Exhibit
10.22


 


 


INDEMNIFICATION
AGREEMENT


 


This
INDEMNIFICATION AGREEMENT, dated as of December 21, 2005 (the “Agreement”),
is among CCMG Holdings, Inc., a Delaware corporation (the “Company”),
The Hertz Corporation, (“Hertz” and, together with the Company, the “Company
Entities”), Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Islands
exempted limited partnership (the “Fund”), CDR CCMG Co-investor L.P., a
Cayman Islands exempted limited partnership (the “Other Investor”), and
Clayton, Dubilier & Rice, Inc., a Delaware corporation (“Manager”). Capitalized
terms used herein without definition have the meanings set forth in Section 1
of this Agreement.


 


RECITALS


 


A.            The Fund is managed by Manager, the general partner of
the Fund is CD&R Associates VII, Ltd., a Cayman Islands exempted company
(the “GP of the Fund”) and the special limited partner of the Fund is
CD&R Associates VII, L.P., a Caylman Islands exempted limited partnership
(together with (i) the GP of the Fund and (ii) any general
partner of the Other Investor and any other investment vehicle that is a direct
or indirect stockholder in the Company managed by Manager or its Affiliates, “Manager
Associates”).


 


B.            The Company is an acquisition vehicle formed by Manager,
Carlyle Investment Management, L.L.C. and Merrill Lynch Global Partners, Inc.
(collectively, the “Investor Managers”) that has executed a Stock
Purchase Agreement (as the same may be amended from time to time in accordance
with its terms and the Stockholders Agreement (as defined below), the “Acquisition
Agreement”) to acquire all of the capital stock of Hertz from Ford Holdings
LLC, a Delaware limited liability company and a subsidiary of the Ford Motor
Company (such acquisition, the “Acquisition”).


 


C.            In connection with the Acquisition, each of the Fund,
Carlyle Partners IV, L.P., ML Global Private Equity Fund, L.P. and Merrill
Lynch Ventures L.P. 2001 (each, a “Committing Investor”) has entered
into a Commitment Letter, dated as of September 12, 2005, with the Company and
each of the other Committing Investors (each, a “Commitment Letter”),
pursuant to which such Committing Investor has agreed, subject to the
conditions set forth therein, to purchase stock of the Company for an aggregate
purchase price equal to its Commitment (as defined in the Commitment Letter).


 


D.            The Company, the Committing Investors and certain other
parties have entered into a Stockholders Agreement (as the same may be amended
from time to time in accordance with the terms thereof, the “Stockholders
Agreement”), dated as of December 21, 2005, setting forth certain
agreements with respect to, among other things, the management of the Company
and transfers of its shares in various circumstances.


 

















 


E.             Concurrently with the execution and delivery of this
Agreement, the Company has entered into Consulting Agreements with each of the
Investor Managers (or their Affiliates), dated as of the date hereof (as the
same may be amended from time to time in accordance with its terms and the
Stockholders Agreement, the “Consulting Agreements”).


 


F.             In order to finance the Acquisition and related
transactions, the Company is selling shares of its common stock, par value
US$0.01 per share (“Shares”), to the Committing Investors, including the
Fund, and to certain co-investors, including the Other Investor and such other
stockholders of the Company as are listed in the signature pages of the
Stockholders Agreement or as otherwise become stockholders of the Company prior
to the Acquisition pursuant to the terms thereof (the “Equity Offering”).


 


G.            In order to finance the Acquisition, the Company and/or
one or more of its wholly-owned Subsidiaries intend (i) to enter into a
senior secured credit facility and a senior secured asset based credit
facility, (ii) to issue senior and subordinated notes and (iii)
to enter into a U.S. rental car asset backed securities facility and one or
more international asset backed or other facilities (collectively, the “Financings”).


