Exhibit 4.5.2.1


 


EXECUTION VERSION


 




 





 


Dated 21 March 2007


 


SUPPLEMENTAL
DEED

in respect of an
Intercreditor Deed

originally dated 21 December 2005


 


between


 


HERTZ
INTERNATIONAL, LTD

as Parent


 


HERTZ
EUROPE LIMITED

as Coordinator


 


THE
OBLIGORS


 


BNP
PARIBAS

as A/C Facility Agent and NZ Facility Agent


 


BNP
PARIBAS

as Security Agent


 


BANCO BNP
PARIBAS BRASIL S.A.

as Brazilian Facility Agent


 


BNP
PARIBAS

as Australian Security
Trustee


 


THE A1
BANKS


 


THE A2
BANKS


 


THE
BRAZILIAN BANKS


 


THE NZ
BANKS


 


THE C
BANKS


 


THE
INTRA-GROUP CREDITORS


 


and


 


THE
EQUITY FINANCE PROVIDERS




 





 




5 Old Broad Street

London EC2N 1DW


 


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  2

  
	
  2.

  	
   

  	
  RESTATEMENT

  	
   

  	
  2

  
	
  3.

  	
   

  	
  CONTINUITY AND FURTHER ASSURANCE

  	
   

  	
  2

  
	
  4.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  3

  
	
  5.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  3

  
	
   

  	
   

  	
  SCHEDULE 1

  	
  THE PARTIES

  	
   

  	
  4

  
	
   

  	
   

  	
  SCHEDULE 2

  	
  AMENDED INTERCREDITOR DEED

  	
   

  	
  7

  
	
   

  	
   

  	
  SIGNATURES

  	
   

  	
   

  	
  S-1

  



 


i

















 


THIS DEED
(this “Deed”)
is dated      March 2007 between:


 


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


 


(2)           THE COMPANIES named in Part 1 of Schedule 1
(the “Obligors”);


 


(3)           BNP PARIBAS as facility agent for the A/C
Finance Parties (the “A/C Facility Agent”);


 


(4)           BANCO BNP PARIBAS BRASIL S.A. as administrative agent for the Brazilian Finance
Parties (the “Brazilian Facility Agent”);


 


(5)           BNP PARIBAS
as facility agent for the New Zealand Finance Parties (the “NZ Facility Agent”);


 


(6)           BNP PARIBAS as security agent for the
Senior Finance Parties (the “Security Agent”);


 


(7)           BNP PARIBAS as
security trustee for the Senior Finance Parties in respect of the Australian
Security Document (the “Australian Security
Trustee”);


 


(8)           THE INSTITUTIONS named in Part 2 of
Schedule 1 (the “A1 Banks”);


 


(9)           THE INSTITUTIONS named in Part 3 of Schedule 1
(the “A2 Banks”);


 


(10)         THE INSTITUTIONS named in Part 4 of Schedule 1
(the “Brazilian Banks”);


 


(11)         THE INSTITUTIONS named in Part 5 of Schedule 1
(the “NZ Banks”);


 


(12)         THE INSTITUTIONS named in Part 6 of Schedule 1 (the “C Banks”);


 


(13)         THE COMPANIES named in Part 7 of Schedule 1
(the “Intra Group Creditors”); and


 


(14)         THE COMPANIES named in Part 8 of Schedule 1
(the “Equity Finance Providers”); and


 


(15)         HERTZ EUROPE LIMITED,  a private limited company incorporated under the laws
of England and Wales with company registration number 01008739, having (as at
the date hereof) its registered office at Hertz House, 11 Vine Street,
Uxbridge, Middlesex, UB8 1QE (the “Coordinator”).


 


WHEREAS:


 


(A)          This Deed is supplemental to an
intercreditor deed dated 21 December 2005  (the “Original Intercreditor Deed”) made between, among others,
the Parent, the Obligors, BNP Paribas as the A/C Facility Agent, the NZ
Facility Agent and the Security Agent, Banco BNP Paribas Brasil S.A. as the
Brazilian Facility Agent and BNP Paribas as the Australian Security Trustee.


 


1

















 


(B)          As
of the date hereof, Equipole S.A. has acceded as an Intra-Group Creditor and
Hertz Finance Centre Limited has acceded as an Equity Finance Provider. No
Intra-Group Debtors have acceded to the Original Intercreditor Deed.


 


(C)          The
parties wish to amend the Original Intercreditor Deed on the terms and subject
to the conditions set out herein.


 


NOW THIS
DEED WITNESSES as follows:


 


1.             DEFINITIONS AND
INTERPRETATION


 


1.1          Definitions


 


In this Deed:


 


“Amended Intercreditor Deed”  means the Original Intercreditor Deed as amended and
restated in the form set out in Schedule 2 (Amended  Intercreditor  Deed).


 


“Effective Date”  means the date of this Deed.


 


1.2          Incorporation of Defined Terms


 


(a)           Unless a contrary indication
appears, a term defined in the Amended Intercreditor Deed has the same meaning
in this Deed.


 


(b)           The principles of construction set
out in the Amended Intercreditor Deed shall have effect as if set out in this
Deed.


 


1.3          Third Party Rights


 


A person who is not a party to this Deed has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy
the benefit of any term of this Deed.


 


2.             RESTATEMENT


 


With effect from the Effective Date, the Intercreditor
Deed shall be amended and restated in the form set out in Schedule 2 (Amended  Intercreditor  Deed).


 


3.             CONTINUITY AND
FURTHER ASSURANCE


 


3.1          Designation as a Finance Document


 


(a)           In accordance with the A/C Facilities Agreement,
the Parent and A/C Facility Agent designate this Deed and the Amended Intercreditor
Deed as a Finance Document (as such term is defined in the A/C Facilities
Agreement).


 


(b)           In accordance with the NZ Facility Agreement,
the Parent and the NZ Facility Agent designate this Deed and the Amended
Intercreditor Deed as a Finance Document (as such term is defined in the NZ
Facility Agreement).


 


2





















 


3.2          Continuing Obligations


 


The provisions of the Intercreditor Deed shall, save
as amended by this Deed, continue in full force and effect.


 


3.3          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 Deed.


 


4.             MISCELLANEOUS


 


4.1          Incorporation of Terms


 


The provisions of Clause 23 (Notice)
and Clause 28 (Governing Law and
Submission to Jurisdiction) of the Intercreditor Deed shall be
incorporated into this Deed as if set out in full in this Deed and as if
references in those clauses to “this Deed” are
references to this Deed.


 


4.2          Counterparts


 


This Deed may be executed in any number of
counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of this Deed.


 


5.             GOVERNING LAW


 


This Deed is governed by English law.


 


This Deed
has been executed as a deed on the date stated at the beginning of this Deed.


 


3

















 


SCHEDULE 1



THE PARTIES


 


PART 1: DETAILS OF OBLIGORS


 


THE BORROWERS


 


HA Funding Pty Limited (ACN
117 549 498)


 


Car Rental Systems Do Brasil Locação De Veículos Ltda


 


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.


 


Hertz New Zealand Limited


 


Hertz AG


 


BNS Automobile Funding B.V.


 


Hertz (U.K.) Limited


 


THE GUARANTORS


 


Hertz International, Ltd.


 


The Hertz Corporation


 


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


 


4

















 


Hertz Italiana S.p.A.


 


Hertz New Zealand Holdings
Limited


 


Hertz de Espãna S.A.


 


Hertz Alquiler de Maquinaria S.L.


 


Hertz AG


 


BNS Automobile Funding B.V.


 


Stuurgroep Holland B.V.


 


Hertz (U.K.) Limited


 


Hertz Europe Limited


 


 


PART 2: THE A1 BANKS


 


BNP Paribas


 


CALYON


 


Indosuez Finance (UK)
Limited


 


The Royal Bank of Scotland
plc


 


 


PART 3: THE A2 BANKS


 


BNP Paribas


 


CALYON


 


Indosuez Finance (UK)
Limited


 


The Royal Bank of Scotland
plc


 


 


PART 4: THE BRAZILIAN BANKS


 


Banco BNP Paribas Brasil
S.A.


 


Banco Calyon Brasil S.A.


 


5

















 


PART 5: THE NZ BANKS


 


BNP Paribas


 


CALYON


 


The Royal Bank of Scotland
plc, Australia branch


 


PART 6: THE C BANKS


 


BNP Paribas


 


CALYON


 


The Royal Bank of Scotland
plc


 


PART 7: THE INTRA-GROUP CREDITORS


 


Equipole S.A.


