Exhibit 10.11
AMENDMENT NO. 1
DATED AS OF OCTOBER 28, 1999
TO
ADMINISTRATION AGREEMENT
AMONG
GREYHOUND FUNDING LLC
RAVEN FUNDING LLC,
PHH VEHICLE MANAGEMENT SERVICES LLC
AS ADMINISTRATOR
AND
THE CHASE MANHATTAN BANK,
AS INDENTURE TRUSTEE
DATED AS OF JUNE 30, 1999
Table of Contents
Page
SECTION 1: CERTAIN DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2: AMENDMENT TO SECTION 2 OF ADMINISTRATION AGREEMENT . . . . . . 1
SECTION 3: AMENDMENT TO SECTION 3 OF ADMINISTRATION AGREEMENT . . . . . . 2
SECTION 4: AMENDMENT TO SECTION 6 OF ADMINISTRATION AGREEMENT . . . . . . 2
SECTION 5: SCHEDULE TO ADMINISTRATION AGREEMENT . . . . . . . . . . . . . 2
SECTION 6: CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . 3
SECTION 7: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7.1 Duplicate Originals. . . . . . . . . . . . . . . 3
Section 7.2 Ratification and Effect. . . . . . . . . . . . . 3
Section 7.3 GOVERNING LAW . . . . . . . . . . . . . . . . . . 3
Section 7.4 Headings . . . . . . . . . . . . . . . . . . . . 3
Section 7.5 Counterparts . . . . . . . . . . . . . . . . . . 3
Section 7.6 Severability of Provisions . . . . . . . . . . . 3
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AMENDMENT, dated as of October 28, 1999 ("Amendment"), to
ADMINISTRATION AGREEMENT, dated as of June 30, 1999, among GREYHOUND FUNDING
LLC, a special purpose, limited liability company established under the laws
of Delaware (the "Issuer"), RAVEN FUNDING LLC, a special purpose, limited
liability company established under the laws of Delaware ("SPV"), PHH VEHICLE
MANAGEMENT SERVICES, LLC, a Delaware limited liability company, as
administrator (the "Administrator"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee") under the Base Indenture, dated as of June
30, 1999, between the Issuer and the Indenture Trustee, as amended on the
date hereof.
W I T N E S S E T H:
WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee are parties to an Administration Agreement, dated as of June 30, 1999
(the "Administration Agreement");
WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee desire to amend certain terms of the Administration Agreement; and
WHEREAS, the Issuer, SPV, the Administrator and the Indenture
Trustee have duly authorized the execution and delivery of this Amendment;
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Administration
Agreement be amended and supplemented as follows:
SECTION 1: CERTAIN DEFINED TERMS
Certain capitalized terms used herein, and not defined herein,
shall have the respective meanings assigned to such terms in the
Administration Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.
SECTION 2: AMENDMENT TO SECTION 2 OF ADMINISTRATION AGREEMENT
The Clause (M) of Section 2.1(a) of the Administration Agreement is
hereby amended and restated in its entirety as follows:
"(M) to prepare and deliver to the Indenture Trustee written
instructions with respect to the investment of funds on deposit in the
Collection Account and any Series Accounts and the liquidation of such
investments as required or permitted, and to prepare and deliver to the
Indenture Trustee such additional instructions as are required to
maintain the Indenture Trustee's security interest in the Permitted
Investments credited to the Collection Account and any Series Accounts
(Section 5.1(c) of the Base Indenture)."
SECTION 3: AMENDMENT TO SECTION 3 OF ADMINISTRATION AGREEMENT
The first sentence of Section 3 of the Administration Agreement is
hereby amended and restated in its entirety as follows:
"The Administrator hereby agrees to pay to the Indenture Trustee the
compensation set forth on the Fee Schedule attached hereto."
SECTION 4: AMENDMENT TO SECTION 6 OF ADMINISTRATION AGREEMENT
The first sentence of Section 6 of the Administration Agreement is
hereby amended and restated in its entirety as follows:
"As compensation for the performance of the Administrator's
obligations under this Agreement on behalf of the Issuer and, as
reimbursement for its expenses related thereto, the Administrator
shall be entitled to receive a fee for each Monthly Period in an
amount equal to 0.01% per annum of the numerator used to determine
the Invested Percentage with respect to each Series of Investor
Notes Outstanding on the last day of the immediately preceding
Monthly Period (calculated for the actual number of days elapsed
during such period over a 360-day year), payable by the Holders of
the Investor Notes of each Series in accordance with the related
Indenture Supplement on each Payment Date."
SECTION 5: SCHEDULE TO ADMINISTRATION AGREEMENT
The Administration Agreement is hereby amended to include the Fee
Schedule attached to this Amendment.
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SECTION 6: CONDITIONS PRECEDENT
This Amendment shall become effective and shall be binding on each
of the parties hereto upon the effectiveness of Supplemental Indenture No. 1,
dated as of October 28, 1999, to the Base Indenture.
SECTION 7: MISCELLANEOUS
Section 7.1 Duplicate Originals.
The parties may sign any number of copies of this Amendment. One
signed copy is enough to prove this Amendment.
Section 7.2 Ratification and Effect.
The Administration Agreement, as amended and supplemented by this
Amendment No. 1, is in all respects ratified and confirmed, shall continue to
be in full force and effect, and shall be read, taken and construed as one
and the same instrument.
Section 7.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
Section 7.4 Headings. The various headings in this Amendment
are for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Amendment.
Section 7.5 Counterparts. This Amendment may be executed in two
or more counterparts, and by different parties on separate counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
Section 7.6 Severability of Provisions. If any one or more of
the covenants, agreement, provisions or terms of this Amendment shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed enforceable to the fullest extent
permitted, and if not so permitted, shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
of this Amendment.
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IN WITNESS WHEREOF, the Issuer and SPV have caused this Amendment
No. 1 to be duly executed by their respective duly authorized officers as of
the day and year first written above.
GREYHOUND FUNDING LLC
By: /s/ Xxxx Xxxx
---------------------------------
Name: Xxxx Xxxx
Title: Manager
RAVEN FUNDING LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Manager
PHH VEHICLE MANAGEMENT SERVICES LLC
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Indenture Trustee
By: /s/ Xxxxxxxx Xxxx
----------------------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
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