 


H.            Manager has performed the Initial Services (as defined in
the Consulting Agreement) for the Company.


 


I.              The Company or one or more of its Subsidiaries from
time to time in the future may (i) offer and sell or cause to be offered
and sold equity or debt securities (such offerings, collectively, the “Subsequent
Offerings”), including without limitation (a) offerings of shares of
capital stock of the Company or any of its Subsidiaries, and/or options to
purchase such shares to employees, directors, managers, dealers, franchisees
and consultants of and to the Company or any of its Subsidiaries (any such
offering, a “Management Offering”), and (b) one or more offerings
of debt securities for the purpose of refinancing any indebtedness of the
Company or any of its Subsidiaries or for other corporate purposes, and (ii)
repurchase, redeem or otherwise acquire certain securities of the Company or
any of its Subsidiaries or engage in recapitalization or structural
reorganization transactions relating thereto (any such repurchase, redemption,
acquisition, recapitalization or reorganization, a “Redemption”), in
each case subject to the terms and conditions of the Stockholders Agreement and
any other applicable agreement.


 


J.             The parties hereto recognize the possibility that claims
might be made against and liabilities incurred by Manager, the Fund, the Other
Investor, Manager Associates, or related Persons or Affiliates under applicable
securities laws or otherwise in connection with the Transactions or the
Securities Offerings, or relating to other actions or omissions of or by
members of the Company Group, or relating to the provision of management
consulting, monitoring and financial advisory services to the


 


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Company
Group by Manager or Affilates thereof, and the parties hereto accordingly wish
to provide for Manager, the Fund and Manager Associates and related Persons and
Affiliates to be indemnified in respect of any such claims and liabilities.


 


K.            The parties hereto recognize that claims might be made
against and liabilities incurred by directors and officers of any member of the
Company Group in connection with their acting in such capacity, and accordingly
wish to provide for such directors and officers to be indemnified to the
fullest extent permitted by law in respect of any such claims and liabilities.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the mutual
agreements and covenants and provisions herein set forth, the parties hereto
hereby agree as follows:


 


1.             Definitions.


 


(a)           “Affiliate”
means, with respect to any Person, (i) any other Person directly or
indirectly Controlling, Controlled by or under common Control with, such Person
(ii) any Person directly or indirectly owning or Controlling 10% or
more of any class of outstanding voting securities of such Person or (iii)
any officer, director, general partner or trustee of any such Person described
in clause (i) or (ii). “Control” of any Person shall consist of the
power to direct the management and policies of such Person (whether through the
ownership of voting securities, by contract, as trustee or executor, or
otherwise).


 


(b)           “Claim”
means, with respect to any Indemnitee, any claim against such Indemnitee
involving any Obligation with respect to which such Indemnitee may be entitled
to be defended and indemnified by any member of the Company Group under this
Agreement.


 


(c)           “Commission”
means the United States Securities and Exchange Commission or any successor
entity thereto.


 


(d)           “Company
Group” means the Company Entities and any of their respective Subsidiaries.


 


(e)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.


 


(f)            “Indemnitee”
means each of Manager, the Fund, the Other Investor, Manager Associates, their
respective Affiliates, their respective successors and assigns, and the
respective directors, officers, partners, members, employees, agents, advisors,
consultants, representatives and controlling persons (within the meaning of the
Securities Act) of each of them, or of their partners, members and controlling
persons, and each


 


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other person who is or
becomes a director or an officer of any member of the Company Group, in each
case irrespective of the capacity in which such person acts.


 


(g)           “Obligations”
means, collectively, any and all claims, obligations, liabilities, causes of
actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation interest,
penalties and fees and disbursements of attorneys, accountants, investment
bankers and other professional advisors), in each case whether incurred,
arising or existing with respect to third parties or otherwise at any time or
from time to time.


 


(h)           “Person”
means an individual, corporation, limited liability company, limited or general
partnership, trust or other entity, including a governmental or political
subdivision or an agency or instrumentality thereof.


