DIRECT PARENT STOCK PLEDGE AGREEMENT made by VCR USA HOLDINGS II INC. in favor of GOLDMAN SACHS CREDIT PARTNERS L.P.., as Administrative Agent dated as of June 14, 2006Direct Parent Stock Pledge Agreement • August 2nd, 2006 • Vanguard Car Rental Group Inc. • New York
DIRECT PARENT STOCK PLEDGE AGREEMENT, dated as of June 14, 2006, made by VCR USA HOLDINGS II INC., a Delaware corporation (the “Pledgor”) in favor of GOLDMAN SACHS CREDIT PARTNERS L.P., (“GSCP”) as Administrative Agent (in such capacity together with its successors and permitted assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of June 14, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Vanguard Car Rental USA Holdings Inc., a Delaware corporation (the “US Borrower”), National Car Rental (Canada) Inc., an Canada corporation (the “Canadian Borrower”), the Administrative Agent, the Lenders, GSCP, J.P. Morgan Securities Inc. and Lehman Brothers Inc., as Sole Joint Lead Arrangers and Joint Bookrunners, GSCP and JP Morgan Chase Bank, N.A., as Co-Syndication Agents, Lehman Commercial Paper Inc., Bank of Montreal
