Exhibit 10.46

AMENDMENT NO. 1

TO

MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

THIS AMENDMENT NO. 1 TO MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT (this “Amendment”), is dated as of October    , 2003, to the Master Information Technology Services Agreement, dated July 16, 2003 (the “MSA”), between Vanguard Car Rental USA Inc., a Delaware corporation (“Newco”), and ▇▇▇▇▇ Systems Corporation, a Delaware corporation (“▇▇▇▇▇ Systems”).

W I T N E S S E T H:

WHEREAS, Newco and ▇▇▇▇▇ Systems are parties to the MSA; and

WHEREAS, Newco and ▇▇▇▇▇ Systems desire to amend the MSA as set forth herein;

NOW, THEREFORE, in consideration of the payment of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Newco and ▇▇▇▇▇ Systems hereby agree as follows:

1.             Definitions. All capitalized terms used in this Amendment, which are defined in the MSA and not otherwise defined herein, have the meanings set forth in the MSA.

2.             Section 2.2(b). Section 2.2(b) of the MSA is hereby amended and restated in its entirety as follows:

“(b)         Waiver and Release of Claims. ▇▇▇▇▇ Systems and its Affiliates shall have waived and released, and as of the Effective Date, hereby do waive and release, any and all claims and rights any of them may have against Newco and any of its Affiliates and ANC or any of its Affiliates with respect to the ANC Agreement in connection with periods on or before the Effective Date, including, without limitation, (i) any claims deemed to be arising from the Debtors’ rejection of the ANC Agreement arising under 11 U.S.C. Section 502(g) or otherwise; (ii) ▇▇▇▇▇ Systems’ claims of $8,858,762.05 each filed on January 13, 2003, in the cases ANC Rental, Alamo, National and ANC under 11 U.S.C. Section 502(a) and (b); and (iii) the cost of curing any defaults or breaches under any agreement or understanding between ▇▇▇▇▇ Systems or any of its Affiliates, on the one hand, and ANC Rental or any of its Affiliates, on the other hand, including without limitation, the ANC Agreement, provided that such waiver and release shall not affect any claims or rights of ▇▇▇▇▇ Systems preserved under Sections 3(b) and 3(c) of the ANC Partial Termination and Assignment Agreement.”

3.             Section 2.3(b)(ii). Section 2.3(b)(ii) of the MSA is hereby amended and restated in its entirety as follows:

“(ii)         The entry of a Final Order by the United States Bankruptcy Court approving the partial termination of the ANC Agreement, ANC Rental’s, ANC’s, National’s and Alamo’s execution and performance of the ANC Partial Termination and Assignment Agreement, and all of the terms and conditions of the ANC Partial Termination and Assignment Agreement, including without limitation, all settlements, compromises of claims, releases and waivers set forth therein.”

4.             Section 16.3. Section 16.3 of the MSA is hereby amended by replacing the second sentence thereof in its entirety with the following :

“Notwithstanding the foregoing, (A) either Party may assign this MSA to one or more of its Affiliates; provided, however, that the assigning Party shall guaranty the obligations of such Affiliate hereunder pursuant to a guaranty agreement in form and substance reasonably acceptable to the other Party, and (B) Newco may grant a security interest in and collaterally assign its interest in this MSA to any bank or other commercial lending institution in connection with the exercise by such bank or other commercial lending institution of its remedies under any financing facility provided by such bank or commercial lending institution; provided, however, that any such grant and assignment may not in any way expand or modify this MSA, including the obligations of ▇▇▇▇▇ Systems under this MSA.”

5.             Exhibit D. Exhibit D of the MSA is hereby amended and restated and replaced in its entirety by Annex 1 hereto.

6.             Schedule 3.1(c). Schedule 3.1(c) of the MSA is hereby amended and restated and replaced in its entirety by Annex 2 hereto.

7.             Schedule 3.4. Schedule 3.4 of the MSA is hereby amended and restated and replaced in its entirety by Annex 3 hereto.

