series2002-2.htm


    
      EXHIBIT
        10.1

      TENTH
        AMENDMENT TO THE AMENDED AND RESTATED
SERIES
        2002-2 SUPPLEMENT

       

      This
        TENTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
        “Amendment”), dated as of October 29, 2007, amends the Amended and
        Restated Series 2002-2 Supplement (the “Series 2002-2 Supplement”), dated
        as of November 22, 2002, as amended by the First Amendment thereto, dated
        as of
        October 30, 2003, the Second Amendment thereto, dated as of June 3, 2004,
        the
        Third Amendment thereto, dated as of November 30, 2004, the Fourth Amendment
        thereto, dated as of November 28, 2005, the Fifth Amendment thereto, dated
        as of
        December 23, 2005, the Sixth Amendment thereto, dated as of February 17,
        2006,
        the Seventh Amendment thereto, dated as of March 21, 2006, the Eighth Amendment
        thereto, dated as of November 30, 2006, and the Ninth Amendment thereto,
        dated
        as of May 9, 2007, and is among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
        (formerly known as Cendant Rental Car Funding (AESOP) LLC), a special purpose
        limited liability company established under the laws of Delaware
        (“ABRCF”), AVIS
        BUDGET CAR RENTAL,
        LLC (formerly known as Cendant Car Rental Group, LLC and Cendant Car Rental
        Group, Inc.) (“Avis Budget”), a limited liability company established
        under the laws of Delaware, as administrator (the “Administrator”),
        JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national
        banking association, as administrative agent (the “Administrative
        Agent”), the several commercial paper conduits listed on Schedule I thereto
        (each a “CP Conduit Purchaser”), the several banks set forth opposite the
        name of each CP Conduit Purchaser on Schedule I thereto (each an “APA
        Bank” with respect to such CP Conduit Purchaser), the several agent banks
        set forth opposite the name of each CP Conduit Purchaser on Schedule I thereto
        (each a “Funding Agent” with respect to such CP Conduit Purchaser), THE
        BANK OF NEW YORK TRUST COMPANY, N.A. (as successor in interest to The Bank
        of
        New York), a national banking association, as trustee (in such capacity,
        the
“Trustee”) and as agent for the benefit of the Series 2002-2 Noteholders
        (in such capacity, the “Series 2002-2 Agent”), to the Second Amended and
        Restated Base Indenture, dated as of June 3, 2004, between ABRCF 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 2002-2 Supplement, as applicable.

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        pursuant to Section 12.2 of the Base
        Indenture, any Supplement thereto may be amended with the consent of ABRCF,
        the
        Trustee and each affected Noteholder of the applicable Series of Notes, so
        long
        as such amendment only affects the Noteholders of such Series of
        Notes;

       

      WHEREAS,
        the
        parties desire to amend the Series 2002-2 Supplement to (i) extend the Scheduled
        Expiry Date; (ii) replace Schedule I thereto with a new Schedule I in the
        form
        of Schedule A to this Amendment; and (iii) increase certain enhancement
        rates;

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      WHEREAS,
        the
        New Acquiring Purchaser Group (as defined below) wishes to purchase a portion
        of
        each Transferor Purchaser Group’s (as defined below) Commitment and Purchaser
        Group Invested Amount under the Series 2002-2 Supplement and the Series 2002-2
        Notes pursuant to Section 11.1(e) of the Series 2002-2 Supplement; and 

       

      WHEREAS,
ABRCF
        has requested the Trustee, the Series
        2002-2 Agent, the Administrator, the Administrative Agent and each Series
        2002-2
        Noteholder to, and, upon the effectiveness of this Amendment, ABRCF, the
        Trustee, the Series 2002-2 Agent, the Administrator, the Administrative Agent
        and the Series 2002-2 Noteholders have agreed to, amend certain provisions
        of
        the Series 2002-2 Supplement as set forth herein; 

       

      NOW, THEREFORE, it is
        agreed: 

       

      1.        
Amendment of Definitions.  The following
        defined terms, as set forth
        in Article I(b) of the Series 2002-2 Supplement, are hereby amended and restated
        in their entirety as follows: 

       

       

       

      ““Scheduled
        Expiry Date” means, with respect to any Purchaser Group, October 27, 2008,
        as such date may be extended in accordance with Section 2.6(b).”

