Exhibit 4.5.1.3


 


Dated as of 24 July 2008


 


AMENDMENT AGREEMENT


in respect of a


Senior Bridge Facilities Agreement (in relation to
Facilities A1, A2 and C) originally dated 21 December 2005 (as amended and
restated on 21 March 2007 and further amended and restated on 21 December 2007)


among


 


HERTZ INTERNATIONAL, LTD.

as Parent


 


THE BORROWERS


 


THE GUARANTORS


 


HERTZ EUROPE LIMITED

as Coordinator


 


BNP PARIBAS


 


and


 


THE ROYAL BANK OF SCOTLAND PLC

as Mandated Lead Arrangers


 


CALYON

as Co-Arranger


 


BNP PARIBAS,

THE ROYAL BANK OF SCOTLAND PLC


 


and


 


CALYON

as Joint Bookrunners


 


BNP PARIBAS

as Facility Agent


 


BNP PARIBAS

as Security Agent


 


BNP PARIBAS

as Global Coordinator


 


THE FINANCIAL INSTITUTIONS

NAMED HEREIN

as Banks


 




5 Old Broad Street

London EC2N 1DW


 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AMENDMENT TO
  THE SENIOR BRIDGE FACILITIES AGREEMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  2

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONTINUITY
  AND FURTHER ASSURANCE

  	
  3

  
	
   

  	
   

  	
   

  
	
  5.

  	
  AMENDMENT
  COSTS AND EXPENSES

  	
  3

  
	
   

  	
   

  	
   

  
	
  6.

  	
  COUNTERPARTS

  	
  3

  
	
   

  	
   

  	
   

  
	
  7.

  	
  GOVERNING
  LAW, NOTICES AND JURISDICTION

  	
  4

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 THE PARTIES

  	
  5

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 AMENDMENTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  



 

















 


THIS AGREEMENT is dated as of 24
July 2008 and made between:


 


(1)                                HERTZ INTERNATIONAL, LTD., a corporation
incorporated under the laws of  the State
of Delaware, having (as of the date hereof) its registered office at 225 Brae
Boulevard, Park Ridge, New Jersey, 07657 (the “Parent”);


 


(2)                                THE COMPANIES listed in Part 2 of
Schedule 1 (The Parties) as borrowers under the
Senior Bridge Facilities Agreement (as defined below) (the “Borrowers”);


 


(3)                                THE COMPANIES listed in Part 3 of
Schedule 1 (The Parties) as guarantors under the
Senior Bridge Facilities Agreement (as defined below) (the “Guarantors”);


 


(4)                                HERTZ EUROPE LIMITED as Coordinator;


 


(5)                                BNP PARIBAS  AND
THE ROYAL BANK OF SCOTLAND PLC as
mandated lead arrangers of the Facilities as defined in the Senior Bridge
Facilities Agreement (each, a “Mandated  Lead Arranger” and together, the “Mandated
Lead Arrangers”);


 


(6)                                CALYON as co-arranger (the “Co-Arranger”);


 


(7)                                BNP PARIBAS, THE ROYAL BANK OF SCOTLAND PLC AND CALYON as
joint bookrunners for the Facilities as defined in the Senior Bridge Facilities
Agreement (together, the “Joint Bookrunners”);


 


(8)                                BNP PARIBAS as facility agent for the
Banks (the “Facility Agent”);


 


(9)                                BNP PARIBAS as security agent and
security trustee on behalf of the Finance Parties (the “Security
Agent”);


 


(10)                         BNP PARIBAS as
documentation agent and global coordinator for the Banks (the “Global Coordinator”); and


 


(11)                         THE FINANCIAL INSTITUTIONS
listed in Part 1 of Schedule 1 (The Parties) as
Banks (the “Banks”).


 


WHEREAS:


 


(A)                              This
Agreement is supplemental to a senior bridge facilities agreement dated 21 December 2005  (as amended and restated on 21 March 2007 and further
amended and restated on 21 December 2007) (the “Senior
Bridge Facilities Agreement”) made between, among others, the
Parent, the borrowers and guarantors named therein, the mandated lead arrangers
named therein, the co-arranger named therein, the joint bookrunners named
therein, BNP Paribas as facility agent, security agent, documentation agent and
global coordinator and the financial institutions named therein as banks.


 


(B)                              The parties wish
to amend the Senior Bridge Facilities Agreement on the terms and subject to the
conditions set out in this Agreement.


 

















 


(C)                              In accordance
with Clause 44 (Amendments) of the Senior Bridge
Facilities Agreement, the parties to this Agreement have agreed that the Senior
Bridge Facilities Agreement shall be amended to the extent set out in this
Agreement.


 


IT IS AGREED as follows:


 


1.                                     DEFINITIONS AND
INTERPRETATION


 


1.1                                Definitions


 


In this Agreement:


 


“Effective Date” means 10:00 a.m.,
London time, on July 24, 2008.


 


1.2                                Incorporation of
Defined Terms


 


(a)                                 Unless a contrary indication
appears, a term defined in the Senior Bridge Facilities Agreement has the same
meaning in this Agreement.


 


(b)                                The principles of interpretation set
out in the Senior Bridge Facilities Agreement shall have effect as if set out
in this Agreement.


 


1.3                                Third Party Rights


 


A person who is not party to this Agreement, other than the Obligors
and the Finance Parties, has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement.


 


2.                                     AMENDMENT TO THE
SENIOR BRIDGE FACILITIES AGREEMENT


 


The Senior Bridge Facilities Agreement shall be amended as of the
Effective Date in the manner set out in Schedule 2 (Amendments)
to this Agreement.


 


3.                                     REPRESENTATIONS AND WARRANTIES


 


Each Obligor
represents and warrants to each of the Finance Parties in respect to itself
that:


 


(a)                                 all acts, conditions and things
required to be done, fulfilled and performed (subject to applicable bankruptcy
or insolvency laws or other similar laws affecting creditors’ rights or
remedies generally and general principles of equity) in order (x) to
enable it lawfully to enter into, exercise its rights under and perform and
comply with the obligations (taken as a whole) expressed to be assumed by such
Obligor in this Agreement, (y) to ensure that the obligations expressed to
be assumed by such Obligor in this Agreement are legal, valid, binding and
enforceable and (z) to make this Agreement admissible in evidence in its
jurisdiction of organisation, in each case, have been done, fulfilled and
performed, save in each case for any such act, condition or thing which the
failure to do, fulfil or perform would not reasonably be expected to have a
Material Adverse Effect;


 





















 


(b)                                after giving effect to this
Agreement, no Event of Default has occurred and is continuing (or would occur
giving effect to this Agreement as of the Effective Date);


 


(c)                                 all necessary consents and approvals
contemplated by this Agreement have been or, when required, will be obtained
and there is no legal requirement of any governmental authority (including any
requirement to make any declaration, filing or registration or to obtain any
license or order) which is necessary to be met by it in connection with its
execution, delivery or performance of this Agreement; and


 


(d)                                after giving effect to this
Agreement, the Repeated Representations (as such term is defined in the Senior
Bridge Facilities Agreement) other than those set out in Clause 19.6 (Financial Statements) of the Senior Bridge Facilities Agreement
are hereby repeated as of the Effective Date by reference to the facts and
circumstances existing on the Effective Date.


 


4.                                     CONTINUITY AND
FURTHER ASSURANCE


 


4.1                                Designation as a
Finance Document


 


In accordance with the definition of “Finance Documents” set forth in Clause 1.1 (Definitions) of the Senior Bridge Facilities Agreement, the
Parent and the Facility Agent designate this Agreement as a Finance Document
(as such term is defined in the Senior Bridge Facilities Agreement).


 


4.2                                Continuing Rights
and Obligations


 


The provisions of the Senior Bridge
Facilities Agreement shall, save as expressly amended by this Agreement,
continue in full force.


 


4.3                                Further Assurance


 


Each Obligor shall, at the reasonable request
of the Security Agent and at its own expense, do all such acts and things
necessary or desirable to give effect to the amendments effected or to be
effected pursuant to this Agreement.


 


5.                                     AMENDMENT COSTS
AND EXPENSES


 


In accordance with the provisions of Clause 27.4 (Amendment Costs) of the Senior Bridge Facilities Agreement
the Parent shall reimburse the Finance Parties for all reasonable out-of-pocket
costs and expenses (including reasonable legal fees of a single counsel in each
relevant jurisdiction) together with any VAT thereon (subject to
Clause 14.7(c) (VAT) of the
Senior Bridge Facilities Agreement) directly incurred by such person in
connection with this Agreement.


 


6.                                     COUNTERPARTS


 


This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.


 

















 


7.                                     GOVERNING LAW,
NOTICES AND JURISDICTION


 


7.1                                This Agreement shall be governed by
and construed in accordance with English law.


 


7.2                                The provisions of Clause 42 (Notices) and Clause 47 (Jurisdiction) of the Senior Bridge
Facilities Agreement shall be incorporated into this Agreement as if set out in
full in this Agreement and as if references in those clauses to “this Agreement”
are references to this Agreement.


 


[The remainder of the page is intentionally
left blank]


 

















 


SCHEDULE 1


 


THE  PARTIES


 


Part 1


 


The Banks


 


BNP Paribas


 


The Royal Bank of Scotland plc


 


CALYON


 


Indosuez Finance (UK) Limited


 


Part 2


 


The Borrowers


 


HA Funding Pty Limited (ACN 117 549 498)


 


Hertz France SAS


 


Equipole Finance Services SAS


 


Hertz Equipement France SAS


 


Hertz Autovermietung GmbH


 


Hertz Italiana S.p.A.


 


BNS Automobile Funding B.V.


 


Hertz AG


 

















 


Part 3


 


The Guarantors


 


Hertz International, Ltd.


 


Hertz Australia Pty. Limited (ABN 31 004 407 087)


 


Hertz France SAS


 


Hertz Equipement France SAS


 


Equipole Finance Services SAS


 


Hertz Autovermietung GmbH


 


Hertz Italiana S.p.A.


 


BNS Automobile Funding B.V.


 


Stuurgroep Holland B.V.


 


Hertz de España S.A.


 


Hertz Alquiler de Maquinaria S.L.


 


Hertz AG


 


Hertz Europe Limited


 

















 


SCHEDULE 2


 


AMENDMENTS


 


1.                                      In Clause 1.1 (Definitions):


 


(a)                                 the definition of
“A Margin” shall be deleted and replaced
with the following definition:


 


““A Margin” means, in relation to an A1
Advance (including any A1 Swingline Advance) or an A2 Advance (including any A2
Swingline Advance) made to any Borrower, as determined on the Relevant A
Calculation Date, at any time on or after the Closing Date, the aggregate of:


 


(a)                                 0.75 per cent.
per annum (in the case of any A1 Advance) and 1.50 per cent. per annum (in the
case of any A2 Advance);


 


(b)                                0.25 per cent.
per annum multiplied by the ratio (calculated as a percentage) of (A) the
Net Book Value of such Borrower’s Core Country Fleet comprised of vehicles
manufactured by a Vehicle Manufacturer rated B or B- by S&P or B2 or B3 by
Moody’s (provided that if any Vehicle Manufacturer has different ratings from
the Rating Agencies, the lowest such rating will apply) divided by (B) such
Borrower’s Borrower Fleet NBV (in this definition, the “B Rated Fleet Spread”);


 


(c)                                 0.75 per cent.
per annum multiplied by the ratio (calculated as a percentage) of (A) the
Net Book Value of such Borrower’s Core Country Fleet comprised of vehicles
manufactured by a non-rated Vehicle Manufacturer or a Vehicle Manufacturer rated
below or equal to CCC+ by S&P or Caa1 by Moody’s (provided that if any
Vehicle Manufacturer has different ratings from the Rating Agencies, the lowest
such rating will apply (in this definition, the “C Rated Vehicles”)) to (B) such
Borrower’s Borrower Fleet NBV; and


 


(d)                                the Step-Up
Margin applicable to the relevant A Borrower provided that once variable rate
funding notes (“VFNs”) have been issued, the
Step-Up Margin shall cease to apply to any A Advance made to such A Borrower:


 


(i)                                    entering into or
acceding to (as the context shall require) funding arrangements made available
pursuant to the issuance of, inter alia, VFNs as part of the Take-Out Financing
(such Borrower being a “Take-Out Financing
Borrower”); or


 


(ii)                                 which is a party
(as lessee and servicer) to certain leasing and servicing arrangements
with  a Take-Out Financing Borrower,


 


in each case from the date the relevant A Borrower becomes a Take-Out
Financing Borrower.”;


 


(b)                                the definition of
“Authorised Risk Vehicle Percentage”
shall be deleted and replaced with the following definition:


 

















 


““Authorised Risk Vehicle Percentage”
means, in relation to the A1 Borrowers and the A2 Borrowers taken together 75
per cent.”;


 


(c)                                 the definition of
“Final Maturity Date” shall be deleted
and replaced with the following definition:


 


““Final Maturity Date” means the date
that is 5 years after the Closing Date save in respect of the A1 Swiss Franc
Tranche and the A2 Swiss Franc Tranche, in relation to which it means  12 August 2008 and all references to the
Final Maturity Date shall be construed accordingly.”;


 


and


 


(d)                                the definition of
“Permitted Indebtedness” shall be
amended by deleting “and” at the end of paragraph (w) and inserting a new
paragraph (x) immediately thereafter as follows:


 


“(x)    any additional
indebtedness of any Obligor which, when aggregated with indebtedness of all
other Obligors incorporated in the same jurisdiction as that Obligor and
incurred in reliance on this paragraph (x), does not exceed the amount (or its
equivalent in other currencies) set out opposite the country in which that
Obligor is incorporated in the table below:


 


	
  Country

  	
   

  	
  Additional Permitted

  Indebtedness (EUR)

  	
   

  
	
  Australia

  	
   

  	
  19,000,000

  	
   

  
	
  France

  	
   

  	
  48,000,000

  	
   

  
	
  Germany

  	
   

  	
  52,000,000

  	
   

  
	
  Italy

  	
   

  	
  43,000,000

  	
   

  
	
  The Netherlands

  	
   

  	
  19,000,000

  	
   

  



 


; and”


 


The current
paragraph (x) shall be redesignated as paragraph “(y)”.


 


2.                                      Clause 4.1 (Utilisation Conditions) shall be amended by the deletion of
the full stop at the end of paragraph (o) and the insertion of “; and” in
its place and by the addition of  a new
paragraph (p) immediately following paragraph (o) in the following
terms:


 


“(p)                          in the case of an
Advance to be made to a Borrower incorporated in Spain (a “Spanish
Borrower”) (i) under the A1 Euro Tranche, immediately following
the making of such Advance the aggregate outstanding amount of all Advances
made to Spanish Borrowers under the A1 Euro Tranche would not 


 

















 


be in excess of EUR 203,000,000; and (ii) under the A2 Euro
Tranche, immediately following the making of such Advance the aggregate
outstanding amount of all Advances made to Spanish Borrowers under the A2 Euro
Tranche would not be in excess of EUR 29,000,000.”


