Exhibit 10.32


 


Execution Copy


 


DATED
26 September 2005


 


 


CAPITAL
BANK plc


 


 


VANGUARD
RENTAL (UK) LIMITED


(formerly ANC
Rental Corporation (UK) Limited)


 


and


 


VANGUARD
RENTAL (HOLDINGS) LIMITED


(formerly ANC
Rental Corporation (Holdings) Limited)


 






 


DEED
OF AMENDMENT AND RESTATEMENT


relating to


Master Hire
Purchase Agreement


dated 14 February
2002


 






 


DWF


Centurion
House


129
Deansgate


Manchester


M3
3AA


 

















 


CONTENTS


 


	
  1.

  	
  Definitions and Construction

  	
  1

  
	
  2.

  	
  Consent to Amend

  	
  3

  
	
  3.

  	
  Amendment and Restatment of HPA

  	
  3

  
	
  4.

  	
  Schedules

  	
  3

  
	
  5.

  	
  Purchase Agency and Sub-Hiring Addendum

  	
  4

  
	
  6.

  	
  Confirmation of Guarantor

  	
  4

  
	
  7.

  	
  Representations and Warranties

  	
  4

  
	
  8.

  	
  Expenses

  	
  5

  
	
  9.

  	
  Miscellaneous

  	
  5

  
	
  10.

  	
  Governing Law and Jurisdiction

  	
  5

  
	
  SIGNATURE PAGE

  	
  6

  
	
  APPENDIX

  	
  7

  
	
  Amended and Restated HPA

  	
  7

  



 

















 


THIS DEED OF AMENDMENT AND
RESTATEMENT is dated 26 September 2005 and made between:


 


(1)           CAPITAL BANK plc (Company No. 392902) of Capital House,
Queens Park Road, Handbridge, Chester, CH88 3AN (“CAPITAL”);


 


(2)           VANGUARD RENTAL (UK) LIMITED (Company No. 1089057) whose
registered office is at James House, 55 Welford Road, Leicester, LE2 7AR (the “Hirer”); and


 


(3)           VANGUARD RENTAL (HOLDINGS) LIMITED (Company No. 915008)
whose registered office is at James House, 55 Welford Road, Leicester, LE2 7AR
(the “Guarantor”).


 


BACKGROUND:


 


(A)          This
Deed is supplemental to the master hire purchase agreement dated 14 February 2002
and made between CAPITAL and the Hirer, whereby CAPITAL agreed to provide by
way of hire purchase certain vehicles on the terms specified therein.


 


(B)           Pursuant
to the Original Guarantee, the Guarantor has guaranteed, inter alia, the obligations of the Hirer
under the HPA.


 


(C)           The
parties to this Deed wish to make certain amendments to and restate the HPA upon
and subject to the terms of this Deed.


 


IT IS
AGREED as follows:


 


1.            DEFINITIONS
AND CONSTRUCTION


 


1.1           Definitions


 


In this Deed:


 


	
  “Amended and Restated HPA”

  	
   

  	
  means the HPA as amended and restated pursuant to
  this Deed and shall, where the context permits, include any Schedule or Hire
  Contract;

  
	
   

  	
   

  	
   

  
	
  “Effective Date”

  	
   

  	
  means the date of this Deed;

  
	
   

  	
   

  	
   

  
	
  “Hire Contract”

  	
   

  	
  shall have the meaning given to such term in the
  Amended and Restated HPA;

  
	
   

  	
   

  	
   

  
	
  “HPA”

  	
   

  	
  means the master hire purchase agreement dated 14
  February 2002 and made between CAPITAL and the Hirer as such agreement has
  been amended and supplemented, from time to time;

  
	
   

  	
   

  	
   

  
	
  “Original Guarantee”

  	
   

  	
  means the guarantee dated 29 April 2002 and made by
  the Guarantor in favour of, inter alia, CAPITAL;

  
	
   

  	
   

  	
   

  
	
  “Purchase Agency”

  	
   

  	
  means the letter dated 14 February 2002 from CAPITAL
  to the Hirer authorising the Hirer to act

  



 


1

















 


	
   

  	
   

  	
  as agent in connection with the purchase of vehicles
  the subject of Schedules;

  
	
   

  	
   

  	
   

  
	
  “Reservations”

  	
   

  	
  means:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  the
  principle that equitable remedies may be granted or refused at the discretion
  of a Court and the limitation of enforcement by laws relating to insolvency,
  reorganisation and other laws generally affecting the rights of creditors;

   

  (b)                                 the
  time barring of claims under the Limitation Acts, the possibility that an undertaking
  to assume liability for or indemnify a person against non-payment of stamp
  duty may be void and defences of set-off or counterclaim; and

   

  (c)                                  similar
  principles, rights and defences under any relevant laws of England and Wales;

  
	
   

  	
   

  	
   

  
	
  “Schedule”

  	
   

  	
  shall have the meaning given to such term in the
  HPA; and

  
	
   

  	
   

  	
   

  
	
  “Sub-Hiring Addendum”

  	
   

  	
  means the addendum to the HPA dated 14 February 2002
  and made between CAPITAL and the Hirer in connection with the sub-lease of
  vehicles the subject of Schedules.

  



 


1.2           Construction


 


In this Deed:


 


(a)           any
reference to:


 


(i)            an
“Act” is a reference to an Act of Parliament of the United Kingdom of Great
Britain and Northern Ireland;


 


(ii)           “this
Deed” or any other agreement or instrument is a reference to this Deed or that
other agreement or instrument as amended, restated, supplemented, waived or
novated from time to time;


 


(iii)          a
“person” includes any person, firm, company, corporation, government, state or
agency of a state or any association, trust or partnership (whether or not
having separate legal personality) or two or more of the foregoing;


 


(iv)          “CAPITAL”,
the “Hirer” or the “Guarantor” shall, where the context permits, include such
person’s successors and permitted assigns and any persons deriving title under
such person;


 


2

















 


(v)           a
“regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;


 


(vi)          a
provision of law is a reference to that provision as amended or re-enacted;


 


(vii)         a
recital, clause or appendix is a reference to a recital of, a clause of or
appendix to this Deed; and


 


(viii)        a
time of day is a reference to London time;


 


(b)           words
importing the plural include the singular (and vice versa);


 


(c)           the
ejusdem generis rule shall not apply
and accordingly the interpretation of general words shall not be restricted by
being preceded by words including a particular class of acts, matters or things
or by being followed by particular examples; and


 


(d)           section,
clause and appendix headings are for ease of reference only.


 


2.             CONSENT
TO AMEND


 


The Hirer, the
Guarantor and CAPITAL hereby consent to the amendments to the HPA provided for
in this Deed.


 


3.             AMENDMENT
AND RESTATMENT OF HPA


 


With effect on and
from the Effective Date, the HPA shall be amended and restated to read as set
out in the Appendix to this Deed and the Hirer and CAPITAL agree to be bound by
the Amended and Restated HPA.


 


4.             SCHEDULES


 


4.1           With
effect from the Effective Date:


 


(a)           each
Schedule shall be deemed to have been entered into pursuant to the Amended and
Restated HPA; and


 


(b)           the
lease of any vehicle the subject of a Schedule shall become subject to the terms
and conditions of the Amended and Restated HPA.


 


4.2           Notwithstanding
clause 4.1 and in relation to each Schedule:


 


(a)           references
to “Hire Contract” in the Amended and Restated HPA shall be construed as
references to such Schedule;


 


(b)           the
term “Commencement Date” in the Amended and Restated HPA shall be construed as
the date of execution of such Schedule;


 


(c)           the
term “Hire Period” in the Amended and Restated HPA shall be construed as the
period commencing on the date of execution of such Schedule and ending on the
due date for payment of the final rental; and


 


3

















 


(d)           references
to “Clause 7(e) (iv) of the Master Hire Purchase Agreement” shall refer to
clause 8.4(b) (ii) of the Amended and Restated HPA.


 


5.             PURCHASE
AGENCY AND SUB-HIRING ADDENDUM


 


With effect from
the Effective Date:


 


(a)           each
of the Purchase Agency and the Sub-Hiring Addendum shall be terminated and be
of no further effect;


 


(b)           any
order for any vehicle made by the Hirer on behalf of CAPITAL pursuant to the
Purchase Agency shall be deemed to have been made by the Hirer on behalf of
CAPITAL pursuant to and be subject to the terms and conditions of the Amended
and Restated HPA;


 


(c)           each
vehicle the subject of a Schedule shall be subject to, inter alia, the restrictions on sub-hiring
contained in the Amended and Restated HPA.


 


6.             CONFIRMATION
OF GUARANTOR


 


The Guarantor confirms that its obligations under the
Original Guarantee shall remain in full force and effect in respect of the
Hirer’s obligations under the Amended and Restated HPA and that the obligations
under this Deed and the Amended and Restated HPA constitute obligations
included within the Original Guarantee.


