Exhibit 4.24


 


EXECUTION COPY


 


TERMINATION
AGREEMENT


 


This Termination Agreement (as the same may
be amended, supplemented or otherwise modified from time to time in writing by
the parties hereto, this “Agreement”) is entered into as of June 14,
2006, among Vanguard Car Rental USA Inc., a Delaware corporation (“Vanguard”).
Vanguard SPE I, Inc., a Delaware corporation (“Vanguard SPE”), Alamo
Financing L.P., a special purpose limited partnership established under the
laws of Delaware (“AFLP”). National Car Rental Financing Limited
Partnership, a special purpose limited partnership established under the laws
of Delaware (“NFLP”). General Motors Acceptance Corporation, a Delaware
corporation (“GMAC”). as Series 2003-2 Note Purchaser (in such capacity,
the “Series 2003-2 Note Purchaser”), and The Bank of New York, a New
York banking corporation, as trustee (the ‘Trustee”).


 


WHEREAS, Vanguard SPE has issued a Series
2003-2 Note pursuant to the Series 2003-2 Supplement, dated as of October 14,
2003 (as amended to date, the “Series 2003-2 Supplement”), by and
between the Trustee and Vanguard SPE, supplementing the Base Indenture dated as
of October 14, 2003 (as amended to date, the “Base Indenture”), by and
between Vanguard SPE, as Issuer and The Bank of New York, as Trustee;


 


WHEREAS, Vanguard has issued a Demand Note
pursuant to the Series 2003-2 Supplement to the Base Indenture;


 


WHEREAS, AFLP has issued a Series 2003-2 Note
pursuant to the Series 2003-2 Supplement, dated as of October 14, 2003 (as
amended to date, the “AFLP Series 2003-2 Supplement”), by and between
the Trustee and AFLP, supplementing the Base Indenture dated as of October 14,
2003 (as amended, supplemented, restated or otherwise modified from time to
time, the “AFLP Base Indenture”), by and between AFLP, as Issuer and The
Bank of New York, as Trustee;


 


WHEREAS, Vanguard has issued a Demand Note
pursuant to the AFLP Series 2003-2 Supplement to the AFLP Base Indenture (the “AFLP
Demand Note”);


 


WHEREAS, Vanguard has issued a Subordinated
Note pursuant to the AFLP Series 2003-2 Supplement to the AFLP Base Indenture
(the “AFLP Subordinated Note”);


 


WHEREAS, NFLP has issued a Series 2003-2 Note
pursuant to the Series 2003-2 Supplement, dated as of October 14, 2003 (as
amended to date, the “NFLP Series 2003-2 Supplement”), by and between
the Trustee and NFLP, supplementing the Base Indenture dated as of October 14,
2003 (as amended, supplemented, restated or otherwise modified from time to
time, the “NFLP Base Indenture”), by and between NFLP, as Issuer and The
Bank of New York, as Trustee;


 


WHEREAS, Vanguard has issued a Demand Note
pursuant to the NFLP Series 2003-2 Supplement to the NFLP Base Indenture (the “NFLP
Demand Note”);


 

















 


WHEREAS, Vanguard has issued a Subordinated
Note pursuant to the NFLP Series 2003-2 Supplement to the NFLP Base Indenture
(the “NFLP Subordinated Note”);


 


WHEREAS, AFLP and Vanguard have entered into
that certain Master Motor Vehicle Lease and Servicing Agreement, dated as of
October 14, 2003 (as amended to date the “AFLP Master Motor Vehicle Lease
and Servicing Agreement”);


 


WHEREAS, NFLP and Vanguard have entered into
that certain Master Motor Vehicle Lease and Servicing Agreement, dated as of
October 14, 2003 (as amended to date the “NFLP Master Motor Vehicle Lease
and Servicing Agreement”);


 


WHEREAS, the parties hereto have entered into
various Group VI Related Documents in connection with the Series 2003-2
Supplement;


 


WHEREAS, the parties to that certain Series
2003-2 Note Purchase Agreement, dated as of October 14, 2003 (as amended to
date the “Series 2003-2 Note Purchase Agreement”), among Vanguard SPE,
as Seller, Vanguard, as Servicer, and GMAC, as Series 2003-2 Note Purchaser,
desire to terminate the Series 2003-2 Note Purchase Agreement and the
Commitment thereunder on the Termination Date (as defined herein);


 


