EX-10.B



 






EXHIBIT 10(b)


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “****” HAS BEEN
INSERTED IN PLACE OF THE PORTIONS SO OMITTED.









	 	 	 
	 

	 	February 20, 1997, as amended
	

	 	effective September 1, 2004







Hertz System, Inc.

225 Brae Boulevard

Park Ridge, New Jersey 07656



Dear Sirs:




     This Amended and Restated Advertising Agreement (hereinafter referred to
as this “Advertising Agreement” or “Agreement”) is made effective as of
September 1, 2004 to amend and restate the agreement dated as of February 20,
1997 between the parties. The purpose of this letter is to set forth the terms
and conditions of the agreement between Hertz System, Inc. (“Hertz”) and Ford
Motor Company (“Ford”) for a joint advertising program in which Hertz and its
affiliates (hereinafter sometimes collectively referred to as “Hertz”) will
promote the rental and leasing of vehicles manufactured by or for Ford and its
affiliated companies (“Ford Vehicles”). Effective September 1, 2004, this
Advertising Agreement and the term “Ford Vehicles” shall apply only to new
vehicles offered for sale in the United States under the “Ford”, “Lincoln” or
“Mercury” brands, and “Ford” shall not include companies affiliated with Ford.
According to the understanding of the parties:



     1. The joint advertising program (i) will be for a term commencing as of
September 1,
1997 and ending on August 31, 2007, (ii) will be conducted primarily in the
United States of America, and also in other countries, and (iii) will be
conducted in such media or manner as Hertz may select, provided that not more
than 10% of the expense of the program per year will be in purely local
advertising and not more than 15% of the expense of the program per year will
be in collateral material, such as direct mail literature, primarily associated
with the Hertz # 1 Club Gold and related programs. Each period of September 1
to and including the next following August 31 shall be called an Advertising
Year hereunder. Effective September 1, 2004 the joint advertising program will
be conducted only in the United States of America. Hertz, in its discretion,
may enter into vehicle advertising agreements with other automotive
manufacturers or brands in the U.S. and in other countries, including Ford
brands in other countries, beginning with the 2005 Advertising Year, effective
from September 1, 2004.



     2. Subject to the provisions of Paragraphs 3(a) and 3(c), Ford will pay
one-half of the costs of such joint advertising to the extent that it is
considered Eligible Advertising under Paragraph 4 hereof. Without prior
discussion with and approval by Ford, Ford’s share of such costs (the “Base
Amount”) will not exceed $39.0 million in the Advertising Year ending on August
31, 1998 (the “1998 Advertising Year”). For each of the Advertising Years
indicated below, the Base Amounts shall be calculated as follows:



     (a) for the 1999 Advertising Year, an amount equal to $39.0 million
multiplied by: (i) a fraction, the numerator of which is the CPI for April 1998
and the denominator of which shall be the CPI for April 1997, or (ii) ****,
whichever is smaller.



     (b) for the 2000 Advertising Year, an amount equal to the 1999 Base Amount
multiplied by: (i) a fraction, the numerator of which is the CPI for April 1999
and the denominator of which shall be the CPI for April 1998, or (ii) ****,
whichever is smaller.



 









 





     (c) for the 2001 Advertising Year, an amount equal to the 2000 Base Amount
multiplied by: (i) a fraction, the numerator of which is the CPI for April 2000
and the denominator of which shall be the CPI for April 1999, or (ii) ****,
whichever is smaller.



     (d) for the 2002 Advertising Year, an amount equal to the 2001 Base Amount
multiplied by: (i) a fraction, the numerator of which is the CPI for April 2001
and the denominator of which shall be the CPI for April 2000, or (ii) ****,
whichever is smaller.



     (e) for the 2003 Advertising Year, an amount equal to the 2002 Base Amount
multiplied by: (i) a fraction, the numerator of which is the CPI for April 2002
and the denominator of which shall be the CPI for April 2001, or (ii) ****,
whichever is smaller.



     (f) for the 2004 Advertising Year, an amount equal to ****.



     (g) for the 2005 Advertising Year, an amount equal to ****, adjusted as
provided in Paragraph 3(c).



     (h) for the 2006 Advertising Year, an amount equal to ****, adjusted as
provided in Paragraph 3(c).



     (i) for the 2007 Advertising Year, an amount equal to ****, adjusted as
provided in Paragraph 3(c).


As used herein, “CPI” means the United States Department of Labor’s Bureau of
Labor Statistics Revised Consumer Price Index for All Urban Consumers, or the
successor of such Index. The costs of such joint advertising shall include
Hertz’s direct costs, including costs of materials, of preparing and
distributing Hertz charge cards or Hertz-sponsored credit cards and related
materials (but not other costs of Hertz’s charge card department), of preparing
and distributing direct mail advertising material (advertising which is
contemplated by this Agreement), and of administering the Hertz advertising
department.




     3. (a) As it is the express purpose and intent of the joint advertising
program (and the payments provided thereunder) to increase the demand for the
rental of, and thereby increase the demand for the purchase by retail buyers
of, Ford Vehicles, it is the understanding and agreement of the parties hereto
that, during each Advertising Year prior to the 2005 Advertising Year, Ford
will not be required to pay Hertz any amounts under Paragraph 2 if the Ford
Vehicle Share is not at least 55%; provided, however, that Ford will be
required to pay such amounts to the extent that Hertz’s failure to achieve a
55% Ford Vehicle Share was attributable to (i) Ford’s failure to make Ford
Vehicles available for acquisition by Hertz in quantities sufficient to achieve
a 55% Ford Vehicle Share, or (ii) the fact that Ford Fleet Programs were not
competitive with those similar fleet programs offered by other automotive
manufacturers, as to terms and conditions; provided further, however, that in
no event shall Ford be required to pay Hertz under Paragraph 2 should the Ford
Vehicle Share be less than 40%.


Notwithstanding the preceding sentence, if Ford’s failure to make available
sufficient quantities of Ford Vehicles is caused by a production disruption of
more than one year due to (i) a shortage or curtailment of material, labor,
transportation or utility service; (ii) any labor or production difficulty;
(iii) any governmental action; or (iv) any cause beyond the reasonable control
of Ford, then the parties will negotiate in good faith to reduce the amounts
under Paragraph 2 above by amounts reflective of the nature, extent and
duration of the production disruption and the Ford Vehicle Share actually
achieved. For the purposes of this Agreement, (i) “Ford Vehicle Share” means
the percentage that new Ford Vehicles acquired in an Advertising Year for
Hertz’s domestic U.S. corporate fleet represent of the total vehicles acquired
for such domestic U.S. corporate fleet in such Advertising Year, (ii) “Ford
Fleet Programs” mean the price discount, guaranteed resale or repurchase,
incentive or similar programs offered by Ford and Ford affiliates whose primary
business is the sale or manufacture and sale of vehicles, and (iii) Hertz’s
domestic U.S. corporate fleet shall not include the fleets of independent
businesses or individuals licensed by Hertz for the daily car rental business
as part of the Hertz System.




     (b) In addition to the Base Amount payments for joint advertising under
Paragraph 2 above,



 









 




Ford will pay Hertz 100% of the cost of Eligible Advertising in excess of
those costs qualifying for the maximum contribution under Paragraph 2, related
solely to corporate car rental programs during each Advertising Year prior to
the 2005 Advertising Year in accordance with the schedule below:




	 	 	 
	 	 	Ford’s additional payment for Eligible
	If the Ford Vehicle Share	 	Advertising of Corporate Car Rental
	Should Reach:
	 	Programs will be (in millions):

	58%
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****
	****
	 	****






Ford’s additional payments will be subject to the same annual increases, based
on the CPI, as defined in Paragraph 2 above.



Ford shall be required to make additional payments hereunder only to the extent
that Hertz’s total expenditure for Eligible Advertising in an Advertising Year
prior to the 2005 Advertising Year exceeds those costs subject to Ford’s
one-half contribution under Paragraph 2. By way of example:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eligible Advertising	 	 
	 	 	 	 	 	 	Costs & Ford Contribution	 	Amount of Hertz
	 	 	Hertz Total	 	under Paragraph 2	 	Entitlement to
	 	 	Expenditure for	 	 	 	 	 	 	 	 	 	Supplemental Support
	 	 	Eligible Advertising	 	Eligible	 	Adv.	 	Based Upon ****Ford
	 	 	In Advertising Year	 	Adv.	 	Payment	 	Vehicle Share
	 	 	(Mils)	 	(Mils)	 	(Mils)	 	(Mils)
	Example A
	 	 	*	***	 	 	*	***	 	 	*	***	 	 	*	***
	Example B
	 	 	*	***	 	 	*	***	 	 	*	***	 	 	*	***
	Example C
	 	 	*	***	 	 	*	***	 	 	*	***	 	 	*	***






The calculation of such additional payments for Hertz’s corporate advertising
costs will be subject to the following terms:




(i) By no later than August 15 of each Advertising Year, Hertz will
submit to Ford a written estimate of the Ford Vehicles to be delivered to
Hertz and its Ford Vehicle Share for the following Advertising Year.



(ii) On the first day of each quarter of each Advertising Year, Ford will
pay Hertz one quarter of that year’s amount of supplemental support as
calculated from the schedule in this Paragraph 3(b) based on the written
estimate of Ford Vehicle Share for its domestic U.S. corporate fleet
submitted by Hertz in accordance with Paragraph 3(b)(i) above.



(iii) By no later than August 15 of each Advertising Year, Hertz will
provide Ford with a reconciliation of Hertz’s total vehicle deliveries to
its domestic U.S.corporate fleet and Ford Vehicles delivered to its
domestic U.S. corporate fleet during that Advertising Year. If Hertz’s
Ford Vehicle Share falls short of the Ford Vehicle Share estimated
pursuant to Paragraph 3(b)(i), the September 1 payment in the following
Advertising Year will be reduced by any amounts prepaid by Ford pursuant
to Paragraph 3(b)(ii) based on the actual Ford



 









 








Vehicle Share attained; provided however, that no reduction in such payment shall
be required if Hertz’s failure to achieve the estimated Ford Vehicle
Share was attributable to a failure by Ford to make Ford Vehicles
available in quantities sufficient to achieve the estimated Ford Vehicle
Share. Notwithstanding the preceding sentence, if Ford’s failure to make
available sufficient quantities of Ford Vehicles is caused by a
production disruption of more than one year due to (i) a shortage or
curtailment of material, labor, transportation or utility service; (ii)
any labor or production difficulty; (iii) any governmental action; or
(iv) any cause beyond the reasonable control of Ford, then the parties
will negotiate in good faith to reduce the amounts under Paragraph 2
above by amounts reflective of the nature, extent and duration of the
production disruption and the Ford Vehicle Share actually achieved. If
any refund is due Ford pursuant to this provision with respect to the Advertising Year ending on
August 31, 2004, Hertz will make payment of such amount to Ford no later
than September 15. 2004.


(c) As it is the express purpose and intent of the joint advertising program
(and the payments provided thereunder) to increase the demand for the rental
of, and thereby increase the demand for the purchase by retail buyers of, Ford
Vehicles, it is the understanding and agreement of the parties hereto that,
during the 2005, 2006 and 2007 Advertising Years, and subject to the provisions
of this Paragraph 3(c), Ford will not be required to pay Hertz any amounts
under Paragraph 2 if the number of Ford Vehicles acquired in that Advertising
Year is not at least **** Ford Vehicles; provided, however, that Ford will be
required to pay such amounts to the extent that Hertz’s failure to acquire ****
Ford Vehicles was attributable to (i) Ford’s failure to make Ford Vehicles
available for acquisition by Hertz in quantities sufficient to achieve the
acquisition of **** Ford Vehicles, or (ii) the fact that Ford Fleet Programs
were not competitive with those similar fleet programs offered by other
automotive manufacturers, as to terms and conditions; provided further,
however, that in no event shall Ford be required to pay Hertz under Paragraph 2
should the number of Ford Vehicles acquired in an Advertising Year not be at
least **** Ford Vehicles.



Notwithstanding the preceding sentence, if Ford’s failure to make available
sufficient quantities of Ford Vehicles is caused by a production disruption of
more than one year due to (i) a shortage or curtailment of material, labor,
transportation or utility service; (ii) any labor or production difficulty;
(iii) any governmental action; or (iv) any cause beyond the reasonable control
of Ford, then the parties will negotiate in good faith to reduce the amounts
under Paragraph 2 above by amounts reflective of the nature, extent and
duration of the production disruption and the number of Ford Vehicles actually
acquired. For the purposes of this Paragraph 3(c), (i) the number of Ford
Vehicles acquired means the number of Ford Vehicles acquired in an Advertising
Year for Hertz’s U.S. corporate fleet, (ii)“Ford Fleet Programs” means the
price discount, guaranteed resale or repurchase, incentive or similar programs
offered by Ford, and (iii) Hertz’s U.S. corporate fleet shall not include the
fleets of independent businesses or individuals licensed by Hertz for the daily
car rental business as part of the Hertz System.



The payments to Hertz under Paragraphs 2(g), 2(h) and 2(i) for each Advertising
Year shall be:





	(1)	 	increased by **** for each Ford Vehicle acquired by Hertz
for its U.S. corporate fleet in excess of **** Ford Vehicles in that
Advertising Year, and
	 
	(2)	 	reduced by **** for each Ford Vehicle acquired by Hertz for
its U.S. corporate fleet fewer than **** Ford Vehicles, but at least
**** Ford Vehicles, in that Advertising Year.





     4. To be considered Eligible Advertising under the joint advertising
program, advertising must:



     a. be published, or placed or controlled by Hertz or its affiliates; and



     b. indicate that Hertz features Ford Vehicles or refer only to Ford
Vehicles at least once in a phrase, such as “Hertz rents Fords and other fine
cars” (or in a manner with a leadership and influence value), and with a
prominence that is reasonably satisfactory to Ford, and without mention of any
other vehicle manufacturer; and



     c. where feasible, use or contain a pictorial representation of only a
Ford Vehicle approved by Ford, in a manner and with a prominence reasonably
satisfactory to Ford; and



 









 





     d. not contain any pictorial representation, trade name or endorsement
of, or testimonial to, any vehicle other than a Ford Vehicle, or any reference
by name to any vehicle manufacturer other than Ford , except as Ford may
otherwise consent, it being understood that prior to September 1, 2004 vehicles
other than Ford Vehicles may be mentioned and pictured (i) in Hertz’s tariffs,
directories or rate sheets distributed outside the continental United States or
distributed inside the continental United States for rentals outside the
continental United States, (ii) in the advertising with Ford’s consent, which
shall not be unreasonably withheld, of a vehicle for which, at the time, there
is no comparable Ford Vehicle, and (iii) in advertising with Ford’s consent,
which shall not be unreasonably withheld, in any country in which Ford Vehicles
represent less than 25% of the total Hertz corporate fleet in such country; and



     e. comply with the provisions of Paragraphs 6 and 7 hereof.



     5. Advertising that contains any pictorial representation, trade name or
endorsement of, or testimonial to, a Ford Vehicle, or any reference by name to
Ford or one of its affiliates shall be published, placed, and controlled by
Hertz or its affiliates. As used in this Agreement, Hertz’s “affiliates”
consist of The Hertz Corporation and it subsidiaries and other controlled
affiliates, and Ford’s “affiliates” exclude Hertz and its affiliates.



