Avis 2008 Annual Report Download - page 283

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:
““ Hyundai ” means Hyundai Auto Canada and its successors and its Affiliates;”;
““ Kia ” means Kia Canada Inc. and its successors and its Affiliates;”; and
““ Mazda ” means Mazda Canada Inc. and its successors and its Affiliates;”.
““ Alternate Rate ” means, for the Bay Street Limited Partner and any Remittance Period during which any Portion of the
Bay Street Limited Partner’s Funded Amount is being funded under its Liquidity Agreement, an interest rate per annum
specified as the Alternate Rate in the letter agreement dated April 20, 2005 between the Avis General Partner and the Bay
Street Securitization Agent as such letter agreement may be amended, restated, supplemented or replaced from time to time;”
;
““ Available Call Amount ” means, (x) in respect of the STARS Limited Partner, the amount by which (a) the sum of
$215,000,000 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 $125,000,000 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
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 adding the following definitions in the applicable alphabetical
order:
2.2
Section 1.1 of the Limited Partnership Agreement is hereby amended by deleting the definitions of “
Alternate Rate
”, “
Available Call
Amount ”, “ Manufacturer ”, “ Moody’s Aggregate Partnership Non-program Vehicle Amount ”, “ Moody’s Aggregate
Partnership Program Vehicle Amount ”, “ Partnership Non-program Vehicle Percentage ”, “ Program Fee Rate ” and “ Utilization
Fee
”
and replacing them with the following definitions, respectively: