Exhibit 10.24


INDEMNIFICATION
AGREEMENT


This INDEMNIFICATION AGREEMENT, dated as of December
21, 2005 (the “Agreement”), is among CCMG Holdings, Inc., a Delaware
corporation (the “Company”), The Hertz Corporation, (“Hertz” and,
together with the Company, the “Company Entities”), ML Global Private
Equity Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”),
Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P. and ML Hertz
Co-Investor, L.P. (collectively, the “Other Investors”) and Merrill
Lynch Global Partners, Inc., a Delaware corporation (“Manager”).  Capitalized terms used herein without
definition have the meanings set forth in Section 1 of this Agreement.


RECITALS


A.            The Fund is managed by Manager, and the general partner
of the Fund is MLGPE LTD, a Cayman Islands exempted limited partnership (the “GP
of the Fund”), and the special limited partner of the Fund is ML Global
Private Equity Partners, L.P., a Cayman Islands exempted limited partnership
(together with the (i) GP of the Fund and (ii) any general
partner of the Other Investors and any other investment vehicle that is a
direct or indirect stockholder in the Company managed by Manager or its
Affiliates, “Manager Associates”).


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


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


D.            The Company, the Committing Investors and certain other
parties have entered into a Stockholders Agreement (as the same may be amended
from time to time in accordance with the terms thereof, the “Stockholders
Agreement”), dated as of

















December 21, 2005, setting forth certain agreements
with respect to, among other things, the management of the Company and
transfers of its shares in various circumstances.


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


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


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


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


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


J.             The parties hereto recognize the possibility that claims
might be made against and liabilities incurred by Manager, the Fund, the Other
Investors, Manager Associates, or related Persons or Affiliates under
applicable securities laws or otherwise


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in connection with the Transactions or the Securities
Offerings, or relating to other actions or omissions of or by members of the
Company Group, or relating to the provision of management consulting,
monitoring and financial advisory services to the Company Group by Manager or
Affilates thereof, and the parties hereto accordingly wish to provide for
Manager, the Fund and Manager Associates and related Persons and Affiliates to
be indemnified in respect of any such claims and liabilities.


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


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


1.             Definitions.


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


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


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


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


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


(f)            “Indemnitee”
means each of Manager, the Fund, the Other Investors, Manager Associates, their
respective Affiliates, their respective successors and assigns,


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and the
respective directors, officers, partners, members, employees, agents, advisors,
consultants, representatives and controlling persons (within the meaning of the
Securities Act) of each of them, or of their partners, members and controlling
persons, and each other person who is or becomes a director or an officer of
any member of the Company Group, in each case irrespective of the capacity in
which such person acts.


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


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


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


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all
exhibits, financial statements and schedules appended thereto, and any submission
to the Commission or any securities exchange in connection therewith.


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


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


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


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


2.             Indemnification.


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


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


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


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her fiduciary duty as a director or an officer of any
member of the Company Group;


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


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


3.             Contribution.


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


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the
Transactions or any Securities Offering, the relative benefits received by each
member of the Company Group, on the one hand, and such Indemnitee, on the other,
from such Transaction or Securities Offering and (iii) if required by
applicable law, any other relevant equitable considerations.


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


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


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


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Indemnifying
Party would have been liable to indemnify, defend and hold harmless such
Indemnitee under the corresponding Section 2(a) or 2(b), as applicable, if such
indemnity were enforceable under applicable law.  No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the event that
such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) in connection with such Obligation and the Indemnifying Parties are not
guilty of such fraudulent misrepresentation.


4.             Indemnification
Procedures.


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


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of the
defense of such Claim, including making available evidence within the control
of Manager or such Indemnitee, as the case may be, and persons needed as
witnesses who are employed by Manager or such Indemnitee, as the case may be, in
each case as reasonably needed for such defense and at cost, which cost, to the
extent reasonably incurred, shall be paid by the Indemnifying Parties.


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


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


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


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


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(a) If to any Company
Entity, to:


CCMG Holdings, Inc. 

c/o M&C Corporate Services Limited (on behalf of Clayton, Dubilier &
Rice Fund VII, L.P.)

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies

Facsimile: (345) 949-8080


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


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York  10152

Attention:  Mr. David H. Wasserman

Facsimile:  (212) 893-7061


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


Carlyle Partners IV, L.P. 

c/o The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention:  Mr. Gregory S. Ledford

Facsimile:  (202) 347-1818


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


ML Global Private Equity Fund, L.P. 

c/o Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

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

Facsimile: (212) 449-1119


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(b) If to Manager, to:


ML Global Private Equity
Fund, L.P. 

c/o Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

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

Facsimile: (212) 449-1119


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


Wachtell Lipton, Rosen & Katz


51 West 52nd Street


New York, New York 10019


Attention: 
Andrew R. Brownstein, Esq.


