Exhibit 4.6.4


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK
SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise
modified from time to time) (this “Agreement”), dated as of December 21,
2005 is entered into by each of the undersigned (each, a “Grantor”) in
favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”),
as Administrative Agent and Collateral Agent for the Lenders.


 


WHEREAS, The Hertz Corporation, the Lenders party
thereto from time to time (the “Lenders”), DBNY as Administrative Agent and Collateral Agent
for the Lenders, and
certain other parties as named therein have entered into a Credit Agreement, dated as of December 21,
2005 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Term Credit Agreement”);


 


WHEREAS, it is a condition precedent to the
obligation of the Lenders to make their respective extensions of credit to the
Borrowers under the Term Credit Agreement that the Grantors and certain of its
Affiliates shall have executed and delivered that certain Guarantee and
Collateral Agreement, dated as of December 21, 2005, in favor of the
Administrative Agent and Collateral Agent (as amended, supplemented, replaced
or otherwise modified from time to time, the “Term Guarantee and Collateral
Agreement”); and


 


WHEREAS, under the terms of the Term Guarantee and
Collateral Agreement, the Grantors have granted a security interest in certain
property, including, without limitation, certain Trademarks of the Grantors to
the Administrative Agent and Collateral Agent for the ratable benefit of the
Secured Parties, and have agreed as a condition thereof to execute this
Agreement for recording with the United States Patent and Trademark Office.


 


NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Grantors and the Secured Parties hereby agree as follows:


 


SECTION 1. DEFINED
TERMS.


 


1.1  Capitalized terms not otherwise defined
herein have the meanings set forth in the Term Credit Agreement or the Term
Guarantee and Collateral Agreement, as applicable.


 


1.2  “Trademarks” shall mean all United
States and foreign trademarks, service marks, trade names, trade dress or other
indicia of trade origin or business identifiers, trademark and service mark
registrations, and applications for trademark or service mark registrations
(except for “intent to use” applications for trademark or service mark
registrations filed pursuant to Section 1(b) of the Lanham Act, 15
U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement
of Use under Sections 1(c) and 1(d) of said Act has been filed, it
being understood and agreed that the carve out in this parenthetical shall be
applicable only if and for so long as a grant of a security interest in such
intent to use application would invalidate or otherwise jeopardize Grantor’s
rights therein), and any renewals thereof, including, without limitation, (i) the
right to sue or otherwise recover for any and all past, present and future
infringements or dilutions thereof, (ii) all income, royalties, damages
and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in
connection therewith, and damages and payments for past or future infringements
thereof), and (iii) all other rights corresponding thereto and all other
rights of any kind whatsoever of such Grantor accruing thereunder or pertaining
thereto in the United States, together in each case with the


 

















 


goodwill of
the business connected with the use of, and symbolized by, each such trademark,
service mark, trade name, trade dress or other indicia of trade origin or
business identifiers


 


SECTION 2.
GRANT OF SECURITY INTEREST IN TRADEMARKS. Subject to the terms of the
Term Credit Agreement and the Term Guarantee and Collateral Agreement, each Grantor
hereby grants, subject to the existing licenses to use the Trademarks granted
by such Grantor in the ordinary course of its business, to the Collateral Agent, for the ratable
benefit of the Secured Parties (subject to the priority of the Euro MTN Lien to
the extent provided by the Euro MTN Fiscal Agency Agreement), a security
interest in all of the Trademarks of such Grantor, including, without limitation,
the Trademarks listed on Schedule A hereto, as collateral security
for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations of such
Grantor.


 


SECTION 3.                                PRECEDENCE. The security interest granted hereby is granted in conjunction with
the security interest granted by the Grantors to the Secured Parties under the
Term Guarantee and Collateral Agreement. The rights and remedies of the Secured
Parties with respect to the security interest granted hereby are in addition to
those set forth in the Term Guarantee and Collateral Agreement. In the event of
any conflict between the terms of this Agreement and the terms of the Term
Guarantee and Collateral Agreement, the terms of the Term Guarantee and
Collateral Agreement shall control.


 


SECTION 4.                                RECORDATION.
Each Grantor authorizes and requests that the Commissioner of Patents and
Trademarks and any other applicable government officer record this Agreement.


 


SECTION 5.                                MODIFICATION
OF AGREEMENT. This Agreement or any provision hereof may not be
changed, waived, or terminated except in accordance with the provisions of the
Term Guarantee and Collateral Agreement.


 


SECTION 6.                                GENERAL.


 


(a)  Governing Law.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


(b) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the Secured Parties and Grantor and their respective successors and assigns. Grantor
shall not, without the prior written consent of the Secured Parties given in
accordance with the Term Credit Agreement, assign any right, duty or obligation
hereunder.


 


(c) Counterparts.
This Agreement may be executed in any number of counterparts and by the
parties hereto on separate counterparts, each of which when so executed, shall
be deemed to be an original and all of which taken together shall constitute
one and the same instrument.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the date first above written.


 


	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
  General Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ EQUIPMENT RENTAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ CLAIM MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ SYSTEM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  



 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK
  BRANCH,

  
	
   

  	
  as Collateral Agent and
  the Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
  Name:

  	
  Marguerite
  Sutton

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Omayra Laucella

  	
   

  
	
   

  	
  Name:

  	
  Omayra
  Laucella

  
	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


ACKNOWLEDGMENT OF GRANTOR


 


	
  STATE OF New York

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF New York

  	
  )

  	
   

  



 


 


On this 21st
day of December, 2005 before me personally appeared Harold E.
Rolfe proved to me on the basis of satisfactory evidence to be the
person[s] who executed the
foregoing instrument on behalf of the Grantor, who being by me duly sworn did
depose and say that he is an authorized officer of said corporation, that the
said instrument was signed on behalf of said corporation as authorized by its
Board of Directors and that he acknowledged said instrument to be the free act
and deed of said corporation.


 


 


	
   

  	
  /s/ Beverly Bruno

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Capacity of signatory:

  
	
   

  	
  BEVERLY BRUNO

  
	
   

  	
  NOTARY PUBLIC, State of New York

  
	
   

  	
  No. 31-4959464

  
	
   

  	
  Qualified in New York County

  
	
   

  	
  Commission Expires Feb. 26, 2006

  



 


{seal}