Exhibit 10.10


 


	
  SECURITY AGREEMENT

  	
   

  	
  DAIMLERCHRYSLER
  SERVICES

  
	
  (ADVANCES)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NO.

  



 


Know all men by these
presents (this “Security Agreement”), that NATIONAL RENTAL GROUP FINANCING INC.,
of 7700 France  Avenue
South, Minneapolis, Minnesota 55425, a Delaware corporation (herein called
“Debtor”), has this date requested from DaimlerChrysler Services North America LLC (herein called “Secured
Party”), for the purpose of financing in whole or in part the purchase price of the Financed Assets
(defined below) described on Attachment A attached hereto and
incorporated herein by reference
as though fully set forth herein, the total amount of advance (hereinafter
called the “Total Advance Amount”) set forth on  Attachment A, and for the purpose of securing the payment
of the Total Advance Amount, and for each and every other indebtedness or obligation now owing or hereafter owed by
Debtor to Secured Party including, without limitation, Borrower’s Obligations,
by these presents does grant
unto Secured Party, its successors and assigns, a first priority security
interest in and lien on all of Debtor’s right, title and interest in and to the properties, rights, interests and
privileges described in parts (a)-(g), inclusive, of this paragraph, wherever
located, and whether now or hereafter existing or now owned or hereafter
acquired or arising: (a) the vehicles (including, without limitation, such vehicles as are on order but
not yet delivered to Debtor), described on Attachment A and all
substitutions, replacements,
accessories, attachments and accessions of the foregoing (collectively
“Financed Assets”); (b) the Master Motor Vehicle Lease and Servicing Agreement dated as of October 31, 2003 between
Debtor, as lessor and Vanguard Car Rental USA Inc., a Delaware corporation, as lessee and as
servicer, as the same may from time to time be amended, modified, supplemented,
extended, renewed and/or
restated (the “Master Lease”), and all leases, accounts, contract rights,
tangible chattel paper, electronic chattel paper (including leases), instruments, documents, promissory notes and
supporting obligations arising from the use, sale, lease, or other disposition of the Financed Assets, but in
all cases excluding Daily Rental Contracts and all proceeds of Daily Rental
Contracts; (c) all books;
records, files, computer disks, software and commercial tort claims involving
or relating to the Financed Assets; (d) all payment intangibles or other rights to receive
payment, credits and other compensation (including, without limitation, all holdbacks,
incentive payments, stock
rebates, allowances and additional “factory credits”) from any manufacturer,
distributor or supplier of the Financed Assets solely with respect to the Financed Assets or from any of their
subsidiaries or affiliates solely with respect to the Financed Assets (other than Daily Rental Incentive
Payments); (e) all payments and credits that Debtor may owe to Secured Party,
and all of Debtor’s funds that
may be in Secured Party’s possession or that Secured Party may retain, whether
in the form of cash, collateral, reserve,
contingency or escrow accounts, or otherwise; (f) all accounts, contract
rights, franchise rights, manufacturer rebates and incentive payments (other than Daily Rental
Incentive Payments), and general intangibles now or hereafter owned by or due
to Debtor (excluding warranty
claims) whether by, through or arising against a factory or distributor under
any franchise currently or hereafter in effect, or any modification or replacement thereof, or however
otherwise due to Debtor solely with respect to the Financed Assets and in all cases excluding Daily Rental Contracts
and proceeds of Daily Rental Contracts; and (g) all products and proceeds of
any or all of the foregoing,
including without limitation, proceeds of proceeds, goods repossessed or
received in trade, claims and tort recoveries, insurance proceeds, refunds of insurance premiums, proceeds derived
from Debtor’s sale or assignment of chattel paper and all cash proceeds held in all deposit accounts in
which proceeds may be deposited, but in all cases excluding Daily Rental
Contracts and all proceeds of
Daily Rental Contracts (all of which described in parts (a) through (g),
inclusive, is collectively called the “Secured Property”). The Secured Property shall not include (i) any Daily Rental
Contracts, (ii) any products or proceeds of any Daily Rental Contracts, or (iii) any Daily Rental
Incentive Payments from any manufacturer, distributor, or supplier of the
Financed Assets or from any of
their subsidiaries or affiliates. The definitions of the types of Secured
Property described in this paragraph are intended to change and expand as the definitions and
descriptions of such types of Secured Property that are set forth in the Code
change or expand. The Total Advance
Amount is being used to purchase the Property, thereby creating a purchase
money priority security interest
in the Secured Property. Such purchase money priority security interest in the
Secured Property also secures all other loans, advances, indebtedness and other types of obligations of Debtor to or
in favor of Secured Party, whether under the Financing Agreement or otherwise, and whether used to
purchase the Secured Property, other collateral for such debt and obligations
or used for purposes unrelated
to the purchase of the Secured Property or any such other collateral (the Total
Advance Amount and all such other loans,
advances, indebtedness and other obligations including, but not limited to,
Borrower’s Obligations being called herein the “Secured Obligations”).


