Exhibit
4.5.32


 


PLEDGE
AGREEMENT OVER SHARES


 


 


between


 


EQUIPOLE
S.A. (FRANCE)


 


as Pledgor


 


BNP PARIBAS


 


as Security Agent and Lender


 


and


 


OTHERS


 


as Lenders


 


 


NÖRR
STIEFENHOFER LUTZ


 


RECHTSANWÄLTE STEUERBERATER
WIRTSCHAFTSPRÜFER PARTNERSCHAFT


 


BERLIN    DRESDEN    DÜSSELDORF    FRANKFURT/MAIN    MUNICH


BRATISLAVA    BUCHAREST    BUDAPEST    MOSCOW    PRAGUE    WARSAW


NEW YORK RERESENTATION
OFFICE


 


Friedrichstrasse 2-6  •  D-60323 Frankfurt/Main  •  Tel.: +49 (0)
69 9714 77-0  •  Fax: +49 (0)
69 9714 77-100


 

















 


TABLE OF
CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  4

  
	
  2.

  	
   

  	
  PLEDGED SHARES

  	
   

  	
  5

  
	
  3.

  	
   

  	
  PLEDGE

  	
   

  	
  5

  
	
  4.

  	
   

  	
  ACCEPTANCE OF THE PLEDGE

  	
   

  	
  5

  
	
  5.

  	
   

  	
  SECURED OBLIGATIONS

  	
   

  	
  6

  
	
  6.

  	
   

  	
  SCOPE OF THE PLEDGE

  	
   

  	
  6

  
	
  7.

  	
   

  	
  MEMBERSHIP RIGHTS

  	
   

  	
  6

  
	
  8.

  	
   

  	
  UNDERTAKINGS

  	
   

  	
  6

  
	
  9.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  7

  
	
  10.

  	
   

  	
  REALISATION

  	
   

  	
  8

  
	
  11.

  	
   

  	
  RELEASE

  	
   

  	
  9

  
	
  12.

  	
   

  	
  NOTIFICATIONS

  	
   

  	
  10

  
	
  13.

  	
   

  	
  LANGUAGE

  	
   

  	
  10

  
	
  14.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  11

  
	
  15.

  	
   

  	
  THE NOTARY

  	
   

  	
  12

  



 


i

















 


Deed No.
A.Prot. 2005/484


 


Executed in Basel/Switzerland


 


on this 21st
(twenty-first) day of December 2005
(two thousand and five)


 


 


before the undersigned
notary


 


 


Dr.
Alexander Gutmans


 


with official seat in


 


Basel/Switzerland


 


appeared today


 


(1)              Mr. Andreas Fröhlicher, lawyer, born on September 23, 1976, Swiss
citizen, domiciled at CH 057 Basel, Efringerstrasse 101, known by person,


 


according to his
declarations not acting in his own name but under power of attorney – excluding
all personal liability – dated December 16, 2005 and substituted power of attorney
dated December 20, 2005 and an extrait kbis dated December 14, 2005, copies of
which are attached to this deed and hereby certified, for:


 


EQUIPOLE
S.A. (FRANCE), a company incorporated under the laws of
France, with its registered address at 1, Rue Eugene Henaff, F-78190 Trappes
(the Company).


 


acting in its capacity as
shareholder of:


 


HERTZ
AUTOVERMIETUNG GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung)
incorporated under the laws of the Federal Republic of Germany, registered in
the commercial register (Handelsregister)
of the local court (Amtsgericht)
of Frankfurt am Main under registration number HRB 52255, with its principal
office at Ginnheimer Straße 4, D-65760 Eschborn;


 


(2)              Mr. Dominik Reust, lic.iur., lawyer, born May 25, 2975, Swiss
citizen, domiciled at CH 4052 Basel, Sissacherstrasse 27, known by person;


 


according to their
declarations not acting in their own name but under power of attorney –
excluding all personal liability – dated December 20, 2005 and substitute power
of attorney dated December 20, 2005, copies of which are attached to this deed
and hereby certified, for:


 


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BNP PARIBAS, a “société anonyme” organised under the laws
of France with its registered office at 16, boulevard des Italiens, F-75009
Paris, registered with the Paris “Registre
de Commerce et des Sociétés” under the number 662 042 449 RCS Paris.