8.             Schedule 6.2(a). Schedule 6.2(a) of the MSA is hereby amended and restated and replaced in its entirety by Annex 4 hereto.

9.             Schedule 6.2(b). Schedule 6.2(b) of the MSA is hereby amended and restated and replaced in its entirety by Annex 5 hereto.

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10.           Miscellaneous.

(a)           Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(b)           Headings. Section headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)           Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law provision thereof.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be signed, sealed and delivered by its duly authorized officer as of the date first written above.

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Annex 1

EXHIBIT D

FORM

OF

PARTIAL TERMINATION AND ASSIGNMENT AGREEMENT

among

▇▇▇▇▇ SYSTEMS CORPORATION,

ANC RENTAL CORPORATION,

ANC INFORMATION TECHNOLOGY, L.P.,

NATIONAL CAR RENTAL SYSTEM, INC.,

ALAMO RENT-A-CAR L.L.C.,

and

VANGUARD CAR RENTAL USA INC.

PARTIAL TERMINATION AND ASSIGNMENT AGREEMENT

This Partial Termination and Assignment Agreement (the “Termination Agreement”) is entered into as of               , 2003 (the “Agreement Date”), by and among ANC Rental Corporation, a Delaware corporation having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Debtor-in-Possession in case number 01-11200 (MFW), pending in the United States Bankruptcy Court for the District of Delaware (“ANC Rental”), ANC Information Technology, L.P. (“ANC”), a Delaware limited partnership having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, National Car Rental System, Inc. (“National”), a Delaware corporation having a principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Alamo Rent-A-Car, L.L.C., a Delaware limited liability company having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Alamo”), Vanguard Car Rental USA Inc., a Delaware corporation having a principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Newco”), and ▇▇▇▇▇ Systems Corporation (“▇▇▇▇▇ Systems”), a Delaware corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

Recitals

Whereas, Newco has entered into an Asset Purchase Agreement, dated as of June 12, 2003, as amended, with ANC Rental and certain subsidiaries of ANC Rental, including but not limited to National, Alamo, and ANC (ANC Rental, National, Alamo, ANC and other such subsidiaries are collectively referred to as “Debtors”), pursuant to which Newco will acquire (the “Acquisition”) certain assets and assume certain liabilities of Debtors relating to their ownership and operation of car rental businesses and licensing of the right to operate car rental businesses in the airport leisure and business travel rental markets mainly throughout the United States, Canada and Europe;

Whereas, ▇▇▇▇▇ Systems and National entered into a Services Agreement, dated as of September 30, 1997 (the “National Agreement”), pursuant to which ▇▇▇▇▇ Systems (i) developed derivative works of, and additions and enhancements to, GreenWay 1.0 (as such term is defined in the National Agreement) (collectively, the “GreenWay Modifications”); (ii) sublicensed to National the use of GreenWay 1.0 and licensed to National the use of the GreenWay Modifications (collectively, the “GreenWay License and Sublicense”); and (iii) operated GreenWay 1.0 and the GreenWay Modifications for National; and a Termination Agreement dated September 30, 2000 (the “National Termination Agreement”) pursuant to which the National Agreement was terminated except as otherwise provided in the National Termination Agreement;

Whereas, ▇▇▇▇▇ Systems and Alamo entered into an Outsourcing Agreement, dated as of December 7, 1998 (the “Alamo Agreement”), pursuant to which ▇▇▇▇▇ Systems provided certain application support services and data center operations services to Alamo in support of Alamo’s legacy systems, and a Termination Agreement dated September 30, 2000 (the “Alamo Termination Agreement”) pursuant to which the Alamo Agreement was terminated except as otherwise provided in the Alamo Termination Agreement;

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Whereas, ▇▇▇▇▇ Systems and ANC entered into that certain Master Agreement as of September 30, 2000 (the “Master Agreement”), that certain Work Order #1 entered into effective as of September 30, 2000 (“WO#1”), that certain Work Order #2 entered into effective as of September 30, 2000 (“WO#2”), and that certain Work Order #3 entered into effective as of September 30, 2000 (“WO#3”; the Master Agreement, WO#1, WO#2 and WO#3 are collectively referred to as the “ANC Agreement”), pursuant to which ▇▇▇▇▇ Systems has been providing information technology services, including application support and data center operations services, to ANC;

Whereas, pursuant to WO#1, ▇▇▇▇▇ Systems developed certain derivative works of, and additions and enhancements to, Odyssey (as defined in the ANC Agreement) and Greenway 1.0 (collectively, the “Odyssey/GreenWay Modifications”), and the GreenWay License and Sublicense was extended to include the Odyssey/Greenway Modifications;

Whereas, ▇▇▇▇▇ Systems and ANC desire to terminate the ANC Agreement with respect to the provision of services effective as of the date and time the Acquisition is consummated (the “Effective Date”), subject to certain exceptions as set forth below; and

Whereas, the parties desire for the sublicense to National of GreenWay 1.0 and Odyssey, and the license to National of the GreenWay Modifications and the Odyssey/GreenWay Modifications, the whole as expressed in the GreenWay License and Sublicense as extended pursuant to WO#1 (collectively, the GreenWay/Odyssey License”), to survive the termination of the ANC Agreement and continue in accordance with the terms set forth in this Termination Agreement.

Now, therefore, the parties agree as follows:

1.             Definitions. Except as otherwise defined in this Termination Agreement, capitalized terms shall have the meanings ascribed thereto in the ANC Agreement.

2.             Release of Liability by Debtors. In exchange for the mutual promises and other consideration set forth herein, each Debtor, on behalf of itself and its past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subsidiaries, affiliates (including but not limited to ANC, ANC Rental, National and Alamo), predecessors, successors in interest and assigns, and anyone else who may claim by or through such Debtor (including the Trust, as defined below), hereby fully releases, relinquishes and forever discharges and holds harmless ▇▇▇▇▇ Systems and its past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subcontractors, subsidiaries, affiliates, predecessors, successors in interest and assigns, from any and all past, present or future claims, demands, obligations, actions, causes of action, liabilities, debts, suits, liens, damages, costs, losses and expenses of any kind and character, whether in law or in equity, in tort or in contract, whether now known, suspected, claimed, asserted or unasserted, contingent or fixed, arising prior to and concurrent with the Effective Date, which are based on or arise under

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the Alamo Agreement, the National Agreement, the ANC Agreement or otherwise in law or in equity (“Preexisting ANC Claims”). ANC further covenants that it will not initiate or assist, the furtherance of any litigation, arbitration, administrative or any other type of legal proceeding, regarding any Preexisting ANC Claim. This release expressly includes any avoidance, preference or similar cause of action under 11 U.S.C. Sections 544 through 551 inclusive, and further includes any claim the Debtors’ may have to recover amounts paid to ▇▇▇▇▇ Systems during the Debtors’ Bankruptcy Proceedings (as hereinafter defined). Notwithstanding the foregoing, this Section 2 shall not release any claim of any past or present shareholder of ANC Rental or such shareholder’s present affiliates, except to the extent that such a claim is derived from a claim that ANC Rental or any of its affiliates could have raised under the Alamo Agreement, the National Agreement or the ANC Agreement.

