Exhibit 4.5.36


 


 


 


PLEDGE AGREEMENT OVER SHARES


 


 


21 December 2005


 


 


BETWEEN


 


 


HERTZ
HOLDINGS SOUTH EUROPE S.R.L.


as Pledgor


 


 


and


 


 


BNP PARIBAS S.A.


as Security Agent and Pledgee


 






 


UGHI E NUNZIANTE


VIA XX
SETTEMBRE 1


00187 ROMA






 

















EXECUTION COPY


 


CONTENTS


 


	
  1.

  	
  DEFINITION AND INTERPRETATION

  	
  pag. 4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  PLEDGE OF SHARES

  	
  pag. 6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  ENFORCEMENT

  	
  pag. 7

  
	
   

  	
   

  	
   

  
	
  4.

  	
  EFFICACY AND DURATION OF THE PLEDGE

  	
  pag. 8

  
	
   

  	
   

  	
   

  
	
  5.

  	
  RELEASE OF THE PLEDGE

  	
  pag. 9

  
	
   

  	
   

  	
   

  
	
  6.

  	
  FURTHER ASSURANCE

  	
  pag. 10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  COVENANTS

  	
  pag. 10

  
	
   

  	
   

  	
   

  
	
  8.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  pag. 12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  VOTING RIGHTS

  	
  pag. 13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  DIVIDEND RIGHTS

  	
  pag. 13

  
	
   

  	
   

  	
   

  
	
  11.

  	
  NOTICES

  	
  pag. 13

  
	
   

  	
   

  	
   

  
	
  12.

  	
  MISCELLANEOUS

  	
  pag. 14

  
	
   

  	
   

  	
   

  
	
  13.

  	
  SUCCESSORS AND ASSIGNEES

  	
  pag. 15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  EXPENSES AND TAXES

  	
  pag. 15

  
	
   

  	
   

  	
   

  
	
  15.

  	
  APPLICABLE LAW – CHOICE OF FORUM

  	
  pag. 15

  



 


2

















 


PLEDGE AGREEMENT OVER
SHARES


 


BETWEEN


 


Hertz Holdings South Europe S.r.l., a company incorporated under the
laws of Italy, whose registered office is located at Viale Leonardo da Vinci
421, 00145 Rome, Italy, registered with the Register of Companies of Rome under
no. 05586261009, represented by Mr.                                                                         ,
duly empowered to execute the present agreement by virtue of special power of
attorney issued on 19 December 2005 for the purpose of this
Agreement (the “Pledgor”)


 


AND


 


BNP
Paribas, a bank incorporated under the laws of France, with registered office
at 16, boulevard des Italiens, 75009 Paris, having a corporate capital of Euro
1,757,231,208, registered with the Register of Companies under SIREN no. 662
042 449, as Security Agent in the name and on behalf of the Banks (as
hereinafter defined) pursuant to the Intercreditor Deed, represented by                     
                      ,
duly empowered as attorney to execute this Agreement (the “Pledgee”)


 


The
Pledgor and the Pledgee are hereinafter each referred to as a “Party” and collectively referred to as the “Parties”.


 


WHEREAS


 


(A)          Pursuant
to a senior bridge facilities agreement dated 21 December 2005 made, inter alia, among Hertz International Ltd,
the Original Borrowers (as defined in the senior bridge facilities agreement),
BNP Paribas, The Royal Bank of Scotland plc, and Calyon (the “Facility Agreement”), the Banks will make
available certain facilities to the Company;


 


(B)          under
the terms of the Facility Agreement, the Pledgor has undertaken to grant as
security for the Secured Liabilities (as defined below), a pledge over the
Pledged Shares (as hereinafter defined) for the benefit of the Pledgee (the “Pledge”);


 


(D)          The
Pledgor is the registered owner of no. 1,635,000 ordinary shares with a nominal
value of Euro 1 each, (the “Shares”)
representing 100% of the equity capital of Hertz Italiana S.p.A., a company
incorporated under the laws of Italy, with registered office in Viale Leonardo
da Vinci 421, 00145 Rome, Italy, registered in the Register of Enterprises of
Rome under No. 00433120581 (the “Company”)
(hereinafter, the Shares together with any 


3

















 


shares of the Company which the Pledgor may acquire in
the future by means of the exercise of any option rights deriving from any
capital increases resolved by the Company, the “Pledged  Shares”).


