Amendment No.1 to Lease Agreement


     

    Exhibit
      10.3

     

    FIRST
      AMENDMENT TO SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE
      AGREEMENT

     

    


     

    This
      FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE
      OPERATING LEASE AGREEMENT (this “Amendment”),
      dated
      as of December 23, 2005, amends the Second Amended and Restated Master Motor
      Vehicle Operating Lease Agreement (the “AESOP
      I Operating Lease”),
      dated
      as of June 3, 2004, by and between AESOP LEASING L.P., a Delaware limited
      partnership, as lessor (the “Lessor”)
      and
      CENDANT CAR RENTAL GROUP, INC., a Delaware corporation (“CCRG”),
      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 (i) 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 Cendant Rental Car Funding (AESOP) LLC (“CRCF”),
      as
      Issuer, and The Bank of New York, as 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, as applicable.

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to Section 29 of the AESOP I Operating Lease, the AESOP I Operating
      Lease may be amended with an agreement in writing signed by the Lessor and
      the
      Lessee and consented to in writing by CRCF, as lender (in such capacity, the
      “Lender”),
      and
      the Trustee; 

     

    WHEREAS,
      the parties desire to amend the AESOP I Operating Lease to reflect a change
      in
      the maximum term certain vehicles may be leased by the Lessee pursuant to the
      AESOP I Operating Lease from eighteen (18) to thirty-six (36) months;
      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 I Operating Lease as set forth
      herein;

     

    NOW,
      THEREFORE, it is agreed: 

     

    	1.  	
            Section
              2.6(a)(ii) and Sections 3.1(a) and (b) of the AESOP I Operating Lease
              are
              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.

          


     

    	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 Trustee and the Lender shall have consented
              hereto.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

            
	 	 	
              By:

            	
              /s/
                Lori Gebron

            
	 	 	 	
              Name:
                Lori Gebron

              Title:
                Vice President

            


    

    


     

    


    
      	 	 	 	
              CENDANT
                CAR RENTAL GROUP, INC., as

              Lessee
                and Administrator

            
	 	 	
              By:

            	
              /s/
                Elizabeth R. Cohen

            
	 	 	 	
              Name:
                Elizabeth R. Cohen

              Title:
                Vice President and Assistant
                Treasurer

            


    

    


    


    


    


    


    


    Acknowledged
      and Consented

     

    


     

    
      	 	
              CENDANT
                RENTAL CAR FUNDING (AESOP) LLC, as Lender

               

            	 	 
	
              By:

            	
              /s/
                Lori Gebron

            
	 	
              Name:
                Lori Gebron

              Title:
                Vice President

            


    

    


     

    
      	 	
              THE
                BANK OF NEW YORK, as Trustee

               

            	 	 
	
              By:

            	
              /s/
                John Bobko

            
	 	
              Name:
                John Bobko

              Title:
                Vice President