EX-10.46.B:



 






Exhibit 10.46(b)




FIRST AMENDMENT TO THE SERIES 2004-4 SUPPLEMENT




          This FIRST AMENDMENT TO THE SERIES 2004-4 SUPPLEMENT (this “Amendment”), dated as of
December 23, 2005, amends the Series 2004-4 Supplement (the “Series 2004-4 Supplement”),
dated as of November 30, 2004 and is among CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special
purpose limited liability company established under the laws of Delaware (“CRCF”), CENDANT
CAR RENTAL GROUP, INC., a corporation organized 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 2004-4 Noteholders (in
such capacity, the “Series 2004-4 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 2004-4 Supplement, as
applicable.




W I T N E S S E T H:




          WHEREAS, pursuant to Section 12.2(i) of the Base Indenture, an amendment to any Supplement
which amends the applicable amount of Enhancement requires the consent of CRCF, the Trustee and
each affected Noteholder of the applicable Series of Notes;




          WHEREAS, the parties desire to amend the Series 2004-4 Supplement (1) to increase the Series
2004-4 Required Enhancement Percentage when an Event of Bankruptcy has occurred with respect to a
Manufacturer of Program Vehicles, (2) to modify certain Series 2004-4 Maximum Manufacturer Amounts
and (3) to make conforming changes; and




          WHEREAS, CRCF has requested the Trustee, the Series 2004-4 Agent and each Series 2004-4
Noteholder to, and, upon the effectiveness of (i) this Amendment and (ii) the letter (the
“Consent Letter”), dated as of the date hereof, among CRCF and each Series 2004-4
Noteholder, CRCF, the Trustee, the Series 2004-4 Agent and the Series 2004-4 Noteholders have
agreed to, amend certain provisions of the Series 2004-4 Supplement as set forth herein;




          NOW, THEREFORE, it is agreed:




 









 








          1. Article I(b) of the Series 2004-4 Supplement is hereby amended to include the following
definitions in appropriate alphabetical order:





     ““Series 2004-4 Bankrupt Manufacturer Vehicle Percentage” means, as of any date
of determination, a fraction, expressed as a percentage, (i) the numerator of which is the
aggregate Net Book Value of all Program Vehicles manufactured by a Bankrupt Manufacturer and
leased under the AESOP I Operating Lease as of such date and (ii) the denominator of which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as
of such date; provided that, solely for the purposes of clause (i) of this
definition, if a Bankrupt Manufacturer is the debtor in Chapter 11 Proceedings, until the
thirtieth (30th) calendar day following the initial filing in respect of such
Chapter 11 Proceedings, the Net Book Value of all Program Vehicles Manufactured by such
Bankrupt Manufacturer shall be deemed to be zero.”




     ““Series 2004-4 Maximum Non-Program Vehicle Percentage” means, as of any date
of determination, the sum of (a) 40% and (b) a fraction, expressed as a percentage, the
numerator of which is the aggregate Net Book Value of all Redesignated Vehicles manufactured
by a Bankrupt Manufacturer or a Manufacturer with respect to which a Manufacturer Event of
Default has occurred, and in each case leased as of such date under the AESOP I Operating
Lease or the Finance Lease as of such date, and the denominator of which is the aggregate
Net Book Value of all Vehicles leased under the Leases as of such date.”




     ““Series 2004-4 Required Incremental Bankrupt Manufacturer Rate” means (i) as
of any date following the occurrence of an Event of Bankruptcy with respect to a
Manufacturer of Program Vehicles, the excess of (A) the Series 2004-4 Required Non-Program
Enhancement Percentage as of such date over (B) 22.25% and (ii) as of any other date of
determination, zero.”



          2. Each of the following defined terms, as set forth in Article I(b) of the Series 2004-4
Supplement, is hereby amended and restated in its entirety as follows:





     ““Scheduled Expiry Date” means, with respect to any Purchaser Group, the later
of (a) March 29, 2006 and (b) the last day of any extension thereof made in accordance with
Section 2.6(b).”




     ““Series 2004-4 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”
means, as of any day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the
aggregate, an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.”




     ““Series 2004-4 Maximum Non-Program Vehicle Amount” means, as of any day, an
amount equal to the Series 2004-4 Maximum Non-Program Vehicle Percentage of the aggregate
Net Book Value of all Vehicles leased under the Leases on such day.”




