Exhibit 4.3.1


 


CCMG Acquisition Corporation



$1,800,000,000
8.875% Senior Notes due 2014

€225,000,000 7.875% Senior Notes due 2014


 


 


Exchange
and Registration Rights Agreement


 


 


December 21, 2005


 


	
  Deutsche Bank
  Securities Inc.

  
	
  Lehman Brothers
  Inc.

  
	
  Merrill Lynch, Pierce, Fenner & Smith 

  Incorporated

  
	
  Goldman, Sachs &
  Co.

  
	
  J.P. Morgan
  Securities Inc.

  
	
  BNP Paribas
  Securities Corp.

  
	
  Greenwich
  Capital Markets, Inc.

  
	
  Calyon
  Securities (USA) Inc.

  
	
  As representatives of the several Dollar Purchasers

  
	
  named in Schedule I to the Purchase Agreement

  
	
  c/o Deutsche
  Bank Securities Inc.

  
	
  60 Wall Street

  
	
  New York, New
  York 10005

  
	
   

  
	
  Deutsche Bank AG, London Branch

  
	
  Lehman Brothers
  (International) Europe

  
	
  Merrill Lynch
  International

  
	
  Goldman, Sachs &
  Co.

  
	
  J.P. Morgan
  Securities Ltd.

  
	
  BNP Paribas

  
	
  The Royal Bank
  of Scotland plc

  
	
  Calyon

  
	
  As representatives of the

  
	
  several Euro Purchasers

  
	
  named in Schedule II to the Purchase Agreement

  
	
  c/o Deutsche Bank AG, London Branch

  
	
  1 Great
  Winchester Street

  
	
  London, EC2N 2DB

  
	
  United Kingdom

  



 

















 


Ladies and Gentlemen:


 


CCMG Acquisition
Corporation, a Delaware corporation (the “Issuer”), proposes to issue
and sell upon the terms set forth in the Purchase Agreement (as defined herein)
(i) to the purchasers named in Schedule I to the Purchase
Agreement (the “Dollar Purchasers”) for whom the addressees listed above
(the “Dollar Representatives”) are acting as representatives, an
aggregate of $1,800 million principal amount of 8.875% Senior Notes due 2014 of
the Company (the “Dollar Notes”) and (ii) to the purchasers named
in Schedule II to the Purchase Agreement (the “Euro Purchasers”
and, together with the Dollar Purchasers, the “Purchasers”) for whom the
addressees listed above (the “Euro Representatives”) are acting as
representatives, an aggregate of €225 million principal amount of 7.875% Senior
Notes due 2014 (the “Euro Notes” and, together with the Dollar Notes,
the “Notes”). Concurrently with or immediately following the
consummation of the Acquisition, The Hertz Corporation (“Hertz”) and the
guarantors listed on Schedule III to the Purchase Agreement (the “Guarantors”
will execute the Supplemental Senior Indenture, pursuant to which Hertz will
assume all of the obligations of an issuer under the Initial Senior Indenture
and the Notes and the Guarantors will guarantee (the “Guarantees”) the
Notes on a senior basis. References in this Agreement to the “Company”
refer to the Issuer before consummation of the Transactions (as defined in the
Purchase Agreement) and to Hertz and the Guarantors upon execution of the
Supplemental Senior Indenture and the counterparts to this Agreement as
described in Section 8(i) hereof. As an inducement to the Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the
Purchasers for the benefit of holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:


 


1.             Certain
Definitions. For purposes of this Exchange and Registration Rights
Agreement, the following terms shall have the following respective meanings:


 


“Acquisition”
shall mean the acquisition by CCMG Holdings, Inc. of all of the
outstanding capital stock of Hertz.


 


“Base
Interest” shall mean the interest that would otherwise accrue on the
Securities under the terms thereof and the Indenture, without giving effect to
the provisions of this Agreement.


 


The term “broker-dealer” shall mean any broker or dealer registered
with the Commission under the Exchange Act.


 


“Closing Date”
shall mean the date on which the Securities are initially issued.


 

















 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 


“Effective
Time,” in the case of (i) an Exchange Registration, shall mean
the time and date as of which the Commission declares the Exchange Registration
Statement effective or as of which the Exchange Registration Statement
otherwise becomes effective and (ii) a Shelf Registration, shall mean the
time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.


 


“Electing
Holder” shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, or any successor thereto, as
the same shall be amended from time to time.


 


“Exchange
Offer” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange
Registration” shall have the meaning assigned thereto in Section 3(c) hereof.


 


“Exchange
Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof


 


“Exchange
Securities” shall have the meaning assigned thereto in Section 2(a) hereof.


 


The term “holder” shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person owns any Registrable
Securities.


 


 “Initial  Senior Indenture” shall mean the Indenture, dated as of the
Closing Date, between the Issuer and Wells Fargo Bank, National Association, as
Trustee, governing the Company’s $1,800 million principal amount of 8.875%
Senior Notes due 2014 and €225 million principal amount of 7.875% Senior Notes
due 2014, as the same shall be amended or supplemented from time to time.


 


“Indenture”
or “Senior Indenture” shall mean the
Indenture, as amended by the Supplemental Senior Indenture on December 21,
2005, as the same shall be amended or supplemented from time to time.


 

















 


“Notice and
Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A
hereto, with such changes thereto as the Company may reasonably determine.


 


The term “person” shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.


 


“Purchase
Agreement” shall mean the Purchase Agreement, dated as of December 15,
2005, among the Purchasers and the Issuer relating to the Securities.


 


 “Registrable Securities”
shall mean the Securities; provided, however, that a Security shall cease to be
a Registrable Security when (i) the Security has been exchanged for an
Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof
(provided that any Exchange Security that, pursuant to the last two sentences
of Section 2(a), is included in a prospectus for use in connection with
resales by broker-dealers shall be deemed to be a Registrable Security with
respect to Sections 6 and 9 until resale of such Registrable Security has been
effected within the 90-day period referred to in Section 2(a)); (ii) a
Shelf Registration Statement registering such Security under the Securities Act
has been declared or becomes effective and such Security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any
legend borne by such Security relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed by the Company or
pursuant to the Indenture; (iv) such Security is eligible to be sold
pursuant to paragraph (k) of Rule 144; or (v) such Security shall
cease to be outstanding.


