EX-10.39.C:



 









Exhibit 10.39(c)




FIFTH AMENDMENT TO THE AMENDED AND RESTATED

SERIES 2002-2 SUPPLEMENT




          This FIFTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”), dated as of December 23, 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, the Third Amendment thereto, dated as of November 30, 2004 and the Fourth
Amendment thereto, dated as of November 28, 2005, and is among 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”), 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), 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(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 2002-2 Supplement (1) to increase the Series
2002-2 Required Enhancement Percentage when an Event of Bankruptcy has occurred with respect to a
Manufacturer of Program Vehicles, (2) to modify certain Series 2002-2 Maximum Manufacturer Amounts
and (3) to make conforming changes; and




          WHEREAS, CRCF has requested the Trustee, the Series 2002-2 Agent and each Series 2002-2
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 2002-2


 









 







Noteholder, CRCF, the Trustee, the Series 2002-2 Agent and the Series 2002-2 Noteholders have
agreed to, amend certain provisions of the Series 2002-2 Supplement as set forth herein;




          NOW, THEREFORE, it is agreed:




          1. Article I(b) of the Series 2002-2 Supplement is hereby amended to include the following
definitions in appropriate alphabetical order:





          ““Series 2002-2 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 2002-2 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 2002-2 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 2002-2 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 2002-2
Supplement, is hereby amended and restated in its entirety as follows:





          ““Series 2002-2 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 2002-2 Maximum Non-Program Vehicle Amount” means, as of any day, an
amount equal to the Series 2002-2 Maximum Non-Program Vehicle Percentage of the aggregate
Net Book Value of all Vehicles leased under the Leases on such day.”




          ““Series 2002-2 Maximum Manufacturer Amount” means, as of any day, any of the
Series 2002-2 Maximum Mitsubishi Amount, the Series 2002-2 Maximum Nissan



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Amount, the Series 2002-2 Maximum Individual Kia/Isuzu/Subaru. Amount, the Series
2002-2 Maximum Individual Hyundai/Suzuki Amount or the Series 2002-2 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.”




          ““Series 2002-2 Required Enhancement Amount” means, as of any date of
determination, the sum of:




          (i) the product of the Series 2002-2 Required Enhancement Percentage as of such date
and the Series 2002-2 Invested Amount as of such date;




          (ii) the greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Program Vehicle Amount as of the immediately preceding Business Day over the Series
2002-2 Maximum Non-Program Vehicle Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage
of the Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease
as of the immediately preceding Business Day over (B) the Series 2002-2 Maximum Non-Program
Vehicle Percentage of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value
of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net
Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;




          (iii) the greater of (x) the Series 2002-2 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 the immediately preceding Business Day over the Series 2002-2 Maximum
Mitsubishi Amount as of the immediately preceding Business Day and (y) the excess, if any,
of (A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net Book Value of
all Vehicles manufactured by Mitsubishi and leased under the AESOP II Operating Lease as of
the immediately preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease
Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi and
leased under the AESOP I Operating Lease as of the immediately preceding Business Day over
(B) 5% of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business
Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;




          (iv) the greater of (x) the Series 2002-2 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 the immediately preceding Business Day over the Series
2002-2 Maximum Individual Kia/Isuzu/Subaru Amount as of the immediately preceding Business
Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of
the aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu or Subaru,
individually, and leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I



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Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured
by Kia, Isuzu or Subaru, individually, and leased under the AESOP I Operating Lease as of
the immediately preceding Business Day over (B) 5% of the sum of (1) the Series 2002-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
as of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;




          (v) the greater of (x) the Series 2002-2 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 the immediately preceding Business Day over the Series
2002-2 Maximum Individual Hyundai/Suzuki Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai or Suzuki, individually,
and leased under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value
of all Vehicles manufactured by Hyundai or Suzuki, individually, and leased under the AESOP
I Operating Lease as of the immediately preceding Business Day over (B) 7.5% of the sum of
(1) the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of the immediately preceding Business Day and (2) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
leased under the AESOP I Operating Lease as of the immediately preceding Business Day;




          (vi) the greater of (x) the Series 2002-2 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 the immediately preceding
Business Day over the Series 2002-2 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount
as of the immediately preceding Business Day and (y) the excess, if any, of (A) the sum of
(1) the Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles
manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the aggregate, and leased under
the AESOP II Operating Lease as of the immediately preceding Business Day and (2) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the aggregate, and leased under
the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 20% of the
sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles leased
under the AESOP II Operating Lease as of the immediately preceding Business Day and (2) the
Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business
Day;




          (vii) the greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the Series 2002-2
Maximum Specified States Amount as of the immediately preceding Business



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Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage
of the Net Book Value of all Vehicles titled in the States of Ohio, Oklahoma and Nebraska
and leased under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value
of all Vehicles titled in the States of Ohio, Oklahoma and Nebraska and leased under the
AESOP I Operating Lease as of the immediately preceding Business Day over (B) 7.5% of the
sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles leased
under the AESOP II Operating Lease as of the immediately preceding Business Day and (2) the
Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business
Day;




          (viii) the greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Non-Eligible Manufacturer Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Series 2002-2 AESOP I Operating Lease
Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Manufacturers other
than Eligible Non-Program Manufacturers and leased under the AESOP I Operating Lease as of
the immediately preceding Business Day over (B) 3% of the sum of (1) the Series 2002-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
as of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;




          (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
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the aggregate Net Book
Value of all Vehicles manufactured by Nissan and leased under the Leases as of the
immediately preceding Business Day over the Series 2002-2 Maximum Nissan Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the
Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Nissan and leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net
Book Value of all Vehicles manufactured by Nissan and leased under the AESOP I Operating
Lease as of the immediately preceding Business Day over (B) 5% of the sum of (1) the Series
2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series 2002-2 AESOP
I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business Day; and




          (x) the greater of (x) the Series 2002-2 Percentage of any Aggregate Adjustment Amount
as of such date and (y) the sum of (A) the Series 2002-2 VFN Percentage of the sum of the
Adjustment Amount for each Adjusted Program Vehicle leased under the AESOP II Operating
Lease as of such date and (B) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage
of the sum of the Adjustment Amount for



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each Adjusted Program Vehicle leased under the AESOP I Operating Lease as of such
date.”




          ““Series 2002-2 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 22.25% and (B) the Series 2002-2 Program
Vehicle Percentage as of the immediately preceding Business Day, (ii) the product of (A) the
Series 2002-2 Required Non-Program Enhancement Percentage as of such date and (B) the Series
2002-2 Non-Program Vehicle Percentage as of the immediately preceding Business Day, and
(iii) the product of (A) the Series 2002-2 Required Incremental Bankrupt Manufacturer Rate
as of such date and (B) the Series 2002-2 Bankrupt Manufacturer Vehicle Percentage as of the
immediately preceding Business Day.”



          3. Article I(b) of the Series 2002-2 Supplement is hereby amended by deleting the definition
“Series 2002-2 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” and inserting the
following definitions in appropriate alphabetical order:





          ““Series 2002-2 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 2002-2 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 2002-2
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 2002-2 Noteholders shall have been delivered to the Trustee and the Series 2002-2
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 2002-2 Supplement
shall be deemed to be references to the Series 2002-2 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.




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          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 2002-2 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 
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/ 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 2002-2 Supplement	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael Cheng	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Cheng	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stanley Chao	 	 
	 

	 	 	 	 
	 

	 	Name: Stanley Chao	 	 
	 

	 	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
	 	 
	 
	 	 	 	 
	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	 	 
	 
	 	 	 	 
	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