Exhibit 4.1.1


 


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


 


 






 


U.S. DOLLAR 8.875% SENIOR NOTES DUE 2014


 


 


EURO 7.875% SENIOR NOTES DUE 2014


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  	
  1

  
	
  Section 102.

  	
  Other
  Definitions

  	
   

  	
  43

  
	
  Section 103.

  	
  Rules of Construction

  	
   

  	
  44

  
	
  Section 104.

  	
  Incorporation
  by Reference of TIA

  	
   

  	
  45

  
	
  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

  	
   

  	
  47

  
	
  Section 109.

  	
  Notices,
  etc., to Trustee and Company

  	
   

  	
  49

  
	
  Section 110.

  	
  Notices to
  Holders; Waiver

  	
   

  	
  50

  
	
  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

  	
   

  	
  51

  
	
  Section 115.

  	
  GOVERNING
  LAW

  	
   

  	
  51

  
	
  Section 116.

  	
  Legal
  Holidays

  	
   

  	
  51

  
	
  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

  	
   

  	
  54

  
	
  Section 203.

  	
  Restrictive
  and Global Note Legends

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Title and
  Terms

  	
   

  	
  58

  
	
  Section 302.

  	
  Denominations

  	
   

  	
  59

  
	
  Section 303.

  	
  Execution,
  Authentication and Delivery and Dating

  	
   

  	
  59

  
	
  Section 304.

  	
  Temporary
  Notes

  	
   

  	
  60

  



 


i

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 305.

  	
  Registrar
  and Paying Agent

  	
   

  	
  60

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
   

  	
  61

  
	
  Section 307.

  	
  Payment of
  Interest Rights Preserved

  	
   

  	
  62

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
   

  	
  63

  
	
  Section 309.

  	
  Cancellation

  	
   

  	
  63

  
	
  Section 310.

  	
  Computation
  of Interest

  	
   

  	
  64

  
	
  Section 311.

  	
  CUSIP
  Numbers, ISINs, Etc

  	
   

  	
  64

  
	
  Section 312.

  	
  Book-Entry
  Provisions for Global Notes

  	
   

  	
  64

  
	
  Section 313.

  	
  Special
  Transfer Provisions

  	
   

  	
  66

  
	
  Section 314.

  	
  Payment of
  Additional Interest

  	
   

  	
  69

  
	
  Section 315.

  	
  Calculation
  of Principal Amount of Notes

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Payment of
  Principal, Premium and Interest

  	
   

  	
  70

  
	
  Section 402.

  	
  Maintenance
  of Office or Agency

  	
   

  	
  70

  
	
  Section 403.

  	
  Money for
  Payments to Be Held in Trust

  	
   

  	
  70

  
	
  Section 404.

  	
  [Reserved.]

  	
   

  	
  72

  
	
  Section 405.

  	
  SEC Reports

  	
   

  	
  72

  
	
  Section 406.

  	
  Statement as
  to Default

  	
   

  	
  73

  
	
  Section 407.

  	
  Limitation
  on Indebtedness

  	
   

  	
  73

  
	
  Section 408.

  	
  [Reserved]

  	
   

  	
  76

  
	
  Section 409.

  	
  Limitation
  on Restricted Payments

  	
   

  	
  76

  
	
  Section 410.

  	
  Limitation
  on Restrictions on Distributions from Restricted Subsidiaries

  	
   

  	
  80

  
	
  Section 411.

  	
  Limitation
  on Sales of Assets and Subsidiary Stock

  	
   

  	
  82

  
	
  Section 412.

  	
  Limitation
  on Transactions with Affiliates

  	
   

  	
  85

  
	
  Section 413.

  	
  Limitation on Liens

  	
   

  	
  87

  
	
  Section 414.

  	
  Future
  Subsidiary Guarantors

  	
   

  	
  87

  
	
  Section 415.

  	
  Purchase of
  Notes Upon a Change in Control

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  When the
  Company May Merge, etc

  	
   

  	
  89

  
	
  Section 502.

  	
  Successor
  Company Substituted

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Events of
  Default

  	
   

  	
  90

  
	
  Section 602.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  	
  93

  



 


ii

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 603.

  	
  Other
  Remedies; Collection Suit by Trustee

  	
   

  	
  93

  
	
  Section 604.

  	
  Trustee May
  File Proofs of Claim

  	
   

  	
  93

  
	
  Section 605.

  	
  Trustee May
  Enforce Claims Without Possession of Notes

  	
   

  	
  94

  
	
  Section 606.

  	
  Application
  of Money Collected

  	
   

  	
  94

  
	
  Section 607.

  	
  Limitation on Suits

  	
   

  	
  94

  
	
  Section 608.

  	
  Unconditional
  Right of Holders to Receive Principal and Interest

  	
   

  	
  95

  
	
  Section 609.

  	
  Restoration
  of Rights and Remedies

  	
   

  	
  95

  
	
  Section 610.

  	
  Rights and
  Remedies Cumulative

  	
   

  	
  95

  
	
  Section 611.

  	
  Delay or
  Omission Not Waiver

  	
   

  	
  95

  
	
  Section 612.

  	
  Control by
  Holders

  	
   

  	
  95

  
	
  Section 613.

  	
  Waiver of
  Past Defaults

  	
   

  	
  96

  
	
  Section 614.

  	
  Undertaking
  for Costs

  	
   

  	
  96

  
	
  Section 615.

  	
  Waiver of
  Stay, Extension or Usury Laws

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Certain
  Duties and Responsibilities

  	
   

  	
  97

  
	
  Section 702.