                        Gavin D. Solotar, Esq.


Facsimile:  (212) 403-2000


(c) If to the Fund, to:


ML Global Private Equity
Fund, L.P.


c/o Merrill Lynch Global
Private Equity


4 World Financial Center,
23rd Floor


New York, NY 10080


Attention:  Mr. George A. Bitar &


                        Mr. Robert F. End


Facsimile:  (212) 449-1119


 


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


Wachtell Lipton, Rosen &
Katz


51 West 52nd Street


New York, New York 10019


Attention:  Andrew R. Brownstein, Esq.


                        Gavin D. Solotar, Esq.


Facsimile:  (212) 403-2000


(d) If to any Other Investors, to the notice address
set forth on such party’s signature page; or to such other address or such
other person as the Company Entities, Manager, the Fund or the Other Investors
as the case may be, shall have designated by notice to the other parties
hereto.  All communications hereunder
shall be effective upon receipt by the party to which they are addressed.  A copy of any notice or other communication
given under this Agreement shall also be given to:


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Debevoise
& Plimpton LLP

919 Third Avenue

New York, New York  10022

Attention:  Franci J. Blassberg, Esq.

Facsimile:  (212) 909-6836


7.             Governing
Law; Jurisdiction, Waiver of Jury Trial. 
This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the law of the State of New York, regardless of
the law that might be applied under principles of conflict of laws to the
extent such principles would require or permit the application of the laws of
another jurisdiction.  Each of the
parties hereto irrevocably and unconditionally (a) agrees that any
legal suit, action or proceeding brought by any party hereto arising out of or
based upon this Agreement or the transactions contemplated hereby may be
brought in any court of the State of New York or Federal District Court for the
Southern District of New York located in the City, County and State of New York
(each, a “New York Court”), (b) waives, to the fullest extent that
it may effectively do so, any objection that it may now or hereafter have to
the laying of venue of any such proceeding brought in a New York Court, and any
claim that any such action or proceeding brought in a New York Court has been
brought in an inconvenient forum, (c) submits to the non-exclusive
jurisdiction of any New York Court in any suit, action or proceeding and (d)
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.  With respect to clause (d) of the immediately
preceding sentence, each of the parties hereto acknowledges and certifies that
(i) no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the waiver contained therein, (ii)
it understands and has considered the implications of such waiver, (iii)
it makes such waiver voluntarily and (iv) it has been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications contained in this Section 7.


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


9.             Successors;
Binding Effect.  Each Indemnifying
Party will require any successor (whether direct or indirect, by purchase,
merger, consolidation, reorganization or otherwise) to all or substantially all
of the business and assets of such Indemnifying Party, by agreement in form and
substance satisfactory to Manager, the Fund, the Other


12





















Investors
and their counsel, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that such Indemnifying Party would be
required to perform if no such succession had taken place.  This Agreement shall be binding upon and
inure to the benefit of each party hereto and its successors and permitted
assigns, and each other Indemnitee, but neither this Agreement nor any right,
interest or obligation hereunder shall be assigned, whether by operation of law
or otherwise, by the Company Entities without the prior written consent of
Manager, the Fund and the Other Investors.


10.           Miscellaneous.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This
Agreement is not intended to confer any right or remedy hereunder upon any
Person other than each of the parties hereto and their respective successors
and permitted assigns and each other Indemnitee.  No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder shall be valid and binding
unless set forth in writing and duly executed by the party or other Indemnitee
against whom enforcement of the amendment, modification, supplement or
discharge is sought.  Neither the waiver
by any of the parties hereto or any other Indemnitee of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
party hereto or any other Indemnitee on one or more occasions, to enforce any
of the provisions of this Agreement or to exercise any right, powers or privilege
hereunder, shall be construed as a waiver of any other breach or default of a
similar nature, or as a waiver of any provisions hereof, or any rights, powers
or privileges hereunder.  The rights,
indemnities and remedies herein provided are cumulative and are not exclusive
of any rights, indemnities or remedies that any party or other Indemnitee may
otherwise have by contract, at law or in equity or otherwise.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.


[The remainder of this page has been left blank intentionally.]


 


13

















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


	
   

  	
  MERRILL LYNCH
  GLOBAL PARTNERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory A.
  Bitar

  
	
   

  	
   

  	
  Name: Gregory A.
  Bitar

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  ML GLOBAL
  PRIVATE EQUITY FUND, L.P.