 


IN LIGHT OF THE FOREGOING, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.            DEFINITION AND INTERPRETATION


 


1.1           For
the purposes of this Agreement and without prejudice to cases where the context
allows for a different interpretation, the terms and expressions hereinafter
shall be interpreted as follows:


 


“Agreement” means this pledge agreement over the Pledged Shares;


 


“Banks” has the meaning ascribed to it in the Facility Agreement;


 


“Borrower” has
the meaning ascribed to it in the Facility Agreement;


 


“Business Day” means a day (other than a Saturday or a Sunday)
on which banks are open for general business in London, Paris, Rome and Milan,
which is also a TARGET Day;


 


“Civil Code” means the Italian civil code approved by the
Italian Royal Decree No. 262 of 16th March, 1942, as from time to time
amended and supplemented;


 


“Encumbrance” has the meaning given to that term in the Facility Agreement;


 


“Enforcement
Event” means the occurrence of
an Event of Default which is continuing and has not been waived under the Facility
Agreement and which has resulted in the Security Agent serving notice under
clause 23.17(a) (Acceleration and Cancellation) of the Facility Agreement
in connection with the Secured Liabilities or any of them


 


“Event of Default” has the meaning ascribed to it in the Facility Agreement;


 


“Finance Documents” has the meaning ascribed to it in the Facility Agreement;


 


“Guarantor” has
the meaning ascribed to it in the Facility Agreement;


 


“Insolvency Law” means the Italian Royal Decree No. 267 of
16th March, 1942, as from time to time amended and supplemented;


 


4

















 


“Intercreditor Deed” has the meaning ascribed to it in the
Facility Agreement;


 


“Legal
Opinions” has the meaning given to that term in the
Facility Agreement;


 


“Parent” means Hertz International Ltd, a corporation
incorporated under the laws of the State of Delaware, having (as of the date
hereof) its registered office at 225 Brae Boulevard, Park Ridge, New Jersey,
07657;


 


“Permitted Encumbrance” has the meaning given to that term in the Facility
Agreement;


 


“Permitted Disposal” has the meaning given to that term in the Facility Agreement;


 


“Secured Claims” means the claims (diritti di credito) of the Secured Creditors in respect of
the Secured Liabilities;


 


“Secured Creditors” means any of the Banks;


 


“Secured Liabilities” means:


 


(a)   all present and future obligations and liabilities (whether actual or
contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Company to the Banks (or any of them) under the Finance
Documents (or any of them); and


 


(b)   all present and future contingent obligations
and liabilites of the Company in case of claw-back (revocatoria)
or ineffectiveness (inefficacia),
pursuant to article 65 or article 67 of the Insolvency Law (or any
other provision of Italian law or any other applicable law), of any payment
made by the Company or any other person to discharge any of the obligations
referred to above, which are excluded from the contingent liabilities under
letter (a) above.


 


“Security Period” means the period beginning on the date hereof
and ending on the first anniversary of the full and unconditional discharge of
the Secured Liabilities described under
paragraph (a) of the definition of Secured Liabilities; provided
that if in the meantime the Pledgor or any third party who has made payments
discharging the Secured Liabilities
described under paragraph (a) of the definition of Secured Liabilities
on behalf of the Pledgor is adjudicated bankrupt or submitted to any insolvency
proceedings which may trigger the applicability of article 65 or article 67
of the Insolvency Law (or any similar provision under any applicable law), such
term shall be extended until no revocatory action can be exercised;


 


5

















 


“Share Certificate” means the share certificate no. 27
representing the Shares;


 


“Term” has the meaning given to the term in the Facility Agreement


 


“Transfer
Certificate” has the meaning given to that term in the Facility
Agreement.


 


1.2           The recital forms
an integral part of this Agreement.


 


1.3           Terms
not otherwise defined herein shall have the same meaning ascribed to them in
the Facility Agreement.


 


1.4           The
words and expressions beginning with a capital letter, used either in the
singular or in the plural form, shall have, for the purposes of this Agreement,
the meaning which they have been attributed under the Facility Agreement,
unless otherwise defined in this Agreement.


