Exhibit 4.9.18


 


U.S. $200,000,000


 


LETTER OF CREDIT FACILITY
AGREEMENT,


 


dated
as of December 21, 2005


 


 


among


 


 


THE HERTZ CORPORATION


 


 


HERTZ VEHICLE FINANCING
LLC


and


FORD MOTOR COMPANY


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.           DEFINITIONS
  AND ACCOUNTING TERMS

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Defined Terms

  	
  2

  
	
  Section 1.2.

  	
  Use of Defined Terms

  	
  6

  
	
  Section 1.3.

  	
  Cross-References

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  COMMITMENTS, BORROWING PROCEDURES AND NOTES

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Commitment

  	
  6

  
	
   

  	
  2.1.1.

  	
  Commitment to Issue Ford Letters of Credit

  	
  6

  
	
   

  	
  2.1.2.

  	
  Ford Not Required To Issue Ford Letters of Credit Under Certain
  Circumstances

  	
  6

  
	
  Section 2.2.

  	
  Issuance Procedure

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  LETTERS OF CREDIT

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Issuance Requests

  	
  7

  
	
  Section 3.2.

  	
  Issuances

  	
  7

  
	
  Section 3.3.

  	
  Disbursements / Reimbursements

  	
  7

  
	
  Section 3.4.

  	
  No Bankruptcy Petition Against HVF

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  CONDITIONS PRECEDENT

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  [INTENTIONALLY OMITTED.]

  	
  8

  
	
  Section 4.2.

  	
  All Credit Extensions

  	
  8

  
	
   

  	
  4.2.1.

  	
  Credit Request

  	
  8

  
	
   

  	
  4.2.2.

  	
  Form of Ford Letter of Credit

  	
  8

  
	
   

  	
  4.2.3.

  	
  Related Series of Notes

  	
  9

  
	
   

  	
  4.2.4.

  	
  Form of Series Supplement

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  HVF

  	
  9

  
	
  Section 5.2.

  	
  Hertz

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  COVENANTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Covenants of HVF

  	
  10

  
	
  Section 6.2.

  	
  Covenants of Hertz

  	
  11

  
					



 

















 


	
   

  	
   

  	
  Page

  
	
  ARTICLE VII.

  	
  EVENTS OF DEFAULT

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Listing of Events of Default

  	
  11

  
	
   

  	
  7.1.1.

  	
  Non-Payment of Obligations

  	
  11

  
	
   

  	
  7.1.2.

  	
  Non-Performance of Covenants and Obligations

  	
  12

  
	
   

  	
  7.1.3.

  	
  Bankruptcy, Insolvency, etc

  	
  12

  
	
  Section 7.2.

  	
  Action if Bankruptcy

  	
  12

  
	
  Section 7.3.

  	
  Action if Other Event of Default

  	
  12

  
	
  Section 7.4.

  	
  Letter of Credit Commitment Termination Date

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
  MISCELLANEOUS PROVISIONS

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Waivers, Amendments, etc

  	
  12

  
	
  Section 8.2.

  	
  Notices

  	
  12

  
	
  Section 8.3.

  	
  Survival

  	
  12

  
	
  Section 8.4.

  	
  Severability

  	
  13

  
	
  Section 8.5.

  	
  Headings

  	
  13

  
	
  Section 8.6.

  	
  Execution in Counterparts, Effectiveness, etc

  	
  13

  
	
  Section 8.7.

  	
  Governing Law

  	
  13

  
	
  Section 8.8.

  	
  Successors and Assigns

  	
  13

  
	
  Section 8.9.

  	
  Independence of Covenants

  	
  13

  
	
  Section 8.10.

  	
  Forum Selection and Consent to Jurisdiction

  	
  13

  
	
  Section 8.11.

  	
  Waiver of Jury Trial

  	
  14

  
					



 

















 


LETTER
OF CREDIT FACILITY AGREEMENT


 


THIS LETTER OF
CREDIT FACILITY AGREEMENT, dated as of December 21, 2005, among HERTZ VEHICLE FINANCING
LLC, a Delaware limited liability company (“HVF”), THE HERTZ
CORPORATION, a Delaware corporation (“Hertz” or the “Administrator”),
and FORD MOTOR COMPANY, a Delaware corporation, (“Ford”).


