Avis 2007 Annual Report Download - page 175

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:
““ Available Call Amount ” means, (x) in respect of the STARS Limited Partner, the amount by which (a) the sum of $300,000,000 and
the aggregate Principal Amount of Bonds issued by the STARS Limited Partner outstanding at such time exceeds (b) the balance of the
STARS Limited Partner’s Capital Account at such time; and (y) in respect of the Bay Street Limited Partner, the amount by which (a) the
sum of $175,000,000 and the aggregate Principal Amount of Bonds issued by the Bay Street Limited Partner outstanding at such time
exceeds (b) the balance of the Bay Street Limited Partner’s Capital Account at such time; provided that on and after the occurrence of a
Funding Termination Event for any Limited Partner, the Available Call Amount for such Limited Partner shall be deemed to be zero;”.
“If the Capital Call is made prior to a Funding Termination Event in respect of each Limited Partner, each Limited Partner shall be
required to contribute to the Partnership an amount equal to 50% of such Capital Call until the Bay Street Limited Partner has reached its
Available Call Amount and thereafter the STARS Limited Partner shall be required to contribute to the Partnership an amount equal to
100% of the balance of such Capital Call (provided in all cases that such required amounts shall not exceed the Available Call Amount
for such Limited Partner).”.
“(b) The balance of the STARS Limited Partner’s Capital Account shall not at any time exceed an amount equal to the sum of
$300,000,000 plus the aggregate Principal Amount of Bonds issued and outstanding by the STARS Limited Partner at the time of
determination. The balance of the Bay Street Limited Partner’s Capital Account shall not at any time exceed an amount equal to the
sum of $175,000,000 plus the aggregate Principal Amount of Bonds issued and outstanding by the Bay Street Limited Partner at the
time of determination.”.
-
2
-
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)
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 deleting the definition of “Available Call Amount”
and replacing
it with the following:
2.2 Section 3.3(a) of the Limited Partnership Agreement is hereby amended by deleting the second sentence of such Section and replacing it
with the following:
2.3
Section 3.3(b) of the Limited Partnership Agreement is hereby deleted and replaced with the following: