Exhibit 4.23


 


EXECUTION COPY


 


CONSENT AGREEMENT


 


CONSENT AGREEMENT, dated as
of June 13, 2006 (this “Consent Agreement”), among MBIA INSURANCE
CORPORATION, a New York stock insurance company (in its capacity as Surety
Provider under certain series of ARG Notes outstanding from time to time, “MBIA”),
AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (in its
capacity as Surety Provider under certain series of ARG Notes outstanding from
time to time, “Ambac”) and ASSURED GUARANTY CORP., a Maryland stock
insurance company (in its capacity as Surety Provider under certain series of
ARG Notes outstanding from time to time, “Assured”, and together with
MBIA and Ambac, the “Consenting Parties”), made for the benefit of ARG
FUNDING CORP., a Delaware corporation, ALAMO FINANCING L.P., a Delaware limited
partnership, NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a Delaware
limited partnership, VANGUARD CAR RENTAL USA INC., a Delaware corporation and
VANGUARD CAR RENTAL USA HOLDINGS INC., a Delaware corporation (collectively,
the “Vanguard Entities”), and acknowledged by The Bank of New York, in
its capacity as Trustee (as defined in the ARG Indenture (as defined below))
under the ARG Indenture.


 


R E  C  I  T  A
L  S


 


WHEREAS, National Car Rental
Financing Corporation, a Delaware corporation, as general partner (the “NFLP
General Partner”) of National Car Rental Financing Limited Partnership (“NFLP”),
and Vanguard Car Rental USA Inc. (as successor in interest to National Car
Rental System, Inc.), a Delaware corporation, as limited partner of NFLP (the “NFLP
Limited Partner”), desire to enter into the Third Amended and Restated
Agreement of Limited Partnership, dated effective as of June 13, 2006 (the “NFLP
Partnership Agreement”);


 


WHEREAS, Alamo Financing L.L.C.,
a Delaware limited liability company, as general partner (the “AFLP General
Partner” and together with the NFLP General Partner, the “General
Partners”) of Alamo Financing L.P. (“AFLP”), and Vanguard Car Rental
USA Inc. (as successor in interest to Alamo Rent-A-Car, Inc.), a Delaware
corporation (the “AFLP Limited Partner” and together with the NFLP
Limited Partner, the “Limited Partners”), desire to enter into the
Second Amended and Restated Agreement of Limited Partnership, dated effective
as of June 13, 2006 (the “AFLP Partnership Agreement” and together with
the NFLP Agreement, the “Partnership Agreements”);


 


WHEREAS, the Vanguard
Entities have requested that each of the Consenting Parties acknowledge and
consent, and confirm its consent to (a) the execution, delivery and performance
of the Partnership Agreements, attached hereto as an


 

















 


exhibit, and to the terms and conditions in the Partnership Agreements
and (b) be bound by this Consent Agreement for all purposes; and


 


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


 


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


 


A G  R  E  E  M
E  N  T  S


 


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


 


SECTION 2.  Agreement.


 


(I)            Each of the Consenting Parties acknowledges and hereby
expressly consents, and confirms its consent to the execution, delivery and
performance of the Partnership Agreements and to the terms and conditions in
the Partnership Agreements (a copy of each Partnership Agreement, as amended,
is attached hereto as Exhibit A).


 


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


 


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


 


SECTION 4.  Direction To Trustee. Each of the
Consenting Parties hereby consents to the Trustee entering into that certain
Standstill Letter, dated as of June 13, 2006 (the “Standstill Letter”),
among Vanguard Car Rental USA Holdings Inc., Goldman Sachs Credit Partners
L.P., as Administrative Agent on behalf of the Lenders (the “Administrative
Agent”), MBIA Insurance Corporation, as a Surety Provider, Ambac Assurance
Corporation, as a Surety Provider, Assured Guaranty Corp., as a Surety
Provider, The Bank of New York, as ARG Trustee, Alamo Trustee and NFLP Trustee,
Alamo Financing L.P., Alamo Financing L.L.C., National Car Rental Financing
Limited Partnership and National Car Rental Financing Corporation.


 


SECTION 5.  Entire Agreement. This Consent
Agreement and the Partnership Agreements 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.


 


2

















 


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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3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Consent Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


 


 


	
   

  	
  MBIA INSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dana L. Hartman

  	
   

  
	
   

  	
  Name:

  	
  Dana L. Hartman

  
	
   

  	
  Title:

  	
    Director

  
	
   

  	
   

  
	
   

  	
  AMBAC ASSURANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer J. Baratta

  	
   

  
	
   

  	
  Name:

  	
  Jennifer J. Baratta

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSURED GUARANTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew H. Pickering

  	
   

  
	
   

  	
  Name:

  	
  Andrew H. Pickering

  
	
   

  	
  Title:

  	
  Chief
  Surveillance Officer

  



 


[Partnership Consent
Agreement]


 

















 


	
   

  	
  Acknowledged by:

  
	
   

  	
   

  
	
   

  	
  ARG FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  ALAMO FINANCING L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALAMO FINANCING L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  NATIONAL CAR RENTAL FINANCING

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NATIONAL CAR RENTAL

  
	
   

  	
  FINANCING CORPORATION, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA

  
	
   

  	
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J.
  Kennell

  	
   

  
	
   

  	
  Name:

  	
  Gerard J.
  Kennell

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J.
  Kennell

  	
   

  
	
   

  	
  Name:

  	
  Gerard J.
  Kennell

  
	
   

  	
  Title:

  	
  Senior Vice
  President and Treasurer

  
					



 

















 


	
   

  	
  THE BANK OF NEW YORK, in its

  
	
   

  	
  capacity as Trustee, Financing Source and

  
	
   

  	
  Beneficiary under the ARG Program

  
	
   

  	
  Documents

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
  Name:

  	
    JOHN
  BOBKO

  
	
   

  	
  Title:

  	
  VICE PRESIDENT