Exhibit 10.2 Seventh Amendment to AESOP Conduit Facility


    EXHIBIT
      10.2

     

    


     

    SEVENTH
      AMENDMENT TO THE AMENDED AND RESTATED

     

    SERIES
      2002-2 SUPPLEMENT

     

    


     

    This
      SEVENTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
      “Amendment”),
      dated
      as of March 21, 2006, 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 and the Sixth Amendment thereto, dated as of February 17,
      2006
      and is among CENDANT RENTAL CAR FUNDING (AESOP) LLC (formerly known as AESOP
      Funding II L.L.C.), 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.), a limited liability company established under the laws of Delaware,
      as
      administrator, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (formerly known as
      JPMorgan Chase Bank), a national banking association, as 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, a New York banking
      corporation, 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 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 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 CRCF, 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 (i) amend the Series 2002-2 Supplement to provide for
      a
      new mechanism for calculating enhancement, (ii) amend and restate Schedule
      I to
      the Series 2002-2 Supplement and (iii) extend the Scheduled Expiry
      Date;and

     

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


     

    
      
        
        

      

      
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    NOW,
      THEREFORE, it is agreed: 

     

    1.  Article
      I(a) of the Series 2002-2 Supplement is hereby amended by adding the following
      sentence to the end thereof:

     

    “In
      the
      event that a term used herein shall be defined both herein and in the Base
      Indenture, the definition of such term herein shall govern.”

     

    2.  Additional
      Definitions.
      Article
      I(b) of the Series 2002-2 Supplement, is hereby amended
      to include the following definitions in appropriate alphabetical
      order:

     

    ““Adjusted
      Net Book Value”
means,
      as of any date of determination, with respect to each Adjusted Program Vehicle
      as of such date, the product of 0.965 and the Net Book Value of such Adjusted
      Program Vehicle as of such date.”

     

    ““AESOP
      II Excluded Receivable Amount”
means,
      as of any date of determination, the greater of (A) the sum, with respect to
      each Moody’s Non-Investment Grade Manufacturer as of such date, of the product
      of (1) to the extent such amounts are included in the calculation of the AESOP
      II Loan Agreement Borrowing Base as of such date, all amounts receivable, as
      of
      such date, by AESOP Leasing II from such Moody’s Non-Investment Grade
      Manufacturer and (2) the Moody’s Excluded Manufacturer Receivable Specified
      Percentage for such Moody’s Non-Investment Grade Manufacturer as of such date
      and (B) the sum, with respect to each Standard & Poor’s Non-Investment Grade
      Manufacturer as of such date, of the product of (1) to the extent such amounts
      are included in the calculation of the AESOP II Loan Agreement Borrowing Base
      as
      of such date, all amounts receivable, as of such date, by AESOP Leasing II
      from
      such Standard & Poor’s Non-Investment Grade Manufacturer and (2) the
      Standard & Poor’s Excluded Manufacturer Receivable Specified Percentage for
      such Standard & Poor’s Non-Investment Grade Manufacturer as of such
      date.”

    


    ““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


     

    
      
        
        

      

      
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    defaults
      by the Bankrupt Manufacturer thereunder; provided
      that
      notwithstanding the foregoing, the Confirmation Condition shall be deemed
      satisfied until the 90th
      calendar
      day following the initial filing in respect of such Chapter 11
      Proceedings.”

     

    ““Excluded
      Receivable Amount”
means,
      as of any date of determination, the greater of the Moody’s Excluded Receivable
      Amount and the Standard & Poor’s Excluded Receivable Amount as of such
      date.”

     

    ““Finance
      Guide”
means
      the Black Book Official Finance/Lease Guide.”

     

    ““Inclusion
      Date”
means,
      with respect to any Vehicle, the date that is three 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.”

     

    ““Market
      Value Average”
means,
      as of any day, the percentage equivalent of a fraction, the numerator of which
      is the average of the Selected Fleet Market Value as of the preceding
      Determination Date and the two Determination Dates precedent thereto and the
      denomin-ator of which is the sum of (a) the average of the aggregate Net Book
      Value of all Non-Program Vehicles (excluding (i) any Unaccepted Program
      Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any other
      Non-Program Vehicles that are subject to a Manufacturer Program with an Eligible
      Non-Program Manufacturer with respect to which no Manufacturer Event of Default
      has occurred and is continuing) and (b) the average of the aggregate Adjusted
      Net Book Value of all Adjusted Program Vehicles, in the case of each of clause
      (a) and (b) leased under the AESOP I Operating Lease and the Finance Lease
      as of
      the preceding Determination Date and the two Determination Dates precedent
      thereto.”

     

    ““Moody’s
      Excluded Manufacturer Receivable Specified Percentage”
means,
      as of any date of determination, with respect to each Moody’s Non-Investment
      Grade Manufacturer as of such date, the percentage (not to exceed 100%) most
      recently specified in writing by Moody’s to CRCF and the Trustee and consented
      to by the Surety Provider with respect to such Moody’s Non-Investment Grade
      Manufacturer; provided,
      however,
      that as
      of the Series 2002-2 Seventh Amendment Effective Date the Moody’s Excluded
      Manufacturer Receivable Specified Percentage for each Moody’s Non-Investment
      Grade Manufacturer shall be 100%; provided further
      that the
      initial Moody’s Excluded Manufacturer Receivable Specified Percentage with
      respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
      Manufacturer after the Series 2002-2 Seventh Amendment Effective Date shall
      be
      100%.”