     ““Series 2004-4 Maximum Manufacturer Amount” means, as of any day, any of the
Series 2004-4 Maximum Mitsubishi Amount, the Series 2004-4 Maximum Nissan



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Amount, the Series 2004-4 Maximum Individual Kia/Isuzu/Subaru Amount, the Series 2004-4
Maximum Individual Hyundai/Suzuki Amount or the Series 2004-4 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.”




     ““Series 2004-4 Required Enhancement Amount” means, as of any date of
determination, the sum of (i) the product of the Series 2004-4 Required Enhancement
Percentage as of such date and the Series 2004-4 Invested Amount as of such date, (ii) the
Series 2004-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding
Business Day of the excess, if any, of the Non-Program Vehicle Amount as of such date over
the Series 2004-4 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series
2004-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business
Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by
Mitsubishi and leased under the Leases as of such date over the Series 2004-4 Maximum
Mitsubishi Amount as of such date, (iv) the Series 2004-4 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day 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 such date over the Series 2004-4 Maximum Individual
Kia/Isuzu/Subaru Amount as of such date, (v) the Series 2004-4 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day 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 such date over the Series 2004-4 Maximum Individual
Hyundai/Suzuki Amount as of such date, (vi) the Series 2004-4 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day 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 such date over the Series 2004-4
Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vii) the Series
2004-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business
Day of the excess, if any, of the Specified States Amount as of such date over the Series
2004-4 Maximum Specified States Amount as of such date, (viii) the Series 2004-4 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the Non-Eligible Manufacturer Amount as of such date over the Series
2004-4 Maximum Non-Eligible Manufacturer Amount as of such date, (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 Series 2004-4 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Nissan and
leased under the Leases as of such date over the Series 2004-4 Maximum Nissan Amount as of
such date; and (x) the Series 2004-4 AESOP I Operating Lease Vehicle Percentage as of such
date of any Aggregate Adjustment Amount.




     ““Series 2004-4 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 22.25% and (B) the Series 2004-4 Program
Vehicle Percentage as of the immediately preceding Business Day, (ii) the product of (A) the
Series 2004-4 Required Non-Program Enhancement Percentage as of



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such date and (B) the Series 2004-4 Non-Program Vehicle Percentage as of the
immediately preceding Business Day and (iii) the product of (A) the Series 2004-4 Required
Incremental Bankrupt Manufacturer Rate as of such date and (B) the Series 2004-4 Bankrupt
Manufacturer Vehicle Percentage as of the immediately preceding Business Day.”



          3. Article I(b) of the Series 2004-4 Supplement is hereby amended by deleting the definition
“Series 2004-4 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” and inserting the
following definitions in appropriate alphabetical order:





     “Series 2004-4 Maximum Individual Kia/Isuzu/Subaru Amount” means, as of any
day, with respect to Kia, Isuzu and Subaru, individually, an amount equal to 5% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such day.




     “Series 2004-4 Maximum Individual Hyundai/Suzuki Amount” means, as of any day,
with respect to Hyundai or Suzuki, individually, an amount equal to 7.5% of the aggregate
Net Book Value of all Vehicles leased under the Leases on such day.



          4. 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 2004-4
Supplement.




          5. This Amendment shall become effective as of the first date (the “Amendment Effective
Date”) on which each of the following have occurred: (i) each of the parties hereto shall have
executed and delivered this Amendment to the Trustee, and the Trustee shall have executed this
Amendment, (ii) the Rating Agency Consent Condition shall have been satisfied with respect to this
Amendment, (iii) all certificates and opinions of counsel required under the Base Indenture or by
the Series 2004-4 Noteholders shall have been delivered to the Trustee and the Series 2004-4
Noteholders, as applicable, and (iv) the Consent Letter shall have been duly executed by each party
thereto and shall be effective.




          6. From and after the Amendment Effective Date, all references to the Series 2004-4 Supplement
shall be deemed to be references to the Series 2004-4 Supplement as amended hereby.




          7. 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.




          8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.