       

      ““Series 2002-2
        Standard & Poor’s Highest Enhancement Rate” means, as of any date of
        determination, the sum of the Series 2002-2 Standard & Poor’s Intermediate
        Enhancement Rate as of such date and 9.50%.”

       

      ““Series 2002-2
        Standard & Poor’s Intermediate Enhancement Rate” means, as of any date
        of determination, the greater of (a) 31.75% and (b) the sum of (i) 31.75%
        and
        (ii) the highest, for any calendar month within the preceding twelve calendar
        months, of the greater of (x) an amount (not less than zero) equal to 100%
        minus the Measurement Month Average for the immediately preceding
        Measurement Month and (y) an amount (not less than zero) equal to 100%
minus the Market Value Average as of the Determination Date within such
        calendar month (excluding the Market Value Average for any Determination
        Date
        which has not yet occurred).”

       

      ““Series 2002-2
        Standard & Poor’s Lowest Enhancement Rate” means, as of any date of
        determination, 21.25%.”

       

      2.        
The last sentence of Section
        2.6(b) of the Series 2002-2 Supplement is hereby
        amended and restated in its entirety as follows: 

       

       

       

      “In
        connection with any request by ABRCF to extend the Scheduled Expiry Date
        pursuant to this Section 2.6(b), ABRCF shall provide (i) to the Administrative
        Agent, who shall provide to each Purchaser Group, on or prior to the effective
        date of any such extension, a certificate of the chief financial officer
        of
        ABRCF to the effect set forth in Schedule 8.3(d) of the Base Indenture and
        (ii)
        notice to each Rating Agency of its request to extend the Scheduled Expiry
        Date.”

       

       

       

      3.        
Amendment to Schedule
        I.  (a) On the Series 2002-2 Tenth Amendment
        Effective Date (as defined below), Schedule I to the Series 2002-2 Supplement
        shall be amended 

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      by deleting such Schedule
        in
        its entirety and substituting in lieu thereof a new Schedule I in the form
        of
        Schedule A to this Amendment, which shall effect (i) the sale and assignment,
        in
        accordance with Section 2.6(e) of the Series 2002-2 Supplement,  by each
        existing Purchaser Group (each, a “Transferor Purchaser Group”) to Mizuho
        Corporate Bank (USA) and Advantage Asset Securitization Corp. (collectively,
        the
“New Acquiring Purchaser Group”) of a portion of each Transferor
        Purchaser Group’s respective rights, obligations and commitments under the
        Series 2002-2 Supplement and the Series 2002-2 Notes pursuant to Section
        11.1(e)
        of the Series 2002-2 Supplement and (ii) an increase in the Commitment Amount
        of
        certain Purchaser Groups pursuant to Section 2.6(a) of the Series 2002-2
        Supplement as reflected thereon.

       

       

       

                             
(b)        This Amendment shall, for the purposes
        of Section 11.1(e) of the Series 2002-2 Supplement, constitute a Purchaser
        Group
        Supplement, and the respective transfer of the rights and obligations of
        each
        Transferor Purchaser Group to the New Acquiring Purchaser Group shall constitute
        a valid transfer under the terms of such Section 11.1(e).

       

       

       

                             
(c)        By executing this Amendment, each
        Purchaser Group whose Commitment Amount is increased by effect of this Amendment
        hereby consents thereto in accordance with Section 2.6(a) of the Series 2002-2
        Supplement.

       

       

       

                             
(d)       By executing this Amendment, the
        Administrative Agent hereby consents to the addition of the New Acquiring
        Purchaser Group in accordance with Section 2.6(e) of the Series 2002-2
        Supplement.