 


“Registration
Default” shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Registration
Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale
Period” shall have the meaning assigned thereto in Section 2(a) hereof.


 


“Restricted
Holder” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder that acquires
Exchange Securities outside the ordinary course of such holder’s business, (iii) a
holder that has arrangements or understandings with any person to participate
in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities


 

















 


received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,”
“Rule 405” and “Rule 415”
shall mean, in each case, such rule promulgated under the Securities Act
(or any successor provision), as the same shall be amended from time to time.


 


“Securities”
shall mean the Notes to be issued and sold to the Purchasers, and securities
issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each
Security is entitled to the benefit of the Guarantees, if any, provided for in
the Indenture and, unless the context otherwise requires, any reference herein
to a “Security,” an “Exchange Security” or a “Registrable Security” shall
include a reference to the related Guarantees, if any.


 


“Securities
Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf
Registration” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Shelf
Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.


 


“Special
Interest” shall have the meaning assigned thereto in Section 2(c) hereof.


 


“Supplemental
Senior Indenture” shall mean the Supplemental Senior Indenture to be
dated as of the Closing Date among Hertz, the Guarantors and Wells Fargo Bank,
National Association, as trustee.


 


 “Trust Indenture Act”
shall mean the Trust Indenture Act of 1939, or any successor thereto, and the
rules, regulations and forms promulgated thereunder, all as the same shall be
amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words “herein,” “hereof’ and “hereunder”
and other words of similar import refer to this Exchange and Registration
Rights Agreement as a whole and not to any particular Section or other
subdivision.


 


2.             Registration
Under  the
Securities  Act.


 


(a)           Except as set forth in Section 2(b) below,
the Company agrees to use its commercially reasonable efforts to file under the
Securities Act a registration statement relating to an offer to exchange (such
registration statement, the “Exchange Registration Statement”, and such
offer, the “Exchange Offer”) any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Issuer and


 

















 


guaranteed
by the Guarantors, which debt securities and Guarantees are substantially
identical to the Securities (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the Indenture
and which has been qualified under the Trust Indenture Act), except that they
have been registered pursuant to an effective registration statement under the
Securities Act and do not contain restrictions on transfer or provisions for
the additional interest contemplated in Section 2(c) below or the
liquidated damages provided in Section 2(d) below (such new debt
securities hereinafter called “Exchange Securities”). The Company agrees
to use its commercially reasonable efforts to cause the Exchange Registration
Statement to become effective under the Securities Act within 360 days after
the Closing Date. The Exchange Offer will be registered under the Securities
Act on the appropriate form and will comply with all applicable tender
offer rules and regulations under the Exchange Act. The Company further
agrees to use its commercially reasonable efforts to commence the Exchange
Offer promptly after the Exchange Registration Statement becomes effective,
hold the Exchange Offer open for the period required by applicable law
(including pursuant to any applicable interpretation by the staff of the
Commission), but in any event for at least 10 business days, and exchange the
Exchange Securities for all Registrable Securities that have been validly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
If the Company commences the Exchange Offer, the Company will be entitled to
close the Exchange Offer 30 days after the commencement thereof (or at the end
of such shorter period permitted by applicable law), provided that the Company
has accepted all the Registrable Securities validly tendered in accordance with
the terms of the Exchange Offer. The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such
Exchange Registration Statement effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 90th day after the Exchange
Offer has been completed and such time as such broker-dealers no longer own any
Registrable Securities.


 


Each holder participating
in the Exchange Offer shall be required to represent to the Company that (i) any
Exchange Securities received by such holder will be acquired in the ordinary
course of business, (ii) at the time of the commencement of the Exchange
Offer such holder has no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such holder is not an “affiliate,”
as defined in Rule 405 of the Securities Act, of the Company, (iv) if
such holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities, (v) if
such holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Securities that were acquired as a result of market-making
activities or other trading activities and that it will deliver a prospectus in
connection with any resale of such Exchange Securities and (vi) such
holder is not acting on behalf of any person who could not truthfully make the
foregoing representations.


 

















 


(b)           If (i) on or prior
to the time the Exchange Offer is consummated existing Commission
interpretations are changed such that the Exchange Securities received by
holders other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer has not been
completed within 390 days following the Closing Date, (iii) any Purchaser
so requests with respect to Registrable Securities not eligible to be exchanged
for Exchange Securities in the Exchange Offer and held by it following
consummation of the Exchange Offer or (iv) any holder (other than a
Purchaser) shall be, and shall notify the Company that such holder is,
prohibited by law or Commission policy from participating in the Exchange Offer
or such holder may not resell the Exchange Securities acquired in the
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Registration Statement is not available for such
resales by such holder (other than in either case (x) due solely to the status
of such holder as an affiliate of the Company within the meaning of the
Securities Act or (y) due to such holder’s inability to make the
representations set forth in the second paragraph of Section 2(a) hereof)
and any such holder so requests, the Company shall, in lieu of (or, in the case
of clauses (iii) and (iv), in addition to) conducting the Exchange Offer
contemplated by Section 2(a), use its commercially reasonable efforts to
file under the Securities Act as promptly as reasonably practicable, a “shelf”
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities (or in the case of clause (iii), the Registrable Securities held by
the Purchasers), pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the “Shelf Registration” and
such registration statement, the “Shelf Registration Statement”). The
Company agrees to use its commercially reasonable efforts (x) to cause the
Shelf Registration Statement to become effective within 360 days after the date
on which the obligation to file such Shelf Registration Statement arises and to
use its commercially reasonable efforts to cause such Shelf Registration
Statement to remain effective for a period ending on the earlier of the second
anniversary of the Effective Time or such shorter period that will terminate
when all the Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant to the Shelf Registration Statement or are distributed
to the public pursuant to Rule 144 or become eligible for resale pursuant
to Rule 144 without volume restriction, if any; provided, however, that no
holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon
the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement;
provided, however, that nothing in this clause (y) shall relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Issuer in accordance with Section 3(d)(iii) hereof.
The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or


 

















 


instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment promptly following
its filing with the Commission.