 


All persons appeared identified themselves by
personal identity card to the certainty of the notary.


 


The acting Notary Public has drawn the
attention of the persons appearing to the fact, that – unless there is a
notarial certificate of authenticity and a notarial or equivalent confirmation
of representation power – he could examine neither the authenticity of the
signatures nor the due existence of the parties represented nor the
representative capacity of the persons who purported to have signed the powers
of attorney.  Nevertheless the persons
appearing insisted on the immediate notarization and released each party from
submitting subsequently certified powers of attorney or other documents
evidencing or supporting the representative capacity.


 


The acting Notary advised the persons appearing
that a notary who or whose partners in the law firm have formerly acted as
legal advisors to one of the parties involved in the matter to be notarized
would not be entitled to take office as a notary in the matter at hand pursuant
to § 233 Sect. 1(4) of the Introductory Act of the Canton Basel-City relating to
the Swiss Civil Code which provision corresponds with the so-called
“Vorbefassungsverbot” under the German Act of Notarization (§ 3 Sec.
1(7)).  The acting Notary states that he
himself and his firm have not been involved in the matter at hand in the meaning
of said provisions.  By approving the
present Agreement, the Parties hereto confirm such statement of the acting
Notary.


 


The persons appearing requested this Deed to be
recorded in the English language.  The
acting Notary Public who is in sufficient command of the English language
ascertained that the persons appearing are also in command of the English
language.  After having been instructed
by the acting Notary, the persons appearing waived the right to obtain the
assistance of a sworn interpreter and to obtain a certified translation of this
Deed.


 


The persons appeared declared with the request
for notarisation:


 


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THIS SHARE PLEDGE AGREEMENT (the Agreement) is dated 21 December 2005 and is made


 


BETWEEN:


 


(1)              EQUIPOLE S.A. (FRANCE), a company incorporated under the laws of
France, with its office at 1, Rue Eugene Henaff, F-78190 Trappes in its
capacity as pledgor (the Pledgor);


 


(2)              BNP PARIBAS, a “société
anonyme” organised under the laws of France with its registered
office at 16, boulevard des Italiens, F-75009 Paris, registered with the Paris
“Registre de Commerce et des Sociétés”
under the number 662 042 449 RCS Paris as security agent and lender (the Security Agent or the Facility Agent);


 


(3)              THE ROYAL BANK OF SCOTLAND plc, incorporated under
the laws of Scotland, with its registered address at 36 St Andrew Square,
Edinburgh EH2 2YB as lender;


 


(4)              CALYON, a “société
anonyme” with its registered office at 9, quai du Président Paul
Doumer, F-92920 Paris Le Défense Cedex as lender;


 


(5)              BNP PARIBAS (CANADA), a bank duly constituted under the relevant
Canadian bank act, having its head office at 1981, McGill College Avenue,
Montreal (Quebec) H3A 2W8; and


 


(6)              INDOSUEZ FINANCE (U.K) LIMITED, a limited liability
company, having its registered office at Broadwalk House, 5 Appold Street,
London EC2A 2DA, UK (together with the parties under (2) to (5), a L/C issuer
under the Facility Agreement and a secured hedge counterparty under the
Facility Agreement the Original Finance
Parties and each an Original
Finance Party and together with and any person acceding to the
Facility Agreement (as defined below) as finance party the Finance Parties and each a Finance Party).


 


The parties listed under (2) to (6) are together
referred to as Original Pledgees
and each an Original Pledgee and
together with any Future Pledgee (as defined below) the Pledgees and each a Pledgee. The Pledgor and the Pledgees are
collectively referred to as the Parties
and each a Party.


 


Regarding shares in:


 


HERTZ AUTOVERMIETUNG GMBH, a limited
liability company (Gesellschaft mit
beschränkter Haftung) incorporated under the laws of the Federal
Republic of Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under
registration number HRB 52255, with its principal office at Ginnheimer Straße
4, D-65760 Eschborn (the Company).


 


RECITALS:


 


(A)             By a senior bridge
facilities agreement dated on or about 21 December 2005 (the Facility
Agreement) the Original Finance Parties have agreed to make
available to certain subsidiaries of Hertz International, Ltd (together with
any person acceding to the Facility Agreement as borrower the Borrowers and each a Borrower) a facility to be used for the


 


3

















 


purpose of, inter alia, the refinancing of the
purchase price of certain vehicles and certain payments in connection with the
purchase by CCMG Holdings, Inc. of the shares in The Target from Ford Holdings
LLC.


 


(B)              Pursuant to the terms
of the Facility Agreement the Company in its capacity as guarantor and certain
subsidiaries of Hertz International, Ltd (together with any person acceding to
the Facility Agreement as guarantor the Guarantor
and each a Guarantor) have
guaranteed in favour of the Finance Parties the performance by certain Obligors
under and in connection with the Facility Agreement (the Guarantee).


 


(C)              BNP Paribas has been
appointed as security agent to hold and administer all security granted in
connection with the Facility Agreement.


 


(D)             The Pledgor has
entered into this Agreement in order to secure the Company’s liabilities in
respect of the Secured Obligations (as defined below).


 


(E)              References in this
Agreement to the Finance Documents (as defined below) will be deemed to include
references to those agreements as they may be amended, modified, varied,
novated or restated from time to time (including, without limitation, by way of
increase of the facilities made available thereunder). Similarly, references in
this Agreement to Secured Obligations (as defined below) will be deemed to
include any and all obligations which the Company may have under the Facility
Agreement as the same may be so amended, modified, varied, novated or restated from
time to time.


 


THE PARTIES AGREE as
follows:


 


1.                DEFINITIONS


 


Finance
Documents means the Facility Agreement, the Intercreditor Deed,
any accession deed, security document, ancillary document and guarantee entered
into in connection with the Facility Agreement and any other document
designated as such by BNP Paribas and Hertz International, Ltd.


 


Intercreditor Deed means an intercreditor agreement dated
on or about 21 December 2005
between, inter alia, Hertz
International Ltd., the Pledgor and the Original Finance Parties.


 


Obligors means
Hertz International, Ltd, Hertz Europe Limited, the Borrowers, the Guarantors,
Hertz Note Issuer Pty Limited (ACN 117 373 574), Hertz Investment Holdings Pty
Limited, Hertz Australian Pty Limited and any designated obligor which has been
accepted as such pursuant the terms of the Facility Agreement which is a
borrower of an intercompany loan agreement with a Borrower which provides
lending by such Borrower of proceeds of an advance under the Facility
Agreement.


 


4

















 


Parallel
Debt means a separate abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) attached to
this notarial deed for the purpose of information in copy issued by the Company
in favour of the Security Agent.


 


2.                PLEDGED SHARES


 


2.1              The Pledgor is the
sole shareholder of the Company.


 


2.2              The Pledgor holds one
share (Geschäftsanteil) in the
amount of Euro 25,000 (in words: Euro twenty five thousand) in the Company (the
Existing Share). The total registered
share capital of the Company amounts to Euro 25,000.


 


3.                PLEDGE


 


3.1              The Pledgor pledges
to each of the Pledgees for their rateable and equally ranking interest the
Existing Share and all additional shares in the capital of the Company in
whatever nominal value which the Pledgor may acquire in the future in the event
of a share transfer, an increase of the capital of the Company or otherwise
(the Future Shares, the Existing
Shares and the Future Shares being collectively referred to as the Shares) (the Pledge).


 


3.2              The validity and
effect of the Pledge shall be independent from the validity and the effect of
any other pledges and each Pledgee will hold an individual Pledge and all such
Pledges shall rank pari passu.


 


4.                ACCEPTANCE OF THE PLEDGE


 


4.1              Each Original Pledgee
accepts the Pledge for itself and the Security Agent, as agent without power of
attorney (Vertreter ohne Vertretungsmacht),
accepts the Pledge for each party acceding to the Finance Documents as finance
party in accordance with the terms thereof (the Future Pledgee). Each Future Pledgee ratifies such acceptance
for itself by accepting such transfer or assignment, thereby becoming a
Pledgee, it being understood that any future or conditional claim (zukünftiger oder bedingter Anspruch) of such Future Pledgee arising under the
Finance Documents shall be secured by the Pledge constituted hereunder. All
Parties hereby confirm that the validity of the Pledge granted hereunder shall
not be affected by the Security Agent acting as agent without power of attorney
for each Future Pledgee.


 


4.2              In accordance with
section 418 sub-section 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) the Pledgor hereby expressly agrees
that the Pledge will continue to be a security in the event of a full or
partial assignment of contracts and/or an assumption of liabilities or
obligations.


 


5

















 


5.                SECURED OBLIGATIONS


 


5.1              The Pledge hereunder
is constituted in order to secure the prompt and complete satisfaction of any
and all obligations (present and future, actual and contingent) which are (or
are expressed to be) or become owing by the Company to the Finance Parties or
any of them as borrower under the Finance Documents, in particular, the Facility
Agreement and the Parallel Debt including, but without limitation to,
obligations arising in connection with any advances made under any of the
Finance Documents during any extension period by any transferor thereunder. For
the avoidance of doubt these shall include any claims arising out of unjust
enrichment (ungerechtfertigte Bereicherung)
(together referred to as the Secured
Obligations).


 


5.2              Section 1210
sub-section 1 sentence 2 BGB shall not apply.


 


6.                SCOPE OF THE PLEDGE


 


6.1              The Pledge
constituted under this Agreement also includes the present and future rights to
receive dividends payable in relation to the Shares.


 


6.2              Notwithstanding that
the dividends are pledged hereunder, the Pledgor shall be entitled to receive
and retain all dividend payments whether in cash, by the issue of any loan note
or debt instrument or in specie
in respect of the Shares until such time as the Pledgees are entitled to
enforce the Pledge constituted hereunder.


 


7.                MEMBERSHIP RIGHTS


 


7.1              The membership
rights, including but not limited to the voting rights, relating to the Shares
remain with the Pledgor. Until the full satisfaction of all Secured
Obligations, the Pledgor shall exercise its membership rights, including but
not limited to its voting rights, in good faith to ensure that the validity and
enforceability of the Pledge or the existence or value of all or part of the
Shares are not in any way adversely affected.


 


7.2              The Pledgor will
notify without undue delay the Security Agent in writing of all matters
concerning the Company of which the Pledgor is aware which might adversely
affect the security interest of the Pledgees.


 


8.                UNDERTAKINGS


 


8.1              The Pledgor
undertakes to each Pledgee:


 


6

















 


(a)              except as permitted
under the Finance Documents, not to sell, transfer, lease or otherwise dispose
of any of the Shares either in a single transaction or in series of
transactions without the prior written consent of the Security Agent;


 


(b)              to notify the
Security Agent promptly of any envisaged change in the shareholding in or
capital of the Company;


 


(c)              to effect promptly
any payments to be made in respect of the Shares;


 


(d)              except as permitted
under the Finance Documents, to refrain from any acts or omissions which may
result in the Pledgor’s loss of ownership of the Shares or may adversely affect
the value or existence of the Shares or would defeat, impair or circumvent in
any way the rights created or granted hereunder;


 


(e)              not to accept any
repayment of share capital of the Company;


 


(f)               execute without undue
delay all documents and do all actions as the Security Agent may require to
perfect and protect the security created by the Pledge or to facilitate the
enforcement or realisation of the security created by such Pledge;


 


(g)              except as permitted
under the Finance Documents, not to do or cause or permit to be done anything
which will, or could be reasonably expected to, materially adversely affect the
security or the rights of the Pledgees under this Agreement or which in any way
materially depreciates, jeopardises or otherwise prejudices the security
created under this Agreement; and


 


(h)              to ensure that all
rights granted to the Pledgees are prior in ranking to any rights of third
parties.


 


8.2              Except as provided
for in the Facility Agreement, (i) a consent required from the Pledgees acting
through the Security Agent under this Clause 8 (Undertakings) may in any event
be withheld if the Pledgor cannot prove that the contemplated action for which
such consent is required would maintain the full legal and economic quality and
effectiveness of the security granted to the Pledgees under this Agreement and
(ii) in particular the Security Agent may at all times for itself and the
Pledgees request to hold a Pledge over the entire Shares (and in the case of a
merger a security interest over the shares in the surviving company which are
economically equivalent to the Shares pledged under this Agreement) in
accordance with all terms of this Agreement.


 


9.                REPRESENTATIONS AND WARRANTIES


 


The Pledgor represents and warrants to each
Pledgee (within the meaning of selbständiges
Garantieversprechen) that:


 


7

















 


(a)              the Pledgor is the
sole owner of the Shares free from any liens, encumbrances or any other rights
of third parties (of any form) over the Shares other than the Pledge created
hereunder;


 


(b)              there are nor will
there be any silent partnership agreements or similar arrangements by which a
person is entitled to a participation in the profits or revenue of the Company;


 


(c)              except as permitted
in the Finance Documents, it is not subject to any restrictions preventing it
from transferring or pledging the Shares;


 


(d)              at all times the
Shares are and will be fully paid in, have not been repaid and are
non-assessable (nicht nachschusspflichtig);


 


(e)              the Shares are freely
transferable.


 


10.             REALISATION


 


10.1            The Pledgees may,
upon a payment default in respect of the principal of the Secured Obligations
as to which a notice of acceleration has been given and when the prerequisites
with regard to an enforcement of the Pledge (Pfandreife)
under sections 1273, 1204 et seq. BGB are met, in particular, if any of the
Secured Obligations has become due and payable (fällig) and has not been paid (the Enforcement Event), avail themselves of all
rights and remedies a pledgee has upon default under the laws of the Federal
Republic of Germany, in particular as set forth in sections 1204 et seq. and sections 1277 et seq. BGB, including, without limitation, the
right to cause the Shares to be sold at public auction. Notwithstanding section
1277 sentence 1 BGB the Pledgor hereby expressly agrees that no prior obtaining
of an enforceable instrument (vollstreckbarer
Titel) will be required and that five (5) business days’ prior
notice of the place and time of any such public sale to the Pledgor shall be
sufficient. Section 1234 sub-section 2 BGB shall not apply. Realisation of the
Pledge without prior written notice to the Pledgor and waiting period shall be
permissible if the Pledgor has generally ceased payment or if insolvency
proceedings in respect of the Pledgor have been opened by the courts. The
Pledgees shall at all times until the full and complete satisfaction of all the
Secured Obligations take into consideration the legitimate interest of the
Pledgor in exercising its rights and carrying out their duties under this
Agreement.


 


10.2            If the Security Agent
seeks to enforce any of the Pledge pursuant to, and in accordance with Clause
10.1 above, the Pledgor shall render at its own expense without undue delay all
necessary assistance in order to facilitate the prompt realisation of the
Pledge, in particular the sale or collection, as the case may be, of the Shares
or any part thereof and/or the exercise of any other right a pledgee may have
in accordance with the terms of this Agreement and the statutory provisions.


 


10.3            The public auction
may take place at any place in the Federal Republic of Germany.


 


8

















 


10.4            Following the
occurrence of an Enforcement Event, all subsequent dividend payments, if any,
which will be made to the Pledgor and, as the case may be, all payments based
on similar ancillary rights attributed to the Shares may be applied by the
Security Agent in satisfaction in whole or in part of the Secured Obligations
or treated as additional collateral.


 


10.5            Even after the
occurrence of an Enforcement Event, the Pledgees shall not, whether as proxy or
otherwise, be entitled to exercise the voting rights attached to the Shares.


 


10.6            Any right to
realisation proceeds which the Pledgor may have or will have shall be suspended
and no rights of the Pledgees shall pass to the Pledgor by subrogation or
otherwise unless and until the Secured Obligations have been satisfied and
discharged in full. Until then, the Pledgees shall be entitled to hold, retain
and apply such payments towards the Secured Obligations. In no event shall the
Pledgees be obliged to release payments so received prior to the full and final
satisfaction of the Secured Obligations pending and the Pledgees shall be
entitled to treat all payments as additional collateral.


 


10.7            The proceeds from the
realisation of the Pledge shall be applied in such order as determined by the
Pledgees in accordance with the terms of the Facility Agreement. Sections 770,
1211 and 1224 BGB shall not apply.


 


10.8            The Pledgees may, at
their sole discretion, determine which of several security shall be used to
satisfy the Secured Obligations.


 


11.             RELEASE


 


11.1            Upon (a) the Secured
Obligations being discharged in full and none of the secured parties being
under any further actual or contingent obligation to make advances or provide
other financial accommodation to the Pledgor or the Company or (b) the Company
ceasing to be a Borrower under the Facility Agreement, the Security Agent
shall, at the request and cost of the Pledgor release and cancel the security
of the Pledgor under this Agreement.


 


11.2            In connection with
any disposal of the pledged Shares permitted under the Finance Documents which
does not violate any contractual obligations of the Pledgor or Hertz
International, Ltd, the Security Agent shall, at the request and cost of the
Pledgor release and cancel the security granted by the Pledgor under this
Agreement.


 


11.3            The Parties are aware
that pledge agreements qualify as accessory security (akzessorische Sicherheiten), which cease
to exist by operation of German law upon complete satisfaction of the Secured
Obligations. The Pledgees will pass on to the Pledgor any remaining surplus (if
any).


 


11.4            At any time when the
total value of the aggregate security granted by the Pledgor and any of the
other Obligors to secure the Secured Obligations (the Total  Security)
which can be expected to be realised in the event of an enforcement of the
Total Security (realisierbarer  Wert) exceeds 110 per cent. of the Secured
Obligations (the Limit) not only
temporarily, the


 


9

















 


Pledgees shall on demand of
the Pledgor release such part of the Total Security (Sicherheitenfreigabe) as the Pledgees may in their
reasonable discretion determine so as to reduce the realisable value of the
Total Security to the Limit.


 


12.             NOTIFICATIONS


 


Any notice or other communication under or in
connection with this Agreement shall be in writing and shall be delivered
personally, or sent by mail, courier or by facsimile transmission:


 


(a)              In the case of the
Pledgees, to:


 


BNP Paribas - Titrisation


 


	
  Address:

  	
   

  	
  3, Rue d’Antin

  
	
   

  	
   

  	
  F-75002 Paris

  
	
  Fax number:

  	
   

  	
  +33(1) 42 98 6919

  
	
  Attention:

  	
   

  	
  Ms. Violaine Delaunay

  



 


(b)              in the case of the
Pledgor, to:


 


	
  Address:

  	
   

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

  
	
   

  	
   

  	
  F-78190 Trappes

  
	
  Fax number:

  	
   

  	
  +33(0) 1 39 38 35 01

  
	
  Attention:

  	
   

  	
  Ms. Brigitte Rischard

  
	
   

  	
   

  	
  Mr. Bernard Duigou,

  



 


or to the address notified
at the point of closing or any other address later notified in writing to the
other Party at least 15 days in advance. Any changes in the authority to
represent the Pledgor shall be notified to the Pledgees without undue delay.


 


13.             LANGUAGE


 


Save for the notice pursuant to section 16 of
the German Limited Liability Company Act (Gesetz
betreffend die Gesellschaften mit beschränkter Haftung) any notice given under or in connection
with this Agreement must be in English unless otherwise stated herein.


 


10

















 


14.             MISCELLANEOUS


 


14.1           Liability and
Indemnity


 


Each Pledgee shall not be
liable for any loss or damage suffered by the Pledgor save in respect of such
loss or damage which is suffered as a result of its wilful misconduct or
negligence. The Pledgor will indemnify each Pledgee and keep the relevant
Pledgee indemnified against any and all damages, losses, actions, claims,
expenses, demands and liabilities which may be incurred by or made against such
Pledgee for anything done or omitted in the exercise or purported exercise of
the powers contained herein and occasioned by any breach by the Pledgor of any
of its obligations or undertakings herein contained other than to the extent that
such damages, losses, actions, claims, expenses, demands and liabilities are
incurred or made against such Pledgee as a result of its negligence or wilful
misconduct.


