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                                                                    Exhibit 4.58

                                 FIRST AMENDMENT

         FIRST AMENDMENT, dated as of November 9, 2001 (this "AMENDMENT"), to
the Agreement, dated as of August 30, 2001 (the "AGREEMENT"), between Liberty
Mutual Insurance Company, solely in its capacity as surety ("LIBERTY") and ANC
Rental Corporation ("ANC" or the "COMPANY").

         WHEREAS, the Company has requested that Liberty amend certain
provisions of the Agreement;

         WHEREAS, Liberty has agreed to amend the Agreement, but only to the
extent and on the terms and conditions set forth below; and

         WHEREAS, in connection with and as a condition to Liberty's agreement
to the provisions of this Amendment, it will be necessary (i) for Liberty to
enter into an amendment (the "INDEMNIFICATION AMENDMENT") to that certain
Indemnification Agreement, dated as of August 30, 2001, between Liberty and
AutoNation, Inc., and (ii) for certain other agreements and bonds to be executed
and delivered, as provided in this Amendment.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby duly acknowledged, Liberty and ANC hereby agree
as follows:

         1. DEFINITIONS. All capitalized terms used but not defined herein shall
have the meanings specified in the Agreement.

         2. AMENDMENT TO SECTION 1.1 OF THE AGREEMENT. Section 1.1 of the
Agreement is hereby amended by deleting in its entirety the definition of
"AutoNation Indemnification Agreement" and replacing it with the following:

                "AUTONATION INDEMNIFICATION AGREEMENT" means the Indemnification
                Agreement, dated as of August 30, 2001, as amended, executed and
                delivered by AutoNation in favor of Liberty Mutual Insurance
                Company relating to the New AIG Retro Bonding."

         3. AMENDMENT OF SECTION 4.4 OF THE AGREEMENT. Section 4.4 of the
Agreement is hereby deleted in its entirety and replaced with the following:

                  4.4 (a) ANC has requested that Liberty issue Surety Bond
                  Coverage in the form of new, previously unissued Premium and
                  Deductible Surety Bond Coverage in the approximate aggregate
                  penal sum of $29.5 million in favor of member companies of AIG
                  (such requested Premium and



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                  Deductible Surety Bond Coverage hereafter referred to as the
                  "NEW AIG RETRO BONDING"). Notwithstanding 4.1(d), Liberty
                  agrees that it will issue the New AIG Retro Bonding as
                  promptly as reasonably practicable after all the following
                  terms and conditions are met:

                  (i) such New AIG Retro Bonding shall be fully collateralized
                  by the AutoNation Indemnification Agreement, it being
                  understood that the indemnity provided pursuant to the
                  AutoNation Indemnification Agreement (x) shall be secondary,
                  for a limited period of time, to the Collateral granted under
                  the Collateral Agreement, and shall not exceed the amount of
                  $29.5 million; (ii) AIG shall, simultaneously with the
                  issuance by Liberty and delivery to AIG of the New AIG Retro
                  Bonding, formally release and deliver to Liberty Indemnity
                  Agreement Bond Nos. 15004548 and 15008426 (previously issued
                  by Liberty on behalf of ANC's former corporate parent,
                  Republic Industries, Inc., prior to AIG's release of the
                  obligations of Republic Industries, Inc. to AIG which were the
                  subject of such bonds), which bonds shall be marked
                  "cancelled" under the signature of an authorized officer of
                  AIG; (iii) AIG shall have agreed to a bond form for the New
                  AIG Retro Bonding, acceptable to Liberty in its sole
                  discretion, providing INTER ALIA, that AIG will look to,
                  collect against and exhaust the $9 million letter of credit
                  heretofore provided to AIG on behalf of ANC ("AIG L/C") before
                  making any demand whatsoever under the New AIG Retro Bonding;
                  (iv) AIG and Liberty shall have executed a side-agreement
                  ("AIG SIDE AGREEMENT") providing, INTER ALIA, that (A) AIG
                  will not, and will not attempt to, reduce, release, impair or
                  otherwise modify the AIG L/C without the written consent of
                  Liberty (which consent may be withheld in Liberty's sole
                  discretion), and (B) AIG will not, and will not attempt to,
                  reduce, release, impair, substitute or otherwise modify the
                  AIG L/C unless and until any remaining actual and/or
                  contingent liability of Liberty in respect of the New AIG
                  Retro Bonding has been permanently reduced to zero ($0), as
                  determined by Liberty in its sole discretion; and (v) the
                  conditions of subsections (i) through (v) of this section are
                  complied with no later than November 9, 2001.

