Exhibit
4.5.1.1


 


EXECUTION
VERSION


 




 





Dated 21 March
2007


 


AMENDMENT
AND RESTATEMENT AGREEMENT


in respect of
a


Senior Bridge
Facilities Agreement

(in relation to Facilities A1, A2 and C) originally dated 21 December 2005


among


 


HERTZ
INTERNATIONAL, LTD.
 as Parent


 


THE
BORROWERS


 


THE
GUARANTORS


 


HERTZ
EUROPE LIMITED
 as
Coordinator


 


BNP
PARIBAS


 


and


 


THE
ROYAL BANK OF SCOTLAND PLC
 as
Mandated Lead Arrangers


 


CALYON
 as
Co-Arranger


 


BNP
PARIBAS,

THE ROYAL BANK OF SCOTLAND PLC


 


and  


 


CALYON
 as
Joint Bookrunners


 


BNP
PARIBAS
 as
Facility Agent


 


BNP
PARIBAS

as Security Agent


 


BNP
PARIBAS
 as
Global Coordinator


 


THE
FINANCIAL INSTITUTIONS

NAMED HEREIN
 as
Banks




 





 




5 Old Broad Street

London EC2N 1DW


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  2

  
	
  2.

  	
  AMENDMENT
  AND RESTATEMENT

  	
  3

  
	
  3.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  3

  
	
  4.

  	
  EFFECTIVE
  DATE

  	
  4

  
	
  5.

  	
  CONTINUITY
  AND FURTHER ASSURANCE

  	
  4

  
	
  6.

  	
  AMENDMENT
  COSTS AND EXPENSES

  	
  4

  
	
  7.

  	
  COUNTERPARTS

  	
  4

  
	
  8.

  	
  GOVERNING
  LAW, NOTICES AND JURISDICTION

  	
  4

  
	
  SCHEDULE 1

  	
  THE ORIGINAL
  PARTIES

  	
  6

  
	
  SCHEDULE 2

  	
  CONDITIONS
  PRECEDENT

  	
  8

  
	
  SCHEDULE 3

  	
  AMENDED AND
  RESTATED SENIOR BRIDGE FACILITIES AGREEMENT

  	
  11

  
	
  SIGNATURES

  	
   

  	
  S-1

  
					



 


i

















 


THIS AGREEMENT is dated      March  2007 and made between:


 


(1)           HERTZ INTERNATIONAL,
LTD., a corporation
incorporated under the laws of the State of Delaware, having (as of the date
hereof) its registered office at 225 Brae Boulevard, Park Ridge, New Jersey,
07657 (the “Parent”);


 


(2)           THE COMPANIES listed in Part 2 of Schedule 1 (The Original Parties) as borrowers under
the Original Senior Bridge Facilities Agreement (as defined below) (the “Borrowers”);


 


(3)           THE COMPANIES listed in Part 3 of Schedule 1 (The Original Parties) as guarantors under
the Original Senior Bridge Facilities Agreement (as defined below) (the “Guarantors”);


 


(4)           HERTZ EUROPE
LIMITED as
Coordinator;


 


(5)           BNP PARIBAS  AND
THE ROYAL BANK OF SCOTLAND PLC as
mandated lead arrangers of the Facilities as defined in the Original Senior
Bridge Facilities Agreement (each, a “Mandated
Lead Arranger” and together, the “Mandated Lead Arrangers”);


 


(6)           CALYON as co-arranger (the “Co-Arranger”);


 


(7)           BNP PARIBAS, THE
ROYAL BANK OF SCOTLAND PLC AND CALYON as joint bookrunners for the Facilities as
defined in the Original Senior Bridge Facilities Agreement (together, the “Joint Bookrunners”);


 


(8)           BNP PARIBAS as facility agent for the Banks
(the “Facility Agent”);


 


(9)           BNP PARIBAS as security agent and security
trustee on behalf of the Finance Parties (the “Security Agent”);


 


(10)         BNP PARIBAS as documentation agent and global
coordinator for the Banks (the “Global
Coordinator”); and


 


(11)         THE FINANCIAL
INSTITUTIONS listed
in Part 1 of Schedule 1 (The Original
Parties) as Banks (the “Banks”).


 


WHEREAS:


 


(A)          This Agreement is supplemental to a senior
bridge facilities agreement dated 21 December 2005  (the “Original Senior
Bridge Facilities Agreement”) made between, among others, the
Parent, the original borrowers and original guarantors named therein, the
mandated lead arrangers named therein, the co-arranger named therein, the joint
bookrunners named therein, BNP Paribas as facility agent, security agent,
documentation agent and global co-ordinator and the financial institutions
named therein as banks.


 


(B)          On 24 January 2006, Hertz Europe Limited
acceded to the Original Senior Bridge Facilities Agreement as an Additional
Guarantor pursuant to Clause 39.1 (Request
for Additional Guarantor) thereof.


 


1

















 


(C)          The parties wish to amend the Original Senior
Bridge Facilities Agreement on the terms and subject to the conditions set out
in this Agreement.


 


(D)          In accordance with Clause 44 (Amendments) of the Original Senior Bridge
Facilities Agreement, the parties to this Agreement have agreed that the
Original Senior Bridge Facilities Agreement shall be amended and restated to
the extent set out in this Agreement.


 


IT IS AGREED as follows:


 


1.             DEFINITIONS AND
INTERPRETATION


 


1.1           Definitions


 


In this Agreement:


 


“Additional Company” means each of Car Rental Systems Do Brasil
Locação De Veículos Ltda, Hertz New Zealand Limited, The Hertz Corporation,
Hertz New Zealand Holdings Limited, Equipole S.A. and Hertz Finance Centre
Limited.


 


“Amended and Restated Intercreditor Deed” means the Intercreditor
Deed dated 21 December 2005 between, among others, the Parent, the Borrowers,
the Guarantors, certain subsidiaries of the Parent, the Facility Agent and the
Security Agent as amended and restated pursuant to the Supplemental Deed.


 


“Amended and Restated Senior Bridge Facilities Agreement” means
the Original Senior Bridge Facilities Agreement as amended and restated in the
form set out in Schedule 3 (Amended and
Restated Senior Bridge Facilities Agreement).


 


“Effective Date” shall have the meaning given to in Clause 4 (Effective Date) below.


 


“Relevant Agreements” means this Agreement, the Amended and
Restated Senior Bridge Facilities Agreement, the Supplemental Deed and the
Amended and Restated Intercreditor Deed.


 


“Supplemental Deed” means the supplemental deed to the
Intercreditor Deed to be entered into on or about the date of this Agreement
between, among others, the Parent, the Borrowers, the Guarantors, certain
subsidiaries of the Parent, the Facility Agent and the Security Agent.


 


1.2           Incorporation of
Defined Terms


 


(a)           Unless a contrary indication
appears, a term defined in the Original Senior Bridge Facilities Agreement has
the same meaning in this Agreement.


 


(b)           The principles of interpretation set
out in the Original Senior Bridge Facilities Agreement shall have effect as if
set out in this Agreement.


 


2

















 


1.3           Third Party Rights


 


A person who is not party to
this Agreement, other than the Obligors and the Finance Parties, has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement. 


 


2.             AMENDMENT AND
RESTATEMENT 


 


With effect from the Effective
Date, the Original Senior Bridge Facilities Agreement shall be amended and
restated in the form set out in Schedule 3 (Amended
and Restated Senior Bridge Facilities Agreement) to this Agreement.


 


3.             REPRESENTATIONS AND
WARRANTIES


 


Each Obligor represents and
warrants to each of the Finance Parties in respect to itself that:


 


(a)           all acts, conditions and things required
to be done, fulfilled and performed (save for any such acts, conditions or
things referred to in the qualifications to the legal opinions referred to in
Clause 4 (Effective Date)
below and subject to applicable bankruptcy or insolvency laws or other similar
laws affecting creditors’ rights or remedies generally and general principles
of equity) in order (x) to enable it lawfully to enter into, exercise its
rights under and perform and comply with the obligations (taken as a whole)
expressed to be assumed by such Obligor in each of the Relevant Agreements,
(y) to ensure that the obligations expressed to be assumed by such Obligor
in each of the Relevant Agreements (taken as a whole) are legal, valid, binding
and enforceable and (z) to make each of the Relevant Agreements admissible
in evidence in its jurisdiction of organisation, in each case, have been done,
fulfilled and performed, save in each case for any such act, condition or thing
which the failure to do, fulfil or perform would not reasonably be expected to
have a Material Adverse Effect;


