AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among VANGUARD CAR RENTAL HOLDINGS LLC, WORLDWIDE EXCELLERATED LEASING LTD. and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of August 1, 2006Registration Rights Agreement • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2006, by and among Vanguard Car Rental Holdings LLC, a Delaware limited liability company (the “Company”), Worldwide Excellerated Leasing Ltd., a Bermuda company (“Worldwide”), Cerberus Vanguard Investor L.P., a Cayman limited partnership (“Cerberus”), William E. Lobeck, an individual and his Affiliates specified on the signature pages hereof (“Lobeck”), and the individuals specified on the signature pages hereof (the “Executives” and together with Cerberus and Lobeck, the “Initial Holders”).
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment as indicated by [REDACTED] and separately filed with the Commission.Letter Agreement • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking
This confirms the agreement (“Agreement”) between Vanguard Car Rental USA Inc. (“Vanguard”) and General Motors (“GM”) regarding the 2005 and 2006 Model Year Daily Rental Purchase Program, other incentives available to Vanguard, conditions attached to each class of incentives and, the availability of and purchase requirements for a daily rental model year program for model years 2007 and 2008. The terms are set forth below:
NOTE PURCHASE AGREEMENT Dated as of October 14, 2003 by and among Vanguard Car Rental USA Inc., Alamo Rental (US) Inc., National Rental (US) Inc. as Companies Vanguard Car Rental USA Holdings Inc., as Guarantor, the Purchasers herein and Madeleine...Note Purchase Agreement • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking • New York
Each of Vanguard Car Rental USA Holdings Inc., a Delaware corporation (the “Parent”), Vanguard Car Rental USA Inc., a Delaware corporation (“Vanguard “), Alamo Rental (US) Inc., a Delaware corporation (“Alamo”) and National Rental (US) Inc., a Delaware corporation (“National” and together with Vanguard and Alamo, the “Companies”), hereby agrees with the purchasers party hereto (together with their successors and assigns, collectively, the “Purchasers”) and Madeleine L.L.C., a New York limited liability company, as administrative agent and collateral agent for the Purchasers (in such capacities, the “Agent”) as follows:
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment as indicated by [REDACTED] and separately filed with the Commission.STD STD STD • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking
This confirms the agreement (“Agreement”) between Vanguard Car Rental USA Inc. (“Vanguard”) and General Motors (“GM”) regarding the 2006 Model Year Daily Rental Purchase Program, other incentives available to Vanguard, conditions attached to each class of incentives and, the availability of and purchase requirements for a daily rental model year program for model years 2007 and 2008. The terms are set forth below:
THIRD AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
THIRD AMENDMENT, dated as of August 13, 2004 (this “Amendment”) to the Financing Agreement, dated as of October 31, 2003, as amended by the First Amendment, dated as of March 30, 2004 and the Second Amendment, dated as of May 14, 2004 (the “Financing Agreement”), by and among National Rental Group Financing Inc., a Delaware corporation (the “Borrower”) and Daimlerchrysler Services North America LLC (the “Lender”).
AIRCRAFT MANAGEMENT AGREEMENTAircraft Management Agreement • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking • Oklahoma
This Aircraft Management Agreement (this “Agreement”) is entered into effective as of this 22nd day of May, 2003 between 7700 PROPERTIES, L.L.C., an Oklahoma limited liability company (“Owner”), and UNITED STATES AVIATION CO., an Oklahoma corporation (“Manager”).
FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
FOURTH AMENDMENT, dated as of March 29, 2005 (this “Amendment”) to the Financing Agreement, dated as of October 31, 2003, as amended by the First Amendment, dated as of March 30, 2004, the Second Amendment, dated as of May 14, 2004 and the Third Amendment, dated as of August 13, 2004 (the “Financing Agreement”), by and among National Rental Group Financing Inc., a Delaware corporation (the “Borrower”) and Daimlerchrysler Services North America LLC (the “Lender”).
FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENTFirst Revised and Extended Employment Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENT (“Agreement”) effective , 2005 between Worldwide Excellerated Leasing Ltd. (the “Company”), and Jeffry J. Parell (the “Executive”) (together, the “Parties”).
ContractVanguard Car Rental Group Inc. • August 2nd, 2006 • New York
FIFTH AMENDED AND RESTATED SERIES 1999-1 SUPPLEMENT, dated as of April 13, 2006 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”) between National Car Rental Financing Limited Partnership, a special purpose limited partnership established under the laws of Delaware (the “Issuer”) and The Bank of New York, a New York banking corporation, as trustee (together with its successors in trust under the Base Indenture referred to below, the “Trustee”), to the Fifth Amended and Restated Base Indenture, dated as of April 13, 2006, between the Issuer and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
AGREEMENTAgreement • August 2nd, 2006 • Vanguard Car Rental Group Inc.
