, at its option and at any time,
exercise its option under this Section 1202 notwithstanding the
prior exercise of its option under Section 1203 with respect to the
Notes.


 


Section 1203.         Covenant Defeasance.  Upon the Company’s exercise under Section 1201
of the option applicable to this Section 1203, (a) the Company and the Subsidiary Guarantors shall be
released from their respective obligations under any covenant or provision
contained in Section 405 and Sections 407 through 415
and the provisions of clauses (iii), (iv) and (v) of Section 501(a)
shall not apply, and (b) the occurrence
of any event specified in clause (iv), (v) (with respect to Section 405
and Sections 407 through 415, inclusive), (vi), (vii), (viii)
(with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or
(xi) of Section 601 shall be deemed not to be or result in an Event
of Default, in each case with respect to the Defeased Notes on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants
or provisions, but shall continue to be deemed “Outstanding” for all other
purposes hereunder.  For this purpose,
such Covenant Defeasance means that, with respect to the Outstanding Notes, the
Company and the Subsidiary Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant or provision, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or provision or by reason of
any reference in any such covenant or provision to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 601, but, except as
specified above, the remainder of this Indenture and such Outstanding Notes
shall be unaffected thereby.


 


111

















 


Section 1204.         Conditions
to Defeasance or Covenant Defeasance. 
The following shall be the conditions to application of either Section 1202
or Section 1203 to the Outstanding Notes:


 


(1)   The Company shall have
irrevocably deposited or caused to be deposited with the Trustee, in trust,
money or U.S. Government Obligations, or
a combination thereof, in amounts as will be sufficient (without reinvestment),
to pay and discharge the principal of, and premium, if any, and interest on the
Defeased Notes to the Stated Maturity or relevant Redemption Date in accordance
with the terms of this Indenture and the Notes (provided that if such
redemption shall be pursuant to Section 1001(c), (x) the amount of money or
U.S. Government Obligations or a combination thereof that the Company must
irrevocably deposit or cause to be deposited shall be determined using an
assumed Applicable Premium calculated as of the date of such deposit, and (y)
the Company must irrevocably deposit or cause to be deposited additional money
in trust on the Redemption Date, as required by Section 1006, as necessary to
pay the Applicable Premium as determined on such date);


 


(2)   No Default or Event of
Default shall have occurred and be continuing on the date of such deposit;


 


(3)   Such deposit shall not
result in a breach or violation of, or constitute a Default or Event of Default
under, this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound;


 


(4)   In the case of an election
under Section 1202, the Company shall have delivered to the Trustee
an Opinion of Counsel from Debevoise & Plimpton LLP or other counsel in the
United States to the effect that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since
the Issue Date, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm to the effect that, the Holders of the Outstanding Notes will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
Defeasance had not occurred; provided
that such Opinion of Counsel need not be delivered if all Notes theretofore
authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 306, and (ii) Notes
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 403) not
theretofore delivered to the Trustee for cancellation have become due and
payable, will become due and payable at their Stated Maturity within one year,
or are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee in the name, and at the expense, of the
Company;


 


112

















 


(5)   In the case of an election
under Section 1203, the Company shall have delivered to the Trustee
an Opinion of Counsel from Debevoise & Plimpton LLP or other counsel in the
United States to the effect that the Holders of the Outstanding Notes will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred; and


 


(6)   The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each to the effect that all conditions precedent provided for in this Section 1204
relating to either the Defeasance under Section 1202 or the
Covenant Defeasance under Section 1203, as the case may be, have
been complied with.  In rendering such
Opinion of Counsel, counsel may rely on an Officer’s Certificate as to
compliance with the foregoing clauses (1), (2) and (3) of this Section 1204
or as to any matters of fact.


 


From and after the
time of any deposit pursuant to clause (1) of the first paragraph of this Section 1204,
the money or U.S. Government Obligations so deposited shall not be subject to
the rights of the holders of Senior Indebtedness of the Company pursuant to the
subordination provisions of Article XIV or Article XV.


 


Section 1205.         Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 403, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or such other
Person that would qualify to act as successor trustee under Article VII,
collectively and solely for purposes of this Section 1205, Section 1412
and Section 1512, the “Trustee”) pursuant to Section 1204
in respect of the Defeased Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company shall
pay and indemnify the Trustee and its agents and hold them harmless against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1204, or the principal,
premium, if any, and interest received in respect thereof, other than any such
tax, fee or other charge that by law is for the account of the Holders of the
Defeased Notes.


 


Anything in this Article
XII to the contrary notwithstanding, the Trustee shall deliver to the
Company from time to time, upon Company Request, any money or U.S. Government
Obligations held by it as provided in Section 1204 that, in the
opinion of a nationally recognized accounting or investment banking firm
expressed in a written certification thereof to the Trustee, are in excess of
the amount thereof that would then be required to be


 


113

















 


deposited to effect an equivalent Defeasance or Covenant
Defeasance.  Subject to Article VII,
the Trustee shall not incur any liability to any Person by relying on such
opinion.


 


Section 1206.         Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 1202
or 1203, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations of the Company and each of the
Subsidiary Guarantors under this Indenture, the Notes and the Subsidiary
Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1202 or 1203, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money
and U.S. Government Obligations in accordance with Section 1202 or 1203,
as the case may be; provided, however, that if the Company or any Subsidiary Guarantor
makes any payment of principal, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company or Subsidiary
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money and U.S. Government
Obligations held by the Trustee or Paying Agent.


 


Section 1207.         Repayment to the Company.  The Trustee shall pay to the Company upon
Company Request any money held by it for the payment of principal or interest
that remains unclaimed for two years. 
After payment to the Company, Holders entitled to money must look to the
Company for payment as general creditors unless an applicable abandoned
property law designates another Person and all liability of the Trustee or Paying
Agent with respect to such money shall thereupon cease.


 


ARTICLE XIII


 


SUBSIDIARY GUARANTEES


 


Section 1301.         Guarantees
Generally.


 


(a)           Guarantee
of Each Subsidiary Guarantor.  Each
Subsidiary Guarantor, as primary obligor and not merely as surety, will jointly
and severally, irrevocably and fully and unconditionally Guarantee, on an
unsecured senior subordinated basis, the punctual payment when due, whether at
Stated Maturity, by acceleration or otherwise, of all monetary obligations of
the Company under this Indenture and the Notes, whether for principal of or
interest on the Notes, expenses, indemnification or otherwise (all such
obligations guaranteed by such Subsidiary Guarantors being herein called the “Subsidiary
Guaranteed Obligations”).


 


The obligations of
each Subsidiary Guarantor will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor (including but not limited to any Guarantee by it of any Bank
Indebtedness) and after giving effect to any collections from or payments made
by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations under this Indenture, result in the obligations
of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a


 


114

















 


fraudulent conveyance or fraudulent transfer under applicable law, or
being void or unenforceable under any law relating to insolvency of debtors.


 


(b)           Further
Agreements of Each Subsidiary Guarantor. 
(i)  Each Subsidiary Guarantor
hereby agrees that (to the fullest extent permitted by law) its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of this Indenture, the Notes or the obligations of the Company
or any other Subsidiary Guarantor to the Holders or the Trustee hereunder or
thereunder, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, any
release of any other Subsidiary Guarantor, the recovery of any judgment against
the Company, any action to enforce the same, whether or not a notation concerning
its Subsidiary Guarantee is made on any particular Note, or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a Subsidiary Guarantor.


 


(ii)           Each Subsidiary Guarantor hereby
waives (to the fullest extent permitted by law) the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenants that (except as otherwise provided in Section 1303) its
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Notes, this Indenture and this Subsidiary
Guarantee.  Such Subsidiary Guarantee is
a guarantee of payment and not of collection. 
Each Subsidiary Guarantor further agrees (to the fullest extent
permitted by law) that, as between it, on the one hand, and the Holders of
Notes and the Trustee, on the other hand, subject to this Article XIII
and Article XV, (1) the
maturity of the obligations guaranteed by its Subsidiary Guarantee may be
accelerated as and to the extent provided in Article VI for the purposes
of such Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed by such Subsidiary Guarantee, and (2) in
the event of any acceleration of such obligations as provided in Article VI,
such obligations (whether or not due and payable) shall forthwith become due
and payable by such Subsidiary Guarantor in accordance with the terms of this Section 1301
for the purpose of such Subsidiary Guarantee. 
Neither the Trustee nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or to take any other steps under any
security for the Subsidiary Guaranteed Obligations or against the Company or
any other Person or any property of the Company or any other Person before the
Trustee is entitled to demand payment and performance by any or all Subsidiary
Guarantors of their obligations under their respective Subsidiary Guarantees or
under this Indenture.


 


(iii)          Until terminated in accordance with Section 1303,
each Subsidiary Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be appointed
for all or any significant part of the Company’s assets,


 


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and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise
be restored or returned by any obligee on such Notes, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


(c)           Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary
Guarantee shall have the right to seek contribution from the Company or any
non-paying Subsidiary Guarantor that has also Guaranteed the relevant
Subsidiary Guaranteed Obligations in respect of which such payment or
distribution is made, so long as the exercise of such right does not impair the
rights of the Holders under the Subsidiary Guarantees.


 


(d)           Each
Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that its Subsidiary Guarantee, and the waiver set forth in Section 1305,
are knowingly made in contemplation of such benefits.


