Exhibit 4
EXECUTION COPY
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DAIMLERCHRYSLER MASTER OWNER TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
SERIES 2004-B INDENTURE SUPPLEMENT
dated as of August 1, 2004
to
INDENTURE
dated as of June 1, 2002
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definitions.................................................1
Section 1.02. Governing Law...............................................9
Section 1.03. Counterparts................................................9
Section 1.04. Ratification of Indenture...................................9
ARTICLE II
THE SERIES 2004-B NOTES
Section 2.01. Creation and Designation....................................9
Section 2.02. Form of Delivery; Depository; Denominations................10
Section 2.03. Delivery and Payment.......................................10
Section 2.04. ERISA Restrictions.........................................10
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.01. Allocations of Series 2004-B Available Interest Amount.....11
Section 3.02. Amounts to be Treated as Series 2004-B Available Interest
Amount; Other Deposits to the Interest Funding Account.....11
Section 3.03. Allocations of Reductions from Investor Charge-Offs to
the Overcollateralization Amount and the Nominal
Liquidation Amount of the Series 2004-B Notes..............12
Section 3.04. Allocations of Reimbursements of Nominal Liquidation
Amount Deficit and Overcollateralization Amount Deficit....12
Section 3.05. Application of Series 2004-B Available Principal Amount....13
Section 3.06. Computation of Reductions to the Nominal Liquidation
Amount of the Series 2004-B Notes and the
Overcollateralization Amount from Reallocations of
Series 2004-B Available Principal Amounts..................14
Section 3.07. Targeted Deposits of Series 2004-B Available Principal
Amounts to the Principal Funding Account...................14
Section 3.08. Amounts to be Treated as Series 2004-B Available
Principal Amounts; Other Deposits to Principal Funding
Account....................................................15
Section 3.09. Withdrawals from Interest Funding Account..................15
Section 3.10. Withdrawals from Principal Funding Account.................15
Section 3.11. Limit on Repayment of the Series 2004-B Notes..............16
Section 3.12. Calculation of Nominal Liquidation Amount of Series
2004-B Notes and Overcollateralization Amount..............16
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Section 3.13. Netting of Deposits and Payments...........................18
Section 3.14. Payments to Noteholders....................................18
Section 3.15. Exercise of Put Feature; Sale of Receivables for
Accelerated Notes..........................................18
Section 3.16. Calculation Agent; Determination of LIBOR..................20
Section 3.17. Excess Available Interest Amounts Sharing..................21
Section 3.18. Excess Available Principal Amounts Sharing.................21
Section 3.19. Computation of Interest....................................21
Section 3.20. Variable Accumulation Period...............................22
Section 3.21. Payments to the Issuer.....................................22
Section 3.22. Payment Instructions and Monthly Noteholders' Report.......22
ARTICLE IV
EARLY REDEMPTION OF NOTES
Section 4.01. Early Redemption Events....................................23
ARTICLE V
ACCOUNTS AND INVESTMENTS
Section 5.01. Accounts...................................................25
ARTICLE VI
CERTAIN SERVICING MATTERS
Section 6.01. Monthly Net Deposits of Collections by DCS.................26
Section 6.02. Annual Servicer's Certificate..............................26
Section 6.03. Annual Independent Public Accountants' Servicing Report....26
EXHIBITS
EXHIBIT A FORM OF SERIES 2004-B NOTE
EXHIBIT B FORM OF SERIES 2004-B SCHEDULE TO PAYMENT
INSTRUCTIONS
EXHIBIT C FORM OF SERIES 2004-B SCHEDULE TO MONTHLY
NOTEHOLDERS' STATEMENT
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This SERIES 2004-B INDENTURE SUPPLEMENT (this "Indenture
Supplement"), by and between DAIMLERCHRYSLER MASTER OWNER TRUST, a statutory
trust created under the laws of the State of Delaware (the "Issuer"), having
its principal office at c/o Chase Manhattan Bank USA, National Association,
000 Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000, and THE BANK OF NEW YORK,
a New York banking corporation (the "Indenture Trustee"), is made and entered
into as of August 1, 2004.
Pursuant to this Indenture Supplement, the Issuer shall
create a new series of Notes and shall specify the principal terms thereof.
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01. Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article I have the meanings
assigned to them in this Article I, and include the plural as well as
the singular;
(2) all other terms used herein which are defined in the
Indenture, either directly or by reference therein, have the meanings
assigned to them in the Indenture and, if not defined in the
Indenture, have the meanings assigned to them in the Pooling and
Servicing Agreement or the Series 2002-CC Supplement, as applicable;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder means such
accounting principles as are generally accepted in the United States
of America at the date of such computation;
(4) all references in this Indenture Supplement to designated
"Articles," "Sections" and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture
Supplement as originally executed. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Indenture
Supplement as a whole and not to any particular Article, Section or
other subdivision;
(5) in the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision
contained in the Indenture, the terms and provisions of this
Indenture Supplement shall be controlling;
(6) except as expressly provided herein, each capitalized term
defined herein shall relate only to the Series 2004-B Notes and no
other Series of Notes issued by the Issuer; and
(7) "including" and words of similar import will be deemed to
be followed by "without limitation."
"Accumulation Period" means, with respect to the Series
2004-B Notes, the period from and including the Accumulation Period
Commencement Date to but excluding the earlier of (i) the Series 2004-B
Termination Date and (ii) the day on which an Early Redemption Period
commences.
"Accumulation Period Commencement Date" means March 1, 2007
or, if the Issuer, acting directly or through the Administrator, makes an
election pursuant to Section 3.20, the later date selected by the Issuer
pursuant to Section 3.20.
"Accumulation Period Length" means the number of full
Collection Periods between the Accumulation Period Commencement Date and the
Series 2004-B Expected Principal Payment Date.
"Adjusted Outstanding Dollar Amount" means, with respect to
the Series 2004-B Notes, the Outstanding Dollar Principal Amount of the Series
2004-B less (i) any funds (other than investment earnings) in the Principal
Funding Account and (ii) any amount (exclusive of investment earnings) in the
Excess Funding Account that is allocable to Series 2004-B.
"Aggregate Series Available Interest Amount Shortfall" means
the sum of the "Series Available Interest Amount Shortfalls" for all series of
Notes (as such term is defined in each of the related Indenture Supplements).
"Aggregate Series Available Principal Amount Shortfall" means
the sum of the "Series Available Principal Amount Shortfalls" for all series of
Notes (as such term is defined in the related Indenture Supplements).
