AMENDMENT TO DEPOSIT TRUST AGREEMENT
THIS AMENDMENT, dated as of March 16, 2001 (this "Amendment") is made
by DF Special Holdings Corporation, a Delaware corporation, as depositor (in
such capacity, the "Depositor"), and Wilmington Trust Company, a Delaware
banking corporation, as owner trustee (the "Owner Trustee").
WHEREAS, the Depositor and the Owner Trustee have previously entered
into a Deposit Trust Agreement dated as of December 22, 2000 (the "2000-1 Trust
Agreement") relating to the formation of Delta Funding Residual Trust 2000-1;
WHEREAS, Section 10.1 of the 2000-1 Trust Agreement provides that upon
the written request of the Certificateholders and, prior to the termination of
the Indenture, with the prior written consent of the Collateral Agent, the
Deposit Trust Agreement may be amended or supplemented as provided herein;
WHEREAS, the Certificateholder has requested, and the Collateral Agent
has consented to, the amendments to the 2000-1 Trust Agreement set forth herein;
WHEREAS, all acts and things prescribed by law and by the Depositor's
and the Owner Trustee's Certificates of Incorporation and By-laws (each as now
in effect) necessary to make this Amendment a valid instrument legally binding
on the Depositor and the Owner Trustee for the purposes herein expressed, in
accordance with its terms, have been duly done and performed.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Depositor and the Owner Trustee hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the 2000-1 Trust Agreement.
2. AMENDMENTS.
(a) The definition of "Collateral Test" set forth in Article 1 of the
2000-1 Trust Agreement is hereby deleted in its entirety and replaced by the
following:
"'Collateral Test' shall mean compliance by the Company with the
Residual Receivable Maintenance Requirements set forth in Section 4.17
of the Indenture."
(b) The definition of "Release Certification" set forth in Article 1 of
the 2000-1 Trust Agreement is hereby deleted in its entirety and replaced by the
following:
"'Release Certification' shall mean the certification by the Depositor
in connection with the release of amounts in the Cash Collateral
Account pursuant to Section 3.3 in the form attached as Exhibit E
hereto."
(c) The definition of "Released Certificates" set forth in Article 1 of
the 2000-1 Trust Agreement is hereby deleted in its entirety.
(d) The definition of "Underlying Agreements" set forth in Article 1 of
the 2000-1 Trust Agreement is hereby deleted in its entirety and replaced by the
following:
"'Underlying Agreements' shall mean as of any date of determination any
or all of the pooling and servicing agreements and/or trust agreements
pursuant to which the Underlying Certificates were issued."
(e) Paragraph (b) of Section 3.3 of the 2000-1 Trust Agreement is
hereby deleted in its entirety and replaced by the following:
"(b) Upon satisfaction of the conditions to a release from the Cash
Collateral Account as set forth in the Release Certification, and
subject to the provisions of Section 4.2(d), the Depositor may from
time to time deliver to the Owner Trustee, with a copy to the
Collateral Agent, a Release Certification and, upon receipt thereof,
the Owner Trustee shall authorize the Depositor to withdraw the amount
specified therein from the Cash Collateral Account and to pay such
amount to or to the order of the Depositor. Upon such payment, such
amount shall no longer be part of the Trust Estate. Notwithstanding the
generality of the foregoing, no withdrawals of cash or other property
from the Cash Collateral Account by the Depositor shall be permitted
after June 30, 2001."
(f) Section 4.1 of the 2000-1 Trust Agreement is hereby deleted in its
entirety and replaced by the following:
"Section 4.1 DELETED."
(g) Paragraph (a) of Section 4.2 of the 2000-1 Trust Agreement is
hereby deleted in its entirety and replaced by the following:
"(a) On each Underlying Distribution Date on which amounts are
distributed to the Trust, the Owner Trustee shall deposit such amounts
into the Certificate Account. On each Payment Date, the Owner Trustee
(or its Agent other than the Depositor or any Affiliate) shall withdraw
from the Certificate Account all Certificateholder Funds then on
deposit therein, and the Owner Trustee (or its Agent) shall, subject to
Section 4.2(d), either (i) pay such Certificateholder Funds to the
Certificateholders if, as shown on the most recent Compliance
Certification or Release Certification, the Collateral Test was
satisfied or (ii) otherwise transfer such funds to the Cash Collateral
Account. Notwithstanding the generality of the foregoing, no payments
of Certificateholder Funds to the Certificateholders shall be permitted
after June 30, 2001, and thereafter all Certificateholder Funds shall
remain in the Certificate Account."
(h) Exhibit D of the 2000-1 Trust Agreement is hereby deleted in its
entirety and replaced by Exhibit 1 hereto.
(i) Exhibit E of the 2000-1 Trust Agreement is hereby deleted in its
entirety and replaced by Exhibit 2 hereto.
3. 2000-1 TRUST AGREEMENT RATIFIED. Except as expressly amended hereby
, the 2000-1 Trust Agreement is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.
4. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same
instrument.
6. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF DELAWARE SHALL
GOVERN AND BE USED TO CONSTRUE THIS AMENDMENT WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW THEREOF.
IN WITNESS WHEREOF, each of the signatories hereto has caused this
Amendment to be executed and delivered by its officer thereunto duly authorized
as of the date first above written.
DF SPECIAL HOLDINGS CORPORATION,
as depositor
By: /S/ XXXX X. XXXXXX
----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY,
in its individual capacity and as Owner Trustee
By: /S/ XXXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
ACKNOWLEDGMENT OF CONSENT
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Collateral Agent
By: /S/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Trust Officer
EXHIBIT 1
[EXHIBIT D TO TRUST AGREEMENT]
COMPLIANCE CERTIFICATE
DF Special Holdings Corporation, as depositor under the Deposit Trust
Agreement, dated as of __________, 2000 (the "Trust Agreement") relating to
Delta Funding Residual Holding Trust 2000-1 (the "Trust"), hereby certifies,
represents and warrants to [Wilmington Trust Company, as Owner Trustee,] that as
of ________, 200_:
1. The Collateral Test is satisfied.
2. The requirements of Section 4.2 are satisfied.
3. A true copy of this Compliance Certificate has been
delivered to the Collateral Agent.
Capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Trust Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate on the ____ day of __________, 200_.
DF SPECIAL HOLDINGS CORPORATION
By:
-----------------------------
Name:
Title:
EXHIBIT 2
[EXHIBIT E TO TRUST AGREEMENT]
RELEASE CERTIFICATION
DF Special Holdings Corporation, as depositor under the
Deposit Trust Agreement, dated as of ____________, 2000 (the "Trust Agreement")
relating to Delta Funding Residual Holding Trust 2000-1 (the "Trust") hereby
certifies, represents and warrants to [Wilmington Trust Company, as Owner
Trustee,] as follows:
1. The Depositor hereby requests the release of $_______ from
the Cash Collateral Account
2. Upon and after giving effect to the release specified in
Paragraph 1:
(a) The Collateral Test is satisfied.
(b) The requirements of Sections 4.2(d) of the
Trust Agreement are satisfied.
(c) A true copy of this Release Certification
has been delivered to the Collateral Agent.
3. The release requested hereby does not violate the last
sentence of Section 3.3(b) or the last sentence of Section
4.2(a) of the Trust Agreement.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Trust Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this
certification as of ____________________.
DF SPECIAL HOLDINGS CORPORATION
By:
---------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