3.             Release of Liability by ▇▇▇▇▇ Systems.

(a)           In exchange for the mutual promises and other consideration set forth herein, and except as set forth in paragraph 3(b), ▇▇▇▇▇ Systems, on behalf of itself and its past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subsidiaries, affiliates, predecessors, successors in interest and assigns, and anyone else who may claim by or through ▇▇▇▇▇ Systems, hereby fully releases, relinquishes and forever discharges and holds harmless Debtors and their respective past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees, subcontractors, subsidiaries, affiliates, predecessors, successors in interest and assigns, from any and all past, present or future claims, demands, obligations, actions (including the Trust, as defined below), causes of action, liabilities, debts, suits, liens, damages, costs, losses and expenses of any kind and character, whether in law or in equity, in tort or in contract, whether now known, suspected, claimed, asserted or unasserted, contingent or fixed, arising prior to and concurrent with the Effective Date, which are based on or arise under the Alamo Agreement, the National Agreement, the ANC Agreement or otherwise in law or in equity (“Preexisting ▇▇▇▇▇ Systems Claims”). Preexisting ▇▇▇▇▇ Systems Claims expressly include claims for “termination damages” arising from, inter alia, the termination or breach of the ANC Agreement.

(b)           ▇▇▇▇▇ Systems shall either (a) retain its already filed, or (b) amend and re-file its (subject to review and verification for validity and allowance under the Bankruptcy Code) pre-petition “accounts receivable” claim against the Debtor’s estate (the “Receivables Claim”). ▇▇▇▇▇ Systems represents to the Debtors that the amount of the Receivables Claim does not aggregate more than $9 million. The Receivables Claim will be deemed a prepetition, unsecured claim (and allowed, once reviewed and verified as to validity, amount and allowance by the Official Committee of Unsecured Creditors and its advisors or the Trust). For ease of reference, ANC

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Liquidating LLC, or whichever entity is designated to liquidate the Debtors’ assets and wind up its affairs in any plan confirmed in the Bankruptcy Proceedings, shall be referred to herein as the “Trust,” and the person charged with responsibility for performing the Trust’s duties is hereinafter referred to as the “Trustee. If the Trust and ▇▇▇▇▇ Systems cannot agree as to the appropriate allowed amount of the Receivables Claim, then the Bankruptcy Court shall adjudicate any such dispute, but in no event shall ▇▇▇▇▇ Systems’ claims be greater than $9 million.

(c)           The Receivables Claim, once allowed as to amount and validity, will not be permitted any distribution from the Trust until the Trust’s claims reconciliation and avoidance action prosecution process are concluded by the Trustee and its advisors. At that point, the Trustee and its advisors will review the total of assets available for distribution and total allowed claims (taking into account all secured, administrative and priority claims ahead of unsecured creditors, as well as the fees and expenses of the Trust). After the Trustee pays or otherwise satisfies all such secured, administrative and priority claims, and pays all fees and expenses of the Trust, the Trustee will then calculate the pro rata distribution available to unsecured creditors by dividing the remaining assets for distribution by the allowed amount (in dollar value) of unsecured claims which for purposes of this calculation shall include the Receivables Claim in the amount ultimately allowed, either by agreement of the parties or by court order (the “Percentage Unsecured Distribution”). If the Percentage Unsecured Distribution available to all other holders of allowed general unsecured claims is equal to or less than five cents/dollar ($.05/$1.00), then the Receivables Claim (even once allowed as to amount and validity) will not receive any distribution from the Trust and ▇▇▇▇▇ Systems shall not thereafter pursue any further recovery from the Trust on account of the same. However, if the Percentage Unsecured Distribution available to all other holders of allowed general unsecured claims is greater than five cents/dollar ($.05/$1.00), then the Receivables Claim (once allowed as to amount and validity) will receive fifty percent (50%) of the Percentage Unsecured Distribution that all other holders of allowed unsecured claims receive. By way of example, if all other creditors receive an eight cents/dollar ($.08/$1.00) Percentage Unsecured Distribution, then the Receivables Claim shall receive a four cents/dollar ($.04/$1.00) Percentage Unsecured Distribution. Nothing in this Termination Agreement shall alter or affect any Trust agreement to be filed with and approved by the Bankruptcy Court.