                  (b) In addition to the preconditions to the issuance of the
                  New AIG Retro Bonding set forth in section 4.4(a), ANC




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                  agrees that so long as such New AIG Retro Bonding remains in
                  effect, regardless of the penal sum of such bonding in effect
                  at any time, and/or until all risk undertaken by Liberty
                  (whether residual or future) under or in connection with such
                  New AIG Retro Bonding has been, in Liberty's sole and absolute
                  discretion, conclusively terminated, ANC shall at all times
                  (i) no later than 91 days prior to each and every date upon
                  which the Maximum Amount payable under the AutoNation
                  Indemnification Agreement is scheduled to decrease in
                  accordance with its terms, deliver to Liberty cash or letter
                  of credit collateral (at Liberty's option) in an amount equal
                  to or exceeding the amount of such scheduled decrease; (ii) no
                  later than 91 days prior to either (A) any renewal date of any
                  part of the New AIG Retro Bonding or (B) the effective date of
                  any increase in bond collateral requested (B) the effective
                  date of any increase in bond collateral requested by AIG,
                  deliver to Liberty additional cash or letter of credit
                  collateral (at the option of Liberty) in an amount equal to
                  the difference between (x) the amount of the aggregate penal
                  sum of the New AIG Retro Bonding that is requested as of the
                  renewal date or the effective date of the bond increase demand
                  from AIG, and (y) the sum of (a) the Maximum Amount payable
                  under the AutoNation Indemnification Agreement as of such
                  renewal date or such effective date, and (b) all cash or
                  letter of credit collateral held by Liberty specifically to
                  secure the New AIG Retro Bonding as of that date which is 92
                  days prior to such renewal date or such effective date; (iii)
                  within six (6) business days of written demand by Liberty, ANC
                  shall deliver such additional cash (or, at Liberty's option,
                  letter or credit) collateral to secure the New AIG Retro
                  Bonding as Liberty, in its sole discretion, shall determine is
                  required to assure that the amount of such cash or letter of
                  credit collateral held by Liberty, taken together with the
                  then applicable Maximum Amount payable under the AutoNation
                  Indemnification Agreement (and without regard to the value at
                  any time of any of the Collateral pledged to the Collateral
                  Trustee) is sufficient to fully collateralize Liberty's
                  obligations and risk under the New AIG Retro Bonding, provided
                  that, at such times as Liberty, in its sole discretion, deems
                  appropriate and within a reasonable time following written
                  demand from ANC, and so long as no event has occurred which
                  but for notice or the passage of time would constitute an
                  Event of Default




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                  hereunder (a "DEFAULT") that remains uncured or that has not
                  been waived in writing, Liberty shall return to ANC or shall
                  surrender that part of such cash or letter or credit
                  collateral as Liberty, in its sole discretion, shall agree
                  constitutes an excess of collateral above and beyond the
                  amounts required hereunder; and (iv) if ANC delivers
                  additional cash (or, at Liberty's option, letter of credit)
                  collateral above and beyond the amounts required hereunder
                  designated as collateral to secure the New AIG Retro Bonding,
                  then (1) so long as no Default under this Agreement has
                  occurred, and (2) effective as of the date when Liberty's
                  possession of or interest in such additional cash or letter of
                  credit collateral has been perfected for more than 91 days
                  without commencement of any Insolvency Proceeding, then
                  Liberty shall treat such additional cash and/or letter of
                  credit collateral as L/C Collateral under the terms of the
                  AutoNation Indemnification Agreement.

