Exhibit 10.33


 


Execution Copy


 


DATED
26 September 2005


 


 


CAPITAL
BANK plc


(acting as
principal and as agent)


 


 


VANGUARD
RENTAL (UK) LIMITED


(formerly ANC Rental Corporation (UK) Limited)


 


 


and


 


 


VANGUARD
RENTAL (HOLDINGS) LIMITED


(formerly ANC
Rental Corporation (Holdings) Limited)


 






 


DEED
OF AMENDMENT AND RESTATEMENT


relating to


Self Drive Hire
Rental Master Agreement

dated 27 March 1998






 


 


DWF


Centurion
House


129
Deansgate


Manchester


M3
3AA


 

















 


CONTENTS


 


	
  1.

  	
  Definitions and Construction

  	
  2

  
	
  2.

  	
  Consent to Amend

  	
  4

  
	
  3.

  	
  Amendment and Restatement of SDHRA

  	
  4

  
	
  4.

  	
  Schedules

  	
  4

  
	
  5.

  	
  Confirmation of Guarantor

  	
  5

  
	
  6.

  	
  Representations and Warranties

  	
  5

  
	
  7.

  	
  Expenses

  	
  5

  
	
  8.

  	
  Miscellaneous

  	
  6

  
	
  9.

  	
  Governing Law and Jurisdiction

  	
  6

  
	
  SIGNATURE PAGE

  	
  7

  
	
  APPENDIX

  	
  8

  
	
  Amended and Restated SDHRA

  	
  8

  



 

















 


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


 


(1)           CAPITAL BANK plc (Company No. 392902) of Capital House,
Queens Park Road, Handbridge, Chester, CH88 3AN (“CAPITAL”)
acting as principal and as agent on behalf of each of the following companies:


 


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

ILC OPERATING LEASING LIMITED


 


(together with CAPITAL, the “Companies”
and each a “Company”);


 


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


 


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


 


BACKGROUND:


 


(A)          This Deed
is supplemental to the self drive hire master rental agreement dated 27 March
1998 and made between CAPITAL (acting as principal and as agent on behalf of
the Companies) and the Lessee, whereby CAPITAL and the Companies agreed to lease,
and the Lessee agreed to take on lease, certain vehicles on the terms specified
therein.


 


(B)           Pursuant
to the Accession Agreement the ILC Companies became party to the master lease
agreement mentioned in paragraph (A) above.


 


(C)           Pursuant
to the Original Guarantee and the Guarantor’s Deed, the Guarantor has guaranteed,
inter alia, the obligations of
the Lessee under the SDHRA.


 


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


 


1

















 


IT IS
AGREED as follows:


 


1.             DEFINITIONS AND CONSTRUCTION


 


1.1           Definitions


 


In this Deed:


 


	
  “Accession Agreement”

  	
   

  	
  means the accession and variation agreement dated 3
  December 2004 and made between the ILC Companies, CAPITAL (as principal and
  as agent) and the Lessee in relation to the SDHRA;

  
	
   

  	
   

  	
   

  
	
  “Amended and Restated SDHRA”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Effective Date”

  	
   

  	
  means the date of this Deed;

  
	
   

  	
   

  	
   

  
	
  “Guarantor’s Deed”

  	
   

  	
  means the guarantor’s deed dated 3 December 2004 and
  made between the ILC Companies, CAPITAL (as principal and as agent) and the
  Lessee in connection with, inter alia, the
  Accession Agreement;

  
	
   

  	
   

  	
   

  
	
  “ILC Companies”

  	
   

  	
  means each of ILC Asset Finance Limited, ILC Harvest
  Finance Limited, ILC Leasing Limited and ILC Operating Leasing Limited;

  
	
   

  	
   

  	
   

  
	
  “Lease Contract”

  	
   

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

  
	
   

  	
   

  	
   

  
	
  “Original Guarantee”

  	
   

  	
  means the guarantee dated 29 April 2002 and made by
  the Guarantor in favour of the Companies;

  
	
   

  	
   

  	
   

  
	
  “Reservations”

  	
   

  	
  means:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

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

  



 


2

















 


	
   

  	
   

  	
  (c)

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

  
	
   

  	
   

  	
   

  	
   

  
	
  “Schedule”

  	
   

  	
  shall have the meaning given to such term in the
  SDHRA;

  
	
   

  	
   

  	
   

  	
   

  
	
  “SDHRA”

  	
   

  	
  means the master self drive hire rental agreement
  dated 27 March 1998 and made between CAPITAL (acting as principal and as
  agent) and the Lessee as such agreement has been amended and supplemented,
  from time to time;

  
	
   

  	
   

  	
   

  	
   

  
	
  “Tax Addendum”

  	
   

  	
  means the addendum to the SDHRA dated 27 March 1998 concerning amendments to
  paragraphs 2.3.4; 2.3.6; and 2.3.9 of the SDHRA and made between CAPITAL and
  the Lessee.

  



 


1.2           Construction


 


In this Deed:


 


(a)           any
reference to:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


2.             CONSENT TO AMEND


 


The Lessee, the Guarantor and the Companies hereby
consent to the amendments to the SDHRA provided for in this Deed.


 


3.             AMENDMENT
AND RESTATEMENT OF SDHRA


 


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


 


4.             SCHEDULES


 


4.1           With
effect from the Effective Date:


 


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


 


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


 


4.2           Notwithstanding
clause 4.1 and in relation to each Schedule:


 


(a)           clause
4.3 of the Amended and Restated SDHRA shall not apply to such Schedule and each
such Schedule shall, for the purposes of the Amended and Restated SDHRA, be
subject to the assumptions set out in clauses 2.3 of the SDHRA (as amended by
the Tax Addendum). References to clause 4.3 in the Amended and Restated SDHRA
shall, in relation to each Schedule, be construed as references to clause 2.3
of the SDHRA and the Amended and Restated SDHRA shall be interpreted
accordingly;


 


(b)           references
to “Lease Contract” in the Amended and Restated SDHRA shall be construed as
references to such Schedule;


 


(c)           the
following terms shall have the following meanings:


 


(i)            “Primary
Period” shall have the meaning given to the term “Lease Term” in the Amended
and Restated SDHRA;


 


(ii)           “Lessor
Risk Amount” shall have the meaning given to such term in the Amended and
Restated SDHRA except that:


 


(1)           reference
in the first paragraph of that definition to “less the percentage thereof of
Cost so specified in the applicable Lease Contract” shall be construed as being
a reference to “less 10% of Cost”;


 


4

















 


(2)           the
excess mileage charge in respect thereof shall be £0.08 per mile; and


 


(3)           the
delayed delivery charge in respect thereof shall be £15 per day;


 


(d)           references
in Part III of the Schedules to “Clause 9” and “Clause 9.7” shall refer,
respectively, to clause 11 and clause 11.7 of the Amended and Restated SDHRA.


 


5.             CONFIRMATION
OF GUARANTOR


 


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


 


6.             REPRESENTATIONS
AND WARRANTIES


 


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


 


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


 


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


 


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


 


7.             EXPENSES


 


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


 


5

















 


8.             MISCELLANEOUS


 


8.1           Continuation of the SDHRA


 


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


 


8.2           Counterparts


 


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


 


8.3           Contract (Rights of Third Parties) Act 1999


 


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


 


9.             GOVERNING LAW AND JURISDICTION


 


9.1           This Deed
is governed by English law.


 


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


 


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


 


6

















 


SIGNATURE
PAGE


 


	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
   

  
	
  CAPITAL BANK plc

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  by

  	
  )

  	
  Authorised Signatory

  
	
  affixing the Company
  Seal hereto

  	
   

  	
   

  
	
  In the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  VANGUARD
  RENTAL

  	
  )

  	
  Director

  
	
  (UK)
  LIMITED

  	
  )

  	
   

  
	
  by

  	
  )

  	
   

  
	
  and by

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a
  deed

  	
  )

  	
   

  
	
  for and on behalf of

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  VANGUARD
  RENTAL

  	
  )

  	
  Director

  
	
  (HOLDINGS)
  LIMITED

  	
  )

  	
   

  
	
  by

  	
  )

  	
   

  
	
  and by

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Director/Secretary

  



 


7