 


7.             REPRESENTATIONS
AND WARRANTIES


 


Each of the parties to this Deed represents and
warrants to the other parties that:


 


(a)           Corporate power: it
has power to execute, deliver and perform its obligations under this Deed; all
necessary corporate, shareholder and other action has been taken to authorise
the execution, delivery and performance of this Deed and this Deed constitutes
its valid and legally binding obligations enforceable in accordance with its
terms subject to the Reservations;


 


(b)           No conflict with  other obligations: its
execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, this Deed by it will not (i) contravene any
material existing applicable law, statute, rule or regulation or any judgment,
decree or permit to which it is subject, (ii) conflict with, or result in any
breach of any of the terms of, or constitute a default under, any material
agreement or other instrument to which it is a party or is subject or by which
it or any of its property is bound, (iii) contravene or conflict with any
material provision of its Memorandum and Articles of Association, or (iv)
result in the creation or imposition of or oblige it to create any security
interest over any of its undertaking, assets, rights or revenues; and


 


(c)           Consents  obtained: every
consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required
by such party to authorise, or required by such party in connection with, the
execution, delivery, validity, enforceability or admissibility in evidence of
this Deed or the performance by it of its obligations under this Deed has been
obtained or made and is in full force and effect and there has been no default in
the observance of the conditions or restrictions (if any) imposed in, or in
connection with, any of the same.


 


4

















 


8.             EXPENSES


 


The Hirer shall pay any reasonable out-of-pocket fees,
costs and expenses incurred by CAPITAL in connection with the negotiation,
preparation and execution of this Deed.


 


9.             MISCELLANEOUS


 


9.1           Continuation of the HPA


 


Save as amended and restated by this Deed, the
provisions of the HPA shall continue in full force and effect and the Amended
and Restated HPA and this Deed shall be read and construed as one instrument.


 


9.2           Counterparts


 


This Deed may be executed in any number of
counterparts and by the different parties on separate counterparts, each of
which when so executed and delivered shall be an original but all counterparts
shall together constitute one and the same instrument.


 


9.3           Contract (Rights of Third Parties) Act 1999


 


No person who is not a party to this Deed shall be
entitled to enforce any term of this Deed pursuant to the Contracts (Rights of
Third Parties) Act 1999.


 


10.          GOVERNING
LAW AND JURISDICTION


 


10.1         This
Deed is governed by English law.


 


10.2         The
courts of England have non-exclusive jurisdiction to settle any dispute arising
out of or in connection with this Deed (including a dispute regarding the
existence, validity or termination of this Deed).


 


This
Deed has been entered into on the date stated at the beginning of this Deed.


 


5

















 


SIGNATURE
PAGE


 


	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CAPITAL BANK plc

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  by affixing the Company
  Seal hereto

  	
  )

  	
  Authorised Signatory

  
	
   

  	
   

  	
   

  
	
  In the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  VANGUARD
  RENTAL

  	
  )

  	
  Director

  
	
  (UK)
  LIMITED

  	
  )

  	
   

  
	
  by

  	
  )

  	
   

  
	
  and by

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  VANGUARD
  RENTAL

  	
  )

  	
  Director

  
	
  (HOLDINGS)
  LIMITED

  	
  )

  	
   

  
	
  by

  	
  )

  	
   

  
	
  and by

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  
						



 


6

















 


APPENDIX


 


Amended
and Restated HPA


 


7

















 


CONFORMED
COPY


 


DATED 14
February 2002


 


as
amended and restated on 26 September 2005


 


 


CAPITAL
BANK plc


 


 


and


 


 


VANGUARD
RENTAL (UK) LIMITED


(formerly ANC Rental Corporation (UK) Limited)


 






 


MASTER
HIRE PURCHASE AGREEMENT


 






 


 


DWF


Centurion
House


129
Deansgate


Manchester


M3
3AA


 

















 


CONTENTS


 


	
  1.

  	
  Definitions and Construction

  	
  1

  
	
  2.

  	
  Purchase Agency

  	
  9

  
	
  3.

  	
  Agreement to Hire

  	
  14

  
	
  4.

  	
  Hire Period

  	
  14

  
	
  5.

  	
  Hirer’s Payments

  	
  14

  
	
  6.

  	
  The Vehicles

  	
  15

  
	
  7.

  	
  Insurance

  	
  17

  
	
  8.

  	
  Termination

  	
  19

  
	
  9.

  	
  Delivery Up of the Vehicles

  	
  22

  
	
  10.

  	
  Option to Purchase the Vehicles

  	
  22

  
	
  11.

  	
  Disclaimer

  	
  22

  
	
  12.

  	
  Hirer’s Warranties

  	
  23

  
	
  13.

  	
  Notices

  	
  23

  
	
  14.

  	
  Miscellaneous

  	
  24

  
	
  15.

  	
  Data Protection

  	
  26

  
	
  16.

  	
  Governing Law and Jurisdiction

  	
  26

  
	
  SCHEDULE

  	
  27

  
	
  Form of Hire
  Contract

  	
  27

  
	
  SIGNATURE PAGE

  	
  28

  



 

















 


THIS MASTER HIRE PURCHASE
AGREEMENT is dated 14 February 2002, has been amended and
restated on 26 September 2005, is numbered 0881051 and made between:


 


(1)           CAPITAL BANK plc (Company No. 392092) of Capital House,
Queens Park Road, Handbridge, Chester CH88 3AN (VAT Registration No: 270 1467
76) (the “Owner”); and


 


(2)           VANGUARD RENTAL (UK) LIMITED (Company No. 1089057) whose registered
office is at James House, 55 Welford Road, Leicester, LE2 7AR (the “Hirer”).


 


BACKGROUND:


 


(A)          The Owner
and the Hirer have agreed to enter into this agreement in order to set out the
terms under which the Owner may from time to time hire to the Hirer with the
option to purchase certain vehicles, which hiring shall be evidenced by the
execution and delivery by each of the Owner and the Hirer of Hire Contracts.


 


(B)           The Owner
has agreed to appoint the Hirer its agent for the purpose of acquiring Vehicles
to be hired by the Owner to the Hirer under the Hire Contracts.


 


IT IS AGREED as
follows:


 


1.             DEFINITIONS
AND CONSTRUCTION


 


1.1           Definitions


 


In this Master Agreement and in any applicable Hire
Contract:


 


	
  “Affiliate”

  	
   

  	
  means, in relation to any person, a Subsidiary of
  that person or a Holding Company of that person or any other Subsidiary of
  that Holding Company;

  
	
   

  	
   

  	
   

  
	
  “Break Costs”

  	
   

  	
  means, in relation to any Vehicle, any Loss (other
  than any loss of profit) suffered, incurred or paid by the Owner or by HBOS
  Treasury Services plc on behalf of the Owner in liquidating, cancelling or
  reallocating any loan, deposit or other funding obtained by the Owner (or by
  HBOS Treasury Services plc on behalf of the Owner) to fund the Owner’s
  acquisition of such Vehicle and its investment in such Vehicle from time to
  time;

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  means a day upon which banks are open for the transaction
  of normal banking business in the City of London (other than a Saturday or
  Sunday);

  



 


1

















 


	
  “Cerberus”

  	
   

  	
  means Cerberus Capital Management, L.P.;

  
	
   

  	
   

  	
   

  
	
  “Change of Control”

  	
   

  	
  means any Hirer Change of Control or any Guarantor
  Change of Control;

  
	
   

  	
   

  	
   

  
	
  “Commencement Date”

  	
   

  	
  means, in relation to any Hire Period, the date so
  specified in the applicable Hire Contract;

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  means any event or circumstance specified as such in
  clause 8;

  
	
   

  	
   

  	
   

  
	
  “Fund”

  	
   

  	
  means any fund, trust or person the assets of which
  are managed professionally for investment purposes on behalf of investors,
  shareholders, unit holders, partners, members or other participants
  (howsoever organised or described);

  
	
   

  	
   

  	
   

  
	
  “Guarantor”

  	
   

  	
  means Vanguard Rental (Holdings) Limited (company
  number 915008);

  
	
   

  	
   

  	
   

  
	
  “Guarantor Change of 

  	
   

  	
  means:

  
	
  Control”

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   Cerberus
  or any Permitted Holder ceases to control directly or indirectly the
  Guarantor, or

   

  (b)   any
  person or group of persons acting in concert gains direct or indirect control
  of the Guarantor.

   

  For the purposes of
  paragraph (a) (but only prior to an Initial Public Offering) and paragraph
  (b) of this definition, “control” of
  the Guarantor means:

   

  (i)    the
  power (whether by way of ownership of shares, proxy, contract, agency or
  otherwise) to:

   

  (1)   cast,
  or control the casting of, more than 50% of the maximum number of votes that
  might be cast at a general meeting of the Guarantor; or

   

  (2)   appoint
  or remove all, or the majority, of the directors or other equivalent officers
  of the Guarantor; or

   

  (3)   give
  directions with respect to the operating and financial policies of the Guarantor
  with which the

  



 


2

















 


	
   

  	
   

  	
  directors or other
  equivalent officers of the Guarantor are obliged to comply; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)   the
  holding beneficially of more than 50% of the issued share capital of the
  Guarantor (excluding any part of that issued share capital that carries no
  right to participate beyond a specified amount in a distribution of either
  profits or capital);

   

  For the purposes
  of paragraph (a) of this definition following an Initial Public Offering, “control” of the Guarantor means:

   

  (i)    the
  power (whether by way of ownership of shares, proxy, contract, agency or otherwise
  to:

   

  (1)   cast,
  or control the casting of more than 29.9% of the maximum number of votes that
  might be cast at ageneral meeting of the Guarantor;
  or

   

  (2)   appoint
  or remove all, or the majority, of the directors or other equivalent officers
  of the Guarantor; or

   

  (3)   give
  directions with respect to the operating and financial policies of the
  Guarantor with which the directors or other equivalent officers of the Guarantor
  are obliged to comply; and/or

   

  (ii)   the
  holding beneficially of more than 29.9% of the issued share capital of the
  Guarantor (excluding any part of that issued share capital that carries no
  right to participate beyond a specified amount in a distribution of either
  profits or capital).