 


WITNESSETH :


 


WHEREAS, CCMG Acquisition Corp. (“CCMG
Acquisition”), directly or indirectly through one or more of its affiliates
will acquire all of the outstanding common stock of Hertz (such acquisition,
the “Acquisition”) from Ford Holdings LLC (“Ford Holdings”),
pursuant to that certain Stock Purchase Agreement, dated as of September 12,
2005, by and among CCMG Holdings, Inc. (“CCMG Holdings”) and Ford;


 


WHEREAS, Hertz is engaged in the business of renting
passenger automobiles and light-duty trucks to customers;


 


WHEREAS, Hertz has arranged for the financing of the majority of its
daily vehicle rental fleet through various vehicle financing facilities under a
rental car asset-backed program (the “ABS Program”);


 


WHEREAS, under the ABS Program HVF may from time to time issue Notes
under an Amended and Restated Base Indenture, dated as of December 21, 2005, by
and between HVF and BNY Midwest Trust Company (“BNY Midwest”), as
Trustee (in such capacity, the “Trustee”);


 


WHEREAS, HVF uses the proceeds of the issuance of the Notes to purchase
HVF Vehicles for lease to Hertz under that certain Amended and Restated Master
Motor Vehicle Lease and Servicing Agreement, dated as of December 21, 2005;


 


WHEREAS, in connection with the Acquisition, Ford has agreed, subject
to certain conditions set forth herein, to provide or cause to be provided from
time to time prior to the Letter of Credit Commitment Termination Date (as
defined herein), as credit and/or liquid enhancement under the ABS Program,
letters of credit issued for the account of Ford and in the form provided herein.


 


NOW, THEREFORE, for good and valid consideration, the sufficiency of
which is hereby acknowledged the parties hereto agree as follows:


 

















 


ARTICLE I.



DEFINITIONS AND ACCOUNTING TERMS


 


Section 1.1.            Defined
Terms.  As used in this
Agreement and unless otherwise defined herein or the context requires a
different meaning, capitalized terms used but not defined herein (including the preamble and the recitals
hereto) shall have the meanings assigned to such terms in the Base
Indenture.  The following terms (whether
or not underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the
following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):


 


“Administrator”
is defined in the preamble.


 


“Agreement”
means, on any date, this Letter of Credit Facility Agreement as from time to
time amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.


 


“Agreement
Related to Ford” means any clause or section of a Related Document which
grants a right to, or provides for a right of, Ford, requires Ford to receive
information, or requires Ford’s consent.


 


“Base Indenture”
means the Amended and Restated Base Indenture, dated as of December 21, 2005,
between HVF and the Trustee, as amended, modified or supplemented from time to
time, exclusive of Series Supplements.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which banks are
authorized or required by law to be closed in New York City, New York.


 


“Commitment”
means, Ford’s obligation to cause to be issued by an Eligible Ford Letter of
Credit Provider, Ford Letters of Credit pursuant to Section 2.1.1.


 


“Commitment
Amount” means $200,000,000.


 


“Default”
means any Event of Default or any condition, occurrence or event which, after
notice or lapse of time or both, would constitute an Event of Default.


 


“Dollar”
and the symbol “$” mean the lawful currency of the United States.


 


“Eligible Ford
Letter of Credit Provider” means a Person having, at the time of the
issuance of the related Ford Letter of Credit, a long-term senior unsecured
debt rating (or the equivalent thereof in the case of Moody’s or Standard &
Poor’s, as applicable) of at least “A+” from Standard & Poor’s and, at
least “A1” from Moody’s and a short-term senior unsecured debt rating of at
least “A-1” from Standard & Poor’s and “P-1” from Moody’s.


 

















 


“Eligible
Series Enhancement Account” means any Series Account the amount on deposit
in which is included in the Enhancement Amount with respect to the related
Series of Notes and the Series Supplement with respect to which provides that,
if there are any Ford Reimbursement Obligations outstanding, amounts on deposit
therein may only be applied to pay principal of, or interest on, the related
Series of Notes or to pay such Ford Reimbursement Obligations.


 


“Event of
Default” is defined in Section 7.1.


