Exhibit 4.18


 


CONSENT AGREEMENT


 


CONSENT
AGREEMENT, dated as of March 4, 2005 (this “Consent Agreement”), made by
GENRAL MOTORS ACCEPTANCE CORPORATION (“GMAC” or the “Consenting Party”)
for the benefit of VANGUARD SPE I INC., a Delaware corporation, ALAMO FINANCING
L.P., a Delaware limited partnership, NATIONAL CAR RENTAL FINANCING LIMITED
PARTNERSHIP, a Delaware limited partnership, VANGUARD CAR RENTAL USA INC., a
Delaware corporation and VANGUARD CAR RENTAL USA HOLDINGS INC., a Delaware
corporation (collectively, the “Vanguard Entities”), and acknowledged by
Citibank, N.A., in its capacity as master collateral agent under the Master
Collateral Agency Agreement (as defined below) and by The Bank of New York, in
its capacity as Trustee (as defined in the Vanguard SPE I Program Documents (as
defined below)) under the Vanguard SPE I Program Documents.


 


R E C I T A L S


 


WHEREAS, Vanguard SPE I Inc. (“Vanguard SPE I”) and The Bank of
New York (“BONY”), as trustee, have entered into that certain Base
Indenture, dated as of October 14, 2003 (as amended, modified, restated or
supplemented from time to time, the “Vanguard SPE I Base Indenture”);


 


WHEREAS, Vanguard SPE I and BONY, as trustee, have entered into the
Series 2003-2 Supplement to the Vanguard SPE I Base Indenture (as amended,
modified, restated or supplemented from time to time, the “Vanguard SPE I
Group VI Supplement”);


 


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


 


WHEREAS, Alamo LP and BONY, as trustee, have entered into the Series
2003-2 Supplement to the Alamo Base Indenture (as amended, modified, restated
or supplemented from time to time, the “Alamo Group VI Supplement”);


 


WHEREAS, Alamo LP, as lessor, and Vanguard Car Rental USA Inc. (“Vanguard”),
as lessee have entered into that certain Master Motor Vehicle Lease and
Servicing Agreement, dated as of October 14, 2003 (as amended, restated,
modified or supplemented from time to time, the “Group VI Alamo Lease”);


 

















 


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


 


WHEREAS, NFLP and BONY, as trustee, have entered into the Series 2003-2
Supplement to the NFLP Base Indenture (as amended, modified, restated or
supplemented from time to time, the “NFLP Group VI Supplement”);


 


WHEREAS, NFLP, as lessor, and Vanguard, as lessee, have entered into
that certain Master Motor Vehicle Lease and Servicing Agreement, dated as of
October 14, 2003 (as amended, restated, modified or supplemented from time to
time, the “Group VI NFLP Lease”);


 


WHEREAS, NFLP and Alamo LP, as
grantors, Vanguard, as grantor and as master servicer, the various Financing
Sources from time to time parties thereto, the various Beneficiaries from time
to time parties thereto, and Citibank, N.A., as master collateral agent have
entered into that certain Sixth Amended and Restated Master Collateral Agency
Agreement, dated as of October 14, 2003 (as amended, restated, modified or
supplemented from time to time, the “Master Collateral Agency Agreement”,
and together with the Vanguard SPE I Base Indenture, the Vanguard SPE I Group
VI Supplement, the Alamo Base Indenture, the Alamo Group VI Supplement, the Group
VI Alamo Lease, the NFLP Base Indenture, the NFLP Group VI Supplement, the
Group VI NFLP Lease and the Related Documents (as defined in each of the above
referenced agreements), the “Vanguard SPE I Program Documents”);


 


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


 


WHEREAS, in connection with implementing the LKE Program, the Vanguard
SPE I Program Documents will be amended;


 


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


 


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


 


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


 


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


 


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


 


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


 


WHEREAS, the Consenting Party has agreed to acknowledge and consent,
and confirm its consent to the above; and


 


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


 


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.


 


3

















 


SECTION 2.                                Agreement.


 


(I)                                    The
Consenting Party acknowledges and hereby expressly consents, and confirms its
consent:


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


calculations, in each case under the Related Documents
solely due to the implementation of the LKE Program and the interposition of
the Intermediary;


 


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


 


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


 


(II)                                The
Consenting Party hereby agrees to be bound by this Consent Agreement for all
purposes.


 


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


 


SECTION 4.                                Direction
To Trustee and Master Collateral Agent. The Consenting Party hereby
consents to the Trustee and the Master Collateral Agent entering into the
amendments to the Vanguard SPE I Program Documents contemplated hereby.


 


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


 


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


 


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


 


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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.


 


 


	
   

  	
  GENERAL MOTORS ACCEPTANCE 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas A. Cover

  	
   

  
	
   

  	
  Name:

  	
  Thomas A. Cover

  
	
   

  	
  Title:

  	
  Asst. Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Acknowledged by:

  
	
   

  	
   

  
	
   

  	
  VANGUARD SPE I INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary L. Brady

  	
   

  
	
   

  	
  Name:

  	
  Mary L. Brady

  
	
   

  	
  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

  
					



 


[LKE
Consent Agreement]


 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  not in its individual capacity but

  
	
   

  	
  solely as Master Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jenny Cheng

  	
   

  
	
   

  	
  Name:

  	
  Jenny Cheng

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, in its 

  
	
   

  	
  capacity as Trustee under the Vanguard SPE 

  
	
   

  	
  I Program Documents

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
  Name:

  	
  John Bobko

  
	
   

  	
  Title:

  	
  Assistant Vice President