Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment as indicated by [REDACTED] and separately filed with the Commission.

Exhibit 10.34

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment as indicated by [REDACTED] and separately filed with the Commission.

August 16, 2005

▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
President and CEO
Vanguard Car Rental USA Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Dear ▇▇. ▇▇▇▇▇▇:

This confirms the agreement (“Agreement”) between Vanguard Car Rental USA Inc. (“Vanguard”) and General Motors (“GM”) regarding the 2005 and 2006 Model Year Daily Rental Purchase Program, other incentives available to Vanguard, conditions attached to each class of incentives and, the availability of and purchase requirements for a daily rental model year program for model years 2007 and 2008. The terms are set forth below:

2005MY DAILY RENTAL PURCHASE PROGRAM

1.                                       Vanguard shall purchase or lease from GM dealers of Vanguard’s choice a minimum of 230,000 2005 model GM vehicles under the terms and conditions of GM’s 2005 Model Year Daily Rental Purchase Program (refer Attachment 1). In order to qualify for the incentives described herein and in consideration thereof, Vanguard has agreed to purchase these GM vehicles in a mix which includes a considerable number of GM’s higher priced models and which represents a higher percentage of these units than Vanguard otherwise would purchase. The agreed mix of units is as follows:

* Includes [REDACTED] Malibu Maxx units

•                  Vanguard agrees to make payment on units noted in Paragraph 1 to the ordering dealer immediately upon delivery.

•                  If additional allocation becomes available in the following brands, Cobalt, G6, LaCrosse, GM and Vanguard will attempt to remix the above volume.

•                  XM Radio will be activated on all units ordered/produced with XM Radio. The monthly charge established for this service will be competitive with rates charged to Vanguard’s competitors for like volumes.

a.               In exchange for Vanguard’s commitment of placing a minimum volume of 230,000 units, GM agrees to provide the following scheduled bonus payments, according to the following non-cumulative minimum rate of payment, provided vehicle production orders are entered in GM’s Vehicle Order Management System (VOMS) by November 7, 2004.

2004CY Production – Schedule A

1.               For units in excess of [REDACTED] GM will continue to make payment to Vanguard at the same rate per unit as the highest rate of payment

2.               All bonus payments will be made in January of 2005, in accordance with the terms and conditions noted in Section 5 of this Agreement.

b.              Provided that a minimum volume of 230,000 Vanguard orders are entered into VOMS by April 17, 2005 and are accepted for final model year production by July 31, 2005, GM shall pay to Vanguard the following total model year volume bonus payment, according to the following non-cumulative minimum rate of payment.

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2005MY Production – Schedule B

1.               For units in excess of 230,000 units, GM will continue to make payment to Vanguard at the highest rate of payment.

2.               All bonus payments will be made in July of 2005, in accordance with the terms and conditions noted in Section 5 of this Agreement.

c.               In exchange for the Agreement to purchase, promote and service the number of 2005 models and in a vehicle mix satisfactory to GM, as described in Section 1 of this Agreement, GM will provide Vanguard with the sum of $ [REDACTED], in addition to any incentives due under the terms and conditions of GM’s 2005 Model Year Daily Rental Purchase Program. Payment of this sum will be made upon conversion and submission of such vehicles in accordance with Section 6 of this Agreement.

Should Vanguard not purchase or lease the 230,000 units at the agreed mix in Model Year 2005 or for Model Year 2006, upon demand, Vanguard shall remit to General Motors all the applicable pro-rated amount for any year that Vanguard does not order 230,000 units.

2.                                       GM shall make available to Vanguard the YT1 2005MY Daily Rental Short-Term Purchase Program (Attachment 2) with a cap of [REDACTED]% of the total 230,000 volume purchase. IF the limits for YT1 are exceeded, GM will request reimbursement for depreciation and interest for the number of units that exceed the YT1 limits. Specified quantities and brands are described in Attachment 2(a) and incorporated herein by reference.

a.               GM shall permit [REDACTED] units each of the following brands, Equinox, ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇, Uplander, Terraza and Montana SV6 ordered by Vanguard under the 2005MY Daily Rental Short-Term Purchase Program to be purchased by GM within 3 months of in-service without penalty.

b.              GM shall pay to Vanguard a depreciation credit upon application of such eligible units under the YT1 2005MY Daily Short Term Purchase Program. Payment of this depreciation adjustment will be made in accordance with Section 6.