"applicable investment category" means "Aaa" or "P-1" in the
case of Xxxxx'x and "AAA" or "A-1+" in the case of Standard & Poor's.
"Calculation Agent" is defined in Section 3.16.
"Controlled Accumulation Amount" means $200,000,000; provided,
however, that if the Accumulation Period Length with respect to the Series
2004-B Notes is determined to be less than five months pursuant to Section 3.20,
the Controlled Accumulation Amount for any Payment Date will be equal to (i) the
Initial Dollar Principal Amount of the Series 2004-B Notes divided by (ii) the
Accumulation Period Length.
"Controlled Deposit Amount" means, with respect to any Payment
Date, the excess of (i) the Controlled Accumulation Amount over (ii) any funds
in the Excess Funding Account that are allocable to Series 2004-B and will be
deposited into the Principal Funding Account on such Payment Date.
"DaimlerChrysler" means DaimlerChrysler Corporation, a
Delaware corporation, and its successors.
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"DCS" means DaimlerChrysler Services North America LLC, a
Michigan limited liability company, and its successors and permitted assigns.
"Early Redemption Event" means, with respect to the Series
2004-B Notes, the occurrence of any of the events specified in Section 1201 of
the Indenture and Section 4.01 of this Indenture Supplement.
"Early Redemption Period" means, with respect to the Series
2004-B Notes, the period from and including the date on which an Early
Redemption Event occurs to but excluding the earlier of (i) the Series 2004-B
Termination Date and (ii) if such Early Redemption Period has commenced before
the scheduled termination of the Revolving Period, the day on which the
Revolving Period recommences pursuant to Section 4.01.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Event of Default" is defined in Section 701 of the Indenture.
"Incremental Overcollateralization Amount" means, at the time
of determination, the product obtained by multiplying
(i) a fraction, the numerator of which is the Series 2004-B
Nominal Liquidation Amount (calculated without including the
Incremental Overcollateralization Amount), and the denominator of which
is the Pool Balance on the last day of the preceding Collection Period
by (ii) the excess, if any, of
(a) the sum of the Overconcentration Amount and
the aggregate amount of Ineligible
Receivables on that date
over (b) the aggregate amount of Ineligible
Receivables and Receivables in Accounts
containing Dealer Overconcentrations, in
each case that became Defaulted Receivables
during the preceding Collection Period and
are not subject to reassignment from the
CARCO Trust, unless any insolvency event
relating to DCWR or the Servicer as
described in Section 9.01(b), (c), (d) or
(e) of the Pooling and Servicing Agreement
has occurred.
"Indenture" means the Indenture, dated as of June 1, 2002,
between the Issuer and The Bank of New York, as Indenture Trustee, as amended,
restated and supplemented from time to time.
"Initial Dollar Principal Amount" means, with respect to the
Series 2004-B Notes, $1,000,000,000.
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"Initial Primary Overcollateralization Amount" means
$98,901,099, which is the product of (i) the Overcollateralization Percentage
and (ii) the initial Nominal Liquidation Amount of the Series 2004-B Notes.
"Interest Funding Account" means the trust account designated
as such and established pursuant to Section 5.01(a).
"Interest Payment Date" means the 15th day of each calendar
month, or if such 15th day is not a Business Day, the next succeeding Business
Day. The initial Interest Payment Date is September 15, 2004.
"Interest Period" means, with respect to any Interest Payment
Date, the period from and including the previous Interest Payment Date (or in
the case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such current Interest Payment Date.
"Investor Charge-Off" means, with respect to any Payment Date,
the aggregate amount, if any, by which the Series 2004-B Investor Default
Amount, if any, for the preceding Monthly Period exceeds the Series 2004-B
Available Interest Amount for such Payment Date available after giving effect to
clauses (a), (b) and (c) of Section 3.01.
"Investor Default Amount" is defined in the Series 2002-CC
Supplement.
"Issuance Date" means August 31, 2004.
"Legal Maturity Date" means the Payment Date in August 2009.
"LIBOR" means, with respect to any Interest Period, the London
interbank offered rate determined in accordance with Section 3.16.
"LIBOR Determination Date" means, with respect to any Interest
Period, the second London Business Day prior to the commencement of such
Interest Period.
"London Business Day" means a day that is both a Business Day
and a day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.
"Monthly Period" is defined in the Indenture; provided,
however, that, with respect to this Indenture Supplement, the first Monthly
Period is the period beginning on the close of business on the Series 2004-B
Cut-Off Date and ending on and including August 31, 2004. The Monthly Period is
the same as the Collection Period.
"Nominal Liquidation Amount of the Series 2004-B Notes" means,
with respect to the Series 2004-B Notes, the amount calculated pursuant to
Section 3.12(a).
"Nominal Liquidation Amount Deficit" means, with respect to
the Series 2004-B Notes, the excess of (i) the Adjusted Outstanding Dollar
Principal Amount of the Series 2004-B Notes over (ii) the Nominal Liquidation
Amount of the Series 2004-B Notes.
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"Note Rating Agency" means, with respect to the Series 2004-B
Notes, each of Xxxxx'x, Standard & Poor's and Fitch.
"Overcollateralization Amount" means, with respect to the
Series 2004-B Notes, the amount calculated pursuant to Section 3.12(b). The
initial Overcollateralization Amount is $98,901,099.
"Overcollateralization Amount Deficit" means, with respect to
the Series 2004-B Notes, the excess of (i) the aggregate of the reallocations
and reductions made pursuant to Sections 3.12(b)(ii)(C) and (D) over (ii) the
aggregate amount of all reimbursements made pursuant to Section 3.12(b)(ii)(B).
"Overcollateralization Percentage" means 9.89% (which, for the
avoidance of doubt, is the percentage equivalent of a fraction, the numerator of
which is 0.09 and the denominator of which is the excess of 1.00 over 0.09);
provided that the Overcollateralization Percentage shall be 11.11% (which, for
the avoidance of doubt, is the percentage equivalent of a fraction, the
numerator of which is 0.1 and the denominator of which is the excess of 1.0 over
0.1) so long as the rating of the long-term unsecured debt of DaimlerChrysler AG
is less than "BBB-" by Standard & Poor's.
"Paying Agent" means, initially, the Indenture Trustee.
"Payment Date" means, with respect to the Series 2004-B
Notes, the Principal Payment Date or any Interest Payment Date.
"PFA Earnings" means, with respect to each Payment Date, the
investment earnings on funds in the Principal Funding Account (net of investment
expenses and losses) for the period from and including the immediately preceding
Payment Date to but excluding such Payment Date.