 


(b)           after giving effect to this
Agreement and the Supplemental Deed, no Event of Default has occurred and is
continuing (or would occur giving effect to this Agreement as of the Effective
Date); 


 


(c)           all necessary consents and approvals
to the transactions contemplated by each of the Relevant Agreements have been
or, when required, will be obtained and there is no legal requirement of any
governmental authority (including any requirement to make any declaration,
filing or registration or to obtain any license or order) which is necessary to
be met by it in connection with its execution, delivery or performance of each
of the Relevant Agreements; and


 


(d)           after giving effect to this
Agreement and the Supplemental Deed, the Repeated Representations (as such term
is defined in the Amended and Restated Senior Bridge Facilities Agreement)
other than those set out in Clause 19.6 (Financial
Statements) of the Amended and Restated Senior Bridge Facilities
Agreement are hereby repeated on the Effective Date (as defined below in Clause
4 (Effective Date)) by reference
to the facts and circumstances existing on the Effective Date.


 


3

















 


4.             EFFECTIVE DATE


 


The effective date (the “Effective Date”) of this Agreement shall be
the date on which the Facility Agent confirms to the Parent  and the  Banks
that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent), in each case in
form and substance satisfactory to it (acting reasonably), or, as the case may
be, the requirement to provide any of such documents and/or evidence has been
waived by the Instructing Group.


 


5.             CONTINUITY AND
FURTHER ASSURANCE


 


5.1           Designation as a
Finance Document


 


In accordance with the
definition of “Finance Documents”
set forth in Clause 1.1 (Definitions)
of the Original Senior Bridge Facilities Agreement, the Parent and the Facility
Agent designate this Agreement and the Amended and Restated Senior Bridge
Facilities Agreement as a Finance Document (as such term is defined in the
Amended and Restated Senior Bridge Facilities Agreement).


 


5.2           Continuing Rights
and Obligations


 


The provisions of the Original
Senior Bridge Facilities Agreement shall, save as expressly amended by this
Agreement, continue in full force.


 


5.3           Further Assurance


 


Each Obligor shall, at the
reasonable request of the Security Agent and at its own expense, do all such
acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.


 


6.             AMENDMENT COSTS AND
EXPENSES


 


In accordance with the
provisions of Clause 27.4 (Amendment
Costs) of the Original Senior Bridge Facilities Agreement the Parent
shall reimburse the Finance Parties for all reasonable out-of-pocket costs and
expenses (including reasonable legal fees of a single counsel in each relevant
jurisdiction) together with any VAT thereon (subject to Clause 14.7(c) (VAT) of the Amended and Restated Senior
Bridge Facilities) directly incurred by such person in connection with this
Agreement.


 


7.             COUNTERPARTS


 


This Agreement may be executed
in any number of counterparts and all of such counterparts taken together shall
be deemed to constitute one and the same instrument.


 


8.             GOVERNING LAW,
NOTICES AND JURISDICTION


 


8.1           This Agreement shall be governed by
and construed in accordance with English law.


 


8.2           The provisions of Clause 42 (Notices) and Clause 47 (Jurisdiction) of the Original Senior
Bridge Facilities Agreement shall be incorporated into this Agreement as if set



 


4

















 


out in full in this Agreement
and as if references in those clauses to “this Agreement” are references to
this Agreement.


 


[The remainder
of the page is intentionally left blank]


 


5

















 


SCHEDULE 1



THE ORIGINAL PARTIES


 


Part
1


 


The
Banks


 


BNP Paribas


 


BNP Paribas (Canada)


 


The Royal Bank of Scotland plc


 


CALYON


 


Indosuez Finance (UK) Limited


 


Part
2


 


The
Borrowers


 


HA Funding Pty Limited (ACN 117
549 498)


 


Hertz Belgium N.V. 


 


Hertz Canada Limited


 


Hertz France SAS 


 


Equipole Finance Services SAS 


 


Hertz Equipement France SAS


 


Hertz Autovermietung GmbH


 


Hertz Italiana S.p.A.


 


BNS Automobile Funding B.V.


 


Hertz AG 


 


Hertz (U.K.) Limited


 


6

















 


Part
3


 


The
Guarantors


 


Hertz International, Ltd.


