Exhibit 10.18


 


AMENDING AGREEMENT NO. 1


 


This
AGREEMENT made as of the 13th day of July, 2004,


 


BETWEEN:


 


NATIONAL CAR RENTAL (CANADA) INC.,


a
corporation incorporated under the Canada
Business Corporations Act,


 


(hereinafter
called the “General Partner”),


 


- and -


 


1487792 ONTARIO INC.,


a
corporation incorporated under the Business
Corporations Act (Ontario),


 


(hereinafter
called the “Additional 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 CANADIAN MASTER TRUST, a trust
established under the laws of the Province of Ontario,


 


(hereinafter
called the “Limited Partner”).


 


WHEREAS
the General Partner, the Limited Partner and the Additional General Partner
have entered into an amended and restated limited partnership agreement (the “Limited Partnership Agreement”)
made as of March 13, 1997 and executed on October 14, 2003;


 


AND
WHEREAS the General Partner, the Additional General Partner and the Limited
Partner wish further 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:


 

















 


1.                             Interpretation


 


(a)           All
words and expressions defined in the Limited Partnership Agreement and not otherwise
defined in this Agreement have the meaning specified in the Limited Partnership
Agreement.


 


(b)           Unless
expressly stated otherwise, all references herein to sections or schedules of an
agreement other than this Agreement shall be to the specific sections or
schedules of the Limited Partnership Agreement.


 


(c)           Section
headings are for convenience only.


 


2.                             Amendments
to the Limited Partnership Agreement


 


2.1                           Section 1.1. of the Limited Partnership
Agreement is amended by the addition, in the proper alphabetic order, of the
following definition:


 


““VAT Contribution” has the meaning ascribed thereto in section 3.2(e);”.


 


2.2                           Section 1.1 of the Limited Partnership
Agreement is amended by:


 


(a)           deleting
the defined term “Program Amount” in its entirety and substituting therefore
the following:


 


““Program Amount” means during the period from and after: (a) the date hereof up to and
including the earlier of September 30, 2004 or the occurrence of a Termination
Event, $545,000,000, (b) October 1, 2004 up to and including the earlier of the
Partnership Termination Date or the occurrence of a Termination Event,
$500,000,000 and (c) the earlier of the Partnership Termination Date or the
occurrence of a Termination Event to and including the date that the business
of the Partnership is wound up in accordance with Section 8.3(f) of this
Agreement, zero;”


 


2.3                           Section 3.2(c) of the Limited Partnership
Agreement is hereby amended by inserting the words “and section 3.2(e)”
immediately after the words “5.4(c)” where such words appear in the first line
of such section.


 


2.4                           Section 3.2 of the Limited Partnership
Agreement is further amended by adding thereto a new section 3.2(e) as follows:


 


“3.2(e)
Notwithstanding anything else contained herein, so long as there does not exist
a continuing Suspension Event or Termination Event the General Partner may at
any time prior to August 15, 2004, in conjunction with a Capital Call pursuant
to section 3.2(a), make a Capital Call for use solely in respect of the funding
of VAT payable with respect to purchases of Partnership Vehicles made


 


2

















 


during the months of
June, July and August, 2004. A Capital Call pursuant to this section 3.2(e),
when combined with this related Capital Call pursuant to section 3.2(a), must
comply with the size restrictions set out in section 3.2(a), and in no event
shall be greater than the VAT obligations such Capital Call is being used to fund.
The maximum amount of capital that the Limited Partner shall be required to
contribute under Additional Capital Contributions made pursuant to this section
3.2(e) (“VAT Contributions”) shall not exceed
$15,000,000. The General Partner shall not be required to make a corresponding
Additional Capital Contribution with respect to VAT Contributions made by the
Limited Partner. The General Partner shall maintain a separate record of the
VAT Contributions made by the Limited Partner and shall cause (i) all VAT Contributions
to be deposited to the VAT Account until such time as they are used in respect
of the purchase of a Partnership Vehicle and shall refrain from commingling
such contributions with amounts in the Rental Account, (ii) all input tax
credits received by the Partnership in respect of VAT payments funded by a VAT Contribution
to be paid to the Limited Partner, as a return of capital, forthwith upon
receipt by the Partnership or crediting by the Partnership against any remittance
otherwise required by the Partnership, until such time as all VAT Contributions
have been so returned to the Limited Partner, and (iii) all VAT Contributions
to have been returned to the Limited Partner on or before September 30, 2004. The provisions of section 4.4 shall not apply to
VAT Contributions deposited to
the VAT Account to the extent such provisions conflict with this section 3.2(e).”


 


3.                             Other
Documents


 


Any
reference to the Limited Partnership Agreement made in any documents delivered
pursuant thereto or in connection therewith shall be deemed to refer to the
Limited Partnership Agreement as amended or supplemented from time to time.


 


4.                             Miscellaneous


 


(a)           With the exception of the foregoing
amendments, the Limited Partnership Agreement shall continue in full force and
effect, unamended.


 


(b)           This
Agreement shall enure to the benefit of and be binding upon the parties, their
successors and any permitted assigns.


 


(c)           This
Agreement may be executed in one or more counterparts each of which shall be
deemed an original and all of which when taken together, shall constitute one
and the same instrument.


 


(d)           None
of the rights or obligations hereunder shall be assignable or transferable by any
party without the prior written consent of the other party.


 


3

















 


(e)           This
Agreement shall be governed and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their authorized signatories thereunto duly authorized, as of the date first
above written.


 


	
   

  	
  NATIONAL CAR RENTAL (CANADA)

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Peter Chung

  
	
   

  	
   

  	
  Name:

  	
  Peter Chung

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President
  and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  1487792
  ONTARIO INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ian Bandeen

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BNY TRUST
  COMPANY OF CANADA, as

  
	
   

  	
  trustee of CANADIAN MASTER
  TRUST (with

  liability limited to the assets of the Trust) by its

  Securitization Agent, BMO NESBITT BURNS

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/
  [Illegible]

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Jerry
  Marriott

  
	
   

  	
   

  	
  Name: 

  	
  Jerry Marriott

  
	
   

  	
   

  	
  Title:

  	
  Vice President,
  Securitization and

  Structured Finance

  
	
   

  	
   

  
								



 


4

















 


 


We
hereby acknowledge notice of and consent to the foregoing amendments to the
Limited Partnership Agreement.


 


DATED
this                    day
of July, 2004.


 


	
   

  	
  VANGUARD CAR RENTAL USA

  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   /s/ Leland F.
  Wilson

  
	
   

  	
   

  	
  Name:  Leland
  F. Wilson

  
	
   

  	
   

  	
  Title:    SVP
  and Treasurer

  
				



 


We
hereby consent to the foregoing amendments to the Limited Partnership
Agreement.


 


DATED
this 13 day of July, 2004.


 


	
   

  	
  DOMINION BOND RATING SERVICE

  LIMITED

  
	
   

  	
   

  
	
   

  	
  by

  	
   /s/ Greg
  Nelson

  
	
   

  	
   

  	
  Name:  Greg
  Nelson

  
	
   

  	
   

  	
  Title:    EVP

  
				



 


 


 


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