Exhibit 10.26


TAX
SHARING AGREEMENT


 


This Tax Sharing Agreement
(the “Agreement”), dated as of December 21, 2005, is made and entered into by
and among CCMG Holdings, Inc., a Delaware corporation (“Holdings”), CCMG
Corporation a Delaware corporation and wholly owned subsidiary of Holdings (“CCMG”),
and The Hertz Corporation, Inc., a Delaware corporation and wholly owned
subsidiary of CCMG (the “Company”).  This
Agreement shall become effective and binding upon the parties hereto
immediately upon the effective time of the Acquisition (as defined below) (the “Effective
Time”).


W I T N E S S E
T H:


 


WHEREAS, the parties hereto
desire to provide for the allocation of liabilities, procedures to be followed,
and other matters with respect to Combined Taxes (as defined below);


WHEREAS, pursuant to a Stock
Purchase Agreement, dated as of September 12, 2005, by and among Holdings and
Ford Holdings LLC, a Delaware limited liability company and Ford Motor Company,
a Delaware corporation, Holdings will acquire all the shares of the Company
(the “Acquisition”);


WHEREAS, following the
consummation of the Acquisition and pursuant to an Agreement and Plan of Merger
and Plan of Reorganization, of even date herewith, between CCMG Acquisition
Corporation, a Delaware corporation (“CCMG Acquisition”) and the Company, CCMG
Acquisition will merge with and into the Company, with the Company being the
surviving company;


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


ARTICLE I


DEFINITIONS


 


1.                                       Definitions.


                Code:  shall mean the Internal Revenue Code of 1986,
as amended.


 


                Combined Tax:  shall mean any Tax in respect of a Combined
Tax Group.

















 


Combined
Tax Group:  shall mean
any affiliated group of which the Company or any of its Subsidiaries was or is,
or was or is required to be, a member for any Tax year and of which Holdings or
CCMG was or is, or was or is required to be, the common parent for purposes of
paying Taxes or filing a Tax Return.


Combined
Tax Return:  shall mean
any Tax Return with respect to any Combined Tax.


Company Group: 
shall mean, with respect to any Combined Tax, a subgroup of the relevant
Combined Tax Group, whose member or members shall include each member of such
Combined Tax Group that is either the Company or a Subsidiary of the Company.


Due Date:  shall mean, with respect to the filing of any
Tax Return or the payment of Tax, the date on which such Tax Return is due to
be filed with, or such payment is due to be made to, the appropriate Taxing
Authority pursuant to applicable law, giving effect to any applicable
extensions of the time for such filing or payment.


Estimated Tax Sharing
Payments:  shall mean the periodic tax sharing payments
required under Article III, Section 2 of this Agreement.


IRS: 
shall mean the United States
Internal Revenue Service, including, but not limited to, its authorized agents and
representatives and, in the case of a litigated controversy, the attorneys
representing it.


Person: 
shall mean 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.


Pro Forma Company Return: 
shall mean a pro forma Tax Return prepared pursuant to Article III,
Section 1 or 3.


Subsidiary:  shall mean, with respect to any Person at any
time, 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 (a) such Person or (b) one or more
Subsidiaries of such Person.


Tax: 
shall mean any federal, state, local or foreign income, alternative minimum,
accumulated earnings, personal holding company, franchise, capital stock,
profits,


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windfall profits, gross
receipts, sales, use, value added, transfer, registration, stamp, premium,
excise, customs duties, severance, environmental (including taxes under section
59A of the Code), real property, personal property, ad valorem, rent,
occupancy, license, occupation, employment, payroll, social security,
disability, unemployment, workers’ compensation, withholding, estimated or
other similar tax, duty, fee, assessment or other governmental charge or
deficiencies thereof (including all interest and penalties thereon and
additions thereto).


Tax Return: 
shall mean any federal, state, local or foreign tax return, declaration,
statement, report, schedule, form or information return or any amendment to any
of the foregoing relating to Taxes.


Taxing Authority: 
shall mean, with respect to any Tax, the governmental entity or
political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.


Treasury Regulations: 
shall mean the regulations prescribed under the Code.


2.                                       Successors.


References to the
Company, Holdings or CCMG shall include any successor thereto or any Person
with respect to which the Company, Holdings or CCMG, respectively, is the
successor.