 


Hertz Australia Pty. Limited
(ABN 31 004 407 087)


 


Hertz Belgium N.V.


 


Hertz France SAS 


 


Hertz Equipement France SAS


 


Equipole Finance Services SAS


 


Hertz Autovermietung GmbH


 


Hertz Italiana S.p.A. 


 


BNS Automobile Funding B.V.


 


Stuurgroep Holland B.V. 


 


Hertz de España S.A.  


 


Hertz Alquiler de Maquinaria
S.L. 


 


Hertz AG 


 


Hertz (U.K.) Limited 


 


Hertz Europe Limited


 


7

















 


SCHEDULE 2



CONDITIONS PRECEDENT


 


A.            Agreements


 


1.             An executed copy of this Agreement.


 


2.             An executed copy of the Supplemental
Deed.


 


B.            Constitutional
Documents


 


1.             A copy, certified as a true and up
to date copy by an Authorised Signatory of each Obligor (other than Hertz Note
Issuer Pty Limited and Hertz Investment (Holdings) Pty Limited), of the
constitutional documents of such Obligor, provided that to the extent that the
constitutional documents of any Original Obligor have not been amended,
modified, supplemented and/or replaced since 21 December 2005 or, if later, on
the date they were last provided to the Facility Agent, an Authorised Signatory
of such Original Obligor shall certify to the Facility Agent that the copy in
the Facility Agent’s possession is still correct, complete and in full force
and effect as at a date no earlier than the date of this Agreement.


 


2.             A copy, certified as a true and up
to date copy by an Authorised Signatory of each Additional Company, of the
constitutional documents of such Additional Company, provided that to the
extent that the constitutional documents of any Additional Company have not
been amended, modified, supplemented and/or replaced since 21 December 2005 or,
if later, on the date they were last provided to the Facility Agent, an
Authorised Signatory of such Additional Company shall certify to the Facility
Agent that the copy in the Facility Agent’s possession is still correct,
complete and in full force and effect as at a date no earlier than the date of
this Agreement.


 


C.            Authorisations


 


1.             A copy, certified as a true and
up-to-date copy by an Authorised Signatory of each Obligor (other than Hertz
Note Issuer Pty Limited and Hertz Investment (Holdings) Pty Limited), of a
board resolution (or in the case of Hertz France S.A.S. and Equipole Financial
Services S.A.S., a sole shareholder resolution) (and, if required, shareholder
resolution) of such Obligor approving (i) the execution, delivery and
performance of each of the Relevant Agreements, (ii) the terms and conditions
of each Relevant Agreement and (iii) authorising a named person or persons to
sign this Agreement, the Supplemental Deed and any documents to be delivered by
such Obligor pursuant thereto (in addition to any validly granted power of attorney
required to authorize the same), which is in form and substance satisfactory to
the Agent (acting reasonably).


 


2.             A copy, certified as a true and
up-to-date copy by an Authorised Signatory of each Additional Company, of a
board resolution (and, if required, shareholder resolution) of such Additional
Company approving (i) the execution, delivery and performance of the
Supplemental Deed and Amended and Restated Intercreditor Deed, (ii) the terms
and conditions of the Supplemental Deed and Amended and Restated Intercreditor
Deed and (iii) authorising a named person or persons to sign the Supplemental
Deed 


 


8

















 


and any documents to be
delivered by such Additional Company pursuant thereto (in addition to any
validly granted power of attorney required to authorize the same), which is in
form and substance satisfactory to the Agent (acting reasonably).


 


3.             A certificate of an Authorised
Signatory of each Obligor (other than Hertz Note Issuer Pty Limited and Hertz
Investment (Holdings) Pty Limited) setting out the names and signatures of the
persons authorised to sign, on behalf of such Obligor, the Agreement, the
Supplemental Deed and any documents to be delivered by such Obligor pursuant
thereto.


 


4.             A certificate of an Authorised
Signatory of each Additional Company setting out the names and signatures of
the persons authorised to sign, on behalf of such Additional Company, the
Supplemental Deed and any documents to be delivered by such Additional Company
pursuant thereto.


 


5.             Where customary, certificates of
good standing from the jurisdiction of organisation of each Obligor (other than
Hertz Note Issuer Pty Limited and Hertz Investment (Holdings) Pty Limited).