     

    ““Moody’s
      Excluded Receivable Amount”
means,
      as of any date of determination, the sum of the following amounts with respect
      to each Moody’s Non-Investment Grade Manufacturer as of such date: the product
      of (i) to the extent such amounts are included in the calculation of AESOP
      I
      Operating Lease Loan Agreement Borrowing Base as of such date, all amounts
      receivable, as of such date, by AESOP Leasing or the Intermediary from such
      Moody’s Non-Investment Grade Manufacturer 

     

    
      
        
        

      

      
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    and
      (ii)
      the Moody’s Excluded Manufacturer Receivable Specified Percentage for such
      Moody’s Non-Investment Grade Manufacturer as of such date.”

     

    ““Moody’s
      Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Manufacturer that (i) is not a Bankrupt
      Manufacturer and (ii) does not have a long-term senior unsecured debt rating
      of
      at least “Baa3” from Moody’s; provided
      that any
      Manufacturer whose long-term senior unsecured debt rating is downgraded from
      at
      least “Baa3” to below “Baa3” by Moody’s after the Series 2002-2 Seventh
      Amendment Effective Date shall not be deemed a Moody’s Non-Investment Grade
      Manufacturer until the thirtieth (30th)
      calendar day following such downgrade.”

     

    ““Selected
      Fleet Market Value”
means,
      with respect to all Adjusted Program Vehicles and all Non-Program Vehicles
      (excluding (i) any Unaccepted Program Vehicles, (ii) any Excluded Redesignated
      Vehicles and (iii) any other Non-Program Vehicles that are subject to a
      Manufacturer Program with an Eligible Non-Program Manufacturer with respect
      to
      which no Manufacturer Event of Default has occurred and is continuing) as of
      any
      date of determination, the sum of the respective Market Values of each such
      Adjusted Program Vehicle and each such Non-Program Vehicle, in each case subject
      to the AESOP I Operating Lease or the Finance Lease as of such date. For
      purposes of computing the Selected Fleet Market Value, the “Market Value” of an
      Adjusted Program Vehicle or a Non-Program Vehicle means the market value of
      such
      Vehicle as specified in the most recently published NADA Guide for the model
      class and model year of such Vehicle based on the average equipment and the
      average mileage of each Vehicle of such model class and model year then leased
      under the AESOP I Operating Lease and the Finance Lease; provided,
      that if
      the NADA Guide is not being published or the NADA Guide is being published
      but
      such Vehicle is not included therein, the Market Value of such Vehicle shall
      be
      based on the market value specified in the most recently published Finance
      Guide
      for the model class and model year of such Vehicle based on the average
      equipment and the average mileage of each Vehicle of such model class and model
      year then leased under the AESOP I Operating Lease or the Finance Lease;
provided,
      further,
      that if
      the Finance Guide is being published but such Vehicle is not included therein,
      the Market Value of such Vehicle shall mean (x) in the case of an Adjusted
      Program Vehicle, the Adjusted Net Book Value of such Adjusted Program Vehicle
      and (y) in the case of a Non-Program Vehicle, the Net Book Value of such
      Non-Program Vehicle provided,
      further,
      that if
      the Finance Guide is not being published, the Market Value of such Vehicle
      shall
      be based on an independent third-party data source selected by the Administrator
      and approved by each Rating Agency that is rating any Series of Notes and the
      Surety Provider (such approval not to be unreasonably withheld or delayed),
      at
      the request of CRCF based on the average equipment and average mileage of each
      Vehicle of such model class and model year then leased under the AESOP I
      Operating Lease or the Finance Lease; provided,
      further,
      that if
      no such third-party data source or methodology shall have been so approved
      or
      any such third-party data source or methodology is not available, the Market
      Value of such Vehicle shall be equal to a reasonable estimate of the wholesale
      market value of such Vehicle as determined by the Administrator, based on the
      Net Book Value of such Vehicle and any other factors deemed relevant by the
      Administrator.”

     

    
      
        
        

      

      
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    ““Series
      2002-2 Moody’s Highest Enhanced Vehicle Percentage” means,
      as
      of any date of determination, a fraction, expressed as a percentage, (a) the
      numerator of which is the sum of (i) the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease that are either not subject
      to
      a Manufacturer Program (including by reason of rejection in a bankruptcy or
      repudiation by the Manufacturer) or not eligible for repurchase under a
      Manufacturer Program as of such date and (ii) the Series 2002-2 VFN Percentage
      of the aggregate Net Book Value of all Vehicles leased under the AESOP II
      Operating Lease that are either not subject to a Manufacturer Program (including
      by reason of rejection in a bankruptcy or repudiation by the Manufacturer)
      or
      not eligible for repurchase under a Manufacturer Program as of such date and
      (b)
      the denominator of which is the sum of (i) the aggregate Net Book Value of
      all
      Vehicles leased under the AESOP I Operating Lease as of such date and (ii)
      the
      Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles
      leased under the AESOP II Operating Lease as of such date.”

     

    ““Series
      2002-2 Moody’s Highest Enhancement Rate”
means,
      as of any date of determination, the greater of (a) 39.5% and (b) the sum of
      (i)
      39.5% 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 Moody’s Intermediate Enhanced Vehicle Percentage”
means,
      as of any date of determination, 100% minus
      the sum
      of (a) the Series 2002-2 Moody’s Lowest Enhanced Vehicle Percentage and (b) the
      Series 2002-2 Moody’s Highest Enhanced Vehicle Percentage.”

     

    ““Series
      2002-2 Moody’s Intermediate Enhancement Rate”
means,
      as of any date of determination, 38.25%.”