   

  For the purposes of paragraphs (a) and (b) of this
  definition, “acting in concert” means a
  group of persons who, pursuant to an agreement or understanding

  



 


3

















 


	
   

  	
   

  	
  (whether formal or
  informal), actively co-operate, through the acquisition of shares in the Guarantor
  by any of them, either directly or Indirectly, to obtain or consolidate
  control of the Guarantor;

  
	
   

  	
   

  	
   

  
	
  “Hire Contract”

  	
   

  	
  means, in relation to any Vehicle, the agreement by
  the Owner to sell and by the Hirer to purchase such Vehicle and identified by
  number in relation to such Vehicle, such agreement to be substantially in the
  form set out in the schedule;

  
	
   

  	
   

  	
   

  
	
  “Hire Period”

  	
   

  	
  means, in relation to any Hire Contract and subject
  to the provisions for earlier termination contained in this Master Agreement,
  the period so specified in such Hire Contract;

  
	
   

  	
   

  	
   

  
	
  “Hirer Group Company”

  	
   

  	
  means any of the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)            the
  Guarantor;

   

  (ii)           any
  Subsidiary for the time being of the Guarantor; or

   

  (iii)          any
  Subsidiary for the time being of the Hirer;

  
	
   

  	
   

  	
   

  
	
  “Hirer Change of Control”

  	
   

  	
  means the Hirer ceases
  to be a wholly owned subsidiary (as such term is defined in Section 736 of
  the Companies Act 1985) of the Guarantor or the Guarantor ceases to control
  directly or indirectly to the Hirer.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the purposes of
  this definition, “control” of
  the Hirer means:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)    the
  power (whether by way of ownership of shares, proxy, contract, agency or
  otherwise) to:

   

  (1)   cast,
  or control the casting of, more than 50% of the maximum number of votes that
  might be cast at a general meeting of Vanguard; or

   

  (2)   appoint
  or remove all, or the majority, of the directors or other equivalent officers
  of the Hirer; or

  



 


4

















 


	
   

  	
   

  	
  (3)   give
  directions with respect to the operating and financial policies of the Hirer
  with which the directors or other equivalent officers of the Hirer (as
  applicable) are obliged to comply; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)   the holding beneficially of
  more than 50% of the issued share capital of the Hirer (excluding any part of
  that issued share capital that carries no right to participate beyond a
  specified amount in a distribution of either profits or capital);

  
	
   

  	
   

  	
   

  
	
  “Holding Company”

  	
   

  	
  means, in relation to a company or corporation, any
  other company or corporation in respect of which it is a Subsidiary;

  
	
   

  	
   

  	
   

  
	
  “Initial Public Offering”

  	
   

  	
  means the listing of any shares of the Guarantor or
  any Holding Company of the Guarantor on any recognised stock exchange for
  listed securities whether effected by way of an offer for sale, a new issue
  of shares, an introduction, a placing or otherwise;

  
	
   

  	
   

  	
   

  
	
  “Letter of Offer”

  	
   

  	
  means the letter of offer dated 3 December 2004
  relating to operating lease, hire purchase and guarantee facilities and made
  between the Owner (on behalf of itself and certain of its Subsidiaries) and
  the Hirer;

  
	
   

  	
   

  	
   

  
	
  “Loss”

  	
   

  	
  means any loss, demand, liability, obligation,
  claim, action, proceeding, penalty, fine, damage, adverse judgement, order or
  other sanction, reasonable fee and reasonable out-of-pocket cost and expense
  (including any reasonable fee and reasonable out-of-pocket cost and expense
  of any legal counsel);

  
	
   

  	
   

  	
   

  
	
  “Material Adverse Effect”

  	
   

  	
  means, in respect of determining the occurrence (or
  not) of any of the events or circumstances described in paragraphs (l) and
  (m) of clause 8.1, any effect which, in the reasonable opinion of the Owner
  is likely to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   adversely
  affect the ability of the Hirer, to comply with its obligations

  



 


5

















 


	
   

  	
   

  	
  under this Master Agreement
  or any Hire Contract; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   result
  in this Master Agreement, or any Hire Contract, not being legal, valid and
  binding on, and enforceable substantially in accordance with its terms
  against any party to that document;

  
	
   

  	
   

  	
   

  
	
  “MOLA”

  	
   

  	
  means the master operating lease agreement dated 14
  February 2002, numbered 0881050 and made between inter alios, the Owner and the Hirer (as amended and
  restated);

  
	
   

  	
   

  	
   

  
	
  “Net Proceeds of Sale”

  	
   

  	
  means the sale price, less any commission or other
  expenses reasonably paid or incurred by the Owner in respect of the sale of
  any Vehicle (and, if applicable, its repossession) and, less the cost (if
  any) of putting such Vehicle into good order and repair for the purposes of
  such sale;

  
	
   

  	
   

  	
   

  
	
  “Option Fee”

  	
   

  	
  means, in relation to any Vehicle, the amount so
  specified in the relevant Hire Contract;

  
	
   

  	
   

  	
   

  
	
  “Permitted Holder”

  	
   

  	
  means:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)   any
  Affiliate of Cerberus or Stephen A. Feinberg;

   

  (b)   any
  Fund managed by Cerberus or Stephen A. Feinberg;

  
	
   

  	
   

  	
   

  
	
  “Premises”

  	
   

  	
  means any location from which the Hirer carries on
  its normal business or where the Vehicles are used, kept or stored;

  
	
   

  	
   

  	
   

  
	
  “Rental”

  	
   

  	
  means, in relation to any Vehicle or any Hire
  Contract (as applicable), the sums payable by the Hirer to the Owner in
  respect of the hire of such Vehicle or the Vehicles the subject of such Hire
  Contract (as applicable) as specified in the applicable Hire Contract;

  
	
   

  	
   

  	
   

  
	
  “Security Interest”

  	
   

  	
  means any mortgage, charge, pledge, lien or other
  security interest securing any obligation of any person or any other
  agreement having similar effect, provided that such security interest is not
  a repairer’s or contractor’s lien arising by operation of law;

  



 


6

















 


	
  “Self Drive Hire Rental Master Agreement”

  	
   

  	
  means the self drive hire rental master agreement
  dated 27 March 1998 and made between, inter
  alios, the Owner and the Hirer
  (as amended on 4 September 1998 and as further amended and restated);

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  means, in respect of any company, person or entity,
  any company, person or entity directly or indirectly controlled by such
  company, person or entity (including any Subsidiary acquired after the date
  of this Letter of Offer) and “Subsidiaries”
  shall mean all or any of them, as appropriate;

  
	
   

  	
   

  	
   

  
	
  “Supplier”

  	
   

  	
  means, in relation to any Vehicle, the manufacturer
  and/or the supplier of or the dealer in such Vehicle;

  
	
   

  	
   

  	
   

  
	
  “Termination Fee”

  	
   

  	
  means the amount so specified in the relevant Hire
  Contract;

  
	
   

  	
   

  	
   

  
	
  “Termination Sum”

  	
   

  	
  means, in relation to any Vehicle the amount
  calculated in accordance with clause 8.4;

  
	
   

  	
   

  	
   

  
	
  “Total Loss”

  	
   

  	
  means, in relation to any Vehicle, the condition of
  such Vehicle where it is or has been irreparably damaged, destroyed or lost
  from whatever cause or if the cost of repairing such Vehicle would exceed the
  cost of replacing it or if the cost of recovery of such Vehicle is
  uneconomic;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means value added tax as provided for in the Value
  Added Tax Act 1994 and any other tax of a similar nature; and

  
	
   

  	
   

  	
   

  
	
  “Vehicles”

  	
   

  	
  means each vehicle listed in an applicable Hire
  Contract (and, where the context permits, the individual items or property
  referred to therein) and shall include any replacements renewals and
  component parts thereof and accessories and additions thereto.

  



 


1.2           Construction


 


In this Master
Agreement:


 


(a)           any
reference to:


 


(i)            “assets”
includes present and future properties, revenues and rights of every
description;


 


7

















 


(ii)           an
“Act” is a reference to an Act of Parliament of the United Kingdom of Great
Britain and Northern Ireland;


 


(iii)          “£”
and “Sterling” means the lawful currency of the United Kingdom of Great Britain
and Northern Ireland;


 


(iv)          this
Master Agreement, any Hire Contract or any other agreement or instrument is a
reference to this Master Agreement, that Hire Contract or that other agreement
or instrument as amended, varied, modified, supplemented, replaced or novated;


 


(v)           “indebtedness”
includes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or contingent;


 


(vi)          a
“person” Includes any person, firm, company,
corporation, government, state or agency of a state or any association, trust
or partnership (whether or not having separate legal personality) or two or
more of the foregoing;


 


(vii)         the
“Owner” or the “Hirer” shall, where the context permits, include such person’s
successors and permitted assigns and any persons deriving title under such
person;


 


(viii)        a
“regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;


 


(ix)           a
provision of law is a reference to that provision as amended or re-enacted;


 


(x)            a
time of day is a reference to London time;


 


(xi)           an
Event of Default which is “continuing” is a reference to an Event of Default
which has not been waived; and


 


(xii)          a
clause or Schedule is to a clause of or Schedule to this Master Agreement or
applicable Hire Contract (as the case may be);


 


(b)           words
importing the plural include the singular (and vice versa);


 


(c)           the
ejusdem generis rule shall not
apply and accordingly the interpretation of general words shall not be
restricted by being preceded by words including a particular class of acts,
matters or things or by being followed by particular examples; and


 


(d)           section,
clause and schedule headings are for ease of reference only.


 


8

















 


2.             PURCHASE AGENCY


 


2.1           Definitions


 


For the purposes
of this clause 2:


 


	
  “Hirer’s Bank Account”

  	
   

  	
  means the account in the name of the Hirer as may be
  notified by the Hirer to the Owner in writing and agreed by the Owner for
  this purpose;

  
	
   

  	
   

  	
   

  
	
  “Interest Rate”

  	
   

  	
  means, at any relevant time, the percentage rate per
  annum equal to the aggregate of 3% and the Bank of Scotland Base Rate at such
  time;

  
	
   

  	
   

  	
   

  
	
  “Limit”

  	
   

  	
  means the total aggregate cost of Vehicles which the
  Hirer may acquire as agent of the Owner as set out in the Letter of Offer or
  as may be otherwise agreed in writing;

  
	
   

  	
   

  	
   

  
	
  “Price”

  	
   

  	
  means, in relation to any Relevant Vehicle, the
  purchase price of such Relevant Vehicle paid or to be paid by the Hirer to
  the Supplier (inclusive of VAT if any);

  
	
   

  	
   

  	
   

  
	
  “Reimbursement Invoice”

  	
   

  	
  means, in relation to any Relevant Vehicle, an
  invoice from the Hirer addressed to the Owner in respect of such Relevant
  Vehicle; and

  
	
   

  	
   

  	
   

  
	
  “Relevant Vehicles”

  	
   

  	
  means each vehicle acquired or to be acquired by the
  Hirer as agent under the terms of this clause 2.

  



 


2.2           Authority of Agent


 


(a)           The
Owner hereby appoints the Hirer as its agent (and the Hirer accepts such
appointment) for the purposes of acquiring Relevant Vehicles on and subject to
the terms of this clause 2.


 


(b)           All
orders for Relevant Vehicles will be placed by the Hirer with the Supplier as
agent on behalf of the Owner. Any negotiations that shall take place between
the Hirer or any third party acting on the Hirer’s behalf and the Supplier in
relation to the supply of Relevant Vehicles shall be undertaken by the Hirer as
agent on behalf of the Owner for the express purpose of the Owner becoming the
owner of the Relevant Vehicles.


 


9

















 


(c)           The
Hirer shall not


 


(i)            enter
into any agreement with a Supplier for the acquisition of Relevant Vehicles as
agent for the Owner prior to the date of this Master Agreement;


 


(ii)           place
any firm order or purport to bind the Owner to any contract for the acquisition
of any Relevant Vehicle if, as a consequence thereof, on entering into a Hire
Contract in respect of any such Relevant Vehicle, the aggregate of the amount
then outstanding to the Owner under all Hire Contracts would exceed the Limit;


 


(iii)          exercise
its authority under this Master Agreement to purchase any Relevant Vehicle from
itself or from any Hirer Group Company;


 


(iv)          purchase
any Relevant Vehicle under this Master Agreement which has been used for the
purpose of a trade carried out by the Hirer or any Hirer Group Company; or


 


(v)           exercise
its authority under this Master Agreement to purchase any Relevant Vehicle for
so long as any Event of Default has occurred and is continuing.


 


(d)           The
Hirer shall ensure that all Relevant Vehicles shall be purchased under this
Master Agreement with clear title, free from any Security Interest and with the
benefit of all Supplier’s warranties and guarantees.


 


(e)           The
Hirer shall not claim or be entitled to any remuneration or reimbursement for
acting as agent under this Master Agreement except as expressly set out in this
clause 2.


 


2.3           Passing of Title and Risk


 


(a)           The
Hirer shall procure that good title to each Relevant Vehicle shall, on payment
of the Price (i), pass from the Supplier to the Owner free from any Security
Interest and (ii) at the request of the Owner, execute any and all
documentation and do and perform all further acts and things that may be
necessary or desirable to ensure title to each Relevant Vehicle is vested in
the Owner as principal.


 


(b)           Risk
of loss of or damage in each Relevant Vehicle (other than those Relevant
Vehicles in the possession of the Owner) shall at all times remain with the
Hirer following the passing of risk from the Supplier. As from the date of
delivery of any Relevant Vehicle to the Hirer such Relevant Vehicle shall be
regarded as having been on hire to the Hirer notwithstanding that a Hire
Contract may not have been signed by the Hirer in respect of that Relevant
Vehicle. All the provisions of the Hire Contract with regard to repair,
maintenance and insurance of the Relevant Vehicles and the rights and
obligations of the parties on the occurrence of loss or of damage occurring to
the Relevant Vehicles shall apply in respect of each such Relevant Vehicle with
effect from the date of delivery.


 


10

















 


2.4           Delivery


 


(a)           The
Hirer shall accept delivery from the Supplier of all Relevant Vehicles
purchased under this Master Agreement on behalf of the Owner. Such delivery
shall be deemed to constitute delivery of each such Relevant Vehicle by the
Owner to the Hirer for the purposes of the Hire Contract.


 


(b)           The
Hirer shall be deemed to have accepted the Relevant Vehicles as being in good
condition and satisfactory for all purposes unless it shall notify the Owner to
the contrary within seven days of delivery and in any event prior to signing
and dating a Hire Contract in respect of such Relevant Vehicle.


 


(c)           If
the Hirer does not accept delivery of a Relevant Vehicle or if such Relevant
Vehicle is not satisfactory for the Hirer’s purpose:


 


(i)            the
Hirer shall not be bound to enter into a Hire Contract in respect of such
Relevant Vehicle as required by paragraph (a) of clause 2.6;


 


(ii)           the
Hirer shall be deemed, as between the Hirer and the Owner, to have purchased
such Relevant Vehicle as principal;


 


(iii)          the
Owner shall be released from any obligation to reimburse to the Hirer the
Price, and if the Owner has already paid to a Supplier or to the Hirer the
Price the Hirer shall forthwith repay such amount to the Owner together with
interest at the Interest Rate from the date of payment of such amount by the
Owner to the date on which it is repaid to the Owner;


 


(iv)          the
Owner shall assign to the Hirer, at the Hirer’s cost, all the Owner’s rights
title and interest in and to such Relevant Vehicle (if any) and its rights
against the Supplier free from any Security Interest created by the Owner;


 


(v)           the
Hirer shall indemnify the Owner and keep the Owner indemnified against all and
any Loss suffered, incurred or paid by the Owner by reason of the Hirer having
acquired such Relevant Vehicle as agent of the Owner save to the extent that
such Loss (or part thereof) is caused or contributed to by the Owner’s own
negligence or without default; and


 


(vi)          the
Owner shall repay to the Hirer any Rental actually paid by the Hirer in respect
of any such Relevant Vehicle together with interest at the Interest Rate from
the date of receipt of such Rental by the Owner to the date on which it is
repaid to the Hirer.


 


(d)           The
Hirer shall, whether or not it accepts a Relevant Vehicle as satisfactory pay
all the costs of preparation, signage, livery and delivery of a Relevant
Vehicle and shall indemnify the Owner and keep the Owner indemnified against
all such costs.


 


11

















 


2.5           Payment of the Price and Reimbursement


 


(a)           In
relation to any Relevant Vehicle, the Hirer shall, or shall procure that a third
party acting as sub-agent for the Hirer shall, on behalf of the Owner, pay the
Price to the Supplier not later than the date on which such Price is due to the
Supplier in accordance with the Supplier’s terms of business.


 


(b)           Following
payment by or on behalf of the Hirer in accordance with paragraph (a) of this
clause 2.5, the Hirer shall at intervals to be agreed from time to time with
the Owner, but no later than the end of the Hirer’s VAT period, provide to the
Owner the Reimbursement Invoice in respect of all Relevant Vehicles acquired by
the Hirer as agent of the Owner since the date of the previous Reimbursement Invoice
or, in the case of the first Reimbursement Invoice, (and within 7 days of any
request by the Owner, a copy of any Supplier’s invoice addressed to the Hirer
in respect of a Relevant Vehicle the subject of such Reimbursement Invoice).
The Owner shall pay to the Hirer the amount shown in the Reimbursement Invoice
in cleared funds not later than the third Business Day following the date on
which such invoice is received. All payments under this Master Agreement shall be
made to the Hirer’s Bank Account.


 


(c)           The
Hirer may, with the prior written consent of the Owner, in lieu of submitting a
Reimbursement Invoice in accordance with paragraph (b) of this clause 2.5,
arrange for the Supplier to submit the Supplier’s invoice for Relevant Vehicles
direct to the Owner. The Owner is hereby authorised and directed by the Hirer
to pay the amount of such Supplier’s invoice direct to the Supplier in
accordance with the terms of payment agreed between the Hirer and the Supplier.


 


(d)           The
Hirer may, with the prior written consent of the Owner, arrange for a third
party to act as its sub-agent for the purposes of acquiring Relevant Vehicles
under the terms of this clause 2. In that event the Hirer may arrange for such
third party to submit the Reimbursement Invoice to the Owner and the terms of
paragraph (b) of this clause 2.5 shall apply to the payment of such
Reimbursement Invoice as if references in paragraph (b) of this clause 2.5 to “the
Hirer” were references to such third party. The Hirer shall indemnify the Owner
and keep the Owner indemnified against any Loss suffered, incurred or paid by
the Owner by reason of the acts or omission of such third party.


 


(e)           The
Owner shall be entitled to deduct from any payment to the Hirer under paragraph
(b) of this clause 2.5 or the third party under paragraph (d) of this clause
2.5 any sum then due from the
Hirer (or a third party if applicable) to the Owner under the Hire Contract or
any other Hire Contract between the Owner and the Hirer.


 


2.6           Entering into of Hire Contracts


 


(a)           The
Hirer shall, on or before the date of payment by the Owner of the Price in
accordance with paragraph(s) (b), (c) and (d) of clause 2.5


 


12

















 


enter into a Hire Contract with the Owner in respect
of the Relevant Vehicles.


 


(b)           If
for any reason (including failure to agree on any term of the Hire Contract or
the Rental) the Hirer does not enter into a Hire Contract in respect of any
Relevant Vehicle:


 


(i)            the
Hirer shall be deemed, as between
the Hirer and the Owner, to have purchased such Relevant Vehicles as principal;


 


(ii)           the
Owner shall be released from any obligation to reimburse the Price to the
Hirer, the Supplier or any third party and, if the Owner has already paid the
Price to any such person, the Hirer shall forthwith repay such amount to the
Owner together with interest at the Interest Rate from the date of payment of
such amount to the date on which it is repaid to the Owner;


 


(iii)          the
Owner shall assign to the Hirer, at the Hirer’s cost, all the Owner’s rights
title and interest in and to any such Relevant Vehicle (if any) and its rights
against the Supplier;


 


(iv)          the
Hirer shall indemnify the Owner and keep the Owner indemnified against any Loss
suffered, incurred or paid by the Owner by reason of the Hirer having acquired
such Relevant Vehicle as agent of the Owner, save to the extent that, in either
case, such Loss (or part thereof) is caused or contributed to by the Owner’s
own negligence or wilful default; and


 


(v)           the
Owner shall repay to the Hirer any Rental actually paid by the Hirer to the
Owner in respect of any such Relevant Vehicle together with interest at the
Interest Rate from the date of receipt of such Rental by the Owner to the date
on which it is repaid to the Hirer.


 


2.7           Warranties


 


The Hirer gives the following warranties to the Owner
at the time of each Reimbursement Invoice and in relation to the Relevant
Vehicle which are the subject of each Reimbursement Invoice:


 


(a)           that the
price at which the Hirer shall obtain each Relevant Vehicle and which shall be
shown on the Reimbursement Invoice shall be net of all Supplier discounts
reasonably obtainable; and


 


(b)           that
the information shown in the [Supplier’s invoice and the] Reimbursement Invoice
is in all material respects true and correct; and


 


(c)           that
on the payment by the Owner to the Hirer of each Reimbursement Invoice the
Owner shall obtain good title in respect of each Relevant Vehicle shown thereon
free from any Security Interest; and


 


(d)           that
the Hirer is registered for VAT in the United Kingdom.


 


13

















 


3.             AGREEMENT TO HIRE


 


3.1           Agreement to Hire


 


The Owner shall hire to the Hirer with the option to
purchase as provided in clause 10 the Vehicles upon the terms and conditions of
this Master Agreement and the applicable Hire Contract provided that in the
event of any conflict between this Master Agreement and any provision contained
in any Hire Contract, the latter shall prevail. Each Hire Contract shall come
into effect upon the execution and delivery of such Hire Contract by or on
behalf of each of the Owner and the Hirer.


 


3.2           Quiet Enjoyment


 


Subject to compliance by the Hirer with all of its
obligations under this Master Agreement and each Hire Contract, the Owner
warrants to the Hirer that the Hirer may peaceably hold and retain the Vehicles
throughout the Hire Period without interference from the Owner or any persons
claiming title through the Owner.


 


4.             HIRE PERIOD


 


The Owner shall hire and the Hirer shall take on hire
each Vehicle, subject to the terms of this Master Agreement, the relevant Hire
Contract and the Letter of Offer, commencing on the Commencement Date and,
subject to the provisions for earlier termination as provided In clause 8, for
the duration of the Hire Period.


 


5.             HIRER’S PAYMENTS


 


5.1           The Hirer
shall pay to the Owner in cleared funds to such account as the Owner may in
writing specify without prior demand and without any right of set-off or to
make any deductions or withholdings in respect of tax or in respect of any
period during which the Vehicles are unserviceable:


 


(a)           on
the Commencement Date, any initial Rental specified in the Hire Contract; and


 


(b)           on
the due dates for payment, the balance of Rentals specified under the Hire
Contract.


 


5.2           If any
deduction or withholding is required in respect of any Rental or other sum
payable by the Hirer to the Owner under this Master Agreement or any Hire
Contract, the Hirer shall increase such Rental or other sum so that the net
amount received by the Owner after the deduction or withholding shall be equal
to the amount which the Owner would have been entitled to receive In the
absence of any requirement to make such deduction or withholding. The Hirer
shall provide to the Owner such evidence as the Owner may reasonably require of
any such deduction or withholding and, if the Owner subsequently receives and
retains the benefit of any tax credit in respect thereof, the Owner will, as
soon as reasonably practical, pay to the Hirer the net after tax value thereof
In the hands of the Owner provided that nothing in this clause 5.2 shall
require the Owner to order its tax affairs in any particular manner or to require
the Owner to disclose to the Hirer any information regarding the Owner’s
liability to taxation (if any) or the calculation thereof. If the Owner is


 


14

















 


subsequently unable to retain the benefit of any such
tax credit, the Hirer shall repay any such amount to the Owner on demand.


 


5.3           Without
prejudice to the rights of the Owner and subject to the statutory rights (if
any) of the Hirer, the Hirer shall pay to the Owner on demand in accordance
with the current practice of the Owner from time to time:


 


(a)           any
Loss suffered, incurred or paid by the Owner (both before and after any
judgement) as a result of any breach of this Master Agreement or any Hire
Contract by the Hirer and/or in enforcing any of the terms of this Master
Agreement or any Hire Contract; and


 


(b)           all
reasonable out-of-pocket costs and expenses incurred by the Owner in agreeing
to vary any term of this Master Agreement or any Hire Contract at the request
of the Hirer and/or in producing at the request of the Hirer any information
whatsoever in connection with this Master Agreement or any Hire Contract.


 


5.4           Without
prejudice to the rights of the Owner, the Hirer shall pay to the Owner default
interest charges on any sum payable by the Hirer to the Owner under this Master
Agreement or any Hire Contract and not received in cleared funds by the Owner
on the due date for such payment at the annual rate of 3% per annum plus Bank
of Scotland Base Rate for the time being in force calculated on a dally basis
and compounded on a quarterly basis from the due date for payment until payment
is received by the Owner in cleared funds.


 


5.5           The Owner
may appropriate any sum received from the Hirer under the Hire Contract to any
part of the sums due by the Hirer under the Hire Contract for the time being,
notwithstanding any contrary appropriation by the Hirer. Payments sent to the
Owner by post shall be at the Hirer’s risk.


 


5.6           In
addition to any sum payable by the Hirer to the Owner under any Hire Contract,
the Hirer shall also pay to the Owner any VAT applicable thereto.


 


5.7           The
provisions of paragraphs 5.3, 5.4, 5.5 and 5.6 of this clause shall remain in
force notwithstanding any termination of the Hire Contract howsoever arising.


 


5.8           The Hirer
agrees that its right to receive 14 days’ prior notice from the Owner of any
amendment to be made to a variable direct debit mandate within the terms of
Chapter 8 of the Originators’ Guide and Rules to the Direct Debiting Scheme
(3rd Edition) dated July 1986 is waived and the Hirer agrees to accept three
Business Days’ notice from the Owner of any such variation within the terms of
the said Direct Debiting Scheme or any amendment thereto.


 


6.             THE VEHICLES


 


6.1           Unless and
until the Hirer exercises the option to purchase the Vehicles as provided in
clause 10, the Vehicles shall remain the property of the Owner and the Hirer
shall not represent or hold itself out as, or do or suffer anything whereby it
may be reputed to be, the owner of the Vehicles.


 


6.2           No
material alteration or material addition to the Vehicles shall be made by the
Hirer without its having obtained the prior written consent of the Owner.


 


15

















 


Title to any replacements of and accessories and
additions made to the Vehicles shall immediately vest in the Owner on the
occurrence of an Event of Default.


 


6.3           The Hirer
shall keep the Vehicles or shall procure that the Vehicles are kept, properly
protected, in good order, repair and working condition and shall ensure that
they are used only by suitably trained and/or licensed persons and in accordance
with the general practice in the vehicle rental market. The Hirer shall not use
or allow the Vehicles to be used for racing or any other form of competition.
At the written request of the Owner, the Hirer shall at all reasonable times
during normal business hours allow the Owner, its servants or agents to inspect
the Vehicles.


