Exhibit 10.25


Execution Copy


 


Lombard Override Agreement


 


Dated 3 December    2004


 


Vanguard Rental (Holdings) Limited


Vanguard Rental (UK) Limited


Vanguard Autovermietung GmbH & Co KG


Vanguard Rental (Switzerland) AG


 


Lombard North Central Plc


 




	
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  Contents

  	
   

  
	
  1

  	
  Definitions
  and Interpretation

  	
  1

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Interpretation

  	
  7

  
	
  1.3

  	
  Agreements and Statutes

  	
  9

  
	
  1.4

  	
  Headings

  	
  9

  
	
  1.5

  	
  Time

  	
  9

  
	
  1.6

  	
  Third Party Rights

  	
  9

  
	
   

  	
   

  	
   

  
	
  2

  	
  Effective
  Date

  	
  9

  
	
  2.1

  	
  Conditions Precedent

  	
  9

  
	
  2.2

  	
  Conditions Subsequent

  	
  9

  
	
   

  	
   

  	
   

  
	
  3

  	
  Lombard UK
  Agreements

  	
  9

  
	
  3.1

  	
  Relationship to Lombard UK Agreements

  	
  9

  
	
   

  	
   

  	
   

  
	
  4

  	
  Availability
  of the Lombard UK Facility

  	
  10

  
	
  4.1

  	
  Commitment Period

  	
  10

  
	
  4.2

  	
  Facility amount

  	
  10

  
	
  4.3

  	
  LCV sub-limit

  	
  10

  
	
  4.4

  	
  Potential Events of Default

  	
  10

  
	
   

  	
   

  	
   

  
	
  5

  	
  Changes in
  Circumstances

  	
  10

  
	
  5.1

  	
  Application of Clause

  	
  10

  
	
  5.2

  	
  Substitute facility

  	
  10

  
	
   

  	
   

  	
   

  
	
  6

  	
  Representations
  and Warranties

  	
  11

  
	
   

  	
   

  	
   

  
	
  7

  	
  Information
  Undertakings

  	
  12

  
	
  7.1

  	
  Annual Statements

  	
  12

  
	
  7.2

  	
  Monthly Management Statements

  	
  12

  
	
  7.3

  	
  Compliance Certificates

  	
  12

  
	
  7.4

  	
  Annual Operating Plan

  	
  13

  
	
  7.5

  	
  Intra-group trading terms

  	
  13

  
	
  7.6

  	
  Information on request

  	
  13

  
	
   

  	
   

  	
   

  
	
  8

  	
  General
  Undertakings

  	
  13

  
	
  8.1

  	
  Negative Pledge

  	
  13

  
	
  8.2

  	
  Payment Terms

  	
  14

  
	
  8.3

  	
  Licensing

  	
  14

  
	
  8.4

  	
  Software system

  	
  14

  
	
   

  	
   

  	
   

  
	
  9

  	
  Financial Covenants

  	
  14

  
	
  9.1

  	
  Covenants

  	
  14

  
	
  9.2

  	
  Change in accounting reference date, policies, etc.

  	
  15

  
	
   

  	
   

  	
   

  
	
  10

  	
  Default

  	
  15

  
	
  10.1

  	
  Events of Default

  	
  15

  
	
  10.2

  	
  Separate nature

  	
  18

  
	
  10.3

  	
  Cancellation, etc.

  	
  19

  



 

















 


	
  11

  	
  Additional
  Companies

  	
  19

  
	
   

  	
   

  	
   

  
	
  12

  	
  Security

  	
  19

  
	
   

  	
   

  	
   

  
	
  13

  	
  Fees and
  Costs

  	
  19

  
	
  13.1

  	
  Commitment Fee

  	
  19

  
	
  13.2

  	
  Arrangement Fee

  	
  19

  
	
  13.3

  	
  Costs

  	
  19

  
	
   

  	
   

  	
   

  
	
  14

  	
  Notices

  	
  20

  
	
  14.1

  	
  Communications in Writing

  	
  20

  
	
  14.2

  	
  Delivery

  	
  20

  
	
   

  	
   

  	
   

  
	
  15

  	
  Set off
  and counterclaim

  	
  20

  
	
  15.1

  	
  By Obligors

  	
  20

  
	
  15.2

  	
  By Lombard

  	
  20

  
	
   

  	
   

  	
   

  
	
  16

  	
  Waivers; remedies cumulative

  	
  20

  
	
   

  	
   

  	
   

  
	
  17

  	
  Severance

  	
  20

  
	
   

  	
   

  	
   

  
	
  18

  	
  Assignment

  	
  21

  
	
  18.1

  	
  No Assignment

  	
  21

  
	
  18.2

  	
  Benefit

  	
  21

  
	
   

  	
   

  	
   

  
	
  19

  	
  Counterparts

  	
  21

  
	
   

  	
   

  	
   

  
	
  20

  	
  Law

  	
  21

  
	
  20.1

  	
  Governing law

  	
  21

  
	
  20.2

  	
  Agent for Service

  	
  21

  
	
   

  	
   

  	
   

  
	
  Schedule 1 – Conditions
  Precedent/Subsequent

  	
  22

  
	
   

  	
   

  
	
  Schedule 2 – Financial
  Covenants 

  	
  26 

  
	
   

  	
   

  
	
  Schedule 3 – Form of Accession
  Letter

  	
  29

  
	
   

  	
   

  
	
  Schedule 4 – UK Group Structure

  	
  30

  
	
   

  	
   

  
	
  Schedule 5 – Confirmatory
  Letter

  	
  31

  



 

















 


Lombard Override Agreement


 


Dated 3 December 2004


 


Between


 


(1)                                  VANGUARD RENTAL (HOLDINGS)
LIMITED (formerly known as
ANC Rental Corporation (Holdings) Limited) registered in England with number
915008 and whose registered office is at James House, 55 Welford Road,
Leicester LE2 7AR (Vanguard Holdings);


 


(2)                                  VANGUARD RENTAL (UK) LIMITED (formerly known as ANC Rental Corporation
(UK) Limited) registered in England with number 1089053 and whose registered
office is at James House aforesaid (Vanguard UK);


 


(each
of the parties listed under (1) to (2) above being an Original
Company and any one or more together the Original
Companies); and


 


(3)                                  VANGUARD AUTOVERMIETUNG GMBH
& CO KG (formerly known
as ANC AUTOVERMIETUNG GmbH & Co KG) a corporation organised under the laws
of Germany (acting through its general partner Vanguard Rental GmbH) (Vanguard Germany);


 


(4)                                  VANGUARD RENTAL (SWITZERLAND) AG a company incorporated under the laws of Switzerland
and registered at the Commercial Register of the Canton of Zurich CH- 020.3.003.002-0
(Vanguard Switzerland)


 


(5)                                  LOMBARD NORTH CENTRAL PLC registered in England with number 337004 and
whose registered office is at 3 Princess Way, Redhill RH1 1NP (Lombard).


 


Recitals


 


A                                      The Original Companies and Lombard, together
with others, entered into an override agreement dated 6 October 2003 (the Old Override Agreement);


 


B                                        Lombard and the CAPITAL Lenders (as defined
below) have agreed to terminate the Old Override Agreement;


 


C                                        Lombard has agreed to provide further leasing
facilities to Vanguard UK; and


 


D                                       the parties have agreed to enter into this
Agreement to set out certain terms which shall supplement those of the further
leasing facilities.


 


It is agreed:


 


1                                         Definitions
and Interpretation


 


1.1                               Definitions


 


In
this Agreement the following terms shall have the meanings given to them in
this Clause 1.1:


 


Accession Letter
means a document substantially in the form set out in Schedule 3 (Form of Accession Letter).


 


Additional Company means a company which becomes a Company under this Agreement in
accordance with Clause 11 (Additional
Companies).


 


Additional Guarantor means a company (other than Vanguard Holdings) which executes a Guarantee.


 


1

















 


Annual Operating Plan has the meaning given to that term in Clause 7.4 (Annual Operating Plan).


 


Available Facility means, at any time, the then applicable Facility Amount less the
aggregate Utilisations at that time.


 


Bank means The
Governor & Company of the Bank of Scotland as provider of the New Overdraft
Facility.


 


Business Day
means a day (other than a Saturday or Sunday) on which banks are open for general
business in London.


 


CAPITAL Agreements means;


 


(a)                                  the self drive hire rental master agreement
made between the CAPITAL Lenders (other than CAPITAL BANK plc) and Vanguard UK
dated 27 March 1998;


 


(b)                                 the master lease agreement made between the
CAPITAL Lenders and Vanguard UK dated 14 February 2002;


 


(c)                                  the master hire purchase agreement made
between CAPITAL BANK plc and Vanguard UK dated 14 February 2002; and


 


(d)                                 the letter of offer dated on or about 2
December 2004 and addressed by CAPITAL BANK plc to Vanguard UK (the CAPITAL Offer Letter)


 


together with any rental or hire agreements issued thereunder and any
other documents entered into pursuant thereto, the Security Documents and the
Intercreditor Deed.


 


CAPITAL German Guarantee means each of the guarantee agreement between CAPITAL Bank Plc and
Lombard Germany dated 13 June 2003 and the guarantee agreement between CAPITAL
Bank Plc and RBS Deutschland dated on or about 2 December 2004.


 


CAPITAL Lender
means any of CAPITAL Bank plc, CAPITAL Bank Leasing 1 Limited, CAPITAL Bank
Leasing 2 Limited, CAPITAL Bank Leasing 3 Limited,
CAPITAL Bank Leasing 4 Limited, CAPITAL Bank Leasing 5 Limited, CAPITAL Bank
Leasing 6 Limited, CAPITAL Bank Leasing 7 Limited, CAPITAL Bank Leasing 8
Limited, CAPITAL Bank Leasing 9 Limited, CAPITAL Bank Leasing 10 Limited,
CAPITAL Bank Leasing 11 Limited, CAPITAL Bank Leasing 12 Limited, ILC Asset Finance
Limited, ILC Harvest Finance Limited, ILC Leasing Limited and ILC Operating
Leasing Limited (and CAPITAL Lenders
shall be construed accordingly).


 


Company means
an Original Company or an Additional Company.


 


Compliance Certificate means a certificate substantially in the form set out in Part B of Schedule
2 (Form of Compliance Certificate).


 


Debenture
means a debenture granted, or to be granted, by an Obligor executed, or to be
executed, in favour of Lombard (whether to Lombard alone or with others, and
whether or not held directly or under a security trust) in form and substance
acceptable to Lombard.


 


Effective Date
means the date on which the written confirmation contemplated by Clause 2.1 (Conditions Precedent) has been given by
Lombard.


 


Encumbrance
means any mortgage, charge, security, pledge, lien, right of set-off, right to
retention of title or other encumbrance, whether fixed or floating, over any
present or future property, assets or undertaking.


 


Event of Default
means any event or circumstance specified as such in Clause 10.1 (Events of Default).


 


2

















 


Existing Vehicle Funders means Lombard, Lombard Germany,
the CAPITAL Lenders and Fortis.


 


Facility Amount
has the meaning given to that term in Clause 4.2 (Facility Amount).


 


Financed Vehicles means any vehicle whose acquisition has been financed by a Company
pursuant to a lease or hire purchase contract where such vehicle remains
subject to such contract.


 


Fortis means
Fortis Lease UK Limited (formerly BA/CA Asset Finance Limited).


 


Fortis Agreements means the Master HP Agreement dated 24 and 25 April 2003 between Fortis
and subsidiaries and Vanguard UK and/or any amendment, variation, and or modification
thereof including the Agency Agreement ancillary thereto dated 24 and 25 April 2003
between Fortis and Vanguard UK, the Master Sale and Operating Lease Agreement dated
23 January 2001 between Fortis and Vanguard UK together with any documents entered
into pursuant thereto and the waiver and extension letter amending same dated
26 September 2003, the Security Documents and the Intercreditor Deed.


 


Group means
the Vanguard Parent and its subsidiaries.


 


Guarantee
means a guarantee granted, or to be granted, by a Guarantor executed, or to be
executed, in favour of Lombard (whether to Lombard alone or with others, and
whether or not held directly or under a security trust), in form and substance
acceptable to Lombard.


 


Guarantor
means Vanguard Holdings or an Additional Guarantor.


 


Indebtedness for Borrowed Money means any indebtedness for or in respect of:


 


(a)                                  moneys borrowed;


 


(b)                                 any amount raised by acceptance under any
acceptance credit facility;


 


(c)                                  any amount raised pursuant to any note
purchase facility or the issue of bonds, notes, debentures, loan stock or any
similar instrument;


 


(d)                                 any amount raised pursuant to any issue of
shares which are expressed to be redeemable;


 


(e)                                  the amount of any liability in respect of any
lease or hire purchase contract which would, in accordance with generally accepted
accounting principles in the relevant jurisdiction, be treated as a finance or
capital lease;


 


(f)                                    the amount of any liability in respect of any
advance or deferred purchase agreement if one of the primary reasons for
entering into such agreement is to raise finance;


 


(g)                                 receivables sold or discounted (other than on
a non-recourse basis);


 


(h)                                 any agreement or option to re-acquire an asset
if one of the primary reasons for entering into such agreement or option is to
raise finance;


 


(i)                                     any amount raised under any other transaction
(including any forward sale or purchase agreement) having the commercial effect
of a borrowing; and


 


(j)                                     the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a) to
(i) above;


 


save to the extent that such indebtedness relates to Financed Vehicles.


 


3

















 


Intercreditor
Deed means the intercreditor deed entered on or about the
date hereof and made between The Governor & Company of the Bank of
Scotland, the Vehicle Funders, Vanguard UK and others.


 


LCVs
means light commercial vehicles, being vehicles which do not exceed 3.5 tonnes
gross vehicle weight and which are supplied strictly in accordance with the
manufacturer’s standard specification.


 


Lombard
Agreements means the Lombard UK Agreements and the Lombard
Germany Agreements.


 


Lombard Germany means Lombard
Leasing GmbH.


 


Lombard
Germany Agreements means (i) the sale and lease-back
agreement dated 13 June 2003 and made between Lombard Germany and Vanguard
Germany and all individual sale and lease-back and other agreements concluded
pursuant thereto and (ii) the New Lombard Germany Facility Documents.


 


Lombard
UK Agreements means the letters of understanding dated 23 March
1999 and 25 March 2004 made between Lombard and Vanguard UK (together, the LoUs), together with any Rental Agreements issued thereunder
and any other documents entered into pursuant thereto.


 


Lombard
UK Facility means the facility provided pursuant to and on
the terms of the Lombard UK Agreements (together with this Agreement).


 


Lombard
UK Finance Documents means the Lombard UK Agreements, the
Security Documents, the Intercreditor Deed, this Agreement and any other document designated as a “Lombard
UK Finance Document” by Lombard and Vanguard Holdings.


 


Lombard
UK Guarantee means the guarantee dated 29 April 2002 and
granted by Vanguard Holdings in favour of Lombard.


 


Majority
Vehicle Funders means at any given time, a Vehicle Funder or
Vehicle Funders whose facility limits under their respective Vehicle Facility
Documents are, in aggregate, more than 66 2/3 per cent, of the aggregate
facility limits under the Vehicle Funding Documents of all the Vehicle Funders
at any time (at any relevant time, such facility limits being, (a) in the case
of Lombard, the amount set out with respect to such time in this Agreement as
being the amount to be made available by Lombard for the financing of Vehicles
in the United Kingdom, and (b) in the case of the CAPITAL Lenders, the
aggregate amount set out with respect to such time in the CAPITAL Offer Letter
(excluding the amount with respect to such time as being made available to
Vanguard Germany by way of guarantee by CAPITAL Bank plc in favour of Lombard
Germany and/or RBS Germany).


 


Master Intercompany Loan Agreement means the document
of that name and as more particularly defined in the Vanguard
Subordination Deed.


 


Material
Adverse Effect means a material adverse effect on (a) the
ability of any Obligor to comply with its payment obligations under any Lombard
UK Finance Document or (b) the business, financial condition or assets of
Vanguard Holdings and its subsidiaries taken as a whole.


 


New
Lombard Germany Facility means the facility provided pursuant
to and on the terms of the New Lombard Germany Facility Documents.


 


New
Lombard Germany Facility Documents means the sale and
lease-back agreement made between RBS Deutschland and Vanguard Germany on or
about the date of this Agreement and all individual sale and lease-back and
other agreements concluded pursuant thereto.


 


4

















 


New Overdraft Facility means the working capital facility to be provided by the Bank in
replacement of that provided by NWB under the Old Overdraft Agreement.


 


NWB means
National Westminster Bank Plc.


 


Obligor means
a Company or a Guarantor.


 


Old Overdraft Agreement means the agreement dated 29 April 2002 and made between NWB and the
borrowers referred to therein (as amended by Amendment Agreements dated 13 June
2002, 26 February 2003, 22 September 2003 and 6 October 2003, and as may have
been further amended, varied or supplemented from time to time).


 


Permitted Encumbrance means:


 


(a)                                  the rent deposit deed dated 26 March 1993 made
between Vanguard Holdings and BHH Investment Properties Limited;


 


(b)                                 the rent deposit deed dated 3 April 1997 made
between Vanguard Holdings and Allnat London Properties Plc;


 


(c)                                  the rent deposit deed dated 3 June 1997 made
between Vanguard Holdings and North Feltham Garage Limited;


 


(d)                                 the rent deposit deed dated 15 December 1997
made between Vanguard Holdings and Security Pacific Eurofinance Inc.;


 


(e)                                  the rent deposit agreement dated 7 October
1999 made between Vanguard UK and Marjorie Eileen Hill;


 


(f)                                    the rent deposit deed dated 4 May 2001 made
between Vanguard UK and Industrial Property Investment Fund;


 


(g)                                 the deposit deed dated 22 November 2001 made
between Vanguard UK and Slough Trading Estate Limited;


 


(h)                                 the debenture dated 20 December 2001 granted
by Vanguard UK in favour of Lombard, CAPITAL Bank Leasing 1 Limited, CAPITAL
Bank Leasing 2 Limited, CAPITAL Bank Leasing 3 Limited and CAPITAL Bank Leasing
4 Limited;


 


(i)                                     the debenture dated 20 December 2001 granted
by Vanguard UK in favour of Lombard, CAPITAL Bank Leasing 1 Limited, CAPITAL
Bank Leasing 2 Limited, CAPITAL Bank Leasing 3 Limited and CAPITAL Bank Leasing
12 Limited;


 


(j)                                     the debenture and intercreditor deed dated 14
March 2002 granted by Vanguard UK in favour of Lombard, CAPITAL Bank Leasing 1
Limited, CAPITAL Bank Leasing 2 Limited, CAPITAL Bank Leasing 3 Limited,
CAPITAL Bank Leasing 4 Limited, CAPITAL Bank Leasing 5 Limited, CAPITAL Bank
Leasing 6 Limited and CAPITAL Bank Leasing 12 Limited;


 


(k)                                  the Vanguard UK Debenture;


 


(l)                                 any Encumbrance in favour of a bank or
financier which has become a party to the Intercreditor Deed as a Vehicle
Funder provided that the Encumbrance creates (i) fixed and floating charges
over assets which are respectively subject to fixed and floating charges under
the Debentures in favour of the Bank and the Vehicle Funders (ii) charges on no
other assets; and


 


(m)                               subject to compliance with Clause 8.1.2(b),
security in favour of any bank or financier. 