If the total model year volume purchase falls below 230,000 (excluding any build out shortages or other GM related work stoppages), the maximum Short-Term Vehicle

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Purchase Program (YT1) volume will drop proportionately (Total volume purchase less than 230,000 by 10%, short-term volume maximum is reduced by 10%).

3.                                       GM agrees to offer Vanguard a 2005MY Reclassification Program. Under this program, GM will provide Vanguard with program guidelines and specific model allowances (refer to Attachment 3). Vanguard will be required to provide a VIN listing with supporting detail of eligible units under this program prior to receiving payment. In addition, incentive applications must be made quarterly and sent in an electronic media transmission to GM’s Remarketing Information System (RIMS). Payment will be made Quarterly upon submission of such vehicles.

2005 MODEL YEAR GENERAL TERMS & CONDITIONS:

4.                                       In all advertising and promotional materials, Vanguard undertakes for the 2005 Model Year (September 1, 2004 through August 31, 2005), Vanguard will feature only GM products where any vehicle is featured or promoted and where like GM product is available. During the term of this Agreement, Vanguard shall provide such space and shall include such tag lines as is in accordance with the custom of the trade and industry. Refer to Attachment 4 for further guidelines relative to advertising and promotional materials.

5.                                       GM and Vanguard agree, until all terms and conditions of this Agreement have been fulfilled, GM, as an accommodation to Vanguard, but without any contractual or legal obligation to do so, will pay to Vanguard the pro rata portion of the sum(s) described in Paragraphs 1a, 1b and 1c, by the 25^th day of the month following vehicle delivery and receipt of an electronic media transmission to GM’s Remarketing Information System (RIMS) by GM provided GM receives Vanguard’s electronic media transmission by the last business day of the month unless otherwise stated in each provision. An electronic media transmission received after the last business day of the month will be paid by the 25^th of the following month. This electronic media transmission must Include VIN numbers on the portion of the minimum [REDACTED] units delivered in the preceding month and model year. Vanguard also shall provide to GM, at the end of each month, a schedule of 2004 and 2005 model vehicle returns by vehicle size (e.g., economy, midsize, etc.) by month of the 2004 and 2005 calendar years.

6.                                       As a condition of payment described in Paragraphs 1(a), 1(b) and 1(c) herein, Vanguard will provide to GM, at the beginning of each month, a schedule of anticipated purchases of 2005 model year vehicles (Model Year Fleet Plan) by division and car line, by month and model year. Vanguard also shall provide to GM, at the end of each month, a schedule of 2004 and 2005 model vehicle returns by vehicle size (e.g. economy, midsize, etc.) by month of the 2004 and 2005 calendar years.

7.                                       In the event that Vanguard chooses to cancel any order, placed by Vanguard through its respective dealers, at Event Code 3000, as described in the GM Order Guide, GM will assess a penalty of $500 per vehicle to be paid to GM upon demand.

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8.                                       Vanguard’s orders for [REDACTED] 2005MY Grand Am and [REDACTED] Classic vehicles, as noted in Paragraph 1, will be submitted for production according to the fixed monthly percentage production chart noted on Attachment 5.

MODEL YEAR 2006

9.                                       Vanguard shall purchase or lease from GM dealers of Vanguard’s choice a minimum of [REDACTED] 2006 model GM vehicles under the terms of a daily rental purchase program for 2006 established by GM that will be comparable to the 2005MY Daily Rental Purchase Program. GM reserves the right to place new models (as defined by GM) on any of the four (4) 2006MY purchase percentage tiers or create a new tier.

10.                                 GM shall permit to Vanguard a minimum availability of [REDACTED]% of the Daily Rental Short-Term Purchase Program (YT1) based on the total aggregate agreed upon volume for model year 2006.

The vehicle mix and production timing in Model Year 2006 will be reasonably satisfactory to both parties.

11.                                 Provided Vanguard’s purchase of 2006MY vehicles is within the parameters (other than change of ordering dates) set forth in Paragraph 1(a), 1(b) and 1(c) above, GM shall pay Vanguard 2006 Daily Rental Purchase Program incentives at the same rate as set forth in sections 1(a), 1(b) and 1(c)

MODLE YEAR 2007 through 2008

12.                                 For Model Years 2007 and 2008, GM shall provide a competitive daily rental purchase program for Vanguard structured like the 2005MY Daily Rental Purchase Program including a competitive incentive package that is similar to programs offered by other automotive manufacturers. GM reserves the right to place new models (as defined by GM) on any of the four (4) 2007MY - 2008MY purchase percentage tiers or create a new tier.