 


Secured Party, its
successors and assigns shall have and hold the same unto itself, its successors
and assigns forever, provided that if Debtor shall fully pay unto Secured
Party, its successors and assigns, at the office of Secured Party set forth
herein or at such other place as Secured Party shall designate, the total of
all of the Secured Obligations in accordance with the terms of that certain
Financing Agreement by and among Secured Party and Debtor dated as of the date
hereof (the “Financing Agreement”) and of the terms and conditions set forth
herein, and if Secured Party shall have no remaining obligation to extend any
additional Advances to Debtor, then this Security Agreement shall be
extinguished, and, provided, further, that upon payment in full to Secured
Party, its successors and assigns, at the office of Secured Party set forth
herein or at such other place as Secured Party shall designate, of the Total
Advance Amount made with respect to any Eligible Vehicle in accordance with the
term of the Financing Agreement and of the terms and conditions set forth
herein, then such Eligible Vehicle and all Secured Property related solely to
such Eligible Vehicle shall be released from this Security Agreement, otherwise
to remain in full force and effect.


 


TERMS AND CONDITIONS


 


1.             This Security Agreement is one of several Security
Agreements that is being executed pursuant to the terms of the  Financing Agreement. This Security Agreement
(Advance) is executed and delivered pursuant to the Financing Agreement in order to more particularly identify
certain of the Collateral which the Debtor has assigned and granted, or does
hereby assign and grant, a security interest in and to Secured Party, and to
confirm the assignment under, and security interest created by, the Financing
Agreement and the Security Agreement dated October      ,
2003 with respect to such Collateral. All capitalized terms used in this
Security Agreement and not otherwise expressly defined herein shall


 


1

















 


have the same meanings as
are set forth in the Financing Agreement. All of the Secured Property also
constitutes Collateral under the Financing Agreement. All of the covenants,
agreements, obligations, representations and warranties of the Debtor as the
“Borrower” under the Financing Agreement (including, without limitation,
covenants regarding the insuring of, and the perfection of Secured Party’s
security interests in, the Secured Property and indemnities), and all of the
rights and remedies of Secured Party under the Financing Agreement, are
incorporated into this Security Agreement by express reference as if fully set
forth herein. Among other things, the purpose of this Security Agreement is to
supplement the Financing Agreement to: (i) specifically identify the Secured
Property; and (ii) provide supplemental covenants, agreements, obligations,
representations, warranties, rights and remedies with respect to the Secured
Property. This Security Agreement does not in any way limit or impair the
covenants, agreements, obligations, representations, warranties, rights and
remedies, with respect to the Collateral (including the Secured Property) or
otherwise, that are contained in the Financing Agreement.


 


2.             Debtor warrants and agrees that Debtor is the lawful
owner of, and/or has the power to transfer, the Secured Property and that the
Secured Property is free of all liens, taxes and encumbrances (except as stated
in the Financing Agreement) and that Debtor will keep same free of all liens,
taxes and encumbrances; that a certificate of title to the Property showing a
first priority lien for the benefit of the Secured Party hereof has been, or
forthwith will be applied for in accordance with the Financing Agreement and
that Debtor has registered each Eligible Vehicle in its name as owner or, with
respect to Refinanced Eligible Vehicles, the registered owner of each is either
National Car Rental Financing Limited Partnership or Alamo Financing L.P. and
the only lienholder is Citibank N.A. as agent.


 


3.             Debtor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. Debtor’s exact
legal name is “National Rental Group Financing Inc.” Debtor has not during the
past five (5) years conducted business under any name other than the name
“National Rental Group Financing Inc.” Debtor will not change its type of
organization, its jurisdiction of organization, its name or its organizational
identification number unless (i) Debtor gives Secured Party at least thirty
(30) days prior written notice of the same, (ii) such change is permitted
pursuant to the terms of the Financing Agreement and the other Transaction
Documents and (iii) prior to making any such change, Debtor executes (if
necessary) and/or obtains and delivers to Secured Party any and all additional
financing statements and/or amendments thereto and/or other agreements,
documents or notices as may be required by Secured Party.


 


4.             Debtor’s chief executive office and the location of the
only office where it keeps its books and records respecting the Collateral is
that given at the beginning of this Agreement.


