Exhibit 4.5.26




 





 


SHARES ACCOUNT PLEDGE
AGREEMENT


(ACTE DE NANTISSEMENT DE COMPTE D’INSTRUMENTS
FINANCIERS)




 





 


 


DATED
21 DECEMBER, 2005


 


 


BETWEEN


 


EQUIPOLE


as Pledgor


 


 


BNP PARIBAS


as Security Agent


 


 


EQUIPOLE FINANCE SERVICES


as Account Holder


 


 


BNP PARIBAS


as
Bank Account Holder


 


 


THE BENEFICIARIES


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions And Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Security Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Pledge

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Preservation Of Security

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Representations And Warranties

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Undertakings

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Liability To Perform

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Enforcement

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Application Of Proceeds

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Covenant To Release

  	
  13

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Expenses, Indemnities And
  Taxes

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Changes To Parties

  	
  14

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Severability

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Notices

  	
  15

  
	
   

  	
   

  	
   

  
	
  15.

  	
  French Language

  	
  15

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Governing Law And Jurisdiction

  	
  15

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Duration

  	
  16

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Waivers, Remedies Cumulative

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1.

  	
  DETAILS OF THE SHARES AND THE PLEDGED ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2.

  	
  FORM OF STATEMENT OF PLEDGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3.

  	
  FORM OF CONFIRMATION OF PLEDGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4.

  	
  FORM OF BANK ACCOUNT HOLDER ACKNOWLEDGEMENT
  LETTER

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.

  	
  THE BENEFICIARIES

  	
   

  
					



 


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THIS
AGREEMENT IS MADE BY AND BETWEEN:


 


1.             EQUIPOLE


 


a société anonyme
incorporated under the laws of France, having a share capital of 54.962.390 €,
whose registered office is situated at 1 rue Eugene Hanaff 78190 Trappes,
registered with the Registre du Commerce et
des Sociétés  de Versailles under
the number 377 839 667, represented by a duly authorized signatory
for the purpose of this Agreement, as Pledgor;


 


2.             EQUIPOLE FINANCE SERVICES


 


a société par actions simplifiée incorporated under the laws of France, having a share capital of 80.038.400 €, whose registered office is
situated at Aéroport Beauvais-Tillé, 60000 Tillé,  registered with the Registre du Commerce et des
Sociétés de Beauvais under the number 444 593 263, represented
by a duly authorized signatory for the purpose of this Agreement, as
Account Holder;


 


3.             BNP PARIBAS


 


a société anonyme incorporated under the
laws of France and authorised as a credit institution, having a share capital
of 1.676.495.744 €,
whose registered office is situated at 24, boulevard des Italiens, registered with the Registre du
Commerce et des Sociétés de  Paris under the
number 662 042 449, as Bank
Account Holder.


 


4.             BNP PARIBAS


 


a société anonyme incorporated under the laws of France and authorised as a
credit institution, having a share capital of 1.676.495.744 €, whose registered office is located at 4,
boulevard des Italiens, registered with the Registre du
Commerce et des Sociétés de  Paris under the
number 662 042 449, as Security
Agent; and


 


5.             THE BENEFICIARIES


 


as listed in Schedule 5
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 Senior Bridge Facilities Agreement and as a condition precedent to the
Banks making the aforementioned facilities available, the Pledgor is required
to grant to the Beneficiaries a pledge over the Pledged Account (nantissement de compte d’instruments financiers) upon the
terms and conditions of this Agreement.


 


NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1          Definitions


 


In
this Agreement, terms not otherwise defined herein shall have the meaning
ascribed to them in the Senior Bridge Facilities Agreement, and the following
terms have the following meanings:


 


“Account Holder” means EQUIPOLE FINANCE SERVICES in its
capacity as holder (teneur de compte)
of the Financial Instruments Account opened in the name of the Pledgor in its
own books.


 


“Agreement” means this pledge of the Pledged Account together
with the Schedules attached hereto, as may be supplemented or amended from
time to time.


 


“Bank Account” means the
bank account (compte bancaire spécial) opened
in the name of the Pledgor in the books of the Bank Account Holder in
accordance with Article L.431-4 of the French Monetary and Financial Code
(Code monétaire et financier) (as
modified by the ordonnance no. 2005-171 dated 24 February 2005).