13.                                 During the model years 2007 through 2008, providing GM can meet Vanguard’s fleet purchase requirements, Vanguard agrees to maintain a minimum GM share penetration of 75% of Vanguard Fleet Purchases and Leases.

14.                                 GM shall provide Vanguard with at least twelve (12) months prior written notice after the 2008 Model Year if GM makes the business decision to discontinue its purchase programs. This notice of discontinuance pertains only to Model Years after and beyond Model Year 2008.

GENERAL

15.                                 During the term of this Agreement, in all advertising and promotional materials, which Vanguard undertakes, Vanguard shall feature only GM products where any vehicle is

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featured or promoted and where like GM product is available. Accordingly, Vanguard shall allow such space and include such tag lines as is in accordance with the custom of the trade and industry.

16.                                 All volume and mix requirements are subject to reasonable minor adjustments based upon mutual agreement between the parties when the exact circumstances faced by both parties are known at the time of vehicle delivery. It is understood that these adjustments may require Vanguard to purchase a comparably priced mix of product.

17.                                 In the event that either party cannot fulfill any terms of this Agreement due to events beyond its control, such as acts of God, labor disputes, and severe economic downturns as defined by the Federal Government, the parties will enter negotiations with the intent of allowing both to continue business without substantial penalty.

18.                                 Vanguard agrees to retain any documents or records relevant to vehicles purchased under this Agreement or any GM program and/or claims submitted for payment under this Agreement or any other GM program for two years after the close of the program. Vanguard agrees to permit any designated representative of GM to examine, audit and take copies of any accounts and records Vanguard is to maintain under this Agreement. Vanguard agrees to make such accounts and records readily available at its facilities during regular business hours. GM agrees to furnish Vanguard with a list of any reproduced records.

19.                                 This agreement is confidential and proprietary information of GM and Vanguard and is intended for the sole use by GM and Vanguard and is not to be disclosed to any third parties, except as required by applicable law. If Vanguard is required to disclose this information, Vanguard will notify GM in advance of such disclosure in order to allow GM an opportunity to protect the confidentiality of this information. Failure to maintain confidentiality of the terms of this agreement may result in loss of Fleet Authorization privileges with regard to future purchases.

This letter amends the Letter Agreement, dated October 14, 2003, between CAR Acquisition Company LLC, Vanguard, Cerberus Capital Management, L.P. and General Motors in that is sets forth specific number and types of units to be purchased from General Motors dealers for Model Year 2005 and these terms shall be substantially the same for Model Year 2006. The parties have not set specific mix purchase targets for either Model Year 2007 or Model Year 2008.

Paragraph 3 of the Letter Agreement of October 14, 2004 said:

1.                                       Purchaser [CAR Acquisition Company LLC] and Operating Newco [Vanguard Car Rental USA, Inc. (including any successor thereto)] agrees that with respect to the 2006 Model Year, to the extent that the depreciation freeze program contemplated by paragraph 7 of the letter agreement, dated July 16, 2003, among GM, Cerberus, Purchaser and Operating Newco is in effect for Model) Year 2006, the incentive payments that would be otherwise due and payable by

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GM to Operating Newco January and July 2006 may be deferred by GM, and if so deferred, shall be promptly paid by GM to Operating Newco on a monthly basis as and when the exposure of GM as a result of any actual or potential Freeze Period (as defined in such letter agreement) is reduced. For example, if the January and July 2006 incentive payments aggregate to $[REDACTED] million, and the depreciation freeze program contemplated by paragraph 7 of the letter agreement is in effect, then GM may defer payment of any portion of the $[REDACTED] million until such data that, as a result of the purchase by GM of 2006 Model Year vehicles under the GM Purchase Agreement of otherwise, the dollar amount of the exposure of GM as a result of any actual or potential Freeze Period is equal to or less than $[REDACTED] million and if, as a result of purchases by GM of vehicles under the GM Purchase Agreement, such exposure is reduced to $[REDACTED] million at the end of the subsequent month, GM shall promptly remit $[REDACTED] million of the deferred incentive payments to Operating Newco.

