Exhibit 10.24.1


 


AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT


 


THIS AMENDMENT NO. 1 TO
INDEMNIFICATION AGREEMENT (this “Amendment”) is made effective as of                         
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”),                         ,
                        ,
and                         .


 


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.


 


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.


 


2

















 


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


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  HERTZ GLOBAL HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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