Hertz (HRZ) 8-K Other Events

Exhibit 10.18

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (the “Agreement”), dated as of December 21, 2005, among HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), HERTZ VEHICLES LLC, a Delaware limited liability company, HERTZ FUNDING CORP., a Delaware corporation (“HFC”), and THE HERTZ CORPORATION, a Delaware corporation (“Hertz” and in its capacity as nominee under the Hertz Nominee Agreement (as defined herein), the “Hertz Nominee”).

W I T N E S S E T H:

WHEREAS, to assist Hertz in obtaining the most favorable financing terms for its daily rental fleet of vehicles, Hertz desires to utilize its indirect wholly-owned subsidiaries HGI, HVF, HFC and Hertz Vehicles LLC to own and finance its vehicles;

WHEREAS, HGI will purchase automobiles and light-duty trucks (the “HGI Vehicles”) from vehicle manufacturers from time to time, and HVF will purchase HGI Vehicles from HGI from time to time, in each case pursuant to an amended and restated participation, purchase and sale agreement (the “Purchase Agreement”);

WHEREAS, HVF will receive as a capital contribution from Hertz certain automobiles and light-duty trucks (the “Initial Hertz Vehicles”) pursuant to a contribution agreement (the “Hertz Contribution Agreement”) dated the date hereof;

WHEREAS, HVF will purchase certain automobiles and light-duty trucks (the “Service Vehicles” and, together with the HGI Vehicles and the Initial Hertz Vehicles, the “Vehicles”) from HFC pursuant to a purchase and sale agreement (the “HFC Purchase Agreement”) dated the date hereof;

WHEREAS, the HGI Vehicles, the Initial Hertz Vehicles and the Service Vehicles will initially be titled in the name of Hertz Vehicles LLC as nominee titleholder for HGI and HVF, HFC, as nominee titleholder for HVF, and the Hertz Nominee, as nominee titleholder for HVF, respectively, in each case pursuant to a nominee titleholder agreement (collectively, the “Nominee Agreements”);

WHEREAS, HGI and HVF will lease the Vehicles to Hertz for use in the daily rental car business of Hertz pursuant to separate lease agreements (the “Leases”);

WHEREAS, HVF will grant a security interest in all of its Vehicles to the trustee (the “Trustee”) under an indenture (the “Indenture”) for the notes (the “Notes”) that will be issued by HVF pursuant to its financing program;

WHEREAS, HGI, HVF and Hertz Vehicles LLC will not engage in any business activities other than those related to owning, leasing to Hertz and financing the Vehicles;

WHEREAS, under the Leases and the Related Documents (as defined herein), Hertz is required to enter into this Agreement with HGI, HVF, HFC, the Hertz Nominee and Hertz Vehicles LLC;

WHEREAS, in connection with certain amendments to the Leases and the Indenture and certain other Related Documents, the parties hereto wish to amend and restate in its entirety the Indemnification Agreement dated as of January 10, 2002, in the form of this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

“Indemnified Persons” is defined in Section 2 of this Agreement.

“Lessors” means HGI and HVF, in their capacity as the lessors under the Leases.

“Manufacturer” means a manufacturer of passenger automobiles and/or light duty trucks.

“Manufacturer Program” means an agreement pursuant to which a Manufacturer agrees to repurchase the Vehicles or guarantee the auction sale price of the Vehicles.

“Operating Lease Commencement Date” means the date on which the first Vehicle is leased under the Leases.

“Related Documents” means agreements that are entered into in accordance with or in connection with the Leases, including without limitation the Nominee Agreements, the Purchase Agreement, the Hertz Contribution Agreement and the HFC Purchase Agreement.

“Servicer” means Hertz, in its capacity as the servicer under the Leases and the Related Documents.

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“Vehicle Operating Lease Expiration Date” will be defined in the Leases.