ARTICLE II


PROCEDURAL
MATTERS


 


1.                                       Holdings or CCMG, as the case may be,
shall have the sole and exclusive responsibility for the preparation and filing
of each Combined Tax Return for each Combined Tax with respect to which it is
the common parent, including any amended returns and any other returns,
documents or statements required to be filed with any Taxing Authority relating
to such Combined Tax Return.  All such
Combined Tax Returns shall be filed by Holdings or CCMG, as the case may be, on
a timely basis, taking into account extensions of the due date for the filings
of such returns.


2.                                       The Company shall, and shall cause each of
its Subsidiaries that is eligible to be a member of the relevant Combined Tax
Group to, join and continue to join in filing a Combined Tax Return with
respect to each jurisdiction for all Tax years


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for which
such Subsidiary is eligible to do so under the applicable Tax law, unless
Holdings or CCMG, as the case may be, shall request otherwise.


3.                                       Holdings or CCMG, as the case may be,
shall (a) make all payments to the applicable Taxing Authority of all
Combined Taxes that the relevant Combined Tax Group is required to pay,
including estimated payments relating thereto and (b) have the right to
exercise all powers of a common parent with respect to each Combined Tax Return
or Combined Tax.


4.                                       Holdings or CCMG, as the case may be,
shall be the sole and exclusive agent of the Combined Tax Group of which it is
the common parent and of each member of such group in respect of any and all
matters relating to any Combined Tax of such group for all Combined Tax Return
years.  In its sole discretion, Holdings
or CCMG, as the case may be, shall have the right with respect to each such
Combined Tax Return (a) to determine (i) the manner in
which such return shall be prepared and filed, including, without limitation,
the manner in which any item of income, gain, loss, deduction or credit shall
be reported and the adoption or change of any method of accounting, (ii) whether
any extensions may be requested and (iii) the elections that will
be made by each member of the Combined Tax Group for which such Combined Tax
Return is filed, (b) to contest, compromise or settle any
adjustment or deficiency proposed, asserted or assessed as a result of any
audit of such return by any Taxing Authority, (c) to file,
prosecute, compromise or settle any claim for refund and (d) to
determine whether any refund to which such Combined Tax Group may be entitled
shall be paid by way of refund or credited against the Combined Tax liability
of such group.  The Company hereby
irrevocably appoints, and shall cause each of its Subsidiaries that is a member
of each such Combined Tax Group to irrevocably appoint Holdings or CCMG, as the
case may be, as its agent and attorney-in-fact to take such action (including
the execution of documents) as Holdings or CCMG, as the case may be, may deem
appropriate to effect the foregoing.  


5.                                       The Company shall, and shall as
appropriate cause each of its Subsidiaries that is a member of a Combined
Tax Group to, reimburse Holdings or CCMG, as the case may be, for (a) any
outside legal and accounting expenses incurred by Holdings or CCMG in the
course of the conduct of any audit or contest regarding a Combined Tax
liability of such group, (b) any other expenses incurred by Holdings or
CCMG in the course of any litigation relating thereto and (c) the cost
of preparing any Combined Tax Return or otherwise administering this Agreement.


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6.                                       The Company shall, and shall cause each
of its Subsidiaries that is a member of a Combined Tax Group to, furnish
to Holdings or CCMG, as the case may be, in a timely manner such information,
documents and other assistance, in each case as Holdings or CCMG may reasonably
request in connection with the filing of each Combined Tax Return with respect
to such group or any audit or examination by any Taxing Authority or any
judicial or administrative proceeding relating to a Combined Tax of such group
or otherwise with respect to this Agreement and the transactions contemplated
hereby.