WHEREAS, the parties hereto desire to
terminate the Series 2003-2 Supplement, the Series 2003-2 Note, the Demand
Note, the AFLP Series 2003-2 Supplement, the AFLP Series 2003-2 Note, the AFLP
Demand Note, the AFLP Subordinated Note, the AFLP Master Motor Vehicle Lease
and Servicing Agreement, the NFLP Series 2003-2 Supplement, the NFLP Series
2003-2 Note, the NFLP Demand Note, the NFLP Subordinated Note and the NFLP
Master Motor Vehicle Lease and Servicing Agreement in connection with the
termination of the Series 2003-2 Note Purchase Agreement, as set forth herein;


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


1.             Definitions.
Capitalized terms used herein and not otherwise defined shall have the meanings
specified in the Series 2003-2 Supplement or, if not defined therein, shall
have the meanings specified in the Base Indenture.


 


2.             Termination
of the Series 2003-2 Note Purchase Agreement. Pursuant to Section 2.05 of
the Series 2003-2 Note Purchase Agreement, each of Vanguard SPE, Vanguard, and
GMAC, hereby agrees that upon receipt by the Trustee of $406,324,826.76 (the “Payoff
Amount”) in immediately available funds by wire transfer, which funds represent
all principal, interest, fees and other amounts owing under the Series 2003-2 Note
Purchase Agreement, the Series 2003-2 Note Purchase Agreement will be
terminated. The date of such receipt of the Payoff Amount by the Trustee is
herein referred to as the “Termination Date”.


 


The Trustee and the Series 2003-2 Note
Purchaser hereby acknowledge that upon payment of the amounts referenced in
this Section 2 there will be no other amounts due or


 


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owing from Vanguard SPE or Vanguard in respect of the Series 2003-2
Note or the documents delivered in connection therewith (other than the Base
Indenture).


 


Notwithstanding the provisions of this
Section 2, the Series 2003-2 Note Purchaser hereby agrees to make an interest
rate rebate payment to Vanguard SPE, in the amount of $4,010,979.52, in
immediately available funds by wire transfer, on or prior to June 30, 2006.


 


3.             Termination
of the Series 2003-2 Supplement to the Base Indenture. Pursuant to Section
9.1 of the Series 2003-2 Supplement to the Base Indenture, each of Vanguard SPE
and the Trustee hereby agrees that, upon receipt of the Payoff Amount by the
Trustee, the Series 2003-2 Supplement to the Base Indenture shall be terminated
as of the Termination Date.


 


4.             Termination
of the Series 2003-2 Notes. The Series 2003-2 Note Purchaser, and the
Trustee hereby agree that, upon receipt of the Payoff Amount by the Trustee,
all of the obligations of Vanguard SPE with respect to each Series 2003-2 Note
will have been fully paid and satisfied and that simultaneously with the
termination of the Series 2003-2 Supplement to the Base Indenture, each Series
2003-2 Note will be deemed terminated and shall be surrendered by the Series
2003-2 Note Purchaser to the Trustee in accordance with the terms of the Series
2003-2 Supplement and the Base Indenture.


 


5.             Termination
of the Demand Note. Vanguard SPE, Vanguard and the Trustee hereby agree
that on the Termination Date the Demand Note shall be returned to Vanguard and
all of the obligations of Vanguard under the Demand Note shall be deemed fully
paid and satisfied and the Demand Note shall be deemed terminated.


 


6.             Termination
of the AFLP Series 2003-2 Supplement to the AFLP Base Indenture. AFLP and
the Trustee hereby agree that, on the Termination Date the AFLP Series 2003-2
Supplement to the AFLP Base Indenture shall be terminated and all of the obligations
of the parties thereto under the AFLP Series 2003-2 Supplement to the AFLP Base
Indenture shall be deemed fully paid and satisfied as of the Termination Date.


 


7.             Termination
of the AFLP Series 2003-2 Notes. AFLP, and the Trustee hereby agree that on
the Termination Date, all of the obligations of AFLP with respect to each AFLP
Series 2003-2 Note will be deemed fully paid and satisfied and that simultaneously
with the termination of the AFLP Series 2003-2 Supplement to the AFLP Base
Indenture, each AFLP Series 2003-2 Note will be terminated and shall be
surrendered by the Trustee to AFLP.