       

       

       

      4.        
New Acquiring Purchaser
        Group. Upon the execution and delivery of this
        Amendment by the New Acquiring Purchaser Group, the Funding Agent with respect
        thereto, and each Transferor Purchaser Group on the Series 2002-2 Tenth
        Amendment Effective Date, the CP Conduit Purchaser, the Funding Agent and
        the
        APA Bank with respect to the New Acquiring Purchaser Group shall be parties
        to
        the Series 2002-2 Supplement for all purposes thereof.

       

       

       

      5.        
Assignments. (a) Each Transferor
        Purchaser Group hereby irrevocably
        sells, assigns and transfers to the New Acquiring Purchaser Group, without
        recourse, representation or warranty (except as set forth in Section 5(e)(i)
        hereof), and the New Acquiring Purchaser Group hereby irrevocably purchases,
        takes and assumes from each Transferor Purchaser Group, the respective portion
        reflected by the amendment to Schedule I effected hereby (the New Acquiring
        Purchaser Group’s “Purchased Percentage”) of the Commitment Amount with
        respect to the APA Banks included in each Transferor Purchaser Group under
        the
        Series 2002-2 Supplement. 

       

       

       

                             
(b)        Each Transferor Purchaser Group
        has made arrangements with the New Acquiring Purchaser Group with respect
        to (i)
        the portion, if any, to be paid, and the date or dates for payment, by each
        Transferor Purchaser Group to the New Acquiring Purchaser Group of any
        Commitment Fees with respect to the New Acquiring Purchaser Group’s Purchased
        Percentage of each Transferor Purchaser Group’s Commitment heretofore received
        by each Transferor Purchaser Group pursuant to the Series 2002-2 Supplement
        prior to the Series 2002-2 Tenth Amendment Effective Date and (ii) the portion,
        if any, to be paid and the date or dates for payment, by the New Acquiring
        Purchaser Group to each Transferor Purchaser Group of 

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Commitment Fees or Series 2002-2 Monthly
        Interest received by the New Acquiring Purchaser Group pursuant to the Series
        2002-2 Supplement from and after the Series 2002-2 Tenth Amendment Effective
        Date.        

       

         

       

                             
(c)        From and after the Series 2002-2
        Tenth Amendment Effective Date, amounts that would otherwise be payable to
        or
        for the account of any Transferor Purchaser Group pursuant to the Series
        2002-2
        Supplement with respect to the portion of the New Acquiring Purchaser Group’s
        Purchased Percentage transferred by it shall, instead, be payable to or for
        the
        accounts of the New Acquiring Purchaser Group in accordance with its Purchased
        Percentage, whether such amounts have accrued prior to the Series 2002-2
        Tenth
        Amendment Effective Date or accrue subsequent to the Series 2002-2 Tenth
        Amendment Effective Date.

       

       

       

                             
(d)       Each Transferor Purchaser Group and the
        New Acquiring Purchaser Group agrees that at any time and from time to time
        upon
        the written request of any other party, it will execute and deliver such
        further
        documents and do such further acts and things as such other party may reasonably
        request in order to effect the purposes of the assignment pursuant to this
        Section 5.

       

       

       

                             
(e)        By executing and delivering this
        Amendment, each Transferor Purchaser Group confirms to and agrees with the
        New
        Acquiring Purchaser Group, and the New Acquiring Purchaser Group confirms
        to and
        agrees with each Transferor Purchaser Group as follows: (i) other than the
        representation and warranty that each Transferor Purchaser Group is the legal
        and beneficial owner of the interest being assigned hereby by it free and
        clear
        of any adverse claim, each Transferor Purchaser Group makes no representation
        or
        warranty and assumes no responsibility with respect to any statements,
        warranties or representations made in or in connection with the Series 2002-2
        Supplement or the execution, legality, validity, enforceability, genuineness,
        sufficiency or value of the Indenture, the Series 2002-2 Notes, the Related
        Documents or any instrument or document furnished pursuant thereto; (ii)
        each
        Transferor Purchaser Group makes no representation or warranty and assumes
        no
        responsibility with respect to the financial condition of ABRCF or the
        performance or observance by ABRCF of any of ABRCF’s obligations under the
        Indenture, the Related Documents or any other instrument or document furnished
        pursuant hereto; (iii) the New Acquiring Purchaser Group confirms that it
        has
        received a copy of the Indenture and such other Related Documents and other
        documents and information as it has deemed appropriate to make its own credit
        analysis and decision to enter into this Amendment; and (iv) the New Acquiring
        Purchaser Group will, independently and without reliance upon the Administrative
        Agent, any Transferor Purchaser Group or any other Person and based on such
        documents and information as it shall deem appropriate at the time, continue
        to
        make its own credit decisions in taking or not taking action under the
        Indenture.     

