Supplemental Indenture No. 1 to the Base Indenture


    Exhibit
      10.1


     

    CENDANT
      RENTAL CAR FUNDING
      (AESOP)
      LLC

     

    as
      Issuer

     

    and

     

    THE
      BANK
      OF NEW YORK,

     

    as
      Trustee

     

    ___________________________________________

     

    SUPPLEMENTAL
      INDENTURE No. 1

     

    Dated
      as
      of December 23, 2005

     

    to

     

    SECOND
      AMENDED AND RESTATED

     

    BASE
      INDENTURE

     

    Dated
      as
      of June 3, 2004

     

    ___________________________________________

     

    Rental
      Car Asset Backed Notes

     

    (Issuable
      in Series)

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SUPPLEMENTAL
      INDENTURE No. 1, dated as of December 23, 2005 (“Supplemental
      Indenture”),
      to
      the SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of June 3, 2004,
      between CENDANT
      RENTAL CAR FUNDING
      (AESOP)
      LLC, a special purpose, limited liability company established under the laws
      of
      Delaware, as issuer (“CRCF”),
      and
      THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such
      capacity, the “Trustee”).

     

     

    W I T N E S S E T H:

     

    WHEREAS,
      CRCF and the Trustee are parties to a Second Amended and Restated Base
      Indenture, dated as of June 3, 2004 (the “Base
      Indenture”);
      and

     

    WHEREAS,
      CRCF desires to amend certain definitions and to insert certain definitions
      into
      Schedule I to the Base Indenture;

     

    WHEREAS,
      CRCF has duly authorized the execution and delivery of this Supplemental
      Indenture; 

     

    WHEREAS,
      pursuant to Section 12.2(i) of the Base Indenture, an amendment to certain
      definitions in the Definitions List in Schedule I to the Base Indenture requires
      the consent of each affected Noteholder; and

     

    WHEREAS,
      CRCF has received the consent of each affected Noteholder in accordance with
      the
      terms and conditions of the applicable Supplement in connection with the
      execution of this Supplemental Indenture;

     

    NOW,
      THEREFORE, for and in consideration of the premises, and other good and valuable
      consideration the receipt and sufficiency of which are acknowledged, it is
      mutually covenanted and agreed, that the Base Indenture be amended and
      supplemented as follows:

     

    SECTION
      1:   AMENDMENT
      TO SCHEDULE I

     

    Section
      1.1  Additional
      Definitions.
      The
      Definitions List in Schedule I to the Base Indenture is hereby amended by adding
      the following definitions in appropriate alphabetical order:

     

    ““Adjustment
      Amount”
means,
      as of any date of determination, with respect to each Adjusted Program Vehicle
      as of such date, an amount equal to either (i) the amount with respect to such
      Adjusted Program Vehicle for such date agreed to in writing by CRCF and each
      of
      the Noteholders, which amount shall have been reported by CRCF to each Rating
      Agency or (ii) if no such amount for such date has been agreed to in writing
      by
      CRCF and each of the Noteholders, the amount, if any, by which (a) the Net
      Book
      Value of such Adjusted Program Vehicle as of such date exceeds (b) an amount
      equal to what would have been the Net Book Value of such Program Vehicle as
      of
      such date had such Adjusted Program Vehicle been a Non-Program Vehicle at the
      time of delivery thereof pursuant to Section
      2.1
      of the
      AESOP I Operating Lease.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ““Adjusted
      Program Vehicle”
means,
      as of any date of determination, a Program Vehicle manufactured by a Bankrupt
      Manufacturer with respect to which the Confirmation Condition is not satisfied;
      provided,
      however,
      that
      solely for the purposes of calculating the Adjustment Amount with respect to
      any
      Adjusted Program Vehicle that has become a Redesignated Vehicle, such Vehicle
      shall be considered an Adjusted Program Vehicle until all amounts required
      to be
      paid pursuant to, and in accordance with, Section 2.7 of the applicable Lease
      with respect to such Adjusted Program Vehicle have been paid.”

     

    ““Aggregate
      Adjustment Amount”
means,
      as of any date of determination, the sum of the Adjustment Amount for each
      Adjusted Program Vehicle leased under a Lease.”

     

    ““Bankrupt
      Manufacturer”
means
      any Manufacturer of Program Vehicles with respect to which an Event of
      Bankruptcy (determined without regard to the 60 day period in clause (a) of
      the
      definition of Event of Bankruptcy) has occurred and is continuing.”

     

    ““Chapter
      11 Proceedings”
means
      proceedings under chapter 11 of the Bankruptcy Code.”

     

    ““Confirmation
      Condition”
means,
      with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11
      Proceedings, a condition that shall be satisfied upon the bankruptcy court
      having competent jurisdiction over such Chapter 11 Proceedings issuing an order
      that remains in effect approving (i) the assumption of such Bankrupt
      Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by
      such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt
      Manufacturer under Section 365 of the Bankruptcy Code and at the time of such
      assumption, the payment of all amounts due and payable by such Bankrupt
      Manufacturer under such Manufacturer Program and the curing of all other
      defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery
      and performance by such Bankrupt Manufacturer of a new post-petition
      Manufacturer Program (and the related assignment agreements) on the same terms
      and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer
      Program (and the related Assignment Agreements) in effect on the date such
      Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at
      the
      time of the execution and delivery of such new post-petition Manufacturer
      Program, the payment of all amounts due and payable by such Bankrupt
      Manufacturer under such Manufacturer Program and the curing of all other
      defaults by the Bankrupt Manufacturer thereunder; provided
      that
      notwithstanding the foregoing, the Confirmation Condition shall be deemed
      satisfied until the 30th
      calendar
      day following the initial filing in respect of such Chapter 11
      Proceedings.”

     

    ““Excluded
      Redesignated Vehicle”
means
      each Vehicle manufactured by a Manufacturer with respect to which an Event
      of
      Bankruptcy or Manufacturer Event of Default has occurred that becomes a
      Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and
      from the date such Vehicle becomes a Redesignated Vehicle to and until the
      Inclusion Date for such Vehicle.” 

     

    
      
         

      

      
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    ““Inclusion
      Date”
means,
      with respect to any Vehicle, the date that is nine months after the earlier
      of
      (i) the date such Vehicle became a Redesignated Vehicle and (ii) if the
      Manufacturer of such Vehicle is a Bankrupt Manufacturer, the date upon which
      the
      Event of Bankruptcy which caused such Manufacturer to become a Bankrupt
      Manufacturer first occurred.”

     

    ““Redesignated
      Vehicle”
means
      any Vehicle that was a Program Vehicle when originally acquired or financed
      by
      the applicable Lessor and that has been redesignated as a Non-Program Vehicle
      in
      accordance with Section 2.7 of the applicable Lease.”

     

    ““Unaccepted
      Program Vehicle”
means
      a
      Program Vehicle that is rejected as ineligible for repurchase by the related
      Manufacturer (or for sale at auction under the applicable Manufacturer Program)
      and that is not expected to be accepted upon a subsequent return, or that at
      the
      time of its intended disposition is determined by the relevant Lessee as likely
      to be so rejected; provided,
      however,
      that
      after such rejection or determination such Vehicle will not be used in the
      operating fleet of the relevant Lessee.”

     

    Section
      1.2  Amended
      and Restated Definitions.
      The
      Definitions List in Schedule I to the Base Indenture is hereby amended by
      deleting the definition of  “AESOP
      I
      Operating Lease Non-Program Vehicle Ineligible Asset Amount”, “AESOP I Operating
      Lease Program Vehicle Ineligible Asset Amount”,  “AESOP
      II
      Ineligible Asset Amount”, “Eligible Non-Program Manufacturer”, “Finance Lease
      Non-Program Vehicle Ineligible Asset Amount”, “Finance
      Lease Program Vehicle Ineligible Asset Amount”,“Manufacturer
      Event of Default”, “Market Value Average”, “Monthly Noteholders
      Statement” and “Non-Program
      Fleet Market Value” and
      the
      following are hereby inserted in place thereof:

     

    ““AESOP
      I Operating Lease Non-Program Vehicle Ineligible Asset Amount”
means,
      as of any date of determination, an amount equal to, without duplication, (a)
      the aggregate of all amounts specified in clause
      (ii)
      of the
      definition of “AESOP I Operating Lease Loan Agreement Non-Program Vehicle
      Borrowing Base” which are either (x) unpaid more than thirty (30) days past
      the applicable disposition date or (y) due from a Bankrupt Manufacturer,
plus
      (b) the
      aggregate of all amounts specified in clause
      (iii)
      of the
      definition of “AESOP I Operating Lease Loan Agreement Non-Program Vehicle
      Borrowing Base” which are past due as of such date.”

     

    ““AESOP
      I Operating Lease Program Vehicle Ineligible Asset Amount”
means,
      as of any date of determination, an amount equal to, without duplication, (a)
      the aggregate of all amounts receivable as of such date by AESOP Leasing or
      the
      Intermediary under and in accordance with a Manufacturer Program with respect
      to
      Program Vehicles that were leased under the AESOP I Operating Lease from a
      Manufacturer with respect to which a Manufacturer Event of Default has occurred,
      plus
      (b) the
      aggregate of all amounts receivable as of such date by AESOP Leasing or the
      Intermediary under and in accordance with a Manufacturer Program with respect
      to
      Program Vehicles that were leased under the AESOP I Operating Lease from a
      Manufacturer that is not a Bankrupt Manufacturer which amounts are unpaid more
      than ninety (90) days past the applicable Turnback Date, plus
      (c) the
      aggregate of all amounts specified in clause
      (iii)
      of the
      definition of “AESOP I Operating Lease Loan Agreement 

     

    
      
         

      

      
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    Program
      Vehicle Borrowing Base” which are unpaid more than thirty (30) days past the
      applicable disposition date, plus
      (d) the
      aggregate of all amounts specified in clause
      (iv)
      of the
      definition of “AESOP I Operating Lease Loan Agreement Program Vehicle Borrowing
      Base” which are past due as of such date, plus
      (e) the
      aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
      date
      by AESOP Leasing or the Intermediary under and in accordance with a Manufacturer
      Program with respect to Program Vehicles that were leased under the AESOP I
      Operating Lease.”

     

    ““AESOP
      II Ineligible Asset Amount”
means,
      as of any date of determination, an amount equal to, without duplication, (a)
      the aggregate of all amounts receivable as of such date by AESOP Leasing II
      under and in accordance with a Manufacturer Program with respect to Program
      Vehicles leased under the AESOP II Operating Lease from a Manufacturer with
      respect to which a Manufacturer Event of Default has occurred, plus
      (b) the
      aggregate of all amounts receivable as of such date by AESOP Leasing II under
      and in accordance with a Manufacturer Program with respect to Program Vehicles
      leased under the AESOP II Operating Lease from a Manufacturer that is not a
      Bankrupt Manufacturer which amounts are unpaid more than ninety (90) days past
      the applicable Turnback Date, plus
      (c) the
      aggregate of all amounts specified in clause
      (iii)
      of the
      definition of “AESOP II Loan Agreement Borrowing Base” which are unpaid more
      than thirty (30) days past the applicable disposition date, plus
      (d) the
      aggregate of all amounts specified in clause
      (iv)
      of the
      definition of “AESOP II Loan Agreement Borrowing Base” which are past due as of
      such date, plus
      (e) the
      aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
      date
      by AESOP Leasing II under and in accordance with a Manufacturer Program with
      respect to Program Vehicles leased under the AESOP II Operating
      Lease.”

     

    ““Eligible
      Non-Program Manufacturer”
means
      GM, Chrysler, Ford, Mazda, Nissan, Nissan Hawaii, Toyota, Subaru, Mitsubishi,
      Kia, Hyundai, Isuzu, Suzuki and any other Manufacturer that (i) has been
      approved by the Rating Agencies or has been reviewed by the Rating Agencies
      and
      the Rating Agencies have indicated that the inclusion of such Manufacturer
      as an
      Eligible Non-Program Manufacturer will not adversely affect the current rating
      of any Series of Notes and (ii) has been approved by each Enhancement
      Provider.”

     

    ““Finance
      Lease Non-Program Vehicle Ineligible Asset Amount”
means,
      as of any date of determination, an amount equal to the sum, without
      duplication, of (a) the aggregate of all amounts specified in clause
      (ii)
      of the
      definition of “AESOP I Finance Lease Loan Agreement Non-Program Vehicle
      Borrowing Base” which are either (x) unpaid more than thirty (30) days past
      the applicable disposition date or (y) due from a Bankrupt Manufacturer,
plus
      (b) the
      aggregate of all amounts specified in clause
      (iii)
      of the
      definition of “AESOP I Finance Lease Loan Agreement Non-Program Vehicle
      Borrowing Base” which are past due as of such date.”

     

    ““Finance
      Lease Program Vehicle Ineligible Asset Amount”
means,
      as of any date of determination, an amount (without duplication) equal to (a)
      the aggregate of all amounts receivable as of such date by CCRG, ARAC, BRAC,
      AESOP Leasing or the Intermediary under and in accordance with a Manufacturer
      Program with respect to Program Vehicles leased under the Finance Lease from
      a
      Manufacturer with respect to which a Manufacturer Event of Default has occurred,
      plus
      (b) the
      aggregate of all amounts receivable as of such date by CCRG, ARAC, BRAC, AESOP
      Leasing or the Intermediary under and in accordance with a Manufacturer Program
      with respect to 

     

    
      
         

      

      
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    Program
      Vehicles leased under the Finance Lease from a Manufacturer that is not a
      Bankrupt Manufacturer which amounts are unpaid more than ninety (90) days past
      the applicable Turnback Date, plus
      (c) the
      aggregate of all amounts specified in clause
      (iii)
      of the
      definition of “AESOP I Finance Lease Loan Agreement Program Vehicle Borrowing
      Base” which are unpaid more than thirty (30) days past the applicable
      disposition date, plus
      (d) the
      aggregate of all amounts specified in clause
      (iv)
      of the
      definition of “AESOP I Finance Lease Loan Agreement Program Vehicle Borrowing
      Base” which are past due as of such date, plus
      (e) the
      aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
      date
      by CCRG, ARAC, BRAC, AESOP Leasing or the Intermediary under and in accordance
      with a Manufacturer Program with respect to Program Vehicles leased under the
      Finance Lease.”

     

    ““Manufacturer
      Event of Default”
means,
      with respect to any Manufacturer, (i) the failure by such Manufacturer (or
      in
      the case of a Guaranteed Depreciation Program, the failure by such Manufacturer
      or any related auction dealers) to pay any amount due (including any recovery
      in
      a bankruptcy proceeding of a payment previously made which results in a failure
      to pay) under such Manufacturer’s Manufacturer Program with respect to a Vehicle
      turned in to such Manufacturer (including any Relinquished Vehicle);
provided,
      however,
      that
      (a)(I) in the case of an Eligible Manufacturer Program with a Manufacturer
      that
      is not a debtor in Chapter 11 Proceedings, such failure continues for more
      than
      ninety (90) days following the Turnback Date for such Vehicle, (II) in the
      case
      of an Eligible Manufacturer Program with a Manufacturer that is a debtor in
      Chapter 11 Proceedings, such failure continues either (x) for more than thirty
      (30) days from the later of the date such amount was due under the terms of
      such
      Manufacturer’s Manufacturer Program and the date of the initial filing in
      respect of such Chapter 11 Proceedings or (y) more than ninety (90) days
      following the Turnback Date for such Vehicle and (III) in the case of any other
      Manufacturer Program, such failure continues for more than thirty (30) days
      following the Turnback Date for such Vehicle and (b) in the case of an Eligible
      Manufacturer Program only, the aggregate of any such amounts not paid (each,
      a
“Past
      Due Amount”)
      are
      equal to or in excess of the lesser of the Default Amount with respect to such
      Manufacturer Program and the then-outstanding aggregate amount of repurchase
      obligations of the Manufacturer under such Manufacturer Program, in each case
      net of Past Due Amounts that are the subject of a good faith dispute as
      evidenced by a writing by AESOP Leasing, AESOP Leasing II, ARAC, BRAC or CCRG,
      as applicable, or the Manufacturer questioning the accuracy of amounts paid
      or
      payable in respect of certain Vehicles tendered for repurchase under a
      Manufacturer Program (as distinguished from any dispute relating to the
      repudiation or other attempt to reject a Manufacturer Program by such
      Manufacturer generally of its obligations under such Manufacturer Program or
      the
      assertion by such Manufacturer of the invalidity or unenforceability as against
      it of such Manufacturer Program); (ii) the occurrence and continuance of an
      Event of Bankruptcy with respect to such Manufacturer; (iii) the failure or
      refusal by such Manufacturer to accept for repurchase Program Vehicles in breach
      of such Manufacturer’s related Manufacturer Program; or (iv) the termination of
      such 

     

    
      
         

      

      
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    Manufacturer’s
      Manufacturer Program or the failure of an Eligible Program Manufacturer’s
      Manufacturer Program to meet the requirements of an Eligible Manufacturer
      Program; provided,
      that no
      Manufacturer Event of Default shall be deemed to have occurred and be continuing
      under clause (ii) with respect to a Manufacturer on any date so long as (a)
      no
      Enhancement Deficiency exists with respect to any Series of Notes, and
      (b)
      such Manufacturer is a debtor in Chapter 11 Proceedings and, on or prior to
      such
      date,
      (i) such
      Manufacturer has not failed to assume a Manufacturer Program and related
      assignment agreements and receive any bankruptcy court approval by any date
      specified by order of the bankruptcy court having competent jurisdiction over
      such Chapter 11 Proceedings, (ii)
      neither such Manufacturer nor the trustee in bankruptcy of such Manufacturer
      has
      filed a motion in the bankruptcy court having competent jurisdiction over such
      Chapter 11 Proceedings seeking such bankruptcy court’s approval of the rejection
      of the Manufacturer Program (or any material portion thereof) of such
      Manufacturer pursuant to Section 365 of the Bankruptcy Code without concurrently
      seeking approval of the execution of a new Manufacturer Program (and the related
      Assignment Agreements) of such Manufacturer on the same terms and covering
      the
      same Vehicles as the Manufacturer Program being rejected and (iii) no plan
      in
      such Chapter 11 Proceedings has been confirmed without the assumption of all
      such Manufacturer Programs and the related Assignment Agreements under Section
      365 of the Bankruptcy Code.”

     

    ““Market
      Value Average”
means,
      as of any day, the percentage equivalent of a fraction, the numerator of which
      is the average of the Non-Program Fleet Market Value as of the preceding
      Determination Date and the two Determination Dates precedent thereto and the
      denominator of which is the average of the aggregate Net Book Value of all
      Non-Program Vehicles (excluding (i) any Unaccepted Program Vehicles and (ii)
      any
      Excluded Redesignated Vehicles) leased under the AESOP I Operating Lease and
      the
      Finance Lease as of the preceding Determination Date and the two Determi-nation
      Dates precedent thereto.”

     

    ““Monthly
      Noteholders Statement”
means
      a
      statement containing the information set forth in Exhibit
      E
      to the
      Base Indenture.”

     

    ““Non-Program
      Fleet Market Value”
means,
      with respect to all Non-Program Vehicles (excluding (i) any Unaccepted
      Program Vehicles and (ii) any
      Excluded Redesignated Vehicles) as
      of any
      date of determination, the sum of the respective Market Values of each such
      Non-Program Vehicle subject to the AESOP I Operating Lease or the Finance Lease
      as of such date. For purposes of computing the Non-Program Fleet Market Value,
      the “Market Value” of a Non-Program Vehicle means the market value of such
      Non-Program Vehicle as specified in the most recently published NADA Guide
      for
      the model class and model year of such Non-Program Vehicle based on the average
      equipment and the average mileage of each Non-Program Vehicle of such model
      class and model year then leased under the AESOP I Operating Lease and the
      Finance Lease. If such Non-Program Vehicle is not listed in the most recently
      published NADA Guide, then the “Market Value” of a Non-Program Vehicle means the
      Capitalized Cost of such Non-Program Vehicle less depreciation charges accrued
      in respect of such Non-Program Vehicle in accordance with the applicable
      Depreciation Schedule since the date of such 

     

    
      
         

      

      
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    Non-Program
      Vehicle’s purchase. Notwithstanding the foregoing, if a Non-Program Vehicle is
      subject to a Manufacturer Program and for so long as no Manufacturer Event
      of
      Default has occurred with respect to the related Manufacturer, the Market Value
      of such Non-Program Vehicle as of any date of determination, will equal the
      Repurchase Price on such date with respect to such Vehicle under such
      Manufacturer Program.”

     

    Section
      1.3  Amended
      Definitions.

     

    The
      Definitions List in Schedule I to the Base Indenture is hereby amended by
      deleting the term “Redesignated Program Vehicle” and replacing the term
“Redesignated Program Vehicle” with the term “Unaccepted Program Vehicle” in
      each place such term appears within the definitions of “Measurement Month”,
“Measurement Month Average” and “Non-Program Vehicle Amount”.

     

    


    


    SECTION
      2:   REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Trustee to agree to this Supplemental Indenture, CRCF hereby
      represents and warrants as follows for the benefit of the Trustee and the
      Secured Parties, as of the date hereof:

     

    Section
      2.1  Affirmation
      of Representations and Warranties.

     

    Each
      representation and warranty of CRCF set forth in the Base Indenture and in
      each
      other Related Document to which it is a party is true and correct as of the
      date
      of this Supplemental Indenture in all material respects (except for
      representations and warranties which are limited as to materiality by their
      terms, which representations and warranties shall be true and correct as of
      the
      date of this Supplemental Indenture) as though such representation or warranty
      were being made on and as of the date hereof and is hereby deemed repeated
      as
      though fully set forth herein.

     

    Section
      2.2  Limited
      Liability Company and Governmental Authorization.

     

    The
      execution, delivery and performance by CRCF of this Supplemental Indenture
      (a)
      is within CRCF’s limited liability company powers and has been duly authorized
      by all necessary limited liability company action, (b) requires no action by
      or
      in respect of, or filing with, any governmental body, agency or official which
      has not been obtained, and (c) does not contravene, or constitute a default
      under, any provision of applicable law or regulation or of the certificate
      of
      formation or limited liability company agreement of CRCF or of any law or
      governmental regulation, rule, contract, agreement, judgment, injunction, order,
      decree or other instrument binding upon CRCF or any of its Assets or result
      in
      the creation or imposition of any Lien on any Asset of CRCF, except for Liens
      created by this Supplemental Indenture or the other Related Documents. This
      Supplemental Indenture has been executed and delivered by a duly authorized
      officer of CRCF.

     

    Section
      2.3  Binding
      Effect.

     

    
      
         

      

      
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    This
      Supplemental Indenture is a legal, valid and binding obligation of CRCF
      enforceable against CRCF in accordance with its terms (except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws affecting creditors’ rights
      generally or by general equitable principles, whether considered in a proceeding
      at law or in equity and by an implied covenant of good faith and fair
      dealing).

     

    Section
      2.4  No
      Consent.

     

    No
      consent or action by or in respect of, approval or other authorization of,
      or
      registration, declaration or filing with, any Governmental Authority or other
      Person is required for the valid execution and delivery of this Supplemental
      Indenture or for the performance of any of CRCF’s obligations hereunder other
      than such consents, approvals, authorizations, registrations, declarations
      or
      filings as were obtained by CRCF prior to the Initial Closing Date, or the
      date
      hereof, as applicable.

     

    SECTION
      3:   CONDITIONS
      PRECEDENT

     

    This
      Supplemental Indenture shall become effective and shall be binding on each
      of
      the parties hereto upon the satisfaction or due waiver of each of the following
      conditions precedent:

     

    
      	 	
              1.

            	
              The
                consent of each affected Noteholder shall have been given in accordance
                with the terms of the applicable Supplement and a copy thereof provided
                to
                the Trustee.

            


    

     

    
      	 	
              2.

            	
              The
                Rating Agency Consent Condition shall have been
                satisfied.

            


    

     

    
      	 	
              3.

            	
              The
                Trustee shall have received an Officer’s Certificate of CRCF dated as of
                the date hereof to the effect that (i) no Amortization Event, Aggregate
                Asset Amount Deficiency, Enhancement Agreement Event of Default,
                Enhancement Deficiency, Loan Event of Default, AESOP I Operating
                Lease
                Vehicle Deficiency, Manufacturer Event of Default, Lease Event of
                Default,
                Potential Amortization Event, Potential Enhancement Agreement Event
                of
                Default, Potential Loan Event of Default, Potential Lease Event of
                Default, or Potential Manufacturer Event of Default is continuing
                or will
                occur as a result of the execution and delivery of this Supplemental
                Indenture, and (ii) the execution and delivery of this Supplemental
                Indenture will not result in any breach of any of the terms, conditions
                or
                provisions of or constitute a default under any indenture, mortgage,
                deed
                of trust or other agreement or instrument, including, without limitation,
                any Related Document, to which CRCF is a party or by which it or
                its
                property is bound or any order of any court or administrative agency
                entered in the suit, action or other judicial or administrative proceeding
                to which CRCF is a party or by which it or its property may be bound
                or to
                which it or its property may be
                subject,

            


    

     

     

    
      
         

      

      
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              4.

            	
              The
                Trustee shall have received one or more Opinions of Counsel, subject
                to
                the assumptions and qualifications stated therein and an Officer’s
                Certificate of CRCF, in each case, in a form substantially acceptable
                to
                the Trustee, dated the date hereof, substantially to the effect that
                all
                conditions precedent provided for in the Base Indenture with respect
                to
                the execution and delivery of this Supplemental Indenture have been
                complied with in all material
                respects.

            


    

     

    SECTION
      4:   MISCELLANEOUS

     

    Section
      4.1  Counterpart
      Originals.

     

    The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement.

     

    Section
      4.2  Ratification
      and Effect.

     

    The
      Base
      Indenture, as amended and supplemented by this Supplemental Indenture, is in
      all
      respects ratified and confirmed, shall continue to be in full force and effect,
      and shall be read, taken and construed as one and the same
      instrument.

     

    Section
      4.3  Effect
      of Supplemental Indenture.

     

    This
      Supplemental Indenture is limited as specified and, except as expressly stated
      herein, shall not constitute a modification, acceptance or waiver of any other
      provision of the Base Indenture.

     

    Section
      4.4  Headings,
      etc.

     

    The
      headings of the Sections of this Supplemental Indenture have been inserted
      for
      convenience of reference only, are not to be considered a part hereof, and
      shall
      in no way modify or restrict any of the terms or provisions hereof.

     

    Section
      4.5  Choice
      of Law.

     

    THIS
      SUPPLEMENTAL INDENTURE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
      INTERNAL LAWS OF THE STATE OF NEW YORK.

     


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Trustee and CRCF have caused this Supplemental Indenture
      to
      be duly executed by their respective duly authorized officers as of the day
      and
      year first written above.

     

    


     

    
      	 	 	
              By:

            	
              CENDANT
                RENTAL CAR FUNDING 

              (AESOP)
                LLC,

               as
                Issuer

               

              /s/
                Lori Gebron

            
	 	 	 	
              Name: Lori
                Gebron

              Title: Vice
                President

            


    

    


     

    


     

    
      	 	 	
              By:

            	
              THE
                BANK OF NEW YORK,

              as
                Trustee

               

              /s/
                John Bobko

            
	 	 	 	
              Name: John
                Bobko

              Title: Vice
                President

               

            


    

     

    
 

    
      
         

      

      
        -11-