  	
  Notice of
  Defaults

  	
   

  	
  98

  
	
  Section 703.

  	
  Certain
  Rights of Trustee

  	
   

  	
  98

  
	
  Section 704.

  	
  Not
  Responsible for Recitals or Issuance of Notes

  	
   

  	
  99

  
	
  Section 705.

  	
  May Hold
  Notes

  	
   

  	
  99

  
	
  Section 706.

  	
  Money Held
  in Trust

  	
   

  	
  100

  
	
  Section 707.

  	
  Compensation
  and Reimbursement

  	
   

  	
  100

  
	
  Section 708.

  	
  Conflicting
  Interests

  	
   

  	
  100

  
	
  Section 709.

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  100

  
	
  Section 710.

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  	
  101

  
	
  Section 711.

  	
  Acceptance
  of Appointment by Successor

  	
   

  	
  102

  
	
  Section 712.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  102

  
	
  Section 713.

  	
  Preferential
  Collection of Claims Against the Company

  	
   

  	
  102

  
	
  Section 714.

  	
  Appointment
  of Authenticating Agent

  	
   

  	
  103

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  THE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 801.

  	
  The Company
  to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  103

  
	
  Section 802.

  	
  Preservation
  of Information; Communications to Holders

  	
   

  	
  103

  
	
  Section 803.

  	
  Reports by
  Trustee

  	
   

  	
  104

  



 


iii

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENT, SUPPLEMENT OR WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Without Consent
  of Holders

  	
   

  	
  104

  
	
  Section 902.

  	
  With Consent
  of Holders

  	
   

  	
  105

  
	
  Section 903.

  	
  Execution of
  Amendments, Supplements or Waivers

  	
   

  	
  106

  
	
  Section 904.

  	
  Revocation
  and Effect of Consents

  	
   

  	
  106

  
	
  Section 905.

  	
  Conformity
  with TIA

  	
   

  	
  107

  
	
  Section 906.

  	
  Notation on
  or Exchange of Notes

  	
   

  	
  107

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REDEMPTION OF NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section
  1001.

  	
  Right of
  Redemption

  	
   

  	
  107

  
	
  Section
  1002.

  	
  Applicability
  of Article

  	
   

  	
  110

  
	
  Section
  1003.

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  	
  110

  
	
  Section
  1004.

  	
  Selection by
  Trustee of Notes to Be Redeemed

  	
   

  	
  110

  
	
  Section
  1005.

  	
  Notice of
  Redemption

  	
   

  	
  110

  
	
  Section
  1006.

  	
  Deposit of
  Redemption Price

  	
   

  	
  111

  
	
  Section
  1007.

  	
  Notes
  Payable on Redemption Date

  	
   

  	
  112

  
	
  Section
  1008.

  	
  Notes
  Redeemed in Part

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1101.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  	
  112

  
	
  Section
  1102.

  	
  Application
  of Trust Money

  	
   

  	
  114

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFEASANCE OR COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1201.

  	
  The
  Company’s Option to Effect Defeasance or Covenant Defeasance

  	
   

  	
  114

  
	
  Section
  1202.

  	
  Defeasance
  and Discharge

  	
   

  	
  114

  
	
  Section
  1203.

  	
  Covenant
  Defeasance

  	
   

  	
  115

  
	
  Section
  1204.

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
   

  	
  115

  
	
  Section
  1205.

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

  	
   

  	
  117

  
	
  Section
  1206.

  	
  Reinstatement

  	
   

  	
  117

  
	
  Section
  1207.

  	
  Repayment to
  the Company

  	
   

  	
  118

  



 


iv

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARY GUARANTEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  1301.

  	
  Guarantees
  Generally

  	
   

  	
  118

  
	
  Section
  1302.

  	
  Continuing
  Guarantees

  	
   

  	
  120

  
	
  Section
  1303.

  	
  Release of
  Subsidiary Guarantees

  	
   

  	
  120

  
	
  Section
  1304.

  	
  [Reserved]

  	
   

  	
  121

  
	
  Section
  1305.

  	
  Waiver of
  Subrogation

  	
   

  	
  121

  
	
  Section
  1306.

  	
  Notation Not
  Required

  	
   

  	
  121

  
	
  Section
  1307.

  	
  Successors
  and Assigns of Subsidiary Guarantors

  	
   

  	
  121

  
	
  Section
  1308.

  	
  Execution
  and Delivery of Subsidiary Guarantees

  	
   

  	
  121

  
	
  Section
  1309.

  	
  Notices

  	
   

  	
  122

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Initial Dollar
  Note

  	
   

  	
   

  
	
  Exhibit B

  	
  Form of Initial Euro
  Note

  	
   

  	
   

  
	
  Exhibit C

  	
  Form of Exchange Dollar
  Note

  	
   

  	
   

  
	
  Exhibit D

  	
  Form of Exchange Euro
  Note

  	
   

  	
   

  
	
  Exhibit E

  	
  Form of Certificate of
  Beneficial Ownership

  	
   

  	
   

  
	
  Exhibit F

  	
  Form of Regulation S
  Certificate

  	
   

  	
   

  
	
  Exhibit G

  	
  Form of Supplemental
  Indenture in Respect of Subsidiary Guarantees

  	
   

  	
   

  
	
  Exhibit H

  	
  Form of Supplemental
  Indenture for Mergers

  	
   

  	
   

  
	
  Exhibit I

  	
  Form of Certificate
  from Acquiring Institutional Accredited Investors

  	
   

  	
   

  
					



 


v

















 


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

  	
   

  



 


vi

















 


	
  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.