       

       

       

                             
(f)        By executing and delivering this
        Amendment, the New Acquiring Purchaser Group confirms to and agrees with
        each
        Transferor Purchaser Group as follows: (i) the New Acquiring Purchaser Group
        appoints and authorizes the Administrative Agent to take such action as agent
        on
        its behalf and to exercise such powers under the Series 2002-2 Supplement
        as are
        delegated to the Administrative Agent by the terms thereof together with
        such
        powers as are reasonably incidental thereto, all in accordance with Article
        IX
        of the Series 2002-2 Supplement; (ii) each member of the New Acquiring Purchaser
        Group appoints and authorizes the Funding Agent with respect to the New
        Acquiring Purchaser Group to take such action as agent on its 

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      behalf and to exercise such powers under
        the
        Series 2002-2 Supplement as are delegated to such Funding Agent by the terms
        thereof, together with such powers as are reasonably incidental thereto,
        all in
        accordance with Article X of the Series 2002-2 Supplement; (iii) each member
        of
        the New Acquiring Purchaser Group agrees that it will perform in accordance
        with
        their terms all of the obligations which by the terms of the Indenture are
        required to be performed by it as a member of the New Acquiring Purchaser
        Group
        and (iv) each member of the New Acquiring Purchaser Group confirms that it
        is an
        Eligible Assignee.

       

       

       

                             
(g)        The notice information
        for the New
        Acquiring Purchaser Group for purposes of Section 11.20 of the Series 2002-2
        Supplement is:

       

                             
 

       

      Mizuho
        Corporate Bank 

      c/o
        Mizuho Corporate Bank,
        Ltd.
                       
1251 Avenue of the Americas, 31st
        Floor
                       
New York, New York  10020

       

      Attention:
        Hiroyuki Kasama (telephone: 212-282-3653; email:
        hiroyuki.kasama@mizuhocbus.com); Johan Andreasson (telephone: 212-282-3544;
        email: johan.andreasson@mizuhocbus.com); Fumio Okuhira (telephone: 212-282-3645;
        email: fumio.okuhira@mizuhocbus.com); and Colette Guillaume (telephone:
        212-282-3633; email: colette.guillaume@mizuhocbus.com)

       

       

       

      Advantage
        Asset Securitization Corp.

      c/o
        Mizuho Corporate Bank,
        Ltd.
                       
1251 Avenue of the Americas, 31st
        Floor
                       
New York, New York  10020

       

      Attention:
        Hiroyuki Kasama (telephone: 212-282-3653; email:
        hiroyuki.kasama@mizuhocbus.com); Johan Andreasson (telephone: 212-282-3544;
        email: johan.andreasson@mizuhocbus.com); Fumio Okuhira (telephone: 212-282-3645;
        email: fumio.okuhira@mizuhocbus.com); and Colette Guillaume (telephone:
        212-282-3633; email: colette.guillaume@mizuhocbus.com)

       

       

       

      6.        
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 2002-2 Supplement.

       

       

       

      7.        
Consent
        to
        Extension under Section 2.6(b).  Each Purchaser Group, by executing
        this Amendment hereby agrees to the extension of the Scheduled Expiry Date as
        effected by this Amendment.

       

       

       

      8.        
This Amendment shall become
        effective as of the first date (the “Series
        2002-2 Tenth 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, (ii) the Rating Agency Consent Condition shall have been satisfied
        with respect to this Amendment, (iii) ABRCF shall have acquired one or more
        Series 2002-2 Interest Rate Caps satisfying the requirements of Section 3.11(a)
        of the Series 2002-2 Supplement (giving effect to this Amendment) and (iv)
        all
        certificates and 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      opinions of counsel required
        under the Base Indenture or by the Series 2002-2 Noteholders shall have been
        delivered to the Trustee and the Series 2002-2 Noteholders, as applicable.
        

       

       

       

      9.        
From and after the Series
        2002-2 Tenth Amendment Effective Date, all references
        to the Series 2002-2 Supplement shall be deemed to be references to the Series
        2002-2 Supplement as amended hereby.

       

       

       

      10.      
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.

       

       

       

      11.      
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.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      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.

       

      	
               

               

            	
              By:

            	
              AVIS BUDGET
                RENTAL
                CAR FUNDING

                         
                (AESOP) LLC, as Issuer

               

               

              /s/ Rochelle Tarlowe

            
	
               

               

            	
               

               

            	
              Name:  Rochelle
                Tarlowe

              Title:   
                Vice President, Treasury

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
               

               

            	
              By:

            	
              THE BANK OF
                NEW YORK
                TRUST

                         
                COMPANY, N.A., as Trustee and Series

                         
                2002-2 Agent

               

              /s/ Marian
                Onischak

            
	
               

               

            	
               

               

            	
              Name:  Marian
                Onischak

              Title: Vice
                President

               

            
	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

               

            	
              By:

            	
              JPMORGAN CHASE
                BANK,
                N.A., as

                         
                Administrative Agent

               

              /s/ George S.
                Wilkins

            
	
               

               

            	
               

               

            	
              Name:  George
                S. Wilkins

              Title: Vice
                President

               

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    AGREED, ACKNOWLEDGED AND
      CONSENTED:

     

     

     

    
      	
              By:

            	
              SHEFFIELD
                RECEIVABLES CORPORATION,

                         
                as a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

               

              Barclays Bank
                PLC

            
	
               

               

            	
              as
                Attorney-in-Fact

               

            


    

     

     

    
      	
              By:

            	
              /s/ Janette
                Lieu

            
	
               

               

            	
              Name: Janette
                Lieu

              Title:
                Director

               

            


    

     

     

    
      	
              By:

               

            	
              BARCLAYS BANK
                PLC,

              as
                a
                Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

               

              /s/ Jeffrey
                Goldberg

            
	
               

               

            	
              Name: Jeffrey
                Goldberg

              Title: Associate
                Director

               

            


    

     

     

    
      	
              By:

            	
               

            
	
               

               

            	
              Name: 

              Title: 

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              By:

            	
              LIBERTY STREET
                FUNDING LLC,

                         
                as a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

              /s/ Jill A.
                Gordon

            
	
               

               

            	
              Name: Jill A.
                Gordon

              Title: Vice
                President

               

            


       

       

      	
              By:

            	
              THE BANK OF
                NOVA
                SCOTIA,

              as
                a
                Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

              /s/  J. Alan
                Edwards

            
	
               

               

            	
              Name: J. Alan
                Edwards

              Title: Managing
                Director

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              By:

            	
              YC SUSI TRUST,

                         
                as a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

               

              Bank of America,
                National Association,

            
	
               

               

            	
              as Administrative
                Trustee

               

            


       

      	
              By:

            	
              /s/ Jeremy
                Grubb

            
	
               

               

            	
              Name: Jeremy
                Grubb

              Title: Vice
                President

               

            


       

       

      	
              By:

            	
              Bank of America, National
                Association,

                         
                as a Funding Agent and an APA Bank under

                         
                the Series 2002-2 Supplement

               

              /s/ Jeremy Grubb

            
	
               

               

            	
              Name: Jeremy
                Grubb

              Title: Vice
                President

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              By:

            	
              CHARTA,
                LLC (as successor to Charta Corporation),

              as a CP Conduit
                Purchaser under the Series 2002-2 Supplement

               

              Citicorp North America, Inc.,


            
	
               

               

            	
              as
                Attorney-in-fact

            


       

       

      	
              By:

            	
              /s/ John Schwarz

            
	
               

               

            	
              Name: John
                Schwarz

              Title: Managing
                Director

               

            


       

       

      	
              By:

               

            	
              CITIBANK,
                N.A., as 

              an
                APA Bank under the Series 2002-2 Supplement

               

              /s/ John Schwarz

            
	
               

               

            	
              Name: John
                Schwarz

              Title: VP &
                Managing Director

            


       

       

       

      	
              By:

            	
              CITICORP
                NORTH AMERICA, INC.,

              as a Funding
                Agent
                under the Series 2002-2 Supplement

               

              /s/ John Schwarz

            
	
               

               

            	
              Name: John
                Schwarz

              Title: Managing
                Director

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              By:

            	
              JUPITER SECURITIZATION COMPANY LLC,

                         
                as a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

              /s/ George S. Wilkins

            
	
               

               

            	
              Name: George
                S.
                Wilkins

              Title:  Vice
                President

               

            


       

      	
              By:

            	
              JPMORGAN CHASE BANK, N.A.

              as a Funding Agent
                under the Series

              2002-2 Supplement
                


              /s/ George S. Wilkins

            
	
               

               

            	
              Name: George
                S.
                Wilkins

              Title:  Vice
                President

               

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              By:

            	
              GEMINI SECURITIZATION CORP., LLC,

                         
                as a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

              /s/ R. Douglas Donaldson

            
	
               

               

            	
              Name: R. Douglas
                Donaldson

              Title:
                Treasurer

            


       

      	
              By:

            	
              DEUTSCHE BANK AG, NEW YORK BRANCH,

                  as
                a Funding Agent and an APA Bank under the

                         
                Series 2002-2 Supplement

               

              /s/ Stephen Newman

            
	
               

               

            	
              Name: Stephen
                Newman

              Title:
                Director

            


       

       

      	
              By:

            	
              /s/ Sumeet Wadhera

            
	
               

               

            	
              Name: Sumeet
                Wadhera

              Title:
                Director

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
              By:

            	
              ATLANTIC ASSET SECURITIZATION LLC,
                
            as
                a CP Conduit Purchaser under the Series

                         
                2002-2 Supplement

               

              /s/ Sam Pilcer

            
	
               

               

            	
              Name: Sam
                Pilcer

              Title: Managing
                Director

               

            


       

       

      	
              By:

            	
              /s/ Barbara Kellc

            
	
               

               

            	
              Name: Barbara
                Kellc

              Title: Managing
                Director

               

            


       

       

      	
              By:

            	
              CALYON NEW YORK BRANCH,

                         
                as a Funding Agent and an APA Bank under the

                         
                Series 2002-2 Supplement

               

              /s/ Sam Pilcer

            
	
               

               

            	
              Name: Sam
                Pilcer

              Title: Managing
                Director

               

            


       

      	
              By:

            	
              /s/ Barbara Kellc

            
	
               

               

            	
              Name: Barbara
                Kellc

              Title: Managing
                Director

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
       

      	
              By:

            	
              THAMES ASSET GLOBAL 

              SECURITIZATION
                NO.
                1., INC.,

                         
                as a CP Conduit Purchaser under the Series 2002-2 Supplement

               

              /s/ R. Douglas Donaldson

            
	
               

               

            	
              Name: R. Douglas
                Donaldson

              Title:
                Treasurer

            


       

      	
              By:

            	
              THE ROYAL BANK OF SCOTLAND PLC, NEW
                YORK
                BRANCH,

                         
                as an APA Bank under the Series 2002-2 Supplement

               

              /s/ James P. Welch

            
	
               

               

            	
              Name:  James P.
                Welch

              Title: Senior
                Vice
                President

               

            


       

       

      	
              By:

            	
              THE ROYAL BANK OF SCOTLAND PLC,

                         
                as a Funding Agent under the Series 2002-2 Supplement

               

              Michael Zappaterrini

            
	
               

               

            	
              Name: Michael
                Zappaterrini

              Title: 
                Managing Director

               

            


       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	
              By:

            	
              ADVANTAGE ASSET SECURITIZATION
                CORP.,

                         
                as a CP Conduit Purchaser under the Series 2002-2 Supplement

               

              /s/ R. Douglas Donaldson

            
	
               

               

            	
              Name:  R.
                Douglas Donaldson

              Title:
                Treasurer

            


       

      	
              By:

            	
              MIZUHO CORPORATE BANK, LTD.,

                         
                as an APA Bank under the Series 2002-2

                         
                Supplement

               

              /s/ Hidekatsu Take

            
	
               

               

            	
              Name: Hidekatsu
                Take

              Title:  Deputy
                General Manager

               

            


       

      	
              By:

            	
              MIZUHO CORPORATE BANK (USA),

                         
                as a Funding Agent under the Series 2002-2 Supplement

               

              /s/ Hiroyuki Kasama

            
	
               

               

            	
              Name: Hiroyuki
                Kasama

              Title: Senior
                Vice
                President

            


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	
              By:

               

            	
              AVIS BUDGET CAR RENTAL, LLC,

                         
                as Administrator

               

              /s/ Rochelle
                Tarlowe     

            
	
               

               

            	
              Name: Rochelle
                Tarlowe

              Title: Vice
                President, Treasury

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
       

      
        	
                 

              	
                SCHEDULE
                  I TO SERIES 2002-2
                  SUPPLEMENT

              


      

       

      
        	 	
                CP
                  Conduit

              	
                APA
                  Bank

              	
                Funding
                  Agent

              	
                APA
                  Bank Percentage

              	
                Maximum

                Purchaser
                  Group

                Invested
                  Amount

              	
                Match
                  Funding

              	
                Purchased

                Percentage

              
	
                1.

              	
                Sheffield
                  Receivables Corporation

                 

              	
                Barclays
                  Bank PLC

              	
                Barclays
                  Bank PLC

              	
                100%

              	
                $100,000,000

              	
                Yes

              	
                6.66%

              
	
                2.

              	
                Atlantic
                  Asset Securitization LLC

                 

              	
                Calyon
                  New York Branch

              	
                Calyon
                  New York Branch

              	
                100%

              	
                $150,000,000

              	
                No

                 

              	
                10.00%

              
	
                3.

              	
                Thames
                  Asset Global Securitization No. 1., Inc.

                 

              	
                The
                  Royal Bank of Scotland plc, New York Branch

              	
                The
                  Royal Bank of Scotland plc

              	
                100%

              	
                $175,000,000

              	
                No

                 

              	
                11.66%

              
	
                4.

              	
                Gemini
                  Securitization Corp., LLC

                 

              	
                Deutsche
                  Bank AG, New York Branch

              	
                Deutsche
                  Bank AG, New York Branch

              	
                100%

              	
                $175,000,000

              	
                No

              	
                11.66%

              
	
                5.

              	
                Liberty
                  Street Funding LLC

                 

              	
                The
                  Bank of Nova Scotia

              	
                The
                  Bank of Nova Scotia

              	
                100%

              	
                $175,000,000

              	
                No

              	
                11.66%

              
	
                6.

              	
                YC
                  SUSI Trust

                 

              	
                Bank
                  of America, National Association

              	
                Bank
                  of America, National Association

              	
                100%

              	
                $175,000,000

              	
                No

              	
                11.66%

              
	
                7.

              	
                Charta,
                  LLC

              	
                Citibank,
                  N.A.

              	
                Citicorp
                  North America, Inc.

              	
                100%

              	
                $125,000,000

              	
                No

                 

              	
                8.33%

              
	
                8.

              	
                Jupiter
                  Securitization Company LLC

                 

              	
                JPMorgan
                  Chase Bank, N.A.

              	
                JPMorgan
                  Chase Bank, N.A.

              	
                100%

              	
                $275,000,000

              	
                No

              	
                18.33%

              
	
                9.

              	
                Advantage
                  Asset Securitization Corp.

              	
                Mizuho
                  Corporate Bank, Ltd.

              	
                Mizuho
                  Corporate Bank (USA)

              	
                100%

              	
                $150,000,000

              	
                Yes

              	
                10.00%