Exhibit 10.19


 


AMENDING AGREEMENT NO. 2


 


THIS AGREEMENT made as of the 28th day of
October, 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 a fourth amended and restated limited partnership agreement
made as of March 13, 1997 and executed on October 14, 2003, as amended by
Amending Agreement No. 1 between the parties made as of the 13th day of July,
2004 (collectively, the “Limited Partnership
Agreement”);


 


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


 


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


 


““Program Fee”
means, unless and until a Termination Event shall occur, (i) prior to October
31, 2004, three-quarters of one percent (0.75%) per annum, (ii) between October
31, 2004 and October 31, 2006, one-half of one percent (0.50%), and (iii) after
October 31, 2006, three-tenths of one percent (0.30%), in each case of the
amount of Notes outstanding, and if a Termination Event shall occur, from the
date of such occurrence until the Partnership has been dissolved, one percent
(1.0%) per annum of the Notes outstanding at the date of such occurrence;”;


 


(b)                                 deleting the percentage “2%” where such
percentage appears in the ninth line of the defined term “Depreciation” and
substituting therefor the percentage “2.25%”;


 


(c)                                  deleting the words “September 30, 2005” where
such words appear in the defined term “Partnership Termination Date” and
substituting therefor the words “October 31, 2007”; and


 


(d)                                 deleting the reference to 0.20% where such
reference is found in the second line of the defined term “Utilization Fee”,
and substituting therefor the words “(i) prior to October 31, 2004, 0.20%,
(ii) between October 31, 2004 and October 31, 2006, 0.15%, and (iii)
after October 31, 2006 0.10%”.


 


2.2                           Section 3.2 of the Limited Partnership
Agreement is amended by deleting section 3.2(e) in its entirely and
substituting therefor the following:


 


2

















 


“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 between April 1 and July
31 of each calendar year, 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 during the
months of April, May, June and July of that year. 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
$20,000,000. The Limited Partner’s obligation to make VAT Contributions in any
year shall be conditional upon the Limited Partner having received an opinion
of counsel from the General Partner with respect to the making of VAT
Contributions in that year in a form acceptable to the Rating Agency. 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 October 31 of the
relevant calendar year. 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).”.


 


2.3                                                                                 Section 5.2(i) of the Limited Partnership
Agreement is amended by:


 


(a)                                  deleting the percentage 85% where such
percentage appears in section 5.2(i)(i) and substituting therefor the
percentage 80%;


 


(b)                                 deleting the word “and” at the end of section
5.2(i)(vi);


 


(c)                                  deleting the period at the end of section
5.2(i)(vii) and substituting therefor “; and”; and


 


(d)                                 adding a new section 5.2(i)(viii) as follows:


 


3

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jerry Marriott

  
	
   

  	
   

  	
  Title:

  	
  Vice President,
  Securitization and

  Structured Finance

  
	
   

  	
   

  	
   

  	
   

  



 


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


 


 


DATED
this             day
of October, 2004.


 


	
   

  	
  VANGUARD
  CAR RENTAL USA HOLDINGS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Gerard J. Kennell

  
	
   

  	
   

  	
  Name:

  	
  Gerard J. Kennell

  
	
   

  	
   

  	
  Title:

  	
  SVP & Treasurer

  



 


4

















 


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


 


DATED
this 28th day of October, 2004.


 


	
   

  	
  DOMINION
  BOND RATING SERVICE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Greg Nelson

  
	
   

  	
   

  	
  Name:

  	
  Greg
  Nelson

  
	
   

  	
   

  	
  Title:

  	
  EVP

  



 


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