 


(e)           Each
Subsidiary Guarantor, pursuant to its Subsidiary Guarantee, also hereby agrees
to pay any and all reasonable out-of-pocket expenses (including reasonable
counsel fees and expenses) incurred by the Trustee or the Holders in enforcing
any rights under its Subsidiary Guarantee.


 


Section 1302.         Continuing Guarantees.  (a) 
Each Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full
force and effect until payment in full of the principal amount of all
Outstanding Notes (whether by payment at maturity, purchase, redemption,
defeasance, retirement or other acquisition) and all other Subsidiary
Guaranteed Obligations of the Subsidiary Guarantor then due and owing, (ii) be binding upon such Subsidiary Guarantor and (iii) inure to the benefit of and be enforceable by the
Trustee, the Holders and their permitted successors, transferees and assigns.


 


(b)           The
obligations of each Subsidiary Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any
payment which would otherwise have reduced or terminated the obligations of any
Subsidiary Guarantor hereunder and under its Subsidiary Guarantee (whether such
payment shall have been made by or on behalf of the Company or by or on behalf
of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders
upon the insolvency, bankruptcy, liquidation or reorganization of the Company
or any Subsidiary Guarantor or otherwise, all as though such payment had not
been made.


 


Section 1303.         Release of Subsidiary Guarantees.  Notwithstanding the provisions of Section 1302,
Subsidiary Guarantees will be subject to termination and discharge under the
circumstances described in this Section 1303.  Any Subsidiary
Guarantor will automatically and unconditionally be released from all
obligations under its Subsidiary Guarantee, and such


 


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Subsidiary Guarantee shall thereupon terminate and be discharged and of
no further force or effect, (i) concurrently
with any direct or indirect sale or disposition (by merger or otherwise) of any
Subsidiary Guarantor or any interest therein in accordance with the terms of
this Indenture (including Section 411 and Section 501)
by the Company or a Restricted Subsidiary, following which such Subsidiary
Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary
Guarantor is released from all of its obligations under all of its Guarantees of
payment by the Company of any Indebtedness of the Company under the Senior
Credit Facilities (it being understood that a release subject to contingent
reinstatement is still a release, and that if any such Guarantee is so
reinstated, such Subsidiary Guarantee shall also be reinstated to the extent
that such Subsidiary Guarantor would then be required to provide a Subsidiary
Guarantee pursuant to Section 414 , (iii)
upon the merger or consolidation of any Subsidiary Guarantor with and into the
Company or another Subsidiary Guarantor that is the surviving Person in such
merger or consolidation, or upon the liquidation of such Subsidiary Guarantor
following the transfer of all of its assets to the Company or another
Subsidiary Guarantor (iv)
concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary,
(v) upon legal or covenant
defeasance of the Company’s obligations, or satisfaction and discharge of this
Indenture, or (vi) subject to Section 1302(b),
upon payment in full of the aggregate principal amount of all Notes then
Outstanding and all other Subsidiary Guaranteed Obligations then due and
owing.  In addition, the Company will
have the right, upon 30 days’ notice to the Trustee, to cause any
Subsidiary Guarantor that has not guaranteed payment by the Company of any
Indebtedness of the Company under the Senior Credit Facilities to be
unconditionally released from all obligations under its Subsidiary Guarantee,
and such Subsidiary Guarantee shall thereupon terminate and be discharged and of
no further force or effect.


 


Upon any such occurrence specified in this Section 1303,
the Trustee shall execute any documents reasonably required in order to
evidence such release, discharge and termination in respect of the applicable
Subsidiary Guarantee.


 


Section 1304.         Agreement to Subordinate.  Each Subsidiary Guarantee is, to the extent
and in the manner set forth in Article XV, subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness of the
Subsidiary Guarantor giving such Subsidiary Guarantee and each Subsidiary
Guarantee is made subject to such provisions of this Indenture.


 


Section 1305.         Waiver of Subrogation.  Each Subsidiary Guarantor hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of the Company’s obligations under the Notes and this Indenture or such
Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, until this
Indenture is discharged and all of the Notes are discharged and paid in
full.  If any amount shall be paid to any
Subsidiary Guarantor in violation of the preceding sentence and the Notes shall
not have been paid in full, such amount shall be


 


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deemed to have been paid to such Subsidiary Guarantor for the benefit
of, and held in trust for the benefit of, the Holders of the Notes, and shall
forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Notes, whether matured or unmatured, in accordance with
the terms of this Indenture.


 


Section 1306.         Notation Not Required.  Neither the Company nor any Subsidiary
Guarantor shall be required to make a notation on the Notes to reflect any
Subsidiary Guarantee or any release, termination or discharge thereof.


 


Section 1307.         Successors and Assigns of Subsidiary
Guarantors.  All covenants and
agreements in this Indenture by each Subsidiary Guarantor shall bind its
respective successors and assigns, whether so expressed or not.


 


Section 1308.         Execution and Delivery of Subsidiary
Guarantees.  The Company shall cause
each Restricted Subsidiary that is required to become a Subsidiary Guarantor
pursuant to Section 414, and each Subsidiary of the Company that
the Company causes to become a Subsidiary Guarantor pursuant to Section 414,
to promptly execute and deliver to the Trustee a Supplemental Indenture
substantially in the form set forth in Exhibit E to this Indenture,
or otherwise in form and substance reasonably satisfactory to the Trustee,
evidencing its Subsidiary Guarantee on substantially the terms set forth in
this Article XIII. 
Concurrently therewith, the Company shall deliver to the Trustee an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
to the effect that such Supplemental Indenture has been duly authorized,
executed and delivered by such Restricted Subsidiary and that, subject to
applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance,
reorganization, moratorium and other laws now or hereafter in effect affecting
creditors’ rights or remedies generally and to general principles of equity
(including standards of materiality, good faith, fair dealing and
reasonableness), whether considered in a proceeding at law or at equity, such
Supplemental Indenture is a valid and binding agreement of such Restricted
Subsidiary, enforceable against such Restricted Subsidiary in accordance with
its terms.


 


Section 1309.         Notices.  Notice to any Subsidiary Guarantor shall be
sufficient if addressed to such Subsidiary Guarantor care of the Company at the
address, place and manner provided in Section 109.


 


ARTICLE XIV


 


SUBORDINATION


 


Section 1401.         Agreement to Subordinate.  The Company agrees, and each Noteholder by
accepting a Note agrees, that the Indebtedness evidenced by the Notes is
unsecured Senior Subordinated Indebtedness of the Company, subordinated in
right of payment, to the extent and in the manner provided in this Article
XIV, to the prior payment in full in cash or Cash Equivalents (when due) of
all existing and future Senior Indebtedness of the Company, and that the
subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness of the Company.  The Notes
shall in all respects rank pari passu
in right of


 


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payment with all existing and future Senior Subordinated Indebtedness
of the Company and only Indebtedness of the Company that is Senior Indebtedness
shall rank senior to the Notes in accordance with the provisions set forth
herein.  All provisions of this Article
XIV shall be subject to Section 1412.


 


Section 1402.         Liquidation, Dissolution or
Bankruptcy.  Upon any payment or
distribution of the assets of the Company upon a total or partial liquidation
or dissolution or reorganization of or similar proceeding relating to the
Company or its property, or in a bankruptcy, insolvency, receivership or
similar proceeding relating to the Company or its property,


 


(i)            the holders of Senior Indebtedness
of the Company will be entitled to receive payment in full of such Senior
Indebtedness in cash or Cash Equivalents before the Noteholders are entitled to
receive any payment from the Company, and


 


(ii)           until the Senior Indebtedness of the
Company is paid in full in cash or Cash Equivalents, any payment or
distribution from the Company to which Noteholders would be entitled but for
this Article XIV will be made to holders of such Senior Indebtedness as
their interests may appear except that Noteholders may receive shares of stock
and any debt securities that are subordinated to such Senior Indebtedness to at
least the same extent as the Notes.


 


Section 1403.         Default on Senior Indebtedness.  The Company may not pay principal of, or
premium (if any) or interest on, the Notes or make any deposit pursuant to the
provisions of Article XII and may not otherwise purchase, redeem or
otherwise retire any Notes (collectively, “pay the Notes”) if (i) any Designated Senior Indebtedness of the Company is not
paid in full in cash or Cash Equivalents when due (after giving effect to any
applicable grace periods) or (ii) any
other default on Designated Senior Indebtedness of the Company occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms (either such event, a “Payment Default”), unless, in
either case, (x) the Payment Default has been
cured or waived and any such acceleration has been rescinded in writing or (y) such Designated Senior Indebtedness has been paid in full
in cash or Cash Equivalents.  However,
the Company may pay the Notes without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
Representative for the Designated Senior Indebtedness with respect to which the
Payment Default has occurred and is continuing.


