Dated 21 March 2007 SUPPLEMENTAL DEED in respect of an Intercreditor Deed originally dated 21 December 2005 between HERTZ INTERNATIONAL, LTD as Parent HERTZ EUROPE LIMITED as Coordinator THE OBLIGORS BNP PARIBAS as A/C Facility Agent and NZ Facility...

Exhibit 4.5.2.1

EXECUTION VERSION

Dated 21 March 2007

SUPPLEMENTAL DEED
in respect of an Intercreditor Deed
originally dated 21 December 2005

between

HERTZ INTERNATIONAL, LTD
as Parent

HERTZ EUROPE LIMITED
as Coordinator

THE OBLIGORS

BNP PARIBAS as A/C Facility Agent and NZ Facility Agent

BNP PARIBAS as Security Agent

BANCO BNP PARIBAS BRASIL S.A.
as Brazilian Facility Agent

BNP PARIBAS as Australian Security Trustee

THE A1 BANKS

THE A2 BANKS

THE BRAZILIAN BANKS

THE NZ BANKS

THE C BANKS

THE INTRA-GROUP CREDITORS

and

THE EQUITY FINANCE PROVIDERS

0 Xxx Xxxxx Xxxxxx
Xxxxxx XX0X 0XX

TABLE OF CONTENTS

					Page
1.		DEFINITIONS AND INTERPRETATION			2
2.		RESTATEMENT			2
3.		CONTINUITY AND FURTHER ASSURANCE			2
4.		MISCELLANEOUS			3
5.		GOVERNING LAW			3
		SCHEDULE 1	THE PARTIES		4
		SCHEDULE 2	AMENDED INTERCREDITOR DEED		7
		SIGNATURES			S-1

i

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

(1) HERTZ INTERNATIONAL LTD, a corporation incorporated under the laws of the State of Delaware, having (as at the date hereof) its registered office at 000 Xxxx Xxxxxxxxx, Xxxx Xxxxx, Xxx Xxxxxx, 00000 (the “Parent”);

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

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

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

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

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

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

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

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

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

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

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

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

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

(15) HERTZ EUROPE LIMITED, a private limited company incorporated under the laws of England and Wales with company registration number 01008739, having (as at the date hereof) its registered office at Hertz House, 00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx, XX0 0XX (the “Coordinator”).

WHEREAS:

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

1

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

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

NOW THIS DEED WITNESSES as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed:

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

“Effective Date” means the date of this Deed.

1.2 Incorporation of Defined Terms

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

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

1.3 Third Party Rights

A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Deed.

2. RESTATEMENT

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

3. CONTINUITY AND FURTHER ASSURANCE

3.1 Designation as a Finance Document

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

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

2

3.2 Continuing Obligations

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

3.3 Further Assurance

Each Obligor shall, at the reasonable request of the Security Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Deed.

4. MISCELLANEOUS

4.1 Incorporation of Terms

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

4.2 Counterparts

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

5. GOVERNING LAW

This Deed is governed by English law.

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

3

SCHEDULE 1

THE PARTIES

PART 1: DETAILS OF OBLIGORS

THE BORROWERS

HA Funding Pty Limited (ACN 117 549 498)

Car Rental Systems Do Brasil Locação De Veículos Ltda

Hertz Belgium N.V.

Hertz Canada Limited

Hertz France SAS

Equipole Finance Services SAS

Hertz Equipement France SAS

Hertz Autovermietung GmbH

Hertz Italiana S.p.A.

Hertz New Zealand Limited

Hertz AG

BNS Automobile Funding B.V.

Hertz (U.K.) Limited

THE GUARANTORS

Hertz International, Ltd.

The Hertz Corporation

Hertz Australia Pty. Limited (ABN 31 004 407 087)

Hertz Belgium N.V.

Hertz France SAS

Hertz Equipement France SAS

Equipole Finance Services SAS

Hertz Autovermietung GmbH

4

Hertz Italiana S.p.A.

Hertz New Zealand Holdings Limited

Hertz de Espãna X.X.

Xxxxx Alquiler de Maquinaria X.X.

Xxxxx AG

BNS Automobile Funding B.V.

Stuurgroep Holland B.V.

Hertz (U.K.) Limited

Hertz Europe Limited

PART 2: THE A1 BANKS

BNP Paribas

CALYON

Indosuez Finance (UK) Limited

The Royal Bank of Scotland plc

PART 3: THE A2 BANKS

BNP Paribas

CALYON

Indosuez Finance (UK) Limited

The Royal Bank of Scotland plc

PART 4: THE BRAZILIAN BANKS

Banco BNP Paribas Brasil S.A.

Banco Calyon Brasil S.A.

5

PART 5: THE NZ BANKS

BNP Paribas

CALYON

The Royal Bank of Scotland plc, Australia branch

PART 6: THE C BANKS

BNP Paribas

CALYON

The Royal Bank of Scotland plc

PART 7: THE INTRA-GROUP CREDITORS

Equipole S.A.

PART 7: THE EQUITY FINANCE PROVIDERS

The Hertz Corporation

Hertz Finance Centre Limited

6

SCHEDULE 2

AMENDED INTERCREDITOR DEED

7

SIGNATURES

SUPPLEMENTAL DEED RELATING TO THE INTERCREDITOR DEED

PARENT

EXECUTED as a Deed by HERTZ INTERNATIONAL, LTD.					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx

S-1

THE COORDINATOR
EXECUTED as a Deed by HERTZ EUROPE LIMITED					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

S-2

THE BORROWERS

AUSTRALIA
SIGNED, SEALED AND DELIVERED as a Deed		)
for HA FUNDING PTY LIMITED		)
		)
by its attorney/s		)
under power of attorney dated 2 February 2007
	/s/ Nuns Moodliar

S-3

THE BORROWERS
BRAZIL
EXECUTED as a Deed by CAR RENTAL SYSTEMS DO BRASIL			)
LOCAÇÃO DE VEÍCULOS LTDA			)
			)
acting by	/s/ Nuns Moodliar		)
and	/s/ Xxxxxx Xx xx Xxx

X-0

THE BORROWERS
BELGIUM
EXECUTED as a Deed by HERTZ BELGIUM N.V.					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

S-5

THE BORROWERS
CANADA
EXECUTED as a Deed by HERTZ CANADA LIMITED			)
			)
acting by	/s/ Nuns Moodliar		)
and	/s/ Xxx XxXxxx		)

S-6

THE BORROWERS
FRANCE
EXECUTED as a Deed by HERTZ FRANCE SAS			)
			)
acting by	/s/ Nuns Moodliar		)
and	/s/ Xxx XxXxxx		)

S-7

THE BORROWERS
EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

S-8

THE BORROWERS
EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

S-9

THE BORROWERS
GERMANY
EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GmbH				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-10

THE BORROWERS
ITALY
EXECUTED as a Deed by HERTZ ITALIANA S.p.A.				)
				)
acting by Xxxxxxxx Xxxxxxxxx				)
				)
	/s/ Xxxxxxxx Xxxxxxxxx

S-11

THE BORROWERS
NEW ZEALAND
EXECUTED as a Deed by HERTZ NEW ZEALAND LIMITED
by its lawfully appointed attorney:
Nuns Moodliar									/s/ Nuns Moodliar
Name of Attorney							Signature of Attorney
In the presence of:								/s/ Xxx XxXxxx
In the presence of:
/s/ Xxxxx Xxxxxxxxx
Signature of Witness
Xxxxx Xxxxxxxxx
Name of Witness
Solicitor
Occupation
London
City/town of residence

S-12

THE BORROWERS
SWITZERLAND
EXECUTED as a Deed by HERTZ AG					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

S-13

THE BORROWERS
THE NETHERLANDS
EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V.				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

X-00

XXX XXXXXXXXX
XXXXXX XXXXXXX
EXECUTED as a Deed by HERTZ (U.K.) LIMITED				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-15

THE GUARANTORS
PARENT
EXECUTED as a Deed by HERTZ INTERNATIONAL, LTD.				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-16

THE GUARANTORS

EXECUTED as a Deed by THE HERTZ CORPORATION				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-17

THE GUARANTORS

AUSTRALIA
SIGNED, SEALED AND DELIVERED as a Deed			)
for HERTZ AUSTRALIA PTY. LIMITED			)
			)
by its attorney/s			)
under power of attorney dated 7 February 2007
	/s/ Nuns Moodliar

S-18

THE GUARANTORS

BELGIUM

EXECUTED as a Deed by HERTZ BELGIUM N.V.				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-19

THE GUARANTORS

FRANCE

EXECUTED as a Deed by HERTZ FRANCE SAS				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-20

THE GUARANTORS

EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-21

THE GUARANTORS

EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-22

THE GUARANTORS

GERMANY

EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GmbH					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx					)