Pursuant to the Second Amended and Restated Series 2004-4 Supplement, dated as of April 13, 2006 (as amended to date, the “Series 2004-4 Supplement”), by and between ARG Funding Corp. (“ARG”) and The Bank of New York, as Trustee (“Trustee”) supplementing the Fourth Amended and Restated Base Indenture, dated as of April 13, 2006 (the “ARG Base Indenture”), by and between ARG and the Trustee, each of the undersigned agree that effective as of the date hereof the “Series 2004-4 Maximum Non-Program Vehicle Percentage” shall be increased from 15% to 30%.
CORPORATECorporate • August 2nd, 2006 • Vanguard Car Rental Group Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
WHEREAS, an Asset Purchase Agreement was entered into by and among ANC Rental Corporation and the other Debtors listed on the signature pages thereto, CAR Acquisition Company LLC and Cerberus Capital Management, L.P. (“Cerberus”), dated as of June 12, 2003, as amended (the “Purchase Agreement”);
ContractVanguard Car Rental Group Inc. • August 2nd, 2006 • Ontario
BNY Trust Company of Canada, as trustee of Canadian Master Trust c/o BMO Nesbitt Burns Inc. 3rd Floor Podium 1 First Canadian Place Toronto, ON M5X 1H3
FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENTRevised and Extended • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENT (“Agreement”) effective , 2005 between Worldwide Excellerated Leasing Ltd. (the “Company”), and Tyler A. Best (the “Executive”) (together, the “Parties”).
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • Delaware
This Third Amendment, dated as of October , 2003 (this “Amendment”), to the Asset Purchase Agreement, dated as of June 12, 2003, as amended (the “Agreement”), each by and among ANC Rental Corporation, a Delaware corporation (“Seller”), the Subsidiaries set forth on the signature page hereto (Seller and such Subsidiaries collectively referred to as the “Debtors”), CAR Acquisition Company LLC, a Delaware limited liability company (“Purchaser”), Cerberus Capital Management, L.P., a Delaware limited partnership (“CCM”), and, solely with respect to Section 2.5, Lehman Commercial Paper Inc., a New York corporation (“Lehman”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • Delaware
This First Amendment, dated as of June 30, 2003 (this “Amendment”), to the Asset Purchase Agreement (the “Agreement”), dated as of June 12, 2003, by and among ANC Rental Corporation, a Delaware corporation (“Seller”), the Subsidiaries set forth on the signature page hereto (Seller and such Subsidiaries collectively referred to as the “Debtors”), CAR Acquisition Company LLC, a Delaware limited liability company (“Purchaser”), Cerberus Capital Management, L.P., a Delaware limited partnership (“CCM”) and, solely with respect to Section 2.5, Lehman Commercial Paper Inc., a New York corporation (“Lehman”).
MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT DATED JULY 16, 2003 BETWEEN VANGUARD CAR RENTAL USA INC., A DELAWARE CORPORATION AND PEROT SYSTEMS CORPORATION, A DELAWARE CORPORATIONMaster Information Technology Services Agreement • September 20th, 2006 • Vanguard Car Rental Group Inc. • Services-automotive repair, services & parking • New York
This Master Information Technology Services Agreement (this “MSA”), dated July 16, 2003 (the “Agreement Date”), is between: (i) Perot Systems Corporation, a Delaware corporation (“Perot Systems”) having its principal place of business at 2300 West Plano Parkway, Plano, Texas 75075; and (ii) Vanguard Car Rental USA Inc., a Delaware corporation, having its principal place of business at 200 South Andrews Avenue, Ft. Lauderdale, Florida 33301 (“Newco”). This MSA is not effective until the occurrence of the Effective Date (defined below).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • Delaware
This Second Amendment, dated as of August 5, 2003 (this “Amendment”), to the Asset Purchase Agreement, dated as of June 12, 2003, as amended (the “Agreement”), each by and among ANC Rental Corporation, a Delaware corporation (“Seller”), the Subsidiaries set forth on the signature page hereto (Seller and such Subsidiaries collectively referred to as the “Debtors”), CAR Acquisition Company LLC, a Delaware limited liability company (“Purchaser”), Cerberus Capital Management, L.P., a Delaware limited partnership (“CCM”) and, solely with respect to Section 2.5, Lehman Commercial Paper Inc., a New York corporation (“Lehman”).