 


“Fleet Equity
Amount” means, on any date of determination, the amount, if any, by which
the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of
cash and Permitted Investments on deposit in (i) any Series-Specific Excess
Collection Account after the required application of such
funds in accordance with the priorities set forth in the provisions of the related Series
Supplement governing the
distribution of amounts on deposit in such Series-Specific Excess Collection
Account, other than amounts that are
permitted to be released to HVF, (ii) any Series-Specific Collection
Account and available for reduction of
the Principal Amount with respect to the related Series as of such date and
(iii) any other Eligible Series Enhancement Account exceeds the aggregate
Principal Amount of each Outstanding Series of Notes on such date.


 


“Ford” is defined
in the preamble.


 


“Ford LOC
Exposure Amount” means, on any date of determination, the sum of (a) the
aggregate amount available to be drawn under all outstanding Ford Letters of
Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford
is committed to provide to HVF on such date, after giving effect to the
issuance of the Ford Letters of Credit referenced in clause (a), (c) the
aggregate amount of cash and Permitted Investments on deposit in any Series
Account funded by an amount drawn under a Ford Letter of Credit on such date
and (d) (without double counting any amount included in the preceding clause
(c)) any outstanding Ford Reimbursement Obligations on such date.


 


“herein”, “hereof”, “hereto”, “hereunder”
and similar terms contained in this Agreement refer to this Agreement as a
whole and not to any particular Section, paragraph or provision of this
Agreement.


 


“Hertz” is
defined in the preamble.


 


“HVF” is
defined in the preamble.


 


“including” and “include” means including without
limiting the generality of any description preceding such term, and, for
purposes of this Agreement, the parties hereto agree that the rule of ejusdem
generis shall not be applicable to limit a general statement, which is
followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.


 

















 


“Initial Ford
Letters of Credit” means the Ford Letters of Credit issued on the date
hereof to support the Series 2004-1 Notes, the Series 2005-1 Notes and the
Series 2005-2 Notes.


 


“Issuance
Request” means a request and certificate duly executed by Hertz, as
Administrator on behalf of HVF, in substantially the form of Exhibit A
attached hereto (with such changes thereto as may be agreed upon from time to
time by the Administrator, HVF and Ford).


 


“Letter of
Credit Commitment Termination Date” means the earlier of


 


(a)           the first
Business Day prior to the Stated Maturity Date; and


 


(b)           the date on
which the Commitment Amount is terminated in full pursuant to Section 7.3.


 


Upon the
occurrence of any event described in clause (a) or (b) above, the
Commitment shall terminate automatically and without any further action.


 


“Letter of
Credit Document” means this Agreement, the Base Indenture, each Series
Supplement and each Ford Letter of Credit.


 


“Letter of
Credit Expiration Date” is defined in Section 3.1.


 


“Letter of
Credit Termination Date” means December 21, 2010,
or such other date as may be agreed to in writing by the parties hereto.


 


“Permitted
Letters of Credit” means a Ford Letter of Credit issued with a Stated
Amount which, when included in the Ford LOC Exposure Amount at the time of such
issuance, does not result in the Ford LOC Exposure Amount exceeding the
Commitment Amount.


 


“Person” means any natural person,
corporation, business trust, joint venture, association, company, partnership,
limited liability company, joint stock company, corporation, trust,
unincorporated organization or governmental agency.


 


“Required
Minimum Fleet Equity Amount” means, on any date of determination, an amount
equal to four times the Ford LOC Exposure Amount as of such date.


 


“Series 2004-1
Notes” means the Series 2004-1 Medium Term Rental Car Asset Backed Notes
issued by HVF on March 31, 2004 under that certain Amended and Restated Series
Supplement to the Base Indenture, dated as of the date hereof (as amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof), by and between HVF and the Trustee.


 


“Series 2005-1
Notes” means the Series 2005-1 Medium Term Rental Car Asset Backed Notes
issued by HVF on the date hereof under that certain Series


 

















 


Supplement
to the Base Indenture, dated as of the date hereof (as amended, modified,
restated or supplemented from time to time in accordance with the terms
thereof), by and between HVF and the Trustee.


