EX-10.40.C:



 






Exhibit 10.40(c)




THIRD AMENDMENT TO THE SERIES 2003-1 SUPPLEMENT




          This THIRD AMENDMENT (this “Amendment”), dated as of January 27, 2006, amends the
Series 2003-1 Supplement (the “Series 2003-1 Supplement”), dated as of January 28, 2003, as
amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto
dated as of December 23, 2005, and is among CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special
purpose limited liability company established under the laws of Delaware (“CRCF”), CENDANT
CAR RENTAL GROUP, LLC (formerly known as CENDANT CAR RENTAL GROUP, INC.) (“CCRG”), a
limited liability company established under the laws of Delaware, as administrator, CENDANT
CORPORATION, a corporation established under the laws of Delaware, as purchaser (in such capacity,
the “Purchaser”), THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such
capacity, the “Trustee”) and as agent for the benefit of the Series 2003-1 Noteholders (in
such capacity, the “Series 2003-1 Agent”), to the Second Amended and Restated Base
Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as amended, modified or
supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the
“Base Indenture”). All capitalized terms used herein and not otherwise defined herein shall
have the respective meanings provided therefor in the Definitions List attached as Schedule I to
the Base Indenture (as amended through the date hereof) or the Series 2003-1 Supplement, as
applicable.




W I T N E S S E T H:




          WHEREAS, pursuant to Section 12.2(ii) of the Base Indenture, any amendment to any
Supplement which extends the due date for any Note requires the consent of CRCF, the Trustee and
each affected Noteholder of the applicable Series of Notes;




          WHEREAS, the parties desire to amend the Series 2003-1 Supplement to extend the Scheduled
Expiry Date; and




          WHEREAS, CRCF has requested the Trustee, the Series 2003-1 Agent and the Series 2003-1
Noteholder to, and, upon the effectiveness of (i) this Amendment and (ii) the letter (the
“Consent Letter”), dated as of the date hereof, among CRCF and the Series 2003-1
Noteholder, CRCF, the Trustee, the Series 2003-1 Agent and the Series 2003-1 Noteholder have agreed
to, amend certain provisions of the Series 2003-1 Supplement as set forth herein;




          NOW, THEREFORE, it is agreed:





	 	1.	 	Amendment of Defined
Terms. The following defined term, as set
forth in Article I(b) of the Series 2003-1 Supplement, is hereby
amended and restated in its entirety as follows:







     “Scheduled Expiry Date” means June 28, 2006, as such date may be extended
from time to time by the written agreement of each of CRCF, the CP Conduit Purchaser and
the APA Bank.”



 









 






	 	2.	 	Waiver of Notice Requirement and Consent to Extension Under
Section 2.5(b). Each of CRCF and the Purchaser, by executing this
Amendment, solely with respect to this Amendment, (i) hereby
waives the requirement set forth in Section 2.5(b) of the Series
2003-1 Supplement that CRCF provide the Purchaser with five (5)
days prior written notice of any proposed extension of the
Scheduled Expiry Date and (ii) hereby agrees to the extension of
the Scheduled Expiry Date as effected by this Amendment.

	 
	 	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 Series 2003-1 Supplement.

	 
	 	4.	 	This Amendment shall become effective as of the first 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, and the Trustee shall
have executed this Amendment and (ii) the Rating Agency Consent
Condition shall have been satisfied with respect to this
Amendment.

	 
	 	5.	 	From and after the Amendment Effective Date, all references to the
Series 2003-1 Supplement shall be deemed to be references to the
Series 2003-1 Supplement 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.




	 	 	 	 	 
	 	CENDANT RENTAL CAR FUNDING 

(AESOP) LLC, as Issuer

 	 
	 	By:  	/s/ Lori Gebron
 	 
	 	 	Name:  	Lori Gebron                 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee and 

Series 2003-1 Agent

 	 
	 	By:  	/s/ John Bobko
 	 
	 	 	Name:  	John Bobko                           	 
	 	 	Title:  	Vice President 	 
	 


Acknowledged and Agreed:




	 	 	 	 	 
	




	 	CENDANT CORPORATION,

as Purchaser
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kevin Monaco	 	 
	 

	 	 	 	 
	 

	 	Name: Kevin Monaco	 	 
	 

	 	Title: Group Vice President and
Assistant Treasurer	 	 







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