"PFA Earnings Shortfall" means, with respect to any Payment
Date, the excess, if any, of (i) the PFA Earnings Target for such Payment Date
over (ii) the PFA Earnings for such Payment Date.
"PFA Earnings Target" means, with respect to any Payment Date,
with respect to any amount on deposit in the Principal Funding Account, the
Dollar amount of interest that would have accrued on such amount for the period
from and including the preceding Payment Date to but excluding such Payment Date
if such amount had borne interest at the related Series 2004-B Note Interest
Rate.
"Plan" means an employee benefit plan, as defined in Section
3(3) of ERISA, that is subject to ERISA or a plan, as defined in Section
4975(e)(1) of the Code.
"Pooling and Servicing Agreement" means the Amended and
Restated Pooling and Servicing Agreement, dated as of December 5, 2001, as
amended by the First Amendment thereto, dated as of November 14, 2003, among
DCWR, as Seller, DCS, as Servicer, and The Bank of New York, as CARCO Trust
Trustee, as the same may be amended, restated and supplemented from time to
time.
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"Primary Overcollateralization Amount" means, with respect to
the Series 2004-B Notes, the amount calculated pursuant to Sections
3.12(b)(ii)(A) through (D), except that the initial Primary
Overcollateralization Amount is $98,901,099, which is the product of (i) the
Overcollateralization Percentage and (ii) the Nominal Liquidation Amount of the
Series 2004-B Notes at the Issuance Date.
"Principal Funding Account" means the trust account designated
as such and established pursuant to Section 5.01(a).
"Principal Payment Date" means, with respect to the Series
2004-B Notes, the Series 2004-B Expected Principal Payment Date or, upon the
acceleration of the Series 2004-B Notes following an Event of Default or the
occurrence of an Early Redemption Event, each Interest Payment Date occurring
after such acceleration or Early Redemption Event.
"Put Feature" means, with respect to the Series 2004-B Notes,
the right of the Holders to put the Series 2004-B Notes to the Issuer upon
satisfaction of the conditions set forth in Section 3.15(a) and receive the
amounts specified in Section 3.15(a).
"Receivables Purchase Agreement" means the Amended and
Restated Receivables Purchase Agreement, dated as of November 14, 2003, between
DCS, as seller, and DCWR, as buyer, as amended, restated and supplemented from
time to time.
"Receivables Sales Proceeds" means, with respect to the Series
2004-B Notes, the proceeds of the sale of Receivables with respect to such
series of Notes pursuant to Section 3.15. Receivables Sales Proceeds do not
constitute Available Principal Amounts.
"Receivables Sales Proceeds Deposit Amount" means, with
respect to the Series 2004-B Notes in respect of which the Issuer has received
Receivables Sales Proceeds, the amount of Receivables Sales Proceeds on deposit
in the Principal Funding Account.
"Record Date" means, with respect to any Payment Date, (i) if
the Series 2004-B Notes are Global Notes, the day immediately preceding such
Payment Date and (ii) if the Series 2004-B Notes are definitive Notes, the last
day of the calendar month ending before such Payment Date.
"Reference Banks" means four major banks engaged in
transactions in the London interbank market selected by the Calculation Agent
for the purpose of determining LIBOR.
"Required Primary Overcollateralization Amount" means, with
respect to any Payment Date, the product of (i) the Overcollateralization
Percentage and (ii) the Nominal Liquidation Amount of the Series 2004-B Notes
calculated after giving effect to allocations, deposits and payments to be made
on such Payment Date but without giving effect to the reductions in Sections
3.12(a)(ii)(C) and (D) and the reimbursements in Section 3.12(a)(ii)(B).
"Revolving Period" means, with respect to the Series 2004-B
Notes, the period from the close of business on the Series 2004-B Cut-Off Date
to but excluding the earlier of (i) the Accumulation Period Commencement Date
and (ii) the day on which an Early
6
Redemption Period commences. The Revolving Period, however, may recommence
upon the termination of an Early Redemption Period pursuant to Section 4.01.
"Series 2004-B Account" is defined in Section 5.01(a).
"Series 2004-B Available Amount" means, with respect to any
Payment Date, the sum of the Series 2004-B Available Interest Amount and the
Series 2004-B Available Principal Amount for such Payment Date.
"Series 2004-B Available Interest Amount" means, with respect
to any Payment Date, the sum of (a) the Available Interest Amount allocated to
Series 2004-B pursuant to Section 501 of the Indenture and (b) any amounts to be
treated as part of the Series 2004-B Available Interest Amount pursuant to
Section 3.02(a).
"Series 2004-B Available Interest Amount Shortfall" means,
with respect to any Payment Date, the excess, if any, of (i) the aggregate
amount required to be applied pursuant to Sections 3.01(a) through (e) for such
Payment Date over (ii) the Series 2004-B Available Interest Amount (excluding
amounts to be treated as part of the Series 2004-B Available Interest Amount
pursuant to Section 3.17(a) for such Payment Date); provided, however, that the
Issuer, when authorized by an Officer's Certificate, may amend or otherwise
modify this definition of Series 2004-B Available Interest Amount Shortfall if
the Note Rating Agencies confirm in writing that the amendment or modification
will not cause a Ratings Effect.
"Series 2004-B Available Principal Amount" means, with respect
to any Payment Date, the sum of (a) the Available Principal Amount allocated to
Series 2004-B pursuant to Section 502 of the Indenture and (b) any amounts to be
treated as part of the Series 2004-B Available Principal Amount pursuant to
Section 3.01(d) or 3.01(e).
"Series 2004-B Available Principal Amount Shortfall" means,
with respect to any Payment Date, the excess, if any, of (i) the aggregate
amount required to be applied pursuant to Section 3.07 over (ii) the Series
2004-B Available Principal Amount (excluding amounts to be treated as part of
the Series 2004-B Available Principal Amount pursuant to Section 3.18(a) for
such Payment Date); provided, however, that the Issuer, when authorized by an
Officer's Certificate, may amend or otherwise modify this definition of Series
2004-B Available Principal Amount Shortfall if the Note Rating Agencies confirm
in writing that the amendment or modification will not cause a Ratings Effect.
"Series 2004-B Cut-Off Date" means July 31, 2004.
"Series 2004-B Expected Principal Payment Date" means the
Payment Date in August 2007.