 


“Series 2005-2
Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed Notes
issued by HVF on the date hereof under that certain Series Supplement to the
Base Indenture, dated as of the date hereof (as amended, modified, restated or
supplemented from time to time in accordance with the terms thereof), by and
between HVF and the Trustee.


 


“Series 2005-3
Notes” means the Series 2005-3 Variable Funding Rental Car Asset Backed
Notes issued by HVF on the date hereof under that certain Series Supplement to
the Base Indenture, dated as of the date hereof (as amended, modified, restated
or supplemented from time to time in accordance with the terms thereof), by and
between HVF and the Trustee.


 


“Series 2005-4
Notes” means the Series 2005-4 Variable Funding Rental Car Asset Backed
Notes issued by HVF on the date hereof under that certain Series Supplement to
the Base Indenture, dated as of the date hereof (as amended, modified, restated
or supplemented from time to time in accordance with the terms thereof), by and
between HVF and the Trustee.


 


“Series-Specific
Collection Account” means the collection account established pursuant to a
Series Supplement for the benefit of a Series of Notes, which Series Supplement
provides for the distribution of funds allocated to such collection account to
the payment of Ford Reimbursement Obligations, after the payment of principal
of such Series of Notes and prior to any distribution or other release of such
funds to HVF and prior to any payment of termination payments under the Swap
Agreements, and which provides that for so long as the Ford LOC Exposure Amount
is greater than zero no such funds will be distributed to HVF or applied to
make termination payments under Swap Agreements if, after giving effect to such
distribution or application, the Fleet Equity Amount would be less than the
Required Minimum Fleet Equity Amount.


 


“Series-Specific
Excess Collection Account” means the excess collection account established pursuant
to a Series Supplement for the benefit of a Series of Notes, which Series
Supplement provides for the distribution of funds allocated to such excess
collection account to the payment of Ford Reimbursement Obligations after the
payment of principal of such Series of Notes or any other Series of Notes and
prior to any distribution or other release of such funds to HVF and prior to
any payment of termination payments under Swap Agreements, and which provides
that for so long as the Ford LOC Exposure Amount is greater than zero no such
funds will be distributed to HVF or applied to make termination payments under
Swap Agreements if, after giving effect to such distribution or application,
the Fleet Equity Amount would be less than the Required Minimum Fleet Equity
Amount.


 

















 


“Stated Amount”
of each Ford Letter of Credit means the maximum amount available for drawing
thereunder (whether or not any conditions to drawing can then be met).


 


“Stated
Maturity Date” means December 21, 2010.


 


“Trustee”
is defined in the recitals.


 


“United States”
or “U.S.” means the United States of America, its fifty states and the
District of Columbia.


 


Section 1.2.            Use of Defined
Terms.  Unless otherwise
defined or the context otherwise requires, terms for which meanings are provided
in this Agreement shall have such meanings when used in the Issuance Request
notice and other communication delivered from time to time in connection with
this Agreement.


 


Section 1.3.            Cross-References.  Unless otherwise specified, references in this
Agreement to any Article or Section are references to such Article or Section
of this Agreement, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause are references
to such clause of such Article, Section or definition.


 


ARTICLE II.



COMMITMENT, BORROWING PROCEDURES AND NOTES


 


Section 2.1.            Commitment.  On the terms and subject to the conditions of
this Agreement (including Article IV), Ford hereby agrees as follows:


 


2.1.1.          Commitment to Issue Ford Letters of
Credit.  From time to time on any
Business Day prior to the Letter of Credit Commitment Termination Date, Ford
will cause to be issued by an Eligible Ford Letter of Credit Provider, a Ford
Letter of Credit in accordance with Article III.


 


2.1.2.          Ford Not Required To Issue Ford
Letters of Credit Under Certain Circumstances.  Ford shall not be required to cause to be
issued by an Eligible Ford Letter of Credit Provider any Ford Letter of Credit
to the extent that, after giving effect thereto.


 


(a)           the Ford LOC
Exposure Amount would exceed the Commitment Amount or


 


(b)           the Required
Minimum Fleet Equity Amount would exceed the Fleet Equity Amount.


