Exhibit 10.23.1


 


AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT


 


THIS AMENDMENT NO. 1 TO
INDEMNIFICATION AGREEMENT (this “Amendment”) is made effective as of March 3,
2009 by and among Hertz Global Holdings, Inc., a Delaware corporation formerly
known as CCMG Holdings, Inc. (the “Company”), The Hertz
Corporation, a Delaware corporation (“Hertz” and, together with the
Company, the “Company Entities”), Carlyle Partners IV, L.P., a Delaware
limited partnership, (the “Fund”), CP IV Coinvestment, L.P., CEP II U.S.
Investments, L.P., CEP II Participations S.à.r.l SICAR and TC Group IV, L.L.C.,
a Delaware limited liability company (“Manager”) (collectively, the “Other
Investors”).


 


RECITALS


 


A.                                   The parties
hereto or their predecessors have entered into that certain Indemnification
Agreement, dated as of December 21, 2005 (the “Agreement), to
govern certain of their respective rights, duties and obligations with respect
the indemnification of Indemnitees (as defined in the Agreement) by each of the
Company Entities;


 


B.                                     In accordance
with Section 10 of the Agreement, the parties hereto wish to amend the
Agreement; and


 


NOW THEREFORE, in
consideration of the foregoing premises, and the mutual agreements and covenants
and provisions contained in the Agreement and herein, the parties hereto hereby
agree as follows:


 


1.                                       Section 2(a)(ii) of
the Agreement is hereby amended and restated to read in its entirety as follows:


 


“(ii)                            to the fullest
extent permitted by applicable law, from and against any and all Obligations in
any way resulting from, arising out of or in connection with, based upon or
relating to (A) the fact that such Indemnitee is or was a director
or an officer of any member of the Company Group or is or was serving at the
request of such corporation as a director, officer, employee or agent of or
advisor or consultant to another corporation, partnership, joint venture, trust
or other enterprise, (B) any breach or alleged breach by such
Indemnitee of his or her fiduciary duty as a director or an officer of any member
of the Company Group or (C) any payment or reimbursement by any Indemnitee,
pursuant to indemnification arrangements or otherwise, of any Obligations
contemplated in the foregoing clauses (A) or (B) of this Section 2(a)(ii);”


 


2.                                       Section 10
of the Agreement is hereby amended and restated to read in its entirety as
follows:


 

















 


“10.                           Miscellaneous.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This
Agreement is not intended to confer any right or remedy hereunder upon any
Person other than each of the parties hereto and their respective successors
and permitted assigns and each other Indemnitee.  No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder shall be valid and binding
unless set forth in writing and duly executed by the party or other Indemnitee
against whom enforcement of the amendment, modification, supplement or
discharge is sought.  Neither the waiver
by any of the parties hereto or any other Indemnitee of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
party hereto or any other Indemnitee on one or more occasions, to enforce any
of the provisions of this Agreement or to exercise any right, powers or
privilege hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any provisions hereof, or any
rights, powers or privileges hereunder. 
The rights, indemnities and remedies herein provided are cumulative and
are not exclusive of any rights, indemnities or remedies that any party or
other Indemnitee may otherwise have by contract, at law or in equity or
otherwise, provided that (i) to
the extent that any Indemnitee is entitled to be indemnified by any member of
the Company Group and by any other Indemnitee or any insurer under a policy
procured by any Indemnitee, the obligations of the members of the Company Group
hereunder shall be primary and the obligations of such other Indemnitee or
insurer secondary, and (ii) no member of the Company Group shall be
entitled to contribution or indemnification from or subrogation against such
other Indemnitee or insurer. 
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument.”


 


3.                                       Confirmation of
the Agreement.  Except as
set forth in this Amendment, the Agreement is hereby ratified and confirmed and
shall continue in full force and effect. 
On and after the date of this Amendment, each reference in the Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import,
and each reference to the Agreement in any other agreements, documents or
instruments shall mean and be a reference to the Agreement as amended by this
Amendment.


 


4.                                       Governing Law.  This Amendment shall be governed by and
construed in accordance with the internal laws of the State of New York,
without regard to any conflict of laws provisions that would require the
application of the Law of any other jurisdiction.


 


2

















 


5.                                       Counterparts.  This Amendment may be
executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the
same instrument.                     


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment by their authorized representatives
as of the date first above written.


 


 


	
   

  	
  TC GROUP IV, L.L.C.

  
	
   

  	
  By:

  	
  TC Group Cayman Investment
  Holdings, L.P., its

  
	
   

  	
   

  	
  managing member

  
	
   

  	
   

  	
  By:

  	
  TCG Holdings Cayman II,
  L.P., its general

  
	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
  By:

  	
  DBD Cayman, Limited, its
  general

  
	
   

  	
   

  	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Name:

  	
   Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CARLYLE PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
  TC Group IV, L.P., its
  general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group IV Managing GP,
  L.L.C., its

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  	
  By: 

  	
  TC Group, L.L.C., its sole
  member

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  TCG Holdings, L.L.C., its
  managing

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CP IV COINVESTMENT, L.P.

  
	
   

  	
  By:

  	
  TC Group IV, L.P., its
  general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group IV Managing GP,
  L.L.C., its

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  	
  By: 

  	
  TC Group, L.L.C., its sole
  member

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  TCG Holdings, L.L.C., its

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Daniel A. D’Aniello

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
										



 

















 


	
   

  	
   

  
	
   

  	
  CEP II U.S. INVESTMENTS,
  L.P.

  
	
   

  	
  By:

  	
  CEP II Managing GP, L.P.,
  its general partner

  
	
   

  	
   

  	
  By:

  	
  CEP II Managing GP
  Holdings, Ltd., its

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E.
  Conway, Jr.

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  William E.
  Conway, Jr.

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CEP II PARTICIPATIONS
  S.à.r.l SICAR

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William E.
  Conway, Jr.

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  William E. Conway, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David B. Pearson

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  David B. Pearson

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  
	
   

  	
  HERTZ GLOBAL HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Jeffrey Zimmerman

  
	
   

  	
   

  	
  Name:

  	
   J. Jeffrey Zimmerman

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  General Counsel &

  
	
   

  	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Jeffrey Zimmerman

  
	
   

  	
   

  	
  Name: 

  	
  J. Jeffrey Zimmerman

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, General
  Counsel &

  
	
   

  	
   

  	
   

  	
  Secretary