EX-4.12 18 a07-7330_1ex4d12.htm EX-4.12

Exhibit 4.12

This AMENDMENT NO. 1, dated as of November 20, 2006 (this “Amendment”), to the Registration Rights Agreement, dated as of December 21, 2005 (as it may be amended from time to time, the “Registration Rights Agreement”), by and among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.), a Delaware corporation (“Hertz Holdings”), and the stockholders of Hertz Holdings listed on the signature pages hereto (collectively, the “RRA Parties”), is entered into by and among the RRA Parties in accordance with Section 12(c) of the Registration Rights Agreement.  Capitalized terms used but not defined herein shall have the meanings given to such terms in, and all references to Articles and Sections herein are references to Articles and Sections of, the Registration Rights Agreement.

The parties hereby agree as follows:

1.                                       Amendment to Section 1(b).  Section 1(b) is hereby amended to increase the number of Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)) that each Principal Investor is entitled to initiate by deleting the words “no more than two Demand Registrations” that appear at the beginning of the first sentence of Section 1(b) and replacing them with the words “no more than three Demand Registrations”.

2.                                       New Section 12(o).  A new Section 12(o) is hereby added to the Registration Rights Agreement, following Section 12(n), as follows:

“12(o) Stockholders Agreement.  This Agreement is subject to Section 3.1 of the Stockholders Agreement”.

3.                                       Counterparts.  This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Amendment.

4.                                       Governing Law.  This Amendment will be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

5.                                       Continuing Effect of Registration Rights Agreement.  Except as amended hereby, the Registration Rights Agreement is hereby confirmed and ratified and shall remain in full force and effect.




IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment by their authorized representatives as of the date first above written.

 

HERTZ GLOBAL HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Paul J. Siracusa

 

 

 

Name: Paul J. Siracusa

 

 

Title: Executive Vice President and
Chief Financial Officer

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CLAYTON, DUBILIER & RICE FUND VII, L.P.

 

By:

CD&R Associates VII, Ltd., its general partner

 

 

 

 

 

 

 

By:

        /s/ Theresa A. Gore

 

 

 

Name: Theresa A. Gore

 

 

Title: Vice President

 

 

 

 

 

 

 

CDR CCMG CO-INVESTOR L.P.

 

By:

CDR CCMG Co-Investor GP Limited, its general partner

 

 

 

 

 

 

 

By:

        /s/ Theresa A. Gore

 

 

 

Name: Theresa A. Gore

 

 

Title: Director

 

 

 

 

 

 

 

CD&R PARALLEL FUND VII, L.P.

 

By:

CD&R Parallel Fund Associates VII, Ltd., its general partner

 

 

 

 

 

 

 

By:

        /s/ Theresa A. Gore

 

 

 

Name: Theresa A. Gore

 

 

Title: Vice President

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CARLYLE PARTNERS IV, L.P.

 

By:

TC Group IV, L.P., its general partner

 

 

By:

TC Group IV, L.L.C., its general partner

 

 

 

By:

TC Group, L.L.C., its sole member

 

 

 

 

By:

TCG Holdings, L.L.C., its managing member

 

 

 

 

 

 

 

By:

        /s/ John F. Harris

 

 

 

Name: John F. Harris

 

 

Title: Managing Director

 

 

 

 

 

 

 

CP IV COINVESTMENT, L.P.

 

By:

TC Group IV, L.P., its general partner

 

 

By:

TC Group IV, L.L.C., its general partner

 

 

 

By:

TC Group, L.L.C., its sole member

 

 

 

 

By:

TCG Holdings, L.L.C., its managing member

 

 

 

 

 

 

 

By:

        /s/ John F. Harris

 

 

 

Name: John F. Harris

 

 

Title: Managing Director

 

 

 

 

 

 

 

CEP II U.S. INVESTMENTS, L.P.

 

By:

CEP II GP, L.P., its general partner

 

 

By: Carlyle Investment GP Corp., its general partner

 

 

 

 

 

 

 

By:

        /s/ John F. Harris

 

 

 

Name: John F. Harris

 

 

Title: Director

 

 

 

 

 

 

 

CEP II PARTICIPATIONS S.à.r.l SICAR

 

 

 

By:

        /s/ John F. Harris

 

 

 

Name: John F. Harris

 

 

Title: Manager

 

 

 

 

 

 

 

By:

        /s/ Christopher Finn

 

 

 

Name: Christopher Finn

 

 

Title: Manager

 

4




 

ML GLOBAL PRIVATE EQUITY FUND, L.P.

 

By:

MLGPE LTD, its general partner

 

 

 

 

 

 

 

By:

        /s/ George A. Bitar

 

 

 

Name: George A. Bitar

 

 

Title: Managing Director

 

 

 

 

 

 

 

MERRILL LYNCH VENTURES L.P. 2001

 

By:

Merrill Lynch Ventures, LLC, its general partner

 

 

 

 

 

 

 

By:

        /s/ George A. Bitar

 

 

 

Name: George A. Bitar

 

 

Title: Executive Vice President

 

 

 

 

 

 

 

ML HERTZ CO-INVESTOR, L.P.

 

By:

ML Hertz Co-Investor GP, L.L.C., its general partner

 

 

By:

ML Global Private Equity Fund, L.P., as sole member

 

 

 

By:

MLGPE LTD, its general partner

 

 

 

 

 

 

 

By:

        /s/ George A. Bitar

 

 

 

Name: George A. Bitar

 

 

Title: Managing Director

 

5




 

CMC-HERTZ PARTNERS, L.P.

 

By:

CMC-Hertz General Partner, L.L.C., its general partner

 

 

 

 

By:

        /s/ Daniel A. D’Aniello

 

 

 

Name: Daniel A. D’Aniello

 

 

Title: Managing Director

 

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