DATED 26 September 2005 CAPITAL BANK plc (acting as principal and as agent) VANGUARD RENTAL (UK) LIMITED (formerly ANC Rental Corporation (UK) Limited) and VANGUARD RENTAL (HOLDINGS) LIMITED (formerly ANC Rental Corporation (Holdings) Limited)Vanguard Car Rental Group Inc. • August 2nd, 2006
AMENDING AGREEMENT NO. 2Amending Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc.
a trust company incorporated under the laws of Canada and registered to carry on the business of a trust company in each of the provinces of Canada, in its capacity as trustee of CANADIAN MASTER TRUST, a trust established under the laws of the Province of Ontario,
GUARANTEE AND COLLATERAL AGREEMENT made by VANGUARD CAR RENTAL USA HOLDINGS INC., and certain of its Subsidiaries in favor of GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent dated as of June 14, 2006Guarantee and Collateral Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 14, 2006, made by VANGUARD CAR RENTAL USA HOLDINGS INC., a Delaware corporation (the “US Borrower”), and each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”, in favor of GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 14, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, National Car Rental (Canada) Inc., a Canada corporation (the “Canadian Borrower” and together with the US Borrower the “Borrowers”) the Lenders, the Administrative Agent, GSCP, J.P. Morgan Secu
daimlerchryslerVanguard Car Rental Group Inc. • August 2nd, 2006
This letter is to confirm our agreement for 2005MY GDP and Risk purchases from Vanguard Car Rental USA Inc., a total of [REDACTED] units.
CONSENT AGREEMENTConsent Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc.
CONSENT AGREEMENT, dated as of April 13, 2006 (this “Consent Agreement”), among MBIA INSURANCE CORPORATION, a New York stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “MBIA”), AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “Ambac”) and ASSURED GUARANTY CORP., a Maryland stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “Assured”, and together with MBIA and Ambac, the “Consenting Parties”), made for the benefit of ARG FUNDING CORP., a Delaware corporation, ALAMO FINANCING L.P., a Delaware limited partnership, NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a Delaware limited partnership, VANGUARD CAR RENTAL USA INC., a Delaware corporation and VANGUARD CAR RENTAL USA HOLDINGS INC., a Delaware corporation (collectively
FIFTH AMENDED AND RESTATED BASE INDENTURE Dated as of April 13, 2006Vanguard Car Rental Group Inc. • August 2nd, 2006 • New York
FIFTH AMENDED AND RESTATED BASE INDENTURE, dated as of April 13, 2006, between National Car Rental Financing Limited Partnership, a special purpose limited partnership established under the laws of Delaware, as issuer (“Issuer”). and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
FOURTH AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT Dated as of April 13, 2006 among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP as Lessor, Vanguard Car Rental USA Inc., as Lessee and as Servicer, and those direct and...Master Motor Vehicle Lease and Servicing Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
This Fourth Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (the “Base Lease” and, as supplemented by the Lease Annex delivered hereunder, this “Lease” or the “Group I Lease”), dated as of April 13, 2006, is by and among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP., a special purpose Delaware limited partnership (the “Lessor”), VANGUARD CAR RENTAL USA INC., a Delaware corporation (together with its successors and permitted assigns, “Vanguard”), as a Lessee and as servicer (in such capacity, the “Servicer”), and those direct and indirect subsidiaries of Vanguard Car Rental USA Holdings Inc., from time to time becoming Lessees hereunder pursuant to Section 29 hereof (each, an “Additional Lessee”), as Lessees (Vanguard and each of the Additional Lessees, in its respective capacity as a Lessee, a “Lessee” and, collectively, the “Lessees”) and Vanguard Car Rental USA Holdings Inc., a Delaware corporation (“Vanguard Holdings”), as guarantor (in such capacity, th
FINANCING AGREEMENT Dated as of October 31, 2003 by and between NATIONAL RENTAL GROUP FINANCING INC., and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLCFinancing Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
THIS FINANCING AGREEMENT (this “Agreement”), dated as of the 31st day of October, 2003, by and among NATIONAL RENTAL GROUP FINANCING INC., a Delaware corporation (“Borrower”) and DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC (“Lender”).