                  (c) ANC agrees, on behalf of itself and the other members of
                  the ANC Group (including their respective successors, assigns,
                  representatives and trustees), that any payments made by
                  AutoNation to Liberty under the terms of the AutoNation
                  Indemnification Agreement shall not be deemed to reduce the
                  amount due from ANC or any other member of the ANC Group to
                  Liberty or to any of Liberty's affiliates under the Indemnity
                  Agreements or under any other Surety Bond Documents; or to
                  reduce any sums secured by the Collateral.

                  (d) The Company agrees that it will at all times maintain,
                  continue and keep effective the AIG L/C, and that neither the
                  Company nor any other member of the ANC Group, without the
                  prior written consent of Liberty (which may be withheld in
                  Liberty's sole discretion), will directly or indirectly take
                  any actions, or cooperate with or suffer to exist any actions,
                  to reduce, modify, impair, substitute or release the AIG L/C.
                  Without limiting the foregoing, ANC acknowledges that it has
                  reviewed, and will not take any actions to interfere with, the
                  operation of the AIG Side Letter."

         4. REPRESENTATIONS AND WARRANTIES. ANC hereby reiterates and makes, as
of the date of this Amendment, the representations and warranties contained in
Sections 8.1 through 8.10 of the Agreement, except that the representation in
Section 8.5 of the Agreement is amended by adding after the word "10-Q" the
words "or in a press release



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issued by ANC prior to the date hereof." All references in such sections to the
"Agreement" will be deemed to be references to the Agreement as amended and
modified by this Amendment.

         5. LIMITED AMENDMENT. Except as expressly amended herein, the Agreement
shall continue to be, and shall remain, in full force and effect. This
Amendment, which is integrated with and becomes a part of the Agreement, shall
not be deemed to be a waiver of, or consent to, or a modification or amendment
of, any other term or condition of the Agreement or to prejudice any other right
or rights which Liberty may now have or may have in the future under or in
connection with the Agreement or any of the instruments or agreements referred
to therein, as the same may be amended from time to time.

         6. CONDITIONS TO EFFECTIVENESS. This Amendment will not be deemed to be
effective until each of the following, in form and substance acceptable to
Liberty in its sole discretion, has been received:

                  (a) a fully executed Indemnification Amendment;

                  (b) a fully executed AIG Side Letter; and

                  (c) a copy of the AIG L/C.

         7. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

         8. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK AS
APPLIED TO AGREEMENTS EXECUTED AND TO BE PERFORMED EXCLUSIVELY WITHIN SUCH
STATE, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES. THE UNDERSIGNED AGREE THAT
ANY DISPUTE BETWEEN THE UNDERSIGNED WILL AT LIBERTY'S OPTION BE RESOLVED
EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW
YORK AND COUNTY OF NEW YORK. ANC FURTHER CONSENTS TO THE PERSONAL JURISDICTION
AND VENUE OF ANY COURT IN WHICH ANY ACTION MAY BE BROUGHT AGAINST IT BY LIBERTY
AND TO SERVICE OF PROCESS IN ANY SUCH ACTION BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED OR BY ANY MEANS GIVING ACTUAL NOTICE OF SUCH PROCESS TO ANC. ANC
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION.




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

                                       ANC RENTAL CORPORATION



                                       By /s/ Mary E. Wood
                                          --------------------------------------
                                                Name:  Mary E. Wood
                                                Title: SVP Shared Services



                                       LIBERTY MUTUAL INSURANCE COMPANY,
                                       solely in its capacity as surety



                                       By
                                          --------------------------------------
                                                Name:
                                                Title:





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