 


In addition,
during the continuance of any default (other than a Payment Default) with
respect to any Designated Senior Indebtedness of the Company pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace period (a “Non-payment Default”), the
Company may not pay the Notes for the period specified as follows (a “Payment
Blockage Period”).  The Payment
Blockage Period shall commence upon the receipt by the Trustee (with a copy to
the Company) of written notice (a “Blockage Notice”) of such Non-payment
Default from the Representative for such Designated Senior Indebtedness


 


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specifying an election to effect a Payment Blockage Period and shall
end on the earliest to occur of the following events:


 


(1)        179 days shall have elapsed since such
receipt of such Blockage Notice,


 


(2)        the Non-payment Default giving rise to
such Blockage Notice is no longer continuing (and no other Payment Default or
Non-payment Default is then continuing),


 


(3)        such Designated Senior Indebtedness
shall have been discharged or repaid in full in cash or Cash Equivalents, or


 


(4)        such Payment Blockage Period shall have
been terminated by written notice to the Trustee and the Company from the
Person or Persons who gave such Blockage Notice.


 


The Company shall
promptly resume payments on the Notes, including any missed payments, after
such Payment Blockage Period ends, unless the holders of such Designated Senior
Indebtedness have or the Representative of such holders has accelerated the
maturity of such Designated Senior Indebtedness, or any Payment Default
otherwise exists.  Not more than one
Blockage Notice to the Company may be given in any 360 consecutive day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period, except that if any Blockage Notice within such
360-day period is given by or on behalf of any holders of Designated Senior
Indebtedness other than Bank Indebtedness, a Representative of holders of Bank
Indebtedness may give another Blockage Notice within such period.  In no event may the total number of days
during which any Payment Blockage Period is in effect extend beyond 179 days
from the date of receipt by the Trustee of the relevant Blockage Notice, and
there must be a 181 consecutive day period during any 360 consecutive day
period during which no Payment Blockage Period is in effect.


 


Section 1404.         Acceleration of Payment of Notes.  If payment of the Notes is accelerated
because of an Event of Default, the Company or the Trustee (at the expense and
request of the Company) shall promptly notify the holders of the Designated
Senior Indebtedness of the Company (or the Representative of such holders) of
the acceleration.  If any Designated
Senior Indebtedness of the Company is outstanding, such acceleration will not
be effective with respect to the Company until the time specified in Section 602,
and the Company may not pay the Notes until five Business Days after such
holders receive or the Representative of each Designated Senior Indebtedness of
the Company receives notice of such acceleration and, thereafter, the Company
may pay the Notes only if this Article XIV otherwise permits payment at
that time.


 


Section 1405.         When a Distribution Must Be Paid
Over.  If a distribution from the
Company is made to Holders that because of the provisions of this Article
XIV should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness of the
Company and pay it over to them as their interests may appear.


 


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Section 1406.         Subrogation.  After all Senior Indebtedness of the Company
is paid in full in cash and Cash Equivalents and until the Notes are paid in
full, Holders shall be subrogated to the rights of holders of Senior
Indebtedness of the Company to receive distributions applicable to such Senior
Indebtedness.  For purposes of such
subrogation, a distribution made under this Article XIV to holders of
Senior Indebtedness of the Company that otherwise would have been made to
Holders is not, as between the Company, its creditors other than the holders of
such Senior Indebtedness and Holders, a payment by the Company on such Senior
Indebtedness, it being understood that the provisions of this Article XIV
are and are intended solely for the purpose of defining the relative rights of
the Holders, on the one hand, and the holders of Senior Indebtedness of the
Company, on the other hand.


 


Section 1407.         Relative Rights.  This Article XIV defines the relative
rights of Holders and holders of Senior Indebtedness.  Nothing in this Indenture shall:


 


(i)            impair, as between the Company and
Holders, the obligation of the Company, which is absolute and unconditional, to
pay principal of and interest on the Notes in accordance with their terms; or


 


(ii)           prevent the Trustee or any Holder
from exercising its available remedies upon a Default, subject to the rights of
holders of Senior Indebtedness to receive distributions otherwise payable to
Holders.


 


Section 1408.         Subordination May Not Be Impaired by
the Company.  No right of any holder
of Senior Indebtedness of the Company to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or by its failure to comply with this Indenture.


 


Section 1409.         Rights of Trustee and Paying Agent.  The Company shall give prompt written notice
to the Trustee of any fact known to the Company that would prohibit the making
of any payment to or by the Trustee in respect of the Notes.  Failure to give such notice shall not affect
the subordination of the Notes to Senior Indebtedness of the Company.  Notwithstanding Section 1403, the
Trustee or Paying Agent may continue to make payments on the Notes and shall
not be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than two Business Days prior to
the date of such payment, a Trust Officer of the Trustee receives notice
satisfactory to it that such payments may not be made under this Article XIV.  The Company, the Note Registrar or co-registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness may give
the notice; provided, however, that, if an issue of Senior Indebtedness has a
Representative, only the Representative may give the notice.  The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself
to be a holder of any Senior Indebtedness (or a Representative of such holder)
to establish that such notice has been given by a holder of such Senior
Indebtedness or Representative thereof.


 


The Trustee in its
individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not the Trustee.  The Note Registrar and co-registrar


 


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and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the rights
set forth in this Article XIV with respect to any Senior Indebtedness
that may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness; and nothing in Article VII shall deprive the
Trustee of any of its rights as such holder. 
Nothing in this Article XIV shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 707.


 


Section 1410.         Distribution or Notice to
Representative.  Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).


 


Section 1411.         Article XIV Not to Prevent Events of
Default or Limit Right to Accelerate. 
The failure to make a payment pursuant to the Notes by reason of any
provision in this Article XIV shall not be construed as preventing the
occurrence of a Default.  Subject to Section 1404,
nothing in this Article XIV shall have any effect on the right of the
Holders or the Trustee to accelerate the maturity of the Notes.


 


Section 1412.         Trust Moneys Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article XII by the Trustee for the
payment of principal of and premium, if any, and interest on the Notes shall
not be subordinated to the prior payment of any Senior Indebtedness of the
Company or subject to the restrictions set forth in this Article XIV,
and none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other
creditor of the Company, so long as the deposit of money or U.S. Government
Obligations into such trust was made in accordance with the provisions of Article
XII and did not violate the provisions of this Article XIV at the
time such deposit was made.


 


Section 1413.         Trustee Entitled to Rely.  Upon any payment or distribution pursuant to
this Article XIV, the Trustee and the Holders shall be entitled to rely
(i) upon
any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 1402 are pending,
(ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Holders or (iii)
upon the Representatives for the holders of Senior Indebtedness for the purpose
of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XIV.  In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article XIV, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article
XIV, and, if such evidence is not furnished, the Trustee may defer any
payment to such


 


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Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of Sections
701 and 703 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XIV.


 


Section 1414.         Trustee to Effectuate Subordination.  Each Holder, by accepting a Note, authorizes
and directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Holders and the holders of Senior Indebtedness of the Company as provided
in this Article XIV and appoints the Trustee as attorney-in-fact for any
and all such purposes.


 


Section 1415.         Trustee Not Fiduciary for Holders of
Senior Indebtedness.  The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Holders or the Company or any other
Person money or assets to which any holders of Senior Indebtedness shall be
entitled by virtue of this Article XIV or otherwise.  With respect to the holders of Senior
Indebtedness of the Company, the Trustee undertakes to perform or to observe
only such of its covenants or obligations as are specifically set forth in this
Article XIV or Article XV and no implied covenants or obligations
with respect to holders of Senior Indebtedness of the Company shall be read
into this Indenture against the Trustee.


 


Section 1416.         Reliance by Holders of Senior
Indebtedness on Subordination Provisions. 
Each Holder, by accepting a Note, acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of the Company,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Notes, to acquire and continue to hold, or to continue to hold,
such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


 


Section 1417.         Trustee’s Compensation Not
Prejudiced.  Nothing in this Article XIV
shall apply to amounts due to the Trustee pursuant to other Sections of this
Indenture.


 


ARTICLE XV


 


SUBORDINATION OF
SUBSIDIARY GUARANTEES


 


Section 1501.         Agreement to Subordinate.  Each Subsidiary Guarantor agrees, and each
Noteholder, by accepting a Note, agrees, that each Subsidiary Guarantee will be
unsecured Senior Subordinated Indebtedness of the applicable Subsidiary
Guarantor, and all payments pursuant to such Subsidiary Guarantor’s Subsidiary
Guarantee made by or on behalf of such Subsidiary Guarantor are subordinated in
right of payment, to the extent and in the manner provided in this Article
XV, to the prior payment in full in cash or Cash Equivalents (when due) of
all existing and future Senior Indebtedness of such Subsidiary Guarantor, and
that the subordination is for the benefit of and enforceable by the holders of
Senior Indebtedness of such


 


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Subsidiary Guarantor.  Such
Subsidiary Guarantee shall in all respects rank pari passu in right of payment with all existing
and future Senior Subordinated Indebtedness of such Subsidiary Guarantor and
only Indebtedness of such Subsidiary Guarantor that is Senior Indebtedness
shall rank senior in right of payment to such Subsidiary Guarantee in
accordance with the provisions set forth herein.  All provisions of this Article XV
shall be subject to Section 1512.


 


Section 1502.         Liquidation, Dissolution or
Bankruptcy.  Upon any payment or
distribution of the assets of a Subsidiary Guarantor upon a total or partial
liquidation or dissolution or reorganization of or similar proceeding relating
to such Subsidiary Guarantor or its property, or in a bankruptcy, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor or its
property,


 


(i)            the holders of Senior Indebtedness
of such Subsidiary Guarantor will be entitled to receive payment in full in
cash or Cash Equivalents of such Senior Indebtedness before the Noteholders are
entitled to receive any payment from such Subsidiary Guarantor; and


 


(ii)           until the Senior Indebtedness of such
Subsidiary Guarantor is paid in full in cash or Cash Equivalents, any payment
or distribution from such Subsidiary Guarantor to which Noteholders would be
entitled but for this Article XV will be made to holders of such Senior
Indebtedness as their interests may appear except that Noteholders may receive
shares of stock and any debt securities that are subordinated to such Senior Indebtedness
to at least the same extent as the Subsidiary Guarantee of such Subsidiary
Guarantor.


 


Section 1503.         Default on Senior Indebtedness.  No Subsidiary Guarantor may make any payment
pursuant to its Subsidiary Guarantee or otherwise purchase, redeem or otherwise
retire or defease any Notes (collectively, “pay its Subsidiary Guarantee”)
if (i) any
Senior Indebtedness of such Subsidiary Guarantor is not paid in full in cash or
Cash Equivalents when and to the extent due (after giving effect to any applicable
grace periods) or (ii) any
other default on Senior Indebtedness of such Subsidiary Guarantor occurs and
the maturity of such Senior Indebtedness is accelerated in accordance with its
terms (either such event, a “Guarantor Payment Default”) unless, in
either case, (x) the Guarantor Payment
Default has been cured or waived and any such acceleration has been rescinded
in writing or (y) such Senior Indebtedness
has been paid in full in cash or Cash Equivalents; provided,
however, that a Subsidiary Guarantor may
pay its Subsidiary Guarantee without regard to the foregoing if such Guarantor
Payment Default relates to Designated Senior Indebtedness and such Subsidiary
Guarantor and the Trustee receive written notice approving such payment from
the Representative for the Designated Senior Indebtedness with respect to which
the Guarantor Payment Default has occurred and is continuing.


 


In addition, no
Subsidiary Guarantor may pay its Subsidiary Guarantee during the continuance of
a Payment Blockage Period after receipt by the Company and the Trustee of a
Blockage Notice under Section 1403. 
Notwithstanding the provisions described in the immediately preceding
sentence (but subject to the provisions of the first paragraph of this


 


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Section 1503), a Subsidiary
Guarantor shall promptly resume payments, if any are required, pursuant to its
Subsidiary Guarantee, including any missed payments, after such Payment
Blockage Period ends, unless the holders of such Designated Senior Indebtedness
have or the Representative of such holders has accelerated the maturity of such
Designated Senior Indebtedness, or any Payment Default otherwise exists.


 


In addition,
during the continuance of any default (other than a Guarantor Payment Default)
with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace period (a “Guarantor
Non-payment Default”), such Subsidiary Guarantor may not pay its Subsidiary
Guarantee for the period specified as follows (a “Guarantor Payment Blockage
Period”).  The Guarantor Payment
Blockage Period shall commence upon the receipt by the Trustee (with a copy to
such Subsidiary Guarantor) of written notice (a “Guarantor Blockage Notice”)
of such Guarantor Non-payment Default from the Representative for such
Designated Senior Indebtedness specifying an election to effect a Guarantor
Payment Blockage Period and shall end on the earliest to occur of the following
events:  (i) 179 days shall have elapsed since such receipt of
such Guarantor Blockage Notice, (ii) the
Guarantor Non-payment Default giving rise to such Guarantor Blockage Notice is
no longer continuing (and no other Guarantor Payment Default or Guarantor
Non-payment Default is then continuing), (iii) such
Designated Senior Indebtedness shall have been discharged or repaid in full in
cash or Cash Equivalents or (iv) such
Guarantor Payment Blockage Period shall have been terminated by written notice
to the Trustee and such Subsidiary Guarantor from the Person or Persons who
gave such Guarantor Blockage Notice.  A
Subsidiary Guarantor may pay its Subsidiary Guarantee, after such Guarantor
Payment Blockage Period ends, unless the holders of such Designated Senior
Indebtedness have or the Representative of such holders has accelerated the
maturity of such Designated Senior Indebtedness, or any Guarantor Payment
Default otherwise exists.  Not more than
one Guarantor Blockage Notice to a Subsidiary Guarantor in the aggregate may be
given in any 360 consecutive day period, irrespective of the number of defaults
with respect to Designated Senior Indebtedness of such Subsidiary Guarantor
during such period, except that if any Guarantor Blockage Notice within such
360-day period is given by or on behalf of any holders of Designated Senior
Indebtedness of such Subsidiary Guarantor other than Bank Indebtedness, a
Representative of holders of Bank Indebtedness that is Guaranteed by such
Subsidiary Guarantor may give another Guarantor Blockage Notice within such
period.  In no event may the total number
of days during which any Guarantor Payment Blockage Period is in effect extend
beyond 179 days from the date of receipt by the Trustee of the relevant
Guarantor Blockage Notice, and there must be a 181 consecutive day period
during any 360 consecutive day period during which no Guarantor Payment
Blockage Period is in effect.


 


Section 1504.         Acceleration of Payment of Notes.  If payment of the Notes is accelerated
because of an Event of Default, the relevant Subsidiary Guarantor or the
Trustee (at the expense and request of such Subsidiary Guarantor) shall promptly
notify the holders of the Designated Senior Indebtedness of such Subsidiary
Guarantor (or the Representative of such holders) of the acceleration.  If any Designated Senior Indebtedness of a
Subsidiary Guarantor is


 


125

















 


outstanding, any demand for payment under such Subsidiary Guarantee
will not be effective with respect to such Subsidiary Guarantor, and such
Subsidiary Guarantor may not pay its Subsidiary Guarantee, until five Business
Days after such holders receive or the Representative of each Designated Senior
Indebtedness of such Subsidiary Guarantor receives notice of such demand and,
thereafter, such Subsidiary Guarantor may pay its Subsidiary Guarantee only if
this Article XV otherwise permits payment at that time.  If a demand for payment is made on a
Subsidiary Guarantor pursuant to Article XIII, the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness of such
Subsidiary Guarantor (or their Representatives) of such demand.


 


Section 1505.         When a Distribution Must Be Paid
Over.  If a distribution from a
Subsidiary Guarantor is made to Holders that because of the provisions of this Article
XV should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness and pay
it over to them as their interests may appear.


 


Section 1506.         Subrogation.  After all Senior Indebtedness of a Subsidiary
Guarantor is paid in full in cash or Cash Equivalents and until the Notes are
paid in full, Holders shall be subrogated to the rights of holders of Senior
Indebtedness of such Subsidiary Guarantor to receive distributions applicable
to such Senior Indebtedness.  For
purposes of such subrogation, a distribution made under this Article XV
to holders of Senior Indebtedness of a Subsidiary Guarantor that otherwise
would have been made to Holders is not, as between such Subsidiary Guarantor,
its creditors other than the holders of such Senior Indebtedness, and Holders,
a payment by such Subsidiary Guarantor on such Senior Indebtedness, it being
understood that the provisions of this Article XV are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the holders of Senior Indebtedness of Subsidiary Guarantors, on
the other hand.


 


Section 1507.         Relative Rights.  This Article XV defines the relative
rights of Holders and holders of Senior Indebtedness of each Subsidiary
Guarantor.  Nothing in this Indenture
shall:


 


(i)            impair, as between a Subsidiary
Guarantor and Holders, the obligation of such Subsidiary Guarantor, which is
absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms; or


 


(ii)           prevent the Trustee or any Holder
from exercising its available remedies upon a Default, subject to the rights of
holders of Senior Indebtedness of a Subsidiary Guarantor to receive
distributions otherwise payable to Holders.


 


Section 1508.         Subordination
May Not Be Impaired by Subsidiary Guarantors.  No right of any holder of Senior Indebtedness
of a Subsidiary Guarantor to enforce the subordination of the payments pursuant
to its Subsidiary Guarantee shall be impaired by any act or failure to act by
such Subsidiary Guarantor or by its failure to comply with this Indenture.


 


126

















 


Section 1509.         Rights of Trustee and Paying Agent.  A Subsidiary Guarantor shall give prompt
written notice to the Trustee of any fact known to it that would prohibit the
making of any payment to or by the Trustee in respect of its Subsidiary
Guarantee.  Failure to give such notice
shall not affect the subordination of the payments pursuant to its Subsidiary
Guarantee to Senior Indebtedness of such Subsidiary Guarantor.  Notwithstanding Section 1503, the
Trustee or Paying Agent may continue to make payments pursuant to such
Subsidiary Guarantee and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of
the Trustee receives notice satisfactory to it that such payments may not be
made under this Article XV.  The
Company, a Subsidiary Guarantor, the Note Registrar or co-registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness of a Subsidiary
Guarantor may give the notice; provided,
however, that, if an issue of Senior
Indebtedness of a Subsidiary Guarantor has a Representative, only the
Representative may give the notice.  The
Trustee shall be entitled to rely on the delivery to it of a written notice by
a Person representing himself or itself to be a holder of any Senior
Indebtedness of a Subsidiary Guarantor (or a Representative of such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or Representative thereof.


 


The Trustee, in
its individual or any other capacity, may hold Senior Indebtedness of a
Subsidiary Guarantor with the same rights it would have if it were not Trustee.  The Note Registrar and co-registrar and the
Paying Agent may do the same with like rights. 
The Trustee shall be entitled to all the rights set forth in this Article
XV with respect to any Senior Indebtedness of a Subsidiary Guarantor which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness of such Subsidiary Guarantor; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XV shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 707.


 


Section 1510.         Distribution or Notice to
Representative.  Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of a Subsidiary Guarantor, the distribution may be made and the notice given to
their Representative (if any).


 


Section 1511.         Article XV Not to Prevent Events of
Default or Limit Right to Accelerate. 
The failure to make a payment pursuant to a Subsidiary Guarantee by
reason of any provision in this Article XV shall not be construed as
preventing the occurrence of a Default. 
Nothing in this Article XV shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of the Notes or make a
demand for payment on any Subsidiary Guarantor pursuant to Article XIII
or the relevant Subsidiary Guarantee.


 


127

















 


Section 1512.         Trust Moneys Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article XII by the Trustee for the
payment of principal, premium, if any, or interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness of any Subsidiary
Guarantor or subject to the restrictions set forth in this Article XV,
and none of the Holders shall be obligated to pay over any such amount to any
Subsidiary Guarantor or any holder of Senior Indebtedness of any Subsidiary
Guarantor or any other creditor of any Subsidiary Guarantor, so long as the
deposit of money or U.S. Government Obligations into such trust was made in
accordance with the provisions of Article XII and did not violate the
provisions of this Article XV at the time such deposit was made.


 


Section 1513.         Trustee Entitled to Rely.  Upon any payment or distribution pursuant to
this Article XV, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 1502
are pending, (ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Holders or (iii)
upon the Representatives for the holders of Senior Indebtedness of any
Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other Indebtedness of such Subsidiary Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XV.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article XV,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of Sections
701 and 703 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XV.


 


Section 1514.         Trustee to Effectuate Subordination.  Each Holder, by accepting a Note, authorizes
and directs the Trustee on such Holder’s behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Holders and the holders of Senior Indebtedness of any Subsidiary Guarantor
as provided in this Article XV and appoints the Trustee as attorney-in-fact
for any and all such purposes.


 


Section 1515.         Trustee Not Fiduciary for Holders of
Senior Indebtedness.  The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of any Subsidiary Guarantor and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or the Company
or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article XV or
otherwise.  With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this Article
XV and no


 


128

















 


implied covenants or obligations with respect to holders of Senior
Indebtedness of any Subsidiary Guarantor shall be read into this Indenture
against the Trustee.


 


Section 1516.         Reliance by Holders of Senior
Indebtedness on Subordination Provisions. 
Each Holder, by accepting a Note, acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of any Subsidiary
Guarantor, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.


 


Section 1517.         Trustee’s Compensation Not
Prejudiced.  Nothing in this Article XV
shall apply to amounts due to the Trustee pursuant to other Sections of this
Indenture.


 


129

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all
as of the date first written above.


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David H. Wasserman

  
	
   

  	
  Name:

  	
  David H. Wasserman

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph P. O’Donnell

  
	
   

  	
  Name:

  	
  Joseph P. O’Donnell

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


Signature Page to
Indenture in respect of Senior Subordinated Notes


 














EXHIBIT A


 


Form of Initial Note(1)


(FACE
OF NOTE)


 


CCMG
ACQUISITION CORPORATION


 


 


10.5%
Senior Subordinated Notes due 2016


 


CUSIP No. 428040
BY 4(2)/U42804 AC 5(3)

No.                                       $                 


 


CCMG Acquisition
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (and its successors and assigns, including The Hertz
Corporation, a Delaware corporation) (the “Company”), promises to pay to
                                                ,
or registered assigns, the principal sum of $                                
([                                ]
United States Dollars) [(or such lesser or greater amount as shall be
outstanding hereunder from time to time in accordance with Sections 312 and 313
of the Indenture referred to on the reverse hereof)](4) (the “Principal
Amount”) on January 1, 2016.  The
Company promises to pay interest semi-annually in arrears on January 1
and July 1 in each year, commencing July 1, 2006, at the rate of 10.5% per
annum (subject to adjustment as provided below), until the Principal Amount is
paid or made available for payment. [Interest on this Note will accrue from the
most recent date to which interest on this Note or any of its Predecessor Notes
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date.](5)  [Interest on this Note
will accrue (or will be deemed to have accrued) from the most recent date to
which interest on this Note or any of its Predecessor Notes has been paid or
duly provided for or, if no such interest has been paid, from                     ,
        (6).](7)  Interest on the Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.  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 Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the December 15 or June 15 (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 will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the


 






(1)               Insert any
applicable legends from Article II.


(2)               Insert for Rule
144A Note only


(3)               Insert for
Regulation S Note only


(4)               Include only if the
Note is issued in global form.


(5)               Include only for
Original Notes.


(6)               Insert the Interest
Payment Date immediately preceding the date of issuance of the applicable
Additional Notes, or if the date of issuance of such Additional Notes is an
Interest Payment Date, such date of issuance.


(7)               Include only for
Additional Notes.


 


A-1

















 


close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not more than 15 days nor less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


[The Holder of
this Note is entitled to the benefits of the Exchange and Registration Rights
Agreement, dated December 21, 2005, among the Company and the initial
purchasers named therein (the “Registration Rights Agreement”).  Until (i) this
Note has been exchanged for an Exchange Security (as defined in the
Registration Rights Agreement) in an Exchange Offer (as defined in the
Registration Rights Agreement); (ii) a
Shelf Registration Statement (as defined in the Registration Rights Agreement)
registering this Note under the Securities Act has been declared or becomes
effective and this Note has been sold or otherwise transferred by the holder
thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) this
Note is sold pursuant to Rule 144 under circumstances in which any legend borne
by this Note relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture referred to on the reverse hereof; or (iv) this
Note is eligible to be sold pursuant to paragraph (k) of Rule 144:  From and including the date on which a Registration
Default  (as defined below) shall occur
to but excluding the date on which such Registration Default has been cured,
additional interest will accrue on this Note until such time as all
Registration Defaults have been cured at the rate of (a) prior
to the 91st day of such period (for so long as such period is
continuing), 0.25% per annum and (b) thereafter
(so long as such period is continuing), 0.50% per annum.  Any such additional interest shall not exceed
such respective rates for such respective periods, and shall not in any event
exceed 0.50% per annum in the aggregate, regardless of the number of
Registration Defaults that shall have occurred and be continuing.  Any such additional interest shall be paid in
the same manner and on the same dates as interest payments in respect of this
Note.  Following the cure of all
Registration Defaults, the accrual of such additional interest will cease.  A Registration Default under clause (iii) or
(iv) below will be deemed cured upon consummation of the Exchange Offer in the
case of a Shelf Registration Statement required to be filed due to a failure to
consummate the Exchange Offer within the required time period.  For purposes of the foregoing, each of the
following events, as more particularly defined in the Registration Rights
Agreement, is a “Registration Default”: 
(i) the Exchange Registration
Statement has not become effective or been declared effective on or before
360 days after the Issue Date; (ii) the
Exchange Offer has not been consummated within 390 days after the Issue Date; (iii) if a Shelf Registration Statement required by the
Registration Rights Agreement is not declared effective by the SEC on or before
360 days after the date on which the obligation to file the Shelf Registration
Statement arises or (iv) if any Shelf Registration Statement required by the
Registration Rights Agreement is filed and declared effective, and during the
period the Company is required to use its commercially reasonable efforts to
cause the Shelf Registration Statement to remain effective, (1) the Company shall have suspended the Shelf
Registration Statement for more than 60 days in the aggregate in any
consecutive twelve-month period and be continuing to suspend the availability
of the Shelf Registration Statement, or (2) the
Shelf


 


A-2

















 


Registration Statement ceases to be effective (other than by action of
the Company) without being replaced within 90 days by a Shelf Registration
Statement that is filed and declared effective.](8) (9)


 


Payment of the
principal of (and premium, if any) and interest on this Note will be made at
the Corporate Trust Office of the Trustee, or such other office or agency of
the Company maintained for that purpose; provided,
however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register.


 


Reference is
hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 






(8)               Include only for
Initial Note when required by the Registration Rights Agreement.


(9)               For an Initial
Additional Note, add any similar provision, if any, as may be agreed by the
Issuers with respect to additional interest on such Initial Additional Note.


 


A-3

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


 


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-4

















 


This is one of the
Notes referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


Dated:


 


A-5

















 


(REVERSE OF NOTE)


 


This Note is one
of the duly authorized issue of 10.5% Senior Subordinated Notes due 2016 of the
Company (herein called the “Notes”), issued under an Indenture, dated as
of December 21, 2005 (herein called the “Indenture,” which term shall
have the meanings assigned to it in such instrument), among the Company, as
issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells
Fargo Bank, National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, any
other obligor upon this Note, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect from
time to time (the “TIA”).  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. 
Additional Notes may be issued under the Indenture which will vote as a
class with the Notes and otherwise be treated as Notes for purposes of the
Indenture.


 


All terms used in
this Note that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


This Note may
hereafter be entitled to certain other senior subordinated Subsidiary
Guarantees made for the benefit of the Holders. 
Reference is made to Article XIII of the Indenture for terms relating to
such Subsidiary Guarantees, including the release, termination and discharge
thereof.  Neither the Company nor any
Subsidiary Guarantor shall be required to make any notation on this Note to
reflect any Subsidiary Guarantee or any such release, termination or discharge.


 


The Notes are
subordinated to Senior Indebtedness of the Company, as defined in the
Indenture, and the Subsidiary Guarantees are subordinated to Senior
Indebtedness of the relevant Subsidiary Guarantor, as defined in the Indenture.  To the extent provided in the Indenture,
Senior Indebtedness must be paid in full in cash or Cash Equivalents before the
Notes or the relevant Subsidiary Guarantee may be paid.  The Company and the Subsidiary Guarantors
agree, and each Noteholder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purposes.


 


The Notes will be
redeemable, at the Company’s option, in whole or in part, at any time and from
time to time on and after January 1, 2011 and prior to maturity at the
applicable redemption price set forth below. Such redemption may be made upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture.  The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be
performed by another Person.  Any such
redemption and notice may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a


 


A-6

















 


Change of Control.  The Notes
will be so redeemable at the following redemption prices (expressed as a
percentage of principal amount), plus
accrued and unpaid interest, if any, to the relevant Redemption Date (subject
to the right of Holders of record on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the 12-month period commencing on January 1 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2011

  	
   

  	
  105.250

  	
  %

  
	
  2012

  	
   

  	
  103.500

  	
  %

  
	
  2013

  	
   

  	
  101.750

  	
  %

  
	
  2014 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, at
any time and from time to time on or prior to January 1, 2009, the Company at
its option may redeem Notes in an aggregate principal amount equal to up to 35%
of the original aggregate principal amount of Notes (including the principal
amount of any Additional Notes), with funds in an equal aggregate amount not
exceeding the aggregate proceeds of one or more Equity Offerings, at a
redemption price (expressed as a percentage of principal amount thereof) of
110.500%, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date); provided,
however, that an aggregate
principal amount of Notes equal to at least 65% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes) must remain outstanding after each such redemption.  The Company may make such redemption upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the
completion of the related Equity Offering). 
The Company may provide in such notice that payment of the redemption
price and performance of the Company’s obligations with respect to such redemption
may be performed by another Person.  Any
such notice may be given prior to the completion of the related Equity
Offering, and any such redemption or notice may, at the Company’s discretion,
be subject to the satisfaction of one or more conditions precedent, including
the completion of the related Equity Offering.


 


At any time prior
to January 1, 2011, Notes may also be redeemed or purchased (by the Company or
any other Person) in whole or in part, at the Company’s option, at a price
equal to 100% of the principal amount thereof plus
the Applicable Premium as of, and accrued but unpaid interest, if any, to, the
Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Such redemption or purchase may be made upon notice mailed by first-class mail
to each Holder’s registered address in accordance with the Indenture.  The Company may provide in such notice that
payment of the Redemption Price and performance of the Company’s obligations
with respect to such redemption or purchase may be performed by another
Person.  Any such redemption, purchase or
notice may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including but not limited to the occurrence of a
Change of Control.


 


A-7

















 


The Indenture
provides that, upon the occurrence after the Issue Date of a Change of Control,
each Holder will have the right to require that the Company repurchase all or
any part of such Holder’s Notes at a purchase price in cash equal to 101% of
the principal amount thereof plus
accrued and unpaid interest, if any, to the date of such repurchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date); provided,
however, that the Company shall
not be obligated to repurchase Notes in the event it has exercised its right to
redeem all the Notes as described above.


 


The Notes will not
be entitled to the benefit of a sinking fund.


 


The Indenture
contains provisions for defeasance at any time of the entire Indebtedness of
this Note or certain restrictive covenants and certain Events of Default with
respect to this Note, in each case upon compliance with certain conditions set
forth in the Indenture.


 


If an Event of
Default with respect to the Notes shall occur and be continuing, the principal
of and accrued but unpaid interest on the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes to be effected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in principal amount of the Notes at the time Outstanding to be effected.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not
have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Notes, the Holders of not less
than 30% in principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to pursue such remedy in respect of such
Event of Default as Trustee and offered the Trustee reasonable security or
indemnity against any loss, liability or expense, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes at
the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 


A-8

















 


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 any premium and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in a Place of
Payment, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Note Registrar duly executed by,
the Holder hereof or such Holder’s attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Notes are
issuable only in fully registered form without coupons in minimum denominations
of $2,000 and any integral multiple of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge
shall be made for any such registration, transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable in connection therewith.


 


Prior to due
presentment of this Note for registration or transfer, the Company,  any other obligor in respect of this Note,
the Trustee and any agent of the Company, such other obligor or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Company, any
other obligor upon this Note, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


No director,
officer, employee, incorporator or stockholder, as such, of the Company, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability
for any obligation of the Company, or any Subsidiary Guarantor under the
Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in
respect of, or by reason of, any such obligation or its creation.  Each Holder, by accepting this Note, hereby
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.


 


THE INDENTURE AND
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.  THE TRUSTEE, THE
COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF
THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE, THE NOTES OR THE SUBSIDIARY GUARANTEES.


 


A-9

















 


[FORM OF CERTIFICATE OF TRANSFER]


 


FOR VALUE RECEIVED
the undersigned holder hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer
Identification No.


 


 


(Please print or
typewrite name and address including zip code of assignee)


 


	
   

  	
   

  
	
   

  	
   

  



 


the within Note
and all rights thereunder, hereby irrevocably constituting and appointing


 


	
   

  	
   

  



 


attorney to
transfer such Note on the books of the Company with full power of substitution
in the premises.


 


Check One


 


	
  o
  (a)

  	
  this Note is being
  transferred in compliance with the exemption from registration under the
  Securities Act of 1933, as amended, provided by Rule 144A thereunder.

  
	
   

  	
   

  
	
  or

  
	
   

  	
   

  
	
  o
  (b)

  	
  this Note is being
  transferred other than in accordance with (a) above and documents are being
  furnished which comply with the conditions of transfer set forth in this Note
  and the Indenture.

  



 


If neither of the
foregoing boxes is checked, the Trustee or other Note Registrar shall not be
obligated to register this Note in the name of any Person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 313 of the Indenture shall have been
satisfied.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-10

















 


	
   

  	
  NOTICE: The signature
  to this assignment must correspond with the name as written upon the
  face of the within-mentioned instrument in every particular, without
  alteration or any change whatsoever.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
			



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


A-11

















 


TO BE COMPLETED BY
PURCHASER IF (a) ABOVE IS CHECKED.


 


The undersigned
represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
  To be executed by an
  executive

  
	
   

  	
  officer

  
						



 


A-12

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to
have this Note purchased by the Company pursuant to Section 411 or
415 of the Indenture, check the box:  o.


 


If you wish to
have a portion of this Note purchased by the Company pursuant to Section 411
or 415 of the Indenture, state the amount (in principal amount) below:


 


$                               


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

  
	
  (Sign exactly as your
  name appears on the other side of this Note)

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


A-13

















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The following increases or decreases in this Global Note have been
made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decreases in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of increases in

  Principal

  Amount of this Global

  Note

  	
   

  	
  Principal amount

  of this Global Note

  following such decreases or

  increases

  	
   

  	
  Signature

  of authorized officer of 

  Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-14

















 


EXHIBIT B


 


Form of Exchange Note(10)


(FACE
OF NOTE)


 


CCMG
ACQUISITION CORPORATION


 


10.5%
Senior Subordinated Notes due 2016


 


CUSIP No. 428040
CA5

No.                     $
                


 


CCMG Acquisition
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (and its successors and assigns, including The Hertz
Corporation, a Delaware corporation) (the “Company”), promises to pay to
                                                ,
or registered assigns, the principal sum of $                                
([                                ]
United States Dollars) [(or such lesser or greater amount as shall be
outstanding hereunder from time to time in accordance with Sections 312 and 313
of the Indenture referred to on the reverse hereof)](11) (the “Principal
Amount”) on January 1, 2016.  The
Company promises to pay interest semi-annually in arrears on January 1
and July 1 in each year, commencing July 1, 2006, at the rate of 10.5% per
annum, except that interest accrued on this Note for periods prior to the date
on which the Initial Note was surrendered in exchange for this Note will accrue
at the rate or rates borne by such Initial Note from time to time during such
periods, until the Principal Amount is paid or made available for payment.
[Interest on this Note will accrue from the most recent date to which interest
on this Note or any of its Predecessor Notes has been paid or duly provided for
or, if no interest has been paid, from the Issue Date.](12)  [Interest on this Note will accrue (or will
be deemed to have accrued) from the most recent date to which interest on this
Note or any of its Predecessor Notes has been paid or duly provided for or, if
no such interest has been paid, from               ,
        (13).](14)  Interest on the Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.  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 Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the December 15 or June 15 (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 will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed


 






(10)                  Insert any
applicable legends from Article II.


(11)                  Include only if
the Note is issued in global form.


(12)                  Include only for
Original Notes.


(13)                  Insert the
Interest Payment Date immediately preceding the date of issuance of the
applicable Additional Notes, or if the date of issuance of such Additional
Notes is an Interest Payment Date, such date of issuance.


(14)                  Include only for
Exchange Notes issued in the exchange for Additional Notes.


 


B-1

















 


by the Trustee, notice whereof shall be given to Holders of Notes not
more than 15 days nor less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


Payment of the
principal of (and premium, if any) and interest on this Note will be made at
the Corporate Trust Office of the Trustee, or such other office or agency of
the Company maintained for that purpose; provided,
however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register.


 


Reference is
hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


B-2

















 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


 


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


B-3

















 


This is one of the
Notes referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


Dated:


 


B-4

















 


(REVERSE OF NOTE)


 


This Note is one
of the duly authorized issue of 10.5% Senior Subordinated Notes due 2016 of the
Company (herein called the “Notes”), issued under an Indenture, dated as
of December 21, 2005 (herein called the “Indenture,” which term shall
have the meanings assigned to it in such instrument), among the Company, as
issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells
Fargo Bank, National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, any other
obligor upon this Note, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and
delivered.  The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect from
time to time (the “TIA”).  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. 
Additional Notes may be issued under the Indenture which will vote as a
class with the Notes and otherwise be treated as Notes for purposes of the
Indenture.


 


All terms used in
this Note that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


This Note may
hereafter be entitled to certain other senior subordinated Subsidiary
Guarantees made for the benefit of the Holders. 
Reference is made to Article XIII of the Indenture for terms relating to
such Subsidiary Guarantees, including the release, termination and discharge
thereof.  Neither the Company nor any
Subsidiary Guarantor shall be required to make any notation on this Note to
reflect any Subsidiary Guarantee or any such release, termination or discharge.


 


The Notes are
subordinated to Senior Indebtedness of the Company, as defined in the
Indenture, and the Subsidiary Guarantees are subordinated to Senior
Indebtedness of the relevant Subsidiary Guarantor, as defined in the
Indenture.  To the extent provided in the
Indenture, Senior Indebtedness must be paid in full in cash or Cash Equivalents
before the Notes or the relevant Subsidiary Guarantee may be paid.  The Company and the Subsidiary Guarantors
agree, and each Noteholder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purposes.


 


The Notes will be
redeemable, at the Company’s option, in whole or in part, at any time and from
time to time on and after January 1, 2011 and prior to maturity at the
applicable redemption price set forth below. Such redemption may be made upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture.  The
Company may provide in such notice that payment of the redemption price and the
performance of the Company’s obligations with respect to such redemption may be
performed by another Person.  Any such
redemption and notice may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a


 


B-5

















 


Change of Control.  The Notes
will be so redeemable at the following redemption prices (expressed as a percentage
of principal amount), plus
accrued and unpaid interest, if any, to the relevant Redemption Date (subject
to the right of Holders of record on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the 12-month period commencing on January 1 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2011

  	
   

  	
  105.250

  	
  %

  
	
  2012

  	
   

  	
  103.500

  	
  %

  
	
  2013

  	
   

  	
  101.750

  	
  %

  
	
  2014 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, at
any time and from time to time on or prior to January 1, 2009, the Company at
its option may redeem Notes in an aggregate principal amount equal to up to 35%
of the original aggregate principal amount of Notes (including the principal
amount of any Additional Notes), with funds in an equal aggregate amount not
exceeding the aggregate proceeds of one or more Equity Offerings, at a
redemption price (expressed as a percentage of principal amount thereof) of
110.500%, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date); provided,
however, that an aggregate
principal amount of Notes equal to at least 65% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes) must remain outstanding after each such redemption.  The Company may make such redemption upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the
completion of the related Equity Offering). 
The Company may provide in such notice that payment of the redemption
price and performance of the Company’s obligations with respect to such
redemption may be performed by another Person. 
Any such notice may be given prior to the completion of the related
Equity Offering, and any such redemption or notice may, at the Company’s
discretion, be subject to the satisfaction of one or more conditions precedent,
including the completion of the related Equity Offering.


 


At any time prior
to January 1, 2011, Notes may also be redeemed or purchased (by the Company or
any other Person) in whole or in part, at the Company’s option, at a price
equal to 100% of the principal amount thereof plus
the Applicable Premium as of, and accrued but unpaid interest, if any, to, the
Redemption Date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Such redemption or purchase may be made upon notice mailed by first-class mail
to each Holder’s registered address in accordance with the Indenture.  The Company may provide in such notice that
payment of the Redemption Price and performance of the Company’s obligations
with respect to such redemption or purchase may be performed by another
Person.  Any such redemption, purchase or
notice may, at the Company’s discretion, be subject to the satisfaction of one
or more conditions precedent, including but not limited to the occurrence of a
Change of Control.


 


B-6

















 


The Indenture
provides that, upon the occurrence after the Issue Date of a Change of Control,
each Holder will have the right to require that the Company repurchase all or any
part of such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof plus
accrued and unpaid interest, if any, to the date of such repurchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date); provided,
however, that the Company shall
not be obligated to repurchase Notes in the event it has exercised its right to
redeem all the Notes as described above.


 


The Notes will not
be entitled to the benefit of a sinking fund.


 


The Indenture
contains provisions for defeasance at any time of the entire Indebtedness of
this Note or certain restrictive covenants and certain Events of Default with
respect to this Note, in each case upon compliance with certain conditions set
forth in the Indenture.


 


If an Event of
Default with respect to the Notes shall occur and be continuing, the principal
of and accrued but unpaid interest on the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Notes to be effected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in principal amount of the Notes at the time Outstanding to be affected.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not
have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Notes, the Holders of not less
than 30% in principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to pursue such remedy in respect of such
Event of Default as Trustee and offered the Trustee reasonable security or
indemnity against any loss, liability or expense, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes at
the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of security or indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 


B-7

















 


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 any premium and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in a Place of
Payment, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Note Registrar duly executed by,
the Holder hereof or such Holder’s attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Notes are
issuable only in fully registered form without coupons in minimum denominations
of $2,000 and any integral multiple of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge
shall be made for any such registration, transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
governmental charge payable in connection therewith.


 


Prior to due
presentment of this Note for registration or transfer, the Company,  any other obligor in respect of this Note,
the Trustee and any agent of the Company, such other obligor or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Company, any
other obligor upon this Note, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


No director,
officer, employee, incorporator or stockholder, as such, of the Company, any
Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability
for any obligation of the Company, or any Subsidiary Guarantor under the
Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in
respect of, or by reason of, any such obligation or its creation.  Each Holder, by accepting this Note, hereby
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.


 


THE INDENTURE AND
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.  THE TRUSTEE, THE
COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF
THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED
STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE, THE NOTES OR THE SUBSIDIARY GUARANTEES.


 


B-8

















 


[FORM OF CERTIFICATE OF TRANSFER]


 


FOR VALUE RECEIVED
the undersigned holder hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer
Identification No.


 


 


(Please print or
typewrite name and address including zip code of assignee)


 


	
   

  	
   

  
	
   

  	
   

  



 


the within Note
and all rights thereunder, hereby irrevocably constituting and appointing


 


	
   

  	
   

  



 


attorney to
transfer such Note on the books of the Company with full power of substitution
in the premises.


 


	
   

  	
  NOTICE: The signature
  to this assignment must correspond with the name as written upon the
  face of the within-mentioned instrument in every particular, without
  alteration or any change whatsoever.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
				



 


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


B-9

















 


OPTION OF HOLDER
TO ELECT PURCHASE


 


If you wish to
have this Note purchased by the Company pursuant to Section 411 or
415 of the Indenture, check the box:  o.


 


If you wish to
have a portion of this Note purchased by the Company pursuant to Section 411
or 415 of the Indenture, state the amount (in principal amount) below:


 


$
                              


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

  
	
  (Sign exactly as your
  name appears on the other side of this Note)

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
							



 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


B-10

















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The following increases or decreases in this Global Note have been
made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decreases in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of increases in

  Principal

  Amount of this Global

  Note

  	
   

  	
  Principal amount

  of this Global Note

  following such decreases or

  increases

  	
   

  	
  Signature

  of authorized officer of 

  Trustee or Notes

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-11

















 


EXHIBIT C


 


Form of
Certificate of Beneficial Ownership


 


On or after [                    ],
20[  ]


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

213 Court Street

Suite 703

Middletown, Connecticut 06457


 


Attention: Corporate Trust
Department


 


Re:                                [The
Hertz Corporation] (the “Company”)


 


10.5%
Senior Subordinated Notes due 2016 (the “Notes”)


 


Ladies and Gentlemen:


 


This letter relates to $                
principal amount of Notes represented by the offshore [temporary] global note
certificate (the “[Temporary] Regulation S Global Note”).  Pursuant to Section 313(3) of the
Indenture dated as of
[                    ],
2005 relating to the Notes (the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount
of Notes represented by the [Temporary] Regulation S Global Note and (2) we are either (i) a
Non-U.S. Person to whom the Notes could be transferred in accordance with Rule
903 or 904 of Regulation S (“Regulation S”) promulgated under the
Securities Act of 1933, as amended (the “Act”) or (ii) a
U.S. Person who purchased securities in a transaction that did not require
registration under the Act.


 


You, the Company and
counsel for the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in Regulation
S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Holder]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


C-1

















 


EXHIBIT D


 


Form of Regulation
S Certificate


 


Regulation S
Certificate


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

213 Court Street

Suite 703

Middletown, Connecticut 06457


 


Attention: Corporate
Trust Department


 


Re:                                [The
Hertz Corporation] (the “Company”)


 


10.5%
Senior Subordinated Notes due 2016 (the “Notes”)


 


Ladies and
Gentlemen:


 


In connection with our
proposed sale of $                
aggregate principal amount of Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly, we hereby certify as follows:


 


1.  The offer of the Notes was not made to a
person in the United States (unless such person or the account held by it for
which it is acting is excluded from the definition of “U.S. person” pursuant to
Rule 902(k) of Regulation S under the circumstances described in Rule 902(h)(3)
of Regulation S) or specifically targeted at an identifiable group of U.S.
citizens abroad.


 


2.  Either (a) at the
time the buy order was originated, the buyer was outside the United States or
we and any person acting on our behalf reasonably believed that the buyer was
outside the United States or (b) the
transaction was executed in, on or through the facilities of a designated
offshore securities market, and neither we nor any person acting on our behalf
knows that the transaction was pre-arranged with a buyer in the United States.


 


3.  No directed selling efforts have been made in
the United States in contravention of the requirements of Rule 903(a)(2) or
Rule 904(a)(2) of Regulation S, as applicable.


 


4.  The proposed transfer of Notes is not part of
a plan or scheme to evade the registration requirements of the Securities Act.


 


5.  If we are a dealer or a person receiving a
selling concession or other fee or remuneration in respect of the Notes, and
the proposed transfer takes place before end of the distribution compliance
period under Regulation S, or we are an officer or


 


D-1

















 


director of the Company
or a distributor, we certify that the proposed transfer is being made in
accordance with the provisions of Rules 903 and 904 of Regulation S.


 


6.  If the proposed transfer takes place before
the end of the distribution compliance period under Regulation S, the
beneficial interest in the Notes so transferred will be held immediately
thereafter through Euroclear (as defined in such Indenture) or Clearstream (as
defined in such Indenture).


 


7.  We have advised the transferee of the
transfer restrictions applicable to the Notes.


 


You, the Company and
counsel for the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in Regulation
S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF SELLER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  



 


Date of this
Certificate:                                
    , 20    


 


D-2

















 


EXHIBIT E


 


Form of Supplemental Indenture in Respect of Subsidiary Guarantee


 


SUPPLEMENTAL
INDENTURE, dated as of [                  ]
(this “Supplemental Indenture”), among [name of Guarantor(s)] (the “Subsidiary
Guarantor(s)”), [The Hertz Corporation, a corporation duly organized and
existing under the laws of the State of Delaware and successor in interest to
CCMG Acquisition Corporation] (together with its respective successors and
assigns, the “Company”), and each other then existing Subsidiary
Guarantor under the Indenture referred to below (the “Existing Guarantors”),
and Wells Fargo Bank, National Association, as Trustee under the Indenture
referred to below.


 


W I T N E S S E T
H:


 


WHEREAS, the
Company, any Existing Guarantors and the Trustee have heretofore become parties
to an Indenture, dated as of December 21, 2005 (as amended, supplemented,
waived or otherwise modified, the “Indenture”), providing for the
issuance of 10.5% Senior Subordinated Notes due 2016 of the Company (the “Notes”);


 


WHEREAS,
Section 1308 of the Indenture provides that the Company is required to
cause the Subsidiary Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Subsidiary Guarantors shall
guarantee the Company’s Subsidiary Guaranteed Obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein
and in Article XIII of the Indenture;


 


WHEREAS, each
Subsidiary Guarantor desires to enter into such supplemental indenture for good
and valuable consideration, including substantial economic benefit in that the
financial performance and condition of such Subsidiary Guarantor is dependent
on the financial performance and condition of the Company, the obligations
hereunder of which such Subsidiary Guarantor has guaranteed, and on such
Subsidiary Guarantor’s access to working capital through the Company’s access
to revolving credit borrowings under the Senior Credit Agreements; and


 


WHEREAS, pursuant
to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without
the consent of any Holder;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Subsidiary Guarantors, the
Company, the Existing Guarantors and the Trustee mutually covenant and agree
for the benefit of the Holders of the Notes as follows:


 


1.  Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.


 


E-1

















 


2.  Agreement to Guarantee.  [The] [Each] Subsidiary Guarantor hereby
agrees, jointly and severally with [all] [any] other Subsidiary Guarantors and
fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations
under the Indenture and the Notes on the terms and subject to the conditions
set forth in Article XIII of the Indenture and to be bound by (and shall be
entitled to the benefits of) all other applicable provisions of the Indenture
as a Subsidiary Guarantor.  The
Subsidiary Guarantee of each Subsidiary Guarantor is subject to the
subordination provisions of the Indenture.


 


3.  Termination, Release and Discharge.  [The] [Each] Subsidiary Guarantor’s
Subsidiary Guarantee shall terminate and be of no further force or effect, and
[the] [each] Subsidiary Guarantor shall be released and discharged from all
obligations in respect of such Subsidiary Guarantee, as and when provided in
Section 1303 of the Indenture.


 


4.  Parties.  Nothing in this Supplemental Indenture is
intended or shall be construed to give any Person, other than the Holders and
the Trustee, any legal or equitable right, remedy or claim under or in respect
of [the] [each] Subsidiary Guarantor’s Subsidiary Guarantee or any provision
contained herein or in Article XIII of the Indenture.


 


5.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


6.  Ratification of Indenture; Supplemental
Indentures Part of Indenture.  Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.  The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this Supplemental
Indenture.


 


7.  Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


8.  Headings.  The Section headings herein are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.


 


E-2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.


 


	
   

  	
  [NAME OF SUBSIDIARY
  GUARANTOR(S)],

  as Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


E-3

















 


EXHIBIT F


 


Form of Merger Supplemental Indenture


 


SUPPLEMENTAL
INDENTURE, dated as of [                  ]
(this “Supplemental Indenture”), among [Name of Successor Company] (the “Company”)
and Wells Fargo Bank, National Association, as Trustee under the Indenture
referred to below.


 


W I T N E S S E T
H:


 


WHEREAS, [Name of
Predecessor Company] (the “Predecessor Company”) and the Trustee have
heretofore become parties to an Indenture, dated as of December 21, 2005 (as
amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of 10.5% Senior Subordinated Notes due 2016 of the
Company (the “Notes”);


 


WHEREAS, the
Company is the successor by merger to the Predecessor Company and
Section 501 of the Indenture contemplates that the Company will execute
and deliver to the Trustee a supplemental indenture pursuant to which the
Company shall expressly assume all the obligations of the Company under the Notes
and this Indenture;


 


WHEREAS, the
Company desires to enter into such supplemental indenture for good and valuable
consideration; and


 


WHEREAS, pursuant
to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without
the consent of any Holder;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Trustee
mutually covenant and agree for the benefit of the Holders of the Notes as
follows:


 


1.  Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.


 


2.  Assumption.  The Company hereby expressly assumes and
agrees promptly to pay, perform and discharge when due each and every debt,
obligation, covenant and agreement incurred, made or to be paid, performed or
discharged by the Predecessor Company under the Indenture and the Notes.  The Company hereby agrees to be bound by all
the terms, provisions and conditions of the Indenture and the Notes and agrees
that it shall be the successor Company and shall succeed to, and be substituted
for, and may exercise every right and power of the Predecessor Company, as the
predecessor Company, under the Indenture and the Notes.


 


3.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN


 


F-1

















 


RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS
AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


4.  Ratification of Indenture; Supplemental
Indentures Part of Indenture.  Except
as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.  The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture or as to the accuracy of the recitals to this
Supplemental Indenture.


 


5.  Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


6.  Headings.  The Section headings herein are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.


 


F-2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.


 


	
   

  	
  [NAME OF SUCCESSOR
  COMPANY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


F-3

















 


EXHIBIT G


 


[Form of
Certificate from Acquiring Institutional Accredited Investors


 


Certificate from
Acquiring Institutional Accredited Investor]


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

213 Court Street

Suite 703

Middletown, Connecticut 06457.


Attention: Corporate
Trust Department


 


Re:                                [The
Hertz Corporation] (the “Company”)


 


10.5%
Senior Subordinated Notes due 2016 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with
our proposed sale of $                
aggregate principal amount of Notes, we confirm that:


 


1.                                       We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture dated as of December 21,
2005 relating to the Notes (the “Indenture”) and the undersigned agrees
to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the “Securities Act”).


 


2.                                       We
understand that the Notes have not been registered under the Securities Act or
any other applicable securities law, and that the Notes may not be offered,
sold or otherwise transferred except as permitted in the following
sentence.  We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should offer, sell, transfer, pledge, hypothecate or otherwise
dispose of any Notes within two years after the original issuance of the Notes,
we will do so only (A) to the
Company, (B) inside the United States to a “qualified
institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes to you a
signed letter substantially in the form of this letter, (D) outside
the United States to a foreign person in compliance with Rule 904 of Regulation
S under the Securities Act, (E) pursuant
to the exemption from registration provided by Rule 144 under the Securities
Act (if available), or (F) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein and in the Indenture.


 


3.                                       We
understand that, on any proposed transfer of any Notes prior to the later of
the original issue date of the Notes and the last date the Notes were held by
an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above,
we will be required to furnish to you and the Company such certifications, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed transfer complies with the


 


G-1

















 


foregoing restrictions.  We
further understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


4.                                       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are acquiring the Notes for investment purposes and not with a view to,
or offer or sale in connection with, any distribution in violation of the
Securities Act, and we are each able to bear the economic risk of our or its investment.


 


5.                                       We
are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  (Name of Transferee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  



 


G-2