Exhibit 4.22


 


EXECUTION COPY


 


CONSENT AGREEMENT


 


 


CONSENT AGREEMENT, dated as of June 13, 2006 (this “Consent
Agreement”), among 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 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 The Bank of
New York, in its capacity as Trustee (as defined in the ARG Indenture (as
defined below)) under the ARG Indenture.


 


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 Amendment to the Third Amended and Restated
Series 2004-1 Supplement, dated as of June 13, 2006 (the “Series 2004-1
Amendment” and such Series Supplement as so amended by the Series 2004-1
Amendment, the “Series 2004-1 Supplement”), by and between ARG and the
Trustee, supplementing the ARG Base Indenture and the Amendment to the Second
Amended and Restated Series 2004-4 Supplement, dated as of June 13, 2006 (the “Series
2004-4 Amendment” and together with the Series 2004-1 Amendment, the “ARG
Amendments”, and such Series Supplement as so amended by the Series 2004-4
Amendment, the “Series 2004-4 Supplement” and, together with the Series
2004-1 Supplement, the “ARG Supplements”), by and between ARG and the
Trustee, supplementing the ARG Base Indenture;


 


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 ARG Amendments, attached hereto as an exhibit, and to the terms and
conditions in the amended ARG Supplements and (b) be bound by this Consent
Agreement for all purposes; and


 


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


 

















 


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 to the execution, delivery and
performance of the ARG Amendments and to the terms and conditions in the
amended ARG Supplements (a copy of each ARG Supplement, as amended, is attached
hereto as Exhibit A).


 


(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. Each of the
Consenting Parties hereby consents to the Trustee entering into the ARG
Amendments 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 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]


 


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.


 


 


	
   

  	
  AMBAC ASSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer J.
  Baratta

  	
   

  
	
   

  	
  Name:

  	
  Jennifer J.
  Baratta

  
	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew H.
  Pickering

  	
   

  
	
   

  	
  Name:

  	
  Andrew H.
  Pickering

  
	
   

  	
  Title:

  	
  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 and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J.
  Kennell

  	
   

  
	
   

  	
  Name:

  	
  Gerard J.
  Kennell

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Treasurer

  
					



 

















 


	
   

  	
  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