It is the intent of the parties to leave that provision of the Agreement of October 4, 2004 unchanged and fully effective.

On behalf of the General Motors’ Car and Truck Divisions, I would like to express my appreciation for your business and hope this Agreement will continue to strengthen our business relationship.

Please return a copy of this letter acknowledging your agreement to the above.

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Attachment 1 - Part 1 of 2

GENERAL MOTORS CORPORATION
2005 MY DAILY RENTAL PURCHASE PROGRAM GUIDELINES

1.                                       PROGRAM NAME AND NUMBER:

2005 Model Year Daily Rental Purchase Program for Daily Rental Operators - Program No. 01-05.

2.                                       PROGRAM DESCRIPTION:

To provide General Motors dealers certain purchase information on selected 2005 model year passenger cars and light duty trucks sold and delivered by GM dealers to qualified daily rental operators and eligible for purchase by General Motors in accordance with the guidelines herein.

3.                                       PROGRAM ALLOWANCES:

The purchase amount shall be calculated as a percent of dealer invoice including freight. The purchase percentage varies month by month and is determined by the month the vehicle is returned to and accepted by General Motors in accordance with GM Auction Guidelines.

•                                          Vehicles are assigned into one of the four tier groups. (Refer Attachment “A” for tier composition and Attachment “B” for respective tier monthly purchase percentage).

•                                          The daily purchase rate equals the change in the monthly rate divided by the number of calendar days for that month.

•                                          Depreciation from capitalized cost will be based on specific purchase percentages of dealer invoice, scaled by vehicle assignment into one of four tier groups. Purchase percentages vary by month of return to and acceptance by GM (out-of-service date as described in Attachment “B”).

•                                          In-service date shall be five (5) days following the expiration in-transit date as shown on the factory invoice.

•                                          Out-of-service date shall be the date the vehicle is returned to an approved GM turn-in site provided the rental company meets all program parameters and completes the sign-off procedures.

Vehicles are not eligible for Preferred Equipment Group (P.E.G.)/Option Group discounts.

The following models are not eligible: XLR, Corvette, Van Conversions (including Hi-Cube and Stepvan), and Full Size Cargo Vans.

Vehicles delivered from dealer inventory are not eligible for enrollment in the 2005 Daily Rental Purchase Program.

Dealers will receive seven (7) additional days following the expiration of transit time before the invoice is due for payment, in lieu of interest credit days. Vehicle payment is due upon delivery to the fleet customer (if prior to invoice interest commencement date). By providing this additional allowance, interest reimbursements will not be made for vehicles arriving one (1) to seven (7) days after the expiration of transit time. Vehicles arriving more than ten (10) days after the interest commencement date are eligible for reimbursement under the GM In-Transit Credit Program.

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4.                                       ORDER/ DELIVERY/IN-SERVICE/PRODUCTION PERIOD:

Order - beginning with announcement of the 2005 model year program and ending when dealers are notified that 2004 model year orders are no longer being accepted.

All Orders must be received under the FDR order type.

Delivery, In-Service, Production - 2005 model year.

Delivery must be reported as an 020 – Daily Rental Delivery type

IMPORTANT - Acceptance of an order on any vehicle line does not constitute a commitment to build or to build in a requested time frame.

Minimum In-Service Period - None.

Maximum In-Service Period - 24 months or July 31, 2007 (which ever occurs first).

Mileage Requirements:

•                                          No maximum mileage limitations.

•                                          Refer to Attachment “B” for excess mileage penalties.

All units to be purchased by General Motors Corporation under this program must be returned and accepted by July 31, 2007. Non-returned vehicles must remain in service a minimum of six (6) months (180 days) from in-service date as noted on page 1 of these program guidelines. GM reserves the right to audit the rental company to ensure compliance with the minimum six (6) month in-service requirement. Frame, fire and/or water damaged vehicles which are ineligible for purchase have no minimum in-service period. Documentation on these vehicles must be retained on file for audit purposes.

5.                                       ELIGIBLE MODELS/REQUIRED OPTIONS AND/OR ORDER TYPES:

All new and unused 2005 General Motors models, specified on Attachment “A”, with required minimum factory installed equipment levels specified on Attachment “C” (pgs 1-34) and processing options ordered for qualified daily rental operators for use as daily rental vehicles and delivered by GM dealers. (Refer to 10A).

