Exhibit
4.2.3


 


Supplemental Indenture in
Respect of Subsidiary Guarantee


 


SUPPLEMENTAL INDENTURE, dated as of December 21, 2005
(this “Supplemental Indenture”), among Hertz Equipment Rental
Corporation, Brae Holding Corp., Hertz Claim Management Corporation, HCM
Marketing Corporation, Hertz Local Edition Corp., Hertz Local Edition
Transporting, Inc., Hertz Global Services Corporation, Hertz System, Inc.,
Hertz Technologies, Inc., Hertz Transporting, Inc. and Smartz Vehicle Rental
Corporation (the “Subsidiary Guarantors”), The Hertz Corporation, a
corporation duly organized and existing under the laws of the State or Delaware
and successor in interest to CCMG Acquisition Corporation (together with its
respective successors and assigns, 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, the 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, Section 1308 of the Indenture provides
that the Company is required to cause the Subsidiary Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which the
Subsidiary Guarantors shall guarantee the Company’s Subsidiary Guaranteed
Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein and in Article XIII of the Indenture;


 


WHEREAS, each Subsidiary Guarantor desires to enter
into such supplemental indenture for good and valuable consideration, including
substantial economic benefit in that the financial performance and condition of
such Subsidiary Guarantor is dependent on the financial performance and
condition of the Company, the obligations hereunder of which such Subsidiary
Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working
capital through the Company’s access to revolving credit borrowings under the
Senior Credit Agreements; 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 Subsidiary Guarantors, the Company, the Existing Guarantors
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. Agreement to Guarantee. Each Subsidiary
Guarantor hereby agrees, jointly and severally with all other Subsidiary
Guarantors and fully and unconditionally, to guarantee the Subsidiary
Guaranteed Obligations under the Indenture and the Notes on the terms and
subject to the conditions set forth in Article XIII of the Indenture and to be
bound by (and shall be entitled to the benefits of) all other applicable
provisions of the Indenture as a Subsidiary Guarantor. The Subsidiary Guarantee
of each Subsidiary Guarantor is subject to the subordination provisions of the
Indenture.


 


3. Termination, Release and Discharge. Each
Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no
further force or effect, and each Subsidiary Guarantor shall be released and
discharged from all obligations in respect of such Subsidiary Guarantee, as and
when provided in Section 1303 of the Indenture.


 


4. Parties. Nothing in this Supplemental
Indenture is intended or shall be construed to give any Person, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of each Subsidiary Guarantor’s Subsidiary Guarantee or any provision
contained herein or in Article XIII of the Indenture.


 


5. 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.


 


6. 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.


 


7. 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.


 


8. 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.


 


	
   

  	
  BRAE HOLDING
  CORP.

  
	
   

  	
  HERTZ CLAIM
  MANAGEMENT CORPORATION

  
	
   

  	
  HCM MARKETING
  CORPORATION

  
	
   

  	
  HERTZ EQUIPMENT
  RENTAL CORPORATION

  
	
   

  	
  HERTZ LOCAL
  EDITION CORP.

  
	
   

  	
  HERTZ LOCAL
  EDITION TRANSPORTING, INC.

  
	
   

  	
  HERTZ GLOBAL
  SERVICES CORPORATION

  
	
   

  	
  HERTZ SYSTEM,
  INC.

  
	
   

  	
  HERTZ
  TECHNOLOGIES, INC.

  
	
   

  	
  HERTZ
  TRANSPORTING, INC.

  
	
   

  	
  SMARTZ VEHICLE
  RENTAL CORPORATION,

  
	
   

  	
  each as a
  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert H.
  Rillings

  
	
   

  	
  Name:

  	
  Robert H.
  Rillings

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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 Subsidiary Guarantee
Supplemental Indenture in respect of Senior Subordinated Notes