Exhibit
10.1
AMENDING
AGREEMENT NO. 1
THIS AGREEMENT made as of the 11 th
day of October, 2005,
a corporation
incorporated under the laws of Canada,
(hereinafter
called the " Avis General Partner "),
- and -
a corporation
existing under the laws of Canada,
(hereinafter
called the " Budget General Partner "),
BNY
TRUST COMPANY OF CANADA ,
a trust company
incorporated under the laws of Canada and registered to carry on
the business of a trust company in each of the provinces of Canada,
in its capacity as trustee of STARS TRUST , a
trust established under the laws of the Province of
Ontario,
(hereinafter
called the " STARS Limited
Partner "),
- and -
MONTREAL TRUST COMPANY OF CANADA
, a trust company incorporated under
the laws of Canada and registered to carry on the business of a
trust company in each of the provinces in Canada, in its capacity
as trustee of BAY STREET FUNDING TRUST , a trust
established under the laws of the Province of Ontario,
(hereinafter
called the " Bay Street Limited Partner
").
WHEREAS the Avis General Partner, the Budget
General Partner, the STARS Limited Partner and the Bay Street
Limited Partner have entered into a fourth amended and restated
limited partnership agreement made as of the 20 th day
of April, 2005 (collectively, the " Limited Partnership
Agreement ");
AND WHEREAS the Avis General Partner, the Budget
General Partner, the STARS Limited Partner and the Bay Street
Limited Partner wish to amend the Limited Partnership
Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the premises and covenants and agreements of the
parties herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereby covenant
and agree as follows:
(a) All words and expressions defined in the Limited
Partnership Agreement and not otherwise defined in this Agreement
have the respective meanings specified in the Limited Partnership
Agreement.
(b) Section headings are for convenience
only.
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2.
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Amendments to the Limited Partnership
Agreement
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2.1
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Section 1.1 of
the Limited Partnership Agreement is hereby amended by:
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(a) deleting the words "(a) whose unsecured
long-term debt is rated BBB or its equivalent or higher by two or
more of the Rating Agency, S&P and Moody's" where such words
appear in the defined term "Eligible Manufacturer" and substituting
therefor the words "so long as Chrysler, Ford, GM or such
additional Manufacturer (a) has an unsecured long-term debt rating
of BB or higher by the Rating Agency";
(b) adding each of the following defined terms in
the appropriate alphabetical order:
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(i)
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“"
Eligible Manufacturer Percentage " means, in
respect of an Eligible Manufacturer at any time, if such Eligible
Manufacturer's unsecured long-term debt rating by the Rating Agency
at such time is (i) BBB or higher, a percentage equal to the
Partnership Program Vehicle Base Percentage, (ii) BBB (low), a
percentage equal to the sum of (A) the Partnership Program Vehicle
Base Percentage plus (B) one-quarter of the Partnership Percentage
Differential at such time, (iii) BB (high), a percentage equal to
the sum of (C) the Partnership Program Vehicle Base Percentage, and
(D) one-half of the Partnership Percentage Differential at such
time, and (iii) BB, a percentage equal to the sum of (E) the
Partnership Program Vehicle Base Percentage, and (F) three-quarters
of the Partnership Percentage Differential at such
time;”;
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(ii)
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“"
Partnership Non-program Vehicle Percentage " means
17.5%;”;
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(iii)
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“"
Partnership Percentage Differential " means, on
any date, the positive difference between the Partnership Program
Vehicle Base Percentage on such date and the Partnership
Non-program Vehicle Percentage on such date;”;
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(iv)
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“"
Partnership Program Vehicle Base Percentage "
means 9.3%;”;
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(v)
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“"
Partnership Program Vehicle Percentage " means, on
any date, a percentage equal to the weighted average of the
individual Eligible Manufacturer Percentages on such date,
calculated based on the relevant percentage that the sum of the
Current Book Values of the Partnership Program Vehicles and the
Program Negotiation Vehicles manufactured by each such Eligible
Manufacturer represents of the sum of the Current Book Values of
all Partnership Program Vehicles and Program N
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