2. Indemnity by Hertz. (a) Hertz agrees to indemnify and hold harmless HGI, HVF, HFC, the Hertz Nominee, Hertz Vehicles LLC and the Trustee, and their respective directors, officers, stockholders, agents and employees (collectively, the “Indemnified Persons”) against any and all claims, demands, losses, damages and liabilities of whatsoever nature and all costs and expenses relating to or in any way arising out of, including reasonable costs of investigation and attorney’s fees and expenses (collectively, “Losses”):

(i)  the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by the Servicer of title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, maintenance, control or disposition of any Vehicle leased under the Leases. The foregoing shall include, without limitation, any liability (or any alleged liability) of any Lessor or any other Indemnified Person to any third party arising out of any of the foregoing, including, without limitation, all reasonable legal fees, costs and disbursements arising out of such liability (or alleged liability);

(ii)  all federal, state, county, municipal, foreign or other fees, taxes and assessments of whatsoever nature, including but not limited to (A) license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and penalties and interest thereon, whether assessed, levied against or payable by any Lessor, any other Indemnified Party or otherwise, with respect to any Vehicle or the acquisition, purchase, sale, lease, rental, use, operation, control, ownership or disposition of any Vehicle or measured in any way by the value thereof or by the business of, investment in, or ownership by any Lessor or any other Indemnified Party with respect thereto, (B) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by any Lessor or any other Indemnified Person in connection with the execution, delivery, recording or filing of the Leases or the other Related Documents or the leasing of any Vehicles under the Leases and any penalties or interest with respect thereto and (C) federal, state, local and foreign income taxes and penalties and interest thereon, whether assessed, levied against or payable by any Lessor or otherwise as a result of its being a member of any group of corporations including Hertz that files any tax returns on a consolidated or combined basis, excluding, however, any franchise tax or tax on, based on, with respect, or measured by, the net income of such Lessor (including federal alternative minimum tax) other than any taxes or other charges which may be imposed on such Lessor as a result of any determination by a taxing authority that such Lessor is not the owner for tax purposes of the Vehicles leased under the Lease to which it is a party or that such Lease is not a “true lease” for tax purposes

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or that depreciation deductions that would be available to the owner of such Vehicles are disallowed, or that such Lessor is not entitled to include the full purchase price for any Vehicle in basis;

(iii)  any violation by Hertz of the Leases, of this Agreement or of any Related Documents to which Hertz is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objections of any governmental or public body or authority and all other requirements having the force of law applicable at any time to any Vehicle or any action or transaction by Hertz with respect thereto or pursuant to the Leases; and

(iv)   the Vehicles, whether due to Hertz Vehicles LLC’s, HFC’s or the Hertz Nominee’s, as applicable, holding legal title to any such Vehicle, Hertz Vehicles LLC’s, HFC’s or the Hertz Nominee’s, as applicable, appointment as nominee titleholder of the Vehicles pursuant to the applicable Nominee Agreement or Hertz Vehicles LLC’s, HFC’s or the Hertz Nominee’s, as applicable, performance under the applicable Nominee Agreement, including, without limitation, Losses arising out of or related to Hertz Vehicles LLC’s, HFC’s or the Hertz Nominee’s, as applicable, grant of a power of attorney to HVF or Hertz pursuant to the applicable Nominee Agreement.

(b)  Hertz agrees to pay all out of pocket costs of the Lessors (including reasonable fees and out of pocket expenses of counsel for the Lessors) in connection with the execution, delivery and performance of the Leases, this Agreement and the other Related Documents;

(c)  Hertz agrees to pay all out of pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessors or the Trustee in connection with the administration, enforcement, waiver or amendment of the Leases, this Agreement and any other Related Documents and all indemnification obligations of the Lessors under the Related Documents;

(d)  Hertz agrees to pay all costs, fees, expenses, damages and liabilities (including, without limitation, reasonable fees and out of pocket expenses of counsel) in connection with, or arising out of, any claim made by any third party against the Lessors for any reason (including, without limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program).

3. Reimbursement Obligation by Hertz. Hertz shall forthwith upon demand reimburse each Lessor or the relevant Indemnified Person for any sum or sums expended with respect to any of the foregoing; provided, however, that, if so requested by Hertz, such Lessor or Indemnified Party shall submit to Hertz a statement documenting any such demand for reimbursement or prepayment. To the extent that Hertz in fact

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indemnifies an Indemnified Party under the indemnity provisions of this Agreement, Hertz shall be subrogated to such Indemnified Party’s rights in the affected transaction and shall have a right to determine the settlement of claims therein. The foregoing indemnity as contained in this Agreement shall survive the expiration or earlier termination of the Leases or any lease of any Vehicle thereunder.

4. Defense of Claims. Each Indemnified Party agrees to notify Hertz of any claim made against it for which Hertz may be liable pursuant to this Agreement and, if Hertz requests, to contest or allow Hertz to contest such claim. If any Operating Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the payment of Hertz’s obligations pursuant to the Leases and to this Agreement have been made and such arrangements are reasonably satisfactory to the Indemnified Parties. Hertz may settle any such claim with the related Indemnified Party’s consent, which consent shall not be unreasonably withheld. Hertz will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at its own expense provided such participation does not interfere with Hertz’s assertion of such claim or defense. Hertz agrees that no Indemnified Person will be liable to Hertz for any claim caused directly or indirectly by the inadequacy of any Vehicle leased by Hertz for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of Hertz. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require Hertz to indemnify either Lessor for any of such Lessor’s acts or omissions which constitute gross negligence or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which Hertz may have against the Manufacturer.

5. Term. This Agreement will commence on the Operating Lease Commencement Date. The obligations, rights and liabilities of Hertz and each Indemnified Party hereunder shall continue in full force and effect for as long as HGI or HVF owns a Vehicle.

6. Third Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person other than the parties hereto, the Trustee, and their respective successors and permitted assigns.

7. Entire Agreement. This Agreement and the other agreements specifically referenced herein constitute the entire agreement among the parties hereto and supersede any prior understandings, agreements, or representations by or among the

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parties hereto, written or oral, to the extent they related in any way to the subject matter hereof.

8. Assignment. The obligations and liabilities of Hertz and each Indemnified Party arising under this Agreement are expressly made for the benefit of, and shall be enforceable by, each Indemnified Party and Hertz and their respective successors and assigns. Under the Indenture, HVF shall assign its rights under this Agreement to the Trustee (for the benefit of the holders of the Notes).

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

10. Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

11. Notices. All notices, requests and other communications hereunder shall  be in writing (including facsimile transmission or similar writing) and shall be given to such party, addressed to it, at its address or facsimile number set forth below, or at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties:

If to HGI, HVF, HFC, Hertz Vehicles LLC or Hertz:

225 Brae Boulevard

Park Ridge, New Jersey 07656

Attention:  Treasury Department

Telephone no. (201) 307-2000

Facsimile no. (201) 307-2746

Each such notice, request or other communication shall be effective when received by the intended recipient. Copies of all notices must be sent by first class mail promptly after transmission by facsimile.

12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

13. Amendments. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought.

14. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or

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enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated Indemnification Agreement as of the date first above written.

HERTZ GENERAL INTEREST LLC
By:	/s/ Robert H. Rillings
Name:	Robert H. Rillings
Title:	Vice President and Treasurer
HERTZ VEHICLE FINANCING LLC
By:	/s/ Robert H. Rillings
Name:	Robert H. Rillings
Title:	Vice President and Treasurer
HERTZ VEHICLES LLC
By:	/s/ Robert H. Rillings
Name:	Robert H. Rillings
Title:	Vice President and Treasurer
HERTZ FUNDING CORP.
By:	/s/ Robert H. Rillings
Name:	Robert H. Rillings
Title:	Vice President and Treasurer
THE HERTZ CORPORATION, in its individual capacity and in its capacity as Hertz Nominee,
By:	/s/ Robert H. Rillings
Name:	Robert H. Rillings
Title:	Treasurer