ARG Funding Corp., as Issuer and The Bank of New York, as Trustee SECOND AMENDED AND RESTATED SERIES 2005-1 SUPPLEMENT dated as of April 13, 2006 to FOURTH AMENDED AND RESTATED BASE INDENTURE dated as of April 13, 2006 Variable Funding Rental Car...Vanguard Car Rental Group Inc. • August 2nd, 2006 • New York
SECOND AMENDED AND RESTATED SERIES 2004-4 SUPPLEMENT, dated as of April 13, 2006 (as amended, modified, restated or supplemented from time to time in accordance with the terms hereof, this “Series Supplement”), between ARG Funding Corp., a special purpose corporation established under the laws of Delaware (“ARG”), and The Bank of New York, a New York banking corporation, as trustee (together with its successors in trust under the Base Indenture referred to below, in such capacity, the “Trustee”), and as enhancement agent (in such capacity, the “Enhancement Agent”), to the Fourth Amended and Restated Base Indenture, dated as of April 13, 2006, between ARG and the Trustee (as further amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
FOURTH AMENDED AND RESTATED MASTER MOTOR VEHICLE LEASE AND SERVICING AGREEMENT Dated as of April 13, 2006 among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP as Lessor, Vanguard Car Rental USA Inc., as Lessee and as Servicer, and those direct and...Master Motor Vehicle Lease And • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
This Fourth Amended and Restated Master Motor Vehicle Lease and Servicing Agreement (the “Base Lease” and, as supplemented by the Lease Annex delivered hereunder, this “Lease” or the “Group I Lease”), dated as of April 13, 2006, is by and among NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP., a special purpose Delaware limited partnership (the “Lessor”), VANGUARD CAR RENTAL USA INC., a Delaware corporation (together with its successors and permitted assigns, “Vanguard”), as a Lessee and as servicer (in such capacity, the “Servicer”), and those direct and indirect subsidiaries of Vanguard Car Rental USA Holdings Inc., from time to time becoming Lessees hereunder pursuant to Section 29 hereof (each, an “Additional Lessee”), as Lessees (Vanguard and each of the Additional Lessees, in its respective capacity as a Lessee, a “Lessee” and, collectively, the “Lessees”) and Vanguard Car Rental USA Holdings Inc., a Delaware corporation (“Vanguard Holdings”), as guarantor (in such capacity, th
AMENDMENT TOVanguard Car Rental Group Inc. • August 2nd, 2006
The Amendment, dated as of June 13, 2006 (this “Amendment”) to the Second Amended and Restated 2004-4 Series Supplement, dated April 13, 2006 (the “2004-4 Series Supplement”), by and among ARG Funding Corp. (the “Company”) and The Bank of New York, (“Trustee”) in connection with the Company’s Series 2004-4 Notes.
CONSENT AGREEMENTConsent Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
CONSENT AGREEMENT, dated as of June 13, 2006 (this “Consent Agreement”), among MBIA INSURANCE CORPORATION, a New York stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “MBIA”), AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “Ambac”) and ASSURED GUARANTY CORP., a Maryland stock insurance company (in its capacity as Surety Provider under certain series of ARG Notes outstanding from time to time, “Assured”, and together with MBIA and Ambac, the “Consenting Parties”), made for the benefit of ARG FUNDING CORP., a Delaware corporation, ALAMO FINANCING L.P., a Delaware limited partnership, NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a Delaware limited partnership, VANGUARD CAR RENTAL USA INC., a Delaware corporation and VANGUARD CAR RENTAL USA HOLDINGS INC., a Delaware corporation (collectively,
FOURTH AMENDED AND RESTATED BASE INDENTURE Dated as of April 13, 2006Vanguard Car Rental Group Inc. • August 2nd, 2006 • New York
FOURTH AMENDED AND RESTATED BASE INDENTURE, dated as of April 13, 2006, between ARG FUNDING CORP., a special purpose corporation established under the laws of Delaware, as issuer (“ARG”), and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
ADDENDUM TO LETTER OF UNDERSTANDING MADE BETWEEN VANGUARD RENTAL (UK) LIMITED AND LOMBARD NORTH CENTRAL PLC AND DATEDVanguard Car Rental Group Inc. • August 2nd, 2006
Vanguard Rental (UK) Limited has requested, and Lombard North Central PLC has agreed, to permit Vanguard Rental (UK) Limited to use the services of Franchisees subject to the replacement of the “SUBLETTING APPENDIX” attached to the Letter of Understanding dated 25th March 2004 with the form attached to this Addendum.
AGREEMENTAgreement • August 2nd, 2006 • Vanguard Car Rental Group Inc.
Pursuant to the Second Amended and Restated Series 2005-1 Supplement, dated as of April 13, 2006 (as amended to date, the “Series 2005-1 Supplement”), by and between ARG Funding Corp. (“ARG”) and The Bank of New York, as Trustee (“Trustee”) supplementing the Fourth Amended and Restated Base Indenture, dated as of April 13, 2006 (the “ARG Base Indenture”), by and between ARG and the Trustee, each of the undersigned agree that effective as of the date hereof the “Series 2005-1 Maximum Non-Program Vehicle Percentage” shall be increased from 15% to 30%.
FIFTH AMENDED AND RESTATED BASE INDENTURE Dated as of April 13, 2006Vanguard Car Rental Group Inc. • August 2nd, 2006 • New York
FIFTH AMENDED AND RESTATED BASE INDENTURE, dated as of April 13, 2006, between Alamo Financing L.P., a special purpose limited partnership established under the laws of Delaware, as issuer (“Issuer”), and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
AMENDING AGREEMENT NO. 3Amending Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • Ontario
a trust company incorporated under the laws of Canada and registered to carry on the business of a trust company in each of the provinces of Canada, in its capacity as trustee of CANADIAN MASTER TRUST, a trust established under the laws of the Province of Ontario,