 


vii

















 


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.


 


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


 


5

















 


(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.


 


“Common Depositary” means,
with respect to the Euro Notes, Deutsche Bank AG, London Branch, as common
depositary for Euroclear and Clearstream or another Person designated as common
depositary by the Issuer, which Person must be a clearing agency registered
under the Exchange Act.


 


“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.


 


6

















 


“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.


 


“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 


 


7

















 


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 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 


 


8

















 


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
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.


 


9

















 


“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:


 


(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 Subordinated Notes, the Notes, the Senior Subordinated
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),


 


10

















 


(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,


 


(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 


 


11

















 


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 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, 


 


12

















 


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 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 


 


13

















 


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).


 


“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.


 


14

















 


“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 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.


 


“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.


 


“Dollar Equivalent” means, with respect to any
monetary amount in a currency other than Dollars, at any time of determination
thereof, the amount of Dollars obtained by converting such foreign currency
involved in such computation into Dollars at the spot rate for the purchase of
Dollars with the applicable foreign currency as quoted by Reuters at
approximately 10:00 A.M. (New York City time) on such date of determination (or
if no such quote is available on such date, on the immediately preceding
Business Day for which such a quote is available, or if no such quote is
available, such other source as may be selected in good faith by the Company).


 


“Dollar Notes” means the Company’s U.S. Dollar
8.875% Senior Notes due 2014.


 


“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.


 


“Euro Notes” means the Company’s Euro 7.875%
Senior Notes due 2014.


 


16

















 


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


 


“European Government Obligations” means any
security that is (a) a direct obligation of
Belgium, the Netherlands, France, Germany, Ireland or any other country that is
a member of the European Monetary Union, for the payment of which the full
faith and credit of such country is pledged or (b) an
obligation of a person controlled or supervised by and acting as an agency or
instrumentality of any such country the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such country, which,  in either case under the preceding clause (a)
or (b), is not callable or redeemable at the option of the issuer thereof.


 


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


 


“Exchange Dollar Notes” means the Company’s
U.S. Dollar 8.875% Senior Notes due 2014, containing terms substantially
identical to the Initial Dollar Notes or any Initial Additional Dollar Notes
(except that (i) such Exchange
Dollar 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 Dollar Notes, as provided
for in a registration rights agreement relating to such Initial Dollar Notes
and this Indenture, or (b) such
Initial Additional Dollar Notes as may be provided in any registration rights
agreement relating to such Additional Notes that are Dollar Notes and this
Indenture (including any amendment or supplement hereto.)


 


“Exchange Euro Notes” means the Company’s Euro
7.875% Senior Notes due 2014, containing terms substantially identical to the
Initial Euro Notes or any Initial Additional Euro Notes (except that (i) such Exchange Euro 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 Euro Notes, as provided for in a registration
rights agreement relating to such Initial Euro Notes and this Indenture, or (b) such Initial Additional Euro Notes as
may be provided in any registration rights agreement relating to such
Additional Notes that are Euro Notes and this Indenture (including any
amendment or supplement hereto.)


 


“Exchange Notes” means the Exchange Dollar
Notes and the Exchange Euro Notes.


 


“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.


 


17

















 


“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 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) 


 


18

















 


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.


 


“Government Obligations” means, in the case of
Dollar Notes, U.S. Government Obligations and, in the case of Euro Notes,
European Government Obligations.


 


“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
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.


 


19

















 


“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 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


 


20

















 


(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 Dollar Notes” means
Dollar-denominated 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 Additional Euro Notes” means
euro-denominated 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 Additional Notes” means the Initial
Additional Dollar Notes and the Initial Additional Euro Notes.


 


“Initial Dollar Notes” means the Dollar Notes
issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008).


 


“Initial Euro Notes” means the Euro Notes
issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section
304, 305, 306, 312(c), 312(d) or 1008).


 


“Initial Notes” means the Initial Dollar Notes
and the Initial Euro Notes.


 


“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.


 


21

















 


“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 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 


 


22

















 


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 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.


 


23

















 


“Merger Supplemental Indenture” means a
Supplemental Indenture substantially in the form attached hereto as Exhibit
H, 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, (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.


 


24














 


“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.


 


“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 


 


25

















 


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, 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 Subordinated
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 


 


26

















 


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 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.


 


“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;


 


27

















 


(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;


 


(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 Subordinated 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”);


 


28

















 


(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 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;


 


29

















 


(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;


 


(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 


 


30

















 


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;


 


(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;


 


31

















 


(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.


 


“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.


 


32

















 


“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.


 


“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.


 


33

















 


“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 F.


 


“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.


 


“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.


 


34

















 


“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).


 


“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,


 


35

















 


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 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 any Indebtedness of
the Company or any Restricted Subsidiary other than, in the case of the
Company, Subordinated Obligations and, in the case of any Subsidiary Guarantor,
Guarantor Subordinated Obligations.


 


“Senior Subordinated 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 10.5% Senior Subordinated Notes due 2016,
as the same may be amended, supplemented,
waived or otherwise modified from time to time.


 


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


 


36

















 


“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, 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 this
Indenture or the Senior Subordinated 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, 


 


37

















 


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
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.


 


38

















 


“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.


 


“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
G.


 


“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


 


39

















 


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 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.


