Exhibit 10.30


 


	
  BANK OF SCOTLAND

  	
   

  
	
   

  	
  ASSET FINANCE

  
	
   

  	
   

  
	
   

  	
  Specialist
  Finance

  
	
   

  	
  City
  House

  
	
   

  	
  City
  Road

  
	
   

  	
  Chester

  
	
   

  	
  CH88 3AN

  



 


Vanguard Rental (UK) Limited


James House


55 Welford Road


Leicester


LE2 7AR


 


Vanguard Rental (Holdings) Limited (the “Guarantor”)


James House


55 Welford Road


Leicester


LE2 7AR


 


	
  26th
  January 2005

  	
   

  	
   

  	
   

  



 


Dear Sirs


 


AMENDMENT NO. 1 TO THE LETTER OF OFFER DATED 3 DECEMBER 2004


 


We refer to the letter of offer dated 3 December 2004 pursuant to which
we have agreed to make available to you vehicle financing facilities of up to a
maximum aggregate principal amount of £200,000,000 and a guarantee facility of
up to a maximum aggregate principal amount of €50,000,000, in each case on the
terms and subject to the conditions contained therein (the “Letter of
Offer”).


 


References in this letter to the Letter of Offer shall, unless the
context otherwise requires, mean the Letter of Offer as unamended by this
letter.


 


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


 


We hereby agree that, for the purposes of clauses 7.7(a) and 8.5(a) of
the Letter of Offer, the relevant monthly management accounts for the months of
March, June, September and December in each year may be provided within 45 days
of the relevant month end and clauses 7.7(a) and 8.5(a) of the Letter of Offer
shall be construed accordingly.


 


We hereby further agree that, for the purposes of clause 7.8 of the
Letter of Offer, the relevant compliance certificate to be delivered in respect
of each Quarter may be provided within 45 days of the end of the relevant
Quarter and clause 7.8 of the Letter of Offer shall be construed accordingly.


 


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


 


	
  www.bankofscotland.co.uk/business

  	
   

  	
  Bank
  of Scotland Asset Finance

  is a trading style of
  the 

  companies listed overleaf.

  
	
   

  	
  Part of HBOS Group

  	
   

  



 

















 


“herein” and similar expressions shall be references to the Letter of
Offer as amended by this letter.


 


This letter is supplemental to the Letter of Offer.


 


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/
  G.K. Stanley

  	
   

  
	
  for and on behalf of

  
	
  CAPITAL
  BANK plc

  
	
   

  
	
   

  
	
  Agreed
  and accepted:

  



 


 


	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  for and on behalf of

  
	
  Vanguard
  Rental (UK) Limited

  
	
  Date: 31/1/05

  
	
   

  
	
   

  
	
  Agreed
  and accepted:

  



 


 


	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  for and on behalf of

  
	
  Vanguard
  Rental (Holdings) Limited*

  
	
  Date: 31/1/05

  



 






* The
Guarantor consents to this letter and
confirms that its obligations under the guarantee dated 29 April 2002 shall
remain in full force and effect in respect of Vanguard’s obligations under,
inter alia, the Letter of Offer as amended by this letter.


 

















 


(iv)          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;


 


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


 


(vi)          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;


 


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


 


(vii)         a clause or appendix is a reference to a
clause of or appendix to this Letter of Offer;


 


(ix)           a time of day is a reference to London time;
and


 


(x)            a Potential Event of Default (other than an
Event of Default) which is “continuing” is a reference to a Potential Event of
Default which has not been remedied or waived and any reference to an Event of
Default which is “continuing” is a reference to an Event of Default which has
not been waived;


 


(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.