AMENDING AGREEMENT NO. 7

Exhibit 10.3

AMENDING AGREEMENT NO. 7

MEMORANDUM OF AGREEMENT made as of the 30th day of April, 0000,

X X X X X X X:

AVISCAR INC.,

a corporation incorporated under the laws of Canada,

(hereinafter referred to as “Avis General Partner”),

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BUDGETCAR INC.,

a corporation existing under the laws of Canada,

(hereinafter referred to as “Budget General Partner”),

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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 “STARS Limited Partner”),

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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 and March 5, 2008 (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 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

2.1 Section 1.1 of the Limited Partnership Agreement is hereby amended by deleting the definition of “Budget Shareholders Equity” in its entirety and replacing it with the following:

“ “Budget Shareholders Equity” means, with respect to the Budget General Partner, an amount, calculated in accordance with Canadian GAAP, equal to the sum of its (i) share capital, (ii) contributed and other surplus, (iii) Intercompany Loans to the Budget General Partner, other than from either the Avis General Partner or WTH Canada Inc., and (iv) retained earnings; minus (v) goodwill (but not other intangible assets related to licensee acquisitions made by the Budget General Partner).”

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.

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(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/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Treasurer
By:
Name:
Title:
BUDGETCAR INC.
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Treasurer
By:
Name:
Title:
BNY TRUST COMPANY OF CANADA, as trustee of STARS TRUST (with liability limited to the assets of STARS Trust) by its Securitization Agent, BMO XXXXXXX XXXXX INC.
By:		/s/ Xxxxxxxxxxx Xxxxxx
Name:		Xxxxxxxxxxx Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Managing Director

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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/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
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 30th day of April, 2008.

AVIS BUDGET CAR RENTAL, LLC
by		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Treasurer

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