 


40

















 


“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 Subordinated Indenture, and the offer
and issuance of the Notes and the Senior Subordinated 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 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 


 


41

















 


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 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.


 


42

















 


“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

  	
   

  
	
  “Bund Rate”

  	
   

  	
  1001

  	
   

  
	
  “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

  	
   

  
	
  “Dollar Global
  Notes”

  	
   

  	
  201

  	
   

  
	
  “Dollar Paying
  Agent”

  	
   

  	
  305

  	
   

  
	
  “Euro Global
  Notes”

  	
   

  	
  201

  	
   

  
	
  “Euro Paying Agent”

  	
   

  	
  305

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  601

  	
   

  
	
  “Excess
  Proceeds”

  	
   

  	
  411

  	
   

  
	
  “Expiration
  Date”

  	
   

  	
  108

  	
   

  
	
  “Global Notes”

  	
   

  	
  201

  	
   

  
	
  “Initial
  Agreement”

  	
   

  	
  410

  	
   

  
	
  “Initial Lien”

  	
   

  	
  413

  	
   

  
	
  “Note Register”
  and “Note Registrar”

  	
   

  	
  305

  	
   

  
	
  “Notice of
  Default”

  	
   

  	
  601

  	
   

  
	
  “Offer”

  	
   

  	
  411

  	
   

  
	
  “Permanent
  Regulation S Dollar Global Note”

  	
   

  	
  201

  	
   

  
	
  “Permanent
  Regulation S Euro Global Note”

  	
   

  	
  201

  	
   

  



 


43

















 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Permanent
  Regulation S Global Note”

  	
   

  	
  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
  Dollar Global Note”

  	
   

  	
  201

  	
   

  
	
  “Rule 144A Euro
  Global Note”

  	
   

  	
  201

  	
   

  
	
  “Rule 144A
  Global Note”

  	
   

  	
  201

  	
   

  
	
  “Rule 144A
  Physical Notes”

  	
   

  	
  201

  	
   

  
	
  “Subsidiary
  Guaranteed Obligations”

  	
   

  	
  1301

  	
   

  
	
  “Successor
  Company”

  	
   

  	
  501

  	
   

  
	
  “Temporary
  Regulation S Dollar Global Note”

  	
   

  	
  201

  	
   

  
	
  “Temporary
  Regulation S Euro Global Note”

  	
   

  	
  201

  	
   

  
	
  “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;


 


44





















 


(6)           all references to “€”
or “euros” shall refer to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the Treaty
establishing the European Communities;


 


(7)           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”;


 


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


 


(9)           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


 


(10)         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 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 


 


45

















 


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;


 


(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.


 


46

















 


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
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 


 


47





















 


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 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 


 


48





















 


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 or the Common
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, the Depositary or the Common 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 or the Common
Depositary entitled under the procedures of such depositary to 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.  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 


 


49





















 


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.


 


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.


 


50

















 


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.


 


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.


 


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 Exhibits A or B, as applicable, annexed hereto.  The Exchange Notes and any Additional Notes
that are not Initial 


 


51

















 


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 Exhibits C or D, as applicable, annexed hereto.  Each of Exhibits  A, B, C
and D  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, B, C and D 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 (in
the case of Global Notes denominated in Dollars) or Exhibit B hereto (in
the case of Global Notes denominated in euros), except as otherwise permitted
herein. Such Global Notes shall be referred to collectively herein as the “Rule
144A Global Note,” such Global Notes denominated in Dollars shall be
referred to collectively herein as the “Rule 144A Dollar Global Note”  and such Global Notes denominated in euros
shall be referred to collectively herein as the “Rule 144A Euro Global Note.”  The Rule 144A Dollar Global Note shall be
deposited with the Trustee, as custodian for the Depositary or its nominee, in
each case 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 Rule 144A Euro Global
Notes shall be deposited with the Common Depositary or the nominee of the
Common Depositary, in each case 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 decreased by adjustments made on the records of the Trustee 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 (in the case of
Global Notes denominated in Dollars) or Exhibit B hereto (in the case of
Global Notes denominated in euro), except as otherwise permitted herein.  Such Global Notes will be referred to
collectively herein as the  “Temporary
Regulation S Global Note” and such Global Notes denominated in Dollars
shall be referred to collectively herein as the “Temporary Regulation S
Dollar Global Note” and such Global Notes denominated in euros shall be
referred to collectively herein as the “Temporary Regulation S Euro Global
Note.”  The Temporary Regulation S
Dollar Global Note shall be deposited with the Trustee, as custodian for the
Depositary or its nominee for the 


 


52

















 


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.  The
Temporary Regulation S Euro Global Note shall be deposited with the Common
Depositary or the nominee of the Common Depositary, in each case 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
Regulation S Global Note may from time to time be increased or increased by
adjustments made on the records of 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 (in the case of Global Notes denominated in
Dollars) or Exhibit B hereto (in the case of Global Notes denominated in
euro), except as otherwise permitted herein. 
Such Global Notes will be referred to collectively herein as the  “Permanent Regulation S Global Note”
and such Global Notes denominated in Dollars shall be referred to collectively
herein as the “Permanent Regulation S Dollar Global Note” and such
Global Notes denominated in euros shall be referred to collectively herein as
the “Permanent Regulation S Euro Global Note.”  The Permanent Regulation S Global Notes and
the Temporary Regulation S Global Notes shall be referred to collectively
herein as the “Regulation S Global Notes.”  The Permanent Regulation S Global  Dollar Note 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.  The Permanent Regulation S Euro Global Note
shall be deposited with the Common Depositary or the nominee of the Common
Depositary, in each case 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.  Simultaneously with the
authentication of a Permanent Regulation S Global Note, the Trustee shall
cancel the related Temporary Regulation S Global Note.


 


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 (in the case of Notes denominated in Dollars)
or Exhibit B hereto (in the case of Notes denominated in euro) (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 (in the case of Notes denominated in Dollars) or Exhibit B
hereto (in the case of Notes denominated in euros) (the “Regulation S
Physical Notes”), respectively, as hereinafter provided.


 


53

















 


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 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 C hereto (in the case of Exchange Notes denominated
in Dollars) or Exhibit D hereto (in the case of Exchange Notes
denominated in euros) and, subject to Section 312(b), shall be in
the form of one or more Global Notes. 
Dollar Notes issued in the form of a Global Note are sometimes
collectively referred to as “Dollar Global Notes,” and Euro Notes issued
in the form of a Global Note are sometimes collectively referred to as “Euro
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:

  	
   

  	
   

  



 


54

















 


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
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 


 


55

















 


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 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 Dollar 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 


 


56














 


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 Euro 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 DEUTSCHE BANK AG,
LONDON BRANCH (“DEUTSCHE BANK AG”) TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES
LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DEUTSCHE BANK AG (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DEUTSCHE BANK AG), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF BT GLOBENET NOMINEES LIMITED 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:


 


57

















 


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 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 Dollar Notes will
be issued in an aggregate principal amount of $1,800 million, and the
Initial Euro Notes will be issued in an aggregate principal amount of
€225 million.  The Dollar Notes and
the Euro Notes will each be issued as a separate series, but, except as
otherwise provided
in Section 902, shall vote and consent together on all matters as one
class, and, except as provided in Section 902, 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 (except as otherwise provided in Section 902) and
otherwise be treated as Notes for all purposes of this Indenture.


 


The Dollar Notes shall be known and designated as the “U.S.
Dollar 8.875% Senior Notes due 2014” of the Company.  The Euro Notes shall be known and designated
as the “Euro 7.875% Senior Notes due 2014” of the Company.  The final Stated Maturity of the Notes shall
be January 1, 2014.  Interest on the
Outstanding principal amount of Dollar Notes will accrue at the rate of 8.875%
per annum and on the Outstanding principal amount of Euro Notes shall accrue at
the rate of 7.875% per annum and will be payable, in each case, 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


 


58

















 


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 Dollar 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.  The Euro Notes shall be issuable only in
fully registered form, without coupons, and only in minimum denominations of
€50,000 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.


 


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
Dollar Notes for original issue in the aggregate principal amount not to exceed
$1,800 million and Initial Euro Notes for original issue in the aggregate
principal amount not to exceed €225 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 Dollar Notes or Euro Notes, 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.


 


59

















 


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 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, so long as any Euro Notes are Outstanding, maintain a
co-registrar located in the European Union.


 


The
Company shall also maintain (i) an
office or agent within the United States where Notes may be presented for
payment (the “Dollar Paying Agent”) and (ii) so
long as any Euro Notes are Outstanding, an office or agency in London, England,
or in any other city selected by the Company within the European Union, where
Euro Notes may be presented for payment (the “Euro Paying Agent”); 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” includes the Dollar Paying Agent, the Euro Paying Agent and any
additional Paying Agent.


 


The
Company initially appoints the Trustee as “Note Registrar” and “Dollar Paying
Agent” in connection with the Notes and Deutsche Bank AG, London Branch, as
Euro Paying Agent and Deutsche Bank Luxembourg S.A. as co-registrar with
respect to the Euro Notes, in each case until such time as either such entity
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 


 


60

















 


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.


 


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, 


 


61

















 


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 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


 


62

















 


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 Dollar Note and each Euro Note delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Note of the same series
shall carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Note of such series.


 


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).


 


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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 Dollar Global Note
initially shall (i) be registered in the name of
the Depositary for such Dollar 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.  Each Euro Global Note
initially shall (i) be registered in the name of
the Common Depositary or the nominee of such Common Depositary, in each case
for credit to an account of an Agent Member and (ii)
be delivered to the custodian for such Common 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,
Euroclear or Clearstream (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the
Depositary or the Common Depositary, or their respective custodians, 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 Dollar Global Notes for all
purposes whatsoever.  The Common 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 Euro 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 agent of any of them from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or the Common Depositary, or impair, as between the Depositary, Euroclear or
Clearstream, as the case may be, and their respective 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 Dollar Global Note shall be
limited to transfers of such Dollar Global Note in whole, but, subject to the
immediately 


 


64





















 


succeeding sentence, not in part, to the
Depositary, its successors or their respective nominees, and transfers of a
Euro Global Note shall be limited to transfers of such Euro Global Note in
whole, but, subject to the immediately succeeding sentence, not in part, to the
Common 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, Euroclear or Clearstream, as the case may be, 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) 
in the case of a Dollar Global Note, the Depositary notifies the Company
at any time that it is unwilling or unable to continue as Depositary for the Dollar
Global Notes and a successor depositary is not appointed within 120 days; (ii) in the case of a Euro Global Note, the
Common Depositary notifies the Company at any time that it is unwilling or
unable to continue as depositary for the Euro Global Notes and a successor
depositary is not appointed within 120 days; (iii)
in the case of a Dollar Global Note, 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; (iv)
in the case of a Euro Global Note, either of Euroclear or Clearstream notifies
the Company at any time that it is unwilling or unable to continue as a
clearing agency for the Euro Global Notes and a successor clearing agency is
not appointed within 120 days; (v)
the Company, at its option, notifies the Trustee that it elects to cause the
issuance of Physical Notes; or (vi)
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 (in
the case of the Dollar Notes) or from Euroclear or Clearstream (in the case of
the Euro Notes) 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, Euroclear
or Clearstream, as the case may be, 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, Euroclear or Clearstream, as the case may be.  Any beneficial interest in one of the Global
Notes 