ARTICLE
III


TAX
SHARING PAYMENTS


 


1.                                       For each Tax year for which Holdings or
CCMG files, or is required to file, a Combined Tax Return on or after the
Effective Time, Holdings or CCMG, as the case may be, shall timely prepare, or
cause to be prepared, a Pro Forma Company Return for the relevant Company Group
for such year (including, if necessary, preparing Pro Forma Company Returns for
prior years).  Each such Pro Forma
Company Return shall include only the items of income, deduction, gain, loss
and credit of the members of the Company Group that join in the filing of such
Combined Tax Return, and shall be prepared in a manner consistent with the
elections, methods of accounting, and positions with respect to specific items
made or used by Holdings or CCMG for purposes of such Combined Tax Return.  Each such Pro Forma Company Return shall
reflect any carryovers of net operating losses, net capital losses, excess tax
credits or other tax attributes from Pro Forma Company Returns with respect to
the same Combined Tax for prior years assuming that members of such Company
Group had not been in existence before the Effective Time, which carryovers
could have been utilized by the Company Group if such Company Group had never
been included in the relevant Combined Tax Group, but only to the extent
Holdings or CCMG, as the case may be, utilizes such carryovers.  For purposes of this Article III,
Section 1, (a) a carryover will be treated as utilized by Holdings or
CCMG to the extent that the Tax liability of the relevant Combined Tax Group
determined taking into account such carryover is less than the Tax liability of
such Combined Tax Group determined without giving effect to such carryover, (b)
any provision of the Code that requires consolidated computations, such as
sections 861 and 1231, and any similar provision with respect to any other
Combined Tax, shall be applied separately to the Company Group for purposes of
preparing the Pro Forma Company Return and (c) Treasury Regulations
section 1.1502-13, and any similar provisions with respect to any other
Combined Tax, shall be applied as if the Company Group were not a part of the
relevant Combined Tax Group.  The Pro


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Forma Company Return
shall be provided to the Company no later than 10 days before the Due Date for
filing the relevant Combined Tax Return.


2.                                       For each Tax year in which a Combined Tax
Return is, or is required to be, filed by Holdings or CCMG, the Company shall,
and shall as appropriate cause each of its Subsidiaries that is a member of the
relevant Combined Tax Group to, make periodic payments (“Estimated Tax Sharing
Payments”) to Holdings or CCMG, as the case may be, in such amounts as, and no
later than the dates on which, payments of estimated tax with respect to such
Combined Tax would be due on or after the Effective Time from the Company Group
under section 6655 of the Code, and any similar provisions with respect to
any other Combined Tax, if it were not included in the relevant Combined Tax
Group (computed on a basis consistent with the relevant Pro Forma Company
Return).  The balance, if any, of the
Estimated Tax Sharing Payments due on or after the Effective Time for such Tax
year shall be paid to Holdings or CCMG, as the case may be, no later than
December 15 of such year.  The Company
shall, and shall as appropriate cause each of its Subsidiaries that is a member
of the relevant Combined Tax Group to, pay to Holdings or CCMG, as the case may
be, no later than the Due
Date (for this
purpose, determined without regard to extensions) on which each Combined Tax
Return for each Tax year is, or is required to be, filed by Holdings or CCMG on
or after the Effective Time, an amount equal to the excess of (a) the
sum of (i) the Tax liability shown on the relevant Pro Forma Company
Return prepared for such Tax year and (ii) the additions to tax, if
any, under section 6655 of the Code, and any similar provisions with
respect to any other Combined Tax, that would have been imposed upon the
Company Group (treating the amount due to Holdings or CCMG under clause (i)
above as the Company Group’s Tax liability and treating any Estimated Tax
Sharing Payments as estimated Tax payments with respect to such liability) over
(b) the Estimated Tax Sharing Payments made relating thereto.


3.                                       To the extent that, after the Effective
Time, any audit, litigation, claim or refund with respect to a Combined Tax
Return results in an increase in Tax liability relating to the treatment of a
Company Group item, a corresponding adjustment shall be made to such item and
to the Company Group’s Tax liability reflected on the applicable Pro Forma
Company Return.  Within 5 days after any
such adjustment, the Company shall, and shall as appropriate cause each of its
Subsidiaries that is a member of the relevant Combined Tax Group to, make
additional Tax sharing payments, including interest and penalties consistent
with such adjustment, to Holdings or CCMG, as the case may be.


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4.                                       All calculations required to be made by
Holdings or CCMG under this Agreement shall be binding upon the parties hereto
absent manifest error.


ARTICLE IV


INTEREST


 


1.                                       With respect to any federal income Tax,
any amount relating thereto which is required to be paid by the Company or any
of its Subsidiaries pursuant to this Agreement and which has not been timely
paid to Holdings or CCMG, as the case may be, shall be subject to an interest
charge at the rate and in the manner provided in the Code for interest on
underpayments of federal income Tax for the relevant period.


2.                                       With respect to any Combined Tax other
than federal income Tax, any amount relating thereto which is required to be
paid by the Company or any of its Subsidiaries pursuant to this Agreement and
which has not been timely paid to Holdings or CCMG, as the case may be, shall
be subject to an interest charge at the rate and in the manner provided under
the applicable state or local statute for interest on underpayments of such Tax
for the relevant period.


ARTICLE V


MISCELLANEOUS
PROVISIONS


 


1.                                       Any information or documents furnished by
one party to another pursuant to this Agreement shall be treated as
confidential and, except as, and to the extent, required during the course of
an audit or litigation or otherwise required by law, shall not be disclosed to
another Person without the consent, which shall not be unreasonably withheld,
of the first party.


2.             All payments to be made by any
party under this Agreement shall, except to the extent otherwise specifically
provided herein, be made without setoff, counterclaim or withholding, all of
which are expressly waived.


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3.             Nothing in this Agreement shall be
construed to require a party hereto to pay any liability or obligation arising
under this Agreement more than once.


4.             If due to any change in applicable
law, regulations, or interpretation thereof after the date of this Agreement,
performance of any provision of this Agreement or any transaction contemplated
thereby shall become impracticable or impossible, the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such provision.5.        This Agreement shall be binding upon and inure to the
benefit of any successor to each of the parties, by merger, acquisition of
assets or otherwise, to the same extent as if the successor had been an
original party to this Agreement.


6.                                       This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the rules or principles of conflict of laws thereof, to the extent
the same are not mandatorily applicable by statute and would permit or require
the application of the laws of another jurisdiction.


7.                                       This Agreement may be executed
simultaneously in one or more counterparts, each of which will be deemed an
original, but all of which when taken together shall constitute one and the
same instrument.


8.                                       The headings in this Agreement are for convenience
only and shall not be deemed for any purpose to constitute a part or to affect
the interpretation of this Agreement.


9.                                       This Agreement may be amended from time
to time by agreement in writing executed by all the parties hereto or all of
the parties then bound thereby.  This
Agreement constitutes the entire agreement with respect to the subject matter
hereof and supersedes all prior written and oral understandings with respect
thereto.


10.                                 Any notice, request or other
communication required or permitted in this Agreement shall be in writing and
shall be sufficiently given if personally


 


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delivered or if sent by
registered or certified mail, postage prepaid, addressed as follows:


If
to Holdings:


 


CMG Holdings, Inc.,


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


Telecopy:  345-949-8080


If
to CCMG:


 


CCMG 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


Telecopy:  345-949-8080


 


If
to the Company:


 


The
Hertz Corporation


225 Brae Boulevard


Park Ridge, New
Jersey 07656-0713

Attention:  Senior Vice President,
General Counsel & Secretary

Telecopy:  201-307-2748


 


In
each case, with a copy to (which shall not constitute notice):


 


Clayton, Dubilier & Rice, Inc.


375 Park Avenue


18th Floor


New York, New York  10152


Attention:  David H. Wasserman


Telecopy: 
212-893-7061


 


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The Carlyle Group

1001 Pennsylvania Avenue, NW


Suite 220 South


Washington, DC 2004-2505


4 World Financial Center, 23rd Floor

New York, NY 10080

Attention:  Gregory S. Ledford

Telecopy:  202-347-1818


 


Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

Attention: George Bitar

Robert End

Telecopy:  212-449-1119


Debevoise
& Plimpton LLP


919
Third Avenue


New
York, New York 10022


Attn:  David A. Brittenham, Esq.


 


or to such
other address as set forth in writing by either party to the other in
accordance with this section.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives.


 


	
   

  	
  CCMG HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David H.
  Wasserman

  
	
   

  	
   

  	
  Name: David H. Wasserman

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CCMG CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Nathan K.
  Sleeper

  
	
   

  	
   

  	
  Name: Nathan K. Sleeper

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Harold E.
  Rolfe

  
	
   

  	
   

  	
  Name: Harold E. Rolfe

  
	
   

  	
   

  	
  Title: Senior Vice
  President, General Counsel and Secretary