 


Notwithstanding the
foregoing, the Issuer may suspend the availability of any Shelf
Registration Statement (x) for up to an aggregate of 60 days in any consecutive
twelve-month period if (i) such action is required by applicable law or (ii) such
action is taken by the Issuer in good faith and for valid business reasons (not
including avoidance of the Company’s obligations hereunder), including the
acquisition or divestiture of assets, or (y) with respect to a Shelf
Registration Statement required to be filed due to a failure to consummate the
Exchange Offer within the required time period, if such action occurs following
the consummation of the Exchange Offer.


 


(c)           In the event that (i) the
Exchange Registration Statement has not become effective or been declared
effective by the Commission on or before 360 days after the Closing Date, or (ii) the
Exchange Offer has not been consummated within 390 days after the Closing Date,
or (iii) if a Shelf Registration Statement required to be filed under Section 2(b) hereof
is not declared effective 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 Section 2(b) hereof 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, (x) the Issuer shall have suspended the Shelf Registration
Statement pursuant to Section 2(b) hereof 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 (y) the Shelf
Registration Statement shall cease to be effective (other than by action of the
Issuer pursuant to the second paragraph of Section 2(b) hereof) without
being replaced within 90 days by a shelf registration statement that is filed
and declared effective (each such event referred to in clauses (i) through
(iv), a “Registration Default” and each period during which a
Registration Default has occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special
Interest”), in addition to the Base Interest, shall accrue on Registrable Securities
for the Registration Default Period (but only with respect to one Registration
Default at any particular time) until such time as all Registration Defaults
have been cured at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period, which rate shall increase by an additional 0.25%
during each subsequent 90-day period, up to a maximum of 0.50% regardless of
the number of Registration Defaults that shall have occurred and be continuing.
Following the cure of all Registration Defaults, the accrual of Special
Interest will cease. A Registration Default under clause (iii) or (iv) 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.


 


(d)           If during the 90 day
period referenced in the final sentence of the first paragraph of Section 2(a) hereof
the Exchange Offer Registration Statement is


 

















 


suspended
by the Company or ceases to be effective such that any broker-dealer that (i) receives
Exchange Securities in the Exchange Offer and (ii) is subject to
prospectus delivery requirements cannot fulfill such requirements, the Company
shall pay liquidated damages to such broker-dealers in an amount calculated in
a manner consistent with that specified above with respect to Registration
Defaults.


 


(e)           The Company shall take
all actions reasonably necessary or advisable to be taken by it to ensure that
the transactions contemplated herein are effected as so contemplated, including
all actions necessary or desirable to register the Guarantees (if any) under
the registration statement contemplated in Section 2(a) or 2(b) hereof,
as applicable.


 


(f)            Any reference herein
to a registration statement as of any time shall be deemed to include any
document incorporated, or deemed to be incorporated, therein by reference as of
such time and any reference herein to any post-effective amendment to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.


 


3.             Registration
Procedures.


 


If the Company files a
registration statement pursuant to Section 2(a) or Section 2(b),
the following provisions shall apply:


 


(a)           At or before the
Effective Time of the Exchange Offer or the Shelf Registration, as the case may be,
the Company shall qualify the Indenture under the Trust Indenture Act.


 


(b)           In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


 


(c)           In connection with the
Company’s obligations with respect to the registration of Exchange Securities
as contemplated by Section 2(a) (the “Exchange Registration”),
if applicable, the Company shall:


 


(i)            use
its commercially reasonable efforts to prepare and file with the Commission an
Exchange Registration Statement on any form which may be utilized by
the Company and which shall permit the Exchange Offer and resales of Exchange
Securities by broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use its commercially reasonable efforts
to cause such Exchange Registration Statement to become effective within 360
days after the Closing Date;


 


(ii)           prepare
and file with the Commission such amendments and supplements to such Exchange
Registration Statement and the prospectus


 

















 


included therein as may be
necessary to effect and maintain the effectiveness of such Exchange
Registration Statement for the periods and purposes contemplated in Section 2(a) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Exchange
Registration Statement, and promptly provide each broker-dealer holding
Exchange Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all material
respects with the requirements of the Securities Act and the rules and
regulations of the Commission thereunder, as such broker-dealer reasonably may request
prior to the expiration of the Resale Period, for use in connection with
resales of Exchange Securities;


 


(iii)          promptly
notify each broker-dealer that has requested or received copies of the
prospectus included in such registration statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the prospectus
included therein or any prospectus amendment or supplement or post-effective
amendment has been filed, and, with respect to such Exchange Registration
Statement or any post-effective amendment, when the same has become effective, (B) of
any request by the Commission for amendments or supplements to such Exchange
Registration Statement or prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness
of such Exchange Registration Statement or the initiation of any proceedings
for that purpose, (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Exchange Securities
for sale in any jurisdiction or the initiation of any proceeding for such
purpose, or (E) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the rules and
regulations of the Commission thereunder or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(iv)          in
the event that the Company would be required, pursuant to Section 3(c)(iii)(E) above,
to notify any broker-dealers holding Exchange Securities, use its commercially
reasonable efforts to prepare and furnish as soon as practicable to each such
broker-dealer a reasonable number of copies of a prospectus supplemented or
amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;


 

















 


(v)           use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Registration Statement or any
post-effective amendment thereto at the earliest practicable date;


 