"Series 2004-B Floating Allocation Percentage" means, with
respect to any Payment Date, the percentage equivalent, which shall never exceed
100%, of a fraction, the numerator of which is the Series 2004-B Nominal
Liquidation Amount as of the last day of the immediately preceding Collection
Period and the denominator of which is the sum of the series nominal liquidation
amounts for all series of Notes (including Series 2004-B) on that day.
7
"Series 2004-B Investor Default Amount" means, with respect to
any Payment Date, the product of the Investor Default Amount with respect to
such Payment Date and the Series 2004-B Floating Allocation Percentage for such
Payment Date.
"Series 2004-B Monthly Interest" is defined in Section
3.01(b).
"Series 2004-B Nominal Liquidation Amount" means, at the time
of determination, the amount equal to the sum of (i) the Nominal Liquidation
Amount of the Series 2004-B Notes at such time and (ii) the
Overcollateralization Amount at such time. The initial Series 2004-B Nominal
Liquidation Amount is $1,098,901,099.
"Series 2004-B Note Interest Rate" means, with respect to an
Interest Period, a rate per annum equal to LIBOR, as determined by the
Calculation Agent on the related LIBOR Determination Date with respect to such
Interest Period, plus 0.01%.
"Series 2004-B Noteholder" means a Person in whose name a
Series 2004-B Note is registered in the Note Register.
"Series 2004-B Note" means any of the Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially
in the form of Exhibit A hereto.
"Series 2004-B Principal Allocation Percentage" means, with
respect to any Payment Date, the percentage equivalent, which shall never exceed
100%, of a fraction the numerator of which is the Series 2004-B Nominal
Liquidation Amount as of the last day of the immediately preceding Collection
Period or, if the Accumulation Period or Early Redemption Period has commenced,
as of the last day of the Collection Period immediately preceding the
commencement of the Early Redemption Period or Accumulation Period, and the
denominator of which is the sum of the series nominal liquidation amounts for
each series of Notes (including Series 2004-B) as of the last day of the
immediately preceding Collection Period, provided, however, that for any series
of Notes that is amortizing or accumulating principal, the series nominal
liquidation amount of that series will be the series nominal liquidation amount
as of the last day of the Collection Period prior to the commencement of such
amortization or accumulation.
"Series 2004-B Servicing Fee" means, with respect to any
Payment Date, the pro rata portion of the Certificateholders Monthly Servicing
Fee allocable to the Series 2004-B Notes based on the Series 2004-B Floating
Allocation Percentage for such Payment Date.
"Series 2004-B Termination Date" means the earliest to occur
of (i) the Principal Payment Date on which the Outstanding Dollar Principal
Amount of the Series 2004-B Notes is reduced to zero, (ii) the Legal Maturity
Date and (iii) the date on which the Indenture is discharged and satisfied
pursuant to Article VI thereof.
"Series 2002-CC Supplement" means the Series 2002-CC
Supplement to the Pooling and Servicing Agreement, dated as of June 1, 2002,
among DCWR, as Seller, DCS, as Servicer, and The Bank of New York, as CARCO
Trust Trustee, as amended, restated and supplemented from time to time.
8
"Shared Excess Available Interest Amount" means, with respect
to any Payment Date with respect to any series of Notes, either (i) the Series
2004-B Available Interest Amount for such Payment Date available after
application in accordance with Sections 3.01(a) through (e) or (ii) the amounts
allocated to the Notes of other series that the applicable Indenture Supplements
for such series specify are to be treated as "Shared Excess Available Interest
Amount."
"Shared Excess Available Principal Amount" means, with respect
to any Payment Date and any series of Notes, either (i) the Series 2004-B
Available Principal Amount for such Payment Date applied as Shared Excess
Available Principal Amount in accordance with Section 3.05 or (ii) the amounts
allocated to the Notes of other series that the Indenture Supplements for such
series specify are to be treated as "Shared Excess Available Principal Amount."
"Stated Principal Amount" means, with respect to the Series
2004-B Notes, $1,000,000,000.
"Telerate Page 3750" means the display page so designated as
reported by Bloomberg Financial Markets Commodities News (or such other page as
may replace that page on that service, or any other service that may be
nominated as the information vendor, for the purpose of displaying London
interbank offered rates of major banks for Dollar deposits).
SECTION 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 1.03. Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed will be
deemed to be an original, but all such counterparts will together constitute
but one and the same instrument.
SECTION 1.04. Ratification of Indenture. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.
ARTICLE II
THE SERIES 2004-B NOTES
SECTION 2.01. Creation and Designation.
(a) There is hereby created a series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as
"DaimlerChrysler Master Owner Trust
9
Floating Rate Auto Dealer Loan Asset Backed Notes, Series 2004-B" or the
"Series 2004-B Notes." The Series 2004-B Notes will be issued in one class.
(b) The Series 2004-B Notes shall not be subordinated to any
other series of Notes.
SECTION 2.02. Form of Delivery; Depository; Denominations.
(a) The Series 2004-B Notes, upon original issuance, shall
be delivered in the form of Global Notes and Registered Notes as provided in
Sections 202 and 301(g) of the Indenture, respectively.
(b) The Depository for the Series 2004-B Notes shall be The
Depository Trust Company, and the Series 2004-B Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Series 2004-B Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
SECTION 2.03. Delivery and Payment. The Issuer shall execute
and deliver the Series 2004-B Notes to the Indenture Trustee for
authentication, and the Indenture Trustee shall deliver the Series 2004-B
Notes when authenticated, each in accordance with Section 303 of the
Indenture. All proceeds from the issuance and sale of the Series 2004-B Notes
shall be paid to DCWR and treated as a distribution pursuant to the Trust
Agreement on the uncertificated beneficial interest in the Issuer held by
DCWR, as Beneficiary.
SECTION 2.04. ERISA Restrictions. By accepting an interest
in a Series 2004-B Note, each owner or holder of such interest shall
acknowledge and agree that the Series 2004-B Notes may not be purchased with
the assets of a Plan if DCWR, an underwriter for the Series 2004-B Notes, the
Indenture Trustee, the Owner Trustee or any of their Affiliates (i) has
investment or administrative discretion with respect to the assets of such
Plan, (ii) has authority or responsibility to give, or regularly gives,
investment advice with respect to those Plan assets for a fee and pursuant to
an understanding or agreement that such advice will serve as a primary basis
for investment decisions with respect to those Plan assets and will be based
on the particular investment needs for such Plan or (iii) is an employer
maintaining or contributing to such Plan.
