Exhibit 4.5.10


 


 




 





 


BUSINESS PLEDGE AGREEMENT


 




 





 


 


by and between


 


 


HERTZ BELGIUM NV


 


as Pledgor


 


 


and


 


 


BNP PARIBAS S.A.


 


as Pledgee


 


 


Dated 21 December 2005


 


 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  2

  
	
   

  	
   

  
	
   

  	
  1.1
  DEFINITIONS

  	
  2

  
	
   

  	
  1.2 INTERPRETATION
  AND CONSTRUCTION

  	
  3

  
	
   

  	
   

  
	
  2.

  	
  PLEDGE

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  THE
  BUSINESS

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.

  	
  RECORDING
  AND NOTIFICATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  5

  
	
   

  	
   

  
	
   

  	
  5.1 

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE PLEDGOR

  	
  5

  
	
   

  	
  5.2 

  	
  REPETITIONS
  OF REPRESENTATIONS AND WARRANTIES OF THE

  	
  6

  
	
   

  	
   

  
	
  6.

  	
  UNDERTAKINGS
  OF THE PLEDGOR

  	
  6

  
	
   

  	
   

  
	
   

  	
  6.1 

  	
  CONDUCT OF
  BUSINESS

  	
  6

  
	
   

  	
  6.2 

  	
  NO
  IMPAIRMENT

  	
  6

  
	
   

  	
  6.3 

  	
  OTHER
  UNDERTAKINGS

  	
  6

  
	
   

  	
   

  
	
  7.

  	
  PRESERVATION
  OF SECURITY

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  CONTINUING
  SECURITY AND OTHER MATTERS

  	
  7

  
	
   

  	
   

  
	
   

  	
  8.1 

  	
  CONTINUING
  SECURITY

  	
  7

  
	
   

  	
  8.2 

  	
  ADDITIONAL
  RIGHTS

  	
  7

  
	
   

  	
  8.3 

  	
  NO
  SUBROGATION

  	
  7

  
	
   

  	
   

  
	
  9.

  	
  ENFORCEMENT

  	
  8

  
	
   

  	
   

  	
   

  
	
  10.

  	
  APPLICATION
  OF PROCEEDS

  	
  8

  
	
   

  	
   

  	
   

  
	
  11.

  	
  DISCHARGE

  	
  8

  
	
   

  	
   

  	
   

  
	
  12.

  	
  MISCELLANEOUS

  	
  9

  
	
   

  	
   

  
	
   

  	
  12.1 

  	
  NOTICES

  	
  10

  
	
   

  	
  12.2 

  	
  COSTS

  	
  10

  
	
   

  	
  12.3 

  	
  DELEGATION
  OF POWERS

  	
  10

  
	
   

  	
  12.4 

  	
  NO IMPLIED
  WAIVER

  	
  10

  
	
   

  	
  12.5 

  	
  AMENDMENTS

  	
  11

  
	
   

  	
  12.6 

  	
  SEVERABILITY

  	
  11

  
	
   

  	
  12.7 

  	
  ENTIRE
  AGREEMENT

  	
  11

  
	
   

  	
  12.8 

  	
  BENEFIT OF
  THIS AGREEMENT

  	
  11

  
	
   

  	
  12.9 

  	
  ASSIGNMENT

  	
  11

  
	
   

  	
  12.10 

  	
  FURTHER
  ASSURANCES

  	
  12

  
	
   

  	
  12.11 

  	
  GOVERNING
  LAW

  	
  12

  
	
   

  	
  12.12 

  	
  JURISDICTION

  	
  12

  
						



 


1

















 


	
  SCHEDULES:

  
	
   

  
	
  Schedule
  A:

  	
  Borderel

  
	
  Schedule
  B:

  	
  Bordereau

  
	
  Schedule
  C:

  	
  Location of the Business

  



 


2

















 


BUSINESS PLEDGE AGREEMENT


 


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


 


(1)                     HERTZ BELGIUM NV, a société anonyme organised under the laws of Belgium, having
its registered office at Excelsiorlaan 20, 1930 Zaventem, Belgium, and recorded
with the register of legal entities (Brussels) under company number
0401.678.879,


 


represented for the purposes of this
Agreement by Aad Monster in his/her capacity as General Manager,


 


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 75009 Paris, 24, boulevard des Italiens, and
registered with the Registre du Commerce et
des Sociétés de Paris under company number 662.042.449,


 


acting in its own name for and on behalf of
the Beneficiaries as Security Agent;


 


hereinafter referred to as the “Pledgee”,


 


WHEREAS


 


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


 


(B)       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.


 


(C)       The
Pledgor has agreed to enter into this Pledge in favour of the Finance Parties
in respect of the Business, as security for the Pledgor’s obligations towards
the Finance Parties in connection with the Finance Documents.


 


(D)       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 Finance Parties and its and their respective successors, assignees and
transferees.


 


1

















 


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 meanings:


 


	
  Agreement

  	
   

  	
  means the present business pledge agreement.

  
	
   

  	
   

  	
   

  
	
  Beneficiaries

  	
   

  	
  means the Finance Parties represented by the
  Security Agent.

  
	
   

  	
   

  	
   

  
	
  Business

  	
   

  	
  has the meaning given to it in Clause 3 of this
  Agreement.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Lien

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Party

  	
   

  	
  means any party to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Pledge

  	
   

  	
  means the first priority pledge (“gage de premier rang”/”eersterangs pand”)
  over its Business, created by or pursuant to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Receivables and

  Bank Account Pledge Agreement

  	
   

  	
  means a receivables and bank account pledge
  agreement dated 21 December 2005 entered into by and between each Party 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 Pledgor to the Finance
  Parties and the Security Agent (including the Hedging Banks) (or any of them)
  under the Finance Documents (or any of them).

  



 


2

















 


	
  Senior Bridge Facilities Agreement

  	
   

  	
  means 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, BNP Paribas S.A. as the Security Agent and the
  Facility Agent, the Original Borrowers and the Original Guarantors named
  therein.

  



 


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 and in Dutch. In the event
of any discrepancy between the English text of this Agreement and the Dutch
text, 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.


 


3

















 


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.


 


2.         PLEDGE


 


In order to secure the Secured Liabilities,
the Pledgor hereby grants to the Pledgee on behalf of the Beneficiaries a first
ranking pledge (“gage de premier rang”/”pand in eerste rang”) over its Business, in accordance with
the Belgian Law of 25 October 1919, as amended (the “Law”) and the Pledgee
hereby accepts such pledge for the following amounts:


 


(a)              in respect of principal and other amounts due (other than as covered by
(b) below), including in particular interest, expenses disbursements,
reinvestment, broken funding, early termination or other remedies, penalties,
fees or commissions: EUR 30,904,113.03;


 


(b)              three years of interest calculated at the rate of 18%, or such other
rate as may be agreed between the parties, in accordance with article 87 of the
Belgian mortgage law: pro mémoire.


 


3.         THE
BUSINESS


 


The Business being pledged hereunder is the business of the Pledgor, being
the business of owning, operating, leasing and renting vehicles, operated by
the Pledgor at the locations set out in Schedule C and/or any other
place where the Pledgor may now or in the future operate such business in
Belgium, currently registered with the Crossroadsbank for Enterprises under no.
RPM 0401.678.879. The parties declare that they regard such Business,
irrespective of the number of places in which it may now or in the future be
operated in Belgium, as constituting one single fonds de
commerce/handelszaak.


 


The Business is comprised of all constitutive parts thereof, including
without limitation the car fleet, the clientele, goodwill, the company name,
the commercial names and signs, the commercial organisation, trade and service
marks, patents and all other intellectual property rights, know-how whether the
subject of exclusive rights or not, all rights under leases, licences and other
contracts, all records, materials, machines, equipment, furniture and vehicles,
all items of stock whether located in the premises of the Pledgor or in the
hands of third parties (subject as the case may be to statutory limitations),
all shareholdings and participations, all cash, receivables, negotiable
instruments and securities, all assets on accounts with financial institutions,
all items of movable property deemed immovable by destination, all additions,
replacements and improvements, and all such items as may qualify lawfully form
part of a


 


4

















 


fonds de commerce/handelszaak for purposes of the Law. The
Business shall include all of the assets set forth in this Clause currently
owned by the Pledgor as well as such assets that will be acquired later.


 


4.         RECORDING AND NOTIFICATION


 


The creation of the right of pledge is effected by
the fact that the parties hereto sign this Agreement, and by the subsequent
registration of this Agreement with the competent tax administration and
mortgage registry office. Without prejudice to the unicity of the Business, the
registration with the competent tax administration and mortgage registry office
will be made as for the following amounts:


 


•      for the Business
operated at Lemonnierlaan 8, 1000 Brussels (branch number 2.142.544.116);


 


•      for the Business
operated at Eurostation - South, 1060 Brussels (branch number 2.142.544.215);


 


•      for the Business
operated at Arrival Hall, 1930 Zaventem (branch number 2.143.734.444);


 


•      for the Business
operated at Excelsiorlaan 20, 1930 Zaventem (branch number 2.144.122.246);


 


TOTAL: EUR
27,813,701.727


 


•      for the Business
operated at Boulevard d’Avroy 60, 4000 Liège (branch number 2.142.544.017): EUR
3,090,411.303.


 


The Pledgor and the Pledgee irrevocably appoint Benoît Feron and/or
Frédéric Heremans and/or Chan Park and/or Valérie De Cook (NautaDutilh,
Chaussée de la Hulpe, 177/6, B-1170 Brussels) as their attorneys-in-fact, each
with power to act alone and with power of substitution, for the purpose of
registering this Agreement with the competent tax administration and mortgage
registry office up to a principal amount EUR 30,904,113.03. For the purposes of
registration, the Pledgee elects domicile at:


 


•      for the Business
operated at (i) Lemonnierlaan 8, 1000 Brussels; (ii) Eurostation - South, 1060
Brussels; (iii) Arrival Hall, 1930 Zaventem and (iv) Excelsiorlaan 20, 1930
Zaventem: with Roland De Meerleer at 1000
Brussels, Rue de Namur 51;


 


•      for the Business
operated at Boulevard d’Avroy 60, 4000 Liège:
with Marc Evrard at 4000 Liège, Boulevard d’Avroy 160/9.


 


5.         REPRESENTATIONS AND WARRANTIES


 


5.1       Representations
and warranties of the Pledgor


 


The Pledgor represents and warrants for the benefit
of the Pledgee as follows:


 


5

















 


(i)            at the date of this Agreement, it does not conduct any business and has
no place of business in Belgium, other than as mentioned under Clause 3 above;
and


 


(ii)           the Pledgor has good and marketable title to the Business, including
the assets described under Clause 3 of this Agreement, and that such assets are
currently in its possession, free and clear of all claims, liens, security
interests, seizures, encumbrances, retention rights and other restrictions
which might affect the value and the use of such assets, except for the pledge
created hereunder or to the extent permitted under the Finance Documents.


 


(iii)          there is no fact known to the Pledgor which materially adversely
affects, or which is reasonably likely in the future to materially adversely
affect the Business, its assets or the financial situation of the Pledgor.


 


5.2       Repetitions
of representations and warranties of the Pledgor


 


The representations and warranties of the
Pledgor in Clause 5.1 (ii) shall be deemed repeated so that they remain
accurate at all times until the security interests granted hereunder are released
in accordance with Clause 13 hereof.


 


6.         UNDERTAKINGS
OF THE PLEDGOR


 


6.1       Conduct of
Business


 


The Pledgor shall conduct its Business in the ordinary course of
business, consistent with the Finance Documents.


 


6.2       No
impairment 


 


In general and unless permitted under the
Finance Documents, the Pledgor shall not take any action which would materially
impair the security granted hereunder. 


 


6.3       Other undertakings


 


In addition, the
Pledgor shall:


 


(a)   notify the Pledgee in advance of any transfer, opening
or closure of any place in which it operates its Business in Belgium; 


 


(b)   procure that it is and remains at all times duly
registered in the appropriate corporate registry for each of the places in
which it operates its Business in Belgium from time to time, and shall
forthwith upon making any new registration in Belgium supply the Pledgee with a
copy of the registration certificates;


 


6

















 


(c)   provide the Pledgee upon reasonable request with all
information and documents with respect to the Pledgor’s business operations
which the Pledgee, in its reasonable opinion, deems necessary in connection
with the performance of this Agreement; and 


 


(d)   promptly execute and deliver all such further
instruments and documents and take such further action as the Pledgee may from
time to time reasonably request to perfect and protect the Pledgee’s security
interests in the pledged Business. In particular, in the event that an
additional registration with the competent tax administration and mortgage
registry office is to be made in case the Business is operated in another
judicial district in Belgium as the one mentioned in Clause 3 hereof, the
Pledgor undertakes upon the reasonable request of the Pledgee to execute any
document and do whatever is necessary in order to perfect such additional
registration.


 


7.         PRESERVATION OF SECURITY


 


The parties agree that in the event of an assignment, transfer,
subrogation or novation of all or any of the rights and obligations under the
Finance Documents, the Pledgee shall preserve all of its rights with respect to
the Business, so that the security created by this pledge shall be
automatically transferred to the assignee or transferee or, as the case may be,
remain with the Pledgee.


 


8.         CONTINUING
SECURITY AND OTHER MATTERS


 


8.1       Continuing
security


 


This Pledge shall constitute continuing security in accordance with
Article 24.3 of the Senior Bridge Facilities Agreement.


 


8.2       Additional
rights 


 


All the rights of the
Pledgee hereunder shall be in addition to any other right vested in the
Pledgee. The Pledgor waives any right it may have of first requiring the
Pledgee to proceed against or claim payment from any other party or enforce any
guarantee or security before enforcing the pledge constituted hereunder.


 


8.3       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:


 


7

















 


(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.


 


9.         ENFORCEMENT 


 


At any time on or after an Enforcement Event has occurred:


 


(a)              the Pledgee may request authorisation from the court to enforce the
pledge hereby created, pursuant to the Law; and


 


(b)              the Pledgee may exercise all rights and remedies it possesses, and may
act generally in relation to the pledged Business in such manner as it shall
reasonably determine but always in accordance with the terms of this Agreement,
the terms of the Finance Documents and applicable law.


 


10.       APPLICATION OF PROCEEDS


 


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


 


11.       DISCHARGE


 


The Security Agent shall release the Pledge if any of the following
events occur :


 


a)                            Upon (a) the Secured Liabilities
being discharged in full and none of the Finance Parties being under any
further actual or contingent obligations to make advances or provide other
financial accommodations to the Pledgor or any other person under any of the
Finance Documents, or (b) the Pledgor ceasing to be both a Borrower and a
Guarantor subject to, and in accordance with, the Senior Bridge Facilities Agreement,
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 assets
assigned or charged pursuant to the 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 Pledged Assets otherwise
permitted by any Finance Document that is subject to the Pledge, (c) any sale
or other disposition of any Pledged Asset where the


 


8

















 


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 Pledged Assets pursuant to this Agreement, provided that, to the
extent that the disposal of the Pledged Assets is a Permitted Disposal or a
sale or disposition otherwise permitted by the Senior Bridge Facilities
Agreement, the Pledged Assets 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 Pledged Assets.


 


12.       RANKING


 


The security created pursuant to this Agreement
shall rank behind the security created by Receivables and Bank Account Pledge
Agreement. To the extent therefore that any receivables fall within the scope
of both this Agreement and the Receivables and Bank Account Agreement, the
proceeds in case of enforcement shall just be allocated to the Receivables and
Bank Account Pledge Agreement and subsequently towards the amount secured by
this Agreement.


 


13.       POWER OF ATTORNEY


 


13.1    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 Business, 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.


 


9

















 


13.2    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 13.1, provided that such action
by the Pledgee does not violate the corporate interest of the Pledgor.


 


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


 


The costs relating to the registration of
this Agreement with the competent tax administration and mortgage registry
office shall be borne by the Pledgor.


 


All other costs (including costs with respect
to the preparation, negotiation, signing and costs in relation to a syndication
of the the Senior Bridge Facilities Agreement) shall be allocated in accordance
with Clause 27.1 and 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.


 


10

















 


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.


 


14.6    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.


 


11

















 


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.


 


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)


 


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


 


 


HERTZ BELGIUM NV 


as Pledgor


 


 


	
  By:

  	
  /s/ Aad Monster

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Aad Monster

  	
  Name:

  
	
  Title: General Manager

  	
  Title:

  



 


 


BNP PARIBAS S.A. 


as Pledgee


 


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Charles Egly

  	
  Name:

  
	
  Title: Authorized signatory

  	
  Title:

  



 


13