Exhibit 10.21


 


AMENDING
AGREEMENT NO. 4


 


THIS AGREEMENT made as of the 21st day of December, 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,
Amending Agreement No. 2 made as of October 28, 2004 and Amending Agreement No.
3 made as of August 8, 2005, 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 WTTNESSETH 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
5.2 (i)(ii) of the Limited
Partnership Agreement is hereby amended by deleting such Section 5.2(i)(ii) in
its entirety and substituting therefor the following:


 


(ii)                                  “intentionally
deleted;”.


 


2.2                               Section
5.2 (i)(iii) of the Limited
Partnership Agreement is hereby amended by deleting such Section 5.2(i)(iii) in
its entirety and substituting therefor the following:


 


(iii)                               “intentionally
deleted;”.


 


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.


 


2

















 


(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/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President Finance

  
	
   

  	
   

  
	
   

  	
  1487792 ONTARIO INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Ian Bandeen

  
	
   

  	
   

  	
  Name:

  	
  Ian
  Bandeen

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY TRUST COMPANY OF CANADA, in

  
	
   

  	
  its capacity as trustee of CANADIAN

  MASTER TRUST, by its Securitization Agent,

  BMO NESBITT BURNS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


3

















 


We hereby acknowledge notice of and consent
to the foregoing amendments to the Limited Partnership Agreement as of the date
first written above.


 


 


	
   

  	
  VANGUARD CAR RENTAL USA HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Gerard J. Kennell

  
	
   

  	
   

  	
  Name:

  	
  Gerard
  J. Kennell

  
	
   

  	
   

  	
  Title:

  	
  SVP & Treasurer

  
					



 


 


We hereby consent to the foregoing amendments
to the Limited Partnership Agreement as of the date first written above.


 


 


	
   

  	
  DOMINION BOND RATING SERVICE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
    /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AVP

  	
   

  
						



 


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