EX-10.39.B:



 






Exhibit 10.39(b)




FOURTH AMENDMENT TO THE AMENDED AND RESTATED




SERIES 2002-2 SUPPLEMENT




          This FOURTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”), dated as of November 28, 2005, 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, and the Third Amendment thereto, dated 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. (as assignee of Avis Rent A Car
System, Inc.), a corporation organized under the laws of Delaware (“CCRG”), as
administrator, JPMORGAN CHASE BANK, N.A. (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(ii) of the Base Indenture, any amendment to any
Supplement which extends the due date for any Note 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 2002-2 Supplement to extend the Scheduled
Expiry Date; and




          WHEREAS, CRCF has requested the Trustee, the Series 2002-2 Agent and each CP Conduit
Purchaser, APA Bank and Funding Agent to, and, upon the effectiveness of this Amendment, CRCF, the
Trustee, the Series 2002-2 Agent and each CP Conduit Purchaser, APA Bank and Funding Agent have
agreed to, amend certain provisions of the Series 2002-2 Supplement as set forth herein;




          NOW, THEREFORE, it is agreed:




 









 






	 	1.	 	Amendment to Defined Terms. The following defined term, as set
forth in Article I(b) of the Series 2002-2 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).”





	 	2.	 	Waiver of Notice Requirement and Certificate and Consent to
Extension under Section 2.6(b). Each Purchaser Group, by executing
this Amendment, solely with respect to this Amendment, (i) hereby
waives the requirements set forth in Section 2.6(b) of the Series
2002-2 Supplement that CRCF provide the Administrative Agent with
(x) sixty (60) days prior written notice of any proposed extension
of the Scheduled Expiry Date and (y) a certificate from the chief
financial officer of CRCF to the effect set forth in Schedule
8.3(d) of the Base Indenture and (ii) hereby agrees to the
extension of the Scheduled Expiry Date as effected by this
Amendment.
	 
	 	3.	 	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.
	 
	 	4.	 	This Amendment shall become effective as of the first date (such
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 and (ii) the Rating
Agency Consent Condition shall have been satisfied with respect to
this Amendment.
	 
	 	5.	 	From and after the 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.
	 
	 	6.	 	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.
	 
	 	7.	 	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.
	 
	 	 	 	 




-2-









 











          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/ Eric A. Lindahl	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Eric A. Lindahl	 	 
	 

	 	 	 	Title: Agent	 	 






 









 





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/ Janette Lieu	 	 
	 

	 	 	 	 
	 

	 	Name: Janette Lieu	 	 
	 

	 	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/ Geraldine St-Louis	 	 
	 

	 	 	 	 
	 

	 	Name: Geraldine St-Louis	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	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/ Kevin Tanzer	 	 
	 

	 	 	 	 
	 

	 	Name: Kevin Tanzer	 	 
	 

	 	Title: Vice President	 	 






 









 






	 	 	 	 	 
	 

	 	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/ Norman Last	 	 
	 

	 	 	 	 
	 

	 	Name: Norman Last	 	 
	 

	 	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/ John Zeszutek	 	 
	 

	 	 	 	 
	 

	 	Name: John Zeszutek	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	BANK OF AMERICA, NATIONAL ASSOCIATION,	 	 
	 

	 	as a Funding Agent and an APA Bank under	 	 
	 

	 	the Series 2002-2 Supplement	 	 
	By:

	 	/s/ John Zeszutek	 	 
	 

	 	 	 	 
	 

	 	Name: John Zeszutek	 	 
	 

	 	Title: Vice President	 	 






 









 






	 	 	 	 	 
	 

	 	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/ Elizabeth R. Wilds	 	 
	 

	 	 	 	 
	 

	 	Name: Elizabeth R. Wilds	 	 
	 

	 	Title: Director	 	 






 









 






	 	 	 	 	 
	 

	 	CHARTA, LLC,	 	 
	 

	 	as a CP Conduit Purchaser	 	 
	 
	 	 	 	 
	 

	 	Citicorp North America, Inc., as	 	 
	By:

	 	Attorney-in-Fact	 	 
	 
	 	 	 	 
	By:

	 	/s/ Rosalia Agresti	 	 
	 

	 	 	 	 
	 

	 	Name: Rosalia Agresti	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	CITIBANK, N.A., as	 	 
	 

	 	an APA Bank	 	 
	By:

	 	/s/ Williams G. Martens III	 	 
	 

	 	 	 	 
	 

	 	Name: William G. Martens III	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	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