Exhibit
4.4.1


 


CCMG
Acquisition Corporation



$600,000,000
10.5% Senior Subordinated Notes due 2016


 


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.


 


c/o Deutsche Bank
Securities Inc.

60 Wall Street

New York, New York 10005


 


 


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 “Purchasers”) for whom the addressees
listed above (the “Representatives”) are acting as representatives, an
aggregate of $600 million principal amount of 10.5% Senior Subordinated Notes
due 2016 of the Company (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 Subordinated Indenture, pursuant to which
Hertz will assume all of the obligations of an issuer under the Initial Senior
Subordinated Indenture and the Notes and the Guarantors will guarantee (the “Guarantees”)
the Notes on a senior subordinated 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 Subordinated 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 Subordinated
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 $600 million principal amount of 10.5% Senior
Subordinated Notes due 2016, as the same shall be amended or supplemented from
time to time.


 


“Indenture” or “Senior Subordinated Indenture” shall mean the Indenture, as
amended by the Supplemental Senior Subordinated 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
Subordinated Indenture” shall mean the Supplemental Senior
Subordinated 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 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”) 10.5% Senior Subordinated Notes due
2016 (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 10.5% Senior Notes due 2016 (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”)


10.5% Senior Subordinated
Notes due 2016




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: