STOCK PURCHASE AGREEMENT

1.1      Share Purchase; Funding .

(a)      Purchase and Sale . Upon the terms and subject to the conditions of this Agreement, at the Closing, Holdings shall sell to Buyer (or to a wholly-owned subsidiary of Buyer), and Buyer (or a wholly-owned subsidiary of Buyer) shall purchase from Holdings, the Shares.

(b)      Purchase Price . In consideration for the sale and transfer of the Shares, and upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay, or cause to be paid, to Holdings (or an Affiliate of Holdings designated by Holdings) an aggregate amount in cash equal to (x) $5,600,000,000 minus (y) the principal amount of and all accrued and unpaid interest on the Holdings Note (the “ Purchase Price ”).

(c)      Repayment of Affiliate Indebtedness . Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall cause the Company to repay all Affiliate Indebtedness referred to in Section 3.6 (the “ Affiliate Indebtedness Repayment Amount ”).

(d)      Repayment of Certain Third Party Indebtedness . At the Closing, and as a condition thereof, Buyer shall cause the Company to purchase the Tendered Notes and shall purchase or repay or cause a Group Member to purchase or repay, as applicable, all of the Indebtedness referred to in Section 3.10(c).

(e)      Payment for Exchange Notes . At the Closing, and as a condition thereof, Buyer shall pay or cause to be paid by the Company to the applicable Exchange Offeror (or to an Affiliate of the Exchange Offeror designated by the Exchange Offeror in writing), cash in an amount equal to the aggregate Exchange Value of any Exchange Notes accepted for exchange in any Exchange Offer in accordance with the terms and conditions hereof on or prior to the Closing, and tendered by the Exchange Offeror for purchase in accordance with Section 3.10(b).

(f)      Source of Funds . At or prior to the Closing, subject to the terms and conditions of this Agreement, (i) Buyer (or a wholly-owned subsidiary of Buyer) shall incur the portion of the Financing to be incurred by it, and (ii) a portion of the proceeds of the Financing, together with (at the option of Buyer) the Company’s cash on hand, together with indebtedness to be incurred by the Company and other Group Members at the Closing, shall be applied to make the payments set forth in this Section 1.1.

(g)      Payment Terms . At the Closing, upon the terms and subject to the conditions of this Agreement, (i) Holdings shall deliver to Buyer (or to a wholly-owned subsidiary of Buyer designated by Buyer at least two Business Days prior to the Closing Date) certificates representing the Shares owned by Holdings duly endorsed, or accompanied by stock powers duly executed and (ii), all payments provided for in this Section 1.1 shall be made by wire transfer of immediately available funds to account(s) designated by the applicable recipients at least two Business Days prior to the Closing Date.

1.2      Closing

2.1      Representations and Warranties of Holdings . Holdings hereby represents and warrants to Buyer as follows:

(a)      Due Organization and Qualification . (i)   Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Holdings (A) has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted and (B) is in good standing and is duly qualified to transact business in each jurisdiction in which it is required to be so qualified, except, in the case of clause (A) or (B), where the failure to have such power and authority or to be in good standing would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the ability of Holdings to consummate the transactions contemplated by this Agreement.

(ii)       The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company (A) has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted and (B) is in good standing and is duly qualified to transact business in each jurisdiction in which it is required to be so qualified, except in the case of clause (A) or (B), where the failure to have such power and authority or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iii)       Each entity listed on Schedule 2.1(a)(iii) (each, a “ Subsidiary ”; each of the Subsidiaries and the Company individually, a “ Group Member ”, and collectively, the “ Group ”) (A) is duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the jurisdiction of organization appearing opposite its name on Schedule 2.1(a)(iii) and (B) has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted and (C) is in good standing and is duly qualified to transact business in each jurisdiction in which it is required to be so qualified, except in the case of clauses (A), (B) or (C), where the failure to have such power and authority or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(iv)       Certificate of Incorporation and By-Laws . Holdings has made available to Buyer a complete and correct copy of the Certificate of Incorporation and the By-Laws (or similar organizational documents), each as amended to date, of the Company and each of the Subsidiaries listed on Schedule 2.1(a)(iii) as a “Material Subsidiary” (each such Subsidiary, a “ Material Subsidiary ”). Neither the Company nor any Subsidiary is, nor has been, in violation of any of the provisions of its Certificate of Incorporation or By-Laws (or similar organizational documents), except in the case of any Subsidiary (other than any Material Subsidiary) for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Holdings has made available to Buyer complete and correct copies of the minutes of all meetings of the Board of Directors of the Company, other than the portion of any minutes regarding the deliberations of the Board of Directors of the Company in connection with entering into this Agreement or pursuing other strategic alternatives, and of the stockholders of the Company, in each case since January 1, 2002.

(b)      Authorization and Validity of Agreement . The execution, delivery and performance by Holdings of this Agreement and the consummation by Holdings of the transactions contemplated hereby have been duly authorized by the Board of Directors of Holdings, and no other corporate action on the part of Holdings is necessary for the execution, delivery and performance by Holdings of this Agreement and the consummation by Holdings of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holdings and is a legal, valid and binding obligation of Holdings, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

(c)      Capitalization .

