Exhibit 4.5.1

Dated 21 December 2005

SENIOR BRIDGE FACILITIES AGREEMENT
(IN RELATION TO FACILITIES A1, A2 AND C)

among

HERTZ INTERNATIONAL, LTD.
as Parent

THE ORIGINAL BORROWERS

THE ORIGINAL 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		1
	1.1	Definitions	1
	1.2	Interpretation	100
	1.3	Australian Borrowers	103
	1.4	Facility Agent	104
	1.5	Currency Symbols	104
	1.6	Agreements and Statutes	104
	1.7	Headings	104
	1.8	Time	104
	1.9	Singular and Plural	104
	1.10	Third Party Rights	104
	1.11	Calculations	105
	1.12	New York Law	105
	1.13	Limited Recourse – Australian Orphan SPV	105

2.	THE FACILITIES		106
	2.1	Grant of the Facilities	106
	2.2	Purpose and Application of each A Facility	108
	2.3	Purpose and Application of C Facility	109
	2.4	Professional Market Party Representation	109

3.	CONDITIONS PRECEDENT		110
	3.1	Initial Conditions Precedent	110
	3.2	Additional Conditions Precedent	110
	3.3	General Conditions Subsequent	110
	3.4	Several Obligations	111
	3.5	Several Rights	112
	3.6	Coordinator	112

4.	UTILISATION OF THE FACILITIES		112
	4.1	Utilisation Conditions	112
	4.2	Certain Funds Conditions	116
	4.3	Delivery of an Asset Report for Letters of Credit	116
	4.4	Completion of Letters of Credit	117
	4.5	Renewal of a Letter of Credit	117

	4.6	Each Bank’s Participation in Advances	117
	4.7	Restrictions on Participation in Letters of Credit	117
	4.8	Canadian Advances	118
	4.9	Reduction of Available Commitment	119

5.	UTILISATION OF THE SWINGLINE FACILITIES		119
	5.1	General	119
	5.2	Delivery of a Utilisation Notice for Swingline Advances	119
	5.3	Completion of a Utilisation Notice for Swingline Advances	120
	5.4	Swingline Banks’ Participation	122
	5.5	Relationship with the Other Facilities	124

6.	SWINGLINE ADVANCES		124
	6.1	Swingline	124
	6.2	Purpose	125
	6.3	Swingline Agent	125
	6.4	Conditions of assignment or transfer	125

7.	LETTER OF CREDIT COMMISSION, L/C ISSUER FEE AND COSTS AND EXPENSES		126
	7.1	Letter of Credit Commission	126
	7.2	L/C Issuer Fee	126
	7.3	Costs and Expenses	126

8.	PAYMENT AND CALCULATION OF INTEREST		126
	8.1	Payment of Interest	126
	8.2	Calculation of Interest	126
	8.3	Effective Global Rate (Taux Effectif Global)	127
	8.4	Italian Law Interest Cap	127

9.	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES		127
	9.1	Market Disruption	127
	9.2	Substitute Interest Period and Interest Rate	128
	9.3	Alternative Rate	128

10.	NOTIFICATION		129
	10.1	Advances and Letters of Credit	129
	10.2	Interest Rate Determination	129
	10.3	Demands under Letters of Credit	130
	10.4	Changes to Interest Rates	130
	10.5	Netting of Advances	130

11.	REPAYMENT OF ADVANCES		130

12.	C BORROWER’S LIABILITIES IN RELATION TO LETTERS OF CREDIT		131
	12.1	C Borrower’s Indemnity to L/C Issuers	131
	12.2	C Borrower’s Indemnity to Banks	131
	12.3	Preservation of Rights	131
	12.4	Settlement Conditional	132
	12.5	Right to make Payments under Letters of Credit	132
	12.6	Advances to meet Demands in respect of Letters of Credit	132

13.	CANCELLATION AND PREPAYMENT		133
	13.1	Voluntary Cancellation	133
	13.2	Automatic Cancellation	133
	13.3	Mandatory Reduction of the Facilities	133
	13.4	Change of Control, Sale and Change of Ownership	134
	13.5	Mandatory Prepayment on breach of Borrowing Base	135
	13.6	Limitations on Obligations	135
	13.7	Application of Amounts Prepaid	137
	13.8	Prepayment Accounts	137
	13.9	Cancellation of Letters of Credit	138
	13.10	Notice of Cancellation or Prepayment	138
	13.11	Notice of Removal of a Bank or L/C Issuer	138
	13.12	Removal of a Bank or L/C Issuer	138
	13.13	No Further Availability	139
	13.14	No Other Repayments or Cancellation	139
	13.15	Replacement of L/C Issuer	139
	13.16	Prepayment of Advances by Australian Borrower	139

14.	TAXES		139
	14.1	Tax Gross-up	139
	14.2	Tax Indemnity	140
	14.3	Banks’ Tax Status	141
	14.4	Claims by Banks	142
	14.5	Double Taxation Relief	142
	14.6	US Filings	142
	14.7	VAT	145
	14.8	Tax Forms	145

15.	TAX RECEIPTS		145

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	15.1	Notification of Requirement to Deduct Tax	145
	15.2	Evidence of Payment of Tax	146
	15.3	Tax Credit Payment	146
	15.4	Tax and Other Affairs	147

16.	INCREASED COSTS		147
	16.1	Increased Costs	147
	16.2	Increased Costs Claims	148
	16.3	Exclusions	148

17.	ILLEGALITY		148

18.	MITIGATION AND OTHER PROVISIONS RELATING TO TAXES AND INCREASED COSTS		149
	18.1	Mitigation	149
	18.2	Removal of Affected Bank	150
	18.3	Change in Facility Office	150

19.	REPRESENTATIONS		150
	19.1	Status	150
	19.2	Governing Law and Judgments	151
	19.3	Binding Obligations	151
	19.4	Execution of the Finance Documents	151
	19.5	No Material Proceedings	152
	19.6	Financial Statements	152
	19.7	No Material Adverse Change	152
	19.8	Validity and Admissibility in Evidence	153
	19.9	Claims pari passu	153
	19.10	Compliance with Laws	153
	19.11	No Winding-up	154
	19.12	No Material Defaults	154
	19.13	No Misleading Information	154
	19.14	Environmental Compliance	155
	19.15	Environmental Claims	155
	19.16	Encumbrances and Indebtedness	155
	19.17	Ranking	155
	19.18	Ownership of the Obligors	155
	19.19	Ownership of Parent	156
	19.20	No Event of Default	156

	19.21	Consents and Approvals	156
	19.22	Insurance	156
	19.23	Taxation	156
	19.24	Good Title to Assets	157
	19.25	US Government Regulations	157
	19.26	Pensions	157
	19.27	The Acquisition	157
	19.28	Centre of Main Interests	158
	19.29	Professional Market Party	158
	19.30	Time of making representations	158
	19.31	Repetition of Representations	158

20.	FINANCIAL INFORMATION		159
	20.1	Annual Statements	159
	20.2	Quarterly Statements	159
	20.3	Reports	160
	20.4	Annual Budget	160
	20.5	Other Financial Information	160
	20.6	Accounting Policies	161
	20.7	“Know your customer” checks	161

21.	POSITIVE COVENANTS		162
	21.1	Maintenance of Legal Status and Validity	162
	21.2	Insurance	163
	21.3	Environmental Compliance	163
	21.4	Environmental Claims	163
	21.5	Notification of Defaults	163
	21.6	Claims Pari Passu	163
	21.7	Consents and Approvals	164
	21.8	Conduct of Business	164
	21.9	Tax	164
	21.10	Preservation of Assets	164
	21.11	Security Preservation	164
	21.12	Litigation	165
	21.13	Labour Disputes	165
	21.14	Access	165
	21.15	Intellectual Property	165

	21.16	Group Acceding Guarantors	166
	21.17	Syndication	168
	21.18	Share Security	168
	21.19	Existing Indebtedness	169
	21.20	New Vehicle and Equipment Acquisitions	169
	21.21	Purchase Price	170
	21.22	Securitisation and Take-Out Financing	170
	21.23	Pension Schemes	171
	21.24	On-Lending	172
	21.25	Hedging Transactions	172
	21.26	Further Assurances	172
	21.27	Canadian Guarantor	173

22.	NEGATIVE COVENANTS		173
	22.1	Negative Pledge	173
	22.2	Loans and Guarantees	173
	22.3	Indebtedness	173
	22.4	Hedging Transactions	174
	22.5	Subordinated Debt	174
	22.6	Disposals	174
	22.7	Acquisitions	174
	22.8	Distributions	174
	22.9	Change of Business	174
	22.10	Mergers	175
	22.11	Acquisition Agreement and Other Documents	175
	22.12	Centre of Main Interests	175
	22.13	Arm’s Length Transactions	175
	22.14	A2 Anti-Layering	177
	22.15	Maximum number of Lenders	178

23.	EVENTS OF DEFAULT		178
	23.1	Failure to Pay	178
	23.2	Misrepresentation	178
	23.3	Obligations	178
	23.4	Cross Default	179
	23.5	Insolvency and Rescheduling	180
	23.6	Winding-up	180