 


65





















 


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 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 procedures of the Depositary or of Euroclear or
Clearstream, as applicable, 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 or Euroclear or Clearstream, as applicable, 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 Euroclear or Clearstream, or 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 (in the case 


 


66

















 


of a Dollar Global Note) or Euroclear or Clearstream, as applicable (in
the case of a Euro Global Note);


 


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 procedures of the Note Registrar and of the Depositary or
Euroclear or Clearstream, as applicable, 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 


 


67

















 


its books and records the date and a decrease in the principal amount
of such transferor Global Note, as the case may be.


 


(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 E 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  I) 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.


 


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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.


 


(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.


 


Section 315.           Calculation of Principal Amount of
Notes.  For purposes of determining
whether Holders of the requisite principal amount of outstanding Notes have
voted in favor of or consented to a particular matter, or undertaken any other
act under this Indenture, the principal amount of Euro Notes shall be deemed to
be the Dollar Equivalent of such principal amount of Euro Notes as of (i) if a record date has been set in accordance with the
provisions Section 108, such date or (ii)
if no such record date has been set, the date the taking of such action by the
Holders of such requisite principal amount is certified to the Trustee by the 


 


69

















 


Company as provided in such Indenture. 
Any such calculation made pursuant to this Section 315 shall be
made by the Company and delivered to the Trustee pursuant to an Officers’
Certificate.


 


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 applicable 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 (in the case of the Dollar Notes) and as of 3:00 p.m. London
time (in the case of the Euro Notes) 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.


 


Section 402.           Maintenance of Office or Agency.  (a) The Company shall maintain in the United States and, for
so long as any Euro Notes are Outstanding, in the European Union one or more
offices or agencies 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 (i) the Corporate Trust Office of the
Trustee as such office or agency of the Company where Dollar Notes may be
presented or surrendered for payment or for transfer or exchange for so long as
such Corporate Trust Office remains a Place of Payment, (ii) the office(s) of the Euro Paying Agent
as such office or agency of the Company where Euro Notes may be presented for
payment so long as each such office remains a Place of Payment and (iii) the office of any co-registrar
located in the European Union as such office or agency of the Company where
Euro Notes may be presented or surrendered for transfer or exchange so long as
each such office remains the office of a Note Registrar, in each case 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 (in the case of the Dollar Notes) and 3:00 p.m., London time (in the
case of the Euro Notes) each 


 


70

















 


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 (in the case of the
Dollar Notes) and 3:00 p.m., London time (in the case of the Euro Notes) 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;


 


(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 


 


71

















 


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 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 


 


72

















 


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) 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);


 


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(iii)          Indebtedness
represented by the Senior Subordinated Notes issued on the Issue Date (or any
Senior Subordinated 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 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 


 


74

















 


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;


 


(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,


 


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(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 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.           [Reserved].


 


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 


 


76

















 


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 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 


 


77

















 


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 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 


 


78

















 


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 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 


 


79

















 


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;


 


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 Subordinated 
Indenture, this Indenture, the Senior Subordinated Notes or the Notes;


 


80





















 


(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 (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;


 


81





















 


(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 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


 


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(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 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
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 


 


83

















 


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 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 


 


84

















 


repurchased in part if less than $2,000 in
original principal amount (in the case of a Dollar Note) or €50,000 in original
principal amount (in the case of a Euro Note) 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 only Notes in denominations of $2,000 or integral multiples of $1,000 in
excess thereof (in the case of Dollar Notes) or €50,000 or integral multiples
of €1,000 in excess thereof (in the case of Euro Notes) 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.


 


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(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),


 


(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 


 


86

















 


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 (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 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 


 


87

















 


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 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).


 


(c)   Unless the Company has exercised its right to redeem all the Notes as
described under  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 (in the case of a Dollar Note) or €50,000 in original principal amount
(in the case of a Euro Note) 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 


 


88














 


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;


 


(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).


 


89

















 


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
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, 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;


 


(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);


 


90

















 


(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 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


 


91

















 


(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


 


(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 


 


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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.  Upon the effectiveness of such a declaration,
such principal and interest will be due and payable immediately.


 


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, 


 


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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.


 


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 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


 


Third:  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
(provided, that
if any such waiver will only affect the Dollar Notes or the Euro Notes then
Outstanding under this Indenture, then only the Holders of not less than a
majority in aggregate principal amount of the Dollar Notes or Euro Notes then
Outstanding, as the case may be, may on behalf of the Holders of all the Dollar
Notes or all the Euro Notes, as applicable, waive such past Default 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, 


 


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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 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.


 


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(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 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) 


 


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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 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.


 


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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.


 


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.


 


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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.


 


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 


 


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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 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.


 


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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 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.