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ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
SECTION 3.01. Allocations of Series 2004-B Available
Interest Amount. On each Payment Date, the Indenture Trustee will apply the
Series 2004-B Available Interest Amount as follows:
(a) first, if neither DCS nor any of its Affiliates is the
Servicer, to pay the Series 2004-B Servicing Fee, plus any previously due and
unpaid Series 2004-B Servicing Fee (to the extent it has not been waived by
the Servicer for such Payment Date) to the Servicer;
(b) second, to deposit to the Interest Funding Account an
amount equal to (i) the product of (A) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator
of which is 360, times (B) the Series 2004-B Note Interest Rate applicable to
the related Interest Period, times (C) the Outstanding Dollar Principal Amount
of the Series 2004-B Notes determined as of the Record Date preceding the
related Payment Date (the "Series 2004-B Monthly Interest"), plus (ii) an
amount equal to the excess, if any, of the aggregate amount accrued pursuant
to this Section 3.01(b) as of prior Interest Periods over the aggregate amount
of interest paid to the Series 2004-B Noteholders pursuant to this Section
3.01(b) in respect of such prior Interest Periods, together with interest at
the Series 2004-B Note Interest Rate on such delinquent amount, to the extent
permitted by applicable law;
(c) third, if DCS or any of its Affiliates is the Servicer,
to pay the Series 2004-B Servicing Fee plus any previously due and unpaid
Series 2004-B Servicing Fee (to the extent it has not been waived by the
Servicer for such Payment Date) to the Servicer;
(d) fourth, to be treated as part of the Series 2004-B
Available Principal Amount for application in accordance with Section 3.05 in
an amount equal to the Series 2004-B Investor Default Amount, if any, for the
preceding Monthly Period;
(e) fifth, to be treated as part of the Series 2004-B
Available Principal Amount for application in accordance with Section 3.05 in
an amount equal to the sum of (x) the Nominal Liquidation Amount Deficit, if
any, and (y) the Overcollateralization Amount Deficit, if any;
(f) sixth, to pay to the Servicer any previously due and
unpaid Series 2004-B Servicing Fee that had been waived by the Servicer in its
sole discretion, with the remaining Series 2004-B Available Interest Amount to
be treated as Shared Excess Available Interest Amount for application in
accordance with Section 3.17; and
(g) seventh, to the Issuer.
SECTION 3.02. Amounts to be Treated as Series 2004-B
Available Interest Amount; Other Deposits to the Interest Funding Account. The
following deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series 2004-B Available
Interest Amount. In addition to the Available Interest Amount allocated to
Series 2004-B pursuant to Section 501 of
11
the Indenture, the following amounts shall be treated as part of the Series
2004-B Available Interest Amount for application in accordance with this
Article III:
(i) PFA Earnings Shortfall. The PFA Earnings Shortfall, to
the extent funded pursuant to Section 4.01(c) of the Series 2002-CC
Supplement, will be treated as part of the Series 2004-B Available
Interest Amount for the related Payment Date.
(ii) Account Earnings. Any PFA Earnings for any Payment Date
will be treated as part of the Series 2004-B Available Interest
Amount for such Payment Date.
(iii) Shared Excess Available Interest Amounts. Any Shared
Excess Available Interest Amounts allocable to Series 2004-B
will be treated as part of the Series 2004-B Available Interest
Amount pursuant to Section 3.17(a).
(b) Receivables Sales Proceeds. Receivables Sales Proceeds
received by the Issuer pursuant to Section 3.15(c)(ii) for the Series 2004-B
Notes will be deposited into the Interest Funding Account on the date of
receipt by the Issuer.
SECTION 3.03. Allocations of Reductions from Investor
Charge-Offs to the Overcollateralization Amount and the Nominal Liquidation
Amount of the Series 2004-B Notes. On each Payment Date when there is an
Investor Charge-Off with respect to the related Monthly Period, such Investor
Charge-Off will be allocated on that date to the Overcollateralization Amount
and the Nominal Liquidation Amount of the Series 2004-B Notes as set forth in
this Section 3.03.
(a) First, the amount of such Investor Charge-Off will be
allocated to the Overcollateralization Amount in an amount equal to lesser of
(i) such Investor Charge-Off and (ii) the Overcollateralization Amount
(computed prior to giving effect to such Investor Charge-Off and any
reallocation of Series 2004-B Available Principal Amount on such date). In
such case, the Overcollateralization Amount will be reduced by an amount equal
to the portion of such Investor Charge-Off that is allocated to the
Overcollateralization Amount pursuant to this clause (a); provided, however,
that no such allocation will reduce the Overcollateralization Amount below
zero.
(b) Second, the amount of such Investor Charge-Off remaining
after giving effect to clause (a) above will be allocated to the Series 2004-B
Notes in an amount equal to the lesser of (i) the excess, if any, of the
Investor Charge-Off for such Monthly Period over the amount of the reduction
of the Overcollateralization Amount pursuant to clause (a) above and (ii) the
Nominal Liquidation Amount of the Series 2004-B Notes (computed prior to
giving effect to such Investor Charge-Off and any reallocations of Series
2004-B Available Principal Amounts on such date). In such case, the Nominal
Liquidation Amount of the Series 2004-B Notes will be reduced by an amount
equal to the portion of such Investor Charge-Off that is allocated to the
Series 2004-B Notes pursuant to this clause (b); provided, however, that no
such allocation will reduce the Nominal Liquidation Amount of the Series
2004-B Notes below zero.
SECTION 3.04. Allocations of Reimbursements of Nominal
Liquidation Amount Deficit and Overcollateralization Amount Deficit. If, as of
any Payment Date, there is any Series 2004-B Available Interest Amount
available pursuant to Section 3.01(e) to reimburse
12
any Nominal Liquidation Amount Deficit or Overcollateralization Amount Deficit
as of such Payment Date, such funds will be allocated as follows:
(a) first, to the Nominal Liquidation Amount of the Series
2004-B Notes, but in no event will the Nominal Liquidation Amount of the
Series 2004-B Notes be increased above the Adjusted Outstanding Dollar
Principal Amount of the Series 2004-B Notes; and
(b) second, to the Overcollateralization Amount, but in no
event will the Overcollateralization Amount be increased above the
Overcollateralization Amount calculated as if there had been no reduction of
the Overcollateralization Amount pursuant to Section 3.03 or 3.06.
SECTION 3.05. Application of Series 2004-B Available
Principal Amount. On each Payment Date, the Indenture Trustee will apply the
Series 2004-B Available Principal Amount as follows:
(a) first, if, after giving effect to deposits to be made
with respect to such Payment Date pursuant to Section 3.01(b), the Series
2004-B Notes have not received the full amount targeted to be deposited
pursuant to Section 3.01(b) with respect to that Payment Date, then the Series
2004-B Available Principal Amount will be allocated to the Interest Funding
Account in an amount equal to the lesser of the following amounts:
(i) the amount of the deficiency in such targeted amount
to be deposited into the Interest Funding Account; and
(ii) the Series 2004-B Nominal Liquidation Amount
(determined after giving effect to the application of the
Investor Charge-Off pursuant to Section 3.03);
(b) second, if Series 2004-B is in its Accumulation Period
or an Early Redemption Period, (i) any remaining Series 2004-B Available
Principal Amount (after giving effect to clause (a)) will be applied to make
the targeted deposit to the Principal Funding Account pursuant to Section 3.07
and (ii) any remaining Series 2004-B Available Principal Amount (after giving
effect to clause (i)) will be treated as Shared Excess Available Principal
Amount for application in accordance with Section 3.18;
(c) third, if Series 2004-B is not in its Accumulation
Period or an Early Redemption Period, any remaining Series 2004-B Available
Principal Amount (after giving effect to clauses (a) and (b) above) will be
treated as Shared Excess Available Principal Amount for application in
accordance with Section 3.18; and
(d) fourth, if the Outstanding Dollar Principal Amount of
the Series 2004-B has been reduced to zero on or before such Payment Date, the
remaining Series 2004-B Available Principal Amount (after giving effect to
clauses (a), (b) and (c)) shall be paid to the Issuer.
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SECTION 3.06. Computation of Reductions to the Nominal
Liquidation Amount of the Series 2004-B Notes and the Overcollateralization
Amount from Reallocations of Series 2004-B Available Principal Amounts.
(a) Each reallocation of a portion of the Series 2004-B
Available Principal Amount that is deposited to the Interest Funding Account
pursuant to Section 3.05(a) will reduce the Overcollateralization Amount;
provided, however, that such reduction shall not exceed the
Overcollateralization Amount (after giving effect to any reductions pursuant
to Section 3.03 for Investor Charge-Offs).
(b) Each reallocation of a portion of the Series 2004-B
Available Principal Amount that is deposited to the Interest Funding Account
pursuant to Section 3.05(a) in excess of the amounts applied pursuant to
clause (a) above that reduce the Overcollateralization Amount to zero will
reduce the Nominal Liquidation Amount of the Series 2004-B Notes; provided,
however, that the amount of such reduction shall not exceed the Nominal
Liquidation Amount of the Series 2004-B Notes (after giving effect to any
reductions pursuant to Section 3.03 for Investor Charge-Offs).
SECTION 3.07. Targeted Deposits of Series 2004-B Available
Principal Amounts to the Principal Funding Account. The Series 2004-B
Available Principal Amount that is targeted to be deposited into the Principal
Funding Account with respect to any Payment Date will be (i) the amount
determined pursuant to clause (a) or (b) below for such Payment Date, as
applicable, or if more than one such clause is applicable, the highest amount
determined pursuant to any one of such clauses, and (ii) any targeted deposit
pursuant to clause (i) for any prior Payment Date to the extent not previously
deposited, but in no case more than the Nominal Liquidation Amount of the
Series 2004-B Notes (computed immediately before giving effect to such deposit
but after giving effect to any reductions thereof due to any Investor
Charge-Offs and any reallocations of the Series 2004-B Available Principal
Amount on such date).
(a) Budgeted Deposits. Subject to Section 3.07(b), with
respect to each Principal Payment Date, beginning with the Accumulation
Commencement Date, the targeted deposit to be made into the Principal Funding
Account will be the Controlled Deposit Amount for the related Payment Date.
(b) Event of Default, Early Redemption Event, Other Optional
or Mandatory Redemption. If the Series 2004-B Notes have been accelerated
during a Monthly Period after the occurrence of an Event of Default, or if an
Early Redemption Event with respect to the Series 2004-B Notes occurs during a
Monthly Period, or with respect to the Monthly Period immediately preceding
any other date fixed for any other optional or mandatory redemption of the
Series 2004-B Notes, the targeted deposit for the Series 2004-B Notes with
respect to the Payment Date following such Monthly Period and each following
Payment Date is equal to the Nominal Liquidation Amount of the Series 2004-B
Notes as of the close of business on the last day of the preceding Monthly
Period (taking into effect any reallocations on the following Payment Date).
14
SECTION 3.08. Amounts to be Treated as Series 2004-B
Available Principal Amounts; Other Deposits to Principal Funding Account. The
following deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series 2004-B Available
Principal Amount. In addition to the Available Principal Amount allocated to
the Series 2004-B pursuant to Section 502 of the Indenture, any portion of the
Series 2004-B Available Interest Amount that is allocated pursuant to Section
3.01(d) or 3.01(e) shall be treated as part of the Series 2004-B Available
Principal Amount for application in accordance with Section 3.05.
(b) Receivables Sale Proceeds. Receivables Sales Proceeds
applied pursuant to Section 3.15(c)(i) for the Series 2004-B Notes will be
deposited into the Principal Funding Account on the date of receipt by the
Indenture Trustee.
(c) Withdrawals from Excess Funding Account. Any withdrawal
from the Excess Funding Account pursuant to Section 4.05(a) of the Series
2002-CC Supplement that is allocable to Series 2004-B will be deposited into
the Principal Funding Account on the date of receipt by the Indenture Trustee.
SECTION 3.09. Withdrawals from Interest Funding Account.
Withdrawals made pursuant to this Section 3.09 with respect to the Series
2004-B Notes will be made from the Interest Funding Account only after all
allocations and reallocations have been made pursuant to Sections 3.02 and
3.05. Such withdrawals will be limited to the amount then on deposit in the
Interest Funding Account.
(a) Withdrawals for Series 2004-B Notes. On each Interest
Payment Date, any amount on deposit in the Interest Funding Account for the
Series 2004-B Notes shall be paid to the Paying Agent.
(b) Payment to the Issuer. After payment in full of the
Series 2004-B Notes, any amount remaining on deposit in the Interest Funding
Account will be paid to the Issuer.
If the aggregate amount available for withdrawal from the
Interest Funding Account is less than all withdrawals required to be made from
the Interest Funding Account, then the aggregate amount on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata based on
the respective amounts of the withdrawals required to be made.
SECTION 3.10. Withdrawals from Principal Funding Account.