 


6.             Where customary, certificates of
good standing from the jurisdiction of organisation of each Additional Company.


 


7.             A copy of any other authorisation or
other document, opinion or assurance which the Facility Agent (acting
reasonably) has notified the Parent is necessary in connection with the entry
into and performance of, and the transactions contemplated by each of the
Relevant Agreements or the validity and enforceability, respectively, thereof.


 


D.            Opinions


 


1.             A capacity opinion of Debevoise
& Plimpton LLP, Paris counsel to the Equity Investors  matters of French law in the agreed form.


 


2              A capacity and enforceability
opinion of Torys LLP, Canadian counsel to the Equity Investors, as to matters
of Canadian law in the agreed form.


 


3.             A capacity opinion of Debevoise
& Plimpton LLP, Frankfurt counsel to the Equity Investors as to matters of
German law, in each case in the agreed form.


 


4.             A capacity opinion of Richards,
Layton & Finger, P.A., Delaware counsel to the Equity Investors, in the
agreed form.


 


5.             A capacity opinion of Minter Ellison
counsel to the Equity Investors as to matters of Australian law and in the
agreed form.


 


6.             A capacity opinion of Bonelli Erede
Pappalardo, Italian counsel to the Equity Investors as to matters of Italian
law and in the agreed form.


 


7.             A capacity opinion of Loyens,
Netherlands counsel to the Equity Investors as to matters of Netherlands law
and in the agreed form.


 


8.             A capacity opinion of Schellenberg
Wittmer, Swiss counsel to the Equity Investors and in each case as to matters
of Switzerland law and in the agreed form.


 


9

















 


9.             A capacity opinion of Cuatrecasas,
Spanish counsel to the Equity Investors and enforceability opinion of Uria
Menendez, Madrid counsel to the Arrangers, as to matters of Spanish law and in
the agreed form.


 


10.           A capacity opinion of Loyens, Dutch
counsel to the Equity Investors as to matters of Belgian law and in the agreed
form.


 


11.           A capacity opinion of Debevoise
& Plimpton LLP, London counsel to the Equity Investors and (ii) an enforceability
opinion of White & Case, London counsel to the Arrangers, as to matters of
English law and in the agreed form.


 


12.           A capacity opinion of Demarest and
Almeida, counsel to the Equity Investors as to matters of Brazilian law, in the
agreed form.


 


13.           A capacity opinion of Bell Gully,
counsel to the Equity Investors as to matters of New Zealand law, in the agreed
form.


 


14.           An opinion as to matters of (i) due
authorisation, execution and delivery and no conflict of in-house counsel to
The Hertz Corporation and (ii) enforceability of Debevoise & Plimpton LLP,
New York counsel to The Hertz Corporation in relation to the Supplemental Deed
in the agreed form.


 


15.           A capacity opinion of A&L
Goodbody, counsel to the Equity Investors as to matters of Irish law, in the
agreed form.


 


E.             Payments


 


Evidence that all fees and
expenses payable under the Finance Documents or in connection with this
Agreement have been paid. 


 


10

















 


SCHEDULE 3



AMENDED AND RESTATED SENIOR BRIDGE FACILITIES AGREEMENT


 


[The remainder
of the page is intentionally left blank]


 


11

















 


SIGNATURES


 


THE PARENT


 


	
  EXECUTED as a Deed by HERTZ INTERNATIONAL, LTD.

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
  acting by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jim McGill 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  )

  



 


S-1

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HA FUNDING PTY LIMITED (ACN 117 549 498)

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  )

  
	
  by its attorney/s

  	
  )

  
	
  under power of attorney dated
  2 February 2007

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  
				



 


S-2

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ BELGIUM N.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-3

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ CANADA LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-4

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-5

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-6

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-7

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GMBH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-8

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ ITALIANA S.P.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by its Attorney
  Riccardo Sallustio

  	
  )

  
	
  and

  	
  /s/ Riccardo Sallustio

  	
   

  	
  )

  
	
   

  	
   

  
	
  In the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard J. Saville

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard J. Saville

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public London, England

  	
   

  	
   

  
							



 


S-9

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-10

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-11

















 


THE BORROWERS


 