     

    ““Series
      2002-2 Moody’s Lowest Enhanced Vehicle Percentage”
means,
      as of any date of determination, a fraction, expressed as a percentage, (a)
      the
      numerator of which is the sum, without duplication, of (1) the sum of (A) the
      aggregate Net Book Value of all Program Vehicles leased under the AESOP I
      Operating Lease that are manufactured by Eligible Program Manufacturers having
      long-term senior unsecured debt ratings of “Baa2” or higher from Moody’s as of
      such date and (B) the Series 2002-2 VFN Percentage of the aggregate Net Book
      Value of all Program Vehicles leased under the AESOP II Operating Lease that
      are
      manufactured by Eligible Program Manufacturers having long-term senior unsecured
      debt ratings of “Baa2” or higher from Moody’s as of such date, (2) so long as
      any Eligible Non-Program Manufacturer has a long-term senior unsecured debt
      rating of “Baa2” or higher from Moody’s and no Manufacturer Event of Default has
      occurred and is continuing with respect to such Eligible Non-Program
      Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased
      under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
      Manufacturer that are subject to a Manufacturer Program and remain eligible
      for


     

    
      
        
        

      

      
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    repurchase
      thereunder as of such date and (3) the lesser of (A) the sum of (x) if as of
      such date any Eligible Program Manufacturer has a long-term senior unsecured
      debt rating of “Baa3” from Moody’s, the sum of (I) the aggregate Net Book Value
      of all Program Vehicles leased under the AESOP I Operating Lease manufactured
      by
      each such Eligible Program Manufacturer as of such date and (II) the Series
      2002-2 VFN Percentage of the aggregate Net Book Value of all Program Vehicles
      leased under the AESOP II Operating Lease manufactured by each such Eligible
      Program Manufacturer as of such date and (y) if as of such date any Eligible
      Non-Program Manufacturer has a long-term senior unsecured debt rating of “Baa3”
from Moody’s and no Manufacturer Event of Default has occurred and is continuing
      with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book
      Value of all Non-Program Vehicles leased under the AESOP I Operating Lease
      manufactured by each such Eligible Non-Program Manufacturer that are subject
      to
      a Manufacturer Program and remain eligible for repurchase thereunder as of
      such
      date and (B) 10% of the sum of (I) the aggregate Net Book Value of all Vehicles
      leased under the AESOP I Operating Lease as of such date and (II) the Series
      2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles leased
      under the AESOP II Operating Lease as of such date and (b) the denominator
      of
      which is the sum of (1) the aggregate Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of such date and (2) the Series 2002-2
      VFN
      Percentage of the aggregate Net Book Value of all Vehicles leased under the
      AESOP II Operating Lease as of such date.”

     

    ““Series
      2002-2 Moody’s Lowest Enhancement Rate”
means,
      as of any date of determination, 16.5%.”

     

    ““Series
      2002-2 Moody’s Required Enhancement Percentage”
means,
      as of any date of determination, the sum of (i) the product of (A) the Series
      2002-2 Moody’s Lowest Enhancement Rate and (B) the Series 2002-2 Moody’s Lowest
      Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series
      2002-2 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series
      2002-2 Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and
      (iii) the product of (A) the Series 2002-2 Moody’s Highest Enhancement Rate as
      of such date and (B) the Series 2002-2 Moody’s Highest Enhanced Vehicle
      Percentage as of such date.”

    


    ““Series
      2002-2 Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Moody’s Non-Investment Grade Manufacturer
      or any Standard & Poor’s Non-Investment Grade Manufacturer as of such
      date.”

     

    ““Series
      2002-2 Non-Investment Grade Manufacturer Percentage”
means,
      with respect to any Series 2002-2 Non-Investment Grade Manufacturer, as of
      any
      date of determination, a fraction, expressed as a percentage, (i) the numerator
      of which is the sum of (x) the aggregate Net Book Value of all Vehicles
      manufactured by such Series 2002-2 Non-Investment Grade Manufacturer and leased
      under the AESOP I Operating Lease as of such date and (y) the Series 2002-2
      VFN
      Percentage of the aggregate Net Book Value of all Vehicles manufactured by
      such
      Non-Investment Grade Manufacturer and leased under the AESOP II Operating Lease
      as of such date and (ii) the denominator of which is the sum of (x) the
      aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
      Lease as of such date and (y) the Series 2002-2 VFN Percentage of 

     

    
      
        
        

      

      
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    the
      aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
      Lease as of such date.”

     

    ““Series
      2002-2 Standard & Poor’s Highest Enhanced Vehicle Percentage” means,
      as
      of any date of determination, a fraction, expressed as a percentage, (a) the
      numerator of which is the sum of (i) the sum of (A) the aggregate Net Book
      Value
      of all Vehicles leased under the AESOP I Operating Lease that are manufactured
      by either of the Standard & Poor’s Specified Non-Investment Grade
      Manufacturers as of such date and (B) the Series 2002-2 VFN Percentage of the
      aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
      Lease that are manufactured by either of the Standard & Poor’s Specified
      Non-Investment Grade Manufacturers as of such date, (ii) the excess, if any,
      of
      (A) the sum of (1) the aggregate Net Book Value of all Vehicles leased under
      the
      AESOP I Operating Lease that are manufactured by a Standard & Poor’s
      Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
      Non-Investment Grade Manufacturer, as of such date and (2) the Series 2002-2
      VFN
      Percentage of the aggregate Net Book Value of all Vehicles leased under the
      AESOP II Operating Lease that are manufactured by a Standard & Poor’s
      Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
      Non-Investment Grade Manufacturer, as of such date over
      (B) 30%
      of the sum of (1) the aggregate Net Book Value of all Vehicles leased under
      the
      AESOP I Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage
      of the aggregate Net Book Value of all Vehicles leased under the AESOP II
      Operating Lease as of such date and (iii) the sum of (A) the aggregate Net
      Book
      Value of all Vehicles leased under the AESOP I Operating Lease that are
      manufactured by a Bankrupt Manufacturer and (B) the Series 2002-2 VFN Percentage
      of the aggregate Net Book Value of all Vehicles leased under the AESOP II
      Operating Lease that are manufactured by a Bankrupt Manufacturer and (b) the
      denominator of which is the sum of (i) the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease as of such date and (ii)
      the
      Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles
      leased under the AESOP II Operating Lease as of such date.”

     

    ““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 9.75%.”

     

    ““Series
      2002-2 Standard & Poor’s Intermediate Enhanced Vehicle
      Percentage”
means,
      as of any date of determination, 100% minus
      the sum
      of (a) the Series 2002-2 Standard & Poor’s Lowest Enhanced Vehicle
      Percentage and (b) the Series 2002-2 Standard & Poor’s Highest Enhanced
      Vehicle Percentage.”

     

    ““Series
      2002-2 Standard & Poor’s Intermediate Enhancement Rate”
means,
      as of any date of determination, the greater of (a) 29.75%
      and (b)
      the sum of (i) 29.75%
      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 

     

    
      
        
        

      

      
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    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 Enhanced Vehicle Percentage”
means,
      as of any date of determination, a fraction, expressed as a percentage, (a)
      the
      numerator of which is the sum, without duplication, of (1) the sum of (A) the
      aggregate Net Book Value of all Program Vehicles leased under the AESOP I
      Operating Lease that are manufactured by Eligible Program Manufacturers having
      long-term senior unsecured debt ratings of “A” or higher from Standard &
Poor’s as of such date and (B) the Series 2002-2 VFN Percentage of the aggregate
      Net Book Value of all Program Vehicles leased under the AESOP II Operating
      Lease
      that are manufactured by Eligible Program Manufacturers having long-term senior
      unsecured debt ratings of “A” or higher from Standard & Poor’s as of such
      date, (2) so long as any Eligible Non-Program Manufacturer has a long-term
      senior unsecured debt rating of “A” or higher from Standard & Poor’s and no
      Manufacturer Event of Default has occurred and is continuing with respect to
      such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all
      Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
      by
      each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
      Program and remain eligible for repurchase thereunder as of such date and (3)
      the lesser of (A) the sum of (x) if as of such date any Eligible Program
      Manufacturer has a long-term senior unsecured debt rating of “A-” from Standard
& Poor’s, the sum of (I) the aggregate Net Book Value of all Program
      Vehicles leased under the AESOP I Operating Lease manufactured by each such
      Eligible Program Manufacturer as of such date and (II) the Series 2002-2 VFN
      Percentage of the Aggregate Net Book Value of all Program Vehicles leased under
      the AESOP II Operating Lease manufactured by each such Eligible Program
      Manufacturer as of such date and (y) if as of such date any Eligible Non-Program
      Manufacturer has a long-term senior unsecured debt rating of “A-” from Standard
& Poor’s and no Manufacturer Event of Default has occurred and is continuing
      with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book
      Value of all Non-Program Vehicles leased under the AESOP I Operating Lease
      manufactured by each such Eligible Non-Program Manufacturer that are subject
      to
      a Manufacturer Program and remain eligible for repurchase thereunder as of
      such
      date and (B) 10% of the sum of (x) the aggregate Net Book Value of all Vehicles
      leased under the AESOP I Operating Lease as of such date and (y) the Series
      2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles leased
      under the AESOP II Operating Lease as of such date and (b) the denominator
      of
      which is the sum of (1) the aggregate Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of such date and (2) the Series 2002-2
      VFN
      Percentage of the aggregate Net Book Value of all Vehicles leased under the
      AESOP II Operating Lease as of such date.”

     

    ““Series
      2002-2 Standard & Poor’s Lowest Enhancement Rate”
means,
      as of any date of determination, 20.75%.”

     

    ““Series
      2002-2 Standard & Poor’s Required Enhancement Percentage”
means,
      as of any date of determination, the sum of (i) the product of (A) the Series
      2002-2 Standard & Poor’s Lowest Enhancement Rate and (B) the Series 2002-2
      Standard & Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii)
      the product of (A) the 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    Series
      2002-2 Standard & Poor’s Intermediate Enhancement Rate as of such date and
      (B) the Series 2002-2 Standard & Poor’s Intermediate Enhanced Vehicle
      Percentage as of such date, and (iii) the product of (A) the Series 2002-2
      Standard & Poor’s Highest Enhancement Rate as of such date and (B) the
      Series 2002-2 Standard & Poor’s Highest Enhanced Vehicle Percentage as of
      such date.”

     

    ““Standard
      & Poor’s Excluded Manufacturer Receivable Specified
      Percentage”
means,
      as of any date of determination, with respect to each Standard & Poor’s
      Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed
      100%) most recently specified in writing by Standard & Poor’s to CRCF and
      the Trustee and consented to by the Surety Provider with respect to such
      Standard & Poor’s Non-Investment Grade Manufacturer; provided,
      however,
      that as
      of the Series 2002-2 Seventh Amendment Effective Date the Standard & Poor’s
      Excluded Manufacturer Receivable Specified Percentage for each Standard &
Poor’s Non-Investment Grade Manufacturer shall be 100%; provided further
      that the
      initial Standard & Poor’s Excluded Manufacturer Receivable Specified
      Percentage with respect to any Manufacturer that becomes a Standard & Poor’s
      Non-Investment Grade Manufacturer after the Series 2002-2 Seventh Amendment
      Effective Date shall be 100%.”

     

    ““Standard
      & Poor’s Excluded Receivable Amount”
means,
      as of any date of determination, the sum of the following amounts with respect
      to each Standard & Poor’s Non-Investment Grade Manufacturer as of such date:
      the product of (i) to the extent such amounts are included in the calculation
      of
      AESOP I Operating Lease Loan Agreement Borrowing Base as of such date, all
      amounts receivable, as of such date, by AESOP Leasing or the Intermediary from
      such Standard & Poor’s Non-Investment Grade Manufacturer and (ii) the
      Standard & Poor’s Excluded Manufacturer Receivable Specified Percentage for
      such Standard & Poor’s Non-Investment Grade Manufacturer as of such
      date.”

     

    ““Standard
      & Poor’s Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Manufacturer that (i) is not a Bankrupt
      Manufacturer and (ii) does not have a long-term senior unsecured debt rating
      of
      at least “A-” from Standard & Poor’s; provided
      that any
      Manufacturer whose long-term senior unsecured debt rating is downgraded from
      at
      least “A-” to below “A-” by Standard & Poor’s after the Series 2002-2
      Seventh Amendment Effective Date shall not be deemed a Standard & Poor’s
      Non-Investment Grade Manufacturer until the thirtieth (30th)
      calendar day following such downgrade.”

     

    ““Standard
      & Poor’s Specified Non-Investment Grade Manufacturer”
means,
      as of any date of determination, each of the Standard & Poor’s
      Non-Investment Grade Manufacturers with the two highest Series 2002-2
      Non-Investment Grade Manufacturer Percentages as of such date.”

     

    3.  Amendment
      of Definitions.
      Each of
      the following defined terms, as set forth in Article I(b) of the Series 2002-2
      Supplement, is hereby amended and restated in its entirety as
      follows:

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    ““Principal
      Deficit Amount”
means,
      on any date of determination, the excess, if any, of (i) the Series 2002-2
      Invested Amount on such date (after giving effect to the distribution of the
      Monthly Total Principal Allocation for the Related Month if such date is a
      Distribution Date) over (ii) the sum of (a) the Series 2002-2 AESOP I Operating
      Lease Loan Agreement Borrowing Base and (b) the Series 2002-2 VFN Percentage
      of
      (1) the AESOP II Loan Agreement Borrowing Base minus
      (2) the
      AESOP II Excluded Receivable Amount on such date.”

    


    ““Scheduled
      Expiry Date”
means,
      with respect to any Purchaser Group, March 20, 2007, as such date may be
      extended in accordance with Section 2.6(b).”

     

     

    ““Series
      2002-2 AESOP I Operating Lease Loan Agreement Borrowing Base”
means,
      as of any date of deter-mination, the product of (a) the Series 2002-2 AESOP
      I
      Operating Lease Vehicle Percentage as of such date and (b) the excess of
      (i) the AESOP I Operating Lease Loan Agreement Borrowing Base as of such
      date over
      (ii) the Excluded Receivable Amount as of such date.”

     

    ““Series
      2002-2 Overcollateralization Amount”
means
      (i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency
      exists, the Series 2002-2 Required Over-collaterali-zation Amount as of such
      date and (ii) as of any date on which an AESOP I Operating Lease Vehicle
      Deficiency exists, the excess, if any, of (x) the sum of the Series 2002-2
      AESOP
      I Operating Lease Loan Agreement Borrowing Base and the Series 2002-2 VFN
      Percentage of (1) the AESOP II Loan Agreement Borrowing Base minus
      (2) the
      AESOP II Excluded Receivable Amount as of such date over (y) the Series 2002-2
      Invested Amount as of such date.”

     

    ““Series
      2002-2 Required AESOP I Operating Lease Vehicle Amount”
means,
      as of any date of determination, the excess, if any, of (x) the sum of the
      Series 2002-2 Required Overcollateralization Amount and the Series 2002-2
      Invested Amount as of such date over
      (y)  the Series 2002-2 VFN Percentage of (i) the AESOP II Loan Agreement
      Borrowing Base as of such date minus
      (ii) the
      AESOP II Excluded Receivable Amount.”

    


    ““Series
      2002-2 Required Enhancement Amount”
means,
      as of any date of determination, the sum of:

    


    (i) the
      product of the Series 2002-2 Required Enhancement Percentage as of such date
      and
      the Series 2002-2 Invested Amount as of such date;

    


    (ii) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      Non-Program Vehicle Amount as of the immediately preceding Business Day over
      the
      Series 2002-2 Maximum Non-Program Vehicle Amount as of the immediately preceding
      Business Day and (y) the excess, if any, of (A) the Series 2002-2 AESOP I
      Operating Lease Vehicle Percentage of the Net Book Value of all Non-Program
      Vehicles leased under the AESOP I Operating Lease as of the immediately
      preceding Business Day over (B) the Series 2002-2 Maximum Non-Program Vehicle
      Percentage of the sum 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    of
      (1)
      the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles leased
      under the AESOP II Operating Lease as of the immediately preceding Business
      Day
      and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the
      Net
      Book Value of all Vehicles leased under the AESOP I Operating Lease as of the
      immediately preceding Business Day;

     

    (iii) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
      under the Leases as of the immediately preceding Business Day over the Series
      2002-2 Maximum Mitsubishi Amount as of the immediately preceding Business Day
      and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
      Percentage of the aggregate Net Book Value of all Vehicles manufactured by
      Mitsubishi and leased under the AESOP II Operating Lease as of the immediately
      preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi
      and
      leased under the AESOP I Operating Lease as of the immediately preceding
      Business Day over (B) 5% of the sum of (1) the Series 2002-2 VFN Percentage
      of
      the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
      as
      of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
      Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of the immediately preceding Business
      Day;

    


    (iv) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu or Subaru,
      individually, and leased under the Leases as of the immediately preceding
      Business Day over the Series 2002-2 Maximum Individual Kia/Isuzu/Subaru Amount
      as of the immediately preceding Business Day and (y) the excess, if any, of
      (A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
      Book Value of all Vehicles manufactured by Kia, Isuzu or Subaru, individually,
      and leased under the AESOP II Operating Lease as of the immediately preceding
      Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles manufactured by Kia, Isuzu
      or
      Subaru, individually, and leased under the AESOP I Operating Lease as of the
      immediately preceding Business Day over (B) 5% of the sum of (1) the Series
      2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the
      AESOP II Operating Lease as of the immediately preceding Business Day and (2)
      the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
      Value of all Vehicles leased under the AESOP I Operating Lease as of the
      immediately preceding Business Day;

     

    (v) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      aggregate Net Book Value of all Vehicles manufactured by Hyundai or Suzuki,
      individually, and leased under the Leases as of the immediately preceding
      Business Day over the Series 2002-2 Maximum Individual Hyundai/Suzuki Amount
      as
      of the immediately preceding Business Day and (y) the excess, if any, of
      (A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
      Book Value of all Vehicles manufactured by Hyundai or Suzuki, individually,
      and
      leased under the AESOP II Operating Lease as of the immediately preceding
      Business Day and (2) the Series 2002-2 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    AESOP
      I
      Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
      manufactured by Hyundai or Suzuki, individually, and leased under the AESOP
      I
      Operating Lease as of the immediately preceding Business Day over (B) 7.5%
      of
      the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
      Vehicles leased under the AESOP II Operating Lease as of the immediately
      preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles leased under the AESOP I
      Operating Lease as of the immediately preceding Business Day;

     

    (vi) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu, Subaru,
      Hyundai or Suzuki, in the aggregate, and leased under the Leases as of the
      immediately preceding Business Day over the Series 2002-2 Maximum Aggregate
      Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of the immediately preceding Business
      Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
      Percentage of the aggregate Net Book Value of all Vehicles manufactured by
      Kia,
      Isuzu, Subaru, Hyundai or Suzuki, in the aggregate, and leased under the AESOP
      II Operating Lease as of the immediately preceding Business Day and (2) the
      Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value
      of all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the
      aggregate, and leased under the AESOP I Operating Lease as of the immediately
      preceding Business Day over (B) 20% of the sum of (1) the Series 2002-2 VFN
      Percentage of the Net Book Value of all Vehicles leased under the AESOP II
      Operating Lease as of the immediately preceding Business Day and (2) the Series
      2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of
      all
      Vehicles leased under the AESOP I Operating Lease as of the immediately
      preceding Business Day;

     

    (vii) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      Specified States Amount as of the immediately preceding Business Day over the
      Series 2002-2 Maximum Specified States Amount as of the immediately preceding
      Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2
      VFN Percentage of the Net Book Value of all Vehicles titled in the States of
      Ohio, Oklahoma and Nebraska and leased under the AESOP II Operating Lease as
      of
      the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
      Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles titled
      in the States of Ohio, Oklahoma and Nebraska and leased under the AESOP I
      Operating Lease as of the immediately preceding Business Day over (B) 7.5%
      of
      the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
      Vehicles leased under the AESOP II Operating Lease as of the immediately
      preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles leased under the AESOP I
      Operating Lease as of the immediately preceding Business Day;

     

    (viii) the
      greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
      Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
      over the Series 2002-2 Maximum Non-Eligible Manufacturer Amount as of the
      immediately preceding Business Day and (y) the excess, if any, of (A) the Series
      2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of
      all
      Vehicles 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    manufactured
      by Manufacturers other than Eligible Non-Program Manufacturers and leased under
      the AESOP I Operating Lease as of the immediately preceding Business Day over
      (B) 3% of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value
      of all Vehicles leased under the AESOP II Operating Lease as of the immediately
      preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles leased under the AESOP I
      Operating Lease as of the immediately preceding Business Day; and

    


    (ix) at
      any
      time that the long-term senior unsecured debt rating of Nissan is “BBB-” or
      above from Standard & Poor’s and “Baa3” or above from Moody’s, 0 and in all
      other cases the greater of (x) the Series 2002-2 Percentage of the excess,
      if
      any, of the aggregate Net Book Value of all Vehicles manufactured by Nissan
      and
      leased under the Leases as of the immediately preceding Business Day over the
      Series 2002-2 Maximum Nissan Amount as of the immediately preceding Business
      Day
      and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
      Percentage of the aggregate Net Book Value of all Vehicles manufactured by
      Nissan and leased under the AESOP II Operating Lease as of the immediately
      preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
      Percentage of the Net Book Value of all Vehicles manufactured by Nissan and
      leased under the AESOP I Operating Lease as of the immediately preceding
      Business Day over (B) 5% of the sum of (1) the Series 2002-2 VFN Percentage
      of
      the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
      as
      of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
      Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of the immediately preceding Business
      Day.”

     

    ““Series
      2002-2 Required Enhancement Percentage”
means,
      as of any date of determination, the greater of (i) the Series 2002-2 Standard
      & Poor’s Required Enhancement Percentage as of such date and (ii) the Series
      2002-2 Moody’s Required Enhancement Percentage as of such date.”

    


    ““Series
      2002-2 Required Liquidity Amount”
means,
      with respect to any Distribution Date, an amount equal to 4.75% of the Series
      2002-2 Invested Amount on such Distribution Date (after giving effect to any
      payments of principal to be made on the Series 2002-2 Notes on such Distribution
      Date).”

     

    


    4.  Deletion
      of Definitions.
      The
      following definitions are hereby deleted from the Series 2002-2 Supplement:
      “Series 2002-2 Bankrupt Manufacturer Vehicle Percentage”, “Series 2002-2
      Non-Program Vehicle Percentage”, “Series 2002-2 Program Vehicle Percentage”,
“Series 2002-2 Required Incremental Bankrupt Manufacturer Rate” and “Series
      2002-2 Required Non-Program Enhancement Percentage”.

     

    5.  Amendment
      to Section 3.11(a).
      The
      strike rate of 4.0% in Section 3.11(a) of the Series 2002-2 Supplement is hereby
      increased to 6.0%. 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    6.  Amendment
      to Schedule I.
      (a) On
      the Series 2002-2 Seventh Amendment Effective Date (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 have the effect of increasing the
      Maximum Purchaser Group Invested Amount for each Purchaser Group pursuant to
      Section 2.6(a) of the Series 2002-2 Supplement, as indicated on Schedule A
      hereto.

     

    7.  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.

     

    8.  Waiver
      of Notice Requirements, Waiver of Pro Rata Draw and Consent to Extension under
      Section 2.6(b).
      Each
      Purchaser Group, by executing this Amendment, (i) hereby waives the requirement
      set forth in Section 2.6(b) of the Series 2002-2 Supplement that CRCF provide
      the Administrative Agent with sixty (60) days’ prior written notice of any
      proposed extension of the Scheduled Expiry Date, (ii)
      hereby waives, solely with respect to the initial Increase on or after the
      Series 2002-2 Seventh Amendment Effective Date, the requirement set forth in
      Section 2.3(a) of the Series 2002-2 Supplement that CRCF provide the
      Administrative Agent with written notice of any Increase no later than 3:00
      p.m.
      (New York City time) two (2) Business Days prior to the date of such Increase,
      (iii) hereby waives the requirement under Section 2.3(a) of the Series 2002-2
      Supplement, solely with respect to the initial Increase on or after the Series
      2002-2 Seventh Amendment Effective Date, that each Purchaser Group fund the
      full
      amount of its Commitment Percentage of such Increase; provided,
      that,
      after giving effect to such Increase, the Purchaser Group Invested Amount with
      respect to each Purchaser Group shall be equal to its Maximum Purchaser Group
      Invested Amount and (iv)
      hereby
      agrees to the extension of the Scheduled Expiry Date as effected by this
      Amendment.

     

    9.  This
      Amendment shall become effective as of the first date (the “Series
      2002-2 Seventh 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) the required enhancement shall be
      available to ensure that no Series 2002-2 Enhancement Deficiency shall occur
      in
      accordance with the terms of the Series 2002-2 Supplement, as amended by this
      Amendment on such date 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;
      provided,
      however,
      that
      notwithstanding clause (iii) above, the Series 2002-2 Seventh Amendment
      Effective Date shall be no later than March 21, 2006. 

     

    10.  From
      and
      after the Series 2002-2 Seventh 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.

     

    11.  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.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    12.  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.

    
 

     


    
      
        
          


          


        

        
        

      

      
        -15-

        
          

        

      

      
        
        

        
        

      

    



    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 2002-2
                Agent

            
	 	 	
              By:

            	
              /s/:
                Alan Li

            
	 	 	 	
              Name: Alan
                Li

              Title:
                Assistant Treasurer

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    AGREED,
      ACKNOWLEDGED AND CONSENTED:

    


    


    
      	 	
               

              SHEFFIELD
                RECEIVABLES CORPORATION,

              as
                a CP Conduit Purchaser under the Series

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              Barclays
                Bank PLC

            	 	 
	 	
              as
                Attorney-in-Fact

               

            	 	 
	
              By:

            	
              /s/:
                Fouad S. Onbargi

            	 	 
	 	
              Name:
                Fouad S. Onbargi

              Title:
                Director

            	 	 


    

    


     

    
      	 	
               

              BARCLAYS
                BANK PLC,

              as
                a Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Jeffrey Goldberg

            	 	 
	 	
              Name:
                Jeffrey Goldberg

              Title:
                Associate Director

            	 	 


    

     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	 	
               

              GEMINI
                SECURITIZATION CORP., LLC, 

              as
                a CP Conduit Purchaser under the Series 

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Douglas Donaldson

            	 	 
	 	
              Name:
                Douglas Donaldson

              Title:
                Treasurer

            	 	 


    

    


    


    
      	 	
               

              DEUTSCHE
                BANK AG, NEW YORK BRANCH, 

              as
                a Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Michael Cheng

            	 	 
	 	
              Name:
                Michael Cheng

              Title:
                Director

               

            	 	 
	
              By:

            	
              /s/:
                Stanley Chao

            	 	 
	 	
              Name:
                Stanley Chao

              Title:
                Director

            	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	
               

              LIBERTY
                STREET FUNDING CORPORATION, 

              as
                a CP Conduit Purchaser under the Series 

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Bernard J. Angelo

            	 	 
	 	
              Name:
                Bernard J. Angelo

              Title:
                Vice President

            	 	 


    

    


    


    
      	 	
               

              THE
                BANK OF NOVA SCOTIA, 

              as
                a Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                J. Alan Edwards

            	 	 
	 	
              Name:
                J. Alan Edwards

              Title:
                Managing Director

            	 	 


    

     

     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	 	
               

              YC
                SUSI TRUST,

              as
                a CP Conduit Purchaser under the Series 

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              Bank
                of America, National Association,

            	 	 
	 	
              as
                Administrative Trustee

               

            	 	 
	
              By:

