Exhibit
4.2.2


 


Merger Supplemental
Indenture


 


SUPPLEMENTAL INDENTURE, dated as of December 21, 2005
(this “Supplemental Indenture”), between The Hertz Corporation, a
corporation organized under the laws of the state of Delaware (the “Company”),
and Wells Fargo Bank, National Association, as Trustee under the Indenture
referred to below.


 


W I T N E S S E T H:


 


WHEREAS, CCMG Acquisition Corporation (the “Predecessor
Company”) and the Trustee have heretofore become parties to an Indenture,
dated as of December 21, 2005 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), providing for the issuance of 10.5% Senior
Subordinated Notes due 2016 of the Company (the “Notes”);


 


WHEREAS, the Company is the successor by merger to the
Predecessor Company and Section 501 of the Indenture contemplates that the
Company will execute and deliver to the Trustee a supplemental indenture
pursuant to which the Company shall expressly assume all the obligations of the
Company under the Notes and this Indenture;


 


WHEREAS, the Company desires to enter into such
supplemental indenture for good and valuable consideration; and


 


WHEREAS, pursuant to Section 901 of the
Indenture, the parties hereto are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any
Holder;


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree for the
benefit of the Holders of the Notes as follows:


 


1. Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined. The words “herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular
Section hereof.


 


2. Assumption. The Company hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and
every debt, obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by the Predecessor Company under the Indenture and the
Notes. The Company hereby agrees to be bound by all the terms, provisions and
conditions of the Indenture and the Notes and agrees that it shall be the
successor Company and shall succeed to, and be substituted for, and may
exercise every right and power of the Predecessor Company, as the predecessor
Company, under the Indenture and the Notes.


 

















 


3. Notices. From and after the date hereof, any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by the Indenture to be made
upon, given or furnished to, or filed with, the Company by the Trustee or by
any Holder shall be sufficient for every purpose hereunder if in writing and
mailed, first-class postage prepaid, to the Company at The Hertz Corporation,
225 Brae Boulevard, Park Ridge, New Jersey 07666, Attention:  Chief Financial Officer (telephone:  (201) 307-2000; telecopier:  (201) 307-2748), with a copy to The Hertz
Corporation, 225 Brae Boulevard, Park Ridge, New Jersey 07666, Attention:  General Counsel (telephone:  (201) 307-2000; telecopier:  (201) 594-3122, and to Debevoise &
Plimpton LLP, 919 Third Avenue, New York, New York 10022, Attention:  David A. Brittenham and Steven J. Slutzky
(telephone:  (212) 909-6000; telecopier:  (212) 909-6836), or at any other address
previously furnished in writing to the Trustee by the Company.


 


4. Governing Law. THIS SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES
AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH
OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 


5. Ratification of Indenture; Supplemental
Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture or as to the accuracy of
the recitals to this Supplemental Indenture.


 


6. Counterparts. The parties hereto may sign
one or more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.


 


7. Headings. The Section headings herein
are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above
written.


 


	
   

  	
  THE HERTZ
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert H.
  Rillings

  	
   

  
	
   

  	
  Name:

  	
  Robert H.
  Rillings

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph P.
  O’Donnell

  	
   

  
	
   

  	
  Name:

  	
  Joseph P.
  O’Donnell

  
	
   

  	
  Title:

  	
  Vice President

  
							



 


 


Signature Page to Merger Supplemental
Indenture in respect of Senior Subordinated Notes