Exhibit 4.7.4
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (as amended, supplemented, replaced or otherwise modified from time to time) (this “Agreement”), dated as of December 21, 2005 is entered into by each of the undersigned (each, a “Grantor”) in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as Administrative Agent and Collateral Agent for the Lenders.
WHEREAS, Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers, the Lenders party thereto from time to time (the “Lenders”), DBNY as Administrative Agent and Collateral Agent for the Lenders, and certain other parties as named therein have entered into a Credit Agreement, dated as of December 21, 2005 (as amended, supplemented, replaced or otherwise modified from time to time, the “ABL Credit Agreement”);
WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the ABL Credit Agreement that the Grantors and certain of its Affiliates shall have executed and delivered that certain U.S. Guarantee and Collateral Agreement, dated as of December 21, 2005, in favor of the Administrative Agent and Collateral Agent (as amended, supplemented, replaced or otherwise modified from time to time, the “ABL Guarantee and Collateral Agreement”); and
WHEREAS, under the terms of the ABL Guarantee and Collateral Agreement, the Grantors have granted a security interest in certain property, including, without limitation, certain Copyrights of the Grantors to the Administrative Agent and Collateral Agent for the ratable benefit of the Secured Parties, and have agreed as a condition thereof to execute this Agreement for recording with the United States Copyright Office.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantors and the Secured Parties hereby agree as follows:
SECTION 1. DEFINED TERMS.
1.1 Capitalized terms not otherwise defined herein have the meanings set forth in the ABL Credit Agreement or the ABL Guarantee and Collateral Agreement, as applicable.
1.2 “Copyrights” shall mean all United States and foreign copyrights, whether or not the underlying works of authorship have been published or registered, United States and foreign copyright registrations and copyright applications, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof and (iii) the right to sue or otherwise recover for past, present and future infringements and misappropriations thereof.
SECTION 2. GRANT OF SECURITY INTEREST IN COPYRIGHTS. Subject to the terms of the ABL Credit Agreement and the ABL Guarantee and Collateral Agreement, each Grantor hereby grants, subject to the existing licenses to use the Copyrights granted by such Grantor in the ordinary course of its business, to the Collateral Agent, for the ratable benefit of the Secured Parties (subject to the priority of the Euro MTN Lien to the extent provided by the Euro MTN Fiscal Agency Agreement), a security interest in all of the Copyrights of such Grantor, including, without limitation, the Copyrights listed on Schedule A hereto, as collateral security for the prompt and complete payment and performance
when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor.
SECTION 3. PRECEDENCE. The security interest granted hereby is granted in conjunction with the security interest granted by the Grantors to the Secured Parties under the ABL Guarantee and Collateral Agreement. The rights and remedies of the Secured Parties with respect to the security interest granted hereby are in addition to those set forth in the ABL Guarantee and Collateral Agreement. In the event of any conflict between the terms of this Agreement and the terms of the ABL Guarantee and Collateral Agreement, the terms of the ABL Guarantee and Collateral Agreement shall control.
SECTION 4. RECORDATION.
Each Grantor authorizes and requests that the United States Copyright Office and any other applicable government officer record this Agreement.
SECTION 5. MODIFICATION OF AGREEMENT. This Agreement or any provision hereof may not be changed, waived, or terminated except in accordance with the provisions of the ABL Guarantee and Collateral Agreement.
SECTION 6. GENERAL.
(a) Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Secured Parties and Grantor and their respective successors and assigns. Grantor shall not, without the prior written consent of the Secured Parties given in accordance with the ABL Credit Agreement, assign any right, duty or obligation hereunder.
(c) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.
| THE HERTZ CORPORATION |
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| By: | /s/ Harold E. Rolfe |
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| Name: | Harold E. Rolfe |
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| Title: | Senior Vice President |
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| General Counsel & Secretary |
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| HERTZ CLAIM MANAGEMENT CORPORATION |
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| By: | /s/ Harold E. Rolfe |
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| Name: | Harold E. Rolfe |
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| Title: | Assistant Secretary |
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| HERTZ SYSTEM, INC. |
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| By: | /s/ Harold E. Rolfe |
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| Name: | Harold E. Rolfe |
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| Title: | Vice President & Secretary |
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| DEUTSCHE BANK AG, NEW YORK BRANCH, |
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| By: | SEE ATTACHED SIGNATURE PAGE |
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| Name: |
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| Title: |
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| DEUTSCHE BANK AG, NEW YORK BRANCH, as the |
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| By: | /s/ Marguerite Sutton |
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| Name: | Marguerite Sutton |
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| Title: | Director |
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| By: | /s/ Omayra Laucella |
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| Name: | Omayra Laucella |
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| Title: | Vice President |
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ACKNOWLEDGMENT OF GRANTOR
STATE OF New York | ) |
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COUNTY OF New York | ) |
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On this 21st day of December, 2005 before me personally appeared Harold E. Rolfe proved to me on the basis of satisfactory evidence to be the person[s] who executed the foregoing instrument on behalf of the Grantor, who being by me duly sworn did depose and say that he is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation.
| /s/ Beverly Bruno |
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| Notary Public | |
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| BEVERLY BRUNO | |
| Notary Public, State of New York | |
| No. 31-4959464 | |
| Qualified in New York County | |
| Commission Expires Feb. 26, 2006 | |
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