(i)       100 shares of Common Stock are issued and outstanding as of the date hereof and constitute the Shares. The authorized capital stock of the Company consists of 3,000 shares of Common Stock. No shares of Common Stock are held in treasury. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

(ii)       Except as disclosed in the SEC Filings filed prior to the date hereof, (such filings, excluding the “Risk Factors” sections therein, the “ Prior SEC Filings ”) or on Schedule 2.1(c)(ii), (A) there are no (x) outstanding options, warrants, or other rights, of any kind relating to the sale, purchase, redemption, issuance or voting of any shares of capital stock of any class (whether issued or unissued) or other equity or voting securities of the Company, or (y) securities convertible into, exchangeable for or evidencing the right to purchase from the Company any shares of capital stock of any class or other equity or voting securities of the Company, or (z) equity equivalents, stock appreciation rights, phantom stock or other rights similar to or derived from the economic benefits and rights accruing to holders of any equity interest in the Company, (B) there are no preemptive or similar rights with respect to the issuance, sale or other transfer (whether present, past or future) of the issued or unissued capital stock or other equity interests of the Company and (C) there are no agreements or other obligations (contingent or otherwise) which may require the Company to vote, dispose of, repurchase, redeem or otherwise acquire shares of, or other equity interests in, the Company’s capital stock or to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or other Person. Except as disclosed on Schedule 2.1(c)(ii), from June 30, 2005 to the date hereof, (a) (i) no dividends on or distributions in respect of the Company’s Common Stock have been declared or paid and (ii) there has been no repurchase of any shares of or options in respect of the Company’s capital stock and (b) (i) no dividends on or distributions in respect of any of the non-Wholly Owned Subsidiaries’ capital stock have been declared or paid and (ii) there has been no repurchase of any shares of or options in respect of the capital stock of any Subsidiary.

(iii)       Except as disclosed on Schedule 2.1(c)(iii), with respect to each Subsidiary, (A) there are no (x) outstanding options, warrants, or other rights of any kind relating to the sale, purchase, redemption, issuance or voting of any shares of capital stock (whether issued or unissued) or other equity or voting security, in or of such Subsidiary which are binding on any Group Member, (y) securities convertible into, exchangeable for or evidencing the right to purchase from any Group Member any shares of capital stock of any class or other equity or voting securities of any such Subsidiary, (z) equity equivalents, stock appreciation rights, phantom stock, or other right similar to or derived from the economic benefits and rights accruing to holders of any equity interest in, any such Subsidiary, (B) there are no preemptive or similar rights with respect to the issuance, sale or other transfer (whether present, past or future) of the issued or unissued capital stock, or other equity interests, of such Subsidiary and (C) there are no agreements or other obligations (contingent or otherwise) which may require any Group Member to vote, dispose of, repurchase, redeem or otherwise acquire shares of, or other equity interest in, such Subsidiary’s capital stock or to make any investment (in the form of a loan, capital contribution or otherwise) in such Subsidiary or other Person, in each case other than options, warrants and other rights running in favor of the Company and Subsidiaries in which the Company directly or indirectly owns at least a 99.0% equity interest (each such Subsidiary, a “ Wholly Owned Subsidiary ”).

(d)      Subsidiaries . Except as disclosed on Schedule 2.1(d), (i) there are no entities in which the Company directly or indirectly owns or controls more than 50% of the voting power, other than the Subsidiaries, (ii) there are no entities in which the Company directly or indirectly owns an equity interest, other than the Subsidiaries and (iii) all capital stock and equity interests in each Subsidiary are owned beneficially and of record by the Company and/or

Wholly Owned Subsidiaries, free and clear of any Encumbrance other than restrictions imposed on U.S. Subsidiaries by applicable securities Laws and restrictions on transfer imposed on non-U.S. Subsidiaries by applicable Laws.

(e)      Ownership of the Shares . Holdings is the record and beneficial owner and holder of the Shares. The Shares are held free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws. Upon the transfer of the Shares to Buyer on the Closing Date in accordance with this Agreement, Buyer will receive good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws.

(f)      No Conflict . Except as set forth on Schedule 2.1(f), as specifically contemplated in this Agreement or, in the case of clauses (i), (ii) and (iv) of this Section 2.1(f) only, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or be expected to prevent, materially delay or materially impede the ability of Holdings to consummate the transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement by Holdings and consummation by Holdings of the transactions contemplated hereby:

(i)       will not violate any provision of any Law or order, writ, injunction, judgment or decree (“ Orders ”) of the European Union, any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, court or instrumentality, whether domestic or foreign (“ Governmental Authority ”) applicable to Holdings or any Group Member;

(ii)       will not require any license, consent, clearance, authorization, permit, qualification, waiver, order or approval of, or filing with or notice to, any Governmental Authority (each, a “ Consent ”) under any provision of Law applicable to Holdings or any Group Member, except for (A) the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (B) any filing with the European Commission of a merger notification in accordance with Council Regulation (EC) 139/2004, the E.C. Merger Regulation (the “ ECMR ”), (C) the applicable requirements of any competent antitrust or competition Governmental Authority of any member state of the European Union, (D) the applicable requirements of the Canadian Bureau of Competition (the “ CBC ”), (E) the applicable requirements of any competent Australian antitrust or competition Governmental Authority (the “ Australian Authority ”), (F) the applicable requirements of antitrust, competition or other similar Laws, rules, regulations and judicial doctrines of jurisdictions, other than the United States and the European Union, or of investment Laws relating to foreign ownership (the Laws and requirements described in clauses (B) through (F), collectively, the “ Foreign Antitrust Laws ”), (G) the applicable requirements of insurance law and regulatory authorities in (x) Bermuda (the “ Bermuda Insurance Laws ”) in connection with an indirect transfer of control of HIRE (Bermuda) Limited, an insurance company domiciled in Bermuda (“ HIRE (Bermuda) ”), (y) Ireland (the “ Irish Insurance Laws ”) in connection with an indirect transfer of control of Probus Insurance Company Europe Limited, an insurance company domiciled in Ireland (“ Probus ”) and (z) any U.S. state or other foreign jurisdiction (the “ State and Foreign Insurance Laws ”, and together with Bermuda Insurance Laws, and Irish Insurance Laws, the “ Applicable Insurance Laws ”) in connection with an indirect transfer of control of any Group Member that is

