Exhibit 4.5.21


 




 





BANK ACCOUNT PLEDGE AGREEMENT


(ACTE DE
NANTISSEMENT DE SOLDE DE COMPTE BANCAIRE)


(AS TO BANK ACCOUNTS HELD BY BNP PARIBAS St
Quentin, LCL La Défense,

CCP LOC Nantes, HSBC St Quentin)




 





 


 


DATED 21
DECEMBER, 2005


 


 


BETWEEN


 


 


HERTZ EQUIPEMENT FRANCE


as Pledgor


 


 


BNP
PARIBAS


as Security
Agent


 


 


THE
BENEFICIARIES


 


 





 

















 


INDEX


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions
  - interpretation

  	
  4

  
	
  2.

  	
  Security
  agent

  	
  7

  
	
  3.

  	
  Pledge

  	
  7

  
	
  4.

  	
  Preservation
  of security

  	
  7

  
	
  5.

  	
  Representations
  and warranties

  	
  8

  
	
  6.

  	
  Undertakings

  	
  8

  
	
  7.

  	
  Liability to
  perform

  	
  9

  
	
  8.

  	
  Enforcement

  	
  10

  
	
  9.

  	
  Application
  of proceeds

  	
  10

  
	
  10.

  	
  Covenant to
  release

  	
  10

  
	
  11.

  	
  Expenses,
  indemnities and taxes

  	
  11

  
	
  12.

  	
  Changes to
  parties

  	
  11

  
	
  13.

  	
  Severability

  	
  12

  
	
  14.

  	
  Notices

  	
  12

  
	
  15.

  	
  French
  language

  	
  12

  
	
  16.

  	
  Registration
  - notification

  	
  13

  
	
  17.

  	
  Governing
  law and jurisdiction

  	
  13

  
	
  18.

  	
  Duration

  	
  13

  
	
  19.

  	
  Waivers and
  remedies cumulative

  	
  13

  



 


SCHEDULES


 


	
  SCHEDULE 1

  	
   

  	
  Account holders

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  	
  Details of the pledged account

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  	
  The Beneficiaries

  



 


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THIS AGREEMENT IS MADE BY AND BETWEEN:


 


1.             HERTZ EQUIPEMENT FRANCE


 


a société par actions simplifiée organized and incorporated
under the laws of France, registered with the Trade and Companies
Registry (Registre du Commerce et des Sociétés) of
Versailles under number 428 675 839, having a share capital of 338,100 Euros, whose head office is
located at 1 Rue EUGÈNE HENAFF, ZONE DU BUISSON DE LA COULDRE, 78190
TRAPPES, France, represented by a duly authorized signatory for the purpose of
this Agreement (the “Pledgor”);


 


2.             BNP PARIBAS


 


a société
anonyme incorporated under the laws of
France, authorized as a credit institution, registered with the Trade and
Companies Registry (Registre du Commerce et
des Sociétés) of Paris under number 662 042 449, with
registered capital of 1,676,495,744 Euros, and having its registered office at
16 Boulevards des Italiens, 75009 Paris, France (the “Security
Agent”); and


 


3.             THE BENEFICIARIES


 


as
listed in Schedule 3 attached hereto, represented by the Security
Agent for the purpose of this Agreement.


 


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WHEREAS:


 


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


 


(B)          Pursuant to the provisions of the Senior Bridge Facilities Agreement,
and in order to guarantee the Secured Liabilities, the Pledgor has undertaken
to grant to the Beneficiaries, an account pledge agreement under the terms and
conditions of this Agreement.


 


NOW, THEREFORE, IT HAS BEEN AGREED AS
FOLLOWS :


 


1.             DEFINITIONS - INTERPRETATION


 


1.1          Definitions


 


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


 


“Account Holder” means each of the banks indicated
in Schedule 1 in the books of which the relevant Pledged Account is
open.


 


“Agreement” means this bank account credit
balance pledge agreement and its schedules, as it may be amended,
modified, completed or restated from time to time.


 


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


 


“Business 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.


 


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“Credit Balance” means any and all sums standing to
the credit of the Pledged Account from time to time.


 


“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.


 


“Events of Default” means one of the events described
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.


 


“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 Credit Balance of the Bank
Account (solde) by virtue of this Agreement, as
security for the Secured Liabilities.


 


“Pledged Account” means collectively any and all of
the bank accounts opened in the Pledgor’s name and pledged pursuant to this
Agreement and the references of which are set in Schedule 2 (as the
latter may be amended from time to time to reflect any changes to the bank
accounts pledged in accordance with this Agreement).


 


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


 


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


 


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


 


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


 


1.2          Construction


 


(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;


 


(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.


 


6

















 


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


 


2.             SECURITY AGENT


 


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


 


3.             PLEDGE


 


3.1.         As security for the Secured Liabilities and
pursuant to Articles L 521-1 to L 521-3 of the French Commercial Code (Code de commerce)
and article 2071 et sequitur of the French Civil Code (Code Civil), the Pledgor hereby pledges to the Beneficiaries
all its rights, title and interest, whether present or future, actual or
contingent, in respect of the Credit Balance of the Pledged Account.


 


3.2.         All rights, present and future, of the Pledgor
in respect of the Credit Balance of the Pledged Account shall automatically
become subject to the Pledge.


 


3.3.         Any security constituted pursuant to this
Agreement shall not be considered as satisfied or discharged or prejudiced by
any intermediate partial payment of the Secured Liabilities until the Discharge
Date.


 


4.             PRESERVATION OF SECURITY


 


4.1          Continuing Security


 


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


 


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 or disposal, by way of
novation, of a part or all of its rights and obligations by any
Beneficiary under each and any of the Finance Documents to which such Beneficiary
is a party, such Beneficiary hereby expressly maintains, which the Pledgor
accepts, all its rights and privileges for the benefit of its


 


7

















 


successor or transferee, in accordance with the terms of article 1278
of the French Civil Code (Code Civil) so
that the Pledge will secure the Secured Liabilities to the benefit of such
successor, without further formalities.


 


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, do not and will not conflict
with its constitutional documents and the documents governing the Pledged
Account; and


 


(c)           it has valid title to and is the sole absolute
legal owner of the Pledged Account and the Credit Balance thereof; and


 


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


 


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


 


Until the Discharge Date, the Pledgor will
not dispose of, or, encumber the Pledged Account and the Credit Balance thereof
otherwise than pursuant to, or as permitted under this Agreement or the Senior
Facilities Agreement.


 


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6.2          Other undertakings


 


Except as expressly permitted under the
Senior Bridge Facilities Agreement, the Pledgor hereby undertakes towards the
Beneficiaries, pursuant to this Agreement, that:


 


(a)           it will not agree, except to the
extent required by any applicable laws and regulation, to the exercise by any
person other than the Beneficiaries, and hereby waives any right which it may have,
now or hereafter, to set-off or counter-claim any amount against any sum
standing to the Pledged Account or the Credit Balance;


 


(b)           it will furnish to the Security
Agent, at its own cost and expense, upon demand by the Security Agent such
information, reports and records in respect of the Pledged Account and the
Credit Balance as the Security Agent may reasonably request as long as
this Agreement shall remain in force and effect;


 


(c)           it will not close the Pledged
Account except if the Credit Balance, if any, is credited on an account of the
Pledgor pledged in favour of the Beneficiaries and provided that the Pledgor
has given satisfactory evidence to the Security Agent that the monies and
payments (in particular, customer payments) which were originally directed to
the Pledge Account are directed on an account of the Pledgor; and


 


(d)           it will remain the sole absolute legal owner
and shall maintain the existence of the Pledge Account throughout the Security
Period, subject to paragraph (c) above.


 


7.             LIABILITY TO PERFORM


 


It is expressly agreed that the Pledgor shall remain liable to observe
and perform all of its obligations assumed in respect of any agreement
entered into with any Account Holder in connection with the opening and use of
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 any agreement entered into
with any Account Holder in connection with the opening and use of 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 at any time.


 


9

















 


8.             ENFORCEMENT


 


8.1          Subject to Clauses 8.2 and 8.3, the Pledgor
shall freely use its Pledge Account in accordance with its undertakings in
Clause 6.


 


8.2          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 shall refrain to
debit the Pledged Account without the prior written consent of the Security
Agent.


