Exhibit
4.5.28


 


SHARES ACCOUNT PLEDGE AGREEMENT


(ACTE DE NANTISSEMENT DE COMPTE D’INSTRUMENTS FINANCIERS)


 


DATED 21 DECEMBER, 2005


 


 


BETWEEN


 


EQUIPOLE


as Pledgor


 


 


BNP PARIBAS


as Security Agent


 


 


HERTZ EQUIPEMENT FRANCE


as Account Holder


 


 


BNP PARIBAS


as Bank Account Holder


 


 


THE BENEFICIARIES


 


 


 





 

















 


INDEX


 


	
  1.

  	
  Definitions And Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Security Agent

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Pledge

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Preservation Of Security

  	
  10

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Representations And Warranties

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Undertakings

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Liability To Perform

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Enforcement

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Application Of Proceeds

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Covenant To Release

  	
  13

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Expenses, Indemnities And Taxes

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Changes To Parties

  	
  14

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Severability

  	
  15

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Notices

  	
  15

  
	
   

  	
   

  	
   

  
	
  15.

  	
  French Language

  	
  15

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Governing Law And Jurisdiction

  	
  15

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Duration

  	
  16

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Waivers, Remedies Cumulative

  	
  16

  



 


 


SCHEDULES


 


	
  SCHEDULE 1.

  	
   

  	
  DETAILS OF THE SHARES AND THE PLEDGED ACCOUNTS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2.

  	
   

  	
  FORM OF STATEMENT OF PLEDGE

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3.

  	
   

  	
  FORM OF CONFIRMATION OF PLEDGE

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4.

  	
   

  	
  FORM OF BANK ACCOUNT HOLDER ACKNOWLEDGEMENT LETTER

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.

  	
   

  	
  THE BENEFICIARIES

  



 


2

















 


THIS AGREEMENT IS MADE BY AND
BETWEEN:


 


1.                                      EQUIPOLE


 


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


 


2.                                      HERTZ
EQUIPEMENT FRANCE


 


a société par actions simplifiée incorporated
under the laws of France, having a share capital of 338.100 €, whose registered office is
situated at 1 rue Eugene Hanaff Za du Buisson de la Couldre 78190 Trappes,
registered
with the Registre du Commerce et
des Sociétés de Versailles under the number 428 675 839, represented
by a duly authorized signatory for the purpose of this Agreement, as
Account Holder;


 


3.                                     BNP PARIBAS


 


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


 


4.                                      BNP PARIBAS


 


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


 


5.                                     THE BENEFICIARIES


 


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


 


3

















 


WHEREAS:


 


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


 


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


 


NOW,
THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:


 


1.         DEFINITIONS
AND INTERPRETATION


 


1.1                     Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


Pledge), the Beneficiaries shall be duly represented by the Security
Agent which is appointed by each of the Beneficiaries as its agent for the
purpose hereof.


 


“Business
Day”  means a
day (other than a Saturday or a Sunday) (a) on which banks generally are open
for business in London and in Paris and in the jurisdiction of organisation of
the Coordinator and the principal financial centre of the country of each
Designated Currency other than Euro and (b) which is a TARGET Day.


 


“Discharge Date” means the
date on which all the Secured Liabilities have been irrevocably and
unconditionally discharged in full, or the Pledge has otherwise been released
pursuant to Clause 10.


 


“Enforcement Event” means the occurrence of an Event of
Default which is continuing unremedied and unwaived and has resulted in the
delivery of a notice of acceleration or cancellation pursuant to clause 23.16
of the Senior Bridge Facilities Agreement.


 


“Event of Default” means an event specified
as such in clause 23 of the
Senior Bridge Facilities Agreement.


 


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


 


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


 


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


 


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


 


“Pledge” means the pledge (nantissement)
created over the Pledged Account (compte d’instruments
financiers nanti) by virtue of this Agreement, as security for the
Secured Liabilities.


 


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


 


“Pledgor”
means
EQUIPOLE, as designated hereabove.


 


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


 


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


 


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


 


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


 


“Shares” means, until the Discharge
Date, all the shares held at any time by the Pledgor in the issued share
capital of HERTZ
EQUIPEMENT FRANCE.


 


1.2                     Interpretation


 


(a)                        In this
Agreement, unless stated to the contrary or the context requires otherwise,:


 


(i)                          a reference in this Agreement (including its preamble and its
Schedules) to a Clause or a Schedule is a reference to a clause or a schedule
to this Agreement and a reference to this Agreement shall include its preamble
and schedules;


 


(ii)                       words importing the plural shall include the singular and vice versa;


 


(iii)                    a reference to the time of day shall refer to Paris time, unless
otherwise indicated;


 


(iv)                   a reference to a person shall include its successors, transferees and
assignees;


 


(v)                 words appearing in this Agreement in a language other
than English shall have the meaning ascribed to them under the law of the
corresponding jurisdiction and such meaning shall prevail over their
translation into English, if any;


 


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(vi)                   a reference to an entity acting as Bank
includes a reference to this entity acting also as a C Ancillary Bank, as the
case may be;


 


(vii)                an agreement or
document includes a reference to that agreement or document as varied, novated,
supplemented or replaced from time to time;


 


(viii)                references to any statutory provision or legislative
enactment shall be deemed to also refer to any re-enactment, modification or
replacement and to any statutory instrument, order or regulation made
thereunder or under any such re-enactment.


 


(b)                       The index
and the headings in this Agreement are for convenience of reference only and
shall not be used in construing this Agreement.


 


(c)                        This Agreement is entered into subject to the terms
and conditions of the Intercreditor Deed. In the event of any inconsistency
between this Agreement and the Intercreditor Deed, the terms of the
Intercreditor Deed shall prevail. In the event of any inconsistency between
this Agreement and the Senior Bridge Facilities Agreement, the terms of the
Senior Bridge Facilities Agreement shall prevail. For the purposes of
interpretation of this Agreement, in the event of any inconsistency between the
Intercreditor Deed and the Senior Bridge Facilities Agreement, the terms of the
Intercreditor Deed shall prevail.


 


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


 


1.3       Certificates


 


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


 


2.         SECURITY
AGENT


 


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


 


7

















 


3.         PLEDGE


 


3.1                     Pledged Account


 


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


 


3.2                     Registration of the Pledge


 


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


 


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


 


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


 


3.3                     Shareholder Interest


 


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


 


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


 


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


 


8

















 


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


 


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


 


3.4       Surety in Rem (Caution
Réelle)


 


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


 


3.5       Income and Proceeds


 


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


 


3.6       Instructions


 


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


 


9

















 


4.         PRESERVATION
OF SECURITY


 


4.1                     Continuing security


 


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


 


4.2       Additional security


 


This Pledge is in addition to and is not in any way
prejudiced by any other security now or hereafter held by the
Beneficiaries in
respect of the Secured Liabilities.


 


4.3       Security transfer


 


In the event of any assignment, transfer, novation or
disposal of a part or all of its rights and obligations by any Beneficiary under each and any of the Finance
Documents to which such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor accepts, all its rights
and privileges hereunder for the benefit of its successor, in accordance with
the terms of Article 1278 of the (French) Civil Code (Code Civil)
so that the Pledge herein created will secure, until the Discharge Date, the
Secured Liabilities to the rateable benefit of such successor, without further
formalities.


 


5.         REPRESENTATIONS
AND WARRANTIES 


 


5.1       Representations and Warranties


 


The Pledgor hereby
represents and warrants to the Beneficiaries and the Security Agent that, except as expressly stated herein or in the Finance
Documents, that :


 


(a)                          this Agreement is valid, binding and enforceable against it and any of
its assets pledged hereunder in accordance with the terms hereof;


 


(b)                         the entry into and performance by it of, and the
transactions contemplated by, this Agreement, each Statement of Pledge and the
Pledge created over the Pledged Account, do not and will not conflict with its
constitutional documents and the constitutional documents of the Account
Holder;


 


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


 


(d)                         its
Pledged Accounts and its Shareholder Interest are not subject to any
Encumbrance, and there are no similar restrictions which may affect the rights
of the Beneficiaries under this Agreement and the Pledge created over its
Pledged Accounts.


 


10

















 


5.2       Time for making representations and warranties


 


The representation and warranties set out in
Clause 5.1 are made on the date hereof and are deemed to be repeated on
the same days as the Repeated Representations are repeated under the Senior
Bridge Facilities Agreement, in each case by reference to the facts and circumstances
then existing.


 


6.         UNDERTAKINGS


 


6.1       Duration


 


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


 


6.2       No Disposal – No
Encumbrance


 


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


 


6.3       Management
of Pledged Account


 


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


 


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


 


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


 


6.4                     Voting
rights


 


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


 


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6.5       Information


 


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


 


6.6       Shares


 


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


 


7.         LIABILITY
TO PERFORM


 


It is expressly agreed that the Pledgor shall remain liable to observe
and perform all of the conditions and obligations assumed by it respectively in
respect of its Shareholder Interest and the Pledged Account. Each
Beneficiary and the Security Agent shall not have any liability in connection
with, or arising out of, this Agreement other than under Clause 10 to the
extent that any such liability under such Clause 10 is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Beneficiary’s or the Security Agent’s gross negligence or wilful
misconduct, as the case may be. The Beneficiaries and the Security Agent shall not be required in any
manner to perform or fulfil any obligation of the Pledgor in respect of its
Shareholder Interest and the Pledged Account, or to make any payment or to
present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may have been or to which it may be entitled
hereunder at any time or times.


 


8.         ENFORCEMENT


 


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


 


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


 


12

















 


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


 


9.         APPLICATION
OF PROCEEDS


 


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


 


10.       COVENANT TO RELEASE


 


10.1              The Security Agent, acting on behalf of the Beneficiaries,
shall, at the request and cost of the Pledgor, release and cancel the Pledge
upon the occurrence of any of the following events:


 


(a)                        the Secured Liabilities being
entirely and definitively repaid (independently of any intermediate or partial
repayments) and all commitments of the Beneficiaries to provide financing under
the Senior Bridge Facilities Agreement having been terminated or having
expired;


 


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


 


(c)                        as otherwise permitted by the
Intercreditor Deed.


 


10.2              Upon the occurrence of any of the following events, the
Security Agent, acting on behalf of the Beneficiaries, shall, at the request
and cost of the Pledgor, release and cancel the Pledge insofar as it relates to
the property and assets described below:


 


(a)                        any Permitted Disposal or sale or
other dispositions otherwise permitted by the Senior Bridge facilities
Agreement of any property or assets that are subject to the Pledge;


 


(b)                       any sale or other disposition of any
property or assets that are subject to the Pledge where the Facility Agent or
the Security Agent has consented to the sale or disposition pursuant to any
Finance Document;


 


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


 


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


 


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


 


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


 


11.       EXPENSES, INDEMNITIES AND TAXES


 


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


 


12.       CHANGES TO PARTIES


 


All the rights, privileges, powers, discretions and
authorities of the Beneficiaries
hereunder will benefit their respective successors and permitted assignees and
all terms, conditions, representations and warranties and undertakings of the
Pledgor hereunder shall oblige its respective successors and assignees in the
same manner, it being agreed and understood that:


 


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


 


(b)                                the Beneficiaries and the Security Agent shall be
entitled to assign, transfer, novate or dispose of any of, or any interest in,
their rights and/or obligations hereunder to any successor in accordance with
the relevant provisions of the Finance Documents.


 


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


 


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13.       SEVERABILITY


 


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


 


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


 


(b)                                  in respect of the Pledgor and/or the
Account Holder the validity or enforceability in other jurisdictions of that or
any other provision of this Agreement.


 


In the event of any such illegality, invalidity or
unenforceability, the parties shall negotiate in good faith with a view to
agreeing the replacement of such provision with a provision which is legal,
valid and enforceable and which is to the extent applicable in accordance with
the intents and purposes of this Agreement and which in its economic effect
comes as close as practicable to the provision being replaced.


 


14.       NOTICES


 


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


 


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


 


Equipole


Attention : Brigitte Rischard


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

78190 Trappes


France


 


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


 


15.       FRENCH LANGUAGE


 


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


 


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16.       GOVERNING LAW AND JURISDICTION


 


16.1     Governing law


 


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


 


16.2     Jurisdiction


 


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


 


17.                     DURATION


 


The Pledge created
pursuant to this Agreement and the obligations of the parties hereunder shall
remain in force until the earlier of the following dates: (i) the Discharge
Date, or (ii) the date on which the Security Agent shall release the Pledge in
accordance with Clause 10.


 


18.       WAIVERS, REMEDIES CUMULATIVE


 


18.1     The rights of the Beneficiaries and the
Security Agent under this Agreement:


 


(i)                           may be exercised as often as necessary;


 


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


 


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


 


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


 


 


Made
in Paris


On 21 December, 2005


 


In as many original
copies as parties to this Agreement


 


 


The
Pledgor


 


EQUIPOLE


 


 


	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  



 


16

















 


	
  The Security Agent

  
	
   

  
	
  BNP PARIBAS

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Beneficiaries

  
	
  As represented by the
  Security Agent

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Account Holder

  
	
   

  
	
  HERTZ EQUIPEMENT FRANCE

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jacques Mignon

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
	
   

  
	
   

  
	
  The Bank Account Holder

  
	
   

  
	
  BNP
  PARIBAS

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Authorised
  Signatory

  	
   

  
	
  duly authorised for the purpose of this Agreement

  
					



 


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