Exhibit 4.5.12


 


 




 





 


SHARE PLEDGE AGREEMENT


 




 





 


 


by and between


 


 


HERTZ HOLDINGS NETHERLANDS
B.V.


 


 


as Pledgor


 


 


and


 


 


BNP PARIBAS


 


as Pledgee


 


 


 


Dated 21 December 2005


 


 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  definitions

  	
  2

  
	
  1.2

  	
  interpretation and construction

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  PLEDGE

  	
  5

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  pledge

  	
  5

  
	
  2.2

  	
  preservation of pledge

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.

  	
  SCOPE OF
  THE PLEDGE

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  continuing security

  	
  6

  
	
  3.2

  	
  other remedies

  	
  6

  
	
  3.3

  	
  transfer of rights

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  REGISTRATION
  AND NOTIFICATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  registration

  	
  7

  
	
  4.2

  	
  notification

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.

  	
  RIGHTS
  ATTACHING TO THE SHARES

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  voting rights

  	
  7

  
	
  5.2

  	
  cash and non-cash returns on the shares

  	
  8

  
	
  5.3

  	
  subscription rights

  	
  8

  
	
  5.4

  	
  contribution calls

  	
  9

  
	
  5.5

  	
  communications

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  due incorporation, power, corporate action

  	
   

  
	
  6.2

  	
  ownership

  	
  9

  
	
  6.3

  	
  shares

  	
  9

  
	
  6.4

  	
  valid and binding obligations

  	
  10

  
	
  6.5

  	
  no breach

  	
  10

  
	
  6.6

  	
  no limitation

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  RESTRICTIONS
  AND UNDERTAKINGS

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  security

  	
  10

  
	
  7.2

  	
  disposal

  	
  10

  
	
  7.3

  	
  exercise of rights

  	
   

  
	
  7.4

  	
  attachments

  	
  11

  
	
  7.5

  	
  general undertaking

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.

  	
  ENFORCEMENT

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.

  	
  APPLICATION OF PROCEEDS

  	
  11

  



 


1

















 


	
  10.

  	
  DISCLAIMER
  OF LIABILITY

  	
  12

  
	
   

  	
   

  	
   

  
	
  11.

  	
  DISCHARGE

  	
  12

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  release

  	
  12

  
	
  11.2

  	
  retention of security

  	
  13

  
	
   

  	
   

  	
   

  
	
  12.

  	
  POWER OF
  ATTORNEY

  	
  13

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  appointment

  	
  13

  
	
  12.2

  	
  ratification

  	
  13

  
	
   

  	
   

  	
   

  
	
  13.

  	
  EVIDENCE
  OF DEBT

  	
  14

  
	
   

  	
   

  	
   

  
	
  14.

  	
  MISCELLANEOUS

  	
  14

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  notices

  	
  14

  
	
  14.2

  	
  costs and expenses

  	
  14

  
	
  14.3

  	
  delegation of powers

  	
  14

  
	
  14.4

  	
  no implied waiver

  	
  14

  
	
  14.5

  	
  amendments

  	
  14

  
	
  14.6

  	
  severability

  	
  15

  
	
  14.7

  	
  entire agreement

  	
  15

  
	
  14.8

  	
  benefit of this agreement

  	
  15

  
	
  14.9

  	
  assignment

  	
  15

  
	
  14.10

  	
  further assurances

  	
  15

  
	
  14.11

  	
  governing law

  	
  16

  
	
  14.12

  	
  jurisdiction

  	
  16

  



 


	
  SCHEDULES:

  
	
   

  	
   

  
	
  Schedule A:

  	
  Power
  of Attorney

  
	
  Schedule B:

  	
  Declaration
  of the Company

  



 


2

















 


SHARE PLEDGE AGREEMENT


 


THIS SHARE PLEDGE AGREEMENT is dated
21 December 2005 and made by and between:


 


(1)                     HERTZ
HOLDINGS NETHERLANDS B.V., a
private company with limited liability, organised under the laws of the
Netherlands, having its registered office at 2132 WT Hoofddorp, Siriusdreef
34-36Amsterdam, the Netherlands, and trade register number 24134976,


 


represented
for the purposes of this Agreement by
                                                                       
in his/her capacity as
                                                                       ,


 


hereinafter
referred to as the “Pledgor”,


 


and


 


(2)                     BNP
PARIBAS S.A., a société anonyme
organised under the laws of France and authorised as a credit institution,,
having its registered office at 24, boulevard des Italiens, 75009 Paris,
France, and registered with the Registre du
Commerce et des Sociétés de Paris under the number 662 042 449,


 


acting
in its own name and on behalf of the Beneficiaries as security agent in
accordance with Article 5 of the Act of 15 December 2004;


 


hereinafter
referred to as the “Pledgee” or “Security Agent”,


 


WHEREAS 


 


(A)       The Company (as defined below), among others, has been
granted facilities in accordance with the Senior Bridge Facilities Agreement
(as defined below).


 


(B)       The Company has an issued capital of EUR 5,383,000
represented by 176,533 registered shares, fully paid-up. Hertz Holdings
Netherlands B.V. is the legal owners of 176,532 registered shares in the
Company’s share capital.


 


(C)       Pursuant to Clause 3.1 of the Senior Bridge Facilities
Agreement and Clause 12 of Part 1 of Schedule 4 attached thereto, it is a
condition to the Banks making and continuing to make facilities available under
the Senior Bridge Facilities Agreement that the Pledgor enters into this Pledge
Agreement in order to secure payment of the Secured Liabilities.


 


1

















 


(D)       The Pledgor has agreed to enter into this Pledge in
favour of the Beneficiaries in respect of the shares it owns in the Company’s
share capital, as security for the Secured Liabilities.


 


(E)        Pursuant to Clause 34 of the Senior Bridge
Facilities Agreement, it has been agreed that the benefit of this Pledge shall
be held by the Pledgee on behalf of itself and the Beneficiaries and its and
their respective successors, assignees and transferees.


 


(F)        The Company’s articles of association do not
prohibit the creation of this Pledge.


 


NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS : 


 


1.         DEFINITIONS AND INTERPRETATION


 


1.1       Definitions


 


a)         Capitalised terms used in this Agreement,
including the introductory paragraph and the preliminary statements hereto,
shall carry the meanings specified in the Senior Bridge Facilities Agreement,
except where the context indicates otherwise or when defined herein.


 


b)         The following terms shall have the following
meaning:


 


	
  Agreement

  	
   

  	
  means
  the present share pledge agreement.

  
	
   

  	
   

  	
   

  
	
  Beneficiaries

  	
   

  	
  means
  the Finance Parties represented by the Security Agent.

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  means
  Hertz Belgium NV, a company organised under the laws of Belgium, having its
  registered office at Excelsiorlaan 20, 1930 Zaventem, Belgium, recorded with
  the register of legal entities (Brussels) under company number 0401.678.879.

  
	
   

  	
   

  	
   

  
	
  Enforcement Event

  	
   

  	
  means
  an Event of Default, as defined in the Senior Bridge Facilities Agreement,
  which is continuing and has not been waived under the Senior Bridge
  Facilities Agreement and which has resulted in the Facility Agent serving a
  notice under Clause 23.16(a) of the Senior Bridge Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  Future Shares

  	
   

  	
  means
  (i) any share issued by the Company to the Pledgor or any share in the
  Company’s share capital acquired by the Pledgor after the date hereof and
  (ii) any and all rights, title and interest in and to the shares in the
  Company which the Pledgor may in the future acquire, together with all
  certificates, shares, securities (including, if applicable, any convertible
  debt instruments, warrants or the dividends or interest thereon), rights,
  monies or property accruing or offered at any time by

  



 


2

















 


	
   

  	
   

  	
  way
  of redemption, bonus, preference, option rights or otherwise to or in respect
  of the shares in the Company which the Pledgor may in the future acquire or
  in substitution or exchange for such shares.

  
	
   

  	
   

  	
   

  
	
  Lien

  	
   

  	
  means,
  any charge, encumbrance, pledge, lien (including “privilège / voorrecht”), security interest, attachment or
  similar restriction of any kind in respect of the Shares.

  
	
   

  	
   

  	
   

  
	
  Party/Parties

  	
   

  	
  means
  any party/parties to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Pledge

  	
   

  	
  means
  the first priority pledge (“gage de
  premier rang / pand in eerste rang”) created by or pursuant to
  this Agreement.

  
	
   

  	
   

  	
   

  
	
  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 Company to the Finance Parties (including the Hedging
  Banks) (or any of them) under the Finance Documents (or any of them).