  
	
   

  	
  By:

  	
  MLGPE LTD, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory A.
  Bitar

  
	
   

  	
   

  	
  Name: Gregory A.
  Bitar

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  MERRILL LYNCH
  VENTURES L.P. 2001

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Merrill Lynch
  Ventures, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory A. Bitar

  
	
   

  	
   

  	
  Name: Gregory A.
  Bitar

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  	
   

  



 


	
  Notice
  Address

  Merrill Lynch Ventures L.P.
  2001

  c/o Merrill Lynch Global
  Private Equity

  4 World Financial Center,
  23rd Floor

  New York, NY 10080

  Attention:  Mr. George A. Bitar &

  Mr. Robert F. End

  Facsimile:  (212) 449-1119

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

  Wachtell Lipton, Rosen
  & Katz

  51 West 52nd Street

  New York, New York 10019

  Attention:  Andrew R. Brownstein, Esq. & Gavin D.
  Solotar, Esq.

  Facsimile:  (212) 403-2000

  


















	
   

  	
  ML HERTZ
  CO-INVESTOR, L.P.

  
	
   

  	
  By:

  	
  ML Hertz
  Co-Investor GP, L.L.C., its general partner

  
	
   

  	
  By:

  	
  ML Global
  Private Equity Fund, L.P., as sole member

  
	
   

  	
   

  	
  By:

  	
  MLGPE LTD, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory A.
  Bitar

  
	
   

  	
   

  	
  Name: Gregory A.
  Bitar

  
	
   

  	
   

  	
  Title: Managing
  Director

  



 


	
  Notice
  Address

  ML Hertz Co-Investor,
  L.P.

  c/o Merrill Lynch Global
  Private Equity

  4 World Financial
  Center, 23rd Floor

  New York, NY 10080

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

  Facsimile:  (212) 449-1119

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

  Wachtell, Lipton, Rosen
  & Katz

  51 W. 52nd Street

  New York, NY 10019

  Attention:  Andrew R. Brownstein, Esq. & Gavin D.
  Solotar, Esq.

  Facsimile:  (212) 403-2000

  



 

















 


 


	
   

  	
  CMC-HERTZ
  PARTNERS, L.P.

  
	
   

  	
  By:

  	
  CMC-Hertz
  General Partner, L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A.
  D’Aniello

  
	
   

  	
   

  	
  Name: Daniel A.
  D’Aniello

  
	
   

  	
   

  	
  Title: Authorized
  Person

  



 


	
  Notice
  Address

  CMC Hertz Partners, L.P.

  c/o Carlyle-Hertz GP, L.P

  c/o The Carlyle Group

  1001 Pennsylvania Avenue, N.W.

  Suite 220 South

  Washington, D.C. 20004

  Attention:  Mr.
  Gregory S. Ledford

  Facsimile: 
  (202) 347-1818

   

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

  Latham & Watkins LLP

  555 Eleventh Street, NW

  Suite 1000

  Washington, DC 
  20004-1304

  Attention: Daniel T. Lennon, Esq.

                     David S. Dantzic, Esq.

  Facsimile: 
  (202) 637-2201

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

  Merrill Lynch Global
  Private Equity

  4 World Financial Center,
  23rd Floor

  New York, NY 10080

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

  Facsimile:  (212) 449-1119

   

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

  Wachtell, Lipton, Rosen
  & Katz

  51 W. 52nd Street

  New York, NY 10019

  Attention:  Andrew R. Brownstein, Esq. & Gavin D.
  Solotar, Esq.

  Facsimile:  (212) 403-2000

   

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

  CD&R Associates VII, L.P.

  c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

   

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

  Clayton, Dubilier &
  Rice, Inc.

  375 Park Avenue

  18th Floor

  New York, New York  10152

  Attention:  Mr. David H. Wasserman

  Facsimile:  (212) 893-7061

   

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

  Debevoise & Plimpton
  LLP

  919 Third Avenue

  New York, New York 10022

  Attention:  Franci J. Blassberg, Esq.

  Facsimile:  (212) 909-6836

   

  


















 


	
   

  	
  CCMG HOLDINGS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H.
  Wasserman

  
	
   

  	
   

  	
  Name: David H.
  Wasserman

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE HERTZ
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E.
  Rolfe

  
	
   

  	
   

  	
  Name: Harold E.
  Rolfe

  
	
   

  	
   

  	
  Title: Senior
  Vice President