Exhibit 4.21


 


CONSENT AGREEMENT


 


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,
the “Vanguard Entities”), and acknowledged by Citibank, N.A., in its
capacity as master collateral agent under the Master Collateral Agency
Agreement (as defined below) and by The Bank of New York, in its capacity as
Trustee, Financing Source and Beneficiary (each as defined in the ARG Program
Documents (as defined below)) under the ARG Program Documents,


 


R E  C
I  T  A  L  S


 


WHEREAS, ARG Funding Corp. (“ARG”) and
The Bank of New York (“BONY”), as trustee, have entered into that
certain Fourth Amended and Restated Base Indenture, dated as of April 13, 2006
(as amended, modified, restated or supplemented from time to time, the “ARG
Base Indenture”):


 


WHEREAS, ARG and BONY, as trustee, have
entered into the Third Amended and Restated Series 2004-1 Supplement, dated as
of April 13, 2006, supplementing the ARG Base Indenture (the “Series 2004-1
Supplement”); the Second Amended and Restated Series 2004-4 Supplement,
dated as of April 13, 2006, supplementing the ARG Base Indenture (the “Series
2004-4 Supplement”); the Second Amended and Restated Series 2005-1
Supplement, dated as of April 13, 2006, supplementing the ARG Base Indenture
(the “Series 2005-1 Supplement”) and the Amended and Restated Series
2005-2 Supplement to the ARG Base Indenture, dated as of April 13, 2006,
supplementing the ARG Base Indenture (the “Series 2005-2 Supplement”)
(each as amended, modified, restated or supplemented from time to time, the “ARG
Supplements”);


 


WHEREAS, Alamo Financing L.P. (“Alamo LP”)
and BONY, as trustee, have entered into that certain Fifth Amended and Restated
Base Indenture, dated as of


 

















 


April
13, 2006 (as amended, modified, restated or supplemented from time to time, the
“Alamo Base Indenture”), as supplemented by the Fifth Amended and
Restated Series 1999-1 Supplement to the Alamo Base Indenture, dated as of
April 13, 2006 (as amended, modified, restated or supplemented from time to
time, the “Alamo Series 1999-1 Supplement”);


 


WHEREAS, Alamo LP, Vanguard Car Rental USA
Inc. (“Vanguard”), the Additional Lessees, if any, and Vanguard Car
Rental USA Holdings Inc. (“Vanguard Holdings”) have entered into that
certain Fourth Amended and Restated Master Motor Vehicle Lease and Servicing
Agreement, dated as of April 13, 2006 (together with each annex thereto, and as
amended, restated, modified or supplemented from time to time, the “Alamo
Lease”);


 


WHEREAS, National Car Rental Financing
Limited Partnership (“NFLP”) and BONY, as trustee, have entered into
that certain Fifth Amended and Restated Base Indenture, dated as of April 13,
2006 (as amended, modified, restated or supplemented from time to time, the “NFLP
Base Indenture” and, together with the Alamo Base Indenture, the “Leasing
Company Base Indentures”), as supplemented by the Fifth Amended and
Restated Series 1999-1 Supplement to the NFLP Base Indenture, dated as of April
13, 2006 (as amended, modified, restated or supplemented from time to time, the
“NFLP Series 1999-1 Supplement”);


 


WHEREAS, NFLP, Vanguard and Vanguard Holdings
have entered into that certain Fourth Amended and Restated Master Motor Vehicle
Lease and Servicing Agreement, dated as of April 13, 2006 (together with each
annex thereto, and as amended, restated, modified or supplemented from time to
time, the “NFLP Lease” and, together with the Alamo Lease, the “Leases”);


 


WHEREAS, NFLP and Alamo LP, as grantors,
Vanguard, as grantor and as master servicer, the various Financing Sources from
time to time parties thereto, the various Beneficiaries from time to time
parties thereto, and Citibank, N.A., as master collateral agent, have entered
into that certain Eighth Amended and Restated Master Collateral Agency
Agreement, dated as of April 13, 2006 (as amended, restated, modified or
supplemented from time to time, the “Master Collateral Agency Agreement”);


 


WHEREAS, Car for a Car Corp., as qualified
intermediary (the “Intermediary”), Alamo LP, as exchangor and Vanguard,
as servicer, have entered into that certain Amended and Restated Master
Exchange Agreement, dated as of April 13, 2006 (as amended, restated, modified
or supplemented from time to time, the “Master Exchange Agreement”); and


 


WHEREAS, the Intermediary, JP Morgan Chase
Bank, N.A., as escrow agent, Alamo LP, as exchangor and Vanguard, as servicer,
have entered into that certain Amended and Restated Escrow Agreement, dated as
of April 13, 2006 (as amended, restated, modified or supplemented from time to
time, the “Escrow Agreement”, and, together with the ARG Base Indenture,
the ARG Supplements, the Alamo Base Indenture, the Alamo Series 1999-1
Supplement, the Alamo Lease, the NFLP Base


 


2

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Consent Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 


 


	
   

  	
  MBIA INSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dana L. Hartman

  	
   

  
	
   

  	
  Name:

  	
  Dana L. Hartman

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  AMBAC ASSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer J. Baratta

  	
   

  
	
   

  	
  Name:

  	
  Jennifer J. Baratta

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Pickering

  	
   

  
	
   

  	
  Name:

  	
  Andrew Pickering

  
	
   

  	
  Title:

  	
  Managing Director, Chief

  
	
   

  	
   

  	
    Surveillance Officer

  



 


[Amendment Consent
Agreement]


 

















 


	
   

  	
  Acknowledged by:

  
	
   

  	
   

  
	
   

  	
  ARG FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ALAMO FINANCING L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALAMO FINANCING L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  NATIONAL CAR RENTAL FINANCING

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NATIONAL CAR RENTAL

  
	
   

  	
  FINANCING CORPORATION, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA

  
	
   

  	
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J.
  Kennell

  	
   

  
	
   

  	
  Name:

  	
  Gerard J.
  Kennell

  
	
   

  	
  Title:

  	
  Senior Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J.
  Kennell

  	
   

  
	
   

  	
  Name:

  	
  Gerard J.
  Kennell

  
	
   

  	
  Title:

  	
  Senior Vice
  President & Treasurer

  
						



 


 


 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  not in its individual
  capacity but

  
	
   

  	
  solely as Master
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miriam Y. Moline

  	
   

  
	
   

  	
  Name:

  	
  Miriam Y. Moline

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, in its

  
	
   

  	
  capacity as Trustee, Financing Source and

  
	
   

  	
  Beneficiary under the ARG Program

  
	
   

  	
  Documents

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
  Name:

  	
  John Bobko

  
	
   

  	
  Title:

  	
  Vice President