EX-10.38.B:



 






Exhibit 10.38(b)




THIRD AMENDMENT TO THE SERIES 2002-1 SUPPLEMENT




          This THIRD AMENDMENT TO THE SERIES 2002-1 SUPPLEMENT (this “Amendment”), dated as of
December 23, 2005, amends the Series 2002-1 Supplement (the “Series 2002-1 Supplement”),
dated as of July 25, 2002 as amended by the First Amendment thereto, dated as of November 22, 2002
and the Second 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 2002-1 Noteholders and the Surety Provider (in such capacity, the
“Series 2002-1 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 2002-1 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 2002-1 Supplement, the Surety Provider is
deemed to be the sole holder of the Series 2002-1 Notes for the purpose of giving all consents,
waivers and approvals under the Series 2002-1 Supplement and the Base Indenture on behalf of the
Series 2002-1 Notes;




          WHEREAS, the parties desire to amend the Series 2002-1 Supplement (1) to increase the Series
2002-1 Required Enhancement Percentage when an Event of Bankruptcy has occurred with respect to a
Manufacturer of Program Vehicles, (2) to modify certain Series 2002-1 Maximum Manufacturer Amounts
and (3) to make conforming changes; and




          WHEREAS, CRCF has requested the Trustee, the Series 2002-1 Agent and each Noteholder to, and,
upon this Amendment becoming effective, CRCF, the Trustee, the Series 2002-1 Agent and the Surety
Provider voting as the sole Noteholder have agreed to, amend certain provisions of the Series
2002-1 Supplement as set forth herein;




 









 








          NOW, THEREFORE, it is agreed:




          1. Article I(b) of the Series 2002-1 Supplement is hereby amended to include the following
definitions in appropriate alphabetical order:





     “Series 2002-1 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
each Manufacturer with respect to which a Manufacturer Event of Default has occurred 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 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 2002-1 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 2002-1 Required Non-Program Enhancement
Percentage as of such date over (B) 15.0% 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 2002-1
Supplement, is hereby amended and restated in its entirety as follows:





     “Series 2002-1 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 2002-1 Maximum Non-Program Vehicle Percentage” means, as of any date of
determination, 40%; provided that the Series 2002-1 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 2002-1 Maximum Manufacturer Amount” means as of any day, any of the
Series 2002-1 Maximum Mitsubishi Amount, the Series 2002-1 Maximum Individual
Kia/Isuzu/Subaru Amount, the Series 2002-1 Maximum Individual Hyundai/Suzuki Amount or the
Series 2002-1 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.



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     “Series 2002-1 Required Enhancement Amount” means, as of any date of
determination, the sum of (i) the product of the Series 2002-1 Required Enhancement
Percentage as of such date and the Series 2002-1 Invested Amount as of such date, (ii) the
Series 2002-1 Percentage of the excess, if any, of the Non-Program Vehicle Amount as of such
date over the Series 2002-1 Maximum Non-Program Vehicle Amount as of such date, (iii) the
Series 2002-1 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 such date over the
Series 2002-1 Maximum Mitsubishi Amount as of such date, (iv) the Series 2002-1 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 such date over the Series
2002-1 Maximum Individual Kia/Isuzu/Subaru Amount as of such date, (v) the Series 2002-1
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 such date
over the Series 2002-1 Maximum Individual Hyundai/Suzuki Amount as of such date, (vi) the
Series 2002-1 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 such date over the Series 2002-1 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vii) the Series 2002-1 Percentage
of the excess, if any, of the Specified States Amount as of such date over the Series 2002-1
Maximum Specified States Amount as of such date, (viii) the Series 2002-1 Percentage of the
excess, if any, of the Non-Eligible Manufacturer Amount as of such date over the Series
2002-1 Maximum Non-Eligible Manufacturer Amount as of such date and (ix) the Series 2002-1
Percentage of any Aggregate Adjustment Amount.




     “Series 2002-1 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 15.0% and (B) the Series 2002-1 Program
Vehicle Percentage as of such date, (ii) the product of (A) the Series 2002-1 Required
Non-Program Enhancement Percentage as of such date and (B) the Series 2002-1 Non-Program
Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2002-1 Required
Incremental Bankrupt Manufacturer Rate as of such date and (B) the Series 2002-1 Bankrupt
Manufacturer Vehicle Percentage as of such date.



          3. Article I(b) of the Series 2002-1 Supplement is hereby amended by deleting the definition
“Series 2002-1 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” and inserting the
following definitions in appropriate alphabetical order:





     “Series 2002-1 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 2002-1 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.



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          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 2002-1
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 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 2002-1 Supplement
shall be deemed to be references to the Series 2002-1 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 2002-1 Agent

 
	 	By:  	/s/ John Bobko
 	 
	 	 	Name:  	John Bobko 	 
	 	 	Title:  	Vice President