Exhibit 4.7.4


 


COPYRIGHT SECURITY AGREEMENT


 


This COPYRIGHT SECURITY AGREEMENT (as
amended, supplemented, replaced or otherwise modified from time to time) (this “Agreement”),
dated as of December 21, 2005 is entered into by each of the undersigned (each,
a “Grantor”) in favor of DEUTSCHE BANK AG, NEW YORK
BRANCH (“DBNY”), as Administrative Agent and Collateral Agent
for the Lenders.


 


WHEREAS,
Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian
Borrowers, the Lenders party thereto from time to time (the “Lenders”),
DBNY as Administrative Agent and Collateral Agent
for the Lenders, and
certain other parties as named therein have entered into a Credit Agreement, dated as of December 21, 2005 (as
amended, supplemented, replaced or otherwise modified from time to time, the “ABL
Credit Agreement”);


 


WHEREAS, it
is a condition precedent to the obligation of the Lenders to make their
respective extensions of credit to the Borrowers under the ABL Credit Agreement
that the Grantors and certain of its Affiliates shall have executed and
delivered that certain U.S. Guarantee and Collateral Agreement, dated as of
December 21, 2005, in favor of the Administrative Agent and Collateral Agent
(as amended, supplemented, replaced or otherwise modified from time to time,
the “ABL Guarantee and Collateral Agreement”); and


 


WHEREAS,
under the terms of the ABL Guarantee and Collateral Agreement, the Grantors
have granted a security interest in certain property, including, without
limitation, certain Copyrights of the Grantors to the Administrative Agent and
Collateral Agent for the ratable benefit of the Secured Parties, and have
agreed as a condition thereof to execute this Agreement for recording with the
United States Copyright Office.


 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Grantors and the Secured Parties hereby agree as follows:


 


SECTION 1.  DEFINED
TERMS.


 


1.1 Capitalized terms not otherwise defined herein have the meanings
set forth in the ABL Credit Agreement or the ABL Guarantee and Collateral
Agreement, as applicable.


 


1.2 “Copyrights” shall mean all United States and foreign
copyrights, whether or not the underlying works of authorship have been
published or registered, United States and foreign copyright registrations and
copyright applications, and (i) all renewals thereof, (ii) all income,
royalties, damages and payments now and hereafter due and/or payable with
respect thereto, including, without limitation, payments under all licenses
entered into in connection therewith, and damages and payments for past or
future infringements thereof and (iii) the right to sue or otherwise recover
for past, present and future infringements and misappropriations thereof.


 


SECTION 2.           GRANT
OF SECURITY INTEREST IN COPYRIGHTS. Subject to the terms of the ABL Credit
Agreement and the ABL Guarantee and Collateral Agreement, each Grantor
hereby grants, subject to the existing licenses to use the Copyrights granted
by such Grantor in the ordinary course of its business, to the Collateral Agent, for the ratable
benefit of the Secured Parties (subject to the priority of the Euro MTN Lien to
the extent provided by the Euro MTN Fiscal Agency Agreement), a security
interest in all of the Copyrights of such Grantor, including, without
limitation, the Copyrights listed on Schedule A hereto, as collateral
security for the prompt and complete payment and performance


 

















 


when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations of such Grantor.


 


SECTION 3.           PRECEDENCE.  The security interest granted hereby is
granted in conjunction with the security interest granted by the Grantors to
the Secured Parties under the ABL Guarantee and Collateral Agreement.  The rights and remedies of the Secured
Parties with respect to the security interest granted hereby are in addition to
those set forth in the ABL Guarantee and Collateral Agreement. In the event of
any conflict between the terms of this Agreement and the terms of the ABL
Guarantee and Collateral Agreement, the terms of the ABL Guarantee and
Collateral Agreement shall control.


 


SECTION 4.           RECORDATION.


 


Each Grantor authorizes and requests that the
United States Copyright Office and any other applicable government officer
record this Agreement.


 


SECTION 5.           MODIFICATION
OF AGREEMENT.  This Agreement or any
provision hereof may not be changed, waived, or terminated except in accordance
with the provisions of the ABL Guarantee and Collateral Agreement.


 


SECTION 6.           GENERAL.


 


(a) Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b) Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
Secured Parties and Grantor and their respective successors and assigns.  Grantor shall not, without the prior written
consent of the Secured Parties given in accordance with the ABL Credit
Agreement, assign any right, duty or obligation hereunder.


 


(c) Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto on separate counterparts, each of which when so executed, shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.


 


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


 


	
   

  	
  THE HERTZ CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
  General Counsel & Secretary

  	
   

  



 


 


	
   

  	
  HERTZ CLAIM MANAGEMENT
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  



 


 


	
   

  	
  HERTZ SYSTEM, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  	
   

  



 


 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK BRANCH,

  as the Administrative Agent and Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SEE ATTACHED SIGNATURE PAGE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK
  BRANCH, as the

  Collateral Agent and Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marguerite Sutton

  	
   

  
	
   

  	
  Name:

  	
  Marguerite Sutton

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 


 


	
   

  	
  By:

  	
  /s/  Omayra Laucella

  	
   

  
	
   

  	
  Name:

  	
  Omayra Laucella

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 

















 


ACKNOWLEDGMENT
OF GRANTOR


 


 


	
  STATE OF New York

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF  New York

  	
  )

  	
   

  



 


On this 21st day of December,
2005 before me personally appeared Harold E. Rolfe
proved to me on the basis of satisfactory evidence to be the person[s] who executed the foregoing
instrument on behalf of the Grantor, who being by me duly sworn did depose and
say that he is an authorized officer of said corporation, that the said
instrument was signed on behalf of said corporation as authorized by its Board
of Directors and that he acknowledged said instrument to be the free act and
deed of said corporation.


 


 


	
   

  	
  /s/  Beverly Bruno

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
  Capacity
  of signatory:

  
	
   

  	
  BEVERLY
  BRUNO

  
	
   

  	
  Notary
  Public, State of New York

  
	
   

  	
  No.
  31-4959464

  
	
   

  	
  Qualified
  in New York County

  
	
   

  	
  Commission
  Expires Feb. 26, 2006

  



 


{seal}