Exhibit 4.17


 


CONSENT AGREEMENT


 


CONSENT
AGREEMENT, dated as of March 4, 2005 (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 Second Amended and Restated Base
Indenture, dated as of October 14, 2003 (as amended, modified, restated or
supplemented from time to time, the “ARG Base Indenture”);


 


WHEREAS,
ARG and BONY, as trustee, have entered into the Fourth Amended and Restated Series 2001-2
Supplement, the Series 2003-1 Supplement, the Series 2004-1
Supplement, the Series 2004-4 Supplement, the Series 2004-5
Supplement and the Series 2005-1 Supplement to the ARG Base Indenture
(each as amended, modified, restated or supplemented from time to time, the “ARG
Group I Supplements”);


 


WHEREAS,
Alamo Financing L.P. (“Alamo LP”) and BONY, as trustee, have entered
into that certain Third Amended and Restated Base Indenture, dated as of October 14,
2003 (as amended, modified, restated or supplemented from time to time, the “Alamo
Base Indenture”);


 


WHEREAS,
Alamo LP and BONY, as trustee, have entered into the Third Amended and Restated
Series 1999-1 Supplement to the Alamo Base Indenture (as


 

















 


amended, modified, restated
or supplemented from time to time, the “Alamo Group I 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 Second Amended and Restated Master
Motor Vehicle Lease and Servicing Agreement, dated as of October 14, 2003
(together with each annex thereto, and as amended, restated, modified or
supplemented from time to time, the “Group I Alamo Lease”);


 


WHEREAS, National Car Rental
Financing Limited Partnership (“NFLP”) and BONY, as trustee, have
entered into that certain Third Amended and Restated Base Indenture, dated as
of October 14, 2003 (as amended, modified, restated or supplemented from
time to time, the “NFLP Base Indenture”);


 


WHEREAS,
NFLP and BONY, as trustee, have entered into the Third Amended and Restated Series 1999-1
Supplement to the NFLP Base Indenture (as amended, modified, restated or
supplemented from time to time, the “NFLP Group I Supplement”);


 


WHEREAS,
NFLP, Vanguard, the Additional Lessees, if any, and Vanguard Car Rental USA
Holdings Inc. have entered into that certain Second Amended and Restated Master
Motor Vehicle Lease and Servicing Agreement, dated as of October 14, 2003
(together with each annex thereto, and as amended, restated, modified or
supplemented from time to time, the “Group I NFLP Lease”);


 


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 Sixth Amended and Restated
Master Collateral Agency Agreement, dated as of October 14, 2003 (as
amended, restated, modified or supplemented from time to time, the “Master
Collateral Agency Agreement”, and together with the ARG Base Indenture, the
ARG Group I Supplements, the Alamo Base Indenture, the Alamo Group I
Supplement, the Group I Alamo Lease, the NFLP Base Indenture, the NFLP Group I
Supplement, the Group I NFLP Lease and the Related Documents (as defined in
each of the above referenced agreements), the “ARG Program Documents”);


 


WHEREAS,
Alamo LP desires to implement the LKE Program (as defined in the Related
Documents) and exchange certain Vehicles used in its business for other
like-kind Vehicles in a manner that will qualify as like-kind exchanges within
the meaning of Section 1031 of the Internal Revenue Code of 1986, as
amended, and the treasury regulations promulgated thereunder (the “Exchange
Rules”);


 


WHEREAS,
in connection with implementing the LKE Program, the ARG Program Documents will
be amended;


 


2

















 


WHEREAS,
in connection with implementing the LKE Program, Alamo LP, Car for a Car, Corp.
(the “Intermediary” or the “QI”) and Vanguard will enter into
that certain Master Exchange Agreement, dated as of March 4, 2005 (as
amended, restated, modified or supplemented from time to time, the “Master
Exchange Agreement”), and Alamo LP, the Intermediary, J.P. Morgan Chase
Bank, N.A. and Vanguard will enter into that certain Escrow Agreement, dated as
of March 4, 2005 (as amended, restated, modified or supplemented from time
to time, the “Escrow Agreement”);