 


PART 7: THE EQUITY FINANCE PROVIDERS


 


The Hertz Corporation


 


Hertz Finance Centre Limited


 


6

















 


SCHEDULE 2



AMENDED INTERCREDITOR DEED


 


7

















 


SIGNATURES


 


SUPPLEMENTAL
DEED RELATING TO THE INTERCREDITOR DEED


 


PARENT


 


	
  EXECUTED as
  a Deed by HERTZ INTERNATIONAL, LTD.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  
						



 


S-1

















 


	
  THE
  COORDINATOR

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-2

















 


THE BORROWERS


 


	
  AUSTRALIA

  	
   

  
	
   

  	
   

  
	
  SIGNED,
  SEALED AND DELIVERED as a Deed

  	
  )

  
	
  for HA FUNDING PTY LIMITED

  	
  )

  
	
   

  	
  )

  
	
  by its attorney/s

  	
  )

  
	
  under power of
  attorney dated 2 February 2007

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nuns Moodliar

  	
   

  
				



 


S-3

















 


	
  THE
  BORROWERS

  	
   

  
	
   

  	
   

  
	
  BRAZIL

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by CAR RENTAL SYSTEMS DO BRASIL

  	
  )

  
	
  LOCAÇÃO DE VEÍCULOS LTDA

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Edward De la
  Paz

  	
   

  	
   

  



 


S-4

















 


	
  THE
  BORROWERS

  	
   

  
	
   

  	
   

  
	
  BELGIUM

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ BELGIUM N.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
						



 


S-5

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  CANADA

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ CANADA LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  



 


S-6

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  FRANCE

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  



 


S-7

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by EQUIPOLE FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
						



 


S-8

















 


	
  THE BORROWERS

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
						



 


S-9

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  GERMANY

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ AUTOVERMIETUNG GmbH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
					



 


S-10

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  ITALY

  	
   

  
	
   

  	
   

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

  	
  )

  
	
   

  	
  )

  
	
  acting by
  Riccardo Sallustio

  	
  )

  
	
   

  	
   

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Riccardo Sallustio

  	
   

  	
   

  	
   

  
					



 


S-11

















 


	
  THE
  BORROWERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW
  ZEALAND

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ NEW ZEALAND LIMITED

  	
   

  	
   

  
	
  by its lawfully
  appointed attorney:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Nuns
  Moodliar

  	
   

  	
   

  	
   

  	
  /s/ Nuns Moodliar

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Attorney

  	
   

  	
  Signature of
  Attorney

  
	
   

  	
   

  	
   

  
	
  In the presence
  of:

  	
   

  	
   

  	
  /s/ Jim McGill

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/
  Jason Wilkinson

  	
   

  	
   

  	
   

  
	
  Signature of
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Jason
  Wilkinson

  	
   

  	
   

  	
   

  
	
  Name of Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Solicitor

  	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    London

  	
   

  	
   

  	
   

  
	
  City/town of
  residence

  	
   

  	
   

  
												



 


S-12

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  SWITZERLAND

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
						



 


S-13

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  THE
  NETHERLANDS

  	
   

  
	
   

  	
   

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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
					



 


S-14

















 


	
  THE
  BORROWERS

  
	
   

  	
   

  
	
  UNITED
  KINGDOM

  	
   

  
	
   

  	
   

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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
					



 


S-15

















 


	
  THE
  GUARANTORS

  
	
   

  	
   

  
	
  PARENT

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by HERTZ INTERNATIONAL, LTD.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
					



 


S-16














 


THE
GUARANTORS


 


	
  EXECUTED as a Deed by THE HERTZ
  CORPORATION

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-17

















 


THE
GUARANTORS


 


	
  AUSTRALIA

  	
   

  
	
   

  	
   

  
	
  SIGNED,
  SEALED AND DELIVERED as a Deed

  	
  )

  
	
  for HERTZ AUSTRALIA PTY. LIMITED

  	
  )

  
	
   

  	
  )

  
	
  by its attorney/s

  	
  )

  
	
  under power of
  attorney dated 7 February 2007

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  
				



 


S-18

















 


THE
GUARANTORS


 


BELGIUM


 


	
  EXECUTED as a Deed by HERTZ
  BELGIUM N.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-19

















 


THE
GUARANTORS


 


FRANCE


 


	
  EXECUTED as a Deed by HERTZ
  FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-20

















 


THE
GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ
  EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-21

















 


THE
GUARANTORS


 


	
  EXECUTED as a Deed by EQUIPOLE
  FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-22

















 


THE
GUARANTORS


 


GERMANY


 


	
  EXECUTED as a Deed by HERTZ
  AUTOVERMIETUNG GmbH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
							



 


S-23

















 


THE
GUARANTORS


 


ITALY


 


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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  )

  
	
  pursuant to power of attorney
  dated 23 February 2007

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Riccardo Sallustio

  	
   