 


Section 2.2.            Issuance
Procedure.  By delivering an
Issuance Request, in the form of Exhibit A, to Ford on or before 1:00
p.m. (New York City, New York


 

















 


time) on a Business Day, HVF, or
the Administrator on behalf of HVF, may from time to time irrevocably request
the Issuance of a Ford Letter of Credit as provided in Article III.


 


ARTICLE III.



LETTERS OF CREDIT


 


Section 3.1.            Issuance
Requests.  By delivering to
Ford an Issuance Request, in the form of Exhibit A, HVF or Hertz as
Administrator on behalf of HVF may request, from time to time prior to the
Letter of Credit Commitment Termination Date and, not less than five (5) nor
more than fifteen 15 Business Days’ notice, that Ford cause to be issued a Ford
Letter of Credit by an Eligible Ford Letter of Credit Provider as described in
such Issuance Request.  Any Issuance
Request not delivered on or before 1:00 p.m. (New York City, New York time) on
a Business Day shall be deemed to have been delivered on the immediately
succeeding Business Day.  Each Ford
Letter of Credit shall by its terms:


 


(a)           be
issued in a Stated Amount denominated in Dollars as set forth in the related
Issuance Request which


 


(i)            is at least $ 100,000; and


 


(ii)           does
not exceed (or would not exceed) an amount equal to the excess, if any, of (x)
the Commitment Amount over (y) the Ford LOC Exposure Amount on the date of the
issuance of such Ford Letter of Credit;


 


(b)           be stated to expire
on a date (its “Letter of Credit Expiration Date”) no later than the
Letter of Credit Termination Date; and


 


(c)           be
substantially in the form as of the date hereof of Exhibit B-1-2 or B-2-2 to
the Series Supplement relating to the Series 2004-1 Notes, the Series 2005-1
Notes, the Series 2005-2 Notes, the Series 2005-3 Notes or the Series 2005-4
Notes.


 


Section 3.2.            Issuances.  On the terms and subject to the conditions of
this Agreement (including Article IV), Ford shall cause Ford Letters of
Credit to be issued by an Eligible Ford Letter of Credit Provider, in
accordance with the Issuance Requests made therefore.  Ford will make available the original of each
Ford Letter of Credit in accordance with the Issuance Request to the
Trustee.  Notwithstanding anything to the
contrary herein, no Ford Letter of Credit may be issued other than Permitted
Letters of Credit.


 


Section 3.3.            Disbursements /
Reimbursements.  Ford will
promptly notify HVF and Hertz of the payment by Ford of any reimbursement
amounts owing from Ford in respect of any disbursements under a Ford Letter of
Credit to the issuing bank of such Ford Letter of Credit.


 

















Section 3.4.            No Bankruptcy Petition Against HVF.  Ford
hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of the latest maturing Note issued under the Base
Indenture, it will not institute against, or join with any other Person in
instituting against, HVF any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law; provided, however, that
nothing in this Section 3.4 shall constitute a waiver of any right to
indemnification, reimbursement or other payment from HVF pursuant to this
Agreement or any other Letter of Credit Document.  In the event that Ford takes action in
violation of this Section 3.4, HVF agrees, for the benefit of the
holders of the Notes issued under the Base Indenture, that it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by Ford against HVF or the commencement of such action and
raise the defense that Ford has agreed in writing not to take such action and
should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert; and Ford shall be liable for and pay
any costs and expenses incurred by HVF in connection therewith.  The provisions of this Section 3.4
shall survive the termination of this Agreement.


 


ARTICLE IV.



CONDITIONS PRECEDENT


 


Section 4.1.            [INTENTIONALLY
OMITTED.]


 


Section 4.2.            All
Credit Extensions.  The
obligation of Ford to cause to be issued a Ford Letter of Credit by an Eligible
Ford Letter of Credit Provider shall be
subject to the satisfaction of each of the conditions precedent set forth in
this Section 4.2.


4.2.1.          Credit Request.  Ford shall have received an Issuance Request
for such Ford Letter of Credit.  Each of
the delivery of an Issuance Request, and the acceptance by the Trustee on behalf of HVF of a Ford Letter of
Credit, shall constitute a representation and warranty by HVF that on the date
of the issuance of the Ford Letter of Credit:


 


(a)           its representations and
warranties made for the benefit of Ford in this Agreement shall be true and
correct in all material respects
and with the same effect as if then made (unless stated to relate solely to an
earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date);


 


(b)           no Event of
Default shall have then occurred and be continuing.


 


(c)           after giving
effect to the issuance of such Ford Letter of Credit and any other transactions
under the Related Documents on the date of such issuance, the Required Minimum
Fleet Equity Amount shall be less than the Fleet Equity Amount.


 


4.2.2.          Form of Ford Letter of Credit.  Each Ford Letter of Credit shall be
substantially the form as of the date hereof of Exhibit B-1-2 or B-2-2 to the
Series 


 

















 


Supplement relating to any of the Series 2004-1 Notes,
the Series 2005-1 Notes, the Series 2005-2 Notes, the Series 2005-3 Notes or
the Series 2005-4 Notes.


 


4.2.3.          Related Series of Notes.  The Series of Notes being supported by such
Ford letter of Credit shall have an Expected Final Payment Date that is on or
prior to December 21, 2010 and a maturity date that is on or prior to December
21, 2011.


 


4.2.4.          Form of Series Supplement.  The Series Supplement pursuant to which the
Series of Notes being supported by such Ford Letter of Credit was issued shall
be substantially in the form as of the date hereof of the Series Supplement
relating to the Series 2004-1 Notes, the Series 2005-1 Notes, the Series 2005-2
Notes, the Series 2005-3 Notes or the Series 2005-4 Notes.


ARTICLE V.



REPRESENTATIONS AND WARRANTIES


 


In order to induce
Ford to enter into this Agreement and to cause an Eligible Ford Letter of
Credit Provider to issue Ford Letters of Credit from time to time hereunder,
HVF represents and warrants unto Ford as set forth in this Article V.


 


Section 5.1.            HVF.


 


(a)           HVF has been duly organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware;


 


(b)           This Agreement has been duly
authorized, executed and delivered by a duly authorized officer of HVF;


 


(c)           This Agreement is a legal, valid and
binding obligation of HVF enforceable against HVF in accordance with its terms
(except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors’ rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing);


 


(d)           The execution, delivery and
performance by HVF of this Agreement (a) is within HVF’s limited liability
company powers and has been duly authorized by all necessary limited liability
company action, (b) requires no action by or in respect of, or filing with, any
Governmental Authority which has not been obtained and (c) does not contravene,
or constitute a default under, any Requirements of Law with respect to HVF or
any Contractual Obligation with respect to HVF; and


 


(e)           Each of the representations and warranties
of HVF contained in the Base Indenture is true and correct in all material
respects, and HVF makes each such representation and warranty to, and for the
benefit of, Ford as if the same were set forth in full herein.


 

















 


Section 5.2.            Hertz.


 


(a)           Hertz has been duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware;


 


(b)           This Agreement has been duly
authorized, executed and delivered by a duly authorized officer of Hertz;


 


(c)           This Agreement is a legal, valid and
binding obligation of Hertz enforceable against Hertz in accordance with its
terms (except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors’ rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing);


 


(d)           The execution, delivery and
performance by Hertz of this Agreement (a) is within Hertz’s corporate powers
and has been duly authorized by all necessary corporate action, and (b)
requires no action by or in respect of, or filing with, any Governmental
Authority which has not been obtained, or the absence of which would materially
affect, the execution, delivery and performance of this Agreement and (c) does
not contravene, or constitute a default under, any Requirements of Law with
respect to Hertz or any Contractual Obligation with respect to Hertz (except to
the extent that such contravention or default is not reasonably likely to have
a Material Adverse Effect); and


 


(e)           Each of the representations and
warranties of Hertz contained in Section 25.1 and 25.2 of the Lease is true and
correct in all material respects, and Hertz makes each such representation and
warranty to, and for the benefit of, Ford as if the same were set forth in full
herein.


ARTICLE VI.



COVENANTS


 


Section 6.1.            Covenants of
HVF.  During the term of this
Agreement and until the Commitment has been terminated or expired, no Ford
Letters of Credit are outstanding and all Ford Reimbursement Obligations have
been paid in full, unless compliance shall have been waived in writing by Ford,
HVF agrees with Ford that:


 


(a)           Compliance with
Related Documents.  It will comply
with all of its obligations under the Related Documents in accordance with the
terms of the Related Documents for the benefit of Ford.