Withdrawals made pursuant to this Section 3.10 with respect to the Series
2004-B Notes will be made from the Principal Funding Account only after all
allocations and reallocations have been made pursuant to Sections 3.05, 3.07
and 3.08. In no event will the amount of the withdrawal be more than the
amount then on deposit in the Principal Funding Account.
(a) Withdrawals for the Series 2004-B Notes. On each
Principal Payment Date, any amount on deposit in the Principal Funding Account
shall be paid to the Paying Agent.
(b) Payment to the Issuer. Upon payment in full of the
Series 2004-B Notes, any remaining amount on deposit in the Principal Funding
Account will be paid to the Issuer.
15
If the aggregate amount available for withdrawal from the
Principal Funding Account is less than all withdrawals required to be made from
that Principal Funding Account, then the amounts on deposit will be withdrawn
and, if payable to more than one Person, applied pro rata based on the amounts
of the respective withdrawals required to be made.
SECTION 3.11. Limit on Repayment of the Series 2004-B Notes.
No amounts on deposit in the Principal Funding Account will be applied to pay
principal of the Series 2004-B Notes in excess of the Outstanding Dollar
Principal Amount of the Series 2004-B Notes.
SECTION 3.12. Calculation of Nominal Liquidation Amount of
Series 2004-B Notes and Overcollateralization Amount.
(a) On or prior to each Payment Date the Issuer shall
calculate the Nominal Liquidation Amount of the Series 2004-B Notes, which
shall be the following amount:
(i) as of the Issuance Date, the Initial Dollar Principal
Amount of the Series 2004-B Notes; and
(ii) thereafter, an amount equal to, without duplication:
(A) the Nominal Liquidation Amount of the Series
2004-B Notes immediately after the prior date of
determination; plus
(B) the share of all reimbursements of the Nominal
Liquidation Amount Deficit pursuant to Section 3.01(e) that
is allocated to the Nominal Liquidation Amount of the Series
2004-B Notes pursuant to Section 3.04(a) since the prior
date of determination; minus
(C) the share of all reallocations of the Series 2004-B
Available Principal Amount pursuant to Section 3.05(a) that
is allocated to the Nominal Liquidation Amount of the Series
2004-B Notes pursuant to Section 3.06(b) since the prior
date of determination; minus
(D) the amount of the reduction of the Nominal
Liquidation Amount of the Series 2004-B Notes resulting from
an allocation of an Investor Charge-Off pursuant to Section
3.03(b) since the prior date of determination; minus
(E) the amount (other than investment earnings)
deposited in the Principal Funding Account (after giving
effect to any deposits, allocations, reallocations or
withdrawals to be made on that day) since the prior date of
determination; minus
(F) the amount (other than investment earnings)
deposited into the Excess Funding Account since the prior
date of determination in connection with a reduction in
Principal Receivables that is allocable to Series 2004-B;
plus
(G) the amount (other than investment earnings)
withdrawn from the Excess Funding Account since the prior
date of determination in connection with
16
the purchase of additional Principal Receivables that is
allocable to Series 2004-B;
provided, however, that (1) the Nominal Liquidation Amount of the Series 2004-B
Notes may never be less than zero, (2) the Nominal Liquidation Amount of the
Series 2004-B Notes may never be greater than the Adjusted Outstanding Dollar
Principal Amount of the Series 2004-B Notes and (3) if the Series 2004-B Notes
have caused a sale of Receivables pursuant to Section 3.15, then the Nominal
Liquidation Amount of Series 2004-B Notes the Series 2004-B will be zero.
(b) On or prior to each Payment Date the Issuer shall
calculate the Overcollateralization Amount, which shall be the following
amount:
(i) as of the date of issuance of the Series 2004-B Notes,
the initial Overcollateralization Amount; and
(ii) thereafter, an amount equal to, without duplication:
(A) the product of (i) the Series 2004-B
Overcollateralization Percentage times (ii) the Nominal
Liquidation Amount of the Series 2004-B Notes calculated
after giving effect to allocations, deposits and payments to
be made on such Payment Date; provided, however, that if an
Early Redemption Period has commenced and the Revolving
Period has not recommenced, the amount referred to in clause
(ii) shall be the Nominal Liquidation Amount of the Series
2004-B Notes at the commencement of that Early Redemption
Period; plus
(B) the aggregate amount of all reimbursements of the
Overcollateralization Amount Deficit pursuant to Section
3.01(e) that have been allocated to the Overcollateralization
Amount pursuant to Section 3.04(b) since the Issuance Date;
minus
(C) the aggregate amount of all reallocations of the
Series 2004-B Available Principal Amount pursuant to Section
3.05(a) that have been allocated to the Overcollateralization
Amount pursuant to Section 3.06(a) since the Issuance Date;
minus
(D) the aggregate amount of all reductions of the
Overcollateralization Amount resulting from an allocation of
Investor Charge-Offs to the Overcollateralization Amount
pursuant to Section 3.03(a) since the Issuance Date; plus
(E) the Incremental Overcollateralization Amount;
provided, however, that the Overcollateralization Amount shall never be less
than zero and, after the Outstanding Dollar Principal Amount of the Series
2004-B Notes has been reduced to zero, the Overcollateralization Amount shall be
zero.
17
SECTION 3.13. Netting of Deposits and Payments. The Issuer,
in its sole discretion, may make all deposits to the Interest Funding Account
and the Principal Funding Account pursuant to Sections 3.01 and 3.07 with
respect to any Payment Date net of, and after giving effect to, (a) all
reallocations to be made pursuant to Section 3.07 and (b) all payments to the
Issuer pursuant to Section 3.05.
SECTION 3.14. Payments to Noteholders.
(a) All payments of principal, interest or other amounts to
Holders of the Series 2004-B Notes will be made pro rata based on the Stated
Principal Amount of their Series 2004-B Notes.
(b) Any installment of interest or principal, if any,
payable on any Series 2004-B Note which is punctually paid or duly provided
for by the Issuer and the Indenture Trustee on the applicable Interest Payment
Date or Principal Payment Date shall be paid by the Paying Agent to the Person
in whose name such Series 2004-B Note (or one or more Predecessor Notes) is
registered on the Record Date, by wire transfer of immediately available funds
to such Person's account as has been designated by written instructions
received by the Paying Agent from such Person not later than the close of
business on the third Business Day preceding the date of payment or, if no
such account has been so designated, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date, except that (i) with respect to Series 2004-B Notes registered on
the Record Date in the name of the nominee of Cede & Co., payment shall be
made by wire transfer in immediately available funds to the account designated
by such nominee and (ii) with regard to any payments of interest or principal
made pursuant to Section 3.09(b) or 3.10(b), respectively, payment shall be
made by wire transfer in immediately available funds to the account designated
by the Issuer.
