Exhibit 4.5.20


 




 





 


PLEDGE OF
A BUSINESS AS A GOING CONCERN


(ACTE DE NANTISSEMENT DE FONDS DE COMMERCE)


 




 





 


 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


 


HERTZ EQUIPEMENT FRANCE


as Pledgor


 


 


BNP PARIBAS


as Security Agent


 


 


THE BENEFICIARIES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions - interpretation

  	
  4

  
	
  2.

  	
  Security agent

  	
  6

  
	
  3.

  	
  Pledge

  	
  6

  
	
  4.

  	
  Description of the pledged business

  	
  7

  
	
  5.

  	
  Preservation of security

  	
  8

  
	
  6.

  	
  Representations and warranties

  	
  8

  
	
  7.

  	
  Undertakings

  	
  9

  
	
  8.

  	
  Liability to perform

  	
  10

  
	
  9.

  	
  Enforcement

  	
  10

  
	
  10.

  	
  Application of proceeds

  	
  10

  
	
  11.

  	
  Covenant to release

  	
  10

  
	
  12.

  	
  Expenses, indemnities and taxes

  	
  11

  
	
  13.

  	
  Changes to parties

  	
  11

  
	
  14.

  	
  Severability

  	
  12

  
	
  15.

  	
  Notices

  	
  12

  
	
  16.

  	
  French language

  	
  12

  
	
  17.

  	
  Registration

  	
  13

  
	
  18.

  	
  Governing law and jurisdiction

  	
  13

  
	
  19.

  	
  Duration

  	
  13

  
	
  20.

  	
  Waivers, remedies cumulative

  	
  13

  



 


SCHEDULE


 


	
  SCHEDULE 1

  	
   

  	
  The Beneficiaries

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  	
  List of the pledged offices

  



 


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THIS AGREEMENT IS MADE BY
AND BETWEEN:


 


1.         HERTZ EQUIPEMENT FRANCE


 


a société par actions simplifiée organized
and incorporated under the laws of France, having a share capital of 338.100 €, registered with the register of commerce and companies of Versailles
under number 428 675 839, whose
head office is located at 1, rue Eugène Hénaff, Zone d’Activité du Buisson de la Couldre 78190
Trappes, represented by a duly
authorized signatory for the purpose of this Agreement, as Pledgor;


 


2.         BNP PARIBAS


 


a société
anonyme incorporated under the laws of France, having a share capital of 1.676.495.744 €, registered with the register of commerce and companies of Paris under
number 662 042 449, and having its registered office at 24, boulevard
des Italiens, 75009 Paris, as Security Agent; and


 


3.         THE
BENEFICIARIES


 


as listed in Schedule 1 attached hereto,
represented by the Security Agent for the purpose of this Agreement.


 


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WHEREAS:


 


(A)       Pursuant to a senior bridge facilities agreement dated 21 December 2005
(the “Senior Bridge Facilities Agreement”)
entered into by, among others, Hertz International, Ltd, the Original Borrowers
and the Original Guarantors, on the one hand, and BNP Paribas as Mandated Lead
Arranger, Joint Bookrunner, Facility Agent, Security Agent and Global
Coordinator, The Royal Bank of Scotland plc as Mandated Lead Arranger and Joint
Bookrunner, Calyon as Co-Arranger and Joint Bookrunner and the
financial institutions listed in schedule 1 thereto as Banks, on the other hand, the Banks have agreed to
make available to the Borrowers certain senior bridge facilities.


 


(B)       Pursuant to the provisions of the Senior Bridge Facilities Agreement,
and in order to guarantee the Secured Liabilities, the Pledgor has undertaken
to grant to the Beneficiaries, a pledge over its business as a going concern agreement
under the terms and conditions of this Agreement.


 


NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.         DEFINITIONS - INTERPRETATION


 


1.1       Definitions


 


Capitalised terms
used in this Agreement shall have the meaning ascribed to them in the Senior Bridge Facilities Agreement,
and for purposes of this Agreement the terms and expressions used hereunder
shall have the following meaning:


 


“Agreement” means this pledge over business as a going
concern agreement, including its preamble and appendices, as amended.


 


“Beneficiaries”
means the Security Agent on behalf of the Finance Parties under the Senior
Bridge Facilities Agreement and individually any one of them, and their respective
successors and assigns in their
capacities as beneficiaries of the Pledge pursuant to clause 36 of the Senior Bridge Facilities
Agreement. It is hereby expressly
agreed that for the purpose of this Agreement (including in case of enforcement
of the Pledge), the Beneficiaries shall be duly represented by the Security
Agent which is appointed by each of the Beneficiaries as its agent for the
purpose hereof.


 


“Business” means the business of the Pledgor, pledged as
such in favour of the Beneficiaries under this Agreement, as described in
Clause 4.


 


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


 


“Discharge Date” means the
date on which all the Secured Liabilities have been irrevocably and
unconditionally discharged in full, or the Pledge has otherwise been released
pursuant to Clause 11.


 


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“Enforcement Event” means the occurrence of an Event of
Default which is continuing unremedied and unwaived and has resulted in the
delivery of a notice of acceleration or cancellation pursuant to clause 23.16
of the Senior Bridge Facilities Agreement.


 


“Event of Default” means an event specified as such in clause 23 of the Senior Bridge
Facilities Agreement.


 


“Finance Documents” has the meaning ascribed to such term in clause
1.1 of the Senior Bridge Facilities Agreement.


 


“Finance Parties”
means the Facility Agent, the Arrangers, the Security Agent, the Global
Coordinator, the Banks, the Hedging Banks and each C Ancillary Bank.


 


“Intercreditor Deed” has the meaning ascribed to such
term in clause 1.1 of the Senior Bridge Facilities Agreement.


 


“Pledge” means
the pledge (nantissement) created over the Business
(fonds de commerce) by virtue of this Agreement, as
security for the Secured Liabilities.


 


“Pledgor” means
Hertz Equipement France, as designated hereabove.


 


“Secured Liabilities” means all present and future obligations and liabilities (whether
actual or contingent and whether owed jointly or severally or in any other
capacity whatsoever) of the Pledgor to the Beneficiaries (or any one of them) in its capacity as Borrower and Guarantor
(in such capacity, within the limits of clause 24.9 of the Senior Bridge
Facilities Agreement) under the Finance Documents (or any one of them).


 


“Security Agent” means BNP Paribas as
designated hereabove, or any bank or financial institution which may become
Security Agent pursuant to clause 34 of the Senior Bridge Facilities Agreement and in both cases their
respective successors and assigns.


 


“Security Period” means the period beginning on the
date hereof and ending on the Discharge Date.


 


1.2       Interpretation


 


(a)        In this Agreement, unless stated to the
contrary or the context requires otherwise :


 


(i)         a reference in this
Agreement (including its preamble and its schedules) to a Clause or a Schedule is
a reference to a clause or a schedule to this Agreement and a reference to
this Agreement shall include its preamble and schedules;


 


(ii)        words importing the
plural shall include the singular and vice versa;


 


(iii)       a reference to the
time of day shall refer to Paris time, unless otherwise indicated;


 


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(iv)      a reference to a
person shall include its successors, transferees and assignees;


 


(v)       words appearing in this Agreement in a language other than
English shall have the meaning ascribed to them under the law of the
corresponding jurisdiction and such meaning shall prevail over their
translation into English, if any;


 


(vi)      a reference to an
entity acting as Bank includes a reference to this entity acting also as a C
Ancillary Bank, as the case may be;


 


(vii)     an agreement or document includes a reference
to that agreement or document as varied, novated, supplemented or replaced from
time to time;


 


(viii)    references to any statutory provision or
legislative enactment shall be deemed to also refer to any re-enactment,
modification or replacement and to any statutory instrument, order or
regulation made thereunder or under any such re-enactment.


 


(b)        The index and the headings in this Agreement
are for convenience of reference only and shall not be used in construing this
Agreement.


 


(c)        This Agreement is entered into subject to the
terms and conditions of the Intercreditor Deed. In the event of any
inconsistency between this Agreement and the Intercreditor Deed, the terms of
the Intercreditor Deed shall prevail. In the event of any inconsistency between
this Agreement and the Senior Bridge Facilities Agreement, the terms of the
Senior Bridge Facilities Agreement shall prevail. For the purposes of
interpretation of this Agreement, in the event of any inconsistency between the
Intercreditor Deed and the Senior Bridge Facilities Agreement, the terms of the
Intercreditor Deed shall prevail.


 


(d)        Nothing
in this Agreement should be deemed to restrict the right of the Pledgor to take
any action or to abstain from taking any action which is otherwise permitted
under the Senior Bridge Facilities Agreement and the Intercreditor Deed.


 


2.         SECURITY AGENT


 


The Pledgor hereby agrees that the Security
Agent shall be the agent (mandataire) of
the Beneficiaries for the purposes of this Agreement, acting in such capacity
in its name on behalf of the Beneficiaries.


 


3.         PLEDGE


 


In order to secure payment and repayment of the
Secured Liabilities to the Beneficiaries, the Pledgor hereby pledges the Business (fonds de commerce) in favour of
the Beneficiaries in accordance with the provisions of Articles L.142-1 to L.143-23
of the French Commercial Code (Code de commerce)
and agrees to this Pledge being registered as a pledge over the Business (nantissement de fonds de commerce) at this time. Once the
formalities provided for in Clause 17


 


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(Registration)
have been completed, the Pledge shall constitute a first-ranking security
interest over the Business in favour of the Beneficiaries.


 


4.         DESCRIPTION OF THE PLEDGED BUSINESS


 


(a)        The Pledgor is pledging its Business whose operations consist in the
carrying of its activities of leasing, sale, purchase, construction and repair
of materials and any vehicle mainly in relation to the activities of buildings
trade and public works, which is carried on at the offices mentioned in Schedule 2.


 


(b)        Said
Business, so pledged, comprises all that can be legally included in this
Pledge, including but not limited to:


 


(i)         the company or business name and related clientele and custom;


 


(ii)        the furniture, materials and equipment (including in particular the
Existing Vehicle Fleet), owned by the Pledgor, used to run the Business, with
the exception, however, of furniture, materials or equipment that are specifically
pledged in favour of the financial institution which financed their purchase in
accordance with the provisions of Articles L.525-1 to L.525-20 of the French
Commercial Code (Code de commerce), and with the
exception of any fixtures attached to the Business;


 


(iii)       the leasehold interest in the premises in which the Business is carried
on.


 


(c)        It is
understood that the scope of this Pledge will be automatically extended to
include the following items at the expense of the Pledgor (to the extent owned
by the Pledgor), subject to the limits imposed by law:


 


(i)         furniture, materials and equipment (including in particular New
Vehicles) created or acquired by the Pledgor, including but not limited to
additional furniture, materials or equipment purchased to replace, improve or
enhance the current furniture, materials or equipment of the Business, with the
exception of such furniture, materials or equipment as are already specifically
pledged in favour of the financial institution which financed the purchase
thereof and such as are in the nature of fixtures as indicated in Clause
5(b)(ii);


 


(ii)        where applicable, any insurance, eviction or expropriation indemnities
or any other indemnities with respect to any component of the Business which may be
paid to the Pledgor, as well as any indemnities with respect to improvements,
betterments or items installed by the Pledgor in its capacity as tenant
(subject to the relevant provisions of the Senior Bridge Facilities Agreement);


 


(iii)       where applicable, leasehold interests of the establishments charged by
the Pledge as well as any extension or expansion of said leases relating to the
premises in which the Pledgor’s Business operations are carried on; and


 


(iv)       where applicable, any of the aforementioned items which are or may be
held (in any respect whatsoever) by the Pledgor’s present or future branch
offices.


 


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5.         PRESERVATION OF SECURITY


 


5.1       Continuing Security


 


The security (nantissement)
constituted by the Pledge herein created shall continue until the Discharge
Date. It shall not be considered as satisfied or discharged or prejudiced by
any intermediate payment, satisfaction or settlement of any part of the
Secured Liabilities.


 


5.2       Additional security


 


This Pledge is in addition to, and is not in any way
prejudiced by, any other security now or hereafter held by the Beneficiaries in respect of the Secured Liabilities.


 


5.3       Security transfer


 


In the event of any assignment, transfer or disposal,
by way of novation, of a part or all of its rights and obligations by any
Beneficiary under each and any of the Finance Documents to which such
Beneficiary is a party, such Beneficiary hereby expressly maintains, which the
Pledgor accepts, all its rights and privileges for the benefit of its successor
or transferee, in accordance with the terms of Article 1278 of the
French Civil Code (Code Civil) so
that the Pledge will secure the Secured Liabilities to the benefit of such
successor, without further formalities.


 


6.         REPRESENTATIONS AND WARRANTIES


 


6.1       Representations and Warranties


 


The Pledgor hereby represents and warrants to the Beneficiaries and the
Security Agent that, except as expressly stated herein or in the Finance
Documents, that :


 


(a)        this Agreement is valid, binding and
enforceable against it and any of its assets pledged hereunder in accordance
with the terms hereof;


 


(b)        the
entry into and performance by it of, and the transactions contemplated by, this
Agreement and the Pledge created over the Business, do not and will not
conflict with its constitutional documents;


 


(c)        it has
valid title and is the sole absolute legal owner of Business and it is lawfully occupying the
premises in which the Business is carried on;


 


(d)        its Business is not
subject to any Encumbrance, and there are no similar restrictions which may affect
the rights of the Beneficiaries under this Agreement and the Pledge created
over its Business.


 


6.2       Time for making representations and warranties


 


The representation and warranties set out in Clause
6.1 are made on the date hereof and are deemed to be repeated on the same days
as the Repeated Representations are repeated under the Senior Bridge Facilities
Agreement, in each case by reference to the facts and circumstances then
existing.


 


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7.         UNDERTAKINGS


 


7.1       Duration


 


The undertakings in this
Clause 7 shall remain in force throughout the Security Period.


 


7.2       No
Disposal


 


Until the Discharge Date, the Pledgor will not
dispose of, or, encumber the Business otherwise than pursuant to, or as
permitted under this Agreement or the Senior Bridge Facilities Agreement.


 


7.3       Protection
of the Business


 


The Pledgor shall
conduct its business as provided under clause 21.8 of the Senior Bridge Facilities
Agreement.


 


7.4       Re-registration


 


At the end of each period corresponding to the legal
term of validity of this Pledge, the Pledgor hereby undertakes to re-register
the Pledge at its own expense (with the relevant Commercial Courts (greffes des tribunaux de commerce) for
an additional period of protection under the law, for so long as this Pledge
remains in full force pursuant to Clause 19.


 


7.4       Renewal and extension of the leases relating to the Business


 


(a)        The
Pledgor undertakes, unless expressly permitted under the Finance Documents, to
comply with all obligations imposed on it and enforce the performance of all
obligations owed to it by any person under any lease comprised in the Business
and shall not do anything or permit anything to be done which is reasonably
likely to result in the termination of any such lease, unless a new lease is
entered into (in respect of new premises or the same premises), provided that
the Security Agent has been notified of such new lease, and the Business is
otherwise maintained.


 


(b)        The
Pledgor undertakes to promptly deliver a copy of any material communication
received by it which has been given with respect to any lease comprised in the
Business which relates to any matter which is likely to affect the validity or
the enforceability of the Pledge or any right of the Beneficiaries hereunder.


 


7.5       New business


 


Without prejudice to the other provisions of this
Agreement, the Pledgor shall promptly notify the Security Agent of any creation
or acquisition of one or more new businesses considered as
significant by reference to the activity of the group of which the Pledgor is a
member. The Pledgor hereby
undertakes to grant, at the Security Agent’s request, a senior pledge in favour
of the Beneficiaries over the new business (fonds de commerce)
acquired or created by it on terms and conditions identical to those of this
Agreement, as soon as practicable after the new business (fonds de
commerce) is acquired or created provided however that


 


9

















 


no security shall be required to the extent
required to avoid costs (including, without limitation, any taxes) which the
Security Agent shall determine acting reasonably to be excessive in relation to
the benefits that would be conferred by the granting of such security. Such pledge shall secure the Secured
Liabilities.


 


8.         LIABILITY TO PERFORM


 


It is expressly agreed that the Pledgor shall remain
liable to observe and perform all of the obligations assumed by it in
respect of the Business. Each Beneficiary and the Security Agent shall not have any liability in
connection with, or arising out of, this Agreement other than under Clause 11
to the extent that any such liability under such Clause 11 is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Beneficiary’s or the Security Agent’s gross negligence or wilful
misconduct, as the case may be. The Beneficiaries and the Security Agent shall not be required in any
manner to perform or fulfill any obligation of the Pledgor in respect of
the Business, or to make any payment or to present or file any claim or take
any other action to collect or enforce the payment of any amount to which they may have
been or to which they may be entitled hereunder at any times.


 


9.         ENFORCEMENT


 


At any time following
the occurrence of an Enforcement Event, the Security Agent acting on behalf of the Beneficiaries shall
exercise all of the rights, actions and privileges on the Business as granted by law to a secured
creditor, and in particular all rights,
actions and privileges provided for under Articles L.142-1 to L.143-23 and L.521-3 of the French Commercial Code
(Code de commerce), it being understood
that this Pledge does not grant the Beneficiaries the right to be awarded the
Business in full property in payment of and up to the amount of the Secured
Liabilities.


 


10.       APPLICATION OF PROCEEDS


 


Any moneys received by the Beneficiaries or the
Security Agent pursuant to this Agreement shall be applied to the reimbursement of the Secured Liabilities in
the order and priority set forth in the Intercreditor Deed.


 


11.       COVENANT TO RELEASE


 


11.1     The
Security Agent, acting on behalf of the Beneficiaries, shall, at the request and cost of the Pledgor, release and
cancel the Pledge upon the occurrence of any of the following events:


 


(a)        the Secured Liabilities being
entirely and definitively repaid (independently of any intermediate or partial
repayments) and all commitments of the Beneficiaries to provide financing under
the Senior Bridge Facilities Agreement having been
terminated or having expired; or


 


(b)        the Pledgor ceasing to be an Obligor under the
Senior Bridge Facilities Agreement.


 


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11.2     Upon
the occurrence of any of the following events, the Security Agent, acting on behalf of the
Beneficiaries, shall, at the
request and cost of the Pledgor, release and cancel the Pledge insofar as it
relates to the property and assets described below:


 


(a)        any Permitted Disposal or sale or
other dispositions otherwise permitted by the Senior Bridge facilities
Agreement of any property or assets that are subject to the Pledge;


 


(b)        any sale or other disposition of any property
or assets that are subject to the Pledge where the Facility Agent or the
Security Agent has consented to the sale or disposition pursuant to any Finance
Documents;


 


(c)        any sale or any other disposition of any
property or assets that are subject to the Pledge pursuant to a merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing
or sale and leaseback permitted by the Senior Bridge
Facilities Agreement to the extent necessary to ensure such merger,
consolidation, reorganisation, winding-up, securitisation, Take-Out Financing
or sale and leaseback can take place; or


 


(d)        the creation of any Permitted Encumbrance as
described in paragraph (x) of the definition of Permitted Encumbrances in the
Senior Bridge Facilities Agreement.


 


provided that, to the extent that any sale or
other disposition of such property or assets is a Permitted Disposal or a sale
or disposition otherwise permitted by the Senior Bridge Facilities Agreement, the property or assets
shall be automatically released from the Pledge with effect from the day of
such sale or other disposition.


 


11.3     In connection with any release,
cancellation or reassignment described in Clause 11.1 or 11.2, the Security
Agent and the other Beneficiaries shall do all such acts and things, at the
Pledgor’s cost, as are reasonably requested by the Pledgor in order to release
and cancel the Pledge.


 


12.       EXPENSES, INDEMNITIES AND TAXES


 


The Pledgor shall pay costs, fees, taxes and
other amounts incurred by the Beneficiaries or the Security Agent in connection
with the preparation, negotiation, execution, enforcement and preservation of
this Agreement on the same terms as under clause 27 of the Senior Bridge Facilities Agreement.


 


13.       CHANGES TO PARTIES


 


All the rights, privileges, powers, discretions and
authorities of the Beneficiaries hereunder will benefit their respective
successors and permitted assignees and all terms, conditions, representations
and warranties and undertakings of the Pledgor hereunder shall oblige its respective successors and assignees in the same
manner, it being agreed and understood that:


 


11

















 


(a)        the
Pledgor shall not assign, transfer or dispose of any of its rights and
obligations under this Agreement except as otherwise permitted under the
Finance Documents, and


 


(b)        the
Beneficiaries shall be entitled to assign, transfer or dispose of any of their
rights and obligations hereunder to any person in accordance with the relevant
provisions of the Finance Documents.


 


The provisions of this Agreement
and the rights arising therefrom shall remain in full force and effect and
benefit to any successors, permitted transferees
or permitted assignees of a Beneficiary, without any specific notice,
registration or reiteration, in the event of, inter alios, of any sale, merger,
demerger, spin-off or assets contribution in accordance with Article L. 236-1
et seq. of the French Commercial Code (Code de commerce) which a Beneficiary may decide to
effect. It is expressly agreed that an asset contribution or a partial merger
within the meanings of Articles L.236-1 et sequitur of
the French Commercial Code shall be deemed to be a transfer for the purpose of
the present provision.


 


14.       SEVERABILITY


 


If a provision of this Agreement is or becomes
illegal, invalid or unenforceable in any jurisdiction in respect of the Pledgor, that shall not affect:


 


(a)        in
respect of the Pledgor the validity or enforceability in that jurisdiction of
any other provision of this Agreement; or


 


(b)        in
respect of the Pledgor the validity or enforceability in other jurisdictions of
that or any other provision of this Agreement.


 


In the event of any such illegality, invalidity or
unenforceability, the parties shall negotiate in good faith with a view to agree on the replacement of such provision by a provision which is legal, valid
and enforceable and which is to the extent applicable in accordance with the
intents and purposes of this Agreement and which in its economic effect come as
close as practicable to the provision being replaced.


 


15.       NOTICES


 


Except as specifically provided otherwise in this
Agreement, all notices or other communications under this Agreement or any
document in relation thereto shall be sent to the parties as specified in
clause 42 of the Senior Bridge Facilities Agreement.


 


16.       FRENCH LANGUAGE


 


This Agreement
shall be made in the English language and accompanied by a French translation
for the purposes of its registration pursuant to Clause 17. The English
language version of this Agreement shall prevail over any French translation
and shall be binding on the Pledgor.


 


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17.       REGISTRATION


 


(a)        This Agreement shall be registered by the
Security Agent with the relevant tax authorities. In addition, the Security
Agent shall register this Pledge with the Register of the Commercial Court in
the district in which each of the offices referred to in Clause 4 is operated
no later than fifteen (15) days of the date of this Agreement and any
other authority as appropriate to ensure the enforcement of the Pledge.


 


(b)       Pursuant
to the law, the Pledge is being granted for a ten (10) year period
starting as of the date of its registration.


 


(c)        All
powers are given to the bearer of an original copy of this Agreement for that
purpose.


 


18.       GOVERNING LAW AND JURISDICTION


 


18.1    This Agreement shall be governed by and
construed in accordance with the laws of the Republic of France.


 


18.2    Any dispute in connection with the validity,
interpretation, execution or the consequences of this Agreement and the
undertakings in relation thereto shall be submitted to the jurisdiction of the
Commercial Court of Paris (Tribunal de Commerce de
Paris).


 


18.3    For the performance of this Agreement and all
subsequent agreements and for the validity of the registration to be effected,
the Pledgor elects its registered office as its address for service.


 


19.       DURATION


 


The Pledge created pursuant to this Agreement and the
obligations of the parties hereunder shall remain in force until the earlier of
the following dates: (i) the Discharge Date; or (ii) the date on
which the Security Agent shall release the Pledge in accordance with Clause 11.


 


20.       WAIVERS, REMEDIES CUMULATIVE


 


20.1     The rights of the Beneficiaries under this
Agreement:


 


(i)         may be
exercised as often as necessary;


 


(ii)        are cumulative and not exclusive of their rights under the law; and


 


(iii)       may only be waived in writing and expressly.


 


20.2     Delay in the exercise or non-exercise of any such rights by a
Beneficiary shall not constitute a waiver of that right.


 


13

















 


Made in Paris


On
21 December 2005


 


In
as many original copies as parties to this Agreement and as
required for registration purposes


 


 


	
  The Pledgor

  	
   

  
	
   

  	
   

  
	
  Hertz Equipement France

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Carlos Morello

  	
   

  	
   

  
	
  duly authorised for the purpose of this Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Security Agent

  	
   

  
	
   

  	
   

  
	
  BNP Paribas

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charles Egly

  	
   

  	
   

  
	
  duly authorised for the purpose of this Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Beneficiaries

  	
   

  
	
  As represented by the Security Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charles Egly

  	
   

  	
   

  



duly
authorised for the purpose of this Agreement


 


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