     6. While this Agreement is in effect, Hertz will not use, and to the
extent practicable will not permit any of its affiliates to use, and will use
its best efforts to prevent its licensees and affiliates from using, any
advertising that contains the Ford script-in-oval trademark, the word “Ford” in
script or any statement that is detrimental to Ford or any of Ford’s
affiliates, or to the good name of Ford or any of its affiliates, or to any
product made or sold by Ford or its affiliates.



     7. Ford will furnish Hertz, from time to time, pictorial representations
and vehicles for Hertz-sponsored photo shoots of Ford Vehicles for use in
Eligible Advertising. Each pictorial representation of a Ford Vehicle used in
an Eligible Advertisement originally released more than
one month after the public introduction of a new model of such Ford Vehicle
will, if practicable, be a pictorial representation of such new model.



     8. Hertz will hold in confidence all pictorial representations of Ford
Vehicles, and all information and data disclosed by Ford to Hertz hereunder;
and will not use or disclose the same to others except as required to carry out
the purpose of this Agreement or as authorized by Ford in writing. Hertz will
impose, insofar as practicable, a similar restriction on Ford’s behalf on its
parent and on its affiliates and will use its best efforts to cause its
licensees and the licensees of its parent and affiliates and all others to whom
it discloses any of such material to hold such representations, information and
data in confidence.



     9. Hertz will use all reasonable efforts to obtain all Eligible
Advertising at competitive rates and charges and will notify Ford in writing of
the agency or agencies handling the same from time to time. Hertz will furnish
to Ford upon request, during the term hereof, copies or examples of all
advertising, including, without limitation, print advertisements, collateral
material, mat services, telecommunication material, and outdoor displays
prepared for Hertz or on Hertz’s behalf and placed by or through its
advertising agencies during the month preceding such request.



     10. While this Agreement is in effect, Ford will pay Hertz, toward Ford’s
share of the costs of Eligible Advertising, as provided in Paragraph 2 hereof,
on the first day of each quarter (i.e., September 1, December 1, March 1 and
June 1) in each Advertising Year during the term hereof, one-quarter of the
respective annual amounts specified in Paragraph 2.



     a. In no event will Ford be required hereunder to contribute:




	(i)	 	any portion of funds paid by Hertz’s
licensees (other than Hertz’s parent or affiliates) for
local advertising, or
	 
	(ii)	 	any portion of funds used directly or
indirectly for tariffs, directories or rate sheets, to the
extent used to advertise vehicles other than Ford Vehicles,
except as Ford may otherwise consent, and







 









 




     b. As soon as practicable after the end of each quarter of each
12 month period beginning January 1 and ending December 31 during the term of this Agreement
(“Calendar Year”), and as soon as practicable after the termination of this
Agreement, Hertz will deliver to Ford a statement in reasonable detail for such
quarter or for the final period preceding termination, certified by Hertz’s
treasurer, controller, or an assistant treasurer or assistant controller,
setting forth the amount spent or committed by Hertz during said period for
Eligible Advertising. Ford may at any time proportionately reduce any quarterly
payment if, during the year, the sum of its quarterly payments thus far in such
year substantially exceeds 50% of the cost thus far for Eligible Advertising,
and may continue such reduction as long as such excess exists.




     c. As soon as practicable at the end of each Calendar Year prior to the
termination hereof, and in no event later than April 1 of the following
Calendar Year, Hertz will deliver to Ford a statement in reasonable detail for
such Calendar Year, certified by its treasurer, controller, assistant treasurer
or assistant controller, setting forth receipts for and expenditures or
commitments made, charged or chargeable to said Calendar Year, and Hertz will
pay to Ford or charge to the next quarterly payment any excess of Ford’s
payments in that Calendar Year over 50% of the total amount expended or
committed for Eligible Advertising for such Calendar Year. For this purpose,
Ford’s payments in any Advertising Year will be pro-rated equally over each
month in each Calendar Year as appropriate.



     d. Within a reasonable time after any termination of this Agreement,
Hertz will deliver to Ford a statement in reasonable detail, certified by its
treasurer, controller, assistant treasurer, or assistant controller, setting
forth its expenditures for Eligible Advertising during the period between the
first day of the Calendar Year in which such termination will have occurred and
the date of such termination, and also setting forth the amount held in its
advertising funds or the advertising funds of its parent or affiliates as of
the date of termination of this Agreement, less all accrued liabilities
chargeable thereto, or commitments made as of said date, plus prepaid expenses
which may have been charged to such funds, such as for non-Ford components of
spectacular outdoor displays (which will have been amortized over the shorter
of the term of the applicable lease or five years from the date such display
commenced), which will be restored to such funds on a prorata basis, plus the
amount, if any, by which expenditures are in excess of the limitations agreed
upon for local advertising and collateral material (herein sometimes called
“the termination date balance of such funds”) and Hertz will simultaneously
with the delivery of said statement to Ford, pay the portion of the termination
date balance of such finds which Ford has theretofore contributed, or Ford will
pay to the funds any sum so shown to be due, as the case may be.



     11. Subject to Paragraph 12 hereof, Hertz will have sole discretion
and control over all copy, art work, editorial matter, media, and
release dates for all Eligible Advertising.



     12. Hertz warrants that no Eligible Advertising, and no other item
released by Hertz or anyone under its control that contains any pictorial
representation of a Ford Vehicle or any reference to Ford or its affiliates,
will violate the copyright or right of privacy of, or constitute a libel or
slander or actionable derogation of, or violate any legal or equitable right
of, any person or entity.



     13. Hertz will indemnify and hold harmless Ford, its dealers, its
affiliates and their dealers from and against all claims by third parties,
damages, liabilities, losses, costs and expenses arising out of or connected
with any Eligible Advertising or any other advertising, promotion or publicity
released by Hertz or under Hertz’s control. Ford will indemnify and hold
harmless Hertz, its affiliates, and Hertz’s licensees and the licensees of its
affiliates, from and against all claims by third parties, damages, liabilities,
losses, costs and expenses arising out of or connected with the use, pursuant
to this Agreement, of any pictorial representation, information or data
furnished by Ford hereunder.



     14. This Agreement is not made in connection with or as part of any
transaction related to the sale of any Ford Vehicle or Vehicles, and nothing
contained herein will be construed as imposing, directly or indirectly, any
obligation on anyone to purchase or supply any Ford Vehicle or Vehicles.



     15. (a) Except as otherwise specifically provided in this Agreement, if
there is published, placed or paid for by Hertz or anyone under its control, by
its parent or any of its affiliates, any advertising of any make of vehicle
other than a Ford Vehicle which Ford believes has reduced or may reduce the
value to Ford or its affiliates of the joint advertising program provided
hereunder, Ford in its sole discretion may, after thorough discussion with
Hertz, terminate this Agreement as of the end of any month by giving Hertz at
least twenty (20) days’ prior notice of



 









 




termination. On and after the
start of the 2005 Advertising Year, the publication by itself of advertising of
a make of vehicle other than a Ford Vehicle or a manufacturer other than Ford
does not give rise to Ford’s above right of termination under this Paragraph
15(a); any such termination must be based on the overall content of such
advertising. However, Ford shall have no right of termination with respect to
(i) advertising published, placed, or paid for by any of Hertz’s licensees or
any licensee of any of its affiliates, unless such advertising is published or
placed with the approval or consent of Hertz or its affiliates, (ii)
advertising published or placed with Ford’s consent of a vehicle for which, at
the time, there is no comparable Ford Vehicle prior to the 2005 Advertising
Year, or (iii) advertising published or placed with Ford’s consent in any
country in which Ford Vehicles represent less than 25% of the total Hertz
corporate fleet in such country prior to the 2005 Advertising Year.




