EX-10.39.C: FIFTH AMENDMENT TO THE AMENDED AND RESTATED SUPPLEMENT

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 (30^th) 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

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

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

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

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.

          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.

     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