Exhibit
4.5.14.2


 


BOND
PLEDGE AGREEMENT


 


This Agreement is made as
of the 21st day of December, 2005.


 


	
  BY:

  	
   

  	
  HERTZ
  CANADA LIMITED

  
	
   

  	
   

  	
   

  
	
  IN
  FAVOUR OF:

  	
   

  	
  BNP
  PARIBAS (CANADA), in its capacity as security agent for the
  benefit of the Finance Parties and the Euro MTN Secured Parties

  



 


WHEREAS
Hertz Canada Limited (the “Corporation”)
has created and executed a Bond No. 1 (the “Bond”) in favour of the Security Agent (as defined below),
payable on demand in the principal amount of Two Billion dollars
($2,000,000,000) in the Canadian lawful currency;


 


AND
WHEREAS the Corporation has agreed to pledge the Bond to the
Security Agent (as defined below), as a general and continuing collateral
security for the due and punctual payment, performance and fulfillment of the
Obligations (as defined below).


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of
the foregoing, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.             The following words or expressions whenever used in this
Agreement (and in the preamble above which forms an integral part of this
Agreement) shall have the following meanings:


 


1.1           “Bond” has the meaning ascribed to such term
in the preamble;


 


1.2           “Corporation” has the meaning ascribed to
such term in the preamble;


 


1.3           “Euro MTNs” means the Euro Medium-Term Notes
of Hertz Finance Centre PLC and/or the Hertz Corporation, issued and
outstanding on the date hereof pursuant to the Euro MTN Fiscal Agency
Agreement;


 


1.4           “Euro MTN Fiscal Agency Agreement” means the
Amended and Restated Fiscal Agency Agreement, dated as of July 16, 2004, among
The Hertz Corporation, Hertz Finance Centre PLC, JPMorgan Chase Bank and J.P.
Morgan Bank Luxembourg S.A.;


 


1.5           “Euro MTN Obligations” means all
obligations, if any, of the Grantor under the Euro MTNs and the Euro MTN Fiscal
Agency Agreement, and any obligations of the Grantor under the Finance
Documents for the benefit of the holders of the Euro MTNs, whether for
principal, interest (including interest, which but for the filing of a petition
in bankruptcy with respect to the Grantor, would have


 

















 


accrued on any Euro MTN
Obligation, whether or not a claim is allowed against the Grantor for such
interest in the related bankruptcy proceeding), fees, expenses, indemnification
or otherwise;


 


1.6           “Euro MTN Secured Parties” means any persons
who are entitled to, or are the beneficiaries of, any of the benefits in
respect of the Euro MTN Obligations;


 


1.7           “Event of Default” has the meaning ascribed
to such term in the Facilities Agreement;


 


1.8           “Facilities Agreement” means the senior
bridge facilities agreement dated on or about the date hereof, among, inter alia, Hertz International, Ltd., the Corporation, BNP
Paribas and The Royal Bank of Scotland PLC as mandated lead arrangers and the
financial institutions listed therein, as the same may be amended,
modified, extended, renewed, replaced, restated, supplemented or refinanced
from time to time;


 


1.9           “Finance Documents” has the meaning ascribed
to such term in the Facilities Agreement;


 


1.10         “Finance Parties” has the meaning ascribed
to such term in the Facilities Agreement;


 


1.11         “Obligations” means the punctual payment
when and as due by the Corporation: (i) to the Finance Parties, of the principal
amount due under and pursuant to the Facilities Agreement, of the interest
thereon and of all other amounts including fees, costs, expenses and
indemnities from time to time owing by the Corporation thereunder or pursuant
thereto and the performance by the Corporation of all of its obligations under
the Facilities Agreement; and (ii) to the Euro MTN Secured Parties, of the Euro
MTN Obligations; and


 


1.12         “Security Agent” means BNP Paribas (Canada),
as security agent, on behalf and for the benefit of all present and future
Finance Parties, and includes such other person as shall have subsequently been
appointed as the successor Security Agent under and in accordance with the
provisions of the Facilities Agreement.


 


2.             This Agreement shall be interpreted in accordance with
the following:


 


2.1           words
denoting the singular include the plural and vice versa, and words denoting any
gender include all genders;


 


2.2           the
division of this Agreement into articles and sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement; and


 


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2.3           the
word “including” shall mean “including without limitation” and “includes” shall mean “includes without limitation”.


 


3.             As a general and continuing collateral security for the
due and punctual payment, performance and fulfillment of the Obligations, the
Corporation hereby pledges the Bond to the Security Agent for the benefit of
the Finance Parties and the Euro MTN Secured Parties to the extent of Two
Billion dollars ($2,000,000,000) in Canadian lawful money, with interest
thereon at the rate of Twenty-Five Percent (25%) per annum from the date
hereof.


 


4.             The Security Agent may, forthwith and from time to time
but only upon the occurrence and continuance of an Event of Default, exercise
and enforce all the rights and remedies available to it under the Bond (subject
to Section 9 hereof), as fully and effectually as if the Security Agent
were the absolute owner of the Bond, provided however that the Security Agent
shall not be bound to deal with the Bond or exercise any right or remedy as
aforesaid and shall not be liable for any loss which may be occasioned by any
failure to do so. The rights of the Security Agent herein stipulated with
respect to the Bond shall be in addition to and not exclusive of all other
rights and remedies which the Security Agent or the Finance Parties have or may
otherwise enforce or exercise.


 


5.             The Grantor hereby represents and warrants that:


 


5.1           The
Corporation is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has full power
and authority and holds all requisite governmental licenses, permits and other
approvals to enter into this Bond Pledge Agreement.


 


5.2           The
execution and delivery by the Corporation of this Bond Pledge Agreement and the
performance by the Corporation of its obligations hereunder (i) are within
the Corporation’s powers, (ii) have been duly authorized by all necessary
corporate action, (iii) do not contravene the Corporation’s constating
documents and by-laws, (iv) do not contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting
the Corporation or (v) result in, or require the creation or imposition of
any lien on any of the Corporation’s assets and properties, except pursuant to
the terms of a Security Document.


 


5.3           This
Bond Pledge Agreement constitutes the legal, valid and binding obligations of
the Corporation enforceable against it in accordance with its terms, subject,
as to enforcement or remedies, to the effects of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally and subject to the
limitation that the availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.


 


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6.             The Security Agent may charge on its own behalf and pay
to others reasonable sums for expenses incurred and services rendered
(expressly including legal and expert advice and services) in connection with
(i) the administration of this Bond Pledge Agreement, (ii) the
realization with respect to, collection with respect to, sale of, transfer of,
delivery of, custody of and/or obtaining payment for the Bond, (iii) the
exercise or enforcement of any of the rights of the Security Agent and the
Finance Parties hereunder or (iv) the failure by the Corporation to
perform or observe any of the provisions hereof and may deduct the amount of
such charges and payments from the proceeds thereof. The balance of such
proceeds may be held by the Security Agent in lieu of the Bond and may, as and
when the Security Agent sees fit, be applied on account of such part of the
Corporation’s indebtedness to the Security Agent or the Finance Parties as the
Security Agent deems best, without prejudice to the claims of the Security
Agent or the Finance Parties upon the Corporation for any deficiency.


 


7.             If any immaterial provision of this Agreement is, or
becomes, illegal, invalid or unenforceable, such provision shall be severed
from this agreement and be ineffective to the extent of such illegality,
invalidity or unenforceability. The remaining provisions hereof shall be
unaffected by such provision and shall continue to be valid and enforceable.


 


8.             Neither the Security Agent nor the Finance Parties shall
be obliged to exhaust their recourses against the Corporation or any other
person or persons or against any other security any of them may hold in respect
of the Obligations before realizing upon or otherwise dealing with the Bond in
such manner as they may consider desirable.


 


9.             The Security Agent hereby agrees that it shall not demand
payment under the Bond unless an Event of Default has occurred and is
continuing. Furthermore, the Security Agent also hereby agrees that it shall
only have the right to demand payment from the Corporation under the Bond of an
aggregate amount which may not in any manner whatsoever be in excess of the
aggregate amount owing by the Corporation to the Finance Parties pursuant to
the Obligations.


 


10.           The Security Agent may, after the occurrence and during
the continuance of an Event of Default, grant extensions or other indulgences,
take and give up securities, accept compositions, grant releases and discharges
and otherwise deal with the Corporation and with other parties, sureties or
securities as it may deem fit without prejudice to the Obligations or the
rights of the Security Agent or the Finance Parties in respect of the Bond. The
Security Agent and the Finance Parties: (i) shall not be liable or accountable
for any failure to collect, realize or obtain payment in respect of the Bond
save in respect of the gross negligence or intentional fault of the Security
Agent or any Finance Party; (ii) shall not be bound to institute proceedings
for the purpose of collecting, enforcing, realizing or obtaining payment of the
Bond or for the purpose of preserving any rights of any of them or any other
parties, the Corporation or any parties in respect thereof; shall not be
responsible for any loss occasioned by any sale or other dealing with the Bond
or by the retention of or failure to sell or otherwise deal therewith, or be
bound to protect the Bond from depreciating in value or becoming worthless.


 


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11.           All monies collected by the Security Agent upon the
enforcement of its rights and remedies hereunder and under the Bond will be
applied, following the application thereof to pay any unsatisfied Euro MTN
Obligations, as provided in the Intercreditor Deed (as defined in the
Facilities Agreement).


 


12.           If the Security Agent shall at any time resign or be
replaced, and another person be appointed as a successor security agent under
and in accordance with the provisions of the Facilities Agreement, the Security
Agent shall assign the Bond to the successor security agent, and the successor
security agent shall become vested with all rights, powers, privileges,
obligations and duties of the retiring Security Agent, and the retiring
Security Agent shall be discharged from its duties and obligations hereunder
except as may be otherwise set forth in the Facilities Agreement.


 


13.           This security is in addition to and not in substitution
for any other security now or hereafter held by the Security Agent or the
Finance Parties.


 


14.           This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


 


15.           This Bond Pledge Agreement shall be deemed to be a
Finance Document under the Facilities Agreement.


 


16.           The Corporation agrees to indemnify the Security Agent
and the Finance Parties from and against any and all claims, losses and
liabilities arising out of or resulting from this Bond Pledge Agreement
(including enforcement of this Bond Pledge Agreement), except claims, losses or
liabilities resulting from the Security Agent’s gross negligence or intentional
fault.


 


17.           This Agreement shall be governed by, and interpreted in
accordance with, the laws of the Province of Québec and the laws of Canada
applicable therein, without giving effect to any conflicts of law or rules
thereof. The Corporation hereby irrevocably attorns and submits to the
non-exclusive jurisdiction of the courts of the Province of Québec with respect
to any matter arising under or relating to this Agreement.


 


18.           The Parties hereby acknowledge and confirm that they have
required that this Agreement be drawn up in English and are satisfied
therewith. Les parties aux présentes confirment et reconnaissent
avoir requis que la présente convention soit rédigée en anglais et s’en
déclarent satisfaites.


 


 


[Signature page follows]


 


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IN
WITNESS WHEREOF the parties hereto have duly executed this
Agreement as of the date first written above.


 


	
   

  	
  HERTZ
  CANADA LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   /s/ Benjamin David
  Gross

  
	
   

  	
   

  	
  Name: Benjamin
  David Gross

  
	
   

  	
   

  	
  Title:   Mandatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP
  PARIBAS (CANADA)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   /s/ Louise
  Bouchard

  
	
   

  	
   

  	
  Name:  Louise
  Bouchard

  
	
   

  	
   

  	
  Title:    Vice
  President – Legal Affairs

  



 


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