 


WHEREAS,
in connection with the LKE Program, the Intermediary will act as a “qualified
intermediary” on behalf of Alamo LP in order to facilitate the like-kind
exchanges of Vehicles;


 


WHEREAS,
pursuant to the Master Exchange Agreement, Alamo LP will assign to the
Intermediary certain of its rights with respect to the disposition and
acquisition of Vehicles (including its rights to receivables due from a
Manufacturer with respect to Vehicles but not its legal title to the Vehicles),
as more specifically set forth in the Master Exchange Agreement;


 


WHEREAS,
Alamo LP’s rights under the Master Exchange Agreement, pursuant to which Alamo
LP will assign the rights described above, will be pledged to the Master
Collateral Agent under the Master Collateral Agency Agreement;


 


WHEREAS,
the provisions of the Master Exchange Agreement do not, and the parties to the
Master Exchange Agreement have agreed that the provisions of the Master
Exchange Agreement are not intended to, affect the relative rights of any of
the parties to any of the Related Documents including, without limitation, any
of such rights in, to and under the Vehicles, any proceeds therefrom or the
collateral value (as determined under the applicable Related Documents) of the
collateral supporting the outstanding loans or securities issued under the
Related Documents;


 


WHEREAS,
the Vanguard Entities have requested that each of the Consenting Parties
acknowledge and consent, and confirm its consent to (a) the execution,
delivery and performance of the amendments to the ARG Program Documents,
attached hereto as an exhibit, and to the terms and conditions in the amended
ARG Program Documents, (b) the implementation of the LKE Program and the
execution, delivery and performance of the Master Exchange Agreement, the
Escrow Agreement and other documents related to the LKE Program, attached
hereto as an exhibit, (c) certain interpretations and constructions of the
Related Documents, as more fully set forth herein, and (d) be bound by
this Consent Agreement for all purposes;


 


WHEREAS,
each of the Consenting Parties has agreed to acknowledge and consent, and
confirm its consent to the above; and


 


WHEREAS,
attached hereto as Exhibit A is a form of Monthly Noteholders’
Statement which, among other things, sets forth and describes the procedures used
to calculate the “Aggregate Asset Amount” under the Related Documents, as more
fully described herein.


 


3

















 


NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the adequacy and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


A G  R  E  E  M  E  N  T  S


 


SECTION 1.                                Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the Related Documents.


 


SECTION 2.                                Agreement.


 


(I)                                    Each of the Consenting Parties acknowledges
and hereby expressly consents, and confirms its consent:


 


(a)                                  to the execution, delivery and performance of
the amendments to the ARG Program Documents and to the terms and conditions in
the amended ARG Program Documents (a copy of each ARG Program Document, as
amended, is attached hereto as Exhibit B);


 


(b)                                 to the implementation of the LKE Program and
the execution, delivery and performance of the Master Exchange Agreement (including
Section 8.5 thereof), the Escrow Agreement and other documents related to
the LKE Program (a copy of the Master Exchange Agreement, the Escrow Agreement
and the other documents related to the LKE Program, is attached hereto as Exhibit C);


 


(c)                                  to construing and interpreting provisions and
defined terms in any of the Related Documents that refer to funds which are
receivable by, due to or paid to a party other than the Intermediary (a “Third
Party”), but which pursuant to the terms of the Master Exchange Agreement
and the LKE Program are receivable by, due to or paid to the Intermediary,
solely in its capacity as “qualified intermediary” on behalf of Alamo LP, as if
such references expressly address and provide for the implementation of the LKE
Program and the role of the Intermediary;


 


(d)                                 to construing and interpreting provisions and
defined terms in any of the Related Documents that refer to the assignment or
pledge of certain rights and/or assets to Third Parties, but which pursuant to
the terms of the Master Exchange Agreement and the LKE Program are assigned to
the Intermediary, solely in its capacity as “qualified intermediary” on behalf
of Alamo LP, as if such references expressly address and provide for the
implementation of the LKE Program and the role of the Intermediary;


 


(e)                                  to construing and interpreting provisions of
the Master Exchange Agreement as not affecting the relative rights of any of
the parties to any of the Related Documents including, without limitation, any
of such rights in, to and under the Vehicles, any proceeds therefrom or the
collateral value (as determined under the applicable


 


4

















 


Related Documents) of the
collateral supporting the outstanding loans or securities issued under the
Related Documents;


 


(f)                                    to construing and interpreting provisions and
defined terms in any of the Related Documents such that receivables due from a
Manufacturer with respect to any Vehicle, which would qualify and be included
in the calculation of “Aggregate Asset Amount” under the Related Documents or
in any other calculations of such “receivables” under the Related Documents but
for the implementation of the LKE Program and the interposition of the
Intermediary, shall not cease to be eligible for purposes of calculating or
being included in the calculation of the “Aggregate Asset Amount” or in such
other calculations, in each case under the Related Documents solely due to the
implementation of the LKE Program and the interposition of the Intermediary;


 


(g)                                 to the formulation to be used to calculate
the “Aggregate Asset Amount” under the Related Documents, as set forth in the form of
Monthly Noteholders’ Statement attached hereto as Exhibit A, upon
the implementation of the LKE Program; and


 


(h)                                 to construing and interpreting provisions and
defined terms in any of the Related Documents such that, with respect to any
date of determination, if such date would be the Disposition Date with respect
to any Vehicle but for the implementation of the LKE Program and the
interposition of the Intermediary, such date shall continue to be the “Disposition
Date” with respect to such Vehicle notwithstanding the implementation of the
LKE Program and the interposition of the Intermediary.


 


(II)                                Each of the Consenting Parties hereby agrees
to be bound by this Consent Agreement for all purposes.


 


SECTION 3.                                Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS CONSENT AGREEMENT, AND ALL MATTERS ARISING
OUT OF OR IN ANY MANNER RELATING TO THIS CONSENT AGREEMENT.


 


SECTION 4.                                Direction To Trustee and Master Collateral
Agent. Each of the
Consenting Parties hereby consents to the Trustee and the Master Collateral
Agent entering into the amendments to the ARG Program Documents contemplated
hereby.


 


SECTION 5.                                Entire Agreement. This Consent Agreement and the Related
Documents constitute the entire agreement of the parties relating to the
subject matter hereof and supersede any prior agreements, whether written or
oral with respect to the subject matter hereof. This Consent Agreement cannot
be amended without the written agreement of each party hereto.


 


SECTION 6.                                Effectiveness. This Consent Agreement shall be effective
upon its execution and delivery by all the parties hereto.


 


SECTION 7.                                Counterparts. This Consent Agreement may be executed
in any number of counterparts, each of which when so executed and delivered
shall be


 


5

















 


deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the
same instrument.


 


SECTION 8.                                Third-Party Beneficiaries. Each of the Vanguard Entities shall be an
express third-party beneficiary under this Consent Agreement.


 


[REMAINDER OF PAGE LEFT
BLANK INTENTIONALLY]


 


6

















 


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/ Derrin Culp

  	
   

  
	
   

  	
  Name:

  	
  Derrin Culp

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  AMBAC ASSURANCE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael Babick

  	
   

  
	
   

  	
  Name:

  	
  Michael Babick

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Howard W. Albert

  	
   

  
	
   

  	
  Name:

  	
  Howard W. Albert

  
	
   

  	
  Title:

  	
  Chief Underwriting &
  Risk Officer

  
					



 


[LKE 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/ Jenny Cheng

  	
   

  
	
   

  	
  Name:

  	
  Jenny Cheng

  
	
   

  	
  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:

  	
  Assistant Vice President