 


Potential Event of Default means an event or omission which with either:


 


5

















 


(a)                                  the giving of any notice;


 


(b)                                 the lapse of time;


 


(c)                                  the determination of materiality; or


 


(d)                                 the satisfaction of any other condition under
Clause 10.1 (Events of Default),


 


would be an Event of Default.


 


Quarter means
a period commencing on a Quarter Date and ending the day before the next
Quarter Date.


 


Quarter Date
means each of 31 March, 30 June, 30 September, and 31 December.


 


RBS Deutschland
means RBS Deutschland Leasing GmbH.


 


Rental Agreement
means any rental agreement entered under any of the Lombard UK Agreements (and
a reference to a clause of a Rental Agreement is to the clause of that number
in the form of Rental Agreement attached to the LoUs (or the equivalent clause
in the particular Rental Agreement)).


 


Sales Proceeds
means any proceeds that any Company receives in respect of the sale of vehicles
which are subject to the Vehicle Funding Documents.


 


Security Agreements means the security agreement over monies deposited in a nominated account
dated on or about 29 April 2002 and the security agreement over inter company
debt owed by Vanguard UK to Vanguard Rental Insurances (Guernsey) Limited dated
on or about 29 April 2002, each made between Vanguard Rental Insurances
(Guernsey) Limited and NWB.


 


Security Document means the Vanguard UK Debenture, any other Debenture, the Security
Agreements or any Guarantee, which any member of the UK Group is required to
maintain or to enter into pursuant to this Agreement to secure the obligations
of any of the Obligors under, any of the Lombard UK Finance Documents.


 


Security Trustee
means, before the Effective Date, NWB in its capacity as security trustee appointed
under the Intercreditor Deed and thereafter the Bank in like capacity and each
of its successors in that capacity.


 


Speedlink System
means the car rental system software application owned and used by one or more
of the UK Companies for the real-time management of the UK Group’s fleet of vehicles,
and any modified or replacement application from time to time owned and used by
one or more of the UK Companies for such purpose.


 


Transaction Documents means the Lombard UK Finance Documents, the Vanguard Parent Undertaking
and the Vanguard Subordination Deed.


 


UK Companies
means any one or more of Vanguard Holdings and its subsidiaries which are
incorporated under the laws of England and Wales.


 


UK GAAP means
the accounting bases, policies, practices and procedures generally accepted and
adopted in the UK.


 


UK Group means
collectively, Vanguard Holdings and its subsidiaries, and member of
the UK Group means any one or more of them.


 


Utilisation
means, at any given time, the total drawings under the Lombard UK Facility at
that time.


 


6

















 


Vanguard EMEA
means Vanguard Car Rental EMEA Holdings Limited, a company incorporated in
England and Wales with number 4918854.


 


Vanguard Parent
means Worldwide Excellerated Leasing Ltd., a company duly incorporated in
Bermuda.


 


Vanguard Parent Undertaking means the letter of undertaking dated on or around the date of this
Agreement issued by the Vanguard Parent.


 


Vanguard Subordination Deed means the Subordination Deed dated on or around the date of this
Agreement and made between Vanguard Holdings, Vanguard Rental (Group) Limited,
Vanguard UK, Vanguard Rental (Franchising) Limited, Vanguard EMEA and the
Vehicle Funders and the Bank.


 


Vanguard UK Debenture means the debenture executed on or about the date hereof by Vanguard UK
in favour of The Governor & Company of the Bank of Scotland as security trustee.


 


Vehicle Facility Documents means the Vehicle Funding Documents other than the Intercreditor Deed
and the Security Documents.


 


Vehicle Funders
means any one or more of Lombard, Lombard Germany, RBS Deutschland, the CAPITAL
Lenders, Fortis and any bank or financier which has become a party to the
Intercreditor Deed as a Vehicle Funder.


 


Vehicle Funding Documents means:


 


(a)                                  the Lombard Agreements;


 


(b)                                 the CAPITAL Agreements;


 


(c)                                  the Fortis Agreements; and


 


(d)                                 any other agreement made between Vanguard UK
and/or Vanguard Germany (or any other Company) and any bank or financier for
the funding of vehicle acquisitions through lease or hire purchase contracts.


 


Vehicle Funding Liabilities means the liabilities due, owing or incurred by any Company to any
Vehicle Funder to make payments of Sales Proceeds to such Vehicle Funder
(whether such obligation arises under the Vehicle Funding Documents or under
the Vanguard UK Debenture).


 


1.2                               Interpretation


 


Any
reference in this Agreement to:


 


an
affiliate shall mean, 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;


 


the Bank shall be construed so as to include its and any
subsequent successors in accordance with their respective interests;


 


a
Clause or a Schedule
is to a clause of, or a Schedule to, this Agreement;


 


a
holding company of a company or
corporation shall be construed as a reference to any company or corporation of
which the first-mentioned company or corporation is a subsidiary;


 


indebtedness
shall be construed so as to include any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;


 


7

















 


a
law shall be construed as any law
[including common or customary law), statute, constitution, decree, judgment,
treaty, regulation, directive, bye-law, order or any other legislative measure
of any government, supranational, local government, statutory or regulatory
body or court;


 


a
month is a reference to a period
starting on one day in a calendar month and ending on the numerically
corresponding day in the next succeeding calendar month save that:


 


(a)                                  if any such numerically corresponding day is
not a Business Day, such period shall end on the immediately succeeding
Business Day to occur in that next succeeding calendar month or, if none, it
shall end on the immediately preceding Business Day; and


 


(b)                                 if there is no numerically corresponding day
in that next succeeding calendar month, that period shall end on the last
Business Day in that next succeeding calendar month,


 


(and references to “months” shall be construed accordingly);


 


a party means any party to this Agreement,
including any person who executes an Accession Letter;


 


a person shall be construed as a
reference to any person, firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing;


 


repay (or any
derivative form thereof) shall, subject to any contrary indication, be
construed to include prepay (or, as
the case may be, the corresponding derivative form thereof);


 


a subsidiary of a company or corporation
shall be construed as a reference to any company or corporation:


 


(a)                                  which is controlled, directly or indirectly,
by the first-mentioned company or corporation;


 


(b)                                 more than half the issued share capital of
which is beneficially owned, directly or indirectly, by the first-mentioned
company or corporation; or


 


(c)                                  which is a subsidiary of another subsidiary of
the first-mentioned company or corporation


 


and, for these purposes, a company or corporation shall be treated as
being controlled by another if that other company or corporation is able to
direct its affairs and/or to control the composition of its board of directors
or equivalent body.


 


a successor shall be construed so as to
include an assignee or successor in title of such party and any person who
under the laws of its jurisdiction of incorporation or domicile has assumed the
rights and obligations of such party under this Agreement or to which, under
such laws, such rights and obligations have been transferred;


 


tax shall be
construed so as to include any tax, levy, impost, duty or other charge of a
similar nature (including any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same);


 


a Vehicle Funder shall be construed so
as to include its and any successors in accordance with their respective
interests;


 


a wholly-owned subsidiary of a company
or corporation shall be construed as a reference to any company or corporation
which has no other members except that other company or corporation and that
other company’s or corporation’s wholly-owned subsidiaries or persons acting on
behalf of that other company or corporation or its wholly-owned subsidiaries;


 


8

















 


£ and sterling denote lawful currency of
the United Kingdom; and 


 


words importing the singular shall include the plural and vice versa.


 


1.3                               Agreements and Statutes


 


Any
reference in this Agreement to:


 


1.3.1                        this Agreement or any other agreement or
document shall be construed as a reference to this Agreement or, as the case
may be, such other agreement or document as the same may have been, or may from
time to time be, amended, varied, novated or supplemented; and


 


1.3.2                        a statute or treaty shall be construed as a
reference to such statute or treaty as the same may have been, or may from time
to time be, amended or, in the case of a statute, re-enacted.


 


1.4                               Headings


 


Clause
and Schedule headings are for ease of reference only.


 


1.5                               Time


 


Any
reference in this Agreement to a time of day shall, unless a contrary
indication appears, be a reference to London time.


 


1.6                               Third Party Rights


 


A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement.


 


2                                         Effective Date


 


2.1                               Conditions Precedent


 


This
Agreement (other than this Clause 2.1 and Clauses 1, 3, 5, 6, 13.2, 13.3, 14
and 16 to 20 will not be effective until Lombard has confirmed in writing to
Vanguard UK that it has received all of the documents and other evidence listed
in Part A of Schedule 1 (Conditions
Precedent) and that each is, in form and substance, satisfactory to it.


 


2.2                               Conditions Subsequent


 


2.2.1                        The Companies shall, with in 7 days of the
date of this Agreement, procure the fulfillment of the conditions subsequent
(in form and substance satisfactory to the Agent) set out in Part B of Schedule
1 (Conditions Subsequent).