  	
   

  
				



 


S-24

















 


THE
GUARANTORS


 


NEW
ZEALAND


 


	
  EXECUTED as
  a Deed by HERTZ NEW ZEALAND HOLDINGS LIMITED

  	
   

  
	
  by its lawfully
  appointed attorney:

  	
   

  
	
   

  	
   

  
	
  Nuns Moodliar

  	
   

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  
	
   

  	
   

  
	
  Name of Attorney

  	
  Signature of Attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of:

  	
  /s/ Jim McGill

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jason
  Wilkinson

  	
   

  	
   

  
	
  Signature of
  Witness

  	
   

  
	
   

  	
   

  
	
  Jason Wilkinson

  	
   

  	
   

  
	
  Name of Witness

  	
   

  
	
   

  	
   

  
	
  Solicitor

  	
   

  	
   

  
	
  Occupation

  	
   

  
	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  City/town of
  residence

  	
   

  
										



 


S-25

















 


THE
GUARANTORS


 


SPAIN


 


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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Alfredo Ruiz Plaza

  	
   

  	
  )

  
	
  and

  	
  /s/ Juan Carlos Azcona

  	
   

  	
  )

  



 


S-26

















 


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-27

















 


THE
GUARANTORS


 


SWITZERLAND


 


	
  EXECUTED as a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-28

















 


THE
GUARANTORS


 


THE
NETHERLANDS


 


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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-29

















 


THE
GUARANTORS


 


	
  EXECUTED as a Deed by STUURGROEP
  HOLLAND B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
						



 


S-30

















 


THE
GUARANTORS


 


UNITED
KINGDOM


 


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

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-31

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ
  EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
  )

  
					



 


S-32

















 


THE A/C
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-33

















 


THE
BRAZILIAN FACILITY AGENT


 


	
  EXECUTED as
  a Deed by BANCO BNP PARIBAS BRASIL S.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by Hitosi
  Hassegawa, Director

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Hitosi
  Hassegawa

  	
   

  	
  )

  
	
  and

  	
  )

  
	
   

  	
   

  
	
   

  	
  Andre Mendonca Osser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Andre Mendonca Osser

  	
   

  	
   

  
	
   

  	
   

  
	
  March 21st,
  2007

  	
   

  
	
   

  	
   

  
	
  In the presence
  of Mrs. Juliana Araujo, legal supervisor, Banco BNP Paribas Brasil S.A.

  
	
   

  	
   

  
	
   

  	
  /s/ Juliana
  Araujo

  	
   

  	
   

  
						



 


S-34

















 


THE NZ
FACILITY AGENT


 


	
  EXECUTED as
  a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Cecile
  Scherer

  	
   

  	
   

  
	
   

  	
  Cecile Scherer

  	
   

  
	
   

  	
  Director

  	
   

  
	
   

  	
  Merchant Banking
  Group, New York

  	
  )

  
	
  and

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ PJ de
  Filippis

  	
   

  	
   

  
	
   

  	
  PJ de Filippis,
  Managing Director, New York

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence
  of Ann Nane Dass

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ann Nane Dass

  	
   

  	
   

  
							



 


S-35

















 


THE
SECURITY AGENT


 


	
  EXECUTED as
  a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh
  Laalati

  	
  )

  
	
   

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence
  of Mr. Charles Egly

  	
   

  
				



 


S-36














 


	
  THE AUSTRALIAN SECURITY
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
  )

  
	
  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 A1
  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 A1
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by CALYON

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by
  Nathalie Nosser

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nathalie
  Nosser

  	
   

  	
   

  	
   

  
	
   

  	
  in Paris in the
  presence of Richard Sinclair

  	
   

  	
   

  
					



 


S-39

















 


	
  THE A1
  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-40

















 


	
  THE A1
  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. Bishopsgate

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  	
   

  



 


S-41

















 


	
  THE A2
  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-42

















 


	
  THE A2
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by CALYON

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by
  Nathalie Nosser

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nathalie
  Nosser

  	
   

  	
   

  	
   

  
	
   

  	
  in Paris in the
  presence of Richard Sinclair

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
					



 


S-43

















 


	
  THE A2
  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-44

















 


	
  THE A2
  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. Bishopsgate

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  	
   

  



 


S-45

















 


	
  THE
  BRAZILIAN BANKS

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by BANCO BNP PARIBAS BRASIL S.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by Hitosi
  Hassegawa, Director

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Hitosi
  Hassegawa

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
	
  and

  	
  )

  
	
   

  	
   

  
	
   

  	
  Andre Mendonca
  Osser

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Andre
  Mendonca Osser

  	
   

  	
   

  
	
   

  	
   

  
	
  March 21, 2007

  	
   

  
	
   

  	
   

  
	
  In the presence
  of Mrs. Juliana Araujo, legal supervisor, Banco BNP Paribas Brasil S.A.

