Exhibit
10.3
AMENDING
AGREEMENT NO. 3
THIS AGREEMENT made as of the 11th day of
December, 2006,
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 "),
- and -
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 20th day of April,
2005, as amended by amending agreements between the parties dated
October 11, 2005 and July 7, 2006, (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:
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(a)
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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.
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(b)
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Section
headings are for convenience only.
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2.
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)
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deleting the
definitions of "CCRG", "Normal Course Termination Date", "Parent"
and "Parent Guarantee" and replacing them with the following,
respectively:
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""
CCRG " means Avis Budget Car Rental Canada ULC
together with its successors and permitted assigns;";
""
Normal Course Termination Date " means:
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in respect of
the STARS Limited Partner, (i) if there are outstanding
Bonds on December 31, 2010, March 20, 2011; or
(ii) if there are no outstanding Bonds on December 31,
2010, December 31, 2010, subject, in each case, to the
extension of such date until March 31, 2012 if on or
before September 30, 2010 the General Partners request an
extension by notice in writing to the STARS Limited Partner and the
STARS Limited Partner on or before November 30, 2010 notifies
the General Partners in writing that it agrees to such extension;
and
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in respect of
the Bay Street Limited Partner, (i) if there are
outstanding Bonds on December 31, 2010, March 20,
2011; or (ii) if there are no outstanding Bonds on December
31, 2010, December 31, 2010, subject, in each case, to the
extension of such date until March 31, 2012 if on or
before September 30, 2010 the General Partners request an
extension by notice in writing to the Bay Street Limited Partner
and the Bay Street Limited Partner on or before November 30,
2010 notifies the General Partners in writing that it agrees to
such extension;";
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""
Parent " means Avis Budget Car Rental, LLC
together with its successors and permitted assigns;";
and
""
Parent Guarantee " means the guarantee dated
December 11, 2006 made by the Parent in favour of each of the
Limited Partners pursuant to which the Parent has guaranteed, among
other things, certain of the General Partners' obligations
hereunder, as the same may be amended or restated from time to
time;";
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(b)
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adding the
words "other than a Used Vehicle," immediately following the words
"Partnership Non-program Vehicle," where such words are found in
the third line of the defined term "Depreciation" and adding the
words "and, for Used Vehicles, 2.5% per month" immediately
following the words "on trucks and vans" where such words are found
in the sixth line of such defined term;
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(c)
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adding the
words ", other than a Used Vehicle," immediately following the word
"Vehicle" where such word is found in the first line of the defined
term "Partnership Program Vehicle";
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(d)
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adding the
words ", including a Used Vehicle," immediately following the word
"Vehicle" where such word is found in the first line of the defined
term "Partnership Vehicle"; and
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(e)
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adding each of
the following defined terms in the appropriate alphabetical
order:
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""
Aggregate Payables Amount " means, on any date,
the aggregate amounts owing to Eligible Manufacturers or
Manufacturers by the Partnership in respect
of Partnership Vehicles that are included in the calculation of the
Aggregate Partnership Non-program Vehicle Amount or the Aggregate
Partnership Program Vehicle Amount on such date;";
""
Model Year " means the calendar year assigned by a
Manufacturer to a particular make and model of Vehicle as that
Vehicle's "model year";";
""
Partnership Model Year " means, with respect to
any calendar year, the period beginning on October 1 of the prior
calendar year and ending on September 30 of that calendar year,
which, by way of example, means the 2007 "Partnership Model Year"
is the period beginning on October 1, 2006 and ending on September
30, 2007;";
""
Standby General Partner " means 1708437 Ontario
Inc.;"; and
"" Used
Vehicle " means a Vehicle which was a used Vehicle on the
date it was purchased by the Partnership and which has been
designated a Model Year by the Manufacturer which is no more than
one Model Year prior to the Partnership Model Year in which such
Vehicle was purchased;".
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2.2
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Section 1.9 of
the Limited Partnership Agreement is hereby amended by adding the
following at the end of such section, "Schedule N - Form of Standby
General Partner Acknowledgement".
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2.3
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Section 3.3(e)
of the Limited Partnership Agreement is hereby amended by adding
the words "less the Aggregate Payables Amount," immediately
following the words "balance in the Principal Funding Account,"
where such words are found in the eleventh and twelfth lines of
Section 3.3(e).
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2.4
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Section 5.2(i)
of the Limited Partnership Agreement is hereby amended by deleting
the percentage "80%" from Section 5.2(i)(i) and substituting
therefor the percentage "75%"
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and by
deleting the words "and (vi)" where such words are found in the
tenth line of Section 5.2(i) of the Limited Partnership Agreement
and substituting therefor the words "(vi) no more than 10% of the
Partnership Vehicles are Used Vehicles, (vii) no Partnership
Vehicle that is a Used Vehicle has mileage of more than 60,000
kilometres, and (viii)".
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2.5
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Section 5.2(j)
of the Limited Partnership Agreement is hereby amended by deleting
such section in its entirety and substit
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