All qualified fleet orders for eligible models received from dealers must contain a valid Fleet Order Type - FDR.

Ordering Instructions: All purchase orders must contain fleet processing option VN9 and your customer UPC processing code. Vehicles must be ordered with minimum option requirements specified on Attachment “C”.

Dealer must take full responsibility for including the proper processing option on all orders. Should errors occur in the ordering of vehicles, resulting in diversions or reinvoicing, the dealer may be charged an administrative fee.

All qualified fleet orders for eligible models received from the dealer must contain the Fleet Account Number (FAN) of record and account name.

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The ordering entity is responsible for checking dealer order acknowledgements to verify accuracy of order submitted.

Dealer orders currently on hand or in the system that qualify under this program, unless they do not contain the appropriate processing options, can be amended or canceled and reordered if they have not been released to production. This is the ordering dealer’s responsibility.

Fleet orders submitted with Fleet Processing Option VN9 and incompatible retail incentive options will be rejected with an error message.

Colors Not Eligible for Purchase - Refer Mandatory Optional Equipment.

Required Options - Processing Option VN9 and your customer assigned UPC processing code must be ordered by the dealer on purchase vehicles to be enrolled in the 2004 Model Year Daily Rental Purchase Program. Processing Option VN9 will provide a net invoice - less holdback.

6.                                       COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS:

Vehicles enrolled in the 2005 Model Year Daily Rental Purchase Program are not eligible for any other fleet/retail program, including, but not limited to, the Dealer Fleet Ordering Assistance Program (VQ), and any General Motors Dealer Rent A Car program.

7.                                       METHOD OF APPLICATION: Not Applicable.

8.                                       METHOD OF PAYMENT:

Check to title holder or financial institution upon receipt and clearance of proper paperwork at an approved GM turn-in site and General Motors Corporation.

Purchase payment is made in the form of a check to the title holder or financial institution at the address shown on the title, or address information received in the form of a RAVE record, unless prior arrangements are made.

The Payment Modification System (PMS) provides an effective method to redirect purchase checks to lending institutions as co-payee with the titled owner.

If a lender and a daily rental operator desire co-payee/redirection, please direct requests for additional information in writing to:

9.                                       FINAL DATE FOR SUBMISSION OF APPLICATIONS AND RESOLUTION OF ALL APPLICABLE REJECTS: Not Applicable

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10.                                 OTHER PROGRAM GUIDELINES:

A.                                   This is the General Motors guideline regarding the definition of a “rental vehicle”:

“The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing and not rental and will make the vehicle ineligible for purchase.”

In the event a vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions will not be considered rental and will be ineligible for purchase. If necessary General Motors will audit the rental company to ensure compliance with this guideline.

B.                                     All General Motors general guidelines and definition of terms relative to incentive programs (refer to General Motors Dealer Sales Allowance and Incentive Manual Articles 2 and 3) that were supplied to your dealership apply to this program.

C.                                     All eligible units must be delivered to the ultimate customer through a General Motors dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or individual are ineligible for payment.

D.                                    All deliveries to customers with a valid Fleet Account Number (FAN) must be reported as 020 Daily Rental fleet delivery regardless of order type.

E.                                      Failure to comply with these guidelines may result in the dealer being disqualified for future participation in fleet programs and terminations of dealer sales and service agreement.

F.                                      Orders not produced during the 2005 model production period will be canceled. There are no provisions for dealers and/or rental customers to receive any allowance for canceled orders.

G.                                     Capitalized cost shall be calculated at dealer cost of base vehicle and optional equipment, plus freight, less Hawaii excise tax and tire weight tax, if applicable.

H.                                    General Motors reserves the right to cancel, amend, revise, or revoke any program at any time based on its sole business judgements. Final decisions in all matters relative to the interpretation of any rule or phase of this activity rests solely with General Motors.

