Amendment No. 1 to Loan Agreement


    Exhibit
      10.2


    FIRST
      AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

     

    


     

    This
      FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LOAN AGREEMENT (this
“Amendment”),
      dated
      as of December 23, 2005, amends the Second Amended and Restated Loan Agreement,
      dated as of June 3, 2004 (the “AESOP
      I Operating Lease Loan Agreement”),
      among
      AESOP LEASING L.P., a Delaware limited partnership (“AESOP
      Leasing”
or
      the
“Borrower”),
      PV
      HOLDING CORP., a Delaware corporation (“PVHC”),
      as a
      Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware
      corporation (“Quartx”),
      as a
      Permitted Nominee of the Borrower, and CENDANT RENTAL CAR FUNDING (AESOP) LLC,
      a
      Delaware limited liability company (“CRCF”
or
      the
“Lender”).
      Unless otherwise specified herein, capitalized terms used herein shall have
      the
      meanings ascribed to such terms in (i) the Definitions List attached as Schedule
      I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004,
      as amended (the “Base
      Indenture”),
      between CRCF, as issuer, and 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 I Operating Lease Loan Agreement,
      as
      applicable.

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to Section 13.1 of the AESOP I Operating Lease Loan Agreement, the
      AESOP I Operating Lease Loan Agreement may be amended with an agreement in
      writing and signed and delivered by the Lender, AESOP Leasing, PVHC and Quartx
      and consented to in writing by the Trustee; 

     

    WHEREAS,
      pursuant to Section 12.2 of the Base Indenture, the AESOP I Operating Lease
      Loan
      Agreement may be amended with the written consent of CRCF, the Trustee, any
      applicable Enhancement Provider, and the Requisite Investors; 

     

    WHEREAS,
      the parties desire to amend the AESOP I Operating Lease Loan Agreement to
      reflect an increase in the maximum lease term for certain vehicles under the
      AESOP I Operating Lease Loan Agreement from eighteen (18) to thirty-six (36)
      months; and

     

    WHEREAS,
      CRCF has requested the Trustee, each applicable Enhancement Provider and the
      Requisite Investors to, and the Trustee, each applicable Enhancement Provider
      and the Requisite Investors have consented to, the amendment of certain
      provisions of the AESOP I Operating Lease Loan Agreement as set forth herein;
      

     

    NOW,
      THEREFORE, it is agreed: 

     

    	1.  	
            Section
              10.14 of the AESOP I Operating Lease Loan Agreement is hereby amended
              such
              that all references therein to “eighteen (18) months” shall hereby be
              replaced with “thirty-six (36) months.”

          


     

    	2.  	
            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 I Operating Lease Loan
              Agreement.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            This
              Amendment shall become effective as of the date (the “Amendment
              Effective Date”)
              on which each of the following
              have 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 Requisite Investors, the Trustee, the Lender and, for any
              applicable Series of Notes, each applicable Enhancement Provider, shall
              have consented hereto. 

          


     

    	4.  	
            From
              and after the Amendment Effective Date, all references to the AESOP
              I
              Operating Lease Loan Agreement shall be deemed to be references to
              the
              AESOP I Operating Lease Loan Agreement as amended
              hereby.

          


     

    	5.  	
            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.

          


     

    	6.  	
            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.

          


     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
 

    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 L.P.

              By:
                AESOP LEASING CORP.

              its
                general partner

               

            
	 	 	
              By

            	
              /s/
                Lori Gebron

            
	 	 	 	
              Name:
                Lori Gebron

              Title:
                Vice President

            


    

    


     

    
      	 	 	 	
              PV
                HOLDING CORP.

               

            
	 	 	
              By

            	
              /s/
                Karen C. Sclafani

            
	 	 	 	
              Name:
                Karen C. Sclafani

               Title:
                Senior Vice President and Secretary

            


    

    


     

    
      	 	 	 	
              QUARTX
                FLEET MANAGEMENT, INC.

               

            
	 	 	
              By

            	
              /s/
                Karen C. Sclafani

            
	 	 	 	
              Name:
                Karen C. Sclafani

               Title:
                Senior Vice President and Secretary

            


    

    


    
      	 	 	 	
              CENDANT
                RENTAL CAR FUNDING (AESOP) LLC

               

            
	 	 	
              By

            	
              /s/
                Lori Gebron

            
	 	 	 	
              Name:
                Lori Gebron

              Title:
                Vice President

            


    

    


    


     

    Acknowledged
      and consented to:

    


    
      	 	
              THE
                BANK OF NEW YORK,

              as
                Trustee

            	 	 
	
              By

            	
              /s/
                John Bobko

            	 	 
	 	
              Name:
                John Bobko

              Title:
                Vice President