  
	
   

  	
   

  
	
   

  	
  /s/ Juliana
  Araujo

  	
   

  	
   

  
						



 


S-46

















 


	
  THE
  BRAZILIAN BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a Deed by BANCO CALYON BRASIL S.A.

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by Valter
  Klyoshi Shintani

  	
   

  	
   

  
	
  Director Executivo

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Valter
  Klyoshi Shintani

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Edson Cremonesi

  	
   

  	
   

  
	
   

  	
  General Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Edson
  Cremonesi

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
   

  
	
  San
  Paulo-SP/Brasil

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of Mr. Jono Celli

  	
   

  	
   

  



 


S-47

















 


	
  THE NZ
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by BNP PARIBAS

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by

  	
  /s/ Cecile
  Scherer

  	
   

  	
   

  	
   

  
	
   

  	
  Cecile Scherer

  	
   

  	
  )

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
  Merchant Banking
  Group

  	
   

  	
  )

  
	
   

  	
  New York

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ PJ de
  Filippis

  	
   

  	
   

  	
   

  
	
   

  	
  PJ de Filippis

  	
   

  	
   

  
	
   

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
  New York

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence
  of Ann Nane Dass

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ann Nane Dass

  	
   

  	
   

  	
   

  
							



 


S-48

















 


	
  THE NZ
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by CALYON

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by
  Nathalie Nosser

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nathalie
  Nosser

  	
   

  	
   

  	
   

  
	
   

  	
  in Paris in the
  presence of Richard Sinclair

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
					



 


S-49

















 


	
  THE NZ
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by THE
  ROYAL BANK OF SCOTLAND PLC,

  	
   

  	
   

  
	
  AUSTRALIA BRANCH

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by its
  attorney

  	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authoirzed
  Signatory

  	
   

  	
   

  
	
   

  	
  Senior Director

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shanika
  Amarasekara

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shanika
  Amarasekara

  	
   

  	
   

  
	
   

  	
  13 S. Bishopsgate

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  	
   

  



 


S-50

















 


	
  THE C
  BANKS

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by Iyadh
  Laalai

  	
  )

  
	
  and

  	
  )

  
	
   

  	
   

  
	
   

  	
  /s/ Iyadh Laalai

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Paris, March 21st,
  2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  In the presence
  of Mr. Charles Egly

  	
   

  
				



 


S-51

















 


	
  THE C BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by CALYON

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by
  Nathalie Nosser

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Nathalie
  Nosser

  	
   

  	
   

  	
   

  
	
   

  	
  in Paris in the
  presence of Richard Sinclair

  	
   

  	
   

  
	
   

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
					



 


S-52

















 


	
  THE C
  BANKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by THE
  ROYAL BANK OF SCOTLAND PLC

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by its
  attorney

  	
   

  	
   

  
	
   

  	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authoirzed
  Signatory

  	
   

  	
   

  
	
   

  	
  Senior Director

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shanika
  Amarasekara

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shanika
  Amarasekara

  	
   

  	
   

  
	
   

  	
  13 S. Bishopsgate

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
  EC2M 3UR

  	
   

  	
   

  



 


 


S-53

















 


	
  THE
  INTRA-GROUP CREDITORS

  	
   

  
	
   

  	
   

  
	
  EXECUTED as
  a Deed by EQUIPOLE S.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by 

  	
  /s/ Nuns Moodliar

  	
   

  	
  )

  
	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  
						



 


S-54

















 


	
  THE
  EQUITY FINANCE PROVIDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as
  a Deed by THE HERTZ CORPORATION

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by

  	
  /s/ Nuns Moodliar

  	
   

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
						



 


S-55

















 


	
  THE EQUITY FINANCE PROVIDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a Deed by HERTZ FINANCE CENTRE LIMITED

  	
   

  	
  )

  
	
   

  	
   

  	
  )

  
	
  acting by 

  	
  /s/ Nuns
  Moodliar

  	
   

  	
   

  	
  )

  
	
  and

  	
  /s/ Jim McGill

  	
   

  	
   

  	
  )

  
							



 


 


S-56