	
  EXECUTED as a Deed by HERTZ (U.K.) LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-12

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ INTERNATIONAL, LTD.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-13














 


THE GUARANTORS


	
  EXECUTED as a Deed by HERTZ AUSTRALIA PTY. LTD

  	
  )

  
	
  (ABN 31 004
  407 087)

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  )

  
	
  by its attorney/s

  	
  )

  
	
  under power of attorney dated
  7 February 2007

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  
				



 


S-14

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ BELGIUM N.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-15

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-16

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-17

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-18

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GMBH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-19

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ ITALIANA S.P.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by its Attorney
  Riccardo Sallustio

  	
  )

  
	
   

  	
  /s/ Riccardo Sallustio

  	
   

  	
  )

  
	
   

  	
   

  
	
  In the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard J. Saville

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Richard Saville

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public London, England

  	
   

  
						



 


S-20

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-21

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by STUURGROEP HOLLAND B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-22

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ DE ESPAÑA S.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Alfredo Ruiz Plaza

  	
   

  	
  )

  
	
  and

  	
  /s/ Juan Carlos Azcona

  	
   

  	
  )

  
						



 


S-23

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ ALQUILER DE MAQUINARIA S.L.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Alfredo Ruiz Plaza

  	
   

  	
  )

  
	
  and

  	
  /s/ Juan Carlos Azcona

  	
   

  	
  )

  
						



 


S-24

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-25

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ (U.K.) LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-26

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-27

















 


THE COORDINATOR


 


	
  EXECUTED as a Deed by HERTZ EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-28

















 


THE MANDATED
LEAD ARRANGERS


 


	
  EXECUTED as a Deed by BNP PARIBAS)

  	
   

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
				



 


S-29

















 


THE MANDATED
LEAD ARRANGERS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by its Attorney

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
  Senior Director

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
   

  
	
   

  	
  )

  
	
  In
  the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Shanika Amarasekara

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Shanika Amarasekara

  	
   

  
	
   

  	
  13 S. Bishopsgate

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  



 


S-30

















 


THE CO-ARRANGER


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by Nathalie Nosser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nathalie Nosser

  	
   

  	
   

  
	
   

  	
  in Paris in the presence of
  Richard Sinclair

  	
  )

  	
   

  
					



 


S-31

















 


THE JOINT
BOOKRUNNERS


 


	
  EXECUTED as a Deed by BNP PARIBAS)

  	
   

  
	
              )

  	
   

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-32

















 


THE JOINT
BOOKRUNNERS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by its Attorney

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
  Senior Director

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
   

  
	
   

  	
  )

  
	
   

  	
  In the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Shanika Amarasekara

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Shanika Amarasekara

  	
   

  
	
   

  	
  13 S. Bishopsgate

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  
					



 


S-33

















 


THE JOINT
BOOKRUNNERS


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by and Nathalie Nosser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nathalie Nosser

  	
   

  	
   

  
	
   

  	
  in Paris in the presence of
  Richard Sinclair

  	
   

  	
   

  
						



 


S-34

















 


THE FACILITY
AGENT


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-35

















 


THE SECURITY
AGENT


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-36

















 


THE GLOBAL
COORDINATOR


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-37

















 


THE BANKS


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-38

















 


THE BANKS


 


	
  EXECUTED as a Deed by BNP PARIBAS (CANADA)

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh Laalai

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence of Mr. Charles
  Egly

  	
   

  
				



 


S-39

















 


THE BANKS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by its Attorney

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
  Senior Director

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
   

  	
  )

  
	
   

  	
  In the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Shanika Amarasekara

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Shanika Amarasekara

  	
   

  
	
   

  	
  13 S. Bishopgate

  	
   

  
	
   

  	
  London

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
					



 


S-40

















 


THE BANKS


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by Nathalie Nosser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nathalie Nosser

  	
   

  	
   

  
	
   

  	
  in Paris in the presence of
  Richard Sinclair

  	
  )

  
				



 


S-41

















 


THE BANKS


 


	
  EXECUTED as a Deed by INDOSUEZ FINANCE (UK) LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by Nathalie Nosser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nathalie Nosser

  	
   

  	
   

  
	
   

  	
  in Paris in the presence of
  Richard Sinclair

  	
  )

  
				



 


S-42