 


1.5           References
to a document shall mean such document, as modified, replaced by novation or
complemented.


 


1.6           If an
amount paid by the Company or any person on behalf of the Company or otherwise
to discharge any of the Secured Liabilities has been avoided or otherwise set
aside on the liquidation or administration of the Company or any such person or
otherwise, then that amount shall not be considered to have been irrevocably
paid for the purposes of the Pledge.


 


2      PLEDGE OF SHARES.


 


2.1           Pursuant
to the terms of this Agreement, the Pledgor, as security for the fulfilment of
the Secured Liabilities, hereby
pledges the Pledged Shares to the Pledgee, in accordance with Legislative
Decree no. 170/2004.


 


2.2           If one or more of the Secured Liabilities is
declared invalid or unenforceable for whatever reason, or if the Pledge cannot
or can no longer secure, for whatever reason, one or more of such liabilities,
this shall not prejudice the validity and the enforceability of the Pledge,
which shall continue to secure the full, unconditional and irrevocable
performance of all other such liabilities.


 


2.3           This
Pledge covers all rights, present or future, which are or shall be attached to
the Pledged Shares such as any rights upon liquidation of the Company or upon
any distribution resulting from a reduction of capital of the Company, except
as otherwise provided therein.


 


6

















 


2.4           The
Pledgor agrees that any securities that may be issued in exchange for, in
replacement of or in complement of the Pledged Shares shall be equally and
automatically subject to this Pledge and undertakes to perfect the extension of
the Pledge thereon pursuant to the provisions below.


 


2.5           On the
day of the execution of this Agreement, the Pledgor shall deliver to the
Pledgee or to any delegate, agent or person appointed by the Pledgee:


 


(i)            the
Share Certificate with the annotation of pledge signed by a director of the
Company;


 


(ii)           a copy  of the page of the
Shareholders’ Book of the Company containing the entry of the Pledge. Such entry shall contain the following wording “In virtù del
contratto di pegno stipulato in data 21 dicembre 2005, il socio di codesta Società, ha costituito in
pegno n. 1.635.000 azioni, ciascuna del
valore nominale di Euro 1, rappresentanti l’intero
capitale sociale della Società, a favore di BNP Paribas quale Security Agent
delle Banche, come definito nel predetto contratto di pegno. Il diritto di voto
e il diritto ai dividendi spetta al costituente o al Security Agent in
conformità a quanto previsto dagli articoli 9 e 10 del contratto di pegno “.


 


2.6           As
soon as reasonably possible and, in any case, not later than 15 (fifteen)
Business Days from the execution of this Agreement, the Pledgor shall deliver
to the Security Agent a notarial excerpt of the Shareholders’ Book of the
Company evidencing the entry of the Pledge.


 


2.7           The
Parties agree that the share certificates representing the Pledged Shares will
be kept in custody pursuant to article 2786 of the Civil Code by Banca di
Roma, Agenzia 42, Piazza Marconi 42, in Rome.


 


3.             ENFORCEMENT.


 


3.1           Should
an Enforcement Event have occurred, the Pledgee shall be entitled to exercise
all rights and actions provided for by the law and, particularly, by article 4
of the legislative decree no. 170/2004, it being understood that, for the
purpose of article 4.1, lett. b) of the legislative decree no. 170/2004,
the value of the Pledged Shares will be considered as equal to their face
value.


 


3.2           The
Pledgee shall be entitled to all rights and privileges pertaining to the
Pledged Shares, included those to which the Pledgee would be entitled according
to Italian law with respect to the proceeds of their sale, if such sale takes
place under the conditions herein provided.


 


3.3           The
Security Agent will receive the relevant proceeds and distribute them in
accordance with the provisions set forth in the Intercreditor Agreement.


 


7

















 


4.             EFFICACY AND DURATION OF THE
PLEDGE.


 


4.1           Pursuant
to article 1232 of the Civil Code, the Parties hereby expressly agree that
the Pledge shall remain in full force and effect in the case of novazione  oggettiva
of one or more Secured Liabilities.


 


4.2           Pursuant
to article 1275 of the Civil Code, the Pledgor hereby expressly and
irrevocably consents to the continuation of the Pledge in the event of novazione soggettiva of one or more
Secured Liabilities.


 


4.3           The
Parties expressly agree and acknowledge that, for the purposes of the Pledge,
any transfer, in whole or in part, of the Facility Agreement (including without
limitation any transfer by way of English law novation), and any assignment, in
whole or in part, of one or more Secured Claims, including without limitation
any assignment carried out under clause 36 (Assignments and Transfers) of the
Facility Agreement, are and shall be considered as being, respectively, cases
of “cessione del contratto” and “cessione del credito”, and therefore they
shall never entail a “novazione oggettiva”
of, or have an “effetto novativo”
on, the Secured Liabilities or the Pledge.


 


4.4           Without
prejudice to the provisions of paragraphs 4.1, 4.2 and 4.3 above, in any case
of:


 


(i)            “novazione
oggettiva” of one or more Secured Liabilities;


 


(ii)           “novazione
soggettiva” of one or more Secured Liabilities;


 


(iii)          transfer, in whole or in part, of the Facility Agreement, including
without limitation any transfer by way of English law novation;


 


(iv)          any assignment, in whole or in part, of one or more Secured Claims,
including without limitation any assignment carried out under clause 36
(Assignment and Transfers) of the Facility Agreement; or


 


(v)           one or
more changes, of whatever nature and for whatever reason, in one or more terms
of any of the Facility Agreement or in one or more terms of any of the Secured
Liabilities,


 


at the reasonable request of the Pledgee and in
the manner and at the time specified by the latter, the Pledgor and/or the
Company as the case may be, at its own expenses, shall execute any deed,
agreement, document, act or certificate and take all the steps which are
necessary or appropriate, at the Pledgee’s discretion, to maintain the Pledge;
it being understood that should the request of the Security Agent arise from
circumstances not attributable to the Company no expenses shall be borne by the
Company or by the Parent.


 


4.5           To the
extent explicitly permitted under the Facility Agreement and pursuant to article 1407,
first paragraph, of the Civil Code, each of the Parties hereby provides its
explicit and irrevocable consent to the transfer (cessione), in whole or in part, by any Secured Creditor, as
the case may be, of its contractual position as a secured creditor (creditore garantito) under this Agreement
in 


 


8

















 


favour of any person executing a Transfer Certificate
with any other Secured Creditor, as the case may be.


 


4.6.          This Agreement shall be effective as of the date of its execution and
until the expiration of the Security Period.


 


5.             RELEASE OF THE PLEDGE.


 


5.1           The
Pledgee shall cancel this Pledge and release the Pledged Shares, at the Pledgor’s
expenses, at the end of the Security Period.


 


5.2           Notwithstanding
anything to the contrary contained in the Finance Documents, the Security Agent
shall release the Pledge, at the request and at the cost and expense of the
Parent, upon occurrence of any of the following events:


 


(a)    the Secured
Liabilities being discharged in full and none of the Secured Creditors being
under any further actual or contingent obligation to make advances or provide
other financial accommodation to the Company or any other person under any of
the Finance Documents, or


 


(b)   the Company
ceasing to be both a Borrower and a Guarantor subject to, and in accordance
with, the Facility Agreement, or


 


(c)   in compliance
with point 10.2 of Schedule 20 of the Facility Agreement, in connection
with (a) any Permitted Disposal (as defined in the Facility Agreement) of
the Pledged Shares, (b) any sale or other disposition of the Pledged
Shares otherwise permitted by the Facility Agreement or in the Intercreditor
Deed, (c) any sale or other disposition of the Pledged Shares where the
Security Agent has consented to the disposal pursuant to the Facility Agreement
or in the Intercreditor Deed  Take-Out
Financing (as defined in the Facility Agreement), (d) any sale or any
other disposition of the Pledged Shares pursuant to a merger, consolidation,
reorganisation, winding-up, securitisation, Take-Out Financing or sale and
leaseback permitted by the Facility Agreement or in the Intercreditor Deed 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 Encumbrance in the Facility Agreement and the Security
Agent shall procure the reassignment to the Company  of the assets assigned to the Security Agent
pursuant to the Facility Agreement or in the Intercreditor Deed the, provided
that, to the extent that the disposal of the Pledged Shares is a Permitted
Disposal or a sale or disposition otherwise permitted by the Facility Agreement
or in the Intercreditor Deed, the Pledged Shares shall be declared to be
automatically released from the Pledge, with effect from the day of such 


 


9

















 


disposal and the Security Agent shall each do all such
acts which are reasonably requested by the Parent in order to release the
Pledged Shares.


 


5.3           Notwithstanding anything to the contrary in
the Finance Documents, in the event the Secured Liabilities described under
paragraph (a) of the definition of Secured Liabilities are fully
discharged, the Security Agent shall, at the request and cost of the Parent,
release and cancel the Pledge, upon delivery to the Security Agent by the
Company of the following documents:


 


(i)            copies of the last annual accounts duly approved by
the Company, which evidence the integrity of the corporate capital and the
absence of any losses at the end of the relevant financial year;


 


(ii)           certificate from the Companies Registry concerning the
Company issued from less than two weeks prior to the date on with the
conditions under this clause 5.3 are met, evidencing that the Company is not
subject to any insolvency procedure (procedura
concorsuale);


 


(iv)          certificate issued by the Tribunal of the place in
which the Company has its registered office, evidencing that no attachment
procedure for an aggregate amount higher than Euro 1,000,000 (one million) is
pending against any of the properties of the Company;


 


unless the Security Agent provides the Parent with
documentary evidence that the Company is insolvent within 15 (fifteen) Business
Days from the Parent’s request of release. Upon request of the Security Agent,
the Company shall promptly deliver to the Security Agent all reasonable
documents concerning its financial situation and pending litigations.


 


6.             FURTHER ASSURANCE.


 


6.1           The
Pledgor shall at any time, if and when required by the Pledgee, execute such
further security documents in favour of the Pledgee as the Pledgee shall from
time to time require over all or any of the Pledged Shares and all rights
relating thereto both present and future (including any bonus or substituted
securities) as the Pledgee may from time to time require for perfecting its
title to the same or for vesting or enabling it to vest the same in itself or
its nominees or in any purchaser as the Pledgee deems necessary or reasonable
to secure the Secured Liabilities or to facilitate the realisation of the Pledged
Shares or the exercise of the powers conferred on the Pledgee; the costs
related to such further security documents shall be borne in accordance with
the provisions of the Facility Agreement.


 


10

















 


7.            COVENANTS.


 


7.1           The
Pledgor, pursuant to this Agreement, undertakes the following obligations:


 


(a)           except
as may be permitted under any Finance Documents, upon prior written consent of
the Pledgee, not to create any other Encumbrance in respect of the Pledged
Shares and not to permit the existence of any such pledge, lien, usufruct, or
third party right other than any Permitted Encumbrance;


 


(b)           not to
assign, transfer, or in any other way dispose of or allow or to consent the
assignment, transfer or disposal of the Pledged Shares, or any rights attached
thereto in favour of a party other than the Pledgee without the latter’s
previous written consent other than any Permitted Disposal;


 


(c)           in
addition to the obligation set forth under article 6, to take any
resolution or sign any document or deed required or that may be reasonably
required by the Pledgee in order to provide evidence, or to enforce, guarantee
the enforcement of or obtain the enforcement of the pledge or for other
purposes required by this Agreement;


 


(d)           to
take such steps as are reasonably necessary to oppose any claim or executory
seizure made on the Pledge Shares;


 


(e)           to
give promptly and not later than 2 (two) Business Days to the Pledgee copy of
any notice or communication received in relation to the Pledged Shares,
included the notices calling the shareholders meetings of the Company;


 


(f)            not
to execute or adopt any decision or resolution, including those adopted by the
Shareholders’ meeting, that could, 
materially diminish its assets, without the prior written consent of the
Pledgee, unless permitted under the Facility Agreement;


 


(g)           not to
execute any agreement that could violate or contravene any provision contained
under this Agreement, unless permitted under the Facility Agreement;


 


(h)           unless an
Enforcement Event has occurred, to receive dividends and exercise voting rights
provided that the Pledgor shall not exercise such voting rights in any manner,
or otherwise permit or agree to any (x) variation of the rights attaching to or
conferred by any of the Pledged Shares or (y) increase in the issued share
capital of the Company, which, in either case and in the reasonable opinion of
the Security Agent, would prejudice the ability of the Security Agent or the
Finance Parties to realise the security created by the Pledge or (z) cause an
Enforcement Event to occur; and after the Pledge has been 


 


11

















 


enforced, to allow that the
voting and dividend receipt rights may be exercised by the Security Agent; and


 


(i)            to amend the
by-laws (statuto) of the
Company  in order to remove any
restriction on the transfer or the registration of the transfer of the Pledged
Shares on enforcement of the Pledge granted over them within 30 (thirty)
Business Days.


 


8.            REPRESENTATIONS AND WARRANTIES.


 


8.1           In
addition to and without prejudice to what is guaranteed by the Pledgor in the
Facility Agreement, the Pledgor hereby represents and warrants to the Pledgee
that as of the date of execution of the present Agreement:


 


(a)           it has full and valid title to the Pledged Shares,
which have been validly issued and registered and are fully paid-in;


 


(b)          it has
the power and authority to execute this Agreement and create the Pledge under
this Agreement in respect of the Pledged Shares, subject to any reservations
made in the Legal Opinions;


 


(c)           it has
taken all necessary action to authorise its entry into this Agreement and the
performance of its obligations under this Agreement;


 


(d)          the
execution of this Agreement as well as the performance of the obligations
arising hereunder for the Pledgor will not contravene the corporate interest of
the Pledgor;


 


(e)           the
execution and the performance of this Agreement does not require any
authorisation, opinion, licence, registration or consent of any public
authority;


 


(f)           the
execution of this Agreement, as well as the execution of the obligations
arising hereunder for the Pledgor, is not contrary to any provision contained
in its By-laws or in any agreement to which the Pledgor is bound, nor to any
applicable laws or regulations, judgments or administrative injunctions;


 


(g)          with
the exception of the Pledge, the Shares are free and clear from any Encumbrance
or other right of third person other than any Permitted Encumbrance;


 


12

















 


(h)          no
claims or proceedings are pending or, to the knowledge of the Pledgor,
threatened before any court or arbitration panel, in Italy or abroad, which may
affect the Pledge.


 


All representations and
warranties of the Pledgor under this Clause shall be deemed to be repeated by
the Pledgor on the first day of each Term, each date on which an advance is or
is to be made to the Company.


 


9.            VOTING RIGHTS.


 


9.1           The
Pledgor shall maintain the voting rights attached to the Pledged Shares until
the occurrence of an Enforcement Event, in compliance with article 7 (h) of
this Agreement.


 


9.2           In the
event the Pledgee informs in writing the Pledgor and the Company of the
occurrence of an Event of Default, the Pledgor shall not exercise the voting
rights attached to the Pledged Shares and the Pledgee shall have the right, but
not be obliged, to convene, attend and vote, in agreement with the Pledgor, in
the ordinary and extraordinary shareholders’ meeting of the Company with a view
to securing its interest relating to the Secured Liabilities, provided that the
protection of the interest of the Company is by any means secured.


 


10.          DIVIDEND RIGHTS.


 


10.1         Any pecuniary benefit on the Pledged Shares shall be paid to the Pledgor
until the occurrence of an Enforcement Event.


 


11.          NOTICES.


 


11.1         Unless differently agreed by
the Parties, all notices and other communications made to the parties pursuant
to this Agreement or other document related to the latter shall be made in
writing and sent to the interested Party by fax or letter, to the address
indicated below or to any other address which will be communicated by either
Party in writing to the other at a later date, pursuant to the present section.
Notices shall be effective from the date on which they are received.


 


	
  If sent to the Pledgor:  

  Hertz Holdings South Europe 

  S.r.l.  

  Viale
  Leonardo da Vinci 421 

  00145
  Rome 

   

  	
  If sent to the Pledgee  

  BNP PARIBAS S.A. 

  3 Rue d’Antin 

  Attention: Violaine Delaunay 

  Tel: 00 33 1 42 98 97 25 

   

  



 


13

















 


	
  Attn.
  The Board of Directors 

  Tel. +39
  06 542941 

  Fax. +39 06 5415226

   

  	
  Fax: 00 33 1 42 98 69 19 

  
	
  With copies to:

  Bonelli
  Erede Pappalardo LLP 

  St.
  Olave’s House 

  9a
  Ironmonger Lane

  	
   

  
	
  EC2V 8EY
  London 

  Attn.
  Avv. R. Sallustio

  Tel +44
  2077763488 

  Fax. +44 2077763468

  	
   

  



 


If sent to the Company:  


Hertz
Italiana S.p.A. 


Viale
Leonardo da Vinci 421 


00145
Rome 


Attn.
The Board of Directors 


Tel.
+39 06 542941 


Fax. +39 06 5415226


 


With copies to:


Bonelli Erede Pappalardo LLP


St. Olave’s House


9a Ironmonger Lane


EC2V 8EY London


Attn. Avv. R. Sallustio


Tel +44 2077763488


Fax. +44 2077763468


 


11.2         For the purposes of this Agreement and of the rights hereby assigned,
the Parties choose as their exclusive domicile the address indicated in Clause
11.1.


 


12.          MISCELLANEOUS.


 


12.1.        The Parties agree that this Agreement does not cause any prejudice nor
limitation and shall not cause any prejudice nor limitation in any way to the
rights and actions to which the Pledgee is entitled by virtue of existing or
future relationships between the Parties.


 


12.2.        No omission or delay by the Pledgee in exercising its rights, actions or
options under this Agreement shall be construed as a waiver of the same. The
partial exercise of any right by the Pledgee shall not constitute an obstacle
to the future exercise of such right, action or option.


 


14

















 


12.3.        In the event that any one of the provisions of this Agreement should be
contrary to law or invalid or ineffective or should become so, such provision
shall in no way affect the validity or efficacy of all other provisions of this
Agreement, which shall remain valid and effective.


 


12.4.        The Pledgee shall not be liable towards the Pledgor or its successors or
assignees for any delay or failure in exercising its rights under this
Agreement nor shall be bound to fulfil the undertakings or obligations assumed
by the Pledgor pursuant to the Pledge, or to take any action in order to
recover any credit.


 


12.5         Any modification to this Agreement shall be made in writing and
expressly agreed by the Parties.


 


12.6         The Pledge created
under this Agreement is in addition to and is not in any way prejudiced by any
other security now or subsequently held by the Security Agent, or any other
rights of the Banks in relation to, any of the Secured Liabilities. The
Security Agent’s rights under this Agreement are in addition to and not
exclusive of those provided by law.


 


13.          SUCCESSORS AND ASSIGNEES.


 


13.1         All terms, conditions, promises, representations and warranties,
obligations of the Pledgor pursuant to this Agreement shall be binding upon its
successors, transferees and assignees at the same terms and conditions. It is
agreed that the Pledgor may not assign its rights or delegate its obligations
under this Agreement without the previous written consent of the Pledgee.


 


14.          EXPENSES AND TAXES.


 


Taxes, expenses and costs relating to this
Agreement shall be borne by the Parent according to the relevant provisions of
the Facility Agreement.


 


15.          APPLICABLE LAW - CHOICE OF FORUM.


 


15.1         This Agreement and any document to be issued pursuant to this Agreement
shall be governed by Italian law.


 


15.2         The Pledgor agrees that any dispute which may arise out of this Agreement,
relating to its validity, performance or construction, shall be submitted to
the Court of Milan. However, this Agreement shall not limit the right of the
Agent to bring proceedings against the Pledgor in connection with this
Agreement in any other Italian courts of competent jurisdiction.


 


15

















 


	
  Hertz Holdings South Europe S.r.l.  

  in its capacity as Pledgor  

  Represented by  

  	
  BNP PARIBAS S.A. 

  in its capacity as Agent  

  Represented by  

  
	
  Authorized Signatory

  	
   

  	
  Cyrille Javaux

  	
   

  
	
  in his capacity as attorney-in-fact

  	
   

  
	
   

  	
   

  
	
   /s/ Authorized Signatory

  	
   

  	
  /s/ Cyrille Javaux

  	
   

  



 


16