 


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


 


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


 


(7)           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,


 


104

















 


(8)           to increase the
minimum denomination of the Dollar 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 Dollar Note in part),


 


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


 


(10)         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), provided, that if any such amendment or waiver will only
affect the Dollar Notes or the Euro Notes then Outstanding under this
Indenture, then only the consent of the Holders of a majority in principal
amount of the Dollar Notes or Euro Notes then Outstanding (including, in each
case, consents obtained in connection with a tender offer or exchange offer for
Notes), as the case may be, shall be required 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;


 


105

















 


(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; or


 


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


 


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


 


106

















 


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 of any series 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, 2010 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:


 


Dollar Notes


 


	
  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2010

  	
   

  	
  104.438

  	
  %

  
	
  2011

  	
   

  	
  102.219

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


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Euro Notes


 


	
  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2010

  	
   

  	
  103.938

  	
  %

  
	
  2011

  	
   

  	
  101.969

  	
  %

  
	
  2012 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 (x) up to
35% of the original aggregate principal amount of the Dollar Notes (including
the principal amount of any Additional Dollar Notes) and (y) up
to 35% of the original aggregate principal amount of Euro Notes (including the
principal amount of any Additional Euro 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 108.875%, for Dollar Notes and
107.875%, for Euro Notes, in each case plus accrued and unpaid interest, if
any, to the Redemption Date (subject to Section 307); provided, however,
that


 


(1)           if Dollar Notes are
redeemed, an aggregate principal amount of Dollar Notes equal to at least 65%
of the original aggregate principal amount of Dollar Notes (including the
principal amount of any Additional Dollar Notes) must remain outstanding after
each such redemption of Dollar Notes, and


 


(2)           if Euro Notes are
redeemed, an aggregate principal amount of Euro Notes equal to at least 65% of
the original aggregate principal amount of Euro Notes (including the principal
amount of any Additional Euro Notes) must remain outstanding after each such
redemption of Euro Notes.


 


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, 2010,
Notes of any series 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 


 


108

















 


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,


 


(a)           with
respect to a Dollar Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Dollar 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,
2010 (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 Dollar Note on such
Redemption Date; and,


 


(b)           with
respect to a Euro Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Euro 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, 2010 (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 Bund Rate plus 50 basis
points, over (B) the principal amount of
such Euro Note on such Redemption Date,


 


in each case as calculated by the Company or 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, 2010; 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.


 


“Bund Rate” 
means the yield to maturity at the time of computation of direct
obligations of the Federal Republic of Germany (Bunds or Bundesanleihen)
with a constant maturity (as officially compiled and published in the most
recent financial statistics that have become publicly available at least two Business
Days (but not more than five Business Days) prior to the Redemption Date (or,
if such financial statistics are not so published or available, any 


 


109

















 


publicly available source of similar market data selected by the
Company in good faith)) most nearly equal to the period from such Redemption
Date to January 1, 2010; provided,
however, that if the period from the Redemption Date to such date is
not equal to the constant maturity of the direct obligation of the Federal
Republic of Germany for which a weekly average yield is given, the Bund Rate
shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of direct obligations of
the Federal Republic of Germany 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 direct obligations of the Federal
Republic of Germany 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
(in the case of a Dollar Note) or 
€50,000 in original principal amount or less (in the case of a Euro
Note) 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 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,


 


110

















 


(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 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
(with respect to any Dollar Notes) and 3:00 p.m., London time (with respect to
any Euro Notes), 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 


 


111

















 


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.


 


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


 


112

















 


(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,


 


the Company has irrevocably deposited or caused to be
deposited with the Trustee money or U.S. Government Obligations, or a combination
thereof (in the case of the Dollar Notes), or money or European Government
Obligations, or a combination
thereof (in the case of the Euro Notes), 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, in the case of Dollar Notes, or money or
European Government Obligations or a combination thereof, in the case of Euro
Notes, 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);


 


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


 


(iii)          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 


 


113

















 


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 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 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


 


114

















 


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.


 


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 the case of the Dollar Notes),
or money or European Government Obligations, or a combination thereof (in the
case of the Euro Notes), 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, in the case of
Dollar Notes, or money 


 


115

















 


or European
Government Obligations or a combination thereof, in the case of Euro Notes,
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;


 


(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 


 


116

















 


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.


 


Section 1205.         Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 403, all money and 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 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 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 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 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 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 Government Obligations
held by the Trustee or Paying Agent.


 


117

















 


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 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 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 


 


118

















 


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,
(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, 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 


 


119

















 


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 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 


 


120














 


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.         [Reserved].


 


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 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 G 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


 


121

















 


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.


 


122

















 


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 Notes


 

















 


EXHIBIT A


 


Form of Initial Dollar Note(1)


(FACE OF NOTE)


 


CCMG ACQUISITION CORPORATION


 


U.S. Dollar 8.875% Senior Notes due 2014


 


CUSIP No. 428040 BX6(2)/U42804 AB7(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, 2014.  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 8.875%
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 


 






(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

















 


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 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


 


A-2

















 


continuing to suspend the availability of the Shelf Registration
Statement, or (2) the Shelf 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 office of the applicable Paying
Agent, 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 U.S.
Dollar 8.875% Senior Notes due 2014 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 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 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,
2010 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 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

  	
   

  
	
  2010

  	
   

  	
  104.438

  	
  %

  
	
  2011

  	
   

  	
  102.219

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


A-6

















 


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 108.875%, 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, 2010, 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.


 


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.


 


A-7

















 


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.


