3RD Amendment to THE Master Motor Vehicle Operating Lease Agreement



 Exhibit 10.10 
 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER MOTOR VEHICLE 
 OPERATING LEASE AGREEMENT 
 This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Master Motor Vehicle Operating
Lease Agreement (as amended to date, the “AESOP II Operating Lease”), dated as of June 3, 2004, by and between AESOP LEASING CORP. II, a Delaware corporation, as lessor (the “Lessor”) and AVIS BUDGET CAR
RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC), a Delaware limited liability company (“ABCR”), as lessee (in such capacity, the “Lessee”) and as administrator (in such capacity, the
“Administrator”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture,
dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC) (“ABRCF”), as Issuer, and The
Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the “Trustee”), as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture or the
AESOP II Operating Lease, as applicable. 
 WITNESSETH: 
 WHEREAS, pursuant to Section 29 of the AESOP II Operating Lease, the AESOP II Operating Lease may be amended with an agreement in writing signed by the Lessor and the Lessee and consented to in writing by ABRCF,
as lender (in such capacity, the “Lender”), and the Trustee; 
 WHEREAS, the parties desire to amend the AESOP II Operating
Lease to reflect (i) ABCR’s entrance into a Guaranteed Depreciation Program with each of GM and Ford and (ii) the name changes of certain entities; and 
 WHEREAS, the Lessor has requested the Trustee and the Lender to, and, upon this Amendment becoming effective, the Lessor, the Lender and the Trustee have agreed to, amend certain provisions of the AESOP II Operating
Lease as set forth herein; 
 NOW, THEREFORE, it is agreed: 
 1. The AESOP II Operating Lease is hereby amended by (i) deleting the term “Cendant Car Rental Group, LLC” and replacing it with “Avis Budget Car Rental, LLC” in each place such term appears,
(ii) deleting the term “CCRG” and replacing it with “ABCR” in each place such term appears, (iii) deleting the term “Cendant Rental Car Funding (AESOP) LLC” and replacing it with “Avis Budget Rental Car
Funding (AESOP) LLC” in each place such term appears, (iv) deleting the term “CRCF” and replacing it with “ABRCF” in each place such term appears and (v) deleting the term “Avis Rent A Car System, Inc.”
and replacing it with “Avis Rent A Car System, LLC” in each place such term appears. 







 2. Attachment A (Vehicle Acquisition Schedule and Related Information) to the AESOP II Operating
Lease is hereby amended such that the reference therein to “GM Repurchase Program” shall hereby be replaced with “GM Guaranteed Depreciation Program or GM Repurchase Program, as applicable.” 
 3. This Amendment is limited as specified and, except as expressly stated herein, shall not constitute a modification, acceptance or waiver of any other
provision of the AESOP II Operating Lease. 
 4. This Amendment shall become effective as of the date (the “Amendment Effective
Date”) on which each of the following has occurred: (i) each of the parties hereto shall have executed and delivered this Amendment to the Trustee, (ii) the Rating Agency Consent Condition shall have been satisfied with respect to
this Amendment and (iii) the Trustee and the Lender shall have consented hereto. 
 5. From and after the Amendment Effective Date, all
references to the AESOP II Operating Lease shall be deemed to be references to the AESOP II Operating Lease as amended hereby. 
 6. This
Amendment may be executed in separate counterparts by the parties hereto, each of which when so executed and delivered shall be an original but all of which shall together constitute one and the same instrument. 
 7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
duly authorized officers as of the date above first written. 
  

					
	AESOP LEASING CORP. II, as Lessor
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President, General Counsel and Assistant Secretary
	
	AVIS BUDGET CAR RENTAL, LLC, as Lessee and Administrator
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President, General Counsel and Assistant Secretary


  

					
	Acknowledged and Consented
	
	AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Lender
		
	By:	 	/s/ Karen C. Sclafani
		 	Name:	 	Karen C. Sclafani
		 	Title:	 	Executive Vice President and Assistant Secretary
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Marian Onischak
		 	Name:	 	Marian Onischak
		 	Title:	 	Vice President