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Attachment A

2005 Model Year - Daily Rental Fleet Program

Tier Repurchase Program

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Attachment B

2005 Model Year - Daily Rental Fleet Program Residual Value Purchase Program

Major Program Features

Avg. Invoice/lncludes DFC

•                  100% Purchase Program

•                  Purchase amount calculated as percent of Capitalized Cost based on month of return to & acceptance by GM

•                  The daily purchase rate equals the monthly rate difference divided by the number of days in that month

•                  No Minimum In-Service

•                  24 Month Maximum in-Service

•                  No Maximum Mileage Limitations

•                  Effective date of mileage change is the first day of the month

•                  Out-of-stock vehicles not eligible

•                  All units to be purchased by General Motors must be returned and accepted by:

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Attachment 1

GENERAL MOTORS CORPORATION

2005 MY SHORT-TERM YT1 - DAILY RENTAL PURCHASE PROGRAM GUIDELINES

1.                                       PROGRAM NAME AND NUMBER:

2005 Model Year Daily Rental Purchase Program for Daily Rental Operators - Program No. 01-05S.

2.                                       PROGRAM DESCRIPTION:

To provide General Motors dealers certain purchase information on selected 2005 model year passenger cars and light duty trucks sold and delivered by GM dealers to qualified daily rental operators and eligible for purchase by General Motors in accordance with the guidelines herein.

This program contains the following attachments:

3.                                       PROGRAM ALLOWANCES:

The purchase amount shall be calculated beginning with dealer invoice including freight. Deducted from Dealer Invoice will be depreciation factored on the monthly depreciation rate times 12 months and divided by 365 days in the year multiplied by the number of days in service determined by the day the vehicle is returned to and accepted by General Motors in accordance with GM Turnback Standards & Procedures.

•                                          Return purchase amount will be net of calculated depreciation and applicable damage including MET items and/or mileage penalties as well as any other applicable administration fees as noted in the GM Turnback Standards & Procedures.

•                                          In-service date shall be five (5) days following the expiration in-transit date as shown on the factory invoice.

•                                          Out-of-service date shall be the date the vehicle is returned to an approved GM turn-in site provided the rental fleet customer meets all program parameters and completes the sign-off procedures.

Vehicles are not eligible for Preferred Equipment Group (P.E.G.)/Option Group discounts.

The following models are not eligible: Corvette, XLR, Van Conversions (including Hi-Cube and Stepvan), and Full Size Cargo Vans.

Vehicles delivered from dealer inventory are not eligible for enrollment in the 2005 Daily Rental Purchase Program.

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Dealers will receive seven (7) additional days following the expiration of transit time before the invoice is due for payment, in lieu of interest credit days. Vehicle payment is due upon delivery to the fleet customer (if prior to invoice interest commencement date). By providing this additional allowance, interest reimbursements will not be made for vehicles arriving one (1) to seven (7) days after the expiration of transit time. Vehicles arriving more than ten (10) days after the interest commencement date are eligible for reimbursement under the GM In-Transit Credit Program.

4.                                       ORDER/ DELIVERY/IN-SERVICE/PRODUCTION PERIOD:

Order - beginning with announcement of the 2005 model year program and ending when dealers are notified that 2005 model year orders are no longer being accepted.

Delivery

All eligible units must be delivered to the ultimate customer through a General Motors dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or individual are ineligible for payment.

All deliveries to customers with a valid Fleet Account Number (FAN) must be reported as fleet deliveries regardless of order type.

IMPORTANT - Acceptance of an order on any vehicle line does not constitute a commitment to build or to build in a requested time frame.

In-Service Requirements

Minimum In-Service Period - 5 months

Maximum In-Service Period -12 months

Mileage Requirements:

•                                          0-150 days in Service -19,000 Free Miles

•                                          151 -365 days in Service - 24,000 Free Miles

•                                          Mileage Penalty: $0.25/excess mile

All units to be purchased by General Motors Corporation under this program must be returned and accepted by July 31, 2005. Non-returned vehicles must remain in service a minimum of six (6) months (180 days) from in-service date as noted on page 1 of these program guidelines. GM reserves the right to audit the rental company to ensure compliance with the minimum six (6) month in-service requirement. Frame, fire and/or water damaged vehicles which are ineligible for purchase have no minimum in-service period. Documentation on these vehicles must be retained on file for audit purposes.

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5.                                       ELIGIBLE MODELS/REQUIRED OPTIONS AND/OR ORDER TYPES:

All new and unused 2005 General Motors models, specified on Attachment B, with required minimum factory installed equipment levels specified on Attachment A and processing options ordered for qualified daily rental operators for use as daily rental vehicles and delivered by GM dealers. (Refer to 10A).

All qualified fleet orders for eligible models received from dealers must contain a valid Fleet Order Type.

Ordering Instructions: All purchase orders must contain fleet processing option ▇▇▇, ▇▇▇ and your customer UPC processing code. Vehicles must be ordered with minimum option requirements specified on Attachment “A”.