 


(i)            “Related
Document” means any agreement, certificate, instrument or other document to
which any member of the Company Group may be a party or by which it or any of
its properties or assets may be bound or affected from time to time relating in
any way to the Transactions or any Securities Offering or any of the
transactions contemplated thereby, including without limitation, in each case
as the same may be amended from time to time, (i) any registration
statement filed by or on behalf of any member of the Company Group with the
Commission in connection with the Transactions or any Securities Offering,
including all exhibits, financial statements and schedules appended thereto,
and any submissions to the Commission in connection therewith, (ii) any
prospectus, preliminary or otherwise, included in such registration statements
or otherwise filed by or on behalf of any member of the Company Group in
connection with the Transactions or any Securities Offering or used to offer or
confirm sales of their respective securities in any Securities Offering, (iii) any
private placement or offering memorandum or circular, information statement or
other information or materials distributed by or on behalf of any member of the
Company Group or any placement agent or underwriter in connection with the
Transactions or any Securities Offering, (iv) any federal, state or
foreign securities law or other governmental or regulatory filings or
applications made in connection with any Securities Offering, the Transactions
or any of the transactions contemplated thereby, (v) any
dealer-manager, underwriting, subscription, purchase, stockholders, option or
registration rights agreement or plan entered into or adopted by any member of
the Company Group in connection with any Securities Offering, (vi) any
purchase, repurchase, redemption, recapitalization or reorganization or other
agreement entered into by any member of the Company Group in connection with
any Redemption, or (vii) any quarterly, annual or current reports
or other filing filed, furnished or supplementally provided by any member of
the Company Group with or to the Commission or any securities exchange,
including all exhibits, financial statements and schedules appended thereto,
and any submission to the Commission or any securities exchange in connection therewith.


 


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(j)            “Securities
Act” means the Securities act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


(k)           “Securities
Offerings” means the Equity Offering, any Management Offering, any
Redemption and any Subsequent Offering.


 


(l)            “Subsidiary”
means each corporation or other Person in which a Person owns or Controls,
directly or indirectly, capital stock or other equity interests representing
more than 50% of the outstanding voting stock or other equity interests.


 


(m)          “Transactions”
means the Acquisition, the Equity Offering, the Financings and any other
transactions contemplated by Section 2(b) of the Consulting Agreement.


 


2.             Indemnification.


 


(a)           Each
of the Company Entities (each, an “Indemnifying Party” and collectively,
the “Indemnifying Parties”), jointly and severally, agrees to indemnify,
defend and hold harmless each Indemnitee:


 


(i)            from and against any and all
Obligations, whether incurred with respect to third parties or otherwise, in
any way resulting from, arising out of or in connection with, based upon or
relating to (A) the Securities Act, the Exchange Act or any other
applicable securities or other laws, in connection with any Securities
Offering, the Financings, any Related Document or any of the transactions
contemplated thereby, (B) any other action or failure to act of any
member of the Company Group or any of their predecessors, whether such action
or failure has occurred or is yet to occur or (C) except to the
extent that any such Obligation is found in a final judgment by a court of
competent jurisdiction to have resulted from the gross negligence or
intentional misconduct of Manager, the performance by Manager of management
consulting, monitoring, financial advisory or other services for any member of
the Company Group (whether performed prior to the date hereof, hereafter,
pursuant to its Consulting Agreement or otherwise); and


 


(ii)           to the fullest extent permitted by
applicable law, from and against any and all Obligations in any way resulting
from, arising out of or in connection with, based upon or relating to (A) the
fact that such Indemnitee is or was a director or an officer of any member of
the Company Group or is or was serving at the request of such corporation as a
director, officer, employee or agent of or advisor or consultant to another
corporation, partnership, joint venture, trust or other enterprise or (B) any
breach or alleged breach by such Indemnitee of his or her fiduciary duty as a
director or an officer of any member of the Company Group;


 


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in each case including but not limited to any and all
fees, costs and expenses (including without limitation fees and disbursements
of attorneys and other professional advisers) incurred by or on behalf of any
Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement or its or its Affiliate’s
Consulting Agreement, provided that no Indemnifying Party shall be obligated to
indemnify and hold harmless any Indemnitee under this Section 2(a) in respect
of any claim made against the Indemnitee by any of its own directors, officers,
partners, members, stockholders, employees, agents, advisors, consultants,
representatives and controlling persons (any of the foregoing, a “Related
Person”) to the extent arising from any obligation of such Indemnitee to
such Related Person (whether arising from contract, by law or otherwise).


 


(b)           Without
in any way limiting the foregoing Section 2(a), each of the Indemnifying
Parties agrees, jointly and severally, to indemnify, defend and hold harmless
each Indemnitee from and against any and all Obligations resulting from,
arising out of or in connection with, based upon or relating to liabilities
under the Securities Act, the Exchange Act or any other applicable securities
or other laws, rules or regulations in connection with (i) the
inaccuracy or breach of or default under any representation, warranty, covenant
or agreement in any Related Document, (ii) any untrue statement or
alleged untrue statement of a material fact contained in any Related Document
or (iii) any omission or alleged omission to state in any Related
Document a material fact required to be stated therein or necessary to make the
statements therein not misleading. Notwithstanding the foregoing, the
Indemnifying Parties shall not be obligated to indemnify such Indemnitee from
and against any such Obligation to the extent that such Obligation arises out
of or is based upon an untrue statement or omission made in such Related
Document in reliance upon and in conformity with written information furnished
to the Company Entities, as the case may be, in an instrument duly executed by
such Indemnitee and specifically stating that it is for use in the preparation
of such Related Document.


 


3.             Contribution.


 


(a)           Except
to the extent that Section 3(b) is applicable, if for any reason the indemnity
provided for in Section 2(a) is unavailable or is insufficient to hold harmless
any Indemnitee from any of the Obligations covered by such indemnity, then the
Indemnifying Parties, jointly and severally, shall contribute to the amount
paid or payable by such Indemnitee as a result of such Obligation in such
proportion as is appropriate to reflect (i) the relative fault of
each member of the Company Group, on the one hand, and such Indemnitee, on the
other, in connection with the state of facts giving rise to such Obligation, (ii) if
such Obligation results from, arises out of, is based upon or relates to the
Transactions or any Securities Offering, the relative benefits received by each
member of the Company Group, on the one hand, and such Indemnitee, on the
other,


 


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from such Transaction or
Securities Offering and (iii) if required by applicable law, any other
relevant equitable considerations.


 


(b)           If
for any reason the indemnity specifically provided for in Section 2(b) is
unavailable or is insufficient to hold harmless any Indemnitee from any of the
Obligations covered by such indemnity, then the Indemnifying Parties, jointly
and severally, shall contribute to the amount paid or payable by such
Indemnitee as a result of such Obligation in such proportion as is appropriate
to reflect (i) the relative fault of each of the members of the
Company Group, on the one hand, and such Indemnitee, on the other, in
connection with the information contained in or omitted from any Related
Document, which inclusion or omission resulted in the inaccuracy or breach of
or default under any representation, warranty, covenant or agreement therein,
or which information is or is alleged to be untrue, required to be stated
therein or necessary to make the statements therein not misleading, (ii) the
relative benefits received by the members of the Company Group, on the one
hand, and such Indemnitee, on the other, from such Transaction or Securities
Offering and (iii) if required by applicable law, any other
relevant equitable considerations.


 


(c)           For
purposes of Section 3(a), the relative fault of each member of the Company
Group, on the one hand, and of the Indemnitee, on the other, shall be
determined by reference to, among other things, their respective relative
intent, knowledge, access to information and opportunity to correct the state
of facts giving rise to such Obligation. For purposes of Section 3(b), the
relative fault of each of the members of the Company Group, on the one hand,
and of the Indemnitee, on the other, shall be determined by reference to, among
other things, (i) whether the included or omitted information
relates to information supplied by the members of the Company Group, on the one
hand, or by such Indemnitee, on the other, (ii) their respective
relative intent, knowledge, access to information and opportunity to correct
such inaccuracy, breach, default, untrue or alleged untrue statement, or
omission or alleged omission, and (iii) applicable law. For
purposes of Section 3(a) or 3(b), the relative benefits received by each member
of the Company Group, on the one hand, and the Indemnitee, on the other, shall
be determined by weighing the direct monetary proceeds to the Company Group, on
the one hand, and such Indemnitee, on the other, from such Transaction or
Securities Offering.