 


14.2           Costs and Fees


 


The Pledgor will pay all
costs, expenses and fees (including legal costs) in each case plus VAT (unless
and to the extent such VAT is recoverable as input VAT) accruing thereon,
incurred in connection with the preparation, execution, administration and
realisation of this Agreement, in particular in connection with the realisation
of the Pledge and the public auction of the Pledge, including all court fees
and lawyers’ fees.


 


14.3           Waivers


 


No failure to exercise, nor
any delay in exercising, on the part of a Pledgee, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof
or the exercise of any other right or remedy.


 


14.4           Amendments


 


Unless notarial form is
required, any changes, amendments and waivers of any provision of this
Agreement, including this Clause 14.4, require written form in order to become
valid. No oral supplements to this Agreement have been made.


 


14.5           Partial Invalidity


 


If any of the provisions of
this Agreement shall be or become invalid, unenforceable or impractical in
whole or in part, the validity of the other provisions hereof shall not be
affected. In that case the invalid, unenforceable or impractical provision is
deemed to be replaced by such valid, enforceable or practical provision or
arrangement, which corresponds as closely as possible to the invalid,
unenforceable or impractical provision and to the parties’ economic aims
pursued by and reflected in this Agreement. The same applies in the event that
this Agreement does not contain a provision which it needs to contain in order
to achieve the economic purpose as expressed herein (Regelungslücke).


 


11

















 


14.6           Choice of Law


 


This Agreement shall be
governed by and construed in accordance with the laws of the Federal Republic
of Germany.


 


14.7           Place of Jurisdiction


 


Any legal action or
proceedings arising out of or in connection with this Agreement shall be
brought in the district court (Landgericht)
in Frankfurt/Main. The foregoing shall, however, not limit the right of the
Pledgees to bring any legal action against the Pledgor in any other court of
competent jurisdiction.


 


15.             THE NOTARY


 


Notifications


 


The notary advised the parties hereto


 


• that a
pledge is a security instrument of strictly accessory nature which means (i)
that it comes into legal existence only if, to the extent that, and as long as,
the underlying secured claims (including any secured future or contingent
claims) do in fact exist and (ii) that the pledge will survive only if, to the
extent that and as long as, the creditor of the secured claims is identical
with the pledgee and the nexus (Verknüpfung)
between the secured claims and the pledge is not dissolved;


 


• that
there is no bona fide creation, acquisition nor ranking of a pledge of shares
(which means that the pledgee is not protected if the shares purported to be
pledged do not exist, have been previously transferred to a third party, or
have been previously encumbered for the benefit of a third party), and that the
notary has not examined whether the pledgor is the owner of the pledged shares
and whether the pledged shares have been transferred or encumbered previously;


 


• that
first priority pledge interests will not be created unless each person
appearing is duly authorized to represent the respective parties hereto for
purposes of executing the agreement or the respective parties have subsequently
ratified the declarations of the respective person appearing;


 


• that
the parties to this agreement will be liable as joint and several debtors for
all notarial fees and taxes if any, by operation of law, irrespective of
whatever internal agreement has been made in that respect;


 


• that
there is no court ruling of the German Federal High Court of Justice (Bundesgerichtshof) in relation to the
validity of a pledge for the benefit of future pledgees created by way of the
agent bank acting as agent without power of attorney for all future pledgees
who will become members of the group of lenders after the notarization in
accordance with the terms of the underlying credit agreements.


 


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IN WITNESS
THEREOF this Notarial Deed – the Annex is attached for
identification purposes only and the content of which does not form part of the
declarations of the parties in notarial form – has been read aloud to the
persons appearing and this Notarial Deed was confirmed and approved by the
persons appearing.  The persons appearing
then signed this Deed.  All this was done
at the day herebelow written in the presence of me, the Notary Public, who also
signed this Deed and affixed my official Seal.


 


Basel, this 21st (twenty-first) day
of December 2005 (two thousand and five)


 


 


	
   

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dr. Alexander Gutmans

  	
   

  
	
   

  	
  Dr. Alexander Gutmans, Notary Public

  	
   

  
	
   

  	
   

  	
   

  



 


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