4.             Debtors’ Chapter 11 Plan. ▇▇▇▇▇ Systems agrees it will not, itself or by lobbying or encouraging any third party to, take any action adverse to Debtors confirming a liquidating plan of reorganization in case number 01-11200 filed under Chapter 11 of the Bankruptcy Code (the “Bankruptcy Proceeding”, which shall be deemed to include any ancillary and successor cases arising out of or related thereto), subject to any fiduciary duties or obligations that ▇▇▇▇▇ Systems may have as a

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member of the Official Committee of Unsecured Creditors, provided that such liquidating plan of reorganization incorporates appropriate provisions of this Termination Agreement. Such “action adverse” would include either voting against confirmation or filing an objection with respect to confirmation of said plan.

5.             Termination of ANC Agreement. Except as specifically set forth in this Section 5, the ANC Agreement and all of the rights and obligations of ANC and ▇▇▇▇▇ Systems thereunder are hereby terminated on, and shall be of no further force and effect after, the Effective Date; provided, however that, notwithstanding this Section 5 and Section 13.11 of the ANC Agreement, the GreenWay/Odyssey License, and all other rights and obligations of ANC, National and ▇▇▇▇▇ Systems set forth in Sections 6.1(a), (b), (c) and (e) of the National Agreement, Sections 6.1, 6.2 and 6.3 of WO#1, and Sections 6.1 and 6.2 of the ANC Agreement (which relate to the protection of the parties’ confidential information), and only such provisions, shall survive and continue in full force and effect.

6.             Assignment of Rights under GreenWay/Odyssey License. ANC and National hereby assign to Newco, and ▇▇▇▇▇ Systems hereby consents to the assignment to Newco of, all rights and obligations of ANC and National under the GreenWay/Odyssey License including, without limitation, the perpetual, non-exclusive, non-transferable, fully-paid license and sublicense (as applicable) to copy, use perform, distribute and make Derivative Works of GreenWay 1.0, Odyssey, the GreenWay Modifications and the GreenWay/Odyssey Modifications. For the avoidance of doubt, after the assignment contemplated by this Paragraph 6, all rights and obligations of the parties under the ANC Agreement, the National Agreement and the Alamo Agreement shall be terminated and be of no further force and effect, as between ▇▇▇▇▇ Systems and, as the case may be, ANC Rental, Alamo or National, except Sections 6.1 and 6.2 of the ANC Agreement, which relate solely to the protection of the parties’ confidential information.

7.             Payment. On the Effective Date, ANC shall pay ▇▇▇▇▇ Systems, all amounts payable under the ANC Agreement (as modified by the Stipulation Among the Debtors and ▇▇▇▇▇ Systems Corporation approved by the Bankruptcy Court on March 7, 2003, and extended by ANC Rental and ▇▇▇▇▇ Systems by letter dated June 5, 2003) with respect to goods and services provided between May 1, 2003 through the Effective Date.

8.             Certain Terms. The following provisions are hereby incorporated into this Termination Agreement by reference (a) Article 12.0 of the ANC Agreement, and (b) Sections 10.1 through 10.7, 13.2, 13.4, 13.5, and 13.8 of the ANC Agreement.

9.             Attorneys Fees. Each party is responsible for its fees and expenses (including attorneys’ fees) relating to this Termination Agreement. Each party consents to the exclusive jurisdiction of the Bankruptcy Court to resolve any disputes arising out of this Termination Agreement.

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10.           Binding Nature. This Termination Agreement shall be binding on any trustee appointed in the Bankruptcy Proceedings.

The parties have executed this Termination Agreement on the Agreement Date through their duly appointed and authorized representatives.

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Annex 2

Schedule 3.1(c)

Supported Affiliates and Franchises/Licensees

Part A – Supported Affiliates

Part B – Franchisees/Licensees

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3

4

INTERNATIONAL LICENSEES

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6

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Annex 3

Schedule 3.4

Service Locations

The following are Supported Sites:

Note to Table: (R) denotes a redundant site as described in Part F of Exhibit B

The following are Remote Support Sites:

US NATIONAL REMOTE SUPPORT SITES

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3

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