 

















 


SIGNATURES


 


THE PARENT


 


	
  EXECUTED as a Deed by HERTZ INTERNATIONAL,
  LTD.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim McGill

  	
  )

  
	
  and

  	
  /s/ Michel
  Taride

  	
  )

  



 














 


THE BORROWERS


 


	
  EXECUTED as a Deed by HA FUNDING PTY LIMITED (ACN 117 549 498)

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE BORROWERS


 


	
  EXECUTED
  as a Deed by HERTZ FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE BORROWERS


 


	
  EXECUTED
  as a Deed by EQUIPOLE FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE
BORROWERS


 


	
  EXECUTED
  as a Deed by HERTZ EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE
BORROWERS


 


	
  EXECUTED
  as a Deed by HERTZ AUTOVERMIETUNG GMBH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE BORROWERS


 


	
  EXECUTED
  as a Deed by HERTZ ITALIANA S.P.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE BORROWERS


 


	
  EXECUTED
  as a Deed by BNS AUTOMOBILE FUNDING B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE BORROWERS


 


	
  EXECUTED
  as a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED
  as a Deed by HERTZ INTERNATIONAL, LTD.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED
  as a Deed by HERTZ AUSTRALIA PTY. LTD

  (ABN 31 004 407 087)

  	
  )

  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED
  as a Deed by HERTZ FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 














 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ EQUIPEMENT FRANCE SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by EQUIPOLE FINANCE SERVICES SAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ AUTOVERMIETUNG GMBH

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ ITALIANA S.P.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by BNS AUTOMOBILE FUNDING B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by STUURGROEP HOLLAND B.V.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ DE ESPAÑA S.A.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ ALQUILER DE MAQUINARIA S.L.

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ AG

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE GUARANTORS


 


	
  EXECUTED as a Deed by HERTZ EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 

















 


THE COORDINATOR


 


	
  EXECUTED as a Deed by HERTZ EUROPE LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Jim
  McGill

  	
  )

  
	
  and

  	
  /s/ Michel Taride

  	
  )

  



 














 


THE MANDATED LEAD ARRANGERS


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Charles Egly

  	
  )

  
	
  and

  	
  /s/ Eric Houlinet

  	
  )

  



 

















 


THE MANDATED LEAD ARRANGERS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ David Wright

  	
  )

  
			



 

















 


THE CO-ARRANGER


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Christophe Champion

  	
  )

  
	
  and

  	
  /s/ Richard Sinclair

  	
  )

  



 

















 


THE JOINT BOOKRUNNERS


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Charles Egly

  	
  )

  
	
  and

  	
  /s/ Eric Houlinet

  	
  )

  



 

















 


THE JOINT BOOKRUNNERS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ David Wright

  	
  )

  
			



 

















 


THE JOINT BOOKRUNNERS


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Christophe Champion

  	
  )

  
	
  and

  	
  /s/ Richard Sinclair

  	
  )

  



 

















 


THE FACILITY AGENT, THE SECURITY AGENT, and THE GLOBAL COORDINATOR


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Charles Egly

  	
  )

  
	
  and

  	
  /s/ Eric Houlinet

  	
  )

  



 

















 


THE BANKS


 


	
  EXECUTED as a Deed by BNP PARIBAS

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Charles Egly

  	
  )

  
	
  and

  	
  /s/ Eric Houlinet

  	
  )

  



 

















 


THE BANKS


 


	
  EXECUTED as a Deed by THE ROYAL BANK OF SCOTLAND PLC

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ David Wright

  	
  )

  
			



 

















 


THE BANKS


 


	
  EXECUTED as a Deed by CALYON

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Christophe Champion

  	
  )

  
	
  and

  	
  /s/ Richard Sinclair

  	
  )

  



 

















 


THE BANKS


 


	
  EXECUTED as a Deed by INDOSUEZ FINANCE (UK) LIMITED

  	
  )

  
	
   

  	
  )

  
	
  acting by

  	
  /s/ Michael Payne

  	
  )

  
	
  and

  	
  /s/ Jérôme Lalourley

  	
  )