 


2.2.2                        Vanguard UK shall:


 


(a)                                  promptly notify all of its suppliers and
customers of the details of its account with the Bank; and


 


(b)                                 use all reasonable endeavours to procure that
such suppliers no longer attempt to make debits to the account of Vanguard UK
with NWB.


 


3                                         Lombard
UK Agreements


 


3.1                               Relationship to Lombard UK
Agreements


 


3.1.1                        The terms of this Agreement are supplemental
to the Lombard UK Finance Documents. In particular, the terms of this Agreement
shall constitute a written variation of the terms of each Rental Agreement for
the purposes of clause 14.08 thereof.


 


9

















 


3.1.2                        In the event of a conflict between the
provisions of any Lombard UK Finance Document and this Agreement, the terms of
this Agreement shall prevail.


 


4                                         Availability
of the Lombard UK Facility


 


4.1                               Commitment Period 


 


Subject  to the terms of the Lombard UK
Agreements and the other terms of this Agreement, Lombard shall make available
the Lombard UK Facility for the period of 3 years from and including 3 December 2004.


 


4.2                               Facility amount


 


Subject
to the terms of the Lombard UK Agreements and the other terms of this Agreement
(including without limitation Clause 4.3 (LCV
Sub-limit)), Lombard
shall allow Vanguard UK to make a Utilisation
of the Lombard UK Facility provided that the resulting aggregate Utilisations
would not exceed £150,000,000 (the Facility Amount)
determined by reference to the date of the proposed Utilisation.


 


4.3                               LCV sub-limit


 


4.3.1                        A Utilisation of the Lombard UK Facility in
respect of LCVs may only be made if the resulting aggregate Utilisations in
respect of LCVs would not exceed £15,000,000.


 


4.3.2                        The maximum “Fixed Period” (as defined in the
Rental Agreements) in respect of LCVs shall be 18 months. For the avoidance of
doubt, the maximum “Fixed Period” (as defined in the Rental Agreements) in
respect of vehicles other than LCVs shall be 7 months.


 


4.4                               Potential Events of Default


 


Notwithstanding
any other terms of the Lombard UK Agreements, Lombard may in its absolute discretion
refuse to permit any drawing on
the Lombard UK Facility for so long as there exists a Potential Event of
Default.


 


5                                         Changes
in Circumstances


 


5.1                               Application of Clause


 


If
as a result of a change (whether such change has occurred or is scheduled to
occur) to:


 


(a)                                  fiscal legislation applicable in the United
Kingdom;


 


(b)                                 Inland Revenue or H.M. Customs and Excise
practice; or


 


(c)                                  changes in UK GAAP standards


 


or
the interpretation or application of any of the same, Lombard notifies Vanguard
UK that it considers (in its discretion exercised in good faith) that it is
reasonably likely that there will be a material adverse effect on its ability
to continue to provide the Lombard UK Facility, either at


 


10

















 


5.2.2                        If Lombard and Vanguard UK have not reached
agreement as to the amendments by the earlier of 4 weeks (or such longer period
as may be applicable in accordance with Clause 5.2.5) from the delivery of the
notice under Clause 5.1 and the effective date of the relevant change, Lombard
may (i) cancel the committed nature of the Lombard UK Facility (whereupon Lombard
shall be entitled to refuse to permit further Utilisations of the Lombard UK
Facility In its absolute discretion) and/or (ii) (if the change which has
resulted in the application of this Clause 5.2.2 comprises legislation with a
retrospective effect) invoke the provisions of Clause 5.2.3.


 


5.2.3                        In the circumstances referred to in Clause
5.2.2(ii). Vanguard UK shall, within three Business Days of a written demand by
Lombard (accompanied by a certificate confirming the amount of Lombard’s
Increased Costs then demanded), pay Lombard the amount of any Increased Costs
incurred by Lombard or any of its affiliates as a result of the change which
has caused the application of this Clause 5.2.


 


5.2.4                        In Clause 5.2.3, Increased Costs means any of
the following events which result from a retrospective change in the tax
legislation applicable in the United Kingdom:


 


(a)                                  a reduction in the rate of return from the
Lombard UK Facility or on Lombard’s (or its affiliate’s) overall capital;


 


(b)                                 an additional or increased cost; or


 


(c)                                  a reduction of any amount due and payable
under any Rental Agreement.


 


which
is incurred or suffered by Lombard or any of its affiliates to the extent that
it is (i) attributable to Lombard having entered into its commitment or funding
or performing its obligations under any of the Lombard UK Finance Documents and
(ii) not attributable to the wilful breach by Lombard or its affiliates of any
law or regulation.


 


5.2.5                        The period of 4 weeks referred to in Clause
5.2.2 shall be extended so as to continue for such longer period:


 


(a)                                  in respect which Vanguard UK shall have
agreed, in terms reasonably acceptable to Lombard, to pay Lombard’s Increased
Costs (as defined in Clause 5.2.4 but disregarding the reference therein to
retrospective changes) referable to that period; and


 


(b)                                 during which Lombard’s rights and protections
under or connection with the Security Documents are not adversely effected by
the relevant change referred to in Clause 5.1 (or any other such change).


 


6                                         Representations and Warranties


 


Lombard
has entered into this Agreement in reliance on the representations of each
Company set out in this Clause 6, and each Company warrants to Lombard on the
date of this Agreement as set out below:


 


(a)                                  it is a corporation, duly incorporated and
validly existing under the law of its jurisdiction of incorporation;


 


(b)                                 the obligations expressed to be assumed by it
in each Lombard UK Finance Document to which it is a party are legal, valid,
binding and enforceable obligations;


 


(c)                                  the entry into and performance by it of, and
the transactions contemplated by, the Lombard UK Finance Documents to which it
is a party do not and will not conflict with:


 


(i)                                     any law or regulation applicable to it or
binding on its assets; 


 


(ii)                                  its constitutional documents; or


 


11

















 


(iii)                               any agreement or instrument binding upon it or
any of its assets where such conflict would have a Material Adverse Effect;


 


(d)                                 it has the power to enter into, perform and
deliver, and has taken all necessary action to authorise its entry into,
performance and delivery of, the Lombard UK Finance Documents to which it is a
party and the transactions contemplated by those Lombard UK Finance Documents;


 


(e)                                  the structure of the UK Group is as set out in
diagrammatic form in Schedule 4 (UK Group
Structure) and that Schedule shows every subsidiary of Vanguard
Holdings; and


 


(f)                                    the consolidated management statements and
cashflow statement in respect of October 2004, to be provided as a condition
precedent to the occurrence of the Effective Date, has been prepared by the
management of Vanguard Holdings after reasonable and appropriate enquiries and,
in light of such enquiries, is true, complete and accurate in all material respects.


 


7                                         Information Undertakings


 


7.1                               Annual Statements


 


Vanguard
Holdings shall, and shall procure that each other Company, Vanguard Germany and
Vanguard Switzerland shall, as soon as the same become available, but in any
event within 120 days after the end of each of its financial years, deliver to
Lombard its financial statements (or, in the case of Vanguard Holdings the
audited consolidated financial statements and a cashflow statement of the UK
Group) in the form prescribed by the Companies Act 1985 for such financial
year. The profit and loss account shall show separately the depreciation and interest
cost elements of vehicle financing costs.


 


7.2                               Monthly Management Statements


 


Vanguard
Holdings shall as soon as the same become available but in any event within 30
days after the end of each month deliver to Lombard the consolidated management
statements and a cashflow statement of the UK Group for such period together
with separate management statements for each of Vanguard UK, Vanguard Germany
and Vanguard. Switzerland. The management accounts shall be in a form to be
approved by Lombard prior to the Effective Date and shall include a commentary
on and reconciliations of significant differences between the reported figures
and the budget applicable to that period. The profit and loss account shall
show separately the depreciation and interest cost elements of vehicle
financing costs.


 


7.3                               Compliance Certificates


 


7.3.1                        Vanguard Holdings shall supply to Lombard:


 


(a)                                  with each set of financial statements
delivered pursuant to Clause 7.1 (Annual Statements);
and


 


(b)                                 with each set of monthly management statements
delivered pursuant to Clause 7.2 (Monthly Management Statements) in
respect of the months of March, June, September and December;


 


a
Compliance Certificate signed by two directors of Vanguard Holdings setting out
(in reasonable detail) computations as to compliance with the financial
covenants set forth in Schedule 2 (Financial
Covenants) as at the date as at which those financial statements
were drawn up.


 


12

















 


7.4                               Annual Operating Plan


 


7.4.1                  Vanguard
UK shall, and Vanguard Holdings shall procure that Vanguard Germany and
Vanguard Switzerland shall, provide to Lombard an Annual
Operating Plan in respect of those companies (i) in draft, not less
than 30 days prior to the start and (ii) in final form (together with a
commentary on any significant differences between the final form and the
draft), not more than 15 days after the start, of each of their respective
financial years, in a form approved by Lombard which shall include at least the
following:


 


(a)                                  a projected balance sheet;


 


(b)                                 a projected profit and loss account;


 


(c)                                  a projected cash flow statement; and


 


(d)                                 projected covenant calculations relating to
each financial undertaking contained in Schedule 2 (Financial Covenants).


 


relative
to the financial year next starting and set out on a month-by-month basis
together with management’s commentary drawing on the previous period’s
performance and forecast market conditions.


 


7.4.2                        Vanguard Holdings shall, as soon as the same
become available and in any event within 45 days of the end of the relevant
Quarter, provide to Lombard (in a format approved by it) revised estimates,
forecasts and projections in respect of the remainder of the then current financial
year.


 


7.5                               Intra-group trading terms


 


Vanguard
Holdings shall send to Lombard a written summary of any material change to the
terms of the commercial intra-group trading terms involving any member of the
UK Group promptly upon such change being set by the relevant members of the
Group.


 


7.6                               Information on request


 


Promptly
following Lombard’s written request, provide to it such other information,
estimates, forecasts or projections in relation to it and its financial
condition; business and operations as Lombard may reasonably require.


 


8                                         General Undertakings


 


8.1                               Negative Pledge


 


8.1.1                        No Obligor shall create or permit to subsist
any Encumbrance (other than a Permitted Encumbrance) over any of its assets or
undertaking which ranks pari passu or in priority to the Security Documents in
favour of the Vehicle Funders, other than with the prior written consent of the
Lombard (such consent not to be unreasonably withheld or delayed).


 


8.1.2                        It is agreed by Lombard that if the other
Majority Vehicle Funders so agree:


 


(a)                                  Vanguard Holdings may without the consent of
Lombard bring in one or more banks or financiers which are not Existing Vehicle
Funders as Vehicle Funders (including by way of entering into additional
vehicle hire purchase and/or leasing agreements) by means of such banks or
financiers executing a Deed of Accession (as defined in the Intercreditor
Deed), whereupon any Permitted Encumbrance created in favour of such banks or
financiers shall rank pari passu with those in favour of the Vehicle Funders under
the Security Documents;


 


(b)                                 any of the Obligors may, subject to Clause
8.1.1, without the consent of Lombard execute in favour of any bank or
financier, floating charge security which ranks after


 


13

















 


the
Security Documents provided such bank or financier also enters into priority or
intercreditor arrangements on terms acceptable to the Lombard (acting
reasonably); and


 


(c)                                  Lombard shall, if so required by Vanguard
Holdings, discuss in good faith in common with the other Vehicle Funders what
other collateral would be acceptable to it and them as a condition to the
release of the security constituted under the Security Documents.


 


8.1.3                        For the avoidance of doubt, the consent of
Lombard shall still be required in the event that the security proposed to be
granted is intended to be fixed security over any asset in respect of which
Lombard has only floating security.


 


8.2          Payment Terms


 


Unless
otherwise agreed by Lombard in writing in advance, no payments shall be made by
any Obligor to any other member of the Group unless no Event of Default has
occurred and is continuing.


 


8.3                               Licensing


 


Each
Company and each of Vanguard Germany and Vanguard Switzerland, if a party to a
written licensing agreement for the use of the trademarks “Alamo” and/or “National”
and/or “Vanguard”, undertakes that it will not (and Vanguard Holdings shall
procure that each member of the UK Group will not) without the prior written
consent of Lombard (such consent not to be unreasonably withheld);


 


[a]                                  consent to any change to the terms of such
agreement that may have a significant adverse effect upon the ability of that
Company (or member of the UK Group, as the case may be) to use such trademarks;


 


(b)                                 terminate that agreement; and


 


and
each Company and (if applicable) Vanguard Germany and Vanguard Switzerland
undertakes that in the event of any circumstance giving rise to the termination
of such licensing agreement it will (and as regards any other member of the UK
Group, Vanguard Holdings will on behalf of that member) use its reasonable
endeavours to acquire equivalent rights to continue to use such trademarks. It
will be sufficient for such equivalent rights to be granted to another member
of the UK Group where the significant adverse effect of the termination is on
that other member.


 


8.4                               Software system


 


8.4.1                        Following the occurrence of an Event of
Default which is continuing (and which, for the avoidance of doubt, remains unremedied
and unwaived), the Companies shall to the extent permitted by law and without being in breach of any existing contractual
obligations owed to a third party provide to Lombard (or, if Lombard shall so
direct, to the Security Trustee on behalf of Lombard) details regarding the
location of the Financed Vehicles and such other information, relating to the
Financed Vehicles that is available from the Speedlink System.


 


8.4.2                        Lombard shall provide (or shall procure that
the Security Trustee provides) the Companies with reasonable assistance to
enable them to comply with their obligations under Clause 8.4.1 including such
information as is necessary to identify the Financed Vehicles.


 


9                                         Financial Covenants 


 


9.1                               Covenants


 


Vanguard
Holdings undertakes to ensure that the financial covenants set out in Part A of
Schedule 2 (Financial Covenants) are
complied with.


 


14

















 


9.2                               Change in accounting
reference date, policies, etc.


 


9.2.1                     If:


 


(a)                                  the directors of Vanguard Holdings determine
at any time that the accounting reference date of Vanguard Holdings has or
should be changed or any of the accounting principles applied in the
preparation of any of the accounts shall be different from those under UK GAAP
as at the date of this Agreement, or if as a result of the introduction or
implementation of any Statement of Standard Accounting Practice issued by the
Institute of Chartered Accountants in England and Wales, Financial Reporting
Standard issued by the Accounting Standards Board, International Accounting
Standard or International Financial Reporting Standard or any change in any of
them or in any applicable law such accounting principles are required to be changed,
Vanguard Holdings shall promptly give notice to Lombard of that change, determination
or requirement;


 


(b)                                 Lombard believes in its reasonable judgment
that the financial undertakings set out in Clause 9.1 (Covenants) need to be amended as a result
of any such change, determination or requirement, Vanguard Holdings and Lombard
shall negotiate in good faith to amend the existing financial undertakings so
as to provide Lombard with substantially the same protections as the financial
undertakings set out in Part A of Schedule 2
(Financial Covenants);


 


(c)                                  Vanguard Holdings and Lombard cannot agree
such amended financial undertakings within 30 days of that notice, Vanguard
Holdings and Lombard shall jointly nominate a firm of chartered accountants to
settle the amended financial undertakings, or in default of such nomination
Lombard shall request the President for the time being of the Institute of
Chartered Accountants in England and Wales to nominate a firm of chartered
accountants for that purpose. Such accountants shall act as experts and not
arbitrators and their decision shall be final arid binding on the Parties. The
costs of such accountants shall be paid by Vanguard Holdings.


 


10                                  Default


 


10.1                        Events of Default


 


10.1.1                  Each of the following events or circumstances
is an Event of Default: 


 


(a)                                  breach of Rental Agreement: Vanguard UK:


 


(1)                                  fails to pay within 5 Business Days of the due
date any amount payable by it under a Rental Agreement; or


 


(ii)                                  can be treated as having repudiated any Rental
Agreement in accordance with clause 7.01 (b) or (d) thereof;


 


(b)                                 financial covenants: any requirement of Clause 9.1 (Covenants) is
not satisfied;


 


(c)                                  any other breach: an Obligor does not comply with any provision
of the Lombard UK Finance Documents (other than those referred to in Clauses
10.1.1 (a) and 10.1.1(b)) unless the failure to comply is capable of remedy and
is remedied within ten Business Days (or thirty days if the breach is of a
provision of any Rental Agreement) of Lombard giving notice to the relevant
Obligor or the relevant Obligor becoming aware of the failure to comply.


 


(d)                                 misrepresentation, etc.: any representation, warranty or statement
made or given or deemed to be made or given by an Obligor in the Lombard UK
Finance Documents or any other document delivered by or on behalf of any
Obligor under or in connection with any Lombard UK Finance Document is or
proves to have been incorrect or misleading in any material respect when made
or deemed to be made;


 


15

















 


(e)                                  insolvency:


 


(i)                                     any Obligor is unable or admits inability to
pay its debts as they fall due, suspends making payments on any of its debts
or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness;


 


(ii)                                  the value of the assets of any Obligor is less
than its liabilities (taking into account contingent and prospective
liabilities);


 


(iii)                               a moratorium or other protection from its
creditors is declared or imposed in respect of any indebtedness of any Obligor;


 


(iv)                              any corporate action, legal proceedings or
other procedure or step is taken (including the making of an application, the
presentation of a petition, the filing or service of a notice or the passing of
a resolution) in relation to:


 


(aa)                            the suspension of payments, a moratorium of
any indebtedness, winding-up, dissolution, administration or reorganisation (by
way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;


 


(bb)                          a composition, compromise, assignment or
arrangement with any creditor of any Obligor;


 


(cc)                            the appointment of a liquidator, supervisor,
receiver, administrative receiver, administrator, compulsory manager, trustee
or other similar officer in respect of any Obligor or any of its assets; or


 


(dd)                          enforcement of any security over any assets of
any Obligor;


 


or
any analogous procedure or step is taken in any jurisdiction, except in case a winding-up
petition which is (i) an abuse of process or has no real prospect of success and
(ii) in any event discharged within 7 days of its presentation and before it is
advertised;


 


(f)                                    cross default: any Indebtedness for Borrowed Money of all or
any of the Companies (except Vanguard Germany) (aa) in respect of Vehicle
Funding Liabilities (except any owed to Lombard Germany or RBS Deutschland) or
(bb) in excess of, in aggregate, £20,000,000:


 


(i)                                     is not paid when due;


 


(ii)                                  is declared to be or otherwise becomes due and
payable prior to its specified maturity; or


 


(iii)                               any creditor of all or any of the Companies
becomes entitled to declare any such Indebtedness for Borrowed Money due and
payable prior to its specified maturity;


 


(g)                                 loss of facilities:


 