licensed as an insurance company or as an insurance agent, insurance broker, third-party administrator or claims adjustor, (H) the applicable requirements of the Department of Finance of Ireland in respect of the tax operating certificates of each of Probus and Hertz International Re Limited (“ HIRE ”), a reinsurance company domiciled in Ireland (the “ Irish Finance Requirements ”), (I) the filing with the Connecticut Department of Environmental Protection (“ Connecticut DEP ”), and (J) any other Consent which is applicable solely as a result of the specific regulatory status of Buyer or its Affiliates or which Buyer or its Affiliates are otherwise required to obtain;

(iii)       will not violate any provision of the limited liability company operating agreement of Holdings or the Certificate of Incorporation or By-Laws of the Company; and

(iv)       will not require any consent, approval or notice under, and will not conflict with, or result in the breach or termination of, or constitute a default (or an event which, with notice or lapse of time or both, would become a breach or default or give to others a right of termination) under, result in the acceleration of the performance or the loss of any benefit by any Group Member under, or result in the creation of an Encumbrance on any property or asset of any Group Member pursuant to, any indenture, mortgage, deed of trust, lease, license, franchise, contract (written or oral), agreement, permit or other binding commitment, instrument or obligation to which any Group Member is a party or by which any of the assets of the Group are bound or affected.

(g)      SEC Filings; Financial Statements . Except as set forth on Schedule 2.1(g):

(i)       the Company has timely filed all forms, reports, schedules, declarations, statements, applications and other documents required to be filed with the United States Securities and Exchange Commission (“ SEC ”) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) since December 31, 2003. For purposes of this Agreement, all forms, reports, schedules, declarations, statements, applications and other documents filed with the SEC since December 31, 2004 under the Exchange Act or the Securities Act of 1933, as amended (the “ Securities Act ”), are collectively referred to as the “ SEC Filings ”. Each SEC Filing, when filed, complied in all material respects with the applicable requirements of the Exchange Act, as the case may be, and other applicable federal securities Laws as in effect on the date so filed, and none of the SEC Filings (including any financial statements or schedules included or incorporated by reference therein), when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)       each of the audited and unaudited financial statements (including any related notes) included in the SEC Filings (the “ Financial Statements ”), when filed, complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with generally accepted accounting principles (“ GAAP ”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q and Regulation S-X) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and, when filed, fairly

presented in all material respects the consolidated financial position of the Group at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, which were not and are not expected to be material in amount);

(iii)       Other than the Holdings Note, as of the date hereof, no Group Member owes any Indebtedness to Ford or any of its Affiliates (other than the Group);

(iv)       Since the enactment of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), the Company has been and is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder;

(v)       The Company has designed disclosure controls and procedures to ensure that material information relating to the Company, including its subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities;

(vi)       The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, to the Knowledge of Holdings, the Company has not received any complaints since December 31, 2004 regarding accounting, internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters; and

(vii)       As of the date hereof, to the Knowledge of Holdings, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. To the Knowledge of Holdings, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, when first due.

(h)      Absence of Certain Changes . Except as disclosed on Schedule 2.1(h)(i) hereto, since June 30, 2005 there has not been any Material Adverse Effect and there has not been any fact, event, change or circumstance that would be reasonably likely to have a Material Adverse Effect. Except as a result of the execution and delivery of this Agreement, as expressly contemplated hereby or as disclosed in Prior SEC Filings or on Schedule 2.1(h)(ii), from June 30, 2005 to the date of this Agreement, (i) the business of the Group has been conducted in all material respects in the ordinary course consistent with past practice and (ii) except for transactions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Group Member has taken any action or omitted to take any action

that would, after the date hereof, be prohibited by clause (iv), (v), (vi), (x), (xii), (xiii) and (xv) through (xix) of Section 3.2.

(i)      Absence of Undisclosed Liabilities . Except as disclosed in the Prior SEC Filings or on Schedule 2.1(i), no Group Member has any obligations or liabilities (whether accrued, absolute, contingent or otherwise) that are required to be set forth on a balance sheet prepared in accordance with GAAP, except (A) liabilities reflected on the unaudited condensed consolidated balance sheet of the Group as of June 30, 2005   or the notes thereto included in the Financial Statements, (B) liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2005 that would not be prohibited by this Agreement, (C) liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (D) obligations and liabilities otherwise expressly disclosed in this Agreement or the Schedules hereto and (E) obligations and liabilities incurred at the prior written request or with the prior written consent of Buyer.