 


6.4           The Hirer
shall throughout the Hire Period promptly pay or cause to be so paid all
licence fees, duties and registration fees whatsoever from time to time payable
in respect of the use and/or operation of the Vehicles.


 


6.5           The Hirer
shall not knowingly remove or permit the removal of the Vehicles out of the
United Kingdom for a period in excess of 28 consecutive days without the Owner’s
prior written consent and then only in accordance with the conditions of such
consent and shall ensure that any Vehicle whilst it is outside the United
Kingdom, whether pursuant to this clause 6.5 or otherwise, shall have the
benefit of comprehensive vehicle recovery insurance.


 


6.6           Subject to
clause 7.7, the Hirer shall not and shall not attempt to sell, or otherwise
dispose of the Vehicles nor allow any repairer of the Vehicles to obtain a lien
on the Vehicles other than a lien arising by operation of law which the Hirer
shall ensure is promptly discharged.


 


6.7           The Hirer
shall not sub-hire the Vehicles except in the normal course of business where its
principal business is the hiring of Vehicles.


 


6.8           The Hirer
shall not knowingly remove or alter any name, identification mark, vehicle
identification, chassis or engine number, registration number or any other mark
on the Vehicles.


 


6.9           As far as
it is reasonably practicable, the Hirer shall take all steps to ensure that the
provisions of all legislation relating to health and safety at work are observed
in relation to the Vehicles.


 


6.10         If any
maintenance arrangements are entered into between the Hirer and any maintenance
contractor, whether expressly at the request of the Owner or otherwise, the
Hirer shall pay to such maintenance contractor any and every sum payable by the
Hirer thereunder and shall observe and perform all the conditions and
stipulations therein contained, but nothing in this paragraph shall absolve the
Hirer from any of its obligations under the Hire Contract in relation to the
Vehicles. No failure on the part of any maintenance contractor to perform any
of its responsibilities under a maintenance agreement shall be a defence to a
claim by the Owner for Rentals or any other monies payable by the Hirer or for
the performance by the Hirer of any of its other obligations under this Master
Agreement or give the Hirer any claim whatsoever against the Owner.


 


6.11         The Hirer
shall, throughout the Hire Period, maintain and retain for each Vehicle a full
service and maintenance history.


 


16

















 


6.12         The Hirer
shall keep the Vehicles free from any legal process or Security Interest
whatsoever and shall not allow the Vehicles to be seized in any distress or
sequestration for rent or otherwise or any execution or diligence or by a
receiver appointed in connection with any Security Interest relating to the Premises.


 


6.13         The Hirer
shall indemnify the Owner for all loss of or damage to the Vehicles and against
all and any liability for personal injury or damage arising in connection with
the Vehicles (including economic loss) other than damages for death or personal
injury arising out of the negligence or wilful default of the Owner or its
servants or agents.


 


6.14         The Hirer
shall pay all and any costs in connection with the preparation, transportation
and delivery of the Vehicles to the Premises.


 


6.15         The Hirer’s
acceptance of delivery of the Vehicles shall be conclusive that the Hirer has
inspected and approved the Vehicles and found them to be complete and in good
order and condition and in every way satisfactory to the Hirer and the Hirer
acknowledges that the Owner shall purchase the Vehicles and enter into this
Master Agreement and each Hire Contract in reliance upon the Hirer’s inspection
and approval. The Owner does not make, give or enter into this Master Agreement
or any Hire Contract subject to any express representation, warranty or
condition in respect of the Vehicles and any warranty or condition which may be
implied by law is hereby expressly excluded to the extent permitted by law.


 


6.16         Provided
that the Hirer is not in breach of the Hirer’s obligations under this Master
Agreement or any Hire Contract and so far as it is reasonably practical, the
Owner shall, upon request by the Hirer, assign or otherwise transfer to the
Hirer the benefit of any warranty or condition given by the Supplier of the
Vehicles to the Owner which is capable of assignment or transfer. Nothing in
this paragraph 6.16 shall affect the statutory rights, if any, of the Hirer.


 


6.17         The Hirer
shall be entitled to permit the use of the Vehicles by a Hirer Group Company
incorporated in the United Kingdom. No such use shall be construed as a
sub-hire of the Vehicles to the Hirer Group Company and the Hirer shall remain
fully responsible to the Owner for the performance of all the covenants and
obligations on the part of the Hirer to be performed under this Agreement and
all Hire Contracts.


 


6.18         The Owner
may register the Vehicles with a hire purchase or credit sale register. The
Hirer may request the Owner to release such registration to enable sale of the
Vehicles and if so requested, the Owner undertakes to release such registration
subject to no Event of Default having occurred and being continuing.


 


7.             INSURANCE


 


7.1           As between
the Owner and the Hirer, risk in relation to the Vehicles shall at all times
remain with the Hirer.


 


7.2           The Hirer
shall (other than in respect of the owner’s own negligence or wilful default)
indemnify and hold the Owner, its servants and agents harmless from and against
any Loss suffered, paid or incurred by the Owner in connection


 


17

















 


with the Vehicles or in connection with the ownership,
possession, use or transportation of the Vehicles (including any health and
safety law or regulation relating to the foregoing).


 


7.3           The Hirer
shall:


 


(a)           fully
and effectively indemnify the Owner or procure that the Owner is fully and effectively
indemnified from and against any loss or damage occurring to the Vehicle
howsoever caused and against all liability to third parties arising out of the
use or operation of the Vehicle other than damages for death or personal injury
caused, in each case, by the negligence or wilful default of the Owner;


 


(b)           unless
the Relevant Vehicles are in the Owner’s possession, effect or procure the
effect of such insurance as may from time to time be required by law to cover
liability in respect of the death of or bodily injury to persons arising out of
the use of the Vehicle and shall also effect or procure the effect of insurance
to cover liability in respect of damage to property arising out of such use;


 


(c)           not
to knowingly do or permit anything to be done which may make such insurance as
required under paragraph (b) of this clause 7.3 void or unenforceable, nor
knowingly use or permit the use of the Vehicle for any purpose not permitted by
such insurance;


 


(d)           promptly
upon the reasonable written request of the Owner, produce any insurance policy
and or evidence that such insurance as required under paragraph (b) of this
clause 7.3 is currently in force; and


 


(e)           not
use or permit the use of any Vehicle whilst uninsured as required by law.


 


7.4           The Hirer
will notify the Owner on not less than a monthly basis with respect to any
Vehicle being lost or sustaining serious damage and if for any reason whatsoever
any such Vehicle shall not be fully covered by insurance or such insurance is
for any reason inoperative the Hirer shall indemnify the Owner for all loss of
or damage to such Vehicle and against all liability for personal injury or
damage arising in connection with such Vehicle except for personal injury or
death caused by the negligence or wilful default of the Owner.


 


7.5           In the
event of a Total Loss of any Vehicle, the hiring of that Vehicle shall terminate
without prior notice to the Hirer and the Hirer shall pay to the Owner, on the
next Rental due date following notification of such Total Loss, a Termination
Sum in respect of that Vehicle calculation of which shall reflect any proceeds
of insurance already received thereon by the Owner. Any such Termination Sum
not received on its due date shall attract interest at the rate specified in
clause 5.4 from the due date until the date of receipt by the Owner. Following
receipt of all sums due from the Hirer under this clause 7.5 in respect of each
Vehicle which becomes a Total Loss, the Owner shall adjust any remaining
Rentals under the relevant Hire Contract to reflect the receipt of such
Termination Sum.


 


7.6           Notwithstanding
the provisions of clause 7.5 the Hirer shall continue to pay the Rentals in
respect of any Vehicle which is a Total Loss until the Owner


 


18

















 


has received all monies payable by way of the
Termination Sum as referred to in clause 7.5.


 


7.7           The Owner
hereby appoints the Hirer as its agent to negotiate claims with insurers and to
receive and give receipts for any insurance monies paid by an insurer in
respect of a Vehicle which is a Total Loss.


 


8.             TERMINATION


 


8.1           Each of
the following events or circumstances set out in the following paragraph (a) to
(n) inclusive is an Event of Default:


 


(a)           any
sum due under this Master Agreement, any Hire Contract or the Letter of Offer
shall not have been paid to the applicable Owner on its due date, other than as
a result of the failure of the appropriate payment transmission system;
provided that such payment is made to the Owner within 2 Business Days of the
due date therefor;


 


(b)           any
material written information given (and upon which the Owner has relied) or any
representation or warranty made or repeated by or on behalf of the Hirer under
this Master Agreement, any Hire Contract or the Letter of Offer (whether before
or after the date of this Master Agreement or the applicable Hire Contract) is
incorrect, inaccurate, incomplete or misleading in any material respect and, if
the relevant circumstances are capable of remedy, those circumstances are not remedied
within 10 Business Days after written notice thereof has been given by the
Owner to the Hirer calling for its remedy;


 


(c)           the
Hirer fails to comply with any covenant, undertaking or obligation given or
owed by it under this Master Agreement, any Hire Contract or the Letter of
Offer and such failure to comply is not remedied to the reasonable satisfaction
of the Owner within 14 days after the first to occur of (1) the Hirer being
aware of the failure or (2) written notice by the Owner calling for its remedy
(if it is capable of being remedied);


 


(d)           the
Hirer or the Guarantor ceases or threatens to cease to carry on its business or
a significant part of it (except as part of a solvent reconstruction approved
by the Owner) or suspends or threatens to suspend payment of its debts or is
unable or is deemed to be unable to pay its debts within the meaning of Section
123 (1) of the Insolvency Act 1986;


 


(e)           a
proposal is made or a nominee or supervisor is appointed for the Hirer or the
Guarantor for a composition in satisfaction of its debt or for a scheme of
arrangement of its affairs or other arrangement or any proceedings for the
benefit of its creditors are commenced under any law, regulation or procedure relating
to the reconstruction or readjustment of debt;


 


(f)            any
step is taken (including, without limitation, the making of an application or
the giving of any notice) by the Hirer, the Guarantor or by any other person to
appoint an administrator in respect of the Hirer or the Guarantor, other than
any petition for an administration order which is presented by an unsecured
creditor of the Hirer or the Guarantor and which is frivolous or vexatious
where the petition is being contested in


 


19

















 


good faith and is dismissed, discharged or stayed
within 10 days of commencement or (if earlier) the date on which it is
advertised;


 


(g)           any
steps are taken (including, without limitation, the making of an application or
the giving of any notice) by the Hirer or the Guarantor (without the prior
written consent of the Owner) or any other person to wind up or dissolve the
Hirer or the Guarantor or to appoint a liquidator, trustee, receiver,
administrative receiver or similar officer to the Hirer or the Guarantor or any
part of its undertaking or assets, other than any winding-up petition which is
frivolous or vexatious where the petition is being contested in good faith and
is dismissed, discharged or stayed within 10 days of commencement or (if
earlier) the date on which it is advertised;


 


(h)           any
attachment, distress, diligence, arrestment, execution or other legal process
(not being reasonably considered in good faith by the Owner to be defensible or
vexatious) is levied, enforced or sued against the Hirer or the Guarantor or
its assets or any person validly takes possession of the property or assets of
the Hirer or the Guarantor;


 


(i)            any
event occurs or proceedings are taken in respect of the Hirer or the Guarantor
in any jurisdiction to which it is subject which has an effect equivalent or
similar to any of the events mentioned in paragraphs (d) to (h) (inclusive)
above;


 


(j)            this
Master Agreement or any Hire Contract ceases to be legal or effective (or the
Hirer so alleges) or any consent required to enable the Hirer to perform its
obligations under this Master Agreement or any Hire Contract ceases to have
effect;


 


(k)           a
Change of Control occurs without the prior written consent of the Owner;


 


(l)            any
licence, authority, permit, consent, agreement or contract which is material to
the business from time to time of the Hirer is terminated, withheld or modified
which could reasonably be expected to have a Material Adverse Effect in respect
of the terms of this Master Agreement or any Hire Contract;


 


(m)          any
other circumstance or event occurs or arises in respect of the Hirer which has
or which would reasonably be expected to have a Material Adverse Effect in
respect of the terms of this Master Agreement or any Hire Contract; or


 


(n)           the
occurrence of an “Event of Default” as that term is defined in each of (i) the
MOLA; and (ii) the Self Drive Hire Rental Master Agreement.


 


8.2           At any
time following the occurrence of an Event of Default, the Owner shall be
entitled to terminate this Master Agreement and/or any Hire Contract by service
upon the Hirer of a written notice to that effect.


 


8.3           Upon the
termination of any Hire Contract the Hirer shall no longer be in possession of
the Vehicles with the consent of the Owner, the Hirer’s right to retain the
Vehicles shall cease immediately and the Owner shall be entitled (but not
obliged) to repossess the Vehicles and the Hirer hereby irrevocably


 


20

















 


authorises the Owner’s servants or agents to, and
shall procure that such persons may, without previous notice, remove the
Vehicles from the Premises where the Vehicles are situate without the Owner
becoming liable in any way for or in respect of any damage or loss thereby
caused to such Premises or otherwise, and the Hirer shall (other than in
respect of the Owner’s own negligence or wilful default) indemnify the Owner in
respect of any claim whatsoever which may be made against the Owner by any
landlord or other third party in respect of such damage or loss, including
economic loss.


 


8.4           Upon the
termination of any Hire Contract the Hirer shall forthwith pay to the Owner by
way of agreed and liquidated damages a Termination Sum equal to the aggregate
of:


 


(a)           any
Rentals actually in arrear and any other sum due by the Hirer to the Owner
under this Master Agreement and/or any Hire Contract as at the date of
termination which are due but which remain unpaid; and


 


(b)           if
termination of the Hire Contract takes place prior to the expiration of the
Hire Period:


 


(i)            the
balance of the Rentals that would, but for such termination, be payable during
the remainder of the Hire Period less a rebate, in respect of early payment, of
such amount as is required to ensure that the net amount received by the Owner
maintains the Owner’s rate of return on its investment in the Vehicles;


 


(ii)           save
in respect of a termination occurring pursuant to the occurrence of an Event of
Default, in respect of each Vehicle, the Termination Fee; and


 


(iii)          Break
Costs (if any).


 


8.5           If, on
termination of any Hire Contract the Hirer does not exercise its option to purchase
the Vehicles pursuant to clause 10, then the Owner shall, as soon as
practicable following termination of the Hire Period, and subject to having recovered
possession of the Vehicles from the Hirer, sell the Vehicles for the best price
reasonably obtainable and shall pay to the Hirer by way of rebate of Rental the
Net Proceeds of Sale or, in the case of Total Loss, the actual proceeds of
insurance received and retained by the Owner, after deduction in either case of
any sums that may be due from the Hirer to the Owner under all Hire Contracts
entered into between the Owner and the Hirer.


 


8.6           Any rights
of the Owner arising prior to the termination of the Hire Contract howsoever
arising shall remain in force notwithstanding such termination.


 


8.7           Without
prejudice to the ability of the Owner to treat the occurrence of any event or
circumstance as an Event of Default, the Owner or its agent may (but shall not
be obliged to) effect compliance on behalf of the Hirer following any failure
by the Hirer to comply with any provision of this Master Agreement, any Hire
Contract or the Letter of Offer. The Hirer shall (other than in respect of the
Owner’s own negligence or wilful default) indemnify and hold harmless the Owner
and its agents from and against any Loss suffered, incurred or paid by the
Owner or such agent in connection with any compliance effected or attempted by
the Owner or any agent of the Owner under this clause 8.7.


 


21

















 


8.8           the Hirer
fails to comply with any provision of this Master Agreement or the Hire
Contract, the Owner may, without being in any way obliged to do so or
responsible for so doing, and without prejudice to the ability of the Owner to
treat that non-compliance as an Event of Default, having first given written
notice to the Hirer of its intention to do so, effect compliance on behalf of
the Hirer, whereupon the Hirer shall become liable to pay to the Owner
immediately any such sums properly expended by the Owner together with all
reasonable costs and expenses (including legal costs) incurred in connection
therewith.


 


9.             DELIVERY UP OF THE VEHICLES


 


Unless the Hirer shall exercise the option to purchase
the Vehicles as provided in clause 10, or upon the termination of the Hire
Contract (howsoever arising) the Hirer shall cease to be in possession of the
Vehicles with the Owner’s consent and shall return the Vehicles (with the
exception of any items which are a Total Loss) together with the Vehicle’s
service and maintenance records in good and substantial repair and condition
(with the exception of fair wear and tear), at the Hirer’s expense (the Hirer
being responsible for all or any charges incurred in connection with the
transportation including insurance in transit of the Vehicles) to any address
in the United Kingdom which the Owner may reasonably specify. If the Hirer
retains possession or use of the Vehicles (with or without the consent of the
Owner) after the termination of the Hire Contract, the obligations of the Hirer
under the Hire Contract shall continue as if the Hire Contract had not so
terminated and such use or possession of the Vehicles shall not be construed as
a renewal of the Hire Contract, the Hirer being obliged to deliver up the Vehicles
in accordance with this clause 9 following a request to do so by the Owner.


 


10.           OPTION TO PURCHASE THE VEHICLES


 


If and when the Hirer, having observed and performed
all the terms and conditions of the Hire Contract, shall have paid to the Owner
the initial Rental, balance of Rentals and other sums payable by the Hirer to
the Owner under the Hire Contract, the Hirer shall have the option to purchase
the Vehicles for the Option Fee.


 


11.           DISCLAIMER


 


It is expressly agreed that no condition, warranty or
representation of any kind has been, or is given or made by the Owner, its
servants or agents with respect to, or in respect of, the Vehicles other than a
warranty on the part of the Owner that to the best of its knowledge the
Vehicles are free from any Security Interest not disclosed or known to the
Hirer before the date of the relevant Hire Contract and all other conditions,
warranties or representations, express or implied, statutory or otherwise, as
to the state, quality, description or otherwise of the Vehicles or as to their
fitness for any purpose are expressly excluded (other than those which are
rendered incapable of exclusion by statute). The Hirer shall not be entitled to
any rebate of the Rental in respect of any period during which the Vehicles are
not in the possession of the Hirer, unserviceable, out of order, or unusable,
and the Owner shall not be liable to provide
the Hirer with any replacement goods or parts at all.