 


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 


 


A-8

















 


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 Initial Euro Note(10)


(FACE OF NOTE)


 


CCMG ACQUISITION CORPORATION


 


Euro 7.875% Senior Notes due 2014


 


ISIN XS02389 55 446(11)/XS 0238954 803(12)

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 €                             
([                                ]
Euro) [(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)](13) (the “Principal Amount”) on January 1,
2014.  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 7.875% per annum (subject to
adjustment as provided below)(14)
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.](15)  [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              ,
      (16).](17) 
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 


 






(10)                            Insert
any applicable legends from Article II.


(11)                            Insert
for Rule 144A Note only


(12)                            Insert
for Regulation S Note only


(13)                            Include
only if the Note is issued in global form.


(14)                            Include
only for Initial Note.


(15)                            Include
only for Original Notes.


(16)                            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.


(17)                            Include
only for Additional Notes.


 


B-1

















 


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 


 


B-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.](18)(19)


 


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.


 






 


(18)                            Include
only for Initial Note when required by the Registration Rights Agreement.


(19)                            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.


 


B-3

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


B-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:

  	
   

  



 


B-5

















 


(REVERSE OF NOTE)


 


This Note is one of the duly authorized issue of Euro
7.875% Senior Notes due 2014 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 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 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, 2010 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 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

  	
   

  
	
  2010

  	
   

  	
  103.938

  	
  %

  
	
  2011

  	
   

  	
  101.969

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


B-6

















 


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 107.875%, 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, 2010, 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.


 


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.


 


B-7

















 


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.


 


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 


 


B-8

















 


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 €50,000 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-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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


B-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.


 


B-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

  
						



 


B-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.


 


B-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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-14














EXHIBIT C


 


Form of Exchange
Dollar Note(20)


(FACE OF NOTE)


 


CCMG ACQUISITION
CORPORATION


 


U.S. Dollar 8.875% Senior
Notes due 2014


 


	
  CUSIP No. 428040 BZ1

  	
   

  
	
  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)](21) (the “Principal
Amount”) on January 1, 2014. 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 8.875% 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.](22)  [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                  ,
           (23).](24)  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


 






(20)                            Insert
any applicable legends from Article II.


(21)                            Include
only if the Note is issued in global form.


(22)                            Include
only for Original Notes.


(23)                            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.


(24)                            Include
only for Exchange Notes issued in the exchange for Additional Notes.


 


C-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.


 


C-2

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-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:

  	
   

  
						



 


C-4

















 


(REVERSE OF NOTE)


 


This Note is one of the duly authorized issue of U.S.
Dollar 8.875% Senior Notes due 2014 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 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 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,
2010 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 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

  	
   

  
	
  2010

  	
   

  	
  104.438

  	
  %

  
	
  2011

  	
   

  	
  102.219

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


C-5

















 


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 108.875%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, 2010, 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.


 


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.


 


C-6

















 


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.


 


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


 


C-7

















 


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.


 


C-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.


 


C-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.


 


C-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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


C-11

















 


EXHIBIT D


 


Form of Exchange
Euro Note(25)


(FACE OF NOTE)


 


CCMG ACQUISITION
CORPORATION


 


Euro 7.875% Senior Notes
due 2014


 


	
  ISIN 

  	
   

  
	
   

  	
   

  
	
  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 €                           
([                                ]
Euro) [(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)](26) (the “Principal Amount”) on January 1,
2014. The Company promises to pay interest semi-annually in arrears on January 1
and July 1 in each year, commencing January 1, 2006, at the rate of
7.875% 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.](27)  [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           ,
       (28).](29)  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


 






(25)                            Insert
any applicable legends from Article II.


(26)                            Include
only if the Note is issued in global form.


(27)                            Include
only for Original Notes.


(28)                            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.


(29)                            Include
only for Exchange Notes issued in the exchange for Additional Notes.


 


D-1

















 


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.


 


Payment of the principal of (and premium, if any) and
interest on this Note will be made at the office of the applicable Paying
Agent, 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.


 


D-2

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	
   

  	
  CCMG ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


D-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:

  	
   

  



 


D-4

















 


(REVERSE OF NOTE)


 


This Note is one of the duly authorized issue of Euro
7.875% Senior Notes due 2014 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 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 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,
2010 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 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

  	
   

  
	
  2010

  	
   

  	
  103.938

  	
  %

  
	
  2011

  	
   

  	
  101.969

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


D-5

















 


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 107.875%, 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, 2010, 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.


 


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.


 


D-6

















 


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, 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.


 


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


 


D-7

















 


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 €50,000 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.


 


D-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.


 


D-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.


 


D-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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


D-11

















 


EXHIBIT E


 


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”)


 


U.S. Dollar 8.875% Senior Notes due 2014/Euro 7.875%
Senior Notes due 2014 (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

  	
   

  



 


E-1

















 


EXHIBIT F


 


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”)


 


U.S. Dollar 8.875% Senior Notes due 2014/Euro 7.875%
Senior Notes due 2014 (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


 


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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      

  	
   

  



 


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EXHIBIT G


 


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 U.S. Dollar 8.875% Senior Notes due 2014 and Euro
7.875% Senior Notes due 2014 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.


 


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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.


 


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.


 


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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:

  



 


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EXHIBIT H


 


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 U.S.
Dollar 8.875% Senior Notes due 2014 and Euro 7.875% Senior Notes due 2014 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.


 


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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 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.


 


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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:

  



 


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EXHIBIT I


[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”)


 


U.S. Dollar 8.875% Senior Notes due 2014/Euro 7.875%
Senior Notes due 2014 (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


 


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Company may reasonably require to confirm that
the proposed transfer complies with the 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

  	
   

  



 


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