	23.7	Execution or Distress	181
	23.8	Failure to Comply with Final Judgment	181
	23.9	Governmental Intervention	181
	23.10	Repudiation and Rescission	181
	23.11	Unlawfulness and Invalidity	181
	23.12	Intercreditor Deed	182
	23.13	The Group’s Business	182
	23.14	Material Adverse Change	182
	23.15	Auditor’s Qualification	182
	23.16	Acceleration and Cancellation	182
	23.17	Non-material Subsidiaries	183
	23.18	Certain Funds Period	183
	23.19	Advances Due on Demand	183
	23.20	Exercise of Sale Right	184
	23.21	U.S. Bankruptcy	185
	23.22	Clean-Up Period	185

24.	GUARANTEE AND INDEMNITY		185
	24.1	Guarantee and Indemnity	185
	24.2	Additional Security	187
	24.3	Continuing Obligations	187
	24.4	Obligations not Discharged	187
	24.5	Settlement Conditional	188
	24.6	Exercise of Rights	188
	24.7	Deferral of Guarantor’s Rights	188
	24.8	Suspense Accounts	188
	24.9	French Guarantors	189
	24.10	German Guarantors	189
	24.11	Belgian Guarantors	192
	24.12	UK Guarantors	193
	24.13	Australian Guarantors	193
	24.14	Italian Guarantors	193
	24.15	Spanish Guarantors	194
	24.16	Swiss Guarantors	194
	24.17	Dutch Guarantors	196
	24.18	German Confirmation	197

vii

	24.19	Other Guarantors	198

25.	COMMITMENT COMMISSION AND FEES		199
	25.1	Commitment Commission	199
	25.2	Fees	199

26.	CANADIAN PERMITTED BANK FEES		199

27.	COSTS AND EXPENSES		201
	27.1	Transaction Expenses	201
	27.2	Preservation and Enforcement of Rights	202
	27.3	Stamp Taxes	202
	27.4	Amendment Costs	202
	27.5	Banks’ Liabilities for Costs	202
	27.6	No Other Tax	203

28.	DEFAULT INTEREST AND BREAK COSTS		203
	28.1	Default Interest Periods	203
	28.2	Default Interest	203
	28.3	Payment of Default Interest	203
	28.4	Break Costs	204

29.	INDEMNITIES		204
	29.1	Indemnity	204
	29.2	Currency Indemnity	204
	29.3	Acquisition Indemnity	205

30.	CURRENCY OF ACCOUNT AND PAYMENT		207

31.	PAYMENTS		207
	31.1	Payments to the Facility Agent	207
	31.2	Payments by the Facility Agent	208
	31.3	No Set-off	209
	31.4	Clawback	209
	31.5	Partial Payments	209
	31.6	Variation of Partial Payments	209
	31.7	Business Days	210

32.	SET–OFF		210
	32.1	Contractual Set-off	210
	32.2	Set-off not Mandatory	210

33.	SHARING		210
	33.1	Payments to Banks	210

viii

	33.2	Redistribution of Payments	210
	33.3	Recovering Bank’s Rights	211
	33.4	Repayable Recoveries	211
	33.5	Exception	211

34.	THE FACILITY AGENT, THE SECURITY AGENT, THE GLOBAL COORDINATOR AND THE FINANCE PARTIES		211
	34.1	Appointment of the Facility Agent and the Global Coordinator	211
	34.2	Security Agent’s, Facility Agent’s and Global Coordinator’s Discretions	212
	34.3	Security Agent’s, Facility Agent’s and Global Coordinator’s Assumptions	213
	34.4	Facility Agent’s Obligations	213
	34.5	Excluded Obligations of Facility Agent, Security Agent, Global Coordinator and Arrangers	214
	34.6	Indemnification	216
	34.7	Exclusion of Liabilities	216
	34.8	No Actions	217
	34.9	Business with Group	217
	34.10	Resignation	217
	34.11	Removal of Facility Agent or Global Coordinator	217
	34.12	Successor Facility Agent or Global Coordinator	217
	34.13	Rights and Obligations	218
	34.14	Own Responsibility	218
	34.15	Agency Division Separate	219
	34.16	Security Agent, Facility Agent or the Global Coordinator as Finance Parties	219
	34.17	Dealings with the Facility Agent	219
	34.18	Information	219
	34.19	Copies of Notices	219

35.	THE BANKS AND THE L/C ISSUER		220
	35.1	Banks’ Indemnity	220
	35.2	Direct Participation	220
	35.3	Obligations not Discharged	220
	35.4	Settlement Conditional	221
	35.5	Exercise of Rights	221

36.	ASSIGNMENTS AND TRANSFERS		221
	36.1	Binding Agreement	221
	36.2	Assignments and Transfers by Obligors	221

	36.3	Assignments and Transfers by Banks	221
	36.4	Original Banks	223
	36.5	Assignments by Banks	224
	36.6	Transfers by Banks	224
	36.7	Assignment and Transfer Fees	225
	36.8	Disclosure of Information	225
	36.9	The Register	226
	36.10	Affiliates/Branches	226
	36.11	Assignments and Transfers of Loan Notes	227
	36.12	Application to Canadian Sale Right	228

37.	CHANGE OF CURRENCY		228

38.	ADDITIONAL BORROWERS		228
	38.1	Request for Additional Borrower	228
	38.2	Borrower Conditions Precedent	229
	38.3	Restrictions on Lending to Certain Borrowers	229
	38.4	Resignation of a Borrower	230
	38.5	Termination of a Borrower’s rights	230

39.	ADDITIONAL GUARANTORS, RESIGNATION OF GUARANTORS AND DESIGNATED OBLIGORS; CHANGE OF COORDINATOR		231
	39.1	Request for Additional Guarantor	231
	39.2	Guarantor Conditions Precedent	231
	39.3	Resignation of a Guarantor	231
	39.4	Request for Designated Obligor	231
	39.5	Designated Obligor Conditions Precedent	231
	39.6	Cessation of a Designated Obligor	232
	39.7	Change of Coordinator	232

40.	CALCULATIONS AND EVIDENCE OF DEBT		232
	40.1	Basis of Accrual	232
	40.2	Quotations	234
	40.3	Evidence of Debt	234
	40.4	Control Accounts	234
	40.5	Prima Facie Evidence	234
	40.6	Certificates of Banks	234
	40.7	Facility Agent’s Certificates	234
	40.8	Letters of Credit	235

41.	REMEDIES AND WAIVERS, PARTIAL INVALIDITY		235
	41.1	Remedies and Waivers	235
	41.2	Partial Invalidity	235

42.	NOTICES		235
	42.1	Communications in Writing	235
	42.2	Addresses	235
	42.3	Delivery	238
	42.4	Electronic communication	239
	42.5	English Language	239
	42.6	Notification of Changes	239
	42.7	Deemed Receipt by the Obligors	239

43.	COUNTERPARTS		240

44.	AMENDMENTS		240
	44.1	Amendments	240
	44.2	Amendments Requiring Different Consent Levels	240
	44.3	Exceptions	241

45.	LOAN NOTES TO BE ISSUED BY AUSTRALIAN BORROWERS		241
	45.1	Loan Note Deed Poll	241
	45.2	Issue of Loan Notes	241
	45.3	Redemption of Loan Notes	242
	45.4	Application of funds and update Loan Note Register	242
	45.5	Establishment of Loan Note Register	242
	45.6	Maintenance of Loan Note Register	242
	45.7	Loan Note Register is paramount	243
	45.8	Offers of Loan Notes	243
	45.9	Qualifying Bank Representation	243

46.	GOVERNING LAW		243

47.	JURISDICTION		243
	47.1	English Courts	243
	47.2	Convenient Forum	243
	47.3	Non-Exclusive Jurisdiction	243
	47.4	Service of Process	244

48.	PLEDGES ON BANK ACCOUNTS UNDER GENERAL TERMS AND CONDITIONS		244

SCHEDULE 1 THE BANKS AND THEIR COMMITMENTS			245
SCHEDULE 2 THE BORROWERS AND THE GUARANTORS			247

SCHEDULE 3 FORM OF TRANSFER CERTIFICATE	252
SCHEDULE 4 CONDITIONS PRECEDENT	257
SCHEDULE 5 UTILISATION NOTICES	263
SCHEDULE 6 FORM OF BORROWER ACCESSION MEMORANDUM	267
SCHEDULE 7 FORM OF GUARANTOR / COORDINATOR ACCESSION MEMORANDUM	270
SCHEDULE 8 ADDITIONAL CONDITIONS PRECEDENT	273
SCHEDULE 9 FORM OF RESIGNATION NOTICE	277
SCHEDULE 10 MANDATORY COST FORMULAE	278
SCHEDULE 11 FORM OF LETTER OF CREDIT	281
SCHEDULE 12 FORM OF TEG LETTER	283
SCHEDULE 13 ELIGIBLE CUSTOMER RECEIVABLES CRITERIA	285
SCHEDULE 14 EXISTING INDEBTEDNESS	288
SCHEDULE 15 TIMETABLE	289
SCHEDULE 16 FORM OF LOAN NOTE DEED POLL	291
SCHEDULE 17 CANADIAN PRO-RATA SHARE	295
SCHEDULE 18 SECURITY PRINCIPLES	296
SCHEDULE 19 FORM OF BANK CERTIFICATE	300
SCHEDULE 20 SECURITY DOCUMENTS	304
SCHEDULE 21 FORMS OF ASSET REPORTS	310
SCHEDULE 22 NOTIFICATION	313
SCHEDULE 23 FORM OF SPECIFIED ECF AMOUNT CERTIFICATE	318

xii

THIS AGREEMENT is made on 21 December 2005

AMONG:

(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 1 of Schedule 2 (The Borrowers and the Guarantors) as Original Borrowers (the “Original Borrowers”);

(3) THE COMPANIES listed in Part 2 of Schedule 2 (The Borrowers and the Guarantors) as Original Guarantors (the “Original Guarantors”);

(4) HERTZ EUROPE LIMITED as Coordinator;

(5) BNP PARIBAS AND THE ROYAL BANK OF SCOTLAND PLC as mandated lead arrangers of the Facilities (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 (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 (as defined below) (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 Schedule 1 (The Banks and their Commitments) as Banks.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“25% Trigger” means any time when the Euro Amount of the aggregate outstanding principal amount of the A1 Advances and the A2 Advances is less than 25 per cent. of the Euro Amount of the aggregate outstanding principal amount of (a) the A1 Advances and the A2 Advances made on the Closing Date or (b) in the case of any A1 Advances and A2 Advances made to any Australian Borrower, all such Advances made on the Closing Date or not later than one Business Day succeeding the Closing Date.

“A1 Advance Rate” means:

(a) if neither the Final C Take-Out Financing nor any A Take-Out Financing has occurred, 70 per cent.;

(b) upon the occurrence of the first A Take-Out Financing (x) 70 per cent. less (y) the A Take-Out Adjustment Percentage multiplied by 87.5 per cent.;

(c) upon the occurrence of any further A Take-Out Financings (x) the A1 Advance Rate at the previous Reporting date less (y) the A Take-Out Adjustment Percentage multiplied by 87.5 per cent.,

provided that should the Final C Take-Out Financing occur prior to the Final A Take-Out Financing, the A1 Advance Rate (at the previous Reporting Date) shall be further reduced by the relevant Final C Take-Out Benefit Percentage multiplied by 87.5 per cent. and provided, further, that any adjustment in the A1 Advance Rate pursuant to the foregoing clauses (b) and (c) shall be allocated among the remaining A1 Borrowers (except to the extent such allocation would produce (after giving effect to any adjustments to the percentage set forth in paragraph (a) of the definition of “A1 Borrowing Base”) (a) any violation of applicable law, (b) liability of any of the officers, directors or shareholders of such member or any of its holding companies or subsidiaries or any material risk of such liability, (c) violation of the provisions of any joint venture governing or binding on such person or its subsidiaries or holding companies, (d) material adverse effects on the tax position (including, without limitation, the imposition of any material withholding tax or the loss of any material tax deduction) of the Group or, with respect to the Group, structuring considerations identified in reasonable detail to the Facility Agent or (e) costs (including, without limitation, any taxes, fees, charges, duties or expenses) which the Parent has demonstrated to the Security Agent in reasonable detail would be likely to be incurred) as the Coordinator shall designate.

“A1 Australian Dollar Reserve Amount” means, as at any determination date, an amount in Australian Dollars equal to US$272,000 (calculated at the Spot Rate of Exchange as at such date).

“A1 Australian Dollar Tranche” has the meaning given to it in Clause 2.1(a)(i)(B) (Grant of the Facilities).

“A1 Borrowing Base” means as at any Calculation Date in relation to any A1 Borrower, an aggregate amount equal to:

(a) a percentage (to be determined by the Mandated Lead Arrangers (acting reasonably) and taking into account the tax, structuring and legal requirements of the Group), which determination shall consider, without limitation, the Asset Report delivered on each Reporting Date on or prior to such Calculation Date (as notified to the Coordinator)) of the Borrower Asset Value of such A1 Borrower and provided that the Mandated Lead Arrangers (acting through the Facility Agent) will give notice on each Settlement Date of any change to the prevailing percentage that will take effect on the second immediately succeeding Settlement Date;

(b) 87.5 per cent. of the Eligible Cash and the Eligible Cash Equivalents of such A1 Borrower (other than any Take-Out Borrower) (or, if such Borrower is a Financeco, its Related Opco), in each case as at such Calculation Date; and

(c) in the case of any Advance under the A1 Australian Dollar Tranche or any A1 Swingline Advance made in Australian Dollars only, less the A1 Australian Dollar Reserve Amount,

provided that the aggregate of the Euro Amount of the A1 Borrowing Base of all of the A1 Borrowers shall not be less than the Euro Amount of the Total A1 Borrowing Base as at such Calculation Date.

“A1 Canadian Dollar Tranche” has the meaning given to it in Clause 2.1(a)(i)(C) (Grant of the Facilities).

“A1 Euro Tranche” has the meaning given to it in Clause 2.1(a)(i)(E) (Grant of the Facilities).

“A1 Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1(a)(i) (Grant of the Facilities).

“A1 Italian Non-Guaranteed Tranche” has the meaning given to it in Clause 2.1(a)(i)(F) (Grant of the Facilities).

“A1 Outstandings” means all amounts outstanding from time to time under the A1 Facility (including the A1 Swingline Facility).

“A1 Sterling Tranche” has the meaning given to it in Clause 2.1(a)(i)(A) (Grant of the Facilities).

“A1 Swiss Franc Tranche” has the meaning given to it in Clause 2.1(a)(i)(D) (Grant of the Facilities).

“A1 Tranches” means the A1 Sterling Tranche, the A1 Australian Dollar Tranche, the A1 Canadian Dollar Tranche, the A1 Swiss Franc Tranche, the A1 Euro Tranche and the A1 Italian Non-Guaranteed Tranche and “A1 Tranche” means any one or more of them, as the context requires.

“A2 Advance Rate” means:

(a) if neither the Final C Take-Out Financing nor any A Take-Out Financing has occurred, 10 per cent.;

(b) upon the occurrence of the first A Take-Out Financing (x) 10 per cent. less (y) the A Take-Out Adjustment Percentage multiplied by 12.5 per cent.;

(c) upon the occurrence of any further A Take-Out Financings (x) the A2 Advance Rate at the previous Reporting date less (y) the A Take-Out Adjustment Percentage multiplied by 12.5 per cent.,

provided that should the Final C Take-Out Financing occur prior to the Final A Take-Out Financing, the A2 Advance Rate (at the previous Reporting Date) shall be further

reduced by the relevant Final C Take-Out Benefit Percentage multiplied by 12.5 per cent. and provided, further, that any adjustment in the A2 Advance Rate pursuant to the foregoing clauses (b) and (c) shall be allocated among the remaining A2 Borrowers (except to the extent such allocation would produce (after giving effect to any adjustments to the percentage set forth in paragraph (a) of the definition of “A2 Borrowing Base”) (a) any violation of applicable law, (b) liability of any of the officers, directors or shareholders of such member or any of its holding companies or subsidiaries or any material risk of such liability, (c) violation of the provisions of any joint venture governing or binding on such person or its subsidiaries or holding companies, (d) material adverse effects on the tax position (including, without limitation, the imposition of any material withholding tax or the loss of any material tax deduction) of the Group or, with respect to the Group, structuring considerations identified in reasonable detail to the Facility Agent or (e) costs (including, without limitation, any taxes, fees, charges, duties or expenses) which the Parent has demonstrated to the Security Agent in reasonable detail would be likely to be incurred) as the Coordinator shall designate.

“A2 Australian Dollar Tranche” has the meaning given to it in Clause 2.1(a)(ii)(B) (Grant of the Facilities).

“A2 Borrowing Base” means as at any Calculation Date in relation to any A2 Borrower, an aggregate amount equal:

(a) to a percentage (to be determined by the Mandated Lead Arrangers (acting reasonably) and taking into account the tax, structuring and legal requirements of the Group), which determination shall consider, without limitation, the Asset Report delivered on each Reporting Date on or prior to such Calculation Date (as notified to the Coordinator)) of the Borrower Asset Value of such A2 Borrower and provided that the Mandated Lead Arrangers (acting through the Facility Agent) will give notice on each Settlement Date of any change to the prevailing percentage that will take effect on the second immediately succeeding Settlement Date; and

(b) 12.5 per cent. of the Eligible Cash and the Eligible Cash Equivalents of such A2 Borrower (other than any Take-Out Borrower) (or, if such Borrower is a Financeco, its Related Opco) in each case as at such Calculation Date,

provided that the aggregate of the Euro Amount of the A2 Borrowing Base of all of the A2 Borrowers shall not be less than the Euro Amount of the Total A2 Borrowing Base as at such Calculation Date.

“A2 Canadian Dollar Tranche” has the meaning given to it in Clause 2.1(a)(ii)(C) (Grant of the Facilities).

“A2 Euro Tranche” has the meaning given to it in Clause 2.1(a)(ii)(E) (Grant of the Facilities).

“A2 Facility” means the second ranking revolving credit facility made available under this Agreement as described in Clause 2.1(a)(ii) (Grant of the Facilities).

“A2 Italian Non-Guaranteed Tranche” has the meaning given to it in Clause 2.1(a)(ii)(F) (Grant of the Facilities).

“A2 Outstandings” means all amounts outstanding from time to time under the A2 Facility (including the A2 Swingline Facility).

“A2 Sterling Tranche” has the meaning given to it in Clause 2.1(a)(ii)(A) (Grant of the Facilities).

“A2 Swiss Franc Tranche” has the meaning given to it in Clause 2.1(a)(ii)(D) (Grant of the Facilities).

“A2 Tranches” means the A2 Sterling Tranche, the A2 Australian Dollar Tranche, the A2 Canadian Dollar Tranche, the A2 Swiss Franc Tranche, the A2 Euro Tranche and the A2 Italian Non-Guaranteed Tranche and “A2 Tranche” means any one or more of them, as the context requires.

“A Facility” means the A1 Facility and/or the A2 Facility, as the context may require.

“A Margin” means, in relation to an A1 Advance (including any A1 Swingline Advance) or an A2 Advance (including any A2 Swingline Advance) made to any Borrower, as determined on the Relevant A Calculation Date:

(a) during the period from the Closing Date to the last day of the Carve-Out Period, the aggregate of:

(i) 0.75 per cent. per annum (in the case of any A1 Advance) and 1.50 per cent. per annum (in the case of any A2 Advance);

(ii) 0.25 per cent. per annum multiplied by the ratio (calculated as a percentage) of (A) the Net Book Value of such Borrower’s Core Country Fleet comprised of vehicles manufactured by a Vehicle Manufacturer rated B or B- by S&P or B2 or B3 by Moody’s (provided that if any Vehicle Manufacturer has different ratings from the Rating Agencies, the lowest such rating will apply) divided by (B) such Borrower’s Borrower Fleet NBV (in this definition, the “B Rated Fleet Spread”); and

(iii) 0.75 per cent. per annum multiplied by the ratio (calculated as a percentage) of (A) the Net Book Value of such Borrower’s Core Country Fleet comprised of vehicles manufactured by a non-rated Vehicle Manufacturer or a Vehicle Manufacturer rated below or equal to CCC+ by S&P or Caa1 by Moody’s (provided that if any Vehicle Manufacturer has different ratings from the Rating Agencies, the lowest such rating will apply (in this definition, the “C Rated Vehicles”)) to (B) such Borrower’s Borrower Fleet NBV;

(b) during the period on and after the last day of the Carve-Out Period, if any A1 Advance or A2 Advance is outstanding on or after the last day of the Carve-Out Period, as determined on the Relevant A Calculation Date the aggregate of:

(i) 0.75 per cent. per annum (in the case of any A1 Advance) and 1.50 per cent. annum (in the case of any A2 Advance);

(ii) in relation to any A1 Advance or A2 Advance where:

(x) such Borrower is an SPV, 0.75 per cent. per annum (in the case of an A1 Advance) or 1.00 per cent. per annum (in the case of an A2 Advance), provided that if a Monoline Compliance Event has occurred and is continuing such rate shall be reduced to 0.50 per cent. per annum (in the case of Monoline Compliance Event with respect to the A1 Facility) or 0.75 per cent. (in the case of a Monoline Compliance Event with respect to the A2 Facility); or

(y) such Borrower is not an SPV, 1.00 per cent. per annum (in the case of the A1 Facility) or 1.25 per cent. per annum in the case of the A2 Facility;

(iii) the B Rated Fleet Spread (as defined above); and

(iv) in relation to any A1 Advance or A2 Advance where:

(x) such Borrower is an SPV, 1.25 per cent. per annum multiplied by the ratio (calculated as a percentage) of (A) the Net Book Value of such Borrower’s Core Country Fleet comprised of C Rated Vehicles (as defined above) to (B) such Borrower’s Borrower Fleet NBV; or

(y) such Borrower is not an SPV, 1.50 per cent. per annum multiplied by the ratio (calculated as a percentage) of (A) such Borrower’s Core Country Fleet comprised of C Rated Vehicles (as defined above) to (B) such Borrower’s Borrower Fleet NBV; and

“A Swingline Facility” means any A1 Swingline Facility and/or any A2 Swingline Facility, as the context may require.

“A Take-Out Adjustment Percentage” means when the A Take-Out Financing is not the Final A Take-Out Financing the result (whether positive or negative, expressed as a percentage) of the following equation:

A minus B divided by C

(a) where “A” equals the proceeds of the A Take-Out Financing (less any Eligible Cash or Eligible Cash Equivalents);

(b) where “B” equals the Borrower Asset Value transferred into the A Take-Out Financing multiplied sum of the A1 Advance Rate and the A2 Advance Rate at the previous Reporting Date; and

(c) where “C” equals the sum of the Borrower Asset Value of all A1 Borrowers and A2 Borrowers (without duplication) as at the previous Reporting Date less the Borrower Asset Value transferred into such A Take-Out Financing multiplied by the sum of the A1 Advance Rate and the A2 Advance Rate as at the previous Reporting Date.

“A Take-Out Financing” means any Take-Out Financing in relation to an A Facility.

“Accession Memorandum” means a Borrower Accession Memorandum or a Guarantor Accession Memorandum, as the case may be.

“Acquisition” means the purchase by Holdco or its direct or indirect wholly owned subsidiaries of the Shares pursuant to, and in accordance with, the Acquisition Agreement.

“Acquisition Agreement” means the stock purchase agreement dated 12 September 2005 between the Seller and Holdco and relating to the purchase of the Shares by Holdco.

“Acquisition Costs” means all costs, fees and expenses (and taxes thereon) and all capital, stamp, documentary, registration or other taxes incurred by or on behalf of any Parent Company or any of its affiliates, the Merrill Lynch Investors, the Carlyle Investors or the CD&R Investors and their respective managers or advisors, the Parent or any other member of the Group in connection with the Acquisition and all related transactions (including, without limitation, the financing thereof).

“Additional Borrower” means:

(a) when designated “A1”, an Eligible Borrower which has acceded to this Agreement as a Borrower under the A1 Facility pursuant to Clause 38 (Additional Borrowers);

(b) when designated “A2”, an Eligible Borrower which has acceded to this Agreement as a Borrower under the A2 Facility pursuant to Clause 38 (Additional Borrowers);

(c) when designated “C”, an Eligible Borrower which has acceded to this Agreement as a Borrower under the C Facility pursuant to Clause 38 (Additional Borrowers); and

(d) without any such designation, an “A1 Additional Borrower”, an “A2 Additional Borrower” and/or a “C Additional Borrower” as the context requires.

“Additional Guarantor” means any person which has become an Additional Guarantor in accordance with Clause 39 (Additional Guarantors, Resignation of Guarantors and Designated Obligors; Change of Coordinator).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Advance” means:

(a) when designated “A1”, the principal amount of each advance made or to be made under the A1 Facility, as reduced from time to time by repayment or prepayment;

(b) when designated “A1 Swingline “, the principal amount of each advance made or to be made under the A1 Swingline Facility, as reduced from time to time by repayment or prepayment;

(c) when designated “A2”, the principal amount of each advance made or to be made under the A2 Facility, as reduced from time to time by repayment or prepayment;

(d) when designated “A2 Swingline”, the principal amount of each advance made or to be made under the A2 Swingline Facility, as reduced from time to time by repayment or prepayment;

(e) when designated “C”, the principal amount of each advance made or to be made under the C Facility, as reduced from time to time by repayment or prepayment;

(f) when designated “C Swingline”, the principal amount of each advance made or to be made under the C Swingline Facility, as reduced from time to time by repayment or prepayment;

(g) when designated “Swingline”, an A1 Swingline Advance, an A2 Swingline Advance and/or a C Swingline Advance, as the context requires;

(h) when designated “Rollover”, (i) an Advance (other than a Swingline Advance) which is used to refinance a maturing Advance (other than a Swingline Advance) and which is in the same amount and the same currency as such maturing Advance and is to be drawn on the day such maturing Advance is to be repaid and (ii) a C Advance which is used to satisfy any demand made by the Facility Agent pursuant to a drawing under a Letter of Credit; and

(i) without any such designation, an “A1 Advance”, an “A1 Swingline Advance”, an “A2 Advance”, an “A2 Swingline Advance”, a “C Advance”, a “C Swingline Advance”, a “Swingline Advance” and/or a “Rollover Advance”, as the context requires.

“AFOF” means an Australian venture capital fund of funds within the meaning of subsection 118-410(3) of the Australian Income Tax Assessment Act 1997.

“Annual Budget” means, in relation to a calendar year, the business plan for the Group comprising a projected annual profit and loss account (including projected turnover and operating costs), projected EBITDA for such calendar year with revenue broken down for each of the Core Countries in which the Group carries on business.

“Antitrust/Regulatory Authorities” means any Governmental Authority in the United States of America competent to grant clearance for the Acquisition under the United States Hart-Scott-Rodino Antitrust Improvements Act 1976, the European Commission, the Canadian Competition Bureau and any Governmental Authority in Australia competent to approve the Acquisition.

“Antitrust Regulatory Clearances” means the approval, consent, waiver, license, order, registration, permit, authorisation or clearance of the Acquisition from all Antitrust/Regulatory Authorities whose approval is required for the Acquisition.

“Applicable Accounting Principles” means generally accepted accounting principles in the United States of America and related practices.

“Applicable Margin” means:

(a) in relation to any A Facility (including the A1 Swingline Facility and the A2 Swingline Facility), the A Margin; and

(b) in relation to the C Facility (including the C Swingline Facility), 2.50 per cent. per annum.

“Arrangers” means the Mandated Lead Arrangers and the Co-Arranger and “Arranger” means any of them.

“Asset Report” means (a) in the case of all A Advances (other than Swingline Advances), a duly completed report in the form set out in Part A of Part 1 of Schedule 21 (Forms of Asset Reports), (b) in the case of all C Advances (other than Swingline Advances), a duly completed report in the form set out in Part B of Part 1 of Schedule 21 (Forms of Asset Reports), (c) in the case of all A Swingline Advances a duly completed report in the form set out in Part A of Part 2 of Schedule 21 (Forms of Asset Reports), (d) in the case of all C Swingline Advances a duly completed report in the form set out in Part B of Part 2 of Schedule 22 (Forms of Asset Reports) and (e) in the case of a Letter of Credit a duly completed report in the form set out in Part 3 of Schedule 21 (Forms of Asset Reports), in each case as the same may be modified from time to time with the consent of the Facility Agent (acting reasonably).

“Auditors” means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or such other auditors acceptable to the Facility Agent (acting reasonably).

“Australian Bill” means a bill of exchange as defined in the Australian Bills of Exchange Act 1909 (Cth).

“Australian Borrower” means either:

(a) a Borrower that is an Australian resident for Australian tax purposes (unless it incurs interest under this Agreement wholly in carrying on business in a

country outside Australia at or through a permanent establishment in that country); or

(b) a Borrower that is not an Australian resident for Australian tax purposes that incurs interest under this Agreement in carrying on business in Australia at or through a permanent establishment in Australia.

“Australian Finance Documents” means each of the following documents:

(a) the Australian Subscription Deed;

(b) the document entitled “Australian Issuer Loan Agreement (Project H)” between Noteco (as lender) and Hertz Australia Pty. Limited (ABN 31 004 407 087) (as borrower) dated on or before the Closing Date;

(d) the document entitled “Australian Registry Services Agreement (Project H)” between Noteco (as issuer), HA Funding Pty Limited (ACN 117 549 498) (as subscriber) and Perpetual Trustee Company Limited (as registrar) dated on or before the Closing Date;

(e) the Australian Security Trust Deed; and

(f) the document entitled “Australian Loan Note Deed Poll (Project H)” given by Noteco (as issuer) dated on or before the Closing Date.

“Australian Obligor” means each of Hertz Investment (Holdings) Pty. Limited (ACN 006 181 755), Hertz Australia Pty. Limited and Noteco.

“Australian Orphan SPV” means HA Funding Pty Limited (ACN 117 549 498).

“Australian Orphan SPV Secured Property” has the same meaning as in the Australian Security Trust Deed.

“Australian Purchase Deed” means the document entitled “Australian Purchase Deed (Project H)” between Hertz Australia Pty Limited (as purchaser) and HA Funding Pty Limited (as seller) dated on or before the Closing Date.

“Australian Reference Bank” means each of Australian and New Zealand Banking Group Limited, Commonwealth Bank of Australia National, Australian Bank Limited and Westpac Banking Corporation Limited.

“Australian Security Trust Deed” means the document entitled “Australian Security Trust Deed (Project H)” between HA Funding Pty Limited (as borrower) and the Security Agent dated on or before the Closing Date.

“Australian Subscription Deed” means the document entitled “Australian Subscription Deed (Project H)” between HA Funding Pty Limited (as subscriber) and Noteco (as issuer) dated on or before the Closing Date.

“Authorised Risk Vehicle Percentage” means, in relation to the A1 Borrowers and the A2 Borrowers taken together (a) 40 per cent. and (b) on and from the date on which the 25% Trigger occurs, such other percentage as may be reasonably agreed in good faith between the Coordinator and the Mandated Lead Arrangers taking into account applicable commercial considerations at such time.

“Authorised Signatory” means, in relation to an Obligor or proposed Obligor, any person who is duly authorised (in such manner as may be reasonably acceptable to the Facility Agent) and in respect of whom the Facility Agent has received a certificate signed by a director or another Authorised Signatory of such Obligor or proposed Obligor setting out the name and signature of such person and confirming such person’s authority to act.

“Availability Period” means the period from and including the Closing Date to and including the Final Maturity Date.

“Available Commitment” means in relation to a Bank and a Facility or a Tranche at any time and, save as otherwise provided herein, its Commitment in the relevant Base Currency in relation to that Facility or Tranche at such time less its share of the Base Currency Amount of the Advances or Letters of Credit made under that Facility or Tranche which are then outstanding provided such amount shall not be less than zero.

“Available Facility” means, at any time in relation to a Facility or a Tranche, the aggregate Available Commitments in relation to that Facility or Tranche adjusted, in the case of any proposed utilisation, so as to take into account:

(a) any reduction in the Commitment of a Bank in relation to that Facility or Tranche pursuant to the terms hereof;

(b) the Base Currency Amount of any Advance or Letter of Credit which, pursuant to any other utilisation, is to be made or issued under that Facility or Tranche; and

(c) the Base Currency Amount of any Advance or Letter of Credit under that Facility or Tranche which is due to be repaid,

in each case on or before the proposed Utilisation Date relating to such utilisation.

“B Advance Rate” means

(a) if neither the Final A Take-Out Financing nor the Final C Take-Out Financing has occurred, 80 per cent.;

(b) if the Final A Take-Out Financing occurs following the Final C Take-Out Financing, (x) the B Advance Rate at the previous Reporting Date less (y) the relevant Final A Take-Out Benefit Percentage,

provided, that if the Final C Take-Out Financing occurs following the Final A Take-Out Financing, the B Advance Rate (at the previous Reporting Date) shall be reduced by the Final C Take-Out Benefit Percentage.

“B Borrower” has the meaning given to “Borrower” in each of the B Bridge Facilities Agreements.

“B Bridge Facilities Agreements” means the Brazilian Facilities Agreement and the NZ Facilities Agreement.

“B Bridge Finance Documents” means each of the B Bridge Facilities Agreements and each of the B Bridge Guarantees, together with all other Finance Documents (as such term is defined in each of the B Bridge Facilities Agreements) from time to time.

“B Bridge Guarantees” means the Brazilian Guarantee and the NZ Guarantee.

“BA Rate” means, in respect of any Term applicable to a Canadian Advance (other than a Canadian Swingline Advance) or Unpaid Sum (other than a Canadian Swingline Advance) denominated in Canadian Dollars:

(a) the applicable Screen Rate;

(b) if such Term is less than a month, the percentage rate per annum obtained by interpolating the applicable Screen Rates for a period of one month;

(c) if such Term is more than a month, the percentage rate per annum obtained by interpolating the applicable Screen Rates for a period of (i) one month and (ii) two months; or

(d) if the applicable Screen Rate in relation to the BA Rate is not displayed for Canadian Dollars for such Term, the rate of interest determined by the Canadian Permitted Bank that is equal to the arithmetic mean (rounded upwards to the nearest whole multiple of 1/100th of 1 per cent.) of the rates quoted by the relevant Reference Banks on the Quotation Date in respect of Canadian Dollar bankers’ acceptances with a term comparable to such Term,

and, in each case, plus 5 basis points per annum if such Canadian Advance is made by a Bank not listed in Schedule I to the Bank Act (Canada), provided no adjustment shall be made to account for the difference between the number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement.

“BA Rate Loan” means an Advance (other than a Swingline Advance) denominated in Canadian Dollars which bears interest at the BA Rate.

“BBSY” means, in respect of any Term applicable to an Advance or unpaid sum denominated in Australian Dollars:

(a) the applicable Screen Rate;

(b) if such Term is less than a month, the applicable Screen Rate for a period of one month;

(c) if such Term is more than a month, the percentage rate per annum obtained by interpolating the applicable Screen Rates for a period of (i) one month and (ii) two months; or

(d) if the applicable Screen Rate is not displayed for Australian Dollars for such Term, the rate of interest determined by the Facility Agent as the average of the rates quoted to the Facility Agent by each of the relevant Reference Banks for the purchase of Australian Bills accepted by each of the relevant Reference Banks which have a tenor equal to such Term and a face value amount equal to the amount of the Advance,

provided that if, in respect of such Term, the BBSY cannot be determined in accordance with the foregoing, BBSY shall be the rate per cent. per annum determined by the Facility Agent in good faith to be the appropriate rate having regard to comparable indices then available in the then current bill market.

“Bank” means any entity (whether or not such entity is a registered bank):

(a) named in Schedule 1 (The Banks and their Commitments) (including unless the context otherwise requires a Swingline Bank); or

(b) which has become a party hereto in accordance with Clause 36.5 (Assignments by Banks) or Clause 36.6 (Transfers by Banks),

and which has not ceased to be a party hereto in accordance with the terms hereof.

“Base Currency” means, in relation to any Facility or Tranche, the currency in which such Facility or Tranche is denominated as set out in Schedule 1 (The Banks and their Commitments).

“Base Currency Amount” means:

(a) in relation to an Advance or Letter of Credit denominated in the Base Currency of the relevant Facility or Tranche, the amount of such Advance or Letter of Credit; and

(b) in relation to an Advance or Letter of Credit denominated in Euro where Euro is not the Base Currency of the relevant Facility or Tranche, the equivalent of the amount of Euro in the relevant Base Currency calculated at the Spot Rate of Exchange as at the relevant date of determination.

“Belgian Borrower” means each Borrower having or deemed to have its fiscal residency in Belgium for the purposes of the Belgian Corporate Income Tax Code that is a qualifying professional investor as defined in article 105,3^o of the Royal Decree executing the Belgian Corporate Income Tax Code.

“Borrower” means:

(a) when designated “A1”, any Original Borrower under the A1 Facility or any Additional A1 Borrower;

(b) when designated “A2”, any Original Borrower under the A2 Facility or any Additional A2 Borrower;

(d) without any such designation, an “A1 Borrower”, an “A2 Borrower” and/or a “C Borrower”, as the context requires,

provided in each case that such Borrower has not been released from its rights and obligations hereunder in accordance with Clause 38.4 (Resignation of a Borrower).

“Borrower Accession Memorandum” means a duly completed memorandum substantially in the form set out in Schedule 6 (Form of Borrower Accession Memorandum).

“Borrower Asset Value” means as at any Calculation Date:

(a) in relation to any A1 Borrower or any A2 Borrower (other than a Financeco), determined on that Calculation Date and without double-counting, the aggregate of:

(i) the Borrower Fleet NBV of such Borrower; and

(ii) the Eligible Receivables of such Borrower;

(b) in relation to any A1 Borrower or A2 Borrower that is a Financeco, determined on that Calculation Date and without double-counting, the aggregate of:

(i) the Borrower Fleet NBV of its Related Opco; and

(ii) the Eligible Receivables of its Related Opco;

(c) in relation to any C Borrower (other than a Financeco), determined on that Calculation Date and without double-counting, the aggregate of:

(i) the Borrower Equipment NBV of such Borrower; and

(ii) the Eligible Receivables of such Borrower; and

(d) in relation to any C Borrower that is a Financeco, determined on that Calculation Date and without double-counting, the aggregate of:

(i) the Borrower Equipment NBV of its Related Opco; and

(ii) the Eligible Receivables of its Related Opco,

and provided in each case:

(A) once an SPV (other than a Financeco) satisfies the criteria to and becomes an Eligible Borrower, no subsequent additions to its Related Opco’s Core Country Fleet or Core Country Equipment Assets (as the case may be) or Eligible Receivables (other than Eligible Receivables which subsequently arise with respect to the Core Country Fleet or Core Country Equipment Assets of such Opco existing on the day on which such SPV becomes an Eligible Borrower) after the day on which such SPV becomes an Eligible Borrower shall be taken into account in determining such SPV’s Borrower Asset Value;

(B) on and after any Take-Out Financing, the Borrower Asset Value of any relevant Borrower shall be reduced by the value of any assets that were the subject of such Take-Out Financing if and to the extent such assets were included in the calculation of such Borrower’s Borrower Asset Value immediately prior to such Take-Out Financing;

(C) without including any vehicles or Equipment which are subject to any Encumbrance securing Indebtedness for Borrowed Money (other than pursuant to the Security Documents) incurred by any member of the Group to finance or refinance the acquisition of such vehicles or Equipment,

and provided further that in the case of paragraphs (b) and (d) above:

(I) any Spanish vehicles owned by such Borrower’s Related Opco shall not be required to be subject to a Designated Obligor Charge and/or Designated Obligor Re-Charge; and

(II) if the proceeds of any Advances made to such Financeco have been on-lent to its Related Opco pursuant to Clause 21.24 (On-Lending), to the extent any asset described in paragraphs (b)(i) and (ii) above or (d)(i) and (ii) above (as the case may be) is not subject to a Designated Obligor Charge and/or a Designated Obligor Re-Charge no later than 90 days after the Closing Date, in the case of the Initial Borrowing, or, otherwise, the date on which such proceeds were on-lent, the aggregate amount pursuant to paragraphs (b) and (d) above shall be determined without reference to any such asset.

“Borrower Equipment Market Value” means, in relation to any C Borrower, the market value of its Core Country Equipment Assets as calculated within 30 days of the Closing Date and on each Collateralisation Test Date, in each case by a third party independent appraiser appointed jointly by the Facility Agent and the Coordinator for this purpose.

“Borrower Equipment NBV” means, in relation to any C Borrower and in respect of a Calculation Date, the Net Book Value of the Core Country Equipment Assets of such Borrower (or, if such Borrower is a Financeco, the Net Book Value of the Core Country Equipment Assets of the Related Opco) at such time, as determined on such Calculation Date.

“Borrower Fleet NBV” means, in relation to any A1 Borrower or A2 Borrower in respect of a Calculation Date, the Net Book Value of the Core Country Fleet of such Borrower (or, if such Borrower is a Financeco, the Net Book Value of the Core Country Fleet of its Related Opco) as determined on such Calculation Date, provided that to the extent a Vehicle Manufacturer Event of Default occurs and is then continuing with respect to the Vehicle Manufacturer of any vehicle included in such Core Country Fleet, for the purposes of calculating the Total A1 Borrowing Base or the Total A2 Borrowing Base (as the case may be), the Euro Amount of the Net Book Value of all vehicles manufactured by such Vehicle Manufacturer shall be determined by multiplying (a) the Euro Amount of the Net Book Value of such vehicles, (b) the A1 Advance Rate in the case of any A1 Borrower or the A2 Advance Rate in the case of any A2 Borrower and (c) the following fraction (which shall not, at any time, exceed 1):

X
Y

where:

X is the aggregate amount of the Euro Amount of the sale proceeds received by all A1 Borrowers or A2 Borrowers (as the case may be) (or, if any such Borrower is a Financeco, its Related Opco) from the sale of vehicles manufactured by such Vehicle Manufacturer in the most recently ended calendar month; and

Y is the aggregate of the Euro Amount of the Net Book Value of such sold vehicles as such value was determined and included in the calculation of the relevant Borrower Fleet NBV on the immediately preceding Calculation Date.

“Borrowing Base Calculations” means the calculations to be made pursuant to Clause 4.1(n) (Utilisation Conditions) and Clause 5.3(a)(vi) (Completion of a Utilisation Notice for Swingline Advances).

“Brazilian Facilities Agreement” means an Agreement for Offering a Revolving Credit Facility to be entered into on or around 21 December 2005 between, amongst others, Car Rental Systems Do Brasil Locação De Veículos Ltda, as the Borrower, Banco BNP Paribas Brasil S.A., as Administrative Agent and the entities named therein as Banks.

“Brazilian Guarantee” means the guarantee to be entered into on or around 21 December 2005 by The Hertz Corporation in relation to the Brazilian Facilities Agreement.

“Bridge Fee Letter” means the letter entitled “International Securitization Bridge Fee Letter” dated 18 November 2005 between Holdco and the Arrangers.

“Business Day” means a day (other than a Saturday or a Sunday) (a) on which banks generally are open for business in London and in the jurisdiction of organisation of each of the Borrowers and the Coordinator and the principal financial centre of the country of each Designated Currency other than Euro and (b) which is a TARGET Day.

“Buy-Back Agreement” means a Vehicle Manufacturer Buy-Back Agreement, a Vehicle Dealer Buy-Back Agreement or an Equipment Manufacturer Buy-Back Agreement.

“C Advance Rate” means

(a) if no C Take-Out Financing has occurred, the C Combined Advance Rate;

(b) upon the occurrence of the first C Take-Out Financing, (x) the C Combined Advance Rate less the (y) the C Take-Out Adjustment Percentage;

(c) upon the occurrence of any further C Take-Out Financings, (x) the C Advance Rate at the previous Reporting Date less (y) the C Take-Out Adjustment Percentage,

provided that should the Final A Take-Out Financing occur prior to the Final C Take-Out Financing, the C Advance Rate (as at the previous Reporting Date) shall be further reduced by the Final A Take-Out Benefit Percentage and provided, further, that any adjustment in the C Advance Rate pursuant to the foregoing clauses (b) and (c) shall be allocated among the remaining C Borrowers (except to the extent such allocation would produce (after giving effect to any adjustments to the percentage set forth in paragraph (a) of the definition of “C Borrowing Base”) (a) any violation of applicable law, (b) liability of any of the officers, directors or shareholders of such member or any of its holding companies or subsidiaries or any material risk of such liability, (c) violation of the provisions of any joint venture governing or binding on such person or its subsidiaries or holding companies, (d) material adverse effects on the tax position (including, without limitation, the imposition of any material withholding tax or the loss of any material tax deduction) of the Group or, with respect to the Group, structuring considerations identified in reasonable detail to the Facility Agent or (e) costs (including, without limitation, any taxes, fees, charges, duties or expenses) which the Parent has demonstrated to the Security Agent in reasonable detail would be likely to be incurred),.

“C Borrowing Base” means, in relation to any C Borrower and as at any Calculation Date, an aggregate amount equal to:

(a) the C Advance Rate, multiplied by the Borrower Asset Value of such C Borrower, as at such Calculation Date; and

(b) 100 per cent. of the Eligible Cash and Eligible Cash Equivalents of such C Borrower (other than any Take-Out Borrower) (or, if such Borrower is a Financeco, its Related Opco) provided such C Borrower is not also an A1 Borrower or an A2 Borrower on such Calculation Date.

“C Combined Advance Rate” means the amount (expressed as a percentage) of the sum of (x) the Eligible Receivables multiplied by the C Receivables Advance Rate, in each case as at the previous Reporting Date, plus (y) the Equipment Asset Value multiplied by the C Equipment Advance Rate, in each case as at the previous Reporting Date, divided by (z) the sum of the Eligible Receivables and the Equipment Asset Value, in each case as at the previous Reporting Date.

“C Equipment Advance Rate” means 80 per cent. or such other lower percentage arrived at by subtracting from 80 per cent. an amount (if positive, expressed as a percentage) equal to the difference between (i) the Collateralisation Ratio on the Closing Date and (ii) the Collateralisation Ratio for the most recent Collateralisation Test Date.

“C Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1(a)(iii) (Grant of the Facilities).

“C Outstandings” means all amounts outstanding from time to time under the C Facility (including the C Swingline Facility and all Letters of Credit that are issued and outstanding).

“C Receivables Advance Rate” means 80 per cent.

“C Take-Out Adjustment Percentage” means when the C Take-Out Financing is not the Final C Take-Out Financing the result (whether positive or negative, expressed as a percentage) of the following equation:

A minus B divided by C

(a) where “A” equals the proceeds of the C Take-Out Financing (less any Eligible Cash or Eligible Cash Equivalents)

(b) where “B” equals the Borrower Asset Value transferred into the C Take-Out Financing multiplied by the C Advance Rate at the previous Reporting Date; and

(c) where “C” is the Borrower Asset Value of all C Borrowers as at the previous Reporting Date less the Borrower Asset Value transferred into such C Take-Out Financing multiplied by the C Advance Rate as at the previous Reporting Date.

“C Take-Out Financing” means any Take-Out Financing in relation to the C Facility.

“Calculation Date” means:

(a) a First Calculation Date or a Second Calculation Date; and

(b) in the case of an A Facility, the Optional A Calculation Date.

“Canadian Advance” means any Advance made to a Canadian Borrower.

“Canadian Borrower” means Hertz Canada Limited and any other Borrower that is (a) resident or deemed to be resident in Canada for the purposes of the Income Tax Act (Canada), (b) a partnership that is a “Canadian partnership” within the meaning of the Income Tax Act (Canada) or (c) deemed to be resident in Canada for the purposes of Part XIII of the Income Tax Act (Canada) in respect of any payments made by such Borrower in relation to this Agreement.

“Canadian Guarantor” means subject to Clause 21.27 (Canadian Guarantor), Hertz Canada Limited and any other Canadian Entity becoming an Additional Guarantor.

“Canadian Outstandings” means all amounts outstanding under this Agreement from time to time in relation to all Canadian Advances (including the Canadian Swingline Advances).

“Canadian Permitted Bank” means each of BNP Paribas (Canada) and any replacement Bank appointed pursuant to Clause 4.8(d) (Canadian Advances), in each case acting through its Facility Office in Canada.

“Canadian Pro-Rata Share” means, in relation to a Non-Canadian Bank in respect of any Facility (or, in the case of any A Facility, the relevant Tranche), the percentage set forth in respect of such Non-Canadian Bank and relevant Facility or Tranche (as the case may be) in Schedule 17 (Canadian Pro-Rata Share).

“Canadian Reorganisation” means the following transactions, to occur following the Acquisition on the Closing Date:

(a) the sale by Hertz Holdings Netherlands B.V. (“Hertz NL BV”) of common shares (“Hertz Canada Common shares”) of Hertz Canada Limited (“Hertz Canada”) to the Target, in consideration for which the Target shall deliver to Hertz NL BV a note issued by the Target and payable on demand in the principal amount of approximately $490,000,000 (the “Hertz Note”);

(b) the distribution by the Target of the Hertz Canada Common Shares and the preferred shares of Hertz Canada held by the Target (together with the Hertz Canada Common Shares, the “Hertz Canada Shares”) as a dividend to CCMG Investor LLC, a Subsidiary of Acquisition Corp. and the sole stockholder of the Target immediately following the Acquisition;

(c) the sale by Acquisition Corp. of Class B Common Shares of CCMG Investor LLC to CCMG Investor LLC for redemption, in consideration for which CCMG Investor LLC shall sell to Acquisition Corp. common stock of the Target (the “Hertz Shares”), representing all of the then issued and outstanding shares of the Target’s Capital Stock;

(d) the dissolution, winding-up and termination of CCMG Investor LLC, in connection with which the Hertz Canada Shares shall be transferred and assigned to CMGC Canada Acquisition ULC (“CMGC Canada”);

(e) the sale of common shares of CMGC Canada (the “CMGC Canada Shares”), representing all of the issued and outstanding shares of CMGC Canada’s Capital Stock, to the Target as a contribution;

(f) the merger of CCMG Acquisition Corp. with and into the Target;

(g) the sale by the Target of the CMGC Canada Shares to Hertz International Ltd., in consideration for which Hertz International Ltd. will enter into an agreement with the Target, Hertz International Ltd. and Hertz NL BV pursuant to which the Target will be released from its obligations under the Hertz Note, which shall be cancelled, and the Parent shall issue a new note (the “HIL Note”) to Hertz NL BV for the same principal amount and otherwise containing substantially similar terms and conditions;

(h) the sale by the Parent of the CMGC Canada Shares to Hertz NL BV in full satisfaction of Hertz International Ltd.’s obligations under the HIL Note, which shall be cancelled;

(i) the subscription by CMGC Canada for common shares (the “Newco (Canada) Shares”) of 1677932 Ontario Limited, an Ontario corporation, representing all of the issued and outstanding shares of Newco (Canada) Capital Stock, in consideration for which CMGC Canada shall sell, transfer and assign to Newco (Canada) the Hertz Canada Shares;

(j) the amalgamation of Newco (Canada) and Hertz Canada, whereupon the amalgamated entity shall continue under the name Hertz Canada Limited (“Hertz Canada Amalco”);

(k) the exchange by Hertz Canada Amalco of its common shares in Matthews Equipment Ltd. for preferred shares of Matthews Equipment Ltd. of equal value, and the subscription by CCMG HERC Sub, Inc., a Wholly-Owned Subsidiary of HERC, for common shares of Matthews Equipment Ltd.; and

(l) all transactions relating thereto.

“Canadian Revolving Sale Right” has the meaning set out in Clause 4.8(b) (Canadian Advances).

“Canadian Sale Right” means, in respect of a Facility (or, in the case of any A Facility, the relevant Tranche), a Canadian Revolving Sale Right or Canadian Swingline Sale Right in relation to such Facility or Tranche (as the case may be).

“Canadian Sale-Saleback Transaction” means a sale and conditional saleback arrangement, between Hertz Canada Limited and an SPV, consummated to effect a Take-Out Financing with respect to Hertz Canada Limited and which provides for the conditional purchase by Hertz Canada Limited of personal property from such SPV.

“Canadian Swingline Advance” means any Swingline Advance denominated in Canadian Dollars made to a Canadian Borrower.

“Canadian Swingline Rate” means, in respect of any Term applicable to a Canadian Swingline Advance, the rate offered by the Canadian Permitted Bank (as notified to the Facility Agent) for deposits in such currency for such Term or, if there is more than one Canadian Permitted Bank, the weighted average of the quotations offered by each Canadian Permitted Bank (as notified to the Facility Agent) for deposits in such

currency for such Term (weighted in proportion to the percentage participation of such Canadian Permitted Bank in such Swingline Advance) pursuant to Clause 10.2(b) (Interest Rate Determination).

“Canadian Swingline Sale Right” has the meaning set out in Clause 5.4(e) (Swingline Banks’ Participation).

“Capital Expenditure” means, with respect to any person for any period, the sum of the aggregate of all expenditures by such person and its consolidated subsidiaries during such period for property, plant, equipment and revenue earning equipment which, in accordance with the Applicable Accounting Principles (extant as at the date of this Agreement), are or should be included in “capital expenditures”, net of (a) the application of insurance monies in the reinstatement or repair of assets in respect of which such insurance monies were attained, (b) expenditure on (i) Reinvested Amounts and (ii) the amount invested in Permitted Acquisitions or Permitted Investments and (c) dispositions of property, plant, equipment and revenue earning equipment during such period. For the avoidance of doubt, the sum of the aggregate of all expenditures by such person during such period for revenue earning equipment (including, without limitation, vehicles and Equipment) net of the Net Cash Proceeds of disposition of such revenue earning equipment in the ordinary course of business thereof shall constitute Capital Expenditures.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

“Capitalised Cost” means:

(a) with respect to each vehicle purchased by a Borrower (or, if such Borrower is a Financeco, its Related Opco), the price paid for such vehicle to the Vehicle Dealer, Vehicle Manufacturer or other person selling such vehicle (including profit and delivery charges but excluding taxes and any registration or titling fees unless capitalised by the relevant Borrower in accordance with past practices), less any rebates, credits or similar incentives received or receivable in respect of such vehicle to the extent applied by the relevant Borrower in accordance with its past practice to reduce the capitalized cost of such vehicle; and

(b) with respect to Equipment purchased by a Borrower (or, if such Borrower is a Financeco, its Related Opco), the price paid for such Equipment to the Vehicle Manufacturer or other person selling such Equipment (including profit and delivery charges but excluding taxes and any registration or titling fees), less any rebates, credits or similar incentives received or receivable in respect of such Equipment to the extent applied by the relevant Borrower in accordance with its past practice to reduce the capitalized cost of such Equipment.

“Carlyle” means TC Group L.L.C. (which operates under the trade name The Carlyle Group).

“Carlyle Investors” means collectively (a) Carlyle Partners IV, L.P., a Delaware limited partnership, or any successor thereto, (b) CEP II Participations S.àr.l., a Luxembourg limited liability company, or any successor thereto, (c) CP IV Co-investment, L.P., a Delaware limited partnership, or any successor thereto, (d) CEPII U.S. Investments, L.P., a Delaware limited partnership, or any successor thereto, (e) any affiliate of any of the foregoing and (e) any successor in interest to any of the foregoing.

“Carve Out Period” means the period:

(a) starting on the later of:

(i) the first anniversary date of the first utilisation of any A Facility; and

(ii) the date occurring three months after the date of any Securities Demand (which shall, in any event, be no later than the date occurring fifteen months after the Closing Date); and

(b) ending on the 90th calendar day thereafter.

“Cash Collateral” means, in relation to any Letter of Credit or L/C Proportion of a Letter of Credit, a Euro deposit in such interest-bearing account or accounts as the Facility Agent may, acting reasonably, specify, such deposit and account to be secured in favour of, and on terms and conditions reasonably acceptable to, the Security Agent or the relevant L/C Issuer, as the case may be.

“Cash Equivalents” means investments in:

(a) marketable obligations of or guaranteed or insured by (i) the United Kingdom, the United States of America, France, Germany, Australia, Canada or Canadian provinces, (ii) any other European Union member state in which the Group has operations, (iii) any country in whose currency funds are being held specifically pending application in the making of an investment or Capital Expenditure by the Group in that country with such funds or (iv) any other country being a country having one of the two highest rating categories obtainable from any Rating Agency, or (v) an agency or instrumentality of any thereof;

(b) time deposits, certificates of deposit, notes and acceptances issued by (i) banks which are authorised persons with permission to accept deposits under the Financial Services and Markets Act 2000 or by building societies under the Building Societies Act 1986, (ii) banks or institutions authorised to operate as banks that are Finance Parties or (iii) by authorised deposit-taking institutions or institutions authorised to operate as banks in any of the countries referred to in paragraph (a) above, having capital and surplus in excess of $500,000,000 and the commercial paper of the holding company of which is rated not less than A-1 or the equivalent thereof by S&P or not less than P-1 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognised rating agency);

(c) money market instruments, commercial paper or other short term obligations rated not less than A1 by S&P or not less than P1 by Moody’s, or (where a bank or building society is rated by both S&P and by Moody’s) is rated not less than A1 by S&P and not less than P1 by Moody’s;

(d) any cash deposited as collateral against securitised receivables; or

(e) other investments agreed between the Facility Agent and the Parent.

“CCMGC” means CCMG Corporation, a Delaware corporation.

“CD&R” means Clayton, Dubilier & Rice, Inc.

“CD&R Investors” means, collectively (a) Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited partnership, or any successor thereto, (b) CD&R CCMG Co-Investor L.P., a Cayman Islands exempted limited partnership, or any successor thereto, (c) CD&R Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership, or any successor thereto, (d) any affiliate of any of the foregoing, and (e) any successor in interest to any of the foregoing.

“Centre of Main Interests” has the meaning given to it in Article 3(1) of Council Regulation (EC) No 1346/2000 of 29 May 2000 on Insolvency Proceedings.

“Certain Funds Event of Default” means any circumstance constituting an Event of Default under any of the following Clauses:

(a) Clause 23.2 (Misrepresentation) by virtue of a breach of any of the Certain Funds Repeated Representations;

(b) Clause 23.5 (Insolvency and Rescheduling) so far as it relates to Holdco;

(d) Clause 23.11 (Unlawfulness and Invalidity).

“Certain Funds Period” means the period from and including the date of this Agreement to and including the earlier of:

(a) the Closing Date; and

(b) 28 February 2006.

“Certain Funds Repeated Representations” means each of the representations set out in Clause 19.1 (Status), Clause 19.3 (Binding Obligations), Clause 19.4 (Execution of the Finance Documents) Clause 19.8 (Validity and Admissibility in Evidence), Clause 19.25 (US Government Regulations) and Clause 19.27 (The Acquisition).

“Change in Consolidated Working Capital” means for any such period, the amount of Consolidated Working Capital at the beginning of such period minus the amount of Consolidated Working Capital at the end of such period.

“Change of Control” means the occurrence of any of the following events:

(a) at any time prior to the initial registered public offering of CCMGC’s or any Parent Entity’s Voting Stock the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time) of (x) so long as CCMGC is a subsidiary of any Parent Entity, shares of Voting Stock having less than 51% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a subsidiary of another Parent Entity) and (y) if CCMGC is not a subsidiary of any Parent Entity, shares of Voting Stock having less than 51% of the total voting power of all outstanding shares of CCMGC;

(b) on and after the date of the initial registered public offering of CCMGC’s or any Parent Entity’s Voting Stock, (i) (x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time) of (A) so long as CCMGC is a subsidiary of any Parent Entity, shares of Voting Stock having less than 35% of the total voting power of all outstanding shares of such Parent Entity (other than a Parent Entity that is a subsidiary of another Parent Entity) and (B) if CCMGC is not a subsidiary of any Parent Entity, shares of Voting Stock having less than 35% of the total voting power of all outstanding shares of CCMGC and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time), other than one or more Permitted Holders, shall be the “beneficial owner” of (A) so long as CCMGC is a subsidiary of any Parent Entity, shares of Voting Stock having more than 35% of the total voting power of all outstanding shares of a Parent Entity (other than a Parent Entity that is a subsidiary of another Parent Entity) and (B) if CCMGC is not a subsidiary of any Parent Entity, shares of Voting Stock having more than 35% of the total voting power of all outstanding shares of CCMGC or (ii) the Continuing Directors shall cease to constitute a majority of the members of the board of directors of CCMGC; or

provided that for the purposes of this paragraph “Voting Stock” shall mean shares of Capital Stock entitled to vote generally in the election of directors.

“Clean-Up Date” means the date falling 120 days after the Closing Date.

“Closing Date” means the date of the completion of the Acquisition.

“Collateralisation Ratio” means in relation to any C Borrower:

(a) on the Closing Date, 100%; and

(b) on each Collateralisation Test Date, the ratio (expressed as a percentage) equal to (i) that Borrower’s Borrower Equipment Market Value divided by (ii) that Borrower’s Borrower Equipment NBV, in each case calculated as at such

Collateralisation Test Date (provided that such ratio shall not be more than 100%).

“Collateralisation Test Date” means each anniversary of the Closing Date.

“Commitment” means:

(a) when designated “A1”:

(i) in relation to a Bank which is a party hereto as at the date hereof, the amount in each currency set opposite its name under the heading “A1 Commitment” in Part 1 of Schedule 1 (The Banks and their Commitments) and the amount in such currency of any other A1 Commitment transferred to it under this Agreement; and

(ii) in relation to any other Bank, the amount in such currency of any A1 Commitment transferred to it under this Agreement,