Dealer must take full responsibility for including the proper processing option on all orders. Should errors occur in the ordering of vehicles, resulting in diversions or reinvoicing, the dealer may be charged an administrative fee.

All qualified fleet orders for eligible models received from the dealer must contain the Fleet Account Number (FAN) of record and account name.

The ordering entity is responsible for checking dealer order acknowledgements to verify accuracy of order submitted.

Dealer orders currently on hand or in the system that qualify under this program, unless they do not contain the appropriate processing options, can be amended or canceled and reordered if they have not been released to production. This is the ordering dealer’s responsibility.

Fleet orders submitted with Fleet Processing Option VN9 and incompatible retail incentive options will be rejected with an error message.

Colors Not Eligible for Purchase - Refer Mandatory Optional Equipment.

Required Options - Processing Option VN9, YT(x) and your customer assigned UPC processing code must be ordered by the dealer on purchase vehicles to be enrolled in the 2005 Model Year Daily Rental Purchase Program. Processing Option VN9 will provide a net invoice - less holdback.

6.                                       COMPATIBLE INCENTIVE/ALLOWANCE PROGRAMS:

Vehicles enrolled in the 2005 Model Year Daily Rental Purchase Program are not eligible for any other fleet/retail program, including, but not limited to, the Dealer Fleet Ordering Assistance Program (VQ), and any General Motors Dealer Rent A Car program.

7.                                       METHOD OF APPLICATION: Not Applicable.

8.                                       METHOD OF PAYMENT:

Check to title holder or financial institution upon receipt and clearance of proper paperwork at an approved GM turn-in site and General Motors Corporation.

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Purchase payment is made in the form of a check to the title holder or financial institution at the address shown on the title, or address information received in the form of a RAVE record, unless prior arrangements are made.

The Payment Modification System (PMS) provides an effective method to redirect purchase checks to lending institutions as co-payee with the titled owner.

If a lender and a daily rental operator desire co-payee/redirection, please direct requests for additional information in writing to:

9.                                       FINAL DATE FOR SUBMISSION OF APPLICATIONS AND RESOLUTION OF ALL APPLICABLE REJECTS: Not Applicable

10.                                 OTHER PROGRAM GUIDELINES:

A.                                   This is the General Motors guideline regarding the definition of a “rental” vehicle:

“The bona fide rental of a vehicle involving use and payment by a customer on an hourly, daily, weekly or monthly basis. Usage of any such vehicle(s) by a customer for a period of four (4) consecutive months or longer shall be deemed to constitute leasing and not rental and will make the vehicle ineligible for purchase.”

In the event a vehicle enrolled in the Daily Rental Purchase Program is found to be on-rent (lease) to a customer in excess of the above guideline, or if the customer consecutively rents multiple enrolled vehicles for an aggregate term of four (4) or more months, all vehicles involved in such transactions will not be considered rental and will be ineligible for purchase. If necessary, General Motors will audit the rental company to ensure compliance with this guideline.

B.                                     All General Motors general guidelines and definition of terms relative to incentive programs (refer to General Motors Dealer Sales Allowance and Incentive Manual Articles 2 and 3) that were supplied to your dealership apply to this program.

C.                                     All eligible units must be delivered to the ultimate customer through a General Motors dealership or a qualified drop-ship location. Purchases or deliveries made through any other entity or individual are ineligible for payment.

D.                                    All deliveries to customers with a valid Fleet Account Number (FAN) must be reported as fleet deliveries regardless of order type.

E.                                      Failure to comply with these guidelines may result in the dealer being disqualified for future participation in fleet programs and terminations of dealer sales and service agreement.

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F.                                      Orders not produced during the 2005 model production period will be canceled. There are no provisions for dealers and/or rental customers to receive any allowance for canceled orders.

G.                                     Capitalized cost shall be calculated at dealer cost of base vehicle and optional equipment, plus freight, less Hawaii excise tax and tire weight tax, if applicable.

H.                                    General Motors reserves the right to cancel, amend, revise, or revoke any program at any time based on its sole business judgements. Final decisions in all matters relative to the interpretation of any rule or phase of this activity rests solely with General Motors.

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Attachment 2

YT1 Parameters and Rates

2005 Model Year Program

2005 Model Year VN9 Minimum Equipment Requirement

1

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