(vi)          use
its commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the state securities laws or blue sky laws of such
U.S. jurisdictions as any participating holder of the Registrable Securities
reasonably requests in writing no later than the commencement of the Exchange
Offer, (B) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers, sales and dealings
therein in such jurisdictions until the expiration of the Resale Period and (C) take
any and all other actions as may be reasonably necessary to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions; provided, however, that the Company shall not be
required for any such purpose to (1) qualify as a foreign corporation in
any jurisdiction wherein it would not otherwise be required to qualify but for
the requirements of this Section 3(c)(vi), (2) consent to general
service of process in any such jurisdiction or (3) make any changes to its
certificate of incorporation, by-laws or other organizational document, or any
agreement between it and any of its equityholders;


 


(vii)         provide
a CUSIP number for all Exchange Securities, not later than the consummation of
the Exchange Offer; and


 


(viii)        comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Registration Statement, an earning statement of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(d)           In connection with the
Company’s obligations with respect to the Shelf Registration, if applicable,
the Company shall:


 


(i)            use
its commercially reasonable efforts to prepare and file with the Commission, as
promptly as reasonably practicable, a Shelf Registration Statement on any form which
may be utilized by the Company and which shall register all of the
Registrable Securities (or in the case of a Shelf Registration Statement filed
pursuant to Section 2(b)(iii), the Registrable Securities held by the
Purchasers) for resale by the holders thereof in accordance with such method or
methods of disposition as may be specified in the applicable Notice and
Questionnaire by such of the holders as, from time to time, may be
Electing Holders and use its commercially reasonable efforts to cause such
Shelf Registration Statement to become effective within the time periods
specified in Section 2(b);


 

















 


(ii)           not
less than 15 calendar days prior to the Effective Time of the Shelf
Registration Statement, mail the Notice and Questionnaire to the holders of
Registrable Securities; no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time,
and no holder shall be entitled to use the prospectus forming a part thereof
for resales of Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the Company by the
deadline for response set forth therein; provided, however, holders of
Registrable Securities shall have at least 13 calendar days from the date on
which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and Questionnaire to the Company;


 


(iii)          after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company shall
not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable
Securities until such holder has returned a completed and signed Notice and
Questionnaire to the Company;


 


(iv)          as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included therein
as may be necessary to effect and maintain the effectiveness of such Shelf
Registration Statement for the period specified in Section 2(b) hereof
and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf
Registration Statement, and furnish to the Electing Holders copies of any such
supplement or amendment as soon as practicable following its filing with the
Commission. Notwithstanding the foregoing, the Issuer may suspend the
availability of any Shelf Registration Statement (x) for up to an aggregate of
60 days in any consecutive twelve-month period if (i) such action is
required by applicable law or, (ii) such action is taken by the Issuer in
good faith and for valid business reasons (not including avoidance of the
Company’s obligations hereunder), including the acquisition or divestiture of
assets, or (y) with respect to a Shelf Registration Statement required to be
filed due to a failure to consummate the Exchange Offer within the required
time period, if such action occurs following the consummation of the Exchange
Offer;


 


(v)           comply
in all material respects with the provisions of the Securities Act with respect
to the disposition of all of the Registrable Securities covered by such Shelf
Registration Statement in accordance with the intended methods of disposition
by the Electing Holders provided for in such Shelf Registration Statement;


 

















 


(vi)          for
a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(b), make reasonably
available at reasonable times at the Issuer’s principal place of business or
such other reasonable place for inspection by a representative of, and not more
than one counsel acting for, Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities at the time
outstanding (the “Majority Electing Holders”) and any underwriter
participating in the distribution of the Registrable Securities being sold
(including any person who may be deemed an underwriter within the meaning
of Section 2(a)(ii) of the Securities Act) such relevant financial
and other pertinent information and books and records of the Company, and use
its commercially reasonable efforts to cause the officers, employees, counsel
and independent certified public accountants of the Company to respond to such
inquiries, as shall be reasonably necessary to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing investigation and information gathering
shall be coordinated on behalf of all such parties by one counsel designated by
and on behalf of all such parties and provided, further, that each such party
shall be required (pursuant to an agreement in form and substance
reasonably satisfactory to the Company) to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Company as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise except as a result of a
breach of this or any other obligation of confidentiality to the Company known
to such party), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such person shall have given the Company prompt
prior written notice of such requirement so that the Company, at its expense, may undertake
appropriate action to prevent disclosure of such information or records), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case may be,
complies with applicable requirements of the federal securities laws and the rules and
regulations of the Commission and does not contain an untrue statement of a
material fact or omit to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;


 


(vii)         promptly
notify each of the Electing Holders and any managing underwriter thereof and
confirm such advice in writing, (A) when such Shelf Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Shelf
Registration Statement or any post-effective amendment,


 

















 


when the same has become
effective, (B) of any request by the Commission for amendments or
supplements to such Shelf Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of such Shelf Registration Statement or the
initiation of any proceedings for that purpose, (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of
any proceeding for such purpose or (E) if at any time when a prospectus is
required to be delivered under the Securities Act, that such Shelf Registration
Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;


 


(viii)        use
its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement or any
post-effective amendment thereto at the earliest practicable date;


 


(ix)           if
requested by any managing underwriter or the Majority Electing Holders,
promptly incorporate in a prospectus supplement or post-effective amendment
such information as is required by the applicable rules and regulations of
the Commission and as such managing underwriter or such Majority Electing
Holders shall specify should be included therein relating to the terms of the
sale of such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Majority Electing
Holders or to any underwriters, the names and descriptions of such Majority
Electing Holders or underwriters, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in
respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable Securities
to be sold by such Majority Electing Holders or to such underwriters; and make
all required filings of such prospectus supplement or post-effective amendment
as soon as practicable after notification of the matters to be incorporated in
such prospectus supplement or post-effective amendment;


 


