EX-10.40.B:



 






Exhibit 10.40(b)




SECOND AMENDMENT TO THE SERIES 2003-1 SUPPLEMENT




     This SECOND AMENDMENT (this “Amendment”), dated as of December 23, 2005, amends
the Series 2003-1 Supplement (the “Series 2003-1 Supplement”), dated as of January 28,
2003, as amended by the First Amendment thereto, dated as of June 3, 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. (“CCRG”), a corporation
established under the laws of Delaware, as administrator, CENDANT CORPORATION, a corporation
established under the laws of Delaware, as 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 2003-1 Noteholders (in such capacity, the “Series 2003-1 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
2003-1 Supplement, as applicable.



W I T N E S S E T H:




     WHEREAS, pursuant to Section 12.2(i) of the Base Indenture, any 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 2003-1 Supplement (1) to increase the
Series 2003-1 Required Enhancement Percentage when an Event of Bankruptcy has occurred with respect
to a Manufacturer of Program Vehicles, (2) to modify certain Series 2003-1 Maximum Manufacturer
Amounts and (3) to make conforming changes; and



     WHEREAS, CRCF has requested the Trustee, the Series 2003-1 Agent and the Series 2003-1
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 the Series 2003-1
Noteholder, CRCF, the Trustee, the Series 2003-1 Agent and the Series 2003-1 Noteholder have agreed
to, amend certain provisions of the Series 2003-1 Supplement as set forth herein;



     NOW, THEREFORE, it is agreed:




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







     “Series 2003-1 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 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



-1-









 




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 2003-1 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 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 2003-1 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 2003-1 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 2003-1 Supplement, is hereby amended and restated in
its entirety as follows:






     “Series 2003-1 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 2003-1 Maximum Manufacturer Amount” means, as of any day, any of
the Series 2003-1 Maximum Mitsubishi Amount, the Series 2003-1 Maximum Nissan Amount, the
Series 2003-1 Maximum Individual Kia/Isuzu/Subaru Amount, the Series 2003-1 Maximum
Individual Hyundai/Suzuki Amount or the Series 2003-1 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.



     “Series 2003-1 Required Enhancement Amount” means, as of any date of
determination, the sum of (i) the product of the Series 2003-1 Required Enhancement
Percentage as of such date and the Series 2003-1 Invested Amount as of such date, (ii) the
Series 2003-1 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 2003-1 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series
2003-1 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 2003-1 Maximum
Mitsubishi Amount as of such date, (iv) the Series 2003-1 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



-2-









 







Leases as of such date over the Series 2003-1 Maximum Individual Kia/Isuzu/Subaru
Amount as of such date, (v) the Series 2003-1 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 2003-1 Maximum Individual Hyundai/Suzuki Amount as of such date,
(vi) the Series 2003-1 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 2003-1 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vii) the Series 2003-1 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 2003-1
Maximum Specified States Amount as of such date, (viii) the Series 2003-1 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 2003-1 Maximum
Non-Eligible Manufacturer Amount as of such date and (ix) the Series 2003-1 Percentage of
any Aggregate Adjustment Amount.



     “Series 2003-1 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 15.0% and (B) the Series 2003-1 Program
Vehicle Percentage as of such date, (ii) the product of (A) the Series 2003-1 Required
Non-Program Enhancement Percentage as of such date and (B) the Series 2003-1 Non-Program
Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2003-1 Required
Incremental Bankrupt Manufacturer Rate as of such date and (B) the Series 2003-1 Bankrupt
Manufacturer Vehicle Percentage as of such date.




	 	3.	 	Article I(b) of the Series 2003-1 Supplement is hereby amended by
deleting the definition “Series 2003-1 Maximum Individual
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” and inserting the
following definitions in appropriate alphabetical order:






     “Series 2003-1 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 2003-1 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.




	 	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 2003-1 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





-3-









 












	 	 	 	satisfied with respect to this Amendment, (iii) all certificates and
opinions of counsel required under the Base Indenture or by the 2003-1
Noteholder shall have been delivered to the Trustee and the Series 2003-1
Noteholder, 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 2003-1 Supplement shall be deemed to be references to the
Series 2003-1 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.







-4-










 






          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 2003-1 Agent 	 
	 
	 	By:  	                 /s/ John Bobko
 	 
	 	 	Name:  	John Bobko           	 
	 	 	Title:  	Vice President 	 
	 


Acknowledged and Agreed:




	 	 	 	 	 
	




	 	CENDANT CORPORATION,

as Purchaser

	 	 
	 
	 	 	 	 
	By:

	 	/s/ David B. Wyshner	 	 
	 

	 	 	 	 
	 

	 	Name: David B. Wyshner
	 	 
	 

	 	Title: Executive Vice President & Treasurer