 


“Bank Account Holder” means BNP
PARIBAS in its capacity as holder (teneur de compte)
of the Bank Account opened in the name of the Pledgor in its own books.


 


“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


 


4

















 


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
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 10.


 


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


 


“Financial Instruments
Account” means the financial instruments account (“compte d’instruments financiers”) within the meaning of Article L. 431-4
of the French Monetary and Financial Code (Code monétaire et
financier) (as modified by the ordonnance no. 2005-171 dated 24
February 2005) opened in the name of the Pledgor in the books of the
Account Holder, as set out in Schedule 1.


 


“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 Pledged Account (compte d’instruments
financiers nanti) by virtue of this Agreement, as security for the
Secured Liabilities.


 


“Pledged Account” means the
Bank Account and the Financial Instruments Account.


 


“Pledgor”
means
EQUIPOLE, 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 Equipole Finance Services 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).


 


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“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.


 


“Shareholder Interest” means, in respect of the Pledgor and
at any time until the expiry of the Security Period, any and all of the Shares
of the Account Holder held by the Pledgor together with, in relation to the
Shares, all dividends, interest and other distributions thereon (fruits et produits) and all shares, other shareholder
interest (instruments financiers), other
securities (valeurs mobilières) (and the dividends,
interest and other distributions (fruits et produits)
thereon), rights, moneys or property, whether present or future, actual or
contingent, from time to time credited to the relevant Pledged Account in
accordance with the terms hereof and Article L. 431-4 of the French Monetary and Financial Code (Code
monétaire et financier) (as modified by the ordonnance no. 2005-171
dated 24 February 2005), provided that the dividends paid in cash (dividendes
en numéraire), interest and other distributions thereon (fruits et produits) relating to the Shares or other above
mentioned shareholder interest (instruments financiers)
shall only be credited to the Bank Account upon the occurrence of an Enforcement Event in
accordance with Clause 8.1.


 


“Shares” means, until
the Discharge Date, all the shares held at any time by the Pledgor in the
issued share capital of EQUIPOLE
FINANCE SERVICES.


 


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;


 


(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;


 


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(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.


 


1.3          Certificates


 


A certificate from
the Beneficiaries setting forth the amount of any Secured Liability due to the Beneficiaries by the Pledgor
pursuant to the Finance Documents shall be prima facie
evidence of such amount against the Pledgor in the absence of manifest error.


 


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.


 


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3.             PLEDGE


 


3.1          Pledged Account


 


As
security for the
full repayment, discharge and performance of the Secured Liabilities,
the Pledgor irrevocably
pledges to the Beneficiaries the Pledged Account to the credit of which its
Shareholder Interest has been credited, pursuant to Article L. 431-4
of the French Monetary and Financial Code (Code monétaire et financier) (as
modified by the ordonnance no. 2005-171
dated 24 February 2005) until the Discharge Date.


 


3.2          Registration of the Pledge


 


Immediately upon signature of this
Agreement and in relation to the Pledged Account, the Pledgor shall execute in
the French language a statement of pledge related to such Pledged Account (the “Statement of Pledge”) in the form of Schedule 2, transmit an executed copy of the Statement
of Pledge of the Pledged Accounts to the Account Holder of the Financial
Instruments Account and to the Bank Account Holder of the Bank Account and
request :


 


(i)            the Account Holder
(who accepts and undertakes to comply with) to (i) record in its shareholder register (“registre de mouvements de titres”), that such Financial
Instruments Account is pledged in favour of the Beneficiaries by virtue of this
Statement of Pledge and (ii) issue on the same date a certificate
of confirmation of pledge related to the Pledged Account (the “Confirmation of Pledge”) in the form of Schedule 3;
and


 


(ii)           the Bank Account
Holder (who accepts and undertakes to comply with) to (a) record that the
Bank Account is pledged in favour of the Beneficiaries by virtue of this
Statement of Pledge and (b) issue on the same date a certificate of
confirmation of pledge related to such Bank Account (the “Bank Account
Holder Acknowledgement Letter” and
together with the Confirmation of Pledge, the “Confirmations
of Pledge”) in the form of Schedule 4.


 


3.3          Shareholder Interest


 


(a)           Without prejudice to Clause 3.1 and subject to
the provisions of Clause 8:


 


(i)            any shareholder interest (instrument
financier) for any reason whatsoever substituted for, or added to,
the Shareholder Interest of the Pledgor, together with any and all
distributions, interest and proceeds (fruits et produits)
resulting therefrom in accordance with Article L. 431-4 of the French Monetary and Financial Code (Code monétaire
et financier) (as modified by the ordonnance no. 2005-171
dated 24 February 2005), and


 


(ii)           more generally, any shares or other shareholder
interests (instruments financiers) attributed to,
and any additional shares or other shareholder interests (instruments
financiers) acquired by, the Pledgor and constituting ownership
interests in the Account Holder or any legal entity resulting from the
transformation or merger of the Account Holder or any similar operation shall
automatically be deemed the Shareholder Interest of the Pledgor for the


 


8

















 


purposes of this Agreement and shall, subject
to Clause 3.5, be promptly credited to the Pledged Account, without any such
operation constituting in any manner a novation of the rights and security
granted to the Beneficiaries hereunder and the Pledgor shall sign and instruct
the Account Holder to sign all documents and take all action necessary to
confirm the same in favour of the Beneficiaries.


 


(b)           The Pledgor shall not
be entitled to replace or substitute all or part of its Shareholder
Interest without the prior written consent of the Beneficiaries in each
instance.


 


3.4          Surety in Rem (Caution Réelle)


 


The Pledgor hereby represents and warrants to
each Beneficiary that it has full knowledge of the obligations of Equipole
Finance Services as Obligor under the Senior Bridge Facilities Agreement and of
the Secured Liabilities and that it will act hereunder as surety in rem (caution réelle)
for Equipole Finance Services. To any extent applicable herein, the Pledgor
confirms that its undertaking as surety in rem (caution réelle) under this Agreement is joint and several (solidaire) and the Pledgor hereby waives its “bénéfices de discussion et de division” in accordance with
Articles 2021 et seq. and 2026 et seq. of the French Civil Code (Code Civil)
and to the fullest extent provided by law, any other defences that may otherwise
be available to the Pledgor.


 


3.5          Income and Proceeds


 


In accordance with Article L.431-4
of the French Monetary and Financial Code (Code monétaire et
financier) (as modified by the ordonnance no. 2005-171
dated 24 February 2005), any dividends paid in cash (dividendes
en numéraire) interest and other distributions thereon (fruits et produits) relating to the Shareholder Interest
registered in the Financial Instruments Account shall be recorded on the Bank
Account. For the avoidance of doubt, the parties hereto acknowledge that
subject to Clause 8.1, the Pledgor shall be free to apply and use at its discretion
any such amounts, and such amounts shall only be credited to the Bank Account
when, and if, required under Clause 8.1. The Bank Account shall be deemed to be an integral part of the
Financial Instruments Account as from the date of execution of the Statement of
Pledge. The Pledgor may request from the Bank Account Holder a certificate
of pledge comprising the inventory of all sums standing to the credit of the
Bank Account as at the date of delivery of such certificate.


 


3.6          Instructions


 


The Pledgor hereby
instructs the Account Holder to pay all dividends paid in cash (dividendes en numéraire) interest and other distributions
thereon (fruits et produits) relating to the
Shareholder Interest on the Bank Account.


 


9

















 


4.             PRESERVATION
OF SECURITY


 


4.1          Continuing security


 


The security (nantissement)
constituted by the Pledge herein created shall continue until the Discharge
Date.


 


4.2          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.


 


4.3          Security transfer


 


In the event of any assignment, transfer,
novation or disposal 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 hereunder for the benefit of
its successor, in accordance with the terms of Article 1278 of the
(French) Civil Code (Code Civil) so
that the Pledge herein created will secure, until the Discharge Date, the
Secured Liabilities to the rateable benefit of such successor, without further
formalities.


 


5.             REPRESENTATIONS AND WARRANTIES


 


5.1          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, each Statement of Pledge and the Pledge created over the
Pledged Account, do
not and will not conflict with its constitutional documents and the
constitutional documents of the Account Holder;


 


(c)           it has valid title and is the sole absolute legal
owner of its Shareholder Interest and its Pledged Accounts and all of its
Shares and its Shareholder Interest have been validly issued and fully paid,
and are not subject to any option to purchase or similar rights;


 


(d)           its
Pledged Accounts and its Shareholder Interest are 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 Pledged Accounts.


 


10

















 


5.2          Time for
making representations and warranties


 


The representation and warranties set out in
Clause 5.1 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.


 


6.             UNDERTAKINGS


 


6.1          Duration


 


The undertakings in
this Clause 6 shall remain in force throughout the Security Period.


 


6.2          No
Disposal – No Encumbrance


 


Until the Discharge Date, the Pledgor will not dispose of, or, encumber
the Pledged Account and any Shareholder Interest credited on the Pledged
Account otherwise than pursuant to, or as permitted under this Agreement or the
Senior Bridge Facilities Agreement.


 


6.3          Management of Pledged Account


 


Except as otherwise provided for in, or
permitted by, the Senior Bridge Facilities Agreement or any Finance Document:


 


(a)           Until the Discharge Date, the
Pledgor will request the
Account Holder to credit to the Pledged Account any Shareholder Interest
attributed to or acquired by it in accordance with Clause 3.3 and subject to
Clause 8.1 and will sign all documents and take all action necessary to this
effect.


 


(b)           Without prejudice to Clause 3.5, until the
Discharge Date, the Pledgor will not (i) locate or permit to locate the Shareholder
Interest received by it from any person for whatever reason in an account other
than the Pledged Account, (ii) close or transfer the Pledged Account,
except in either case as otherwise provided in, or permitted by, the Senior
Bridge Facilities Agreement or any Finance Document nor (iii) appoint a
new account holder other than the Account Holder and the Bank Account
Holder, except as
otherwise provided for in, or permitted by, the Senior Bridge Facilities
Agreement or any Finance Document, unless such new account holder has been
approved by the Beneficiaries (such approval not to be unreasonably withheld or
delayed) and has agreed in writing to be bound by all the terms and conditions
of this Agreement, as Account Holder or Bank Account Holder.


 


6.4          Voting
rights


 


The Pledgor will not exercise the voting rights attached to its
Shareholder Interest in a way that would prejudice the ability of the
Beneficiaries under this Agreement to enforce the security created over the
Pledged Account by virtue of this Agreement.


 


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6.5          Information


 


Until the Discharge Date, the Pledgor will
permit the Security Agent at any time, to request from the Account Holder and the
Bank Account Holder
that such information, reports and records in respect of the Pledged Account,
including a confirmation of pledge shall be furnished as soon as reasonably
practicable after demand of the Security Agent and it will sign all documents
and take all action reasonably necessary to effect this.


 


6.6          Shares


 


The Pledgor shall inform the Security
Agent of any change in the form of the Shares promptly upon the occurrence
of such change.


 


7.             LIABILITY TO PERFORM


 


It is expressly agreed that the Pledgor shall
remain liable to observe and perform all of the conditions and obligations
assumed by it respectively in respect of its Shareholder Interest and the
Pledged Account. Each Beneficiary and the Security Agent shall not have
any liability in connection with, or arising out of, this Agreement other than
under Clause 10 to the extent that any such liability under such Clause 10 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 fulfil any
obligation of the Pledgor in respect of its Shareholder Interest and the
Pledged Account, 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 it may have
been or to which it may be entitled hereunder at any time or times.


 


8.             ENFORCEMENT


 


8.1          Upon the
occurrence of any Event of Default and for so long as such Event of Default has
not been remedied or remains unwaived under the Senior Bridge Facilities
Agreement, the Pledgor will cease to be entitled to receive payment of
any dividends paid in cash (dividendes en numéraire),
interest and other
distributions thereon (fruits et produits)
in respect of its Shareholder Interest and such dividends, interest and other distributions
thereon (received on or after receipt of the relevant notice by the
Pledgor) shall be immediately credited in the Bank Account in favour of the
Beneficiaries subject to the provisions of the Intercreditor Deed. The Pledgor shall cause the Account
Holder to register with the Bank Account any and all dividends, interest and
other distributions thereon received or to be received by it in respect
of its Shareholder Interest as from the date mentioned above.


 


8.2          At any time following
an Enforcement Event, the
Security Agent acting on behalf of the Beneficiaries shall be entitled to (i) exercise
all rights, actions and privileges on the Pledged Accounts and/or the
Shareholder Interest of the Pledgor as granted by law to a secured creditor,
and in particular, (ii) request direct payment of moneys or cash proceeds
credited to the Pledged Accounts, subject to the Beneficiaries making request


 


12

















 


of the same by at
least eight days notice sent to the Account Holder, the Bank Account Holder and
to the Pledgor by registered letter in accordance with any legal requirements
including Article L.431-4 of the French Monetary and Financial Code (Code monétaire et financier) and the Article D 431-1 of
the French Monetary and Financial Code (Code monétaire et
financier).


 


9.             APPLICATION OF PROCEEDS


 


Any moneys received by the Beneficiaries or the Security Agent from the
Pledgor or any third party pursuant to this Agreement shall be applied in
accordance with the order and priority set forth under the Intercreditor Deed.


 


10.          COVENANT TO RELEASE


 


10.1        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;


 


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


 


(c)           as otherwise permitted by the Intercreditor
Deed.


 


10.2        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
Document;


 


(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


 


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(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.


 


10.3        In connection with any release or
cancellation described in Clause 10.1 or 10.2, the Security Agent and the other
Beneficiaries shall each do all such acts and things, at the Pledgor cost, as
are reasonably requested by the Pledgor in order to release and cancel the
Pledge.


 


11.          EXPENSES, INDEMNITIES AND TAXES


 


The
Pledgor shall pay all 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 and the
Statement of Pledge on the same terms as under clause 27 of the Senior Bridge
Facilities Agreement.


 


12.          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:


 


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


 


(b)           the Beneficiaries and the Security Agent shall be entitled to
assign, transfer, novate or dispose of any of, or any interest in, their rights
and/or obligations hereunder to any successor 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 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 (Code de Commerce)
shall be deemed to be a transfer for the purpose of the present provision.


 


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13.          SEVERABILITY


 


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


 


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


 


(b)           in respect of the Pledgor and/or the Account
Holder 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
agreeing the replacement of such provision with 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 comes
as close as practicable to the provision being replaced.


 


14.          NOTICES


 


Except
as specifically provided
otherwise in this Agreement, all notices or other communications under or in
connection with this Agreement shall be given to each party as specified in
clause 42 of the Senior Bridge Facilities Agreement.


 


All notices, requests or communications to be made
and all documents to be delivered to Equipole shall be made and delivered to :


 


Equipole


Attention : Brigitte Rischard


1, rue Eugène Hénaff – Z.A. du
Buisson de la Couldre

78190 Trappes


France


 


Fax. +33 (0) 1 39
38 35 01


 


15.          FRENCH LANGUAGE


 


The Statement of Pledge executed by the Pledgor
pursuant to Clause 3.2 shall be made in the French language and accompanied by
an English translation. The French language version of the Statement of Pledge
shall prevail over any English translation and shall be binding on the Pledgor.


 


16.          GOVERNING LAW AND JURISDICTION


 


16.1        Governing
law


 


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


 


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16.2        Jurisdiction


 


For
the benefit of the Beneficiaries, the Pledgor agrees that the courts of France
have jurisdiction to settle any disputes in connection with this Agreement and
the Statement of Pledge, and accordingly submit to the jurisdiction of the
Commercial Court of Paris (Tribunal de Commerce de Paris).


 


17.          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 10.


 


18.          WAIVERS, REMEDIES CUMULATIVE


 


18.1        The rights of the Beneficiaries and the
Security Agent 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.


 


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


 


 


Made in Paris


On 21 December, 2005


 


In as many original
copies as parties to this Agreement


 


 


	
  The Pledgor

  
	
   

  
	
  EQUIPOLE

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


16

















 


	
  The Security Agent

  



 


	
  BNP
  PARIBAS

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Beneficiaries

  
	
  As represented
  by the Security Agent

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Account Holder

  
	
   

  
	
  EQUIPOLE FINANCE SERVICES

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Bank Account Holder

  
	
   

  
	
  BNP PARIBAS

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


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