 


8.             Termination
of the AFLP Demand Note. Vanguard, AFLP and the Trustee hereby agree that
on the Termination Date the AFLP Demand Note shall be returned to Vanguard and
all of the obligations of Vanguard under the AFLP Demand Note shall be deemed
fully paid and satisfied and the AFLP Demand Note shall be deemed terminated.


 


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9.             Termination
of the AFLP Subordinated Note. Vanguard and AFLP hereby agree that on the
Termination Date the AFLP Subordinated Note shall be returned to Vanguard and
all of the obligations of Vanguard under the AFLP Subordinated Note shall be
deemed fully paid and satisfied and the AFLP Subordinated Note shall be deemed terminated.


 


10.           Termination
of the AFLP Master Motor Vehicle Lease and Servicing Agreement. AFLP and
Vanguard hereby agree that, on the Termination Date the AFLP Master Motor
Vehicle Lease and Servicing Agreement shall be terminated and all of the obligations
of the parties thereto under the AFLP Master Motor Vehicle Lease and Servicing
Agreement shall be deemed fully paid and satisfied as of the Termination Date.


 


11.           Termination
of the NFLP Series 2003-2 Supplement to the NFLP Base Indenture. NFLP and
the Trustee hereby agree that, on the Termination Date the NFLP Series 2003-2
Supplement to the NFLP Base Indenture shall be terminated and all of the obligations
of the parties thereto under the NFLP Series 2003-2 Supplement to the NFLP Base
Indenture shall be deemed fully paid and satisfied as of the Termination Date.


 


12.           Termination
of the NFLP Series 2003-2 Notes. NFLP, and the Trustee hereby agree that on
the Termination Date, all of the obligations of NFLP with respect to each NFLP
Series 2003-2 Note will be deemed fully paid and satisfied and that simultaneously
with the termination of the NFLP Series 2003-2 Supplement to the NFLP Base
Indenture, each NFLP Series 2003-2 Note will be terminated and shall be
surrendered by the Trustee to NFLP.


 


13.           Termination
of the NFLP Demand Note. Vanguard, NFLP and the Trustee hereby agree that
on the Termination Date the NFLP Demand Note shall be returned to Vanguard and
all of the obligations of Vanguard under the NFLP Demand Note shall be deemed
fully paid and satisfied and the NFLP Demand Note shall be deemed terminated.


 


14.           Termination
of the NFLP Subordinated Note. Vanguard and NFLP hereby agree that on the
Termination Date the NFLP Subordinated Note shall be returned to Vanguard and
all of the obligations of Vanguard under the NFLP Subordinated Note shall be
deemed fully paid and satisfied and the NFLP Subordinated Note shall be deemed terminated.


 


15.           Termination
of the NFLP Master Motor Vehicle Lease and Servicing Agreement. NFLP and
Vanguard hereby agree that, on the Termination Date the NFLP Master Motor
Vehicle Lease and Servicing Agreement shall be terminated and all of the obligations
of the parties thereto under the NFLP Master Motor Vehicle Lease and Servicing
Agreement shall be deemed fully paid and satisfied as of the Termination Date.


 


16.           Execution
in Counterparts. THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO IN
SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL
OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME AGREEMENT.


 


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17.           Waiver
of Notices. Except as otherwise provided herein the parties to this Agreement
agree that all the notices to which they are entitled under the documents referenced
in this Agreement shall be hereby waived.


 


18.           Governing
Law. This Agreement shall be deemed to be a contract made under and
governed by the internal laws of the State of New York.


 


19.           Headings.
The various headings of this Agreement are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or any
provisions hereof or thereof.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of day and year first above written.


 


	
   

  	
  VANGUARD SPE I INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard J. Kennell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerard J. Kennell

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL MOTORS

  
	
   

  	
  ACCEPTANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. G. Mcleod

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. G. MELEOD

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALAMO FINANCING L.P.

  
	
   

  	
   

  
	
   

  	
  By: ALAMO FINANCING L.L.C.,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


Termination Agreement


 

















 


	
   

  	
  NATIONAL CAR RENTAL

  
	
   

  	
  FINANCING LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: NATIONAL CAR RENTAL

  
	
   

  	
  FINANCING CORPORATION, its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


Termination Agreement


 

















 


	
  ACKNOWLEDGED AND AGREED TO BY:

  
	
   

  
	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
  Name:

  	
  JOHN BOBKO

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  
				



 


Termination Agreement