 


(b)           Distributions to
HVF.  No amounts will be distributed
to HVF pursuant to any provision of the Indenture if, after giving effect to
that distribution, the Fleet Equity Amount would be less than the Required
Minimum Fleet Equity Amount.


 

















 


(c)           Other Series
Supplements.  Each Series Supplement
will provide for the payment of Ford Reimbursement Obligations prior to any
distribution or other release of funds to HVF thereunder and prior to any
payment of any termination payments under any Swap Agreements; provided,
however, that on or prior to January 6, 2006, the Series 2002-1
Supplement, dated as of September 18, 2002, by and between HVF and the Trustee,
as amended, supplemented or otherwise modified from time to time, will not be
required to provide for any payment of Ford Reimbursement Obligations.


 


(d)           Third Party
Beneficiary.  Ford shall be a third
party beneficiary to each Agreement Related to Ford in the Related Documents.


 


Section 6.2.            Covenants of
Hertz.  During the term of
this Agreement and until the Commitment has been terminated or has expired, no
Ford Letters of Credit are outstanding and all Ford Reimbursement Obligations
have been paid in full, unless compliance shall have been waived in writing by
Ford, Hertz, as Administrator agrees with Ford that:


 


(a)           Compliance with
Related Documents.  It will (i)
comply with all of its Agreements Relating to Ford in accordance with the terms
of the Related Documents for the benefit of Ford and (ii) comply in all
material respects with all of its other obligations under the Related Documents
in accordance with the Related Documents for the benefit of Ford.


 


(b)           Distribution to
HVF.  No amounts will be distributed
to HVF pursuant to any provision of the Indenture if, after giving effect to
that distribution, the Fleet Equity Amount would be less than the Required
Minimum Fleet Equity Amount.


 


(c)           Other Series
Supplements.  Each Series Supplement
will provide for the payment of Ford Reimbursement Obligations prior to any
distribution or other release of funds to HVF thereunder and prior to any
payment of any termination payments under any Swap Agreements; provided,
however, that on or prior to January 6, 2006, the Series 2002-1
Supplement, dated as of September 18, 2002, by and between HVF and the Trustee,
as amended, supplemented or otherwise modified from time to time, will not be
required to provide for any payment of Ford Reimbursement Obligations.


 


(d)           Third Party
Beneficiary.  Ford shall be a third
party beneficiary to each Agreement Related to Ford in the Related Documents.


 


ARTICLE VII.



EVENTS OF DEFAULT


 


Section 7.1.            Listing of
Events of Default.  Each of
the following events or occurrences described in this Section 7.1 shall
constitute an “Event of Default”.


 

















 


7.1.1.          Non-Payment of Obligations.  HVF shall default in the payment when due
under the Indenture of any Ford Reimbursement Obligations and such default shall
continue for a period of five (5) Business Days; provided, that a
failure to pay due to a lack of available funds for distribution pursuant to
the Indenture shall not constitute an Event of Default under this Section
7.1.1.


 


7.1.2.          Non-Performance of Covenants and
Obligations.  HVF or Hertz shall
default in the performance or observance of any agreement contained herein and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to HVF or Hertz, as applicable, by Ford.


 


7.1.3.          Bankruptcy, Insolvency, etc.  An Event of Bankruptcy shall have occurred
with respect to HVF.


 


Section 7.2.            Action if Bankruptcy.  If any Event of Default described in Section
7.1.3 shall occur, the Commitment (if not theretofore terminated) shall
automatically terminate without notice or demand.


 


Section 7.3.            Action if Other
Event of Default.  If any
Event of Default (other than any Event of Default described in Section 7.1.3)
shall occur for any reason, whether voluntary or involuntary, and be
continuing, Ford may, by notice to HVF declare the Commitment (if not
theretofore terminated) to be terminated, whereupon, without further notice,
demand or presentment, the Commitment shall terminate.


 


Section 7.4.            Letter of
Credit Commitment Termination Date. 
Upon the Letter of Credit Commitment Termination Date, the Commitment
shall automatically terminate and Ford shall not be obligated to cause any new
Ford Letters of Credit to be issued.