            	
              /s/:
                Willem Van Beek

            	 	 
	 	
              Name:
                Willem Van Beek

              Title:
                Principal

            	 	 


    

     

    


     

    
      	 	
               

              BANK
                OF AMERICA, NATIONAL ASSOCIATION,

              as
                a Funding Agent and an APA Bank under

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Willem Van Beek

            	 	 
	 	
              Name:
                Willem Van Beek

              Title:
                Principal

            	 	 


    

     


    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	 	
               

              PARADIGM
                FUNDING LLC, 

              as
                a CP Conduit Purchaser under the Series

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Doris J. Hearn

            	 	 
	 	
              Name:
                Doris J. Hearn

              Title:
                Vice President

            	 	 


    

     

    


     

    
      	 	
               

              WESTLB
                AG, NEW
                YORK BRANCH,

              as
                a Funding Agent and an APA Bank under 

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                Matthew F. Tallo

            	 	 
	 	
              Name:
                Matthew F. Tallo

              Title:
                Director

               

            	 	 
	
              By: 

            	
              /s/:
                Laura Spichiger

            	 	 
	 	
              Name:
                Laura Spichiger

              Title:
                Associate Director

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              CHARTA,
                LLC,

              as
                a CP Conduit Purchaser

               

            	 	 
	
              By:

            	
              Citicorp
                North America, Inc., as

            	 	 
	 	
              Attorney-in-fact

               

            	 	 
	
              By:

            	
              /s/:
                Rosalia Agresti

            	 	 
	 	
              Name:
                Rosalia Agresti

              Title:
                Vice President

            	 	 


    

    


    


    
      	 	
              CITIBANK,
                N.A., as

              an
                APA Bank

               

            	 	 
	
              By:

            	
              /s/:
                Hugo Arias

            	 	 
	 	
              Name:
                Hugo Arias

              Title:
                Director

            	 	 


    

    


    


    
      	 	
              CITICORP
                NORTH AMERICA, INC.,

              as
                a Funding Agent

               

            	 	 
	
              By:

            	
              /s/:
                Rosalia Agresti

            	 	 
	 	
              Name:
                Rosalia Agresti

              Title:
                Vice President

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
               

              JUPITER
                SECURITIZATION CORPORATION,

              as
                a CP Conduit Purchaser under

              the
                Series 2002-2 Supplement

               

            	 	 
	
              By:

            	
              /s/:
                George S. Wilkins

            	 	 
	 	
              Name:
                George S. Wilkins

              Title:
                Vice President

            	 	 


    

    


    
      	 	
               

              JPMORGAN
                CHASE BANK, NATIONAL
                ASSOCIATION

              (formerly
                known as JPMorgan Chase Bank),

              as
                a Funding Agent under the Series

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              /s/:
                George S. Wilkins

            	 	 
	 	
              Name:
                George S. Wilkins

              Title:
                Vice President

            	 	 


    

    


    


    
      	 	
               

              JPMORGAN
                CHASE BANK, NATIONAL
                ASSOCIATION

              (formerly
                known as JPMorgan Chase Bank),

              as
                an APA Bank under the Series 2002-2 

              Supplement

               

            	 	 
	
              By:

            	
              /s/:
                George S. Wilkins

            	 	 
	 	
              Name:
                George S. Wilkins

              Title:
                Vice President

            	 	 


    

     

    


     

    
      	 	
               

              JPMORGAN
                CHASE BANK, NATIONAL
                ASSOCIATION

              (formerly
                known as JPMorgan Chase Bank), 

              as
                Administrative Agent under the Series

              2002-2
                Supplement

               

            	 	 
	
              By:

            	
              /s/:
                George S. Wilkins

            	 	 
	 	
              Name:
                George S. Wilkins

              Title:
                Vice President

            	 	 


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      I TO SERIES 2002-2 SUPPLEMENT

     

    
      	 	
              CP
                Conduit

               

            	
              APA
                Banks

               

            	
              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

               

            	
              10.0%

               

            
	
              2.

               

            	
              Gemini
                Securitization Corp., LLC

               

            	
              Deutsche
                Bank AG, New York Branch

               

            	
              Deutsche
                Bank AG, New York Branch

               

            	
              100%

               

            	
              $125,000,000

               

            	
              No

               

            	
              12.5%

               

            
	
              3.

               

            	
              Liberty
                Street Funding Corporation

               

            	
              The
                Bank of Nova Scotia

               

            	
              The
                Bank of Nova Scotia

               

            	
              100%

               

            	
              $125,000,000

               

            	
              No

               

            	
              12.5%

               

            
	
              4.

               

            	
              YC
                SUSI Trust

               

            	
              Bank
                of America, National Association

               

            	
              Bank
                of America, National Association

               

            	
              100%

               

            	
              $125,000,000

               

            	
              No

               

            	
              12.5%

               

            
	
              5.

               

            	
              Paradigm
                Funding LLC

               

            	
              WestLB
                AG, New York Branch

               

            	
              WestLB
                AG, New York Branch

               

            	
              100%

               

            	
              $125,000,000

               

            	
              No

               

            	
              12.5%

               

            
	
              6

            	
              Charta,
                LLC

               

            	
              Citibank,
                N.A.

               

            	
              Citicorp
                North America, Inc.

               

            	
              100%

               

            	
              $125,000,000

               

            	
              No

               

            	
              12.5%

               

            
	
              7.

               

            	
              Jupiter
                Securitization Corporation

               

            	
              JPMorgan
                Chase Bank, N.A.

               

            	
              JPMorgan
                Chase Bank, N.A.

               

            	
              100%

               

            	
              $275,000,000

               

            	
              No

               

            	
              27.5%