 


5.             Debtor hereby irrevocably authorizes Secured Party at
any time and from time to time to file in any UCC jurisdiction initial financing
statements,  amendments and/or
continuations thereto which, among other information,  may contain any information required by
Article 9 of the UCC of the applicable jurisdiction for the sufficiency or
filing office acceptance of any financing statement or amendment, including
whether Debtor  is an
organization, the type of organization and any organization identification
number issued to Debtor. Debtor agrees to furnish any such information to
Secured Party promptly upon request. Debtor also ratifies its authorization for
Secured Party to have filed in any UCC jurisdiction any like initial financing
statements or amendments thereto if filed prior to the date of this Agreement.


 


6.             Debtor further collaterally assigns to, agrees to hold
in trust for and to pay promptly unto Secured Party,  its successors and assigns at the time
received by Debtor (1) any and all proceeds of the Collateral by whomsoever
procured (other than proceeds derived from Daily Rental Contracts) and (2) any
and all proceeds of the sale or any other disposition of the Secured Property.
Such proceeds shall be credited to the Loan as provided in the Financing
Agreement.


 


7.             The occurrence of any of the following events or
conditions shall constitute an “Event of Default” under this Security
Agreement: (a) Debtor shall fail to perform or observe any of the terms,
provisions, covenants or agreements contained in Sections 3 or 6 of this
Security Agreement; (b) Debtor shall fail to perform or observe any of the
other terms, provisions, covenants or agreements contained in this Security
Agreement and any such failure shall remain unremedied for thirty (30) days
after the earlier of (i) written notice of default is given to Debtor by
Secured Party or (ii) any officer of Debtor obtains knowledge of such default;
or (c) any “Event of Default” (as defined therein) shall occur under or within
the meaning of the Financing Agreement or any Transaction Document which is not cured or waived within the
applicable cure or grace period.


 


8.             Upon the occurrence of an Event of Default, in addition
to and without limitation of the rights and remedies of Secured Party that
arise with respect to the Secured Obligations and the Secured Property under
the Financing Agreement and any other Transaction Documents: (a) Secured Party
shall have the right at its election to declare the unpaid principal balance of
any and all Secured Obligations immediately due and payable including all
accrued interest with respect thereto; (b) Secured Party, its agents or
representatives may without notice or demand, enter upon the premises where the
Secured Property may be located, and hold same temporarily without liability on
the part of the Secured Party; (c) Secured Party may, after retaining
possession of the Secured Property, as and if required by law, sell same at
public or private sale (at which Secured Party may purchase the same), or
dispose of the same, or otherwise, in such manner and upon such terms as shall
appear to Secured Party to be reasonable commercially without demand for
performance, with such notice to Debtor, if any, as may be required by law,
with or without having the Secured Property at the place of sale or other
disposition and (d) Secured Party may collect and enforce, against the Account
Debtors under, obligors under, makers of or other counterparties to any Secured
Property (other than any party to Daily Rental Contracts), all Secured Property
(including Leases) that is comprised of accounts, chattel paper (including
electronic chattel paper), instruments, promissory notes, supporting Secured
Obligations, documents, general intangibles, 
payment intangibles and the proceeds thereof (other than with respect to
Daily Rental Contracts). With respect to any sale of the Secured Property by
Secured Party under this paragraph: (i) Secured Party has no obligation to
clean-up or otherwise prepare any of the Secured Property for sale; (ii) upon
demand, Debtor will assemble the Secured Property and make it available to
Secured Party at a location designated by Secured Party which shall be
reasonably convenient to Secured Party and Debtor; (iii) Secured Party may, in
any such sale, specifically disclaim any warranties of title or fitness or any
other warranties that are legally waivable; (iv) Secured Party may comply with
any applicable state or federal  law
requirements in connection with the Secured Property, and the disposition
thereof, and such compliance will not be considered to adversely affect the
commercial reasonableness of any sale of the Secured Property; (v) Debtor
agrees that ten (10) days prior written notice of any sale of the Secured
Property shall be deemed to be reasonable


 


2

















 


notice of such sale, whether
such sale is public, private or a strict foreclosure; and (vi) if Secured Party
sells any of the Secured Property upon credit (A) the Secured Obligations will be credited only with payments
actually made by the purchaser of the Secured Property that are received by
Secured Party and applied to the indebtedness of the purchaser to Secured Party
in connection with the sale of the Secured Property and (B) in the event the
purchaser fails to pay for the Secured Property, Secured Party may resell the
Secured Property and no portion of the unpaid sales price to purchaser will be
credited against the Secured Obligations. Debtor waives any right it may have
to require Secured Party to pursue any third party for the Secured Obligations.
The proceeds of any such sale or disposition shall be applied first to the
actual and reasonable cost of such sale, next to the actual and reasonable cost
of retaking and storage of the Secured Property and then to the satisfaction of
all interest on and the unpaid balance of all of the Secured Obligations. If
the proceeds of the sale mentioned above are not sufficient to defray the
expenses thereof, the actual and reasonable expenses of retaking, storing and
disposing the Secured Property, including reasonable attorney fees, as may be
permitted by law, and to satisfy all amounts due, by acceleration or otherwise,
the Debtor or any Person who has succeeded to the Secured Obligations of the
Debtor shall pay and the Secured Party may recover the deficiency with interest
at the Default Rate then in effect, or the highest lawful contract rate,
whichever is less. Such repossession and sale shall not affect Secured Party’s
right, hereby confirmed, to retain all payments made prior thereto by Debtor.
Each remedy provided to Secured Party shall be cumulative and shall be in
addition to every other remedy given hereunder under any other Transaction
Document or provided by law. Debtor shall reimburse Secured Party for all costs
and expenses and other amounts in accordance with the Financing Agreement.


 


9.             No warranties, express or
implied, and no representations, promises or statements have been made by
Secured Party unless contained in the Transaction Documents. No
modification of any of the terms and conditions hereof shall be valid in any
event and Debtor expressly waives the right to rely thereon unless made in
writing duly executed by the Secured Party.


 


10.           Except as otherwise provided in paragraph 8 hereof and the
Financing Agreement, Secured Party and the Debtor shall have the respective
rights and duties with respect to the Secured Property that are provided for
under the Code.


 


11.           This Security Agreement is governed by the laws of the
State of New York without reference to conflict of law principles.


 


Executed this 12th
day of Dec , 2003.


 


	
  NATIONAL
  RENTAL GROUP FINANCING INC.

  
	
  (“Debtor”)

  
	
   

  
	
  By:

  	
  /s/ Mary L. Brady

  	
   

  
	
   

  
	
  Printed Name:

  	
  Mary L. Brady

  	
   

  
	
   

  
	
  Title:
  

  	
  Vice
  President

  	
   

  
	
   

  
	
  Address: 

  	
  7700 France Avenue South

  
	
   

  	
  Minneapolis, Minnesota
  55425

  
	
   

  
	
  Attn: 

  	
   

  	
   

  
	
  Facsimile No.:

  	
   

  	
   

  
	
   

  
	
  Accepted this 17 day of Dec , 2003

  
	
   

  
	
  DAIMLERCHRYSLER SERVICES
  NORTH AMERICA, LLC 

  
	
  (“Secured Party”)

  
	
   

  
	
   

  
	
  By: 

  	
  /s/
  R.W. DeJarnett

  	
   

  
	
  Printed Name:

  	
  R.W.
  DeJarnett

  	
   

  
	
  Title:

  	
  Manager,
  Fleet Financing

  	
   

  
	
   

  
	
  Address: 

  	
  27777 Inkster Road

  
	
   

  	
  Farmington Hills, Ml
  48334-5326

  
	
  Attn: Manager, Fleet
  Financing

  
	
  Facsimile No. 248-427-6540

  
				



 


3

















 


ATTACHMENT A


 


The information on those
certain motor vehicles identified herein below in the sections titled “Model
Year”, “Vehicle Identification Number”, “Title State” are made a part of that
certain Security Agreement dated                         between
Debtor and Secured Party under the Financing Agreement. The remainder of the
information contained hereinbelow is for informational purposes only and is not
part of any agreement between the parties identified above.


 


Selling Dealer Number                  


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Gross

  	
   

  
	
   

  	
   

  	
  Model

  	
   

  	
  Vehicle Identification

  	
   

  	
  Title

  	
   

  	
  Adjusted

  	
   

  	
  of

  	
   

  	
  Amount of

  	
   

  	
  Term

  	
   

  	
  Amort

  	
   

  	
  1st Pmt

  	
   

  	
  Payoff

  	
   

  
	
  Count
  Stock #

  	
   

  	
  Year

  	
   

  	
  Number

  	
   

  	
  State

  	
   

  	
  Purchase Price

  	
   

  	
  Downpayment

  	
   

  	
  Advance

  	
   

  	
  (Mos)

  	
   

  	
  Amount

  	
   

  	
  Date

  	
   

  	
   Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Information
  on File with Lender]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  NATIONAL
  RENTAL GROUP FINANCING, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  



 


4