 


ARTICLE VIII.



MISCELLANEOUS PROVISIONS


 


Section 8.1.            Waivers,
Amendments, etc.  The
provisions of this Agreement may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented
to by Hertz, HVF and Ford.


 


Section 8.2.            Notices.  All notices and other communications provided
to any party hereto under this Agreement shall be in writing or by facsimile
and addressed, delivered or transmitted to such party at its address or
facsimile number set forth below its signature hereto or at such other address
or facsimile number as may be designated by such party in a notice to the other
parties.  Any notice, if mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when the confirmation thereof
is received by the transmitter.


 

















 


Section 8.3.            Survival.  The obligations of HVF and Ford under Section
3.4, shall survive any termination of this Agreement, the payment in full
of all Ford Reimbursement Obligations and the termination of the
Commitment.  The representations and
warranties made by HVF and Hertz in this Agreement shall survive the execution
and delivery of this Agreement.


 


Section 8.4.            Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction.


 


Section 8.5.            Headings.  The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provisions hereof.


 


Section 8.6.            Execution in
Counterparts, Effectiveness, etc. 
This Agreement may be executed by the parties hereto in several
counterparts, each of which shall constitute together but one and the same
agreement.


 


Section 8.7.            Governing Law.  THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Section 8.8.            Successors and
Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that no
party hereto may assign or transfer any of its rights or obligations hereunder
without the prior written consent of each other party hereto; provided
further that HVF may assign its rights hereunder to the Trustee under the
Indenture without the prior written consent of any of the parties hereto.


 


Section 8.9.            Independence of
Covenants.  All covenants
contained in this Agreement shall be given independent effect such that, in the
event a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.


 


Section 8.10.          Forum Selection and Consent to
Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EACH OF
THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF
THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK.  EACH OF THE
PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE


 

















 


JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  EACH OF THE PARTIES HERETO FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE, IN THE CASE OF FORD, AT ITS PRINCIPAL OFFICES
IN DEARBORN, MICHIGAN, AND IN THE CASE OF HVF OR HERTZ, AT ITS PRINCIPAL
OFFICES IN PARK RIDGE, NEW JERSEY.  EACH
OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  TO THE EXTENT
THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO SUCH PERSON OR THE PROPERTY OF SUCH PERSON, SUCH PARTY HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF THE OBLIGATIONS OF SUCH PERSON UNDER THIS
AGREEMENT.


 


Section 8.11.          Waiver of Jury
Trial.  EACH OF THE
PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
SUCH PARTY.  EACH PARTY HERETO
ACKNOWLEDGES AND AGREES THAT EACH SUCH PERSON HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL OF THE PARTIES ENTERING INTO THIS AGREEMENT.


 


[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


 




	
  THE HERTZ CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert H. Rillings

  	
   

  
	
  Name:

  	
  Robert H. Rillings

  
	
  Title:

  	
  Treasurer

  
	
   

  
	
  Address:

  	
  225 Brae Boulevard

  
	
   

  	
  Park Ridge, New Jersey

  
	
   

  
	
  Facsimile
  No.:

  	
  (201)
  307-2746

  
	
   

  	
   

  
	
  Attention:

  	
  Robert Rillings

  
	
   

  	
  Staff Vice President
  and Treasurer

  
	
   

  
	
   

  
	
  HERTZ VEHICLE
  FINANCING, LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert H. Rillings

  	
   

  
	
  Name:

  	
  Robert H. Rillings

  
	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  
	
  Address:

  	
  225
  Brae Blvd.

  
	
   

  	
  Park
  Ridge, NJ 07656

  
	
   

  
	
  Facsimile
  No.:

  	
  (201) 307-2746

  
	
   

  
	
  Attention:

  	
  Treasury Department

  
	
   

  
	
  FORD MOTOR COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ K.R. Kent

  	
   

  
	
  Name:

  	
  K.R. Kent

  
	
  Title:

  	
  Assistant Treasurer

  
	
   

  
	
  Address:

  	
  1 American Road

  
	
   

  	
  Dearborn, Michigan
  48126

  
	
   

  
	
  Facsimile
  No.: (313)
  594-0110

  
	
  Attention: Director —
  Global Banking