 


8.3          At any time following an Enforcement Event, the
Security Agent acting on behalf of the Beneficiaries shall be entitled to
exercise all rights, actions and privileges on the Pledged Account and/or the
Credit Balance as granted by law to a secured creditor, and in particular,
eight (8) Business Days after giving notice to the Pledgor as provided for
in article L 521-3 of the French Commercial Code (Code de commerce), request the French Court that
whole or part of the Credit Balance be attributed to the Beneficiaries in
accordance with articles L 521-3 of the French Commercial Code (Code de commerce)
and 2078 of the French
Civil Code (Code civil).


 


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; or


 


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


 


(c)           as otherwise permitted by the Intercreditor
Deed.


 


10

















 


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
Documents;


 


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


 


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


 


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


 


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


 


11.          EXPENSES, INDEMNITIES AND TAXES


 


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


 


12.          CHANGES TO PARTIES


 


12.1.       All the rights, privileges and options of the
Beneficiaries hereunder will benefit to its successors and permitted assigns
and all terms, conditions, promises, representations and warranties and
undertakings of the Pledgor hereunder shall oblige its successors and assigns
in the same manner, it being agreed and understood that:


 


11

















 


(a)           the Pledgor shall not assign or
delegate any of its rights or obligations hereunder, except as otherwise
permitted under the Finance Documents; and


 


(b)           the Beneficiaries shall be entitled
to assign and delegate their respective rights and obligations hereunder to any
third party in accordance with the Finance Documents.


 


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


 


13.          SEVERABILITY


 


13.1.       If, at any time, any provision hereof is or
becomes illegal, invalid or unenforceable in any respect in relation to the
Pledgor under the law of any jurisdiction, this will not affect:


 


(a)           the legality, validity or
enforceability of the remaining provisions hereof in the relevant jurisdiction
nor the legality, validity or enforceability of such provision; or


 


(b)           any other provision hereof under the
law of any other jurisdiction.


 


13.2.       In such situation, the parties shall negotiate
in good faith in a view to replacing the relevant provision by a legal, valid
and enforceable provision such as to be applicable in accordance with the
intention and the object of this Agreement and to entail economic effects
equivalent to the effects of the replaced provision.


 


14.          NOTICES


 


Unless otherwise provided herein, all notices and other communications
provided to any party hereto under this Agreement or any documents relating
thereto shall be served in accordance with the provisions of clause 42 of the Senior Bridge Facilities Agreement.


 


15.          FRENCH LANGUAGE


 


This Agreement shall be made in the English language and accompanied by
a French translation for the purposes of its registration and notification
pursuant to Clause 16. The English language version of this Agreement shall
prevail over any French translation and shall be binding on the Pledgor.


 


12

















 


16.          REGISTRATION - NOTIFICATION


 


16.1.       The French translation of this Agreement shall
be registered by the Security Agent, at the Pledgor’s expenses, with the
relevant French tax authorities and the Security Agent shall cause, at the
Pledgor’s expenses, notice of this Agreement to be given to the relevant
Account Holder by bailiff (huissier) in
accordance with article 2075 of the French Civil Code (Code civil) and article L 521-1, paragraph 4 of the
French Commercial Code (Code de commerce).


 


16.2.       For these purposes, all powers are vested in
the bearer of an original copy of this Agreement.


 


17.          GOVERNING LAW AND JURISDICTION


 


17.1.       This Agreement shall be governed by and
construed in accordance with French law.


 


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


 


18.          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.


 


19.          WAIVERS AND REMEDIES CUMULATIVE


 


19.1.       The
rights of the Beneficiaries under this Agreement:


 


(i)         may be exercised as often as necessary;


 


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


 


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


 


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


 


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Made in Paris


On 21 December 2005


In as many originals as parties
hereto and as required for registration purposes.


 


 


The Pledgor


 


HERTZ EQUIPEMENT FRANCE


 


	
  By:

  	
  /s/ Carlos
  Morello

  	
   

  



duly authorised for the purpose of this Agreement


 


 


The Security Agent


 


BNP PARIBAS


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  



duly authorised for the purpose of this Agreement


 


 


The Beneficiaries


As represented by the Security Agent


 


 


	
  By:

  	
  /s/ Charles Egly

  	
   

  



duly authorised for the purpose of this Agreement


 


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