 


22

















 


12.           HIRER’S WARRANTIES


 


12.1         The Hirer
hereby represents and warrants to the Owner that:


 


(a)           the
Hirer is a company duly incorporated under the Laws of the jurisdiction in
which its registered office is located and is registered for VAT in the United
Kingdom;


 


(b)           the
Hirer has power to enter into, exercise its rights and perform and comply with
its obligations contained in this Master Agreement and each Hire Contract and
no limit on its powers will be exceeded by the performance of its obligations
under this Master Agreement or any Hire Contract;


 


(c)           the
execution and delivery of this Master Agreement and each Hire Contract and
performance by the Hirer of its obligations under this Master Agreement and
each Hire Contract and the transactions contemplated thereby will not:


 


(i)            contravene
any existing applicable law to which the Hirer is subject;


 


(ii)           conflict
with or result in a breach by the Hirer of any agreement to which the Hirer is
a party or which is binding on any of its assets;


 


(iii)          contravene
the terms of any of the Hirer’s constitutional documents or the terms of any
prior security over any of its assets given by the Hirer to any third party;
and


 


(d)           The
Hirer has obtained and will maintain in full force and effect throughout any
period in which this Master Agreement or any Hire Contract is in force all
necessary consents and licences necessary for the carrying on of its business
and the performance of its obligations thereunder.


 


(e)           This
Master Agreement and each Hire Contract is or will be entered into in the
normal course of business of the Hirer and the carrying out of the transactions
contemplated by this Master Agreement and each Hire Contract shall be construed
as part of the carrying on of the normal course of business of the Hirer.


 


12.2         Each of the
warranties and representations given in clause 12.1 shall be given or made as
at the date of this Master Agreement and shall be deemed to be repeated by the
Hirer on the date of each Hire Contract.


 


13.           NOTICES


 


13.1         Any
communication to be made under or in connection with this Master Agreement or
Hire Contract shall be made in writing and may be made by letter or fax.


 


13.2         The address
and fax number of each party for any communication or document to be made or
delivered under or in connection with this Master Agreement or any Hire
Contract is:


 


23

















 


in the case of the Owner:


 


CAPITAL BANK plc


CLG-41


Charterhall House


City Road


Chester


CH88 3AN


 


Fax:                         01244
693256


Attention:              Graham
Stanley


 


Copy to:


 


Fax:                         01244
692921


Attention:              Corporate
Secretariat


 


and, in the case of the Hirer:


 


Vanguard Rental (UK) Limited


James House


55 Welford Road


Leicester


LE2 7AR


 


Fax:                         00
44 (0) 116 256 5643


Attention:              Ian
Wardle


 


Or any substitute address or fax number as one party
may notify to the other by not less than 5 Business Days’ notice.


 


13.3         Any
communication or document made or delivered by one person to another under or
in connection with this Master Agreement or any Hire Contract will only be
effective:


 


(a)           if
by way of fax, when received in legible form; or


 


(b)           if
by way of letter, when it has been left at the relevant address or 2 Business
Days after being deposited in the post postage prepaid in an envelope addressed
to it at that address.


 


14.           MISCELLANEOUS


 


14.1         Entire Agreement


 


This Master Agreement, the schedules and appendices
hereto and the applicable Hire Contracts constitute the entire agreement and
understanding between the parties in connection with the matters set out in
this Master Agreement and supersede and replace all prior communications,
representations, warranties, stipulations, undertakings and agreements of
whatsoever nature, whether written or oral, between the parties in connection
with such matters.


 


24

















 


14.2         Waivers


 


No failure or delay on the part of the Owner to
exercise any power, right or remedy under this Master Agreement or any Hire
Contract shall operate as a waiver thereof, nor shall any single or partial
exercise by the Owner of any power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.


 


14.3         Remedies


 


The remedies provided in this Master Agreement and
each Hire Contract are cumulative and are not exclusive of any remedies provided
by law.


 


14.4         Amendment


 


Any amendment or waiver of any provision of this
Master Agreement or any Hire Contract and any waiver of any default under this
Master Agreement or any Hire Contract shall only be effective if made in
writing and signed by the Owner.


 


14.5         Statement of Account


 


Any statement of account signed as correct by the
Owner showing any amount due under this Master Agreement or any Hire Contract
shall, in the absence of manifest error, be conclusive evidence of the amount
so due.


 


14.6         Severability


 


If any provision of this Master Agreement or any Hire
Contract is prohibited or unenforceable in any jurisdiction such prohibition or
unenforceability shall not invalidate the remaining provisions hereof or
thereof or affect the validity or enforceability of such provision in any other
jurisdiction.


 


14.7         Assignment


 


Subject to the Hirer’s prior written consent, (which
shall not be unreasonably withheld or delayed) the Owner may assign and/or
transfer any or all of its respective rights and obligations under this Master
Agreement and any Hire Contract. The Hirer shall not assign or transfer any of
its rights or obligations under this Master Agreement or any Hire Contract.


 


14.8         Successors and Assigns


 


This Master Agreement and each Hire Contract shall
bind and shall inure for the benefit of each of the parties hereto and thereto
and each of their respective successors and permitted assigns.


 


14.9         Third Party Rights


 


A person who is not a party to this Master Agreement
has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or to enjoy the benefit of any term of this Master Agreement. The same
provision shall apply to each Hire Contract mutatis
mutandis.


 


25

















 


14.10       Counterparts


 


This Master Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Master Agreement by signing
any such counterpart. The same provision shall apply to each Hire Contract mutatis mutandis.


 


14.11       Costs


 


The Hirer shall be liable to pay all reasonable
out-of-pocket costs, expenses (including storage and legal costs) and taxes (including
VAT) incurred by the Owner in connection with this Master Agreement and each
Hire Contract or otherwise in connection with the giving of any consent or
approval which may be required under this Master Agreement, and in enforcing or
endeavouring to enforce the provisions of this Master Agreement or any Hire
Contract, or in ascertaining the whereabouts of the Hirer, or in recovering or
endeavouring to recover possession of the Vehicles from the Hirer or any other
person, firm or company.


 


14.12       Survival


 


The expiry or termination of this Master Agreement or
any Hire Contract shall be without prejudice to any claim, right or cause of
action which either party have or acquire against the other and which accrues
or arises at any time during the currency of this Master Agreement or that Hire
Contract.


 


15.           DATA PROTECTION


 


Any data concerning this Master Agreement and any Hire
Contract and the Hirer’s performance of any of its obligations under a Hire
Contract may be shared with the ultimate Holding Company of the Owner and any
company which is from time to time a Subsidiary of that Holding Company and
with credit reference agencies and may be used by others for credit assessment
purposes.


 


16.           GOVERNING LAW AND JURISDICTION


 


16.1         This Master
Agreement is and each Hire Contract shall be governed by English law.


 


16.2         The courts
of England have non-exclusive jurisdiction to settle any dispute arising out of
or in connection with this Master Agreement and each Hire Contract (including a
dispute regarding the existence, validity or termination of this Master
Agreement or any Hire Contract).


 


This
Master Agreement has been entered into on the date stated at the beginning of
this Master Agreement.


 


26

















 


SCHEDULE


 


Form of
Hire Contract


 


Hire Contract dated [•]
(VAT Tax Point) and made between (1) CAPITAL BANK PLC of Capital House, Queens
Park, Handbridge, Chester CH88 3AN VAT Registration No. 270 1467 76 (“the Owner”)
and (2) Vanguard Rental (UK) Limited of James House, 55 Welford Road,
Leicester, LE2 7AR (“the Hirer”).


 


It is hereby agreed that
the terms and conditions of the Master Hire Purchase Agreement between the
parties dated 14 February 2002 and numbered 0881051 (as amended) are expressly
incorporated into each Hire Contract in respect of each of the Vehicles listed
below in addition to the terms listed below and all words and expressions
defined in the Master Hire Purchase Agreement shall bear the same meaning where
used in this Hire Contract.


 


Commencement Date means [•].


 


Hire Period means [•].


 


Option Fee in relation to
each Vehicle (see clause 10 of Master Hire Purchase Agreement): £1.00


 


Termination Fee (see
clause 8.4(ii) of Master Hire Purchase Agreement): £ 25.00 per Vehicle plus
VAT.


 


	
  Agreement

  Number

  	
   

  	
  Description

  Of Vehicles

  	
   

  	
  Vehicle Cost

  	
   

  	
  VAT on Cost

  	
   

  	
  Total Vehicle

  Price

  	
   

  	
  Charges

  	
   

  	
  Total

  Amount

  Payable

  	
   

  	
  Initial Rental

  	
   

  	
  Monthly Rentals

  Commencing

  	
   

  	
  Final Rental

  Due

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  £

  	
   

  	
  £

  	
   

  	
   

  	
   

  	
  £

  	
   

  	
   

  	
   

  	
  £

  	
   

  	
  £

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Signature

  	
   

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  	
   

  	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For and on behalf of
  the Owner

  	
   

  	
  For and on behalf of
  the Hirer

  
											



 

















 


SIGNATURE
PAGE


 


	
  SIGNED

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CAPITAL BANK PLC

  	
  )

  	
  /s/ G K STANLEY

  	
   

  
	
  by G K Stanley

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  VANGUARD RENTAL (UK)

  	
  )

  	
  /s/ I WARDLE

  	
   

  
	
  LIMITED

  	
  )

  	
   

  
	
  by Ian Wardle

  	
  )