 


(d)           The
parties hereto acknowledge and agree that it would not be just and equitable if
contributions pursuant to Section 3(a) or 3(b) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in such respective Section. The
Indemnifying Parties shall not be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee
except to the extent and under such circumstances any Indemnifying Party would
have been liable to indemnify, defend and hold harmless such Indemnitee under
the corresponding Section 2(a) or 2(b), as applicable, if such indemnity


 


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were enforceable under
applicable law. No Indemnitee shall be entitled to contribution from any
Indemnifying Party with respect to any Obligation covered by the indemnity
specifically provided for in Section 2(b) in the event that such Indemnitee is
finally determined to be guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) in connection with such
Obligation and the Indemnifying Parties are not guilty of such fraudulent
misrepresentation.


 


4.             Indemnification
Procedures.


 


(a)           Whenever
any Indemnitee shall have actual knowledge of the reasonable likelihood of the
assertion of a Claim, Manager (acting on its own behalf or, if requested by any
such Indemnitee other than itself, on behalf of such Indemnitee) or such
Indemnitee shall notify the appropriate member of the Company Group in writing
of the Claim (the “Notice of Claim”) with reasonable promptness after
such Indemnitee has such knowledge relating to such Claim and has notified
Manager thereof. The Notice of Claim shall specify all material facts known to
Manager (or if given by such Indemnitee, such Indemnitee) that may give rise to
such Claim and the monetary amount or an estimate of the monetary amount of the
Obligation involved if Manager (or if given by such Indemnitee, such
Indemnitee) has knowledge of such amount or a reasonable basis for making such
an estimate. The failure of Manager to give such Notice of Claim shall not
relieve any Indemnifying Party of its respective indemnification obligations
under this Agreement except to the extent that such omission results in a
failure of actual notice to it and it is materially injured as a result of the
failure to give such Notice of Claim. The Indemnifying Parties shall, at their
expense, undertake the defense of such Claim with attorneys of their own
choosing reasonably satisfactory in all respects to Manager. Manager may
participate in such defense with counsel of Manager’s choosing at the expense
of the Indemnifying Parties. In the event that none of the Indemnifying Parties
undertake the defense of the Claim within a reasonable time after Manager has
given the Notice of Claim, or in the event that Manager shall in good faith
determine that the defense of any claim by the Indemnifying Parties is
inadequate or may conflict with the interest of any Indemnitee, Manager may, at
the expense of the Indemnifying Parties and after giving notice to the
Indemnifying Parties of such action, undertake the defense of the Claim and
compromise or settle the Claim, all for the account of and at the risk of the
Indemnifying Parties. In the defense of any Claim, the Indemnifying Parties
shall not, except with the prior written consent of Manager, consent to entry
of any judgment or enter into any settlement that includes any injunctive or
other non-monetary relief, or that does not include as an unconditional term
thereof the giving by the Person or Persons asserting such Claim to such
Indemnitee of a release from all liability with respect to such Claim. In each
case, Manager and each other Indemnitee seeking indemnification hereunder will
cooperate with the Indemnifying Parties, so long as the Indemnifying Parties
are conducting the defense of the Claim, in the preparation for and the
prosecution of the defense of such Claim, including making available evidence
within the control of Manager or such Indemnitee, as the case may be, and
persons needed as witnesses who


 


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are employed by Manager
or such Indemnitee, as the case may be, in each case as reasonably needed for
such defense and at cost, which cost, to the extent reasonably incurred, shall
be paid by the Indemnifying Parties.


