EX-10.44.B:



 






Exhibit 10.44(b)




SECOND AMENDMENT TO THE SERIES 2003-5 SUPPLEMENT




          This SECOND AMENDMENT (this “Amendment”), dated as of December 23, 2005, amends the
Series 2003-5 Supplement (the “Series 2003-5 Supplement”), dated as of October 9, 2003, as
amended by the First Amendment thereto, dated as of June 3, 2004, and is between 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”), THE BANK OF NEW YORK, a
New York banking corporation, as trustee (in such capacity, the “Trustee”) and as agent for
the benefit of the Series 2003-5 Noteholders and the Surety Provider (in such capacity, the
“Series 2003-5 Agent”), to the Second Amended and Restated Base Indenture, dated as of June
3, 2004, between CRCF and the Trustee (as amended, modified or supplemented from time to time,
exclusive of Supplements creating a new Series of Notes, the “Base Indenture”). All
capitalized terms used herein and not otherwise defined herein shall have the respective meanings
provided therefor in the Definitions List attached as Schedule I to the Base Indenture (as amended
through the date hereof) or the Series 2003-5 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, pursuant to Section 6.11 of the Series 2003-5 Supplement, the Surety Provider is
deemed to be the sole holder of the Series 2003-5 Notes for the purpose of giving all consents,
waivers and approvals under the Series 2003-5 Supplement and the Base Indenture on behalf of the
Series 2003-5 Notes;




          WHEREAS, the parties desire to amend the Series 2003-5 Supplement (1) to increase the Series
2003-5 Required Enhancement Percentage when an Event of Bankruptcy has occurred with respect to a
Manufacturer of Program Vehicles, (2) to modify certain Series 2003-5 Maximum Manufacturer Amounts
and (3) to make conforming changes; and




          WHEREAS, CRCF has requested the Trustee, the Series 2003-5 Agent and each Noteholder to, and,
upon this Amendment becoming effective, CRCF, the Trustee, the Series 2003-5 Agent and the Surety
Provider voting as the sole Noteholder have agreed to, amend certain provisions of the Series
2003-5 Supplement as set forth herein;




          NOW, THEREFORE, it is agreed:





     1. Article I(b) of the Series 2003-5 Supplement is hereby amended to include the following
definitions in appropriate alphabetical order:



 









 






     “Adjusted Net Book Value” means, as of any date of determination, an amount
equal to the aggregate Net Book Value of all Included Program Vehicles less the
Aggregate Adjustment Amount posted by CRCF with respect to all Included Program Vehicles.




     “Included Program Vehicles” means, as of any date of determination, each
Adjusted Program Vehicle manufactured by a Manufacturer whose initial filing in respect of
its Chapter 11 Proceedings occurred more than nine months preceding such date of
determination.




     “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 sum of 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) and the average Adjusted Net Book Value for all Included Program
Vehicles leased under the AESOP I Operating Lease and the Finance Lease as of the preceding
Determination Date and the two Determination Dates precedent thereto.




     “Non-Program Fleet Market Value” means, with respect to all Non-Program
Vehicles and Included 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 and each such Included 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 and an Included 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. If such Vehicle is not listed in the most recently published NADA Guide, then the
“Market Value” of a Non-Program Vehicle and an Included Program Vehicle means the
Capitalized Cost of such Vehicle less depreciation charges accrued in respect of such
Vehicle since the date of such 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.




     “Series 2003-5 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 this definition, if a
Bankrupt Manufacturer is the debtor in Chapter 11 Proceedings, until the



-2-









 






thirtieth (30th) calendar day following commencement 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 2003-5 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 2003-5 Required Non-Program Enhancement
Percentage as of such date over (B) 14.65% 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 2003-5
Supplement, is hereby amended and restated in its entirety as follows:





     “Series 2003-5 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 2003-5 Maximum Non-Program Vehicle Percentage” means, as of any date of
determination, 40%; provided that the Series 2003-5 Maximum Non-Program Vehicle
Percentage as of any date of determination shall be increased by a fraction, expressed as a
percentage, the numerator of which is the aggregate Net Book Value of all Redesignated
Vehicles manufactured by each Bankrupt Manufacturer and each other Manufacturer with respect
to which a Manufacturer Event of Default has occurred and 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 2003-5 Maximum Manufacturer Amount” means, as of any day, any of the
Series 2003-5 Maximum Mitsubishi Amount, the Series 2003-5 Maximum Individual
Kia/Isuzu/Subaru Amount, the Series 2003-5 Maximum Individual Hyundai/Suzuki Amount or the
Series 2003-5 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.




     “Series 2003-5 Required Enhancement Amount” means, as of any date of
determination, the sum of (i) the product of the Series 2003-5 Required Enhancement
Percentage as of such date and the Series 2003-5 Invested Amount as of such date, (ii) the
Series 2003-5 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 2003-5 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series
2003-5 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 2003-5 Maximum
Mitsubishi Amount as of such date, (iv) the Series 2003-5 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



-3-









 






Leases as of such date over the Series 2003-5 Maximum Individual Kia/Isuzu/Subaru
Amount as of such date, (v) the Series 2003-5 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 2003-5 Maximum Individual Hyundai/Suzuki Amount as of
such date, (vi) the Series 2003-5 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 2003-5 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vii) the Series 2003-5 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 2003-5
Maximum Specified States Amount as of such date, (viii) the Series 2003-5 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 2003-5 Maximum
Non-Eligible Manufacturer Amount as of such date and (ix) the Series 2003-5 Percentage of
any Aggregate Adjustment Amount.




     “Series 2003-5 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 14.65% and (B) the Series 2003-5 Program
Vehicle Percentage as of such date, (ii) the product of (A) the Series 2003-5 Required
Non-Program Enhancement Percentage as of such date and (B) the Series 2003-5 Non-Program
Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2003-5 Required
Incremental Bankrupt Manufacturer Rate as of such date and (B) the Series 2003-5 Bankrupt
Manufacturer Vehicle Percentage as of such date.



          3. Article I(b) of the Series 2003-5 Supplement is hereby amended by deleting the definition
“Series 2003-5 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” and inserting the
following definitions in appropriate alphabetical order:





     “Series 2003-5 Maximum Individual Kia/Isuzu/Subaru Amount” means, as of any
day, with respect to Kia, Isuzu or Subaru, individually, an amount equal to 5% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such day.




     “Series 2003-5 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 2003-5
Supplement.




          5. This Amendment shall become effective as of the 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, (ii) the Rating Agency Consent Condition
shall have been satisfied with respect to this Amendment, (iii) all certificates




-4-









 








and opinions of counsel required under the Base Indenture shall have been delivered to the
Trustee and (iv) the Surety Provider, as the Requisite Noteholders, shall have consented hereto.



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




-5-









 








          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
	 	 	as Series 2003-5 Agent
	 
	 	 	 	 
	 

	 	By:
	 	          /s/ John Bobko
	 

	 	 	 	 
	 

	 	 	 	Name: John Bobko
	 

	 	 	 	Title: Vice President