S-23

THE GUARANTORS

ITALY

EXECUTED as a Deed by HERTZ ITALIANA S.p.A.			)
			)
acting by			)
pursuant to power of attorney dated 23 February 2007			)
	/s/ Xxxxxxxx Xxxxxxxxx

S-24

THE GUARANTORS

NEW ZEALAND

EXECUTED as a Deed by HERTZ NEW ZEALAND HOLDINGS LIMITED
by its lawfully appointed attorney:
Nuns Moodliar					/s/ Nuns Moodliar
Name of Attorney					Signature of Attorney
In the presence of:						/s/ Xxx XxXxxx
/s/ Xxxxx Xxxxxxxxx
Signature of Witness
Xxxxx Xxxxxxxxx
Name of Witness
Solicitor
Occupation
London
City/town of residence

S-25

THE GUARANTORS

SPAIN

EXECUTED as a Deed by HERTZ DE ESPAÑA S.A.			)
			)
acting by	/s/ Xxxxxxx Xxxx Plaza		)
and	/s/ Xxxx Xxxxxx Xxxxxx		)

S-26

THE GUARANTORS

EXECUTED as a Deed by HERTZ ALQUILER DE MAQUINARIA S.L.			)
			)
acting by	/s/ Xxxxxxx Xxxx Plaza		)
and	/s/ Xxxx Xxxxxx Xxxxxx		)

S-27

THE GUARANTORS

SWITZERLAND

EXECUTED as a Deed by HERTZ AG				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-28

THE GUARANTORS

THE NETHERLANDS

EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V.				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-29

THE GUARANTORS

EXECUTED as a Deed by STUURGROEP HOLLAND B.V.					)
					)
acting by		/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx				)

X-00

XXX XXXXXXXXXX

XXXXXX XXXXXXX

EXECUTED as a Deed by HERTZ (U.K.) LIMITED				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-31

THE GUARANTORS

EXECUTED as a Deed by HERTZ EUROPE LIMITED				)
				)
acting by	/s/ Nuns Moodliar			)
and	/s/ Xxx XxXxxx			)

S-32

THE A/C FACILITY AGENT

EXECUTED as a Deed by BNP PARIBAS			)
			)
acting by Iyadh Laalai			)
			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx

S-33

THE BRAZILIAN FACILITY AGENT

EXECUTED as a Deed by BANCO BNP PARIBAS BRASIL S.A.					)
					)
acting by Hitosi Hassegawa, Director
	/s/ Hitosi Hassegawa				)
and					)
	Xxxxx Xxxxxxxx Xxxxx
	/s/ Xxxxx Xxxxxxxx Osser
March 21st, 2007
In the presence of Mrs. Xxxxxxx Xxxxxx, legal supervisor, Banco BNP Paribas Brasil S.A.
	/s/ Xxxxxxx Xxxxxx

S-34

THE NZ FACILITY AGENT

EXECUTED as a Deed by BNP PARIBAS						)
						)
acting by		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Director
		Merchant Banking Group, New York				)
and						)
		/s/ XX xx Xxxxxxxx
		XX xx Xxxxxxxx, Managing Director, New York
	In the presence of Xxx Xxxx Xxxx
	/s/ Xxx Nane Dass

S-35

THE SECURITY AGENT

EXECUTED as a Deed by BNP PARIBAS			)
			)
acting by Iyadh Laalati			)
			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx

S-36

THE AUSTRALIAN SECURITY TRUSTEE
SIGNED, SEALED AND DELIVERED			)
as a Deed by BNP PARIBAS			)
acting by Iyadh Laalai			)
			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx

S-37

THE A1 BANKS
EXECUTED as a Deed by BNP PARIBAS			)
			)
acting by Iyadh Laalai			)
			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx

S-38

THE A1 BANKS
EXECUTED as a Deed by CALYON				)
				)
acting by Xxxxxxxx Xxxxxx				)
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx

S-39

THE A1 BANKS
EXECUTED as a Deed by INDOSUEZ FINANCE (UK) LIMITED				)
				)
acting by Xxxxxxxx Xxxxxx
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx			)
				)

S-40

THE A1 BANKS
EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC				)
				)
acting by its Attorney
	/s/ Authorized Signatory
	Authorized Signatory
	Senior Director
	London
				)
In the presence of
	/s/ Xxxxxxx Xxxxxxxxxxx
	Xxxxxxx Xxxxxxxxxxx
	00 X. Xxxxxxxxxxx
	Xxxxxx
	XX0X 0XX

S-41

THE A2 BANKS
EXECUTED as a Deed by BNP PARIBAS			)
			)
acting by Iyadh Laalai			)
			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx
			)
			)

