Exhibit 10.24


 





CORPORATE


 


	
   

  	
  Bank of Scotland

  Corporate Banking

  PO Box 39900

  155 Bishopsgate

  London

  EC2M 3YB

  



 


Vanguard Rental (Holdings) Limited


(Company number 915008)


James House


55 Welford Road


Leicester


LE2 7AR


 


(the “Principal Borrower”)


and the Subsidiaries of the

Principal Borrower listed in the

Schedule hereto


 


December 2004


 


Dear Sirs


 


AMENDMENT
TO FACILITY LETTER DATED 3 DECEMBER 2004


 


We refer to the facility letter dated 3
December 2004 entered into between The Governor and Company of the Bank of
Scotland, the Principal Borrower and the Subsidiaries of the Principal Borrower
listed in the schedule hereto pursuant to which we have agreed to make
available to the Borrowers a revolving credit and overdraft facility of up to a
maximum aggregate principal amount of £30,000,000 on the terms and subject to
the conditions contained therein (the “Facility Letter”).


 


References in this letter to the “Facility Letter” shall, unless the context otherwise
requires, mean the Facility Letter as unamended by this letter.


 


Words and expressions defined in the Facility
Letter shall have the same meanings when used in this letter.


 


We hereby agree that the definition of “Test Period” set out in Schedule 4 of the Facility Letter
shall be deleted and replaced with the following:


 


““Test Period” means a period of 12 months ending on a
Quarterly Test Date.”


 


Save as amended by this letter, the
provisions of the Facility Letter shall continue in full force and effect. The
Facility Letter and this letter shall be read and construed as one instrument
so that all references in the Facility Letter to “this letter”, “hereunder”, “herein”
and similar expressions shall be references to the Facility Letter as amended
by this letter.


 


	
   

  	
  Part of the HBOS Group.

  
	
   

  	
  The Governor and Company of the Bank of Scotland,

  constituted by an Act of Parliament 1695.

  Head Office: The Mound Edinburgh EH1 1YZ

  Authorised and regulated by the Financial Services Authority.

  
	
   

  	
   

  
	
  www.bankofscotland.co.uk/corporate

  	
   

  



 

















 


This letter is supplemental to the Facility
letter and is a BoS Document.


 


This letter may be signed in any number of
counterparts and this shall have the same effect as if the signatures on the
counterparts were on a single copy of this letter.


 


This letter will be governed by and construed
in accordance with English law.


 


Yours faithfully


 


 


	
  /s/ [Illegible]

  	
   

  
	
  for and on behalf of

  
	
  THE GOVERNOR AND COMPANY

  
	
  OF THE BANK OF SCOTLAND

  



 


 


Agreed and accepted on behalf of Vanguard
Rental (Holdings) Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


Agreed and accepted on behalf of Vanguard
Rental (Group) Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 

















 


Agreed and accepted on behalf of Vanguard Rental Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


Agreed and accepted on behalf of Provincial Assessors Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


Agreed and accepted on behalf of Vanguard
Rental (Properties) Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


Agreed and accepted on behalf of Vanguard
Rental (Franchising) Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 

















 


Agreed and accepted on behalf of Vanguard
Rental (UK) Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


Agreed and accepted on behalf of Provincial
Securities Limited


 


	
  By

  	
  /s/ [Illegible]

  	
  Director

  
	
   

  
	
  /s/ [Illegible]

  	
  Director/Secretary

  
	
   

  	
   

  
	
  Date:

  
				



 


 


IMPORTANT
NOTICE:  As with any legally binding
agreement, we recommend that you consult your solicitor or other independent
legal adviser before accepting this letter.