     (b) If either Hertz or Ford shall be in breach of any provision of this
Agreement, the other may terminate this Agreement as of the last day of any
succeeding month by giving at least twenty (20) days’ prior notice of
termination to the party in breach unless such breach is cured within such
notice period, or, if not capable of being cured within said notice period, the
curing thereof is commenced and proceeds with all due diligence during said
notice period and is cured within sixty (60) days after such notice.



     16. If this Agreement is rendered illegal by enactment of a statute or a
final decision by a court or governmental agency of competent jurisdiction,
either party may terminate the Agreement after reasonable consultation with the
other party. If, during the term hereof, any federal or state law is enacted
which would require Ford, by reason of the existence of this Agreement, to
provide its franchised automobile dealers, operating as such, with annual
payments in an aggregate amount equal to or greater than those provided to
Hertz, either in the form of price reductions or otherwise, then Ford, at its
option, may terminate this Agreement, effective immediately, without any
further obligations by either party to the other except as to such obligations
that are due and payable as of the effective date of termination.



     17. Ford, through its duly authorized agents or representatives, may
examine all pertinent records of Hertz, its parent, or its affiliates at any
and all reasonable times for the purposes of determining, and to the extent
necessary for the determination of, the accuracy of all statements that may be
furnished by Hertz to Ford hereunder. Such records will include all documents
pertaining to the advertising funds of Hertz or its affiliates, and to the
number of vehicles in Hertz’s domestic U.S. corporate fleet.



     18. At Ford’s request from time to time and upon not less than ten (10)
days’ prior notice to Hertz, Hertz’s duly authorized officials shall meet with
Ford representatives at Hertz’s headquarters for the purpose of discussing the
joint advertising program, particularly as it relates to Ford’s name (or Ford’s
affiliates’ names) and good will or any of its trade or service marks. Hertz
will use any such trade or service marks only in strict accordance with written
authorization received from Ford and will in good faith, when not inconsistent
with Hertz’s objectives, seek to meet Ford’s other requests or objections.
Major changes in advertising campaigns or strategy will be discussed with Ford
in advance of implementation.



     19. This Agreement may not be changed in any way except in writing signed
and delivered by the duly authorized representatives of Ford and Hertz.



     This Agreement and any amendments may be executed in counterparts, each of
which will be deemed an original, but all of which taken together will
constitute one and the same instrument.



     20. Any notice, consent, approval or other communication required or
permitted hereunder will be in writing, will be given by registered or
certified United States mail and will be deemed given when deposited in the
mail, postage paid and addressed as follows:



          (a) if to Ford:


Ford Motor Company

Office of the Secretary

One American Road

Dearborn, Michigan 48126; and



 









 








          (b) if to Hertz:


Chairman of the Board

Hertz System, Inc.

225 Brae Boulevard

Park Ridge, New Jersey 07656


Such addresses may be changed by notice given in like manner.





     21. This Agreement will be deemed to be a Michigan agreement and will be
construed and governed by the laws of the State of Michigan.



     22. The joint advertising agreement dated as of January 1, 1988 (“1988”
Agreement”), between Ford and Hertz shall terminate as of midnight, August 31,
1997, and this Agreement shall supersede the 1988 Agreement.


If the foregoing correctly states the understanding of both parties, on this
subject, please sign and return a copy of this letter.



	 	 	 	 	 
	 	Yours very truly,



FORD MOTOR COMPANY

 	 
	 	By:  	/s/ James G. O'Connor
 	 
	 	 	James G. O'Connor  9/7/04 	 
	 	 	 	 
	 




AGREED:




HERTZ SYSTEM, INC.




By: /s/ Craig R. Koch

     Craig R. Koch     9/10/04