S-42

THE A2 BANKS
EXECUTED as a Deed by CALYON				)
				)
acting by Xxxxxxxx Xxxxxx
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx
				)
				)

S-43

THE A2 BANKS
EXECUTED as a Deed by INDOSUEZ FINANCE (UK) LIMITED				)
				)
acting by Xxxxxxxx Xxxxxx
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx
				)
				)

S-44

THE A2 BANKS
EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC				)
				)
acting by its attorney
	/s/ Authorized signatory
	Authorized signatory
	Senior Director
	London
In the presence of
	/s/ Xxxxxxx Xxxxxxxxxxx
	Xxxxxxx Xxxxxxxxxxx
	00 X. Xxxxxxxxxxx
	Xxxxxx
	XX0X 0XX

S-45

THE BRAZILIAN BANKS
EXECUTED as a Deed by BANCO BNP PARIBAS BRASIL S.A.					)
					)
acting by Hitosi Hassegawa, Director
	/s/ Hitosi Hassegawa
					)
and					)
	Xxxxx Xxxxxxxx Xxxxx
	/s/ Xxxxx Xxxxxxxx Osser
March 21, 2007
In the presence of Mrs. Xxxxxxx Xxxxxx, legal supervisor, Banco BNP Paribas Brasil S.A.
	/s/ Xxxxxxx Xxxxxx

S-46

THE BRAZILIAN BANKS
EXECUTED as a Deed by BANCO CALYON BRASIL S.A.				)
				)
acting by Valter Klyoshi Shintani
Director Executivo
	/s/ Valter Klyoshi Shintani
	Xxxxx Xxxxxxxxx
	General Manager
	/s/ Xxxxx Xxxxxxxxx
				)
				)
San Paulo-SP/Brasil
In the presence of Xx. Xxxx Xxxxx

S-47

THE NZ BANKS
EXECUTED as a Deed by BNP PARIBAS						)
						)
acting by		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx				)
		Director
		Merchant Banking Group				)
		New York
and
		/s/ XX xx Xxxxxxxx
		XX xx Xxxxxxxx
		Managing Director
		New York
	In the presence of Xxx Nane Dass
	/s/ Xxx Xxxx Xxxx

S-48

THE NZ BANKS
EXECUTED as a Deed by CALYON				)
				)
acting by Xxxxxxxx Xxxxxx
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx
				)
				)

S-49

THE NZ BANKS
EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC,
AUSTRALIA BRANCH				)
				)
acting by its attorney
	/s/ Authorized Signatory
	Authoirzed Signatory
	Senior Director
	London
In the presence of
	/s/ Xxxxxxx Xxxxxxxxxxx
	Xxxxxxx Xxxxxxxxxxx
	00 X. Xxxxxxxxxxx
	Xxxxxx
	XX0X 0XX

S-50

THE C BANKS
EXECUTED as a Deed by BNP PARIBAS			)
			)
acting by Iyadh Laalai			)
and			)
	/s/ Iyadh Laalai
	Paris, March 21st, 2007
	In the presence of Xx. Xxxxxxx Xxxx

S-51

THE C BANKS
EXECUTED as a Deed by CALYON				)
				)
acting by Xxxxxxxx Xxxxxx
	/s/ Xxxxxxxx Xxxxxx
	in Paris in the presence of Xxxxxxx Xxxxxxxx
				)
				)

S-52

THE C BANKS
EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC				)
				)
acting by its attorney
	/s/ Authorized Signatory
	Authoirzed Signatory
	Senior Director
	London
In the presence of
	/s/ Xxxxxxx Xxxxxxxxxxx
	Xxxxxxx Xxxxxxxxxxx
	00 X. Xxxxxxxxxxx
	Xxxxxx
	XX0X 0XX

S-53

THE INTRA-GROUP CREDITORS
EXECUTED as a Deed by EQUIPOLE S.A.					)
					)
acting by		/s/ Nuns Moodliar			)
					)
and	/s/ Xxx XxXxxx

S-54

THE EQUITY FINANCE PROVIDERS
EXECUTED as a Deed by THE HERTZ CORPORATION					)
					)
acting by	/s/ Nuns Moodliar				)
and	/s/ Xxx XxXxxx				)

S-55

THE EQUITY FINANCE PROVIDERS
EXECUTED as a Deed by HERTZ FINANCE CENTRE LIMITED						)
						)
acting by		/s/ Nuns Moodliar				)
and	/s/ Xxx XxXxxx					)

S-56