(i)                                     cancellation of the New Overdraft Facility in
whole or in such part as to then be (in Lombard’s reasonable judgment) below a
sufficient size to support the ongoing needs of the business of Vanguard UK as
detailed in the Annual Operating Plan;


 


(ii)                                  cancellation, expiry without replacement with
an equivalent, or termination of the committed nature of any facilities
provided under the Vehicle Facility Documents (other than the New Lombard
Germany Facility Documents) by a


 


16

















 


Vehicle
Funder, the commitments of which under the relevant facilities are (x) at least
£50,000,000 or (y) any lesser amount where such cancellation, expiry or
termination is reasonably likely to have a Material Adverse Effect;


 


(h)                                 change of control: either:


 


(i)                                     Cerberus or any Permitted Holder ceases to
control directly or indirectly Vanguard Holdings; or


 


(ii)                                  any person or group of persons acting in
concert gains direct or indirect control of Vanguard Holdings,


 


where for the purposes of this paragraph (h)
the following terms have these meanings:


 


(A)                              for the purposes of paragraph (i) above (but
only prior to an Initial Public Offering) and paragraph (ii) above, control of
Vanguard Holdings means:


 


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


 


(aa)                            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 Holdings; or


 


(bb)                          appoint or remove all, or the majority, of the
directors or other equivalent officers of Vanguard Holdings; or


 


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


 


(2)                                  the holding beneficially of more than 50% of
the issued share capital of Vanguard Holdings (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);


 


(B)                                for the purposes of paragraph (i) above,
following an Initial Public Offering control of Vanguard Holdings means:


 


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


 


(aa)                            cast, or control the casting of, more than 30%
of the maximum number of votes, that might be cast at a general meeting of Vanguard
Holdings; or


 


(bb)                          appoint or remove all, or the majority, of the
directors or other, equivalent officers of Vanguard Holdings; or


 


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


 


(2)                                  the holding beneficially of more than 30% of
the issued share capital of Vanguard Holdings (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);


 


17

















 


(C)                                acting in concert means a group of persons who, pursuant to an
agreement or understanding (whether formal or informal), actively co-operate,
through the acquisition of shares in Vanguard Holdings by any of them, either
directly or indirectly, to obtain or consolidate control of Vanguard Holdings;


 


(D)                               Cerberus means Cerberus Capital Management, L.P.;


 


(E)                                 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);


 


(F)                                 Initial Public Offering means the listing of any shares of Vanguard
Holdings or any direct or indirect holding company of Vanguard Holdings 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;


 


(G)                                Permitted Holder means:


 


(1)                                  any affiliate of Cerberus (for so long as it
remains such an affiliate);


(2)                                  any Fund managed by Cerberus (for so long as
it remains so managed);


(3)                                  William E. Lobeck, Jr.;


(4)                                  any Fund managed by William E. Lobeck, Jr.
(for so long as it remains so managed); or


(5)                                  any company, partnership or undertaking with
respect to which William E. Lobeck, Jr. has a majority or controlling interest
(for so long as he has such an interest);


 


(i)                                     unlawfulness, etc.: it becomes unlawful for any Obligor to
perform or comply with, or any Obligor repudiates, any of its obligations under any Lombard UK
Finance Document where such event is reasonably likely to have a Material
Adverse Effect;


 


(J)                                   material adverse change: any event or series of events occur which has
or would reasonably be expected to have a Material Adverse Effect;


 


(k)                                  Subordination:


 


(i)                                     Vanguard EMEA makes any intercompany loan to a
“Debtor” (as defined in the Vanguard Subordination Deed) other than under and
in accordance with the Master Intercompany Loan Agreement; or


 


(ii)                                  an amendment (other than one to correct purely
typographical or clerical errors) is made to, or a waiver given in respect of,
the provisions in the Master Intercompany Loan Agreement regarding drawdown;
and


 


(l)                                     any event or occurrence described as an “Event
of Default” in the Vanguard UK Debenture.


 


10.2                        Separate nature


 


Each
Event of Default set out in Clause 10.1 (Events
of Default) constitutes a separate and independent Event of Default
which shall not be qualified by reference to any other Event of Default. The
occurrence or otherwise of an Event of Default shall be without prejudice to
any other rights or remedies which Lombard might have under any of the Lombard
UK Agreements or the Security Documents.


 


18

















 


10.3                        Cancellation, etc.


 


On
and at any time after the occurrence of an Event of Default which is continuing
(and which, for the avoidance of doubt, remains unremedied and unwaived),
Lombard may by notice to Vanguard UK:


 


(a)                                  cancel the committed nature of the Lombard UK
Facility (whereupon Lombard shall be entitled to refuse further Utilisations of
the Lombard UK Facility in its absolute discretion); and/or


 


(b)                                 terminate any of the Rental Agreements (and
under the terms of each terminated Rental Agreement (x) the relevant Event of
Default will be deemed to be a breach thereof and (y) the termination of that
Rental Agreement will be deemed to be for a breach thereof) and, for the
avoidance of doubt, any Sale Proceeds in respect of a terminated Rental
Agreement shall then be immediately due and payable.


 


11                                  Additional Companies


 


Any
subsidiary of Vanguard Holdings incorporated or acquired during the term of
this Agreement shall become an Additional Company and Vanguard Holdings shall
deliver to Lombard a duly, completed and executed Accession Letter and all of
the documents and other evidence listed in Part C of Schedule 2 (Conditions precedent in respect of Additional
Companies) in relation to that Additional Company, each in form and
substance satisfactory to Lombard.


 


12                                  Security


 


The
obligations of the Companies to Lombard will be secured by the Security
Documents and any other security granted by any member of the UK Group in favour
of Lombard (whether to Lombard alone or with others, and whether or not held
directly or under a security trust) from time to time.


 


13                                  Fees and Costs


 


13.1                        Commitment Fee


 


13.1.1                  Vanguard UK shall pay a commitment fee to Lombard at the rate of 0.5 per cent. per annum
of the Available Facility, payable in arrear at the end of each calendar year
and also on the last day on which the Lombard UK Facility is available on a
committed basis.


 


13.1.2                  The commitment fee shall be calculated by
reference to the mean of the Available Facility measured on the four Quarter
Dates in that year (or if the last day on which the Lombard UK Facility is
available on a committed basis is not a Quarter Date, then on that date and the
three Quarter Dates immediately preceding it).


 


13.2                        Arrangement Fee


 


Vanguard
UK shall pay Lombard a non-refundable arrangement fee of 0.1 per cent of the
Facility Amount (being of £150,000,000) on the date of signing this Agreement.


 


13.3                        Costs


 


Vanguard
Holdings will forthwith on demand pay or reimburse to Lombard the amount of all
reasonable costs and expenses incurred by them in connection with the
negotiation, preparation, execution and enforcement of this Agreement and any
related documents. Such costs and expenses include, without limitation, the
reasonable fees and expenses of legal advisers to Lombard and any value added
tax or similar tax, and are payable in the currency in which they are incurred.


 


19

















 


14                                  Notices


 


14.1                        Communications in Writing


 


Each
communication to be made hereunder shall be made in writing and, unless
otherwise stated, shall be made by fax or letter.


 


14.2     Delivery


 


Any
communication or document to be made or delivered by one person to another
pursuant to this Agreement shall:


 


14.2.1                  if by way of fax (unless that other person has
by fifteen days’ notice specified in writing another number) be made to such
other person to the fax number identified with its signature below and shall be
deemed to have been received when transmission has been completed; and


 


14.2.2                  if by way of letter (unless that other person
has by fifteen days’ notice specified in writing another address) be delivered
to that other person at the address identified with its signature below and
shall be deemed to have been delivered when left at that address or as the case
may be, ten days after being deposited in the post postage prepaid in an
envelope addressed to it at that address,


 


provided
that any communication or document to be made or delivered to Lombard shall be effective
only when received at the address indicated below and then only if the same is expressly
marked for the attention of the department or officer (if any) identified with
its signature below (or such other department or officer as Lombard shall from
time to time specify for this purpose).


 


15                                  Set off and counterclaim


 


15.1                        By Obligors


 


All
payments by any Obligor under the Lombard UK Finance Documents shall be made
without set-off or counterclaim.


 


15.2       By Lombard


 


Lombard
may set off any matured obligation owed by an Obligor under any Lombard UK Finance
Document against any obligation (whether or not matured) owed by Lombard to
that Obligor. If the obligations are in different currencies, Lombard may for
the purpose of the set-off convert either obligation at the relevant spot rate
of exchange quoted by The Royal Bank of Scotland plc.


 


16                                  Waivers; remedies cumulative


 


The rights of Lombard under the Lombard UK Finance Documents:


 


(a)                                  may be exercised as often as necessary;


 


(b)                                 are cumulative and not exclusive of its rights
under the general law; and


 


(c)                                  may be waived only in writing and
specifically.


 


Delay
in exercising or non-exercise of any such right is not a waiver of that right.


 


17                                  Severance


 


If
any provision of this Agreement is or becomes illegal, invalid or unenforceable
in any jurisdiction, that shall not affect:


 


20

















 


(a)                                  the legality, validity or enforceability in
that jurisdiction of any other provision of this Agreement; or


 


(b)                                 the legality, validity or enforceability in
any other jurisdiction of that or any other provision of this Agreement.


 


18                                  Assignment


 


18.1                        No Assignment


 


Neither
this Agreement nor any rights or obligations hereunder shall be assignable or
transferable by any party except with the prior written consent of the other
party, save in the case of an assignment or transfer by Lombard to an affiliate
of Lombard.


 


18.2                        Benefit


 


This
Agreement shall enure for the benefit of the successors to or permitted transferees
or assignees of any of the parties.


 


19                                  Counterparts


 


This
Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Agreement.


 


20                                  Law


 


20.1                        Governing law


 


This
Agreement will be governed by and construed according to English law and each
of the Companies submits to the jurisdiction of the English Courts.


 


20.2                        Agent for Service


 


Each
Obligor which is not a “company” or an “overseas company” within the meaning of
the Companies Act 1985 (an Overseas Obligor)
shall at all times maintain an agent for service of process in England. That
agent shall be Vanguard Holdings of James House aforesaid. Any claim form,
writ, summons, judgment or other notice of legal process shall be sufficiently served
on each Overseas Obligor if delivered to that agent at its address for the time
being. No Overseas Obligor shall revoke the authority of that agent. If for any
reason that agent no longer serves as agent of each Overseas Obligor to receive
service of process, each Overseas Obligor shall promptly appoint another such
agent and immediately advise Lombard of that appointment.


 


Signed by the
parties or their duly authorised representatives


 


21

















 


Schedule 1 – Conditions Precedent/Subsequent


 


In this Schedule, Certified Copy
means, in relation to a document, a copy of that document bearing the
endorsement “Certified a true, complete and accurate copy of the original,
which has not been amended otherwise than by a document and which is in fullforce
and effect as at [date of this Agreement/Accession
Letter (as relevant)], a Certified Copy of which is attached hereto,
which has been signed and dated by a duly authorised officer of the relevant
company and which complies with that endorsement.


 


Part A – Conditions
precedent


 


The conditions referred to in Clause 2.1 (Conditions Precedent) are that Lombard shall have received each
of the following in form and substance satisfactory to it:


 


New UK facilities


 


1.               a letter signed by each of the “Majority
Vehicle Funders” (as defined in the Old Override Agreement) terminating the Old
Override Agreement;


 


2.               this Agreement executed by each party to it;


 


3.               a written confirmation from CAPITAL Bank plc
on behalf of the CAPITAL Lenders that they have entered into new Vehicle
Funding Documents with Vanguard UK, under which the CAPITAL Lenders have made
available to Vanguard UK vehicle funding facilities on the following terms:


 


•                  a facility amount of at least £160,000,000 but
not to exceed £200,000,000. with a sub-limit in respect of vehicles comparable
to LCVs of at least £40,000,000; and


 


•                  a commitment period of at least 3 years from
the Effective Date;


 


4.               a written confirmation from Fortis that the
Fortis Agreements remain in place at the date of this Agreement;


 


5.               a letter from NWB evidencing the termination
of the Old Overdraft Agreement, addressed to the borrowers under that facility;


 


6.               a Certified Copy of the indemnity by the Bank
in favour of NWB in respect of the transfer of overdraft facilities to the
Bank;


 


7.               a written confirmation from the Bank that it
has made available the New Overdraft Facility on the following terms: 


 


•                  a working capital facility amount of at least
£30,000,000; and


 


•                  to be committed for at least 36 months from
the Effective Date. 


 


Security


 


8.               Confirmation from each Company in respect of
the following Security Documents substantially in the form of Schedule 5:


 


	
   

  	
  Name of
  Obligor

  	
  Security
  Documents

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Rental (Holdings)
  Limited

  	
  Lombard UK Guarantee

  



 


22

















 


	
   

  	
  Name of
  Obligor

  	
  Security
  Documents

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Rental (UK)
  Limited

  	
  Debenture dated 20 December

  
	
   

  	
   

  	
  2001 in favour of Lombard, 

  CAPITAL Bank Leasing 1 Ltd,

  CAPITAL Bank Leasing 2 Ltd, 

  CAPITAL Bank Leasing 3 Ltd and 

  CAPITAL Bank Leasing 4 Ltd

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Rental (UK)
  Limited

  	
  Debenture dated 20 December

  
	
   

  	
   

  	
  2001 in favour of Lombard, 

  CAPITAL Bank Leasing 1 Ltd, 

  CAPITAL Bank Leasing 2 Ltd, 

  CAPITAL Bank Leasing 3 Ltd and 

  CAPITAL Bank Leasing 12 Ltd

  
	
   

  	
   

  	
   

  
	
   

  	
  Vanguard Rental (UK)
  Limited

  	
  Debenture and intercreditor
  deed

  
	
   

  	
   

  	
  dated 14 March 2002 in
  favour of Lombard,

  CAPITAL Bank Leasing 1 Ltd, 

  CAPITAL Bank Leasing 2 Ltd, 

  CAPITAL Bank Leasing 3 Ltd, 

  CAPITAL Bank Leasing 4 Ltd, 

  CAPITAL Bank Leasing 5 Ltd, 

  CAPITAL Bank Leasing 6 Ltd and 

  CAPITAL Bank Leasing 12 Ltd

  



 


9.               the Vanguard UK Debenture executed by Vanguard
UK in favour of The Governor & Company of the Bank of Scotland as security
trustee;


 


10.         the Vanguard Subordination Deed, duly executed
by the parties thereto;


 


11.         the Intercreditor Deed, duly executed by all
the parties thereto and unconditional in all respects except as the
conditionally of this Agreement.


 


New Lombard Germany Facility


 


12.         a copy Certified Copy of the New Lombard
Germany Facility Documents duly executed by Vanguard Germany, together with
evidence that the facilities thereunder have become available;


 


13.         a copy Certified Copy of:


 


a)              the letter from CAPITAL Bank Plc to Lombard Germany
confirming the continuation of the CAPITAL German Guarantee dated 3 June 2003,
duly signed by the parties thereto;


 


b)             the CAPITAL German Guarantee in favour of RBS Deutschland,
duly signed by the parties thereto;


 


Fees/Payments


 


14.         the fees payable in accordance with this
Agreement on or before the date hereof;


 


15.         payment of the fees of Denton Wilde Sapte;


 


16.         payment to NWB of the amount notified to
Vanguard UK on or about the date of this Agreement as being the estimated sum
required to repay the indebtedness due in respect of the Old Overdraft Agreement.


 


23

















 


Corporate approvals,
etc.


 


17.         in respect of each Company:


 


a)              a Certified Copy of its constitutional
documents:


 


b)             a Certified Copy of a resolution of the board
of directors of each Company;


 


i)                 approving the terms of, and the transactions
contemplated by, the Transaction Documents to which it is a party and which
have not been executed before the date of this Agreement, and resolving that it
execute such Transaction Documents;


 


ii)              authorising a specified person or persons to
execute on its behalf the Transaction Documents which have not been executed
before the date of this Agreement and to which it is a party, and


 


iii)            authorising a specified person or persons, on
its behalf, to sign and/or despatch all documents and notices to be signed
and/or despatched by it under or in connection with the Transaction Documents
to which it is a party;


 


c)              a specimen of the signature of each person
authorised by the resolution referred to in paragraph (b) above in relation to
the Transaction Documents which have not been executed before the date of this
Agreement;


 


Miscellaneous


 


18.         the consolidated management statements and a
cashflow statement in respect of October 2004, to include sufficient
information to determine (i) the opening value for Effective Net Worth and (ii)
the opening position regarding those debts to be subordinated pursuant to the
Vanguard Subordination Deed;


 


19.         the Vanguard Parent Undertaking duly executed
by the Vanguard Parent;


 


20.         a copy of the “Claims Account Notice” signed
on behalf of each of Lombard, the CAPITAL Lenders and Fortis in connection with
the Vanguard UK Debenture;


 


21.         a Certified
Copy of the Master Intercompany Loans Agreement duly executed by all the
parties thereto and unconditional in all respects except as the conditionality
of this Agreement; and


 


22.          a written summary of the commercial intra-group
trading terms involving any member of the UK Group as at the date of this
Agreement.


 


Part B – Conditions subsequent


 


The conditions referred to in Clause 2.2 (Conditions Subsequent) are that Lombard shall have received
each of the following in form and substance satisfactory to it:


 


1.                                       Originals of the Certified Copies referred to
in Schedule 1, Part A, paragraphs 12 and 13; and


 


2.                                       a Certified Copy of the Master Intercompany
Loan Agreement duly executed by the parties thereto and unconditional in all
respects.


 


24

















 


Part C – Conditions
precedent in respect of Additional Companies


 


The conditions referred to in Clause 11 (Additional
Companies) are that Lombard shall have received each of the
following in form and substance satisfactory to it:


 


1.               an Accession Letter executed by the Additional
Company and Vanguard Holdings;


 


2.               a Certified Copy of the constitutional
documents of the Additional Company;


 


3.               a Certified Copy of a resolution of the board
of directors of the Additional Company:


 


a)              approving the terms of, and the transactions
contemplated by, the Accession Letter and the Transaction Documents and
resolving that it execute the Accession Letter and any Transaction Document to
which it is party;


 


b)             authorising a specified person or persons to
execute on its behalf the Accession Letter and the Transaction Documents on its
behalf; and


 


c)              authorising a specified person or persons, on
its behalf, to sign and/or despatch all other documents and notices to be
signed and/or despatched by it under or in connection with the Transaction
Documents to which it is a party;


 


4.               a specimen of the signature of each person
authorised by the resolution referred to in paragraph (b) above;


 


5.               the latest audited financial statements of the
Additional Company;


 


6.               if the proposed Additional Company is
incorporated in a jurisdiction other than England and Wales:


 


a)              evidence that a process agent has been
appointed as its agent for service of process in England; and


 


b)             a legal opinion of the legal advisers to
Lombard in the relevant jurisdiction;


 


7.               the Security Documents executed by the
Additional Company which are required by Lombard; and


 


8.               any
notices or documents required to be given or executed under the terms of those
Security Documents.


 


25

















 


Schedule 2 – Financial
Covenants


 


Part A – Covenants


 


1.               In this Schedule, the following words have the
following meaning:


 


EBIT means, in
relation to any period, the consolidated operating profit (before extraordinary
and exceptional items) of Vanguard Holdings for that period (which, for the
avoidance of doubt is calculated before taxation and Interest Expense).


 


Effective Net Worth means, at a given lime, the total capital employed by the UK Group as
disclosed by the consolidated annual financial statements of Vanguard Holdings
for the financial year ending 31 December 2003, plus:


 


(a)          cumulative retained profit earned after 31
December 2003;


 


(b)         translation, dividend and all other financial
adjustments not included in cumulative retained profit, and


 


(c)          the amount of subordinated intercompany
balances at that time.


 


Fleet Capital Employed means the net book value of revenue-earning vehicles, plus restricted
cash and net manufacturer receivables, less vehicle payables (as such items are
set out in Vanguard Holdings’ usual formal for consolidated monthly management
accounts).


 


Interest Expense
means, in relation to any period, all interest (including, without limitation,
the interest cost element of vehicle financing costs), commissions, periodic
fees and other financing charges accrued by the Vanguard Holdings group during
that period.


 


Total Fleet Debt
means “Total Fleet Debt” (as such item is set out in Vanguard Holdings’ usual
formal for consolidated monthly management accounts).


 


2.               Vanguard Holdings undertakes to ensure that
during the period referred to in Clause 4.1 (Commitment
Period), unless Lombard otherwise agrees:


 


(a)                                  Effective Net Worth


 


Effective
Net Worth at any time during, the period commencing on each date referred to in
Column A below and ending on the next following Quarter Date shall not be less
than the amount set out opposite that date in Column B below:


 


	
  Column A

  Date

  	
   

  	
  Column B

  Amount (£ million)

  	
   

  
	
  Effective Date

  	
   

  	
  33.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2005

  	
   

  	
  33.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2005

  	
   

  	
  34.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September
  2005

  	
   

  	
  35.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2005

  	
   

  	
  36.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2006

  	
   

  	
  36.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2006

  	
   

  	
  37.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September
  2006

  	
   

  	
  38.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2006

  	
   

  	
  39.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  39.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 June 2007

  	
   

  	
  40.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30 September 2007

  	
   

  	
  41.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  31 December 2007

  	
   

  	
  42.00

  	
   

  



 


26

















 


(b)                                  Interest Cover


 


The
ratio of EBIT to Interest Expense in respect of the 12 month period ending on
each Quarter Date shall not be less than 1:5:1;


 


(c)                                  Total Fleet Debt to Fleet
Capital Employed


 


The
ratio of Total Fleet Debt to Fleet Capital Employed on each Quarter Date shall
not be more than 1:1.


 


3.               The calculation of ratios and other amounts
under this Schedule shall be made by reference to the latest financial
statements provided to Lombard under Clauses 7.1 (Annual Statements) and 7.2 (Monthly
Management Statements), and other financial information of Vanguard
Holdings for the period in relation to which the calculation falls to be made.


 


27

















 


Part B – Form of Compliance Certificate


 


To:         Lombard North Central Plc


 


From:     Vanguard Rental (Holdings) Limited


 


Dated:**


 


Dear Sirs


 


Vanguard (UK) Limited –Lombard Override
Agreement dated **             December 2004 (the Agreement)


 


1                                          We
refer to the Agreement. This is a Compliance Certificate. Terms defined in the
Agreement have the same meaning in this Compliance Certificate unless given a
different meaning in this Compliance Certificate.


 


2                                          We confirm that: [Insert details of covenants to be certified]


 


3                                          [We confirm that no Default is continuing.]


 




With
regard to paragraph 3, if this statement cannot be made, the certificate should
identify any Default that is continuing and the steps, if any, being taken to
remedy it





 


 


	
  Signed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
  Director

  	
   

  
	
   

  	
  Of

  	
   

  	
  of

  	
   

  
	
   

  	
  Vanguard Rental (Holdings)
  Limited

  	
   

  	
  Vanguard Rental (Holdings)
  Limited

  	
   

  



 


28

















 


Schedule 3
– Form of Accession Letter


 


To:         Lombard North Central
Plc


 


From:     Vanguard Rental
(Holdings) Limited


 


Dated:**


 


Dear
Sirs


 


Lombard Override Agreement dated
**               December 2004 (the Agreement)


 


1              We refer to the Agreement. This is
an Accession Letter.


 


2                                          Terms defined in the Agreement have the same
meaning in this Accession Letter unless given a different meaning in this
Accession Letter.


 


3                                          [Subsidiary] (the Acceding Party)
agrees to become an Additional [Company] and to be bound by the terms of the
Agreement and the other Transaction Documents as an Additional [Company]
pursuant to Clause 11 (Additional Companies)
of the Agreement. The Acceding Party is a company duly incorporated
under the laws of [name of relevant
jurisdiction] and is a limited liability company with registered
number [•].


 


4.                                       The
Acceding Party’s administrative details are as follows:


 


	
  Address:

  	
  [•]

  	
   

  
	
  Fax No:

  	
  [•]

  	
   

  
	
  Attention:

  	
  [•]

  	
   

  



 


5.                                       This letter is governed by English law.


 


	
  Signed:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
  Director

  	
   

  
	
   

  	
  Of

  	
   

  	
  of

  	
   

  
	
   

  	
  Vanguard Rental (Holdings)
  Limited

  	
   

  	
  [Acceding
  Party]

  	
   

  



 


29

















 


Schedule 4 – UK Group Structure


 


30

















 


Schedule 5
– Confirmatory Letter


 


To:          Lombard North Central Plc


 


From:      Vanguard Rental
(Holdings) Limited


 


 


Dated:**


Dear Sirs


 


Lombard Override Agreement dated
**           December
2004 (the Agreement)


 


We refer to the
Agreement. Terms defined in the Agreement have the same meaning when used in
this letter unless given a different meaning by this letter.


 


We refer to the
Transaction Documents and, in particular, to those of the Security Documents
set out in paragraph 8 of Part A of Schedule 1 to the Agreement to which we are
party.


 


We write to
confirm that such Security Documents will remain in full force and effect
following the execution, amendment or variation (as the case may be) of the
Transaction Documents contemplated by the Agreement, in particular in relation
to the variation of the obligations the subject of such Security Documents.


 


This letter is
governed by English law.


 


 


	
  Signed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
  Of

  	
   

  	
   

  
	
   

  	
  [relevant company]

  	
   

  	
   

  



 


31

















 


	
  Signed by

  	
  )

  	
   

  
	
  duly authorised for and

  	
  )

  	
   

  
	
  on behalf of

  	
  )

  	
   

  
	
  VANGUARD RENTAL (HOLDINGS) LIMITED

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  
	
  Address:

  	
  James House

  
	
   

  	
  55 Welford Road

  
	
   

  	
  Leicester LE2 7AR

  
	
   

  
	
  Fax:

  	
  +44(0) 116 256 5643

  
	
  Attention:

  	
  Jane Colton

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
  )

  	
   

  
	
  duly authorised for and

  	
  )

  	
   

  
	
  on behalf of

  	
  )

  	
   

  
	
  VANGUARD RENTAL (UK) LIMITED

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  James House

  
	
   

  	
  55 Welford Road

  
	
   

  	
  Leicester LE2 7AR

  
	
   

  	
   

  
	
  Fax:

  	
  +44(0) 116 256 5643

  
	
  Attention:

  	
  Jane Colton

  
	
   

  
	
   

  	
   

  	
   

  
	
  Signed by

  	
  )

  	
   

  
	
  VANGUARD AUTOVERMIETUNG GmbH &

  	
  )

  	
   

  
	
  Co KG

  	
  )

  	
   

  
	
  acting by its general partner, Vanguard Rental

  	
  )

  	
   

  
	
  GmbH

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  
	
  Address:

  	
  Otto-von-Guericke-Ring 15

  
	
   

  	
  65205 Wiesbaden 

  
	
   

  	
  Germany

  
	
   

  
	
  Fax:

  	
  +49 611 23607 831

  
	
  Attention:

  	
  General Manager, Germany

  
					



 


32

















 


	
  Signed by

  	
  )

  	
   

  
	
  duly authorised for and on behalf of

  	
  )

  	
   

  
	
  VANGUARD RENTAL (SWITZERLAND)
  AG

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  
	
  Address:

  	
  Honggerstrasse 40

  
	
   

  	
  8037 Zurich

  
	
   

  	
  Switzerland

  
	
   

  
	
  Fax:

  	
  00 41 43 366 70 89

  
	
  Attention:

  	
  Bon Meyer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
  )

  	
   

  
	
  duly authorised for and on behalf of

  	
  )

  	
   

  
	
  LOMBARD NORTH CENTRAL PLC

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Lombard Corporate Finance

  
	
   

  	
  Lombard North Central plc

  
	
   

  	
  280 Bishopsgate

  
	
   

  	
  London EC2M 4RB

  
	
   

  	
   

  
	
  Fax:

  	
  + 44 (0) 20 7672 0871

  
	
  Attention:

  	
  Lance Coppock

  
					



 


33