Exhibit 10.20


 


AMENDING
AGREEMENT NO. 3


 


 


THIS AGREEMENT made as of the 8th day of August, 2005,


 


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 made as of July 13, 2004 and
Amending Agreement No. 2 made as of October 28, 2004, each between the same
parties in the same capacities (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 hereby amended by:


 


(a)                                  deleting the words “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 “BB or higher by the Rating Agency”;


 


(b)                                 deleting the words “October 31, 2007” where
such words appear in the defined term “Partnership Termination Date” and
substituting therefor the words “October 29, 2010”;


 


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


 


““Program Amount” means during the period from and after: (a)
the date hereof up to and including the earlier of December 31, 2005 or the
occurrence of a Termination Event, $575,000,000, (b) January 1, 2006 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;”;


 


(d)                                 deleting the defined term “Purchase Discount
Amount” in its entirety and substituting therefor the following:


 


“Purchase Discount Amount” means for any Estimation or Tranche Period,
the sum of (a) the Utilization Fee and (b) the product of (i) the proceeds from
the issuance of the Notes outstanding in such Estimation Period or Tranche
Period (whichever is applicable), (ii) the weighted average discount rate at
which such


 


2

















 


Notes were
issued, plus the applicable Program Fee and (iii) the ratio obtained by
dividing the weighted average number of days the Notes were outstanding during
such Estimation Period or Tranche Period (whichever is applicable) by 365;”;


 


(e)                                  adding
each of the following defined terms in the appropriate alphabetical order:


 


(i)                           ““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;”;


 


(ii)                        ““Partnership Non-program Vehicle Percentage” means 17.5%;”;


 


(iii)                     ““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”;


 


(iv)                    ““Partnership Program Vehicle Base Percentage” means 9.75%;”;


 


(v)                       ““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 Negotiation Vehicles on such date;”;


 


(vi)                    ““Payout Date” means (a) during the period from (but
excluding) September 1 of each year to (and including) December 31 of such
year, each Friday (provided that
if such day is not a Business
Day, such Payout Date shall occur on the immediately preceding Business Day),
(b) otherwise on the second Business Day after a Settlement Date;”;


 


(vii)                 ““Payout Report” means a weekly report substantially in the
form of Schedule H provided by the General Partner to the Limited Partner
pursuant to section 4.10;”; and


 


3

















 


(viii)              ““Payout Reporting Date” means, in respect of a Payout Date,
the day which is two Business Days prior to such Payout Date;”.


 


2.2                               Section
1.6 of the Limited Partnership Agreement is
hereby amended by adding the words “Schedule H – Form of Payout Report”
to the list of Schedules referred to in such section.


 


2.3                               Section 2.8(e) of
the Limited Partnership Agreement is hereby amended by deleting such section in
its entirety and substituting therefor the following:


 


“(e)                            the
General Partner shall maintain at all times Tangible Net Worth at an amount not
less than $45,000,000;”;


 


2.4                               Section
3.2(c) of the Limited Partnership Agreement is hereby amended by deleting the first sentence of section
3.2(c) in its entirety and substituting therefor the following:


 


“With respect
to any Capital Call made pursuant to section 3.2(a), the General Partner must
make, simultaneously with the payment from the Limited Partner, an Additional
Capital Contribution by way of immediately available funds deposited to the
Vehicle Account, in such amount that, after giving effect to all such capital
contributions and the use of proceeds thereof, the General Partner’s Capital
Account (calculated on the assumption that all Net Income of the Partnership up
to the particular time has been allocated to the Partners at such time) less
any capital contributed by the General Partner pursuant to section 4.4 shall be
at least equal to the General Partner’s Capital Commitment”.


 


2.5                               Section
3.2(d) of the Limited Partnership Agreement is hereby amended by deleting such section
in its entirety and substituting therefor the following:


 


“(d)                           The
General Partner covenants and agrees to contribute at all times up to and
including the day of occurrence of a Termination Event, but not after such day,
sufficient capital to the Partnership from time to time by way of Additional
Capital Contribution so that the General Partner’s Capital Account (calculated
on the assumption that all Net Income of the Partnership up to the particular
time has been allocated to the Partners at such time) less any capital
contributed by the General Partner pursuant to section 4.4 shall be equal to at
least the product of (i) the sum of (A) the product of the Partnership Program
Vehicle Percentage and the percentage of Partnership Vehicles that are
Partnership Program Vehicles (other than Program Negotiation Vehicles), (B) the
product of the Partnership Program Vehicle Percentage and the percentage of Partnership
Vehicles that are Program Negotiation Vehicles, and (C) the product of the
Partnership Non-program Vehicle Percentage and the percentage of Partnership
Vehicles that are Partnership Non-program Vehicles times (ii) the total capital
of the Partnership other than capital contributed by the General Partner
pursuant to section 4.4 and VAT Contributions that have not been returned to


 


4

















 


Limited Partner pursuant to clause (e) below, such
amount being referred to in this Agreement as the “General Partner’s Capital
Committment”,”.


 


2.6                               Article 4 of the Limited Partnership
Agreement is hereby amended by adding the following as section 4.10:


 


“4.10                  Payout Report


 


Not later than 12:00 noon
(Toronto time) on each Payout Reporting Date, the General Partner shall provide
to the limited Partner a Payout Report setting out the amount of funds that the
General Partner has determined is to be distributed by the Partnership to the
Limited Partner from the Vehicle Account on such Payout Date and used by the
Limited Partner to repay Notes.”.


 


2.7                               Section 4.3(b) of the Limited Partnership
Agreement is hereby amended by:


 


(a)                                  deleting the word “and” at the end of section
4.3(b)(iii);


 


(b)                                 deleting the period at the end of section
4.3(b)(iv) and substituting therefor the words “; and”; and


 


(c)                                  adding the following as section 4.3(b)(v):


 


“(v)                           on each Payout Date for which the General
Partner has specified that it has determined, acting reasonably, that some or
all of the cash in the Vehicle Account will not be required to fund the
purchase of Vehicles required to be paid for in the Settlement Period in which
the Payout Date occurs and that the General Partner desires that such cash be
distributed to the Limited Partner, such cash may be distributed to the Limited
Partner.”.


 


2.8                               Section 5.4(c) of the Limited Partnership
Agreement is hereby amended by deleting such section in its entirety and
substituting therefor the following:


 


“(c)                            When and to the extent the General Partner
makes a Capital Call for the purpose of funding the purchase of Program
Negotiation Vehicles, it shall ensure that after giving effect to such Capital
Call, the General Partner’s Capital Account (calculated on the assumption that
all Net Income of the Partnership up to the particular time has been allocated
to the Partners at such time) less any capital contributed by the General
Partner pursuant to section 4.4 shall be at least equal to the General Partner’s
Capital Commitment”.


 


5

















 


2.9                               The
form of schedule annexed to this Agreement as Schedule A shall be added as “Schedule
H” to the Limited Partnership Agreement.


 


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.


 


(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

  



 


6

















 


	
   

  	
  1487792
  ONTARIO
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by 

  	
    /s/ Ian Bandeen

  	
   

  
	
   

  	
   

  	
  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

  
						



 


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


 


	
  DATED this 8th day of August, 2005.

  
	
   

  	
   

  
	
   

  	
  VANGUARD CAR RENTAL USA

  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Gerard J. Kennell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerard J. Kennell

  
	
   

  	
   

  	
  Title:

  	
  SVP & Treasurer

  
						



 


7

















 


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


 


DATED this 8th day
of August, 2005.


 


 


	
   

  	
  DOMINION BOND RATING SERVICE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 


8