 


(b)           The
Indemnifying Parties hereby agree to advance reasonable costs and expenses,
including attorney’s fees, incurred by Manager (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or any Indemnitee in defending any Claim in advance of the final
disposition of such Claim upon receipt of an undertaking by or on behalf of
Manager or such Indemnitee to repay amounts so advanced if it shall ultimately
be determined that Manager or such Indemnitee is not entitled to be indemnified
by any Indemnifying Party as authorized by this Agreement.


 


(c)           Manager
shall notify the Indemnifying Parties in writing of the amount of any Claim
actually paid by Manager (the “Notice of Payment”). The amount of any
Claim actually paid by Manager shall bear simple interest at the rate equal to
the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2%
per annum, from the date any Indemnifying Party receives the Notice of Payment
to the date on which any Indemnifying Party shall repay the amount of such
Claim plus interest thereon to Manager.


 


5.             Certain
Covenants. The rights of each Indemnitee to be indemnified under any other
agreement, document, certificate or instrument or applicable law are
independent of and in addition to any rights of such Indemnitee to be
indemnified under this Agreement. The rights of each Indemnitee and the
obligations of each Indemnifying Party hereunder shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnitee.
Following the Transactions, each of the Company Entities, and each of their
corporate successors, shall implement and maintain in full force and effect any
and all corporate charter and by-law provisions that may be necessary or
appropriate to enable it to carry out its obligations hereunder to the fullest
extent permitted by applicable law, including without limitation a provision of
its certificate of incorporation (or comparable organizational document under
its jurisdiction of incorporation) eliminating liability of a director for
breach of fiduciary duty to the fullest extent permitted by applicable law, as
amended from time to time.


 


6.             Notices.
All notices and other communications hereunder shall be in writing and shall be
delivered by certified or registered mail (first class postage prepaid and
return receipt requested), telecopier, overnight courier or hand delivery, as
follows:


 


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(a) If to any Company Entity, to:


 


CCMG 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

Facsimile: (345) 949-8080


 


with a copy to
(which shall not constitute notice):


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York  10152

Attention:  Mr. David H. Wasserman

Facsimile:  (212) 893-7061


 


with a copy to
(which shall not constitute notice):


 


Carlyle Partners IV, L.P. 

c/o The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention:  Mr. Gregory S. Ledford

Facsimile:  (202) 347-1818


 


with a copy to
(which shall not constitute notice):


 


ML Global Private Equity Fund, L.P. 

c/o Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

Attention: Mr. George A. Bitar &
                          Mr. Robert F. End

Facsimile: (212) 449-1119


 


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(b) If to Manager, to:


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York  10152

Attention:  Mr. David H. Wasserman

Facsimile:  (212) 893-7061


 


(c) If to the Fund, to:


 


Clayton, Dubilier & Rice
Fund VII, L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies

Facsimile: (345) 949-8080


 


(d) If to the Other Investor, to the notice address
set forth on such party’s signature page;


 


or to
such other address or such other person as the Company Entities, Manager, the
Fund or the Other Investor as the case may be, shall have designated by notice
to the other parties hereto. All communications hereunder shall be effective
upon receipt by the party to which they are addressed. A copy of any notice or
other communication given under this Agreement shall also be given to:


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York  10022

Attention:  Franci J. Blassberg, Esq.

Facsimile:  (212) 909-6836


 


7.             Governing
Law; Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed
in all respects, including validity, interpretation and effect, by the law of
the State of New York, regardless of the law that might be applied under
principles of conflict of laws to the extent such principles would require or
permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and
unconditionally (a) agrees that any legal suit, action or
proceeding brought by any party hereto arising out of or based upon this
Agreement or the transactions contemplated hereby may be brought in any court
of the State of New York or Federal District Court


 


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for the Southern District of New York located in the City, County and
State of New York (each, a “New York Court”), (b) waives, to
the fullest extent that it may effectively do so, any objection that it may now
or hereafter have to the laying of venue of any such proceeding brought in a
New York Court, and any claim that any such action or proceeding brought in a
New York Court has been brought in an inconvenient forum, (c) submits
to the non-exclusive jurisdiction of any New York Court in any suit, action or
proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF
THIS AGREEMENT. With respect to clause (d) of the immediately preceding
sentence, each of the parties hereto acknowledges and certifies that (i)
no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce the waiver contained therein, (ii) it understands and
has considered the implications of such waiver, (iii) it makes such
waiver voluntarily and (iv) it has been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications
contained in this Section 7.


 


8.             Severability.
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired
thereby.


 


9.             Successors;
Binding Effect. Each Indemnifying Party will require any successor (whether
direct or indirect, by purchase, merger, consolidation, reorganization or
otherwise) to all or substantially all of the business and assets of such
Indemnifying Party, by agreement in form and substance satisfactory to Manager,
the Fund, the Other Investors and their counsel, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that such
Indemnifying Party would be required to perform if no such succession had taken
place. This Agreement shall be binding upon and inure to the benefit of each
party hereto and its successors and permitted assigns, and each other Indemnitee,
but neither this Agreement nor any right, interest or obligation hereunder
shall be assigned, whether by operation of law or otherwise, by the Company
Entities without the prior written consent of Manager, the Fund and the Other
Investors.


 


10.           Miscellaneous.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. This
Agreement is not intended to confer any right or remedy hereunder upon any
Person other than each of the parties hereto and their respective successors
and permitted assigns and each other Indemnitee. No amendment, modification,
supplement or discharge of this Agreement, and no waiver hereunder shall be
valid and binding


 


12

















 


unless set forth in writing and duly executed by the party or other
Indemnitee against whom enforcement of the amendment, modification, supplement
or discharge is sought. Neither the waiver by any of the parties hereto or any
other Indemnitee of a breach of or a default under any of the provisions of
this Agreement, nor the failure by any party hereto or any other Indemnitee on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right, powers or privilege hereunder, shall be construed as a
waiver of any other breach or default of a similar nature, or as a waiver of
any provisions hereof, or any rights, powers or privileges hereunder. The
rights, indemnities and remedies herein provided are cumulative and are not
exclusive of any rights, indemnities or remedies that any party or other
Indemnitee may otherwise have by contract, at law or in equity or otherwise. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same
instrument.


 


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intentionally.]


 


13

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their
authorized representatives as of the date first above written.


 


	
   

  	
  CLAYTON, DUBILIER &
  RICE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Theresa A. Gore

  	
   

  
	
   

  	
   

  	
  Name:  Theresa A. Gore

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER &
  RICE FUND VII, L.P.

  
	
   

  	
  By:

  	
  CD&R Associates VII
  Ltd., its general

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Theresa A. Gore

  	
   

  
	
   

  	
   

  	
  Name:  Theresa A. Gore

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CDR CCMG CO-INVESTOR
  L.P.

  
	
   

  	
  By:

  	
  CDR CCMG Co-Investor GP
  Limited,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Theresa A. Gore

  	
   

  
	
   

  	
   

  	
  Name:  Theresa A. Gore

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
  Notice
  Address

  CDR CCMG Co-investor L.P.

  c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

  	
   

  	
  with
  a copy to (which shall not constitute notice):

  Clayton, Dubilier & Rice, Inc.

  375 Park Avenue

  18th Floor

  New York, New York  10152

  Attention:  Mr. David H. Wasserman

  Facsimile:  (212) 893-7061

  



 

















 


	
   

  	
  CCMG HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David H.
  Wasserman

  	
   

  
	
   

  	
   

  	
  Name:  David
  H. Wasserman

  
	
   

  	
   

  	
  Title:   
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Harold E.
  Rolfe

  	
   

  
	
   

  	
   

  	
  Name:  Harold
  E. Rolfe

  
	
   

  	
   

  	
  Title:   
  Senior Vice President