  
	
   

  	
   

  	
   

  
	
  Senior Bridge Facilities Agreement

  	
   

  	
  a
  senior bridge facilities agreement dated 21 December 2005 entered into
  between Hertz International, Ltd, as Parent, Hertz Europe Limited, as
  Coordinator, BNP Paribas S.A. and The Royal Bank of Scotland plc, as Mandated
  Lead Arrangers, Calyon S.A., as Co-Arranger, BNP Paribas S.A., The Royal Bank
  of Scotland plc and Calyon S.A., as Joint Bookrunners, the financial
  institutions named therein, as Banks, BNP Paribas S.A., as Global
  Coordinator, Security Agent and Facility Agent and the Original Borrowers and
  the Original Guarantors named therein.

  
	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
  means
  (i) the 176,532 registered shares in the Company’s share capital, known under
  the numbers 1 up to 176,532 inclusive and (ii) all rights, title and interest
  in and to the shares, together with all certificates, shares, securities
  (including, if applicable, any convertible debt instruments, warrants or the
  dividends or interest thereon), rights, monies or property accruing or
  offered at any time by way of redemption, bonus, preference, option rights or
  otherwise to or in respect of the Shares or in substitution or exchange for
  the Shares.

  



 


3

















 


1.2       Interpretation and construction


 


a)         In this Agreement, unless the contrary
intention appears, a reference to


 


(i)         a provision of law is a reference to that
provision as amended or re-enacted;


(ii)        a person includes its
successors, transferees and assigns;


(iii)       any document,
agreement or other instrument is a reference to that document, agreement or
other instrument as from time to time amended, modified, restated, novated,
varied or supplemented;


(iv)       a Clause or a
Schedule is a reference to a clause or a schedule of this Agreement; and


(v)        words denoting the plural shall include the
singular and vice versa and words denoting one gender shall include another
gender.


 


b)         No provision of this Agreement shall be
interpreted adversely against a Party solely because that Party was responsible
for drafting that particular provision or because that Party is relying on that
particular provision.


 


c)         English language words used in this Agreement
intend to describe Belgian legal concepts only and the consequences of the use
of those words in English law or any other foreign law shall be disregarded.


 


d)         This Agreement has been drawn up in English. In
the event of any discrepancy between the English text of this Agreement or any
agreement resulting therefrom or relating thereto and any translation thereof,
the English language version shall prevail.


 


e)         Any Belgian legal concept referred to in this
Agreement shall, in respect of any jurisdiction other than Belgium, be deemed
to include such concepts as in that jurisdiction most closely approximate the
Belgian legal concept.


 


f)          The words “include”, “included” or “including”
are used to indicate that the matters listed are not a complete enumeration of
all matters covered.


 


g)         Any Schedule and Annex referred to in this
Agreement forms an integral part of this Agreement and any reference to this
Agreement shall include a reference to the Schedules and Annexes. In the event
of any inconsistency or contradiction between the body of this Agreement and
any of the Schedules or Annexes, the provisions of the former shall take
preference.


 


h)         The titles and headings in this Agreement or
any agreement resulting therefrom or relating thereto are inserted for
convenience and reference only and shall in no way affect the meaning,
construction or interpretation of any provision thereof.


 


4

















 


2.         PLEDGE


 


2.1       Pledge


 


a)         The Pledgor hereby grants to the Pledgee,
acting in its own name as security agent for and on behalf of the Lenders in
accordance with Article 5 of the Act of 15 December 2004, which accepts, a
first priority pledge (“gage de premier rang
/ pand in eerste rang”) over the Shares in order to secure the
prompt and complete payment of all Secured Liabilities. 


 


b)         The Pledge shall be governed by the Act of 15
December 2004 on financial collateral (“Loi
du 15 décembre 2004 relative aux sûretés financières / Wet van 15 december 2004
betreffende financiële zekerheden”) and, to the extent not covered
by the above law, by the Act of 5 May 1872 on commercial pledges (“Loi du 5 mai 1872 relative au gage / Wet van 5 mei
1872 betreffende het pand”).


 


2.2       Future Shares


 


a)         If any Pledgor acquires in any manner any
Future Shares, which are not included within the pledge contained in Clause 2.1
above, it grants a first ranking pledge to the Pledgee to secure the Secured
Liabilities in the form of a pledge (“gage”/”pand”) as set out herein over all such
Future Shares.


 


b)         Upon the acquisition of Future Shares by a
Pledgor, such Pledgor shall forthwith (i) notify the Pledgee of the acquisition
of the Future Shares, (ii) confirm that the Future Shares are pledged to the
benefit of the Pledgee under this Pledge Agreement, and (iii) arrange for a
notice as mentioned in Clause 4 to be recorded on its folio in the shareholders’
register of the Company (and provide documentary evidence thereof to the
Pledgee). Upon the acquisition of Future Shares, any reference to Shares in
this Agreement shall be deemed to include a reference to such Future Shares.


 


c)         The Pledgor shall cooperate with the Pledgee
and sign or cause to be signed all such further documents and take all further
actions as the Pledgee may from time to time reasonably request to perfect and
protect the pledge over such Future Shares.


 


d)         This Agreement shall apply mutatis mutandis to the Future Shares.


 


2.3       Preservation of Pledge


 


If
and to the extent that at any time, and from time to time, in the reasonable
opinion of the Pledgee, it shall be necessary or appropriate that further
instruments be executed or further action be taken in order to create, preserve
or perfect a valid first priority right of pledge on any Shares or any Future
Shares or to enable the Pledgee to exercise and enforce its rights with respect
to any Shares or any Future Shares, the Pledgor shall as soon as possible
execute such further instruments or take such further action, at its expenses
and in such manner and form as the Pledgee may reasonably require.


 


5

















 


3.         SCOPE OF THE PLEDGE


 


3.1       Continuing security


 


a)         The Pledge shall constitute continuing security
in accordance with Clause 24.3 of the Senior Bridge Facilities Agreement.


 


3.2       Other
remedies


 


a)         All rights of the Pledgee under this Agreement
are in addition to and without prejudice to any other rights vested in the
Pledgee. The Pledge may be enforced by the Pledgee without prior recourse to
any other security interest or remedy and is in addition to and shall not
prejudice or otherwise affect any such security interest or remedy.


 


b)         The Pledgor waives any right it may have to
first require the Pledgee to take action against or seek payment from any other
party or enforce any other Lien granted by the Pledgor or any other person
before seeking to enforce the Pledge.


 


3.3       Transfer
of rights


 


The
Parties agree that in the event of an assignment, transfer or novation by the
Pledgee of all or any part of the Secured Liabilities, the Pledgee shall
maintain all of its rights with respect to the Shares, so that the Pledge shall
continue, without prejudice to any further consent or formalities, to secure
due performance of the Secured Liabilities as assigned, transferred or novated
in favour of the (new) Pledgee.


 


3.4       No
subrogation


 


Until
the security created by this Agreement is released in accordance with Clause
11, the Pledgor shall not by virtue of any payment made, security realised or
moneys received hereunder for or on account of the liability of any other
party:


 


(a)        be subrogated to any rights, security or moneys
held, received or receivable by the Pledgee or be entitled to any right of
contribution or indemnity; or


 


(b)        claim, rank, prove or vote as a creditor of any
party or its estate in competition with the Pledgee’s rights created under this
Agreement; or


 


(c)        receive, claim or have the benefit of all
payment, distribution or security from or on account of any party, or exercise
any right of set-off as against such other party in competition with the
Pledgee’s rights created under this Agreement.


 


6

















 


4.         RECORDING AND NOTIFICATION


 


4.1       Recording


 


a)         The Shares are in registered form. The Pledgor
shall not, without the Pledgee’s prior written consent, permit the conversion
of the Shares into bearer shares.


 


b)         The Pledgor shall ensure and arrange for the
following notice to be recorded and dated in the shareholders’ register of the
Company and signed therein on behalf of the Pledgor and the Pledgee
simultaneously with the execution hereof, or for any Future Shares immediately
after its subscription thereto or the acquisition thereof, and the Pledgor
shall procure that a certified copy of the relevant entries in the shareholders’
register of the Company shall be duly issued and delivered to the Pledgee:


 


“176.532 action nominative, numéros 1 à 176.532 ont été
données en gage de premier rang au profit de BNP PARIBAS S.A. conformément aux
dispositions d’une convention de gage sur actions, signée le 21 décembre 2005”


 


“176.532 aandelen op naam, nummers 1 tot 176.532 zijn
verpand in eerste rang ten gunste van BNP PARIBAS S.A. overeenkomstig de
bepalingen van een pandovereenkomst, ondertekend op datum van 21 december 2005”


 


c)         Simultaneously
with the execution hereof, unless both Pledgors shall immediately sign the
above notice in the shareholders’ register, the Pledgor shall execute and
deliver to the Pledgee for the purpose of recording such notice a power of
attorney in the form of Schedule A hereto.


 


4.2       Notification


 


The
Pledgor shall procure that the Company shall forthwith upon the execution hereof
provide the Pledgee with a certificate substantially in the form of Schedule
B.


 


5.         RIGHTS
ATTACHING TO THE SHARES


 


5.1       Voting rights


 


a)         Subject to paragraph (b) below, the Pledgor
shall be entitled to exercise or direct the exercise of the voting and other
rights attached to the Shares, provided, however, that the Pledgor shall
not exercise such voting rights in any manner, or otherwise permit or agree to
any (i) variation of the rights attaching to or conferred by any of the Shares
or (ii) increase in the issued share capital of the Company except if the newly
issued shares are pledged to secure the Secured Liabilities pursuant to this or
a substantially similar Agreement or (iii) cause an Enforcement Event to occur.


 


7

















 


b)         At any time after an Enforcement Event: 


 


(i)         the Pledgee shall be entitled to exercise or
direct the exercise by the Pledgor of the voting and other rights attached to
the Shares as it sees fit;


 


(ii)        for the case the
Pledgee would elect to exercise those rights, the Pledgor hereby irrevocably
appoints (with full power of substitution) the Pledgee as its attorney to vote
(without voting instructions) at any shareholders’ meeting of the Company held
while an Enforcement Event is continuing.


 


5.2       Cash
and non-cash returns on the Shares


 


a)         Unless an Enforcement Event has occurred, all
dividends on the Shares shall be paid to the Pledgor.


 


b)         In the event that an Enforcement Event has
occurred, all dividends as well as any other cash return on the Shares (whether
in the form of repayment of capital, scripts
or otherwise) shall be paid exclusively to the Pledgee which shall apply the
same towards the Secured Liabilities in accordance with the Senior Bridge
Facilities Agreement. If the Pledgor was nevertheless to receive any dividends
or any other cash return on the Shares, it shall transfer it immediately to the
Pledgee. In the absence of any Secured Liabilities due and payable, the Pledgee
may, at its option, either refund the amount of such dividends or cash return
to the Pledgors, or hold such amount as part of the Shares and hold it in
pledge as collateral for the Secured Liabilities in accordance with the Senior
Bridge Facilities Agreement.


 


b)         Any return on the Shares other than a cash
return, irrespective of whether in the form of dividend shares, bonus shares or
otherwise, shall be delivered exclusively to, or shall as the case may be give
rise to the recording in the shareholders’ register of the Company of a notice
as provided in Clause 4 in the name of, the Pledgee and shall be part of the
Shares.


 


c)         This Pledge shall not in any way be affected by
any stamping, regrouping, splitting or renewal of the Shares, or by any similar
operation, and the securities resulting from any such operation shall be part
of the Shares and of the Shares.


 


5.3       Subscription rights


 


Unless
agreed otherwise by the Pledgee, the Pledgor or, provided that such member
enters into a pledge agreement containing the terms and conditions of this
Agreement, another member of the Hertz Group, shall exercise all subscription
rights to which the Shares may be entitled. The shares resulting from the
exercise of any such right shall be held in pledge by the Pledgee as collateral
for the Secured Liabilities, shall be part of the Shares for the purposes of
this Agreement, and shall be delivered to the Pledgee or shall as the case may
be give rise to the recording in the shareholders’ register of the Company of a
notice as provided in Clause 4 in the name of the Pledgee.


 


8

















 


5.4       Contribution
calls 


 


The Pledgor shall forthwith pay up any
contributions duly called in respect of the Shares.


 


6.         REPRESENTATIONS AND WARRANTIES


 


The
Pledgor makes the representations and warranties set out in this Clause 6 to
the Pledgee.


 


The
Pledgor undertakes to the Pledgee that these representations and warranties
shall at all times remain true and correct until full discharge of the Pledge
in accordance with Clause 11.


 


6.1       Ownership


 


The
Pledgor has full right and title to the Shares. There is no Lien on any Shares
other than the Pledge, nor any authority granted or undertaking to create the
same. There is no floating charge (“pand op
handelszaak / gage sur fonds de commerce”) or other similar foreign law general Lien in existence on
the businesses of the Pledgor nor any mandate or undertaking to create the same
other than a general pledge on the Company’s business in favour of the Pledgee
or Permitted Encumbrances. The Shares are freely transferable and pledgeable.
The Shares have not been acquired by the Pledgor, or by any earlier owner, as
part of an acquisition of a business or of another set of assets falling under
Article 442bis of the Income Tax
Code 1992, Article 93undecies.B
of the VAT Code or Article 16ter
of the Royal Decree No. 38 of 27 July 1967 on the social status of
self-employed persons.


 


6.2       Shares


 


a)         The Shares are validly issued and fully paid up
and constitute 99.99 % of the outstanding issued shares in the share capital of
the Company. The Company has not declared any dividends in respect of the
Shares that are still unpaid on the date hereof.


 


b)         No depositary receipts have been issued for the
Shares.


 


c)         There are no outstanding options or other
rights entitling the holder thereof to the transfer of any of the Shares.


 


d)         There are no outstanding claims against the
Company for the issue of shares in the share capital of the Company.


 


e)         All of the Shares are registered in accordance
with the shareholders’ register of the Company and the Company has not issued
any bearer or dematerialised shares at any time.


 


9

















 


6.3       Valid
and binding obligations


 


This
Agreement creates a valid and enforceable first priority right of pledge over
the Shares and constitutes legal, valid and binding obligations of the Pledgor,
enforceable in accordance with its terms.


 


6.4       No
breach


 


The
execution and performance of this Agreement does not constitute a breach of any
contractual or other obligation of the Pledgor.


 


6.5       No
limitation


 


There
are no limitations, whether pursuant to the articles of association of the
Company or to any agreement, to the transferability of the Shares or to the
exercise of the voting rights attached thereto. There is no cause of suspension
of the voting rights attached to the Shares; in particular, the Pledgor has
duly given to the Company any notice that may have been required pursuant to
Article 632 §2 of the Company Code in connection with its acquisition of the
Shares.


 


7.         RESTRICTIONS AND UNDERTAKINGS


 


7.1       Security


 


Unless
otherwise permitted under the Finance Documents, the Pledgor shall not, without
the prior written consent of the Pledgee, create or permit to subsist any Lien
over any of the Shares or any part thereof (irrespective of whether ranking
before or behind the Pledge), and shall not permit the existence of any such
Lien other than this Pledge.


 


7.2       Disposal


 


a)         Unless otherwise permitted under the Finance
Documents, the Pledgor shall not (nor shall the Pledgor agree to), without the
prior written consent of the Pledgee, sell, lease, transfer or otherwise
dispose of any of the Shares.


 


b)         The Pledgor shall not acquire or permit the
creation of shares in the share capital of the Company unless such shares are
pledged to the Pledgee pursuant to this Agreement or a pledge agreement
containing the terms and conditions of this Agreement, and the Pledgee shall
not co-operate in the issue of depositary receipts for the Shares or any of
them.


 


10

















 


7.3       Attachments


 


The
Pledgor shall procure that no executory seizure (“saisie exécutoire / uitvoerend beslag”) is made on any of
the Shares and that any conservatory seizure (“saisie
conservatoire / bewarend beslag”) thereon is lifted within 60 days
of its first being made.


 


7.4       General
undertaking


 


The
Pledgor shall not do, or permit to be done, anything which could prejudice the
enforceability of the Pledge. The Pledgor shall cooperate with the Pledgee and
sign or cause to be signed all such further documents and take all such further
action as the Pledgee may from time to time reasonably request to perfect and
protect the pledge of the Shares and to carry out the provisions and purposes
of this Agreement.


 


8.         ENFORCEMENT


 


Without
prejudice to any other right or remedy available to the Pledgee, at any time on
or after an Enforcement Event has occurred:


 


a)         the Pledgee may enforce the Pledge pursuant to
and in accordance with Article 8, §1 of the law of 15 December 2004 relating to
financial security interests; and


 


b)         the Pledgee may exercise all rights and
remedies it possesses, and may act generally, to the extent permitted by
applicable law, in relation to the Shares in such manner as it shall reasonably
determine;


 


it
being understood, for the avoidance of doubt, that nothing in this Agreement
shall be construed as giving the Pledgee any right to appropriate any of the
Shares.


 


The
exercise by the Pledgee of the rights set out in this Clause 8 shall not be
subject to prior notice nor authorisation from the courts.


 


9.         APPLICATION
OF PROCEEDS


 


All
moneys received by the Pledgee under or pursuant to this Agreement shall be
applied in accordance with the Intercreditor Deed as defined in the Senior
Bridge Facilities Agreement.


 


11

















 


10.       DISCLAIMER
OF LIABILITY


 


The
Pledgee shall not be liable to the Pledgors for any costs, losses, liabilities
or expenses relating to the enforcement of the Pledge or from any act, default,
omission or misconduct of the Pledgee, or its officers, employees or agents in
relation to the Shares or in connection with this Agreement and/or the Senior
Bridge Facilities Agreement except to the extent caused by the Pledgee’s own
gross negligence (“faute grave / grove fout”) or wilful misconduct (“dol / bedrog”).


 


11.       DISCHARGE


 


11.1    Release


 


a)         Subject to Clause 11.2 hereof, the Pledgee
shall, at the request and cost of the Pledgor, release and cancel the Pledge
upon (a) the Secured Liabilities being discharged in full and none of the
secured parties being under any further actual or contingent obligation to make
advances or provide other financial accommodation to the security providers or
any other person under any of the Finance Documents, or (b) the Pledgors
ceasing to be both a Borrower and a Guarantor subject to, and in accordance
with, the Senior Bridge Facilities Agreement, 


 


b)         In connection with (a) any Permitted Disposal
of any property that is subject to the Pledge, (b) any sale or other
disposition of any Shares otherwise permitted by any Finance Document that is
subject to the Pledge, (c) any sale or other disposition of any Pledged Asset
where the Facility Agent or the Security Agent has consented to the disposal
pursuant to any Finance Document, Take-Out Financing, (d) any sale or any other
disposition of any property pursuant to a merger, consolidation,
reorganisation, winding-up, securitisation, Take-Out Financing or sale and
leaseback permitted by any Finance Document to the extent necessary to ensure
such merger, consolidation, reorganisation, winding-up, securitisation,
Take-Out Financing or sale and leaseback take place or (e) the creation of any
Encumbrance permitted by paragraph (x) of the definition of Permitted
Encumbrances, the Security Agent shall, at the request and cost of the Parent,
release and cancel the Pledge and procure the reassignment to the Pledgor of
the Shares pursuant to this Agreement, provided that, to the extent that the
disposal of the Shares is a Permitted Disposal or a sale or disposition
otherwise permitted by any Finance Document, the Shares shall be declared to be
automatically released from the Pledge with effect from the day of such
disposal and the Security Agent and the Facility Agent shall each do all such
acts which are reasonably requested by the Parent in order to release the
Shares.


 


c)         The Pledgee shall give such instructions and
directions as any Pledgor may reasonably require in order to perfect such
release.


 


12

















 


11.2    Retention
of security


 


a)         Any release of this Pledge shall be null and
void and without effect if any payment received by the Pledgee and applied
towards satisfaction of all or part of the Secured Liabilities (i) is avoided
or declared invalid against the creditors of the maker of such payment, or (ii)
becomes repayable by the Pledgee, or (iii) proves not to have been effectively
received by the Pledgee.


 


b)         If any payment by any Pledgor or any discharge
given by the Pledgee (whether in respect of any of the Secured Liabilities or
any security for the Secured Liabilities or otherwise) is avoided or reduced
for whatever reason:


 


(i)         the liability of any Pledgor shall continue as
if the payment, discharge, avoidance or reduction had not occurred; and


 


(ii)        the Pledgee shall, to
the extent permitted by applicable law, be entitled to recover the value or
amount of that security or payment from any Pledgor, as if the payment,
discharge, avoidance or reduction had not occurred,


 


being
understood that the Pledgor shall promptly do whatever the Pledgee requires for
such purpose, without prejudice to the Pledgors’ other obligations under this
Agreement.


 


12.       POWER
OF ATTORNEY


 


12.1    Appointment


 


The
Pledgor hereby irrevocably appoints the Pledgee as its attorney (with full
power of substitution) for the purposes of, on its behalf and in its name or
otherwise, at such time and in such manner as the attorney thinks fit upon the
occurrence of an Enforcement Event in accordance with the Senior Bridge
Facilities Agreement:


 


a)         doing anything which the Pledgor is obliged to
do (but has not done) under this Agreement and/or the Senior Bridge Facilities
Agreement; and


 


b)         exercising any of the rights conferred on the
Pledgor in relation to the Shares, under this Agreement and/or the Senior
Bridge Facilities Agreement or any applicable law, provided that such
exercising does not violate the corporate interest of the Pledgor.


 


12.2    Ratification


 


The
Pledgor agrees to ratify and confirm whatever any such attorney shall
reasonably do in the exercise or purported exercise of the power of attorney
granted by it in Clause 12.1, provided that such action by the Pledgee does not
violate the corporate interest of the Pledgor.


 


13

















 


13.       EVIDENCE OF DEBT


 


A
certificate signed by the Pledgee setting forth any amount due by the Pledgor
in respect of the Secured Liabilities shall, in the absence of manifest error
and until evidence of the contrary, be prima facie evidence of the existence
and amount of the Secured Liabilities.


 


14.       MISCELLANEOUS


 


14.1    Notices


 


All
notices or other communications under or in connection with this Agreement
shall be given in accordance with the provisions of Clause 42 of the Senior
Bridge Facilities Agreement.


 


14.2    Costs
and expenses


 


All
costs and expenses shall be allocated in accordance with the provisions of
Clause 27.2 of the Senior Bridge Facilities Agreement.


 


14.3    Delegation
of powers


 


The
Pledgee shall be entitled, at any time and as often as may be expedient, to delegate
all or any of the powers and discretion vested in it by this Agreement in such
manner, upon such terms and to such person as the Pledgee in its absolute
discretion may think fit.


 


14.4    No
implied waiver


 


a)         Nothing shall be construed as a waiver under
this Agreement unless a document to that effect has been signed by the Parties
or notice to that effect has been given.


 


b)         No failure or delay by the Pledgee to exercise
any right, power or remedy under this Agreement shall operate as a waiver
thereof.


 


14.5    Amendments


 


Except
as otherwise provided in this Agreement, no amendment to this Agreement shall
have any force or effect unless it is in writing and signed by or on behalf of
all Parties having obtained the requisite approval, if any, in accordance with
the provisions of the Senior Bridge Facilities Agreement.


 


14

















 


14.6    Severability


 


a)         Each of the provisions of this Agreement is
several and distinct from the others and if at any time one or more of such
provisions is or becomes invalid, illegal or
unenforceable the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby.


 


b)         In case 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 practicable in accordance with the
intents and purposes of this Agreement and which in its economic effect comes
as close as practicable to the provision being replaced.


 


14.7    Entire
agreement


 


This
Agreement contains the entire agreement between the Parties hereto relating to
the matters provided herein and supersedes all prior agreements and
understandings between the Parties other than the Senior Bridge Facilities
Agreement, whether oral or written, regarding the subject matter hereof.


 


14.8    Benefit
of this Agreement


 


This
Agreement shall be binding on, and inure for the benefit of, the Parties and
their respective successors.


 


14.9    Assignment


 


The
Pledgor may not assign or transfer, in full or part, this Agreement or any of
its rights, interests or obligations hereunder without the prior consent in
writing of the Pledgee.


 


14.10  Further
assurances


 


In
connection with this Agreement and all transactions contemplated hereby, each
Party hereto shall execute and deliver all such additional documents and
instruments, and perform such additional acts, as any other Party hereto may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
All approvals and consents of any Party hereunder shall be in writing.


 


15

















 


14.11  Governing
law


 


This
Agreement shall be governed by and construed in accordance with the laws of
Belgium.


 


14.12  Jurisdiction


 


a)         Any dispute arsing out of or in connection with
this Agreement, that the Parties are unable to settle amicably, shall be
submitted to the exclusive jurisdiction of the competent court in Brussels
(Belgium).


 


b)         The submission to the jurisdiction of the
Brussels courts referred to in paragraph (a) above shall not limit the right of
the Pledgee to initiate proceedings in any other court which may otherwise have
jurisdiction.


 


 


(signature
page follows)


 


16

















 


Executed
in
                                    
on 21 December 2005 in two (2) originals, each Party acknowledging the receipt
of one original.


 


 


HERTZ HOLDING NETHERLANDS B.V. 


as Pledgor


 


 


	
  By:

  	
  /s/
  Nuns Moodliar

  	
   

  	
  By:

  	
  /s/
  Michel Taride

  	
   

  
	
   

  	
   

  
	
  Name:
  Nuns Moodliar

  	
  Name:
  Michel Taride

  
	
  Title:
  Authorized Signatory

  	
  Title:
  Authorized Signatory

  



 


 


BNP PARIBAS S.A. 


as Pledgee


 


 


	
  By:

  	
  /s/
  Authorized Signatory

  	
   

  	
  By:

  	
  /s/
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  Name:
  Authorized Signatory

  	
  Name:
  Authorized Signatory

  
	
  Title:
  Authorized Signatory

  	
  Title:
  Authorized Signatory

  



 


17