(j)      Real and Personal Properties . Real and Personal Properties. (i)   Schedule 2.1(j)(i)-1 lists, and Buyer has been furnished true, correct and complete copies of, all instruments and agreements (A) granting to the Group ownership, leasehold and associated concession or operating rights with respect to the real property constituting each rental location of the Group from which net revenues in the year 2004 exceeded $50,000,000 and (B) granting to the Group ownership of the real property constituting the Hertz World Headquarters, Park Ridge, New Jersey, and the Hertz Financial, Administrative, Reservation and Data Centers in and about Oklahoma City, Oklahoma, and the leasehold rights in the real property constituting the Hertz Europe Service Center, Swords, Ireland, the Saraland, Alabama reservations center and the Hertz Europe Ltd. headquarters, Uxbridge, U.K. (all such interests in real property and associated concession and operating rights referred to in clauses (A) and (B), the “ Material Real Property ”). The Company or one of its Subsidiaries has good, valid and marketable title to each parcel of Material Real Property owned in fee, and a good and valid leasehold interest, or interest as a tenant at sufferance or concession and operating rights, in each parcel of Material Real Property leased or operated under such concession or operating right by the Group, except as would not, individually or in the aggregate, have a Material Adverse Effect. The interests of the Group in the Material Real Property are free and clear of all liens, claims, encumbrances, security interests or other charges or rights of other Persons (“ Encumbrances ”), except (A) as set forth on Schedule 2.1(j)(i)-2, (B) as disclosed in the Financial Statements, (C) for liens for taxes, assessments and other governmental charges not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings, during which collection or enforcement against the Material Real Property is stayed, (D) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business consistent with past practices, (E) with respect to real property, (1) any conditions, including easements, licenses, covenants, rights-of-way and other similar restrictions that may be shown by survey or title report, (2) incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary course of business of the Company and (3) zoning, building and other similar restrictions, and (F) other Encumbrances which would not reasonably be expected to have a Material Adverse Effect (those Encumbrances described in clauses (A) through (E), “ Permitted Encumbrances ”). With respect to any portion of the Material Real Property that constitutes a leasehold interest or concession or operating

right, Holdings has no Knowledge of the termination of, and no Group Member has received any written notice from the landlord or grantor of such rights terminating (by reason of a default or otherwise) any such leasehold interest, concession or operating right. With respect to all real property utilized by the Group in the conduct of its business, other than the Material Real Property, Group Members have good, valid and marketable title to, or a good and valid leasehold interest, license or concession rights in, such property, except as would not reasonably be expected to have a Material Adverse Effect.

(ii)       Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except for personal property disposed of since June 30, 2005 in the ordinary course of business consistent with past practice, Group Members have good and valid title to, or a valid and enforceable leasehold interest in, all of the Group’s personal property (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally)   (A) that is used or held for use in connection with the business of the Group and is reflected on or included in the unaudited condensed consolidated balance sheet of the Group as of June 30, 2005 included in the Financial Statements or (B) acquired by Group Members after June 30, 2005 and which would be reflected on or included in such a balance sheet prepared as of the date this representation is made, in each case free and clear of all Encumbrances other than Permitted Encumbrances.

(k)      Tax Matters .

(i)      Certain Defined Terms . For purposes of this Agreement, the following definitions shall apply:

(A)      The term “ Taxes ” shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government (collectively, “ Taxing Authority ”), which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and state income taxes), payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, sales and use taxes, ad valorem taxes, value added taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, and other obligations of the same or of a similar nature to any of the foregoing, which any Group Member is required to pay, withhold, collect or for which it is otherwise liable.

(B)      The term “ Returns ” shall mean all reports, estimates, declarations of estimated Tax, information statements, forms and returns relating to, or required to be filed in connection with, any Taxes.

(ii)      Returns Filed and Taxes Paid . Except as set forth on Schedule 2.1(k)(ii) or as would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group, taken as a whole, (A) all Returns required to be filed by or on behalf of Group Members insofar as they relate to any Group

Members have been duly filed on a timely basis and any such filed Returns are true, complete and correct, (B) all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis, (C) each Group Member has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party for all periods for which the statute of limitations has not expired, and (D) there are no liens on any of the assets of the Group with respect to Taxes, other than liens for Taxes not yet due and payable or for Taxes that Group Members are contesting in good faith through appropriate proceedings and for which appropriate reserves in accordance with GAAP have been established by the appropriate Group Member.

(iii)      Tax Deficiencies; Audits, Statutes of Limitations . Except as set forth on Schedule 2.1(k)(iii) or as would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group, taken as a whole, (A) there is no audit, examination, investigation or other proceeding by a governmental or Taxing Authority in process or pending or, to the Knowledge of Holdings, threatened in writing with respect to any Returns of any Group Member, (B) no deficiencies exist or have been asserted, in writing, with respect to any Taxes of the Group Members and no Group Member has received written notice that it has not filed a Return or paid Taxes required to be filed or paid by it, (C) no Group Member is a party to any action or proceeding for assessment or collection of any Taxes, nor has such event been asserted, in writing, against any Group Member or any of its assets and (D) no Group Member has waived any statute of limitations in respect of a material amount of Taxes or agreed to any extension of time with respect to an assessment or deficiency for a material amount of Taxes (other than pursuant to extensions of time to file Returns obtained in the ordinary course and other than Tax Returns filed on a consolidated, combined or unitary basis with Ford or any of its affiliates).

(iv)      Affiliated Group . The domestic corporate Group Members are members of an “affiliated group” (the “ Affiliated Group ”) within the meaning of Section 1504(a) of the Code and Ford is the “common parent” of the Affiliated Group. Ford and all domestic corporate Group Members join in filing a consolidated U. S. federal Income Tax Return. For purposes of this Section 2.1(k) and Article VI, “domestic” has the meaning set forth in Section 7701(a)(4) of the Code. Except with respect to the Affiliated Group or as set forth on Schedule 2.1(k)(iv) or as would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group, taken as a whole, none of the Group Members has been included in any “consolidated,”“unitary” or “combined” Return provided for under any Law with respect to Taxes for which any Member may be liable for any taxable period for which the statute of limitations has not expired.