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



	 	 	 	 	 	 	 
	 	 	CENDANT RENTAL CAR FUNDING
(AESOP) LLC, as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lori Gebron	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Lori Gebron	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee and 
Series 2004-4 Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Bobko	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John Bobko	 	 
	 

	 	 	 	Title: Vice President	 	 






 










 






	 	 	 	 	 
	AGREED, ACKNOWLEDGED AND CONSENTED:	 	 
	 
	 	 	 	 
	SHEFFIELD RECEIVABLES CORPORATION,	 	 
	          as a CP Conduit Purchaser under the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	          By:

	 	Barclays Bank PLC	 	 
	 

	 	as Attorney-in-Fact	 	 
	 
	 	 	 	 
	          By:

	 	/s/ Janette Lieu	 	 
	 

	 	 	 	 
	 

	 	Name: Janette Lieu	 	 
	 

	 	Title: Director	 	 






	 	 	 	 	 
	BARCLAYS BANK PLC,	 	 
	          as a Funding Agent and an APA Bank under	 	 
	          the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffrey Goldberg	 	 
	 

	 	 	 	 
	 

	 	Name: Jeffrey Goldberg	 	 
	 

	 	Title: Associate Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffrey Goldberg	 	 
	 

	 	 	 	 
	 

	 	Name: Jeffrey Goldberg	 	 
	 

	 	Title: Associate Director	 	 






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	LIBERTY STREET FUNDING CORPORATION,	 	 
	          as a CP Conduit Purchaser under the Series 2004-4 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 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ Norman Last	 	 
	 

	 	 	 	 
	 

	 	Name: Norman Last	 	 
	 

	 	Title: Managing Director	 	 







 










 






YC SUSI TRUST,

     as a CP Conduit Purchaser under the Series 2004-4 Supplement





			
	By:	 	Bank of America, National Association,
as Administrative Trustee





	 	 	 	 	 
	 	 	 
	 	By:  	/s/ John Zesuztek
 	 
	 	 	Name:  	John Zeszutek 	 
	 	 	Title:  	Vice President 	 
	 



BANK OF AMERICA, NATIONAL ASSOCIATION,

     as a Funding Agent and an APA Bank under

     the Series 2004-4 Supplement




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ John Zesuztek
 	 
	 	 	Name:  	John Zeszutek 	 
	 	 	Title:  	Vice President 	 
	 








 









 











PARADIGM FUNDING LLC,

     as a CP Conduit Purchaser under the Series 2004-4 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 2004-4 Supplement




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew F. Tallo
 	 
	 	 	Name:  	Matthew F. Tallo 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Elizabeth R. Wilds
 	 
	 	 	Name:  	Elizabeth R. Wilds 	 
	 	 	Title:  	Director 	 
	 




 









 








CHARTA, LLC (as successor to Charta Corporation),

     as a CP Conduit Purchaser under the Series 2004-4 Supplement





			
	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 under the Series 2004-4 Supplement




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ William G. Martens III
 	 
	 	 	Name:  	William G. Martens 	 
	 	 	Title:  	Vice President 	 
	 



CITICORP NORTH AMERICA, INC.,

     as a Funding Agent under the Series 2004-4 Supplement




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Rosalia Agresti
 	 
	 	 	Name:  	Rosalia Agresti 	 
	 	 	Title:  	Vice President 	 
	 




 









 






	 	 	 	 	 
	JUPITER SECURITIZATION CORPORATION,
	 

	 	as a CP Conduit Purchaser under the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ George S. Wilkins	 	 
	 

	 	 	 	 
	 

	 	Name: George S. Wilkins

Title: Vice President	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	 

	 	as a Funding Agent under the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ George S. Wilkins	 	 
	 

	 	 	 	 
	 

	 	Name: George S. Wilkins

Title: Vice President	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	 

	 	as an APA Bank under the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ George S. Wilkins	 	 
	 

	 	 	 	 
	 

	 	Name: George S. Wilkins

Title: Vice President	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	 

	 	as Administrative Agent under the Series 2004-4 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ George S. Wilkins	 	 
	 

	 	 	 	 
	 

	 	Name: George S. Wilkins

Title: Vice President	 	 











 









 











	 	 	 	 	 
	GEMINI SECURITIZATION CORP., LLC,
	as a CP Conduit Purchaser under the Series 2004-4 Supplement
	 
	 	 	 	 
	By:

	 	/s/ R. Douglas Donaldson	 	 
	 

	 	 	 	 
	 

	 	Name: R. Douglas Donaldson	 	 
	 

	 	Title: Treasurer	 	 
	 
	 	 	 	 
	DEUTSCHE BANK AG, NEW YORK BRANCH,
	as a Funding Agent and an APA Bank under the Series 2004-4 Supplement
	 
	 	 	 	 
	By:

	 	/s/ Michael Cheng	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Cheng	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stanley Chao	 	 
	 

	 	 	 	 
	 

	 	Name: Stanley Chao	 	 
	 

	 	Title: Vice President