(x)            furnish
to each Electing Holder, and each underwriter, if any, thereof such number of
copies of such Shelf Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein) and of the prospectus included in
such Shelf Registration Statement (including each preliminary prospectus), in
conformity in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission thereunder,
as such Electing Holder and underwriter, if any, may reasonably request in
order to facilitate the offering and disposition of the Registrable Securities
owned by such Electing Holder or underwritten by such


 

















 


underwriter and to permit
such Electing Holder and underwriter, if any, to satisfy the prospectus
delivery requirements of the Securities Act; and the Company hereby consents to
the use of such prospectus (including such preliminary prospectus) and any
amendment or supplement thereto by each such Electing Holder and by any such
underwriter, in each case in the form most recently provided to such
person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary
prospectus) or any supplement or amendment thereto;


 


(xi)           use
its commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement
under such state securities laws or blue sky laws of such U.S. jurisdictions as
any Electing Holder and managing underwriter, if any, thereof shall reasonably
request, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and
dealings therein in such jurisdictions during the period the Shelf Registration
is required to remain effective under Section 2(b) above and for so
long as may be necessary to enable any such Electing Holder or underwriter
to complete its distribution of Securities pursuant to such Shelf Registration
Statement and (C) take any and all other actions as may be reasonably
necessary to enable each such Electing Holder and underwriter, if any, to
consummate the disposition in such jurisdictions of such Registrable Securities;
provided, however, that the Company shall not be required for any such purpose
to (1) qualify as a foreign corporation in any jurisdiction wherein it
would not otherwise be required to qualify but for the requirements of this Section 3(d)(xi),
(2) consent to general service of process in any such jurisdiction or (3) make
any changes to its certificate of incorporation, by-laws or other
organizational document, or any agreement between it and any of its
equityholders;


 


(xii)          unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates shall not bear any restrictive
legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriter may request a reasonable amount of time prior to any
sale of the Registrable Securities;


 


(xiii)         provide
a CUSIP number for all Registrable Securities, not later than the applicable
Effective Time;


 


(xiv)        enter
into one or more underwriting agreements in customary form, including customary
provisions relating to indemnification and contribution, and use its
commercially reasonable efforts to take such other actions, if any, in
connection therewith as any Electing Holders aggregating at least 20% in
aggregate principal amount of the Registrable Securities at the time
outstanding


 

















 


shall reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities;


 


(xv)         if
requested by the Majority Electing Holders or if the offering contemplated by
the Shelf Registration is an underwritten offering, use its commercially
reasonable efforts to (A) make such representations and warranties to the
Electing Holders and the underwriters, if any, thereof in form, substance and
scope as are customarily made in connection with an offering of debt securities
pursuant to any underwriting agreement; (B) obtain an opinion of counsel
to the Company in customary form subject to customary limitations,
assumptions and exclusions and covering such matters, of the type customarily
covered by such an opinion, as the managing underwriters, if any, or as any
Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding may reasonably request,
addressed to the Electing Holders and the underwriters, if any, thereof and
dated the effective date of such Shelf Registration Statement (and if such
Shelf Registration Statement contemplates an underwritten offering of a part or
all of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto); (C) obtain a “cold comfort”
letter or letters from the independent certified public accountants of the
Company addressed to the selling Electing Holders or the underwriters, if any,
thereof, dated (i) the effective date of such Shelf Registration Statement
and (ii) if such Shelf Registration Statement contemplates an underwritten
offering, dated the date of the closing under the underwriting agreement
relating thereto, such letter or letters to be in customary form and
covering such matters of the type customarily covered by letters of such type,
subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72; and (D) deliver
such customary documents and certificates, including officers’ certificates, as
may be reasonably requested by the Majority Electing Holders and the
managing underwriters, if any, thereof,


 


(xvi)        notify
in writing each holder of Registrable Securities of any proposal by the Company
to amend or waive any provision of this Exchange and Registration Rights
Agreement pursuant to Section 9(h) hereof and of any amendment or
waiver effected pursuant thereto, each of which notices shall contain the text
of the amendment or waiver proposed or effected, as the case may be;


 


(xvii)       in
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an
underwriting syndicate (within the meaning of the Conduct Rules (the “Conduct
Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)
or any successor thereto, as amended from time to time) thereof as an
underwriter, use commercially reasonable efforts to provide information to
assist such broker-dealer in complying with the requirements of such Conduct
Rules; and


 

















 


(xviii)      comply
in all material respects with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities
Act (including, at the option of the Company, Rule 158 thereunder).


 


(e)           In the event that the
Company would be required, pursuant to Section 3(d)(vii)(E) above, to
notify the Electing Holders and the managing underwriters, if any, thereof, the
Company shall as soon as practicable prepare and furnish to each of the
Electing Holders and to each such underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registrable Securities, such prospectus shall conform in
all material respects to the applicable requirements of the Securities Act and
the rules and regulations of the Commission thereunder and shall not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. Each broker-dealer and
Electing Holder agrees that upon receipt of any notice from the Company
pursuant to Section 3(c)(iii)(E) or Section 3(d)(vii)(E) hereof,
such broker-dealer or Electing Holder shall forthwith discontinue the
disposition of Registrable Securities pursuant to the Exchange Registration
Statement or Shelf Registration Statement applicable to such Registrable
Securities until such broker-dealer or Electing Holder shall have received
copies of such amended or supplemented prospectus, and if so directed by the
Company, such broker-dealer or Electing Holder shall deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in
such broker-dealer’s or Electing Holder’s possession of the prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


(f)            In the event of a
Shelf Registration, in addition to the information required to be provided by
each Electing Holder in its Notice and Questionnaire, the Issuer may require
such Electing Holder to furnish to the Company such additional information
regarding such Electing Holder and such Electing Holder’s intended method of
distribution of Registrable Securities as may be required in order to
comply with the Securities Act. Each such Electing Holder agrees to notify the
Issuer as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Company or of the occurrence
of any event in either case as a result of which any prospectus relating to
such Shelf Registration contains or would contain an untrue statement of a
material fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities or omits to state any
material fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition


 

















 


of
such Registrable Securities, an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.


 


4.             Registration
Expenses.


 


The Company agrees to
bear and to pay or cause to be paid promptly all expenses incident to the
Company’s performance of or compliance with this Exchange and Registration
Rights Agreement, including (a) all Commission and any NASD registration,
filing and review fees and expenses including the reasonable fees and
disbursements of counsel for the underwriters, if any, in connection with such
registration, filing and review, (b) all fees and expenses in connection
with the qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xi) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may reasonably
designate, including the reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to
the offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) reasonable fees and expenses of the
Trustee under the Indenture, any agent of the Trustee and any counsel for the
Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company’s officers and employees
performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel of the Issuer and independent certified public accountants
of the Issuer (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance), (h) reasonable
fees, disbursements and expenses of any “qualified independent underwriter”
engaged pursuant to Section 3(d)(xvii) hereof, (i) the reasonable
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Issuer), (j) any fees charged by securities rating services
for rating the Securities, and (k) fees, expenses and disbursements of any
other persons, including special experts, retained by the Issuer in connection
with such registration (collectively, the “Registration Expenses”). To
the extent that any Registration Expenses are incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full
amount of the


 

















 


Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.


 


5.             Indemnification.


 


(a)           Indemnification
by the Company. The Company will indemnify and hold harmless (x)
each of the broker-dealers whose Registrable Securities are included in an
Exchange Registration Statement, each of the Electing Holders of Registrable
Securities included in a Shelf Registration Statement against any losses,
claims, damages or liabilities, joint or several, to which such broker-dealer,
Electing Holder may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Exchange Registration Statement
or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Company to any such broker-dealer or Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such broker-dealer or Electing Holder for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that (i) the
Company shall not be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein and (ii) with respect to any untrue statement or
alleged untrue statement or omission or alleged omission made in a Shelf
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration Statement,
the indemnity agreement contained in this Section 5(a) will not inure
to the benefit of any broker-dealer or Electing Holder from whom the person
asserting any such loss, claim, damage or liability purchased the Registrable
Securities purchased concerned, to the extent that at the time of such purchase
such broker-dealer or Electing Holder had received timely written advice from
the Company prior to such purchase that the use of such prospectus, amendment,
supplement or preliminary prospectus was suspended as provided in Section 3(e) hereof.


 


(b)           Indemnification
by the Holders. The Company may require, as a condition to
including any Registrable Securities in any registration statement filed
pursuant to Section 2(b) hereof, that the Company shall have received
an undertaking


 

















 


reasonably
satisfactory to it from the Electing Holder of such Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company
and all other holders of Registrable Securities, against any losses, claims,
damages or liabilities to which the Company or such other holders of
Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Electing
Holder expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 5(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.


 


(c)           Notices of
Claims, Etc. Promptly after receipt by an indemnified party under Section 5(a) or
5(b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party pursuant to the indemnification provisions of or
contemplated by this Section 5, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under the indemnification provisions of
or contemplated by Section 5(a) or 5(b) hereof. In case any such
action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such
settlement,


 

















 


compromise
or judgment (i) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)           Contribution.
If for any reason the indemnification provisions contemplated by Section 5(a) or
Section 5(b) hereof are unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 5(d) were determined by pro rata allocation (even if
the holders or any agents or underwriters or all of them were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 5(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 5(d),
no holder shall be required to contribute any amount in excess of the amount by
which the dollar amount of the proceeds received by such holder from the sale
of any Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders’ and any underwriters’
obligations in this Section 5(d) to contribute shall be several in
proportion to the principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.


 


(e)           The obligations of the
Company under this Section 5 shall be in addition to any liability which
the Company may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder and each
person, if any, who controls any holder within the meaning of the Securities
Act; and the obligations of the holders contemplated by this Section 6
shall be in addition to


 

















 


any
liability which the respective holder may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
(including any person who, with his consent, is named in any registration
statement as about to become a director of the Company) and to each person, if
any, who controls the Company within the meaning of the Securities Act.


 


6.             Underwritten
Offerings.


 


(a)           Selection of
Underwriters. If any of the Registrable Securities covered by the
Shelf Registration are to be sold pursuant to an underwritten offering, the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, subject to the consent
of the Issuer (which shall not be unreasonably withheld or delayed) and such
Electing Holders shall be responsible for all underwriting discounts and
commissions in connection therewith.


 


(b)           Participation
by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


7.             Rule 144.


 


The Company covenants to
the holders of Registrable Securities that to the extent it shall be required
to do so under the Exchange Act, the Company shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted
by the Commission thereunder, and shall take such further action as any holder
of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder’s sale pursuant to Rule 144,
the Company shall deliver to such holder a written statement as to whether it
has complied with such requirements. The Company will be deemed to have
satisfied the foregoing requirements if either of the Company’s Parents, CCMG
Holdings, Inc or CCMG Corporation, files such reports and takes such actions of
the types otherwise so required, in each case within the applicable time
periods.


 

















 


8.             Miscellaneous.


 


(a)           No
Inconsistent Agreements. The Company represents warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.


 


(b)           Specific
Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if the Company fails to perform any of its obligations
hereunder and that the Purchasers and the holders from time to time of the
Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.


 


(c)           Notices.
All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered by hand, if delivered personally or by courier, or three days after
being deposited in the mail (registered or certified mail, postage prepaid,
return receipt requested) as follows: (i) if to the Company, to it at 225
Brae Boulevard, Park Ridge, New Jersey 07656, Attention: Secretary, with a copy
to Steven J. Slutzky, Esq., Debevoise & Plimpton LLP, 919 Third
Avenue, New York, New York 10022, (ii) if to a holder, to the address of
such holder set forth in the security register or other records of the Company
or to such other address as the Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt, and (iii) if to
the Purchasers, c/o Deutsche Bank Securities Inc., 60 Wall Street, New York,
New York 10005, Attention: Corporate Finance Department with a copy to Rod
Miller, Esq., Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153.


 


(d)           Parties in
Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed
a beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Exchange and Registration Rights Agreement. If the Company shall so
request, any such successor, assign or


 

















 


transferee
shall agree in writing to acquire and hold the Registrable Securities subject
to all of the applicable terms hereof.


 


(e)           Survival.
The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Exchange and Registration Rights Agreement or
made pursuant hereto shall remain in full force and effect regardless of any
investigation (or statement as to the results thereof) made by or on behalf of
any holder of Registrable Securities, any director, officer or partner of such
holder, any agent or underwriter or any director, officer or partner thereof,
or any controlling person of any of the foregoing, and shall survive delivery
of and payment for the Registrable Securities pursuant to the Purchase
Agreement and the transfer and registration of Registrable Securities by such
holder and the consummation of an Exchange Offer.


 


(f)            Governing
Law. This Exchange and Registration Rights Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(g)           Headings.
The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Exchange and Registration Rights
Agreement and shall not affect in any way the meaning or interpretation of this
Exchange and Registration Rights Agreement.


 


(h)           Entire
Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture
and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect
to its subject matter. This Exchange and Registration Rights Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Exchange and Registration Rights Agreement may be
amended and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time outstanding. Each
holder of any Registrable Securities at the time or thereafter outstanding
shall be bound by any amendment or waiver effected pursuant to this Section 8(h),
whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such holder.


 


(i)            Counterparts.
This Exchange and Registration Rights Agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument. Concurrently with or immediately following the consummation of the
Acquisition (as defined in the Purchase Agreement) each Guarantor will execute
a counterpart to this Exchange and Registration Rights Agreement in the form set
forth in


 

















 


Exhibit C
and Hertz will execute a counterpart to this Exchange and Registration
Rights Agreement in the form set forth in Exhibit D.


 


If the foregoing is in
accordance with your understanding, please sign and return to us six
counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Purchasers, this letter and such acceptance hereof shall constitute a
binding agreement between each of the Purchasers and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the
authority of the signers thereof.


 


 


[Signature
Pages Follow]


 

















 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CCMG ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David H. Wasserman

  	
   

  
	
   

  	
  Name:

  	
  David H. Wasserman

  
	
   

  	
  Title:

  	
  President

  



 

















 


	
  DEUTSCHE BANK
  SECURITIES INC.

  	
   

  
	
  LEHMAN BROTHERS
  INC.

  	
   

  
	
  MERRILL LYNCH,
  PIERCE, FENNER & SMITH INC.

  	
   

  
	
  GOLDMAN, SACHS &
  CO.

  	
   

  
	
  J.P. MORGAN
  SECURITIES INC.

  	
   

  
	
  BNP PARIBAS
  SECURITIES CORP.

  	
   

  
	
  GREENWICH
  CAPITAL MARKETS, INC.

  	
   

  
	
  CALYON
  SECURITIES (USA) INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark Fedorcik

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank Securities Inc.)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David S. Bailey

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank Securities Inc.)

  	
   

  	
   

  
	
   

  	
   

  
	
  On behalf of
  each of the Dollar Purchasers

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, LONDON BRANCH

  	
   

  
	
  LEHMAN BROTHERS
  (INTERNATIONAL) EUROPE

  	
   

  
	
  MERRILL LYNCH
  INTERNATIONAL

  	
   

  
	
  GOLDMAN, SACHS &
  CO.

  	
   

  
	
  J.P. MORGAN
  SECURITIES LTD.

  	
   

  
	
  BNP PARIBAS

  	
   

  
	
  THE ROYAL BANK
  OF SCOTLAND PLC

  	
   

  
	
  CALYON

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bruce Mackenzie

  	
   

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank AG, London
  Branch)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Brian Bassett

  	
   

  	
   

  	
   

  
	
   

  	
  (Deutsche Bank AG, London
  Branch)

  	
   

  	
   

  
	
   

  	
   

  
	
  On behalf of
  each of the Euro Purchasers

  	
   

  
								



 

















 


Exhibit A


 


The Hertz Corporation



INSTRUCTION TO DTC PARTICIPANTS





(Date of Mailing)





URGENT - IMMEDIATE ATTENTION REQUESTED





DEADLINE FOR RESPONSE:  [DATE](1)


 


 


The Depository Trust
Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in The Hertz Corporation (the “Company”) % Senior
Notes due 2014 (the “Securities”) are held.


 


The Company is in the
process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities
included in the registration statement, beneficial owners must complete and
return the enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.


 


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact The Hertz
Corporation, 225 Brae Boulevard, Park Ridge, New Jersey, Attention: Secretary,
(201) 307-2000.


 


 






(1)           Not
less than 28 calendar days from date of mailing.


 

















 


The Hertz Corporation





Notice of Registration Statement

and

Selling, Securityholder Questionnaire





(Date)


 


Reference is hereby made
to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) between The Hertz Corporation (the “Company”)
and the Purchasers named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form [      ]
(the “Shelf Registration Statement”) for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Company’s % Senior Notes due 2014 (the “Securities”). A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.


 


Each beneficial owner of
Registrable Securities (as defined below) is entitled to have the Registrable
Securities beneficially owned by it included in the Shelf Registration
Statement. In order to have Registrable Securities included in the Shelf
Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire (“Notice and Questionnaire”) must be
completed, executed and delivered to the Company’s counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not
use the Prospectus forming a part thereof for resales of Registrable
Securities.


 


Certain legal consequences
arise from being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.


 


The term “Registrable
Securities” is defined in the Exchange and Registration Rights Agreement.


 

















 


ELECTION


 


The undersigned holder
(the “Selling Securityholder”) of Registrable Securities hereby elects
to include in the Shelf Registration Statement the Registrable Securities
beneficially owned by it and listed below in Item (3). The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement,
including, without limitation, Section 6 of the Exchange and Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.


 


Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and Trustee
the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B
to the Exchange and Registration Rights Agreement.


 


The Selling
Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:


 

















 


QUESTIONNAIRE


 


1.             (a)           Full
Legal Name of Selling Securityholder:


 


(b)                                 Full
Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:


 


(c)                                  Full
Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) below are Held:


 


2.                                       Address
for Notices to Selling Securityholder:


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Telephone:

  	
   

  
	
   

  
	
  Fax:

  	
   

  
	
   

  
	
  Contact Person:

  	
   

  
				



 


3.                                       Beneficial
Ownership of Securities:


 


Except as set forth below in this Item (3), the
undersigned does not beneficially own any Securities.


 


(a)                                  Principal
amount of Registrable Securities beneficially owned:


CUSIP No(s). of
such Registrable Securities:


 


 


(b)                                 Principal
amount of Securities other than Registrable Securities beneficially owned:


CUSIP No(s). of
such other Securities:


 


 


(c)                                  Principal
amount of Registrable Securities which the undersigned wishes to be included in
the Shelf Registration Statement:


CUSIP No(s). of
such Registrable Securities to be included in the Shelf Registration Statement:


 

















 


4.             Beneficial Ownership
of Other Securities of the Company:


 


Except as set forth below in this Item (4), the
undersigned Selling Securityholder is not the beneficial or registered owner of
any other securities of the Company, other than the Securities listed above in
Item (3).


 


State any exceptions here:


 


5.             Relationships with
the Company:


 


Except as set forth below, neither the Selling
Securityholder nor any of its affiliates, officers, directors or principal
equity holders (5% or more) has held any position or office or has had any
other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:


 


6.             Plan of Distribution:


 


Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all): 
Such Registrable Securities may be sold from time to time directly
by the undersigned Selling Securityholder or, alternatively, through
underwriters, broker-dealers or agents. Such Registrable Securities may be
sold in one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or
quotation service on which the Registered Securities may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In
connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the Registrable Securities in
the course of hedging the positions they assume. The Selling Securityholder may also
sell Registrable Securities short and deliver Registrable Securities to close
out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.


 


State any exceptions here:


 


By signing below, the
Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act
and the rules and regulations thereunder, particularly Regulation M.


 

















 


In the event that the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By signing below, the
Selling Securityholder consents to the disclosure of the information contained
herein in its answers to Items (1) through (6) above and the
inclusion of such information in the Shelf Registration Statement and related
Prospectus. The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus.


 


In accordance with the
Selling Securityholder’s obligation under Section 3(d) of the
Exchange and Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to
the date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:


 


	
  (i)

  	
  To the Company:

  
	
   

  	
   

  
	
   

  	
  The Hertz
  Corporation

  
	
   

  	
  225 Brae
  Boulevard

  
	
   

  	
  Park Ridge, NJ
  07656-0713

  
	
   

  	
  Attention:
  Secretary

  
	
   

  	
   

  
	
  (ii)

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Steven J.
  Slutzky, Esq.

  
	
   

  	
  Debevoise &
  Plimpton LLP

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  New York, New
  York 10022

  



 


Once this Notice and
Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.


 

















 


IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.


 


	
  Dated:

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling Securityholder

  
	
   

  	
  (Print/type full legal name of beneficial owner of
  Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:


 


Steven J. Slutzky, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022


 

















 


Exhibit B


 


NOTICE
OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


Wells Fargo Bank,
National Association

The Hertz Corporation

c/o Wells Fargo Bank, National Association

213 Court Street, Suite 703

Middletown, Connecticut 06457


 


Attention:  Trust Officer


 


	
  Re:

  	
   

  	
  The Hertz
  Corporation (the “Company”)

  
	
   

  	
   

  	
  % Senior Notes due 2014

  



 


Dear Sirs:


 


Please be advised that                       
has transferred $              
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [              ]
(File No. 333-) filed by the Company.


 


We hereby certify that
the prospectus delivery requirements, if any, of the Securities Act of 1933, as
amended, have been satisfied and that the above-named beneficial owner of the
Notes is named as a “Selling Holder” in the Prospectus dated            
or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  (Authorized Signature)

  	
   

  
				



 

















 


Exhibit C


 


Form of joinder agreement to the Exchange and
Registration Rights Agreement

to be executed by the Guarantors


 


 


Joinder Agreement to the Exchange and Registration
Rights Agreement


 


Upon consummation of the Acquisition, the undersigned hereby agrees to
be bound by all the obligations of a Guarantor under the terms of the Exchange
and Registration Rights Agreement (the “Registration Rights Agreement”) dated December [         ],
2005, among CCMG Acquisition Corporation, a Delaware corporation, and the
Purchasers. Capitalized terms used, but not defined, in this Counterpart to
the Exchange and Registration Rights Agreement shall have the meanings assigned
to them in the Registration Rights Agreement.


 


 


	
  Dated: December [         ],
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
  [GUARANTORS];

  
	
   

  	
   

  
	
   

  	
  each as a
  Guarantor,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Exhibit D


 


Form of counterpart to the Exchange and
Registration Rights Agreement

to be executed by The Hertz Corporation


 


 


Counterpart to the Exchange and Registration
Rights Agreement


 


Upon the consummation of the Acquisition, the undersigned hereby agrees
to be bound by all the obligations of an Issuer under the terms of the Exchange
and Registration Rights Agreement (the “Registration Rights Agreement”) dated December [      ],
2005, among CCMG Acquisition Corporation, a Delaware corporation, and the
Purchasers. The undersigned further agrees that all references in the
Registration Rights Agreement to the “Issuer” and the “Company” shall be
references to the undersigned. Capitalized terms used, but not defined, in this
Counterpart to the Exchange and Registration Rights Agreement shall have
the meanings assigned to them in the Registration Rights Agreement.


 


 


	
  Dated: December [      ],
  2005

  	
  THE HERTZ
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: