Exhibit 4.5.18


 




BANK ACCOUNT PLEDGE AGREEMENT





(Acte
de Nantissement de Solde de Compte Bancaire)


(AS TO
BANK ACCOUNTS HELD BY BNP PARIBAS St Quentin, BRED Paris,


CREDIT
LYONNAIS St Quentin, SOCIETE GENERALE St Quentin and


BEC St Quentin)


 




 





 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


 


HERTZ FRANCE


as Pledgor


 


 


BNP PARIBAS


as Security Agent


 


 


THE BENEFICIARIES


 


 





 

















 


INDEX


 


	
  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 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 319 505 632, having a share capital of 25,394,868.19 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 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.


 


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(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 FRANCE


 


 


	
  By:

  	
  /s/ Authorised Signatory

  	
   

  



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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