Exhibit 10.15


EXECUTION COPY


PATENT
SECURITY AGREEMENT


Patent Security
Agreement, dated as of June 14, 2006 (as amended, restated or otherwise
modified from time to time, the “Patent Security Agreement”), between
each of VANGUARD CAR RENTAL USA
HOLDINGS INC., a Delaware corporation, and each of the other signatories hereto
(together with any other entity that may become a party hereto as provided
herein) (collectively, the “Grantors”), and GOLDMAN SACHS CREDIT
PARTNERS L.P., in its capacity as administrative agent for the Secured Parties
(together with any successors and assigns thereto in such capacity, the “Administrative
Agent”).


W I T N E S S E T H:


WHEREAS,
Grantors are party to a Guarantee and Collateral Agreement dated as of June 14,
2006 (the “Guarantee and Collateral Agreement”) among each of the
Grantors and the other grantors thereto and in favor of the Administrative
Agent pursuant to which the Grantors are required to execute and deliver this
Patent Security Agreement;


NOW,
THEREFORE, in consideration of
the premises and to induce the Secured Parties to enter into the Credit
Agreement, the Grantors hereby agree with the Administrative Agent, as follows:


SECTION 1.           Defined Terms.  Unless otherwise defined herein, terms
defined in the Guarantee and Collateral Agreement and used herein have the
meaning given to them in the Guarantee and Collateral Agreement.


SECTION 2.           Grant of Security Interest in
Patent Collateral.  Each Grantor
hereby pledges and grants to Administrative Agent, for the benefit of the
Secured Parties, a security interest in all of such Grantor’s right, title and
interest in, to and under the following, whether presently existing or
hereafter created, registered or acquired (collectively, the “Patent
Collateral”):


(a)  (i) all letters patent of the United States,
any other country, or union of countries, or any political subdivision thereof,
all reissues and extensions thereof, including any of the foregoing referred to
in Schedule I, (ii) all applications for letters patent of the United
States or any other country or union of countries and all divisions,
continuations and continuations-in-part thereof, including any of the foregoing
referred to in Schedule I, (iii) all inventions and improvements
described therein, including any of the foregoing listed in Schedule I,
and (iv) all rights to, and to obtain any reissues or extensions of the
foregoing (collectively, “Patents”) and with respect to any of the
foregoing, (v) all rights to sue at law or in equity for any past, present or
future infringement or other impairment thereof, (vi) the right to receive all
proceeds and damages therefrom, including licenses, royalties, income,
payments, claims, damages, and proceeds of suit, and (vii) all common law and
other rights throughout the world in and to all of the foregoing; and


 


 

















 


(b)  all agreements, whether written or oral,
providing for the grant by or to any Grantor of any right to manufacture, use
or sell any invention covered in whole or in part by a Patent, including any of
the foregoing referred to in Schedule I (collectively, “Patent
Licenses”).


SECTION 3.           Security Agreement.  The security interest granted pursuant to
this Patent Security Agreement is granted in conjunction with the security
interest granted to the Administrative Agent for the benefit of the Secured
Parties pursuant to the Guarantee and Collateral Agreement and Grantors hereby
acknowledge and affirm that the rights and remedies of the Administrative Agent
with respect to the security interest in the Patent Collateral made and granted
hereby are more fully set forth in the Guarantee and Collateral Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.  In the event that any
provision of this Patent Security Agreement is deemed to conflict with the Guarantee
and Collateral Agreement, the provisions of the Guarantee and Collateral
Agreement shall control.


SECTION 4.           Recordation.  Each Grantor authorizes the recordation of
this agreement with the United States Patent and Trademark Office and any other
applicable registry.


SECTION 5.           Applicable Law.  This Patent Security Agreement and the  rights and obligations of the parties
hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to its
conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of
the New York General Obligation Laws).


SECTION 6.           Counterparts.  This Patent Security Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.


 


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IN
WITNESS WHEREOF, each Grantor has
caused this Patent Security Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.


	
   

  	
  VANGUARD CAR RENTAL USA HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C.
  Kennedy

  
	
   

  	
   

  	
  Name: 

  	
  Thomas C.
  Kennedy

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice
  President and

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer

  



 


 


 

















 


 


ACKNOWLEDGMENT
OF GRANTOR


 


	
  STATE OF

  	
  Oklahoma

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF

  	
  Tulsa

  	
  )

  	
   

  



 


On
this ___ day of June 14, 2006 before me
personally appeared ___Gerard J.
Kennell___proved to me on the basis of
satisfactory evidence to be the person who executed
the foregoing instrument on behalf of the Grantor, who being by me duly sworn
did depose and say that he is an authorized officer of said corporation, that
the said instrument was signed on behalf of said corporation as authorized by
its Board of Directors and that he acknowledged said instrument to be the free
act and deed of said corporation.


 


 


	
   

  	
   

  	
  /s/ Darlene E. Hodge

  
	
   

  	
  Notary Public

  



 


{seal}


 


 

















 


Accepted and Agreed:


 


	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
  as
  Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
  /s/ William W.
  Archer

  	
   

  
	
   

  	
  Name:

  	
  William W.
  Archer

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
        Authorized
  Signatory