Amending Agreement No. 11 to the Fourth Amended and Restated Limited Partnership



 Exhibit 10.53(L) 
 AMENDING AGREEMENT NO. 11 
 MEMORANDUM OF AGREEMENT made as of the 9th
day of November, 2009, 
 B E T W E E N: 
  

			
		  	 AVISCAR INC.,
 a
corporation incorporated under the laws of Canada,
  
 (hereinafter referred
to as “Avis General Partner”),
  
 - and -
  
 BUDGETCAR INC.,

 a corporation existing under the laws of Canada,
  
 (hereinafter referred to as “Budget 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 STARS TRUST, a trust established under the laws of the Province of
Ontario,
  
 (hereinafter referred to as the “STARS Limited
Partner”),
  
 - and
-
  
 MONTREAL 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 in Canada, in its
capacity as trustee of BAY STREET FUNDING TRUST, a trust established under the laws of the Province of Ontario,
  
 (hereinafter called the “Bay Street Limited Partner”).


 WHEREAS the Avis General Partner, the Budget General Partner, the STARS Limited Partner and the Bay Street Limited Partner have entered into a fourth amended and restated limited partnership agreement made as of the 20th day of April, 2005,
as amended by amending agreements between the parties dated October 11, 2005, July 7, 2006, December 11, 2006, November 21, 2007, February 12, 2008, March 5, 2008, April 30,
2008, June 16, 2008, December 22, 2008 and March 16, 2009 (collectively, the “Limited Partnership Agreement”); 
 AND WHEREAS the Avis General Partner, the Budget General Partner, the STARS Limited Partner and the Bay Street 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)	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 definition: 

 ““Available Call Amount” means at any time of determination,
(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 $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;”. 
  

	2.2	Section 3.3(b) of the Limited Partnership Agreement is hereby deleted in its entirety and replaced with the following: 

  

	 	“(b)	The balance of the STARS Limited Partner’s Capital Account shall not at any time exceed an amount equal to the sum of $215,000,000 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.”. 

  

	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. 
  

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	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.


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

			
	AVISCAR INC.
		
	By:	 	/s/     David Calabria
		 	 Name: David Calabria
 Title:   Assistant Treasurer

		
	By:	 	 
		 	 Name:
 Title:

	
	BUDGETCAR INC.
		
	By:	 	/s/     Tim Smith
		 	 Name: Tim Smith
 Title:   Assistant Treasurer

		
	By:	 	 
		 	 Name:
 Title:



  

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	BNY TRUST COMPANY OF CANADA, AS TRUSTEE OF STARS TRUST (WITH LIABILITY LIMITED TO THE ASSETS OF STARS TRUST) BY ITS SECURITIZATION AGENT, BMO NESBITT
BURNS INC.
		
	By:	 	/s/     Terry J. Ritchie
		 	 Name: Terry Ritchie
 Title:
  Managing Director

	
		
	By:	 	/s/     Christopher Romano
		 	 Name: Christopher Romano
 Title:   Managing Director

	
	MONTREAL TRUST COMPANY OF CANADA, as trustee of BAY STREET FUNDING TRUST (with liability limited to the assets of Bay Street Funding Trust) by its
administrator, SCOTIA CAPITAL INC.
		
	By:	 	/s/     Douglas Noe
		 	 Name: Douglas Noe
 Title:
  Director, Structured Finance

		
	By:	 	 
		 	 Name:
 Title:



  

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 The undersigned hereby acknowledges notice of and consents to the foregoing amendments to
the Limited Partnership Agreement. 
 DATED this 9th day of November, 2009. 
  

			
	AVIS BUDGET CAR RENTAL, LLC
		
	By:	 	/s/     David Calabria
		 	 Name: David Calabria
 Title:
  Assistant Treasurer



  

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