(v)      Tax Sharing . Except as set forth on Schedule 2.1(k)(v) or as would not reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Group, taken as a whole, there are no tax sharing, allocation, indemnification or similar agreements in effect between any of the Group Members and any other Person (other than solely with other Group Members), except for (i) customary agreements to indemnify lenders or security holders in respect of Taxes, and (ii) customary tax sharing obligations under commercial lease agreements.

(vi)      Classifications . Each of Hertz Fleet Funding LLC, Hertz General Interest LLC, Hertz Vehicle Financing LLC and Hertz Vehicles LLC is classified as a disregarded entity for U.S. federal income tax purposes.

(l)      Compliance with Laws; Permits and Filings . Except as disclosed in the Prior SEC Filings or on Schedule 2.1(l), (A) no Group Member has received any written notice from any Governmental Authority, and Holdings does not have Knowledge, (x) that any Group Member is not in compliance with any of the Laws applicable to the Group Members, their respective businesses or by which any property or asset of any Group Member is bound, or (y) that revokes or threatens to revoke any permits, licenses, certificates, easements, approvals, concessions, leases or other authorizations or consents of a Governmental Authority necessary to own, lease and operate its properties, and to conduct their respective businesses as presently conducted (“ Permits ”), (B) each Group Member (x) is, and has been since December 31, 2003, in compliance with any Law applicable to such Group Member, its business or by which any property or asset of such Group Member is bound, and (y) is in possession of any and all Permits, except in the case of (A) or (B) above, where such failure to be in compliance or such failure to be in possession of such Permit would not reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by this Agreement will not result in any revocation, cancellation or suspension of any such Permit, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Notwithstanding anything herein to the contrary, Holdings makes no representation or warranty in this Section 2.1(l) with respect to Tax matters, environmental matters, employee benefit matters or labor and employment matters.

(m)      Legal Proceedings . There are no actions, suits or proceedings pending or, to the Knowledge of Holdings, threatened against the Group, except for proceedings (i) disclosed in the Prior SEC Filings, (ii) disclosed on Schedule 2.1(m), (iii) seeking damages (including punitive damages) or other remedies for death, bodily injury or property damage allegedly arising from the operation of vehicles and construction and industrial equipment in which Group Members have interests and (iv) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)      Environmental Matters .

(i)       Except as disclosed in the Prior SEC Filings or on Schedule 2.1(n) or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(A)      Each Group Member is and has been in compliance with all applicable Environmental Laws;

(B)      Each Group Member possesses the Permits required under applicable Environmental Laws for it to operate as it currently operates;

(C)      no Group Member has received any written notice or claim against it alleging a violation of any Environmental Laws, other than such notices or claims that have been resolved;

(D)      no Group Member has received any written notice or claim alleging that it is or may be liable to any Person under any applicable Environmental Law as a result of a release or threatened release of any Hazardous Substance at any location, other than such notices or claims that have been resolved; and

(E)      no Group Member is a party to any pending judicial or administrative proceedings or, to the Knowledge of Holdings, the subject of any investigations by any Governmental Authority, pursuant to any Environmental Laws.

(ii)       For purposes of this Agreement, the following terms shall have the meanings assigned below:

(A)      “ Environmental Laws ” shall mean any and all laws (including common law), statutes, codes, regulations, ordinances, decrees or orders of the United States, any other nation, and any state, local, or municipal authority thereof, regulating or imposing liability or standards of conduct concerning pollution or protection of human health as it relates to exposure to Hazardous Substances or the environment, including surface water, groundwater, ambient air, surface or subsurface soil, or wildlife habitat.

(B)      “ Hazardous Substances ” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, hazardous wastes, toxic or hazardous substances, asbestos, pollutants, or contaminants defined as such in or regulated under any applicable Environmental Law.

(iii)       Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 2.1(n) and Section 2.1(i) shall be deemed the only representations and warranties in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Substances.

(o)      Employee Benefit Plans .

(i)       All material “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)), but excluding any plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA (“ Multiemployer Plan ”), deferred compensation, change in control or employment, vacation, fringe benefit, incentive, bonus, stock option, stock purchase, or restricted stock plans, programs, agreements or policies contributed to or maintained by any Group Member or with respect to which any Group Member has or is reasonably expected to have any liability for the benefit of any current or former employee, officer, consultant, independent contractor or director of any Group Member (such persons, collectively, “ Group Employees ”, and such plans, programs, agreements and policies, collectively, the “ Benefit Plans ”), other than those Benefit Plans disclosed in the SEC Filings filed prior to the date hereof or required by the Laws of the applicable jurisdictions to be so maintained, are set forth on Schedule 2.1(o)(i).

(ii)       With respect to each Benefit Plan, Holdings has made available to Buyer a true and complete copy thereof (or, if a plan is not written, a written summary of the material terms thereof) and, to the extent applicable, (v) any related trust or custodial agreement or other

funding instrument, (w) the most recent determination letter, if any, received from the Internal Revenue Service (the “ IRS ”), (x) any current summary plan description or employee handbook, (y) for the most recently completed year (A) the Form 5500 and attached schedules or comparable foreign filing or report, (B) audited financial statements and (C) actuarial valuation reports and (z) copies of any material correspondence from the IRS, SEC, Pension Benefit Guaranty Corporation, Department of Labor or any comparable foreign Governmental Authority relating to the operation of such Benefit Plan.

(iii)       Each Benefit Plan has been established and administered and is in compliance with the terms of such Benefit Plan and all applicable Laws, except where the failure thereof would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(iv)       Each Benefit Plan that is intended to be qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), has received a favorable determination letter regarding such qualification from the IRS and, to the Knowledge of Holdings, nothing has occurred that could reasonably be expected to adversely affect such qualification. The Hertz (UK) 1972 Pension Plan UK Plan has been registered and has been maintained in good standing with all applicable United Kingdom Governmental Authorities, and, to the Knowledge of Holdings, nothing has occurred that could reasonably be expected to adversely affect such status.

(v)       There are no pending or, to the Knowledge of Holdings, threatened claims or litigation with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries or that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(vi)       Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (x) no Group Member has incurred any liability under Title IV of ERISA that has not been satisfied in full and (y) to the knowledge of the Holdings, no condition exists that is likely to cause any Group Member to incur any such liability (other than liability for premiums due the Pension Benefit Guaranty Corporation).

(vii)       Except as set forth on Schedule 2.1(o)(vii), no Benefit Plan exists that provides that the execution of this Agreement or the consummation of the transactions contemplated hereby will (either alone or upon occurrence of any additional or subsequent events) result in any payment, acceleration, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Group Employee under any Benefit Plan, or will result in the triggering or imposition of any restrictions or limitations on the right of any Group Member to amend or terminate any Benefit Plan.

(p)      Labor and Employment Matters . (i)   Except as disclosed in the Prior SEC Filings or on Schedule 2.1(p)(i), or as would not reasonably be expected to have a Material Adverse Effect, there is no strike, slowdown or work stoppage by, or lockout of, or other labor dispute involving any Group Employees pending or, to the Knowledge of Holdings, threatened as of the date hereof.

(ii)       Schedule 2.1(p)(ii) sets forth a true and complete list of each Multiemployer Plan in which any Group Member participates other than any entered after the date hereof in compliance with this Agreement.

(q)      Intellectual Property . (i)   Except as disclosed in the SEC Filings filed prior to the date hereof or on Schedule 2.1(q) or as would not reasonably be expected to have a Material Adverse Effect, (A) Group Members own (free and clear of all Encumbrances other than Permitted Encumbrances), or have obtained a license or other right to use, the Intellectual Property necessary to the conduct of the Group’s businesses as conducted on the date hereof, and (B) to the Knowledge of Holdings, (x) no actions or claims have been asserted in writing by any third party (1) challenging the validity or ownership of any such Intellectual Property or the Group’s right to use such Intellectual Property, or (2) claiming that any Group Member is infringing any Intellectual Property owned by third parties, in each case other than actions, proceedings and claims that have been finally adjudicated with no further right of appeal, (y) the Intellectual Property that is registered with Governmental Authorities in the name of any Group Member is valid and enforceable, and (z) no third party is infringing any Intellectual Property owned by any Group Member (it being understood that third parties may be making authorized uses of certain Intellectual Property). For purposes of this Agreement, “ Intellectual Property ” shall mean all U.S. and foreign patents, inventions, trademarks, service marks, trade names, corporate names, domain names, logos, trade dress, trade secrets, copyrights and copyrightable works, and all registrations or applications related thereto, and databases and computer software.

(ii)       Holdings has furnished to the Buyer copies of all material Intellectual Property license agreements pursuant to which (A) any third party grants any Group Member any rights in any Intellectual Property, or (B) any Group Member grants to any third party any rights in any Intellectual Property other than such license agreements the absence of possession of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(iii)       Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Knowledge of Holdings, each Group Member is in compliance with all applicable contractual and legal requirements pertaining to information privacy and security, including without limitation any privacy policies concerning the collection and use of personally identifiable information.

(r)      Specified Contracts . (i)   Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Specified Contract is a legal, valid and binding obligation of a Group Member (and, to Holdings’ Knowledge, of the counterparty thereto) and is in full force and effect and enforceable against such Group Member (and, to Holdings’ Knowledge, against the counterparty thereto) in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally). No Group Member is and, to Holdings’ Knowledge, no counterparty is in breach or violation of, or default under, any Specified Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Holdings, no event has occurred which would result in a breach or violation of, or a default under, any Specified Contract (in each case, with or without notice or lapse of time or both).

(ii)       For purposes of this Agreement, the term “ Specified Contract ” means any of the following contracts, agreements, commitments or understandings, written or oral, together with all exhibits and schedules thereto (“ Contracts ”), if applicable, to which any Group Member is a party, or by which any Group Member or any of their respective properties or assets are bound or affected, all of which, as of the date hereof, are listed on Schedule 2.1(r) to the extent not filed as an exhibit to a Prior SEC Filing:

(A)      any Contract filed (or that will be required to be filed) as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed or required to be disclosed by the Company in a Current Report on Form 8-K;

(B)      any limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any material partnership or joint venture (other than a Subsidiary) other than any such agreement or arrangement entered into by the Company at the request of any entity operating an airport at which the Company has rental facilities;

(C)      any credit agreement, indenture, note or other instrument (other than among consolidated Subsidiaries) evidencing Indebtedness having an outstanding principal amount in excess of $10,000,000;

(D)      any Contract that constitutes a leasehold interest or concession or operating right for any Material Real Property which is required to be listed on Schedule 2.1(j)(i)-1; and

(E)      any Contract relating to the acquisition of a business or the acquisition of any interest in real property for consideration in excess of $25,000,000 if such acquisition is still pending or was completed in 2005.

(iii)       (A) Each Group Member that is a party to any Contract for the repurchase of motor vehicles is, and to the Knowledge of Holdings, the counterparty to such Contract is, in compliance with the terms of such Contract, and (B) each such Contract is in full force and effect and enforceable against such Group Member (and, to Holdings’ Knowledge, against the counterparty thereto), in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally) except for any failures to be in compliance or to be enforceable as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(s)      Sufficiency of Assets; Relationship with Affiliates of Holdings . (i) Except as specifically disclosed in the “Certain Relationships and Related Transactions” sections of the Prior SEC Filings or Schedule 2.1(s), neither Holdings nor any Affiliate of Holdings, other than the Group, owns or makes available any of the assets, properties or rights that are necessary to conduct the business of the Group substantially as it is currently conducted. As of the date hereof, there are no material contracts, agreements or arrangements between Group Members, on the one hand, and Holdings or any Affiliate of Holdings (other than Group Members), on the other hand (all such contracts, agreements and arrangements, whether or not

material, “ Affiliate Agreements ”) that are not disclosed on Schedule 2.1(s). As of the date hereof, all contracts, agreements or arrangements between Group Members, on the one hand, and Holdings or any Affiliate of Holdings (other than Group Members), on the other hand, not listed on Schedule 2.1(s), if any, were, in the judgment of the parties thereto, entered into on an arms-length basis.

(t)      Brokers, Finders, etc. Neither Holdings nor any Group Member has engaged, or is subject to any valid claim of, or is bound by any arrangement or agreement with, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be or is entitled to a fee or commission from any Group Member in connection with such transactions. Holdings will be responsible for any fees and commissions payable in connection with the transactions contemplated by this Agreement to its advisors.

(u)      Notification of Certain Matters . As of the Closing, Holdings shall not have failed to provide notice of the occurrence, or failure to occur, of any event which occurrence or failure to occur would cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, or (b) any material failure of Holdings to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

(v)      Investigation . Except to the extent Holdings has otherwise advised Buyer in writing, Holdings has no Knowledge (to the actual Knowledge of those persons identified on part 2.1(v) of Schedule 7.12(b)) of any of the representations or warranties contained in Section 2.2 being untrue or incorrect as of the date hereof.

2.2      Representations and Warranties of Buyer . Buyer hereby represents and warrants to Holdings as follows:

(a)      Due Organization and Power . Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Buyer (A) has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted and (B) is in good standing and is duly qualified to transact business in each jurisdiction in which it is required to be so qualified, except, in the case of clause (A) or (B), where the failure to have such power and authority or to be in good standing would not reasonably be expected to prevent, materially delay or materially impede the ability of Buyer to consummate the transactions contemplated by this Agreement.

(b)      Authorization and Validity of Agreement . The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized in accordance with the laws and organizational documents of Buyer, and no other corporate action on the part of Buyer (or any member, partner, joint venturer, shareholder, board, director or officer of Buyer) is or will be necessary for the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby. This Agreement has been duly executed and

delivered by Buyer and is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

(c)      No Conflict . Except in the case of clauses (i), (ii) and (iv) of this Section 2.2(c) only, for any consent, approval, filing or notice that would not reasonably be expected to prevent, materially delay or materially impede the ability of Buyer to consummate the transactions contemplated by this Agreement, the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby:

(i)       will not violate any provision of Law or Order applicable to Buyer or any of its Affiliates;

(ii)       will not require any Consent or approval of, or filing or notice to, any Governmental Authority under any provision of Law applicable to Buyer, except for (A) the requirements of the HSR Act, (B) the applicable requirements of any other Foreign Antitrust Laws, (C) the applicable requirements of Applicable Insurance Laws, (D) applicable Irish Finance Requirements, (E) any requirements of the Connecticut DEP and (F) any Consent, which is applicable solely as a result of the specific regulatory status of Holdings or any Group Member or which Holdings or any Group Member is otherwise required to obtain;

(iii)       will not violate any provision of the certificate of incorporation or by-laws or other governing documents of Buyer; and

(iv)       will not require any consent or approval under, and will not conflict with, or result in the breach or termination of, or constitute a default under, or result in the acceleration of the performance by Buyer under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or other instrument to which Buyer is a party or by which it or any of its assets is bound.

(d)      Brokers, Finders, etc . Buyer has not employed, and is not subject to, the valid claim of, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission from Holdings or any Group Member in connection with such transactions.

(e)      Financing . Concurrently with the execution of this Agreement, Buyer has delivered correct and complete copies of (i) executed commitment letters, dated the date hereof (the “ Equity Commitment Letters ”), from Clayton, Dubilier & Rice Fund VII, L.P., Carlyle Partners IV, L.P., ML Global Private Equity Fund, L.P. (collectively, the “ Equity Funds ”) and Merrill Lynch Ventures L.P. 2001 to provide equity financing in an aggregate amount of $2.295 billion to fund a portion of the Purchase Price (the “ Equity Financing ”), and (ii) an executed commitment letter, dated the date hereof (the “ Debt Commitment Letter ”), from Lehman Brothers Inc., Lehman Commercial Paper Inc., Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P., Goldman, Sachs & Co.,

JPMorgan Chase Bank, N.A., and J.P. Morgan Securities Inc. to provide Buyer or the applicable Group Member with (A) up to $2.1 billion in senior secured term loan financing (the “ Senior Secured Term Loan Financing ”), (B) up to $1.5 billion in asset-based senior secured financing (the “ ABL Financing ”), (C) up to $3.05 billion in interim financing (the “ Bridge Financing ”), (D) up to $5.937 billion in asset-backed securities financing (the “ ABS Financing ”) and (E) up to $2.4 billion in international bridge financing (the “ International ABS Bridge Financing ”, and together with the Senior Secured Term Loan Financing, the ABL Financing, the Bridge Financing, the ABS Financing and any high yield debt financing used to fund the acquisition in lieu of the Bridge Financing (the “ High Yield Financing ”), being collectively referred to as the “ Debt Financing ”, and the Debt Financing together with the Equity Financing being collectively referred to as the “ Financing ”). Subject to its terms and conditions, the Financing, when funded in accordance with the Equity Commitment Letters and the Debt Commitment Letter, will, together with cash on hand held by the Company or another Group Member, provide financing sufficient to pay the Purchase Price, all other amounts called for to be paid or repaid under Sections 1.1, 3.6, 3.9 and 3.10 (whether payable on or after the Closing) and all of Buyer’s fees and expenses associated with the transactions contemplated in this Agreement. As of the date hereof, each of the Equity Commitment Letters in the form so delivered is, and to the Knowledge of Buyer, the Debt Commitment Letter in the form so delivered is, valid and in full force and effect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of the Equity Commitment Letters or the Debt Commitment Letter.  Except as set forth, described or provided for in the Equity Commitment Letters and the Debt Commitment Letter, (x) there are (I) no conditions precedent to the respective obligations of the Equity Funds and Merrill Lynch Ventures L.P. 2001 to fund the Equity Financing, or (II) material conditions precedent to the respective obligations of the Committing Lenders (as defined in the Debt Commitment Letter) to fund the Debt Financing, and (y) there are no express contractual contingencies under any agreement relating to the transactions contemplated by this Agreement to which the Buyer or any of its Affiliates is a party that would permit any of the Equity Funds, Merrill Lynch Ventures L.P. 2001 and the Committing Lenders to reduce the total amount of the Financing (other than, in the case of the Debt Financing, to provide for “OID” that the applicable borrower is permitted to finance with revolving borrowings) or impose any additional condition precedent to the availability of the Equity Financing or any additional material condition precedent to the availability of the Debt Financing. As of the date hereof, Buyer has no reason to believe that any of the conditions to the Financing will not be satisfied on a timely basis. Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter to be paid as of the date hereof. If the Debt Financing (or alternative debt financing as contemplated by Section 3.9) is obtained, or if the conditions to the funding thereunder are satisfied (other than the availability of funding under the Equity Commitment Letters and provided that the lenders do not default in their obligations to provide such financing), Buyer shall have at the Closing proceeds in connection with the Financing in an amount sufficient to pay the Purchase Price, all amounts called for to be repaid under Sections 1.1, 3.6, 3.9 and 3.10 and all of Buyer’s fees and expenses associated with the transactions contemplated in this Agreement.

(f)      Guarantee . Concurrently with the execution of this Agreement, Buyer has delivered to Holdings guarantees, dated the date hereof, of each of the Equity Funds with respect to certain matters on the terms specified therein (the “ Guarantees ”).

(g)      Unregistered Equity . Buyer acknowledges that it has been advised by Holdings that the Shares have not been and will not be registered under the Securities Act. Buyer is an “accredited investor” as that term is defined in Regulation D under the Securities Act. The Shares will be acquired by Buyer for its own account for investment and without a view to resale.

(h)      Investigation . Except to the extent Buyer has otherwise advised Holdings in writing, Buyer has no Knowledge of any of the representations or warranties contained in Section 2.1 being untrue or incorrect as of the date hereof.

(i)      Notification of Certain Matters . As of the Closing, Buyer shall not have failed to provide notice of the occurrence, or failure to occur, of any event which occurrence or failure to occur would cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, or (b) any material failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

2.3      Representations and Warranties of the Parties

2.4      Survival of Representations and Warranties

2.5      Schedules

3.1      Access; Information and Records; Confidentiality . (a)  During the period commencing on the date hereof through the Closing Date, Holdings shall, and shall cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause their officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information in their possession with respect to the Group as Buyer may from time to time reasonably request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization).

(b)      Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, Buyer shall hold, and shall cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any information in confidence to the extent required by, and in accordance with, the provisions of the letters, dated July 1, 2005, July 5, 2005 and July 6, 2005, between Clayton, Dubilier & Rice, Inc., Carlyle Investment Management, L.L.C. and Merrill Lynch Global Partners, Inc., respectively, and the Company and Ford (collectively, the “ Confidentiality Agreement ”); provided , that unless this Agreement is terminated (i) any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective debt financing sources and prospective equity co-investors and (ii) Sections 2 and 7(a) of the Confidentiality Agreement, shall cease to have further force and effect from and after the date hereof. Sections 6 and 7(b) (with respect to employees of the Company) of the Confidentiality Agreement shall cease to have further force and effect upon Closing.

(c)      Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, with respect to any information obtained pursuant to this Section or the Confidentiality Agreement, Buyer shall not, and shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates not to, take any action that would cause any Group Member to violate its Privacy Policy for Rental Customers or Privacy Policy for Car Sales Customers, as such policies are in effect on the date hereof.

(d)      From the date hereof and until the second anniversary of the Closing Date, Holdings will hold, and will cause Ford and its Affiliates to hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concern