(c) The right of the Series 2004-B Noteholders to receive
payments from the Issuer will terminate on the first Business Day following
the Series 2004-B Termination Date.
SECTION 3.15. Exercise of Put Feature; Sale of Receivables
for Accelerated Notes.
(a) If (i) an Early Amortization Event in Section 9.01(b),
(c), (d) or (e) of the Pooling and Servicing Agreement occurs or (ii) the
Series 2004-B Notes have been accelerated pursuant to Section 702 of the
Indenture following an Event of Default, each Holder of a Series 2004-B Note
may notify the Indenture Trustee that it desires to exercise the Put Feature
in respect of its Series 2004-B Notes. The Put Feature shall be deemed to be
exercised only if at least one of the following conditions is met:
(i) the Holders of Series 2004-B Notes evidencing at least
90% of the Outstanding Dollar Principal Amount of the Series
2004-B Notes have notified the Indenture Trustee that they
desire to exercise the Put Feature in respect of their Series
2004-B Notes; or
(ii) the Majority Holders of the Series 2004-B Notes have
notified the Indenture Trustee that they desire to exercise the
Put Feature in respect of their Series 2004-B Notes and the net
proceeds of the sale of Receivables pursuant to such exercise
18
(as described below) plus amounts on deposit in the Principal
Funding Account would be sufficient to pay all amounts due on
the Series 2004-B Notes; or
(iii) (A) the Indenture Trustee determines that the funds
to be allocated to the Series 2004-B Notes, including (1)
Series 2004-B Available Interest Amounts and Series 2004-B
Available Principal Amounts and (2) amounts on deposit in the
Principal Funding Account, may not be sufficient on an ongoing
basis to make payments on the Series 2004-B Notes as such
payments would have become due if such obligations had not been
declared due and payable and (B) Holders of Series 2004-B Notes
evidencing at least 66 2/3% of the Outstanding Dollar Principal
Amount of the Series 2004-B Notes have notified the Indenture
Trustee that they desire to exercise the Put Feature in respect
of their Series 2004-B Notes.
If the Put Feature is deemed to be exercised as provided in the preceding
sentence, it shall be deemed to be exercised by all Holders of the Series 2004-B
Notes, whether or not they actually give notice of their desire to exercise the
Put Feature. Upon such deemed exercise of the Put Feature, the Indenture Trustee
shall cause the CARCO Trust to sell Principal Receivables and the related
Non-Principal Receivables (or interests therein) in an amount up to the Series
2004-B Nominal Liquidation Amount plus any past due interest on the Series
2004-B Notes. The proceeds of such sale shall be applied in accordance with
Section 706 of the Indenture. The Holders of the Series 2004-B Notes shall
maintain their rights in their Series 2004-B Notes until such sale proceeds have
been applied in accordance with Section 706 of the Indenture and shall present
their Series 2004-B Notes to the Issuer in accordance with Section 706 of the
Indenture as part of their exercise of the Put Feature.
(b) If the Nominal Liquidation Amount of the Series 2004-B
Notes is greater than zero on the Legal Maturity Date (after giving effect to
deposits and distributions otherwise to be made on the Legal Maturity Date),
the Issuer will cause the CARCO Trust to sell Principal Receivables and the
related Non-Principal Receivables on the Legal Maturity Date in an amount up
to the Series 2004-B Nominal Liquidation Amount plus any past due interest on
the Series 2004-B Notes; it being understood for the avoidance of doubt that
in no event shall the amount of Principal Receivables so sold by the CARCO
Trust exceed the Series 2004-B Nominal Liquidation Amount.
(c) Sales proceeds received with respect to the Series
2004-B Notes pursuant to clause (b) above will be allocated in the following
priority:
(i) first, to be deposited in the Principal Funding
Account, an amount up to the Adjusted Outstanding Dollar
Principal Amount of the Series 2004-B Notes immediately before
giving effect to such deposit; and
(ii) second, to be deposited in the Interest Funding
Account, the balance of such sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding
Account after a sale of Receivables pursuant to this Section 3.15 and the
final payment of the Series 2004-B
19
Notes pursuant to Section 503 of the Indenture, will be treated as part of the
Series 2004-B Available Interest Amount.
SECTION 3.16. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Series
2004-B Notes are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR for each Interest Period (the "Calculation Agent"). The
Issuer hereby initially appoints the Indenture Trustee as the Calculation
Agent for purposes of determining LIBOR for each Interest Period. The
Calculation Agent may be removed by the Issuer at any time. If the Calculation
Agent is unable or unwilling to act as such or is removed by the Issuer, or if
the Calculation Agent fails to determine LIBOR for an Interest Period, the
Issuer shall promptly appoint a replacement Calculation Agent that does not
control or is not controlled by or under common control with the Issuer or its
Affiliates. The Calculation Agent may not resign its duties, and the Issuer
may not remove the Calculation Agent, without a successor having been duly
appointed and having accepted such appointment.
(b) On each LIBOR Determination Date, the Calculation Agent
shall determine LIBOR for the following Interest Period to equal the offered
rate for Unites States dollar deposits for one month that appears on Telerate
Page 3750 as of 11:00 A.M., London time, on such date. If that rate appears on
Telerate Page 3750, LIBOR will be that rate. If on any LIBOR Determination
Date the offered rate does not appear on Telerate Page 3750, the Calculation
Agent will request each of the Reference Banks, to provide the Calculation
Agent with its offered quotation for United States dollar deposits for one
month to prime banks in the London interbank market as of 11:00 A.M., London
time, on the date. If at least two Reference Banks provide the Calculation
Agent with the offered quotations, LIBOR on that date will be the arithmetic
mean, rounded upwards, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, of
all the quotations. If on that date fewer than two Reference Banks provide the
Calculation Agent with the offered quotations, LIBOR on that date will be the
arithmetic mean, rounded upwards, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, of
the offered per annum rates that one or more leading banks in The City of New
York selected by the Calculation Agent are quoting as of 11:00 A.M., New York
City time, on that date to leading European banks for United States dollar
deposits for one month. If, however, those banks are not quoting as described
above, LIBOR for that date will be LIBOR applicable to the Interest Period
immediately preceding that Interest Period.
(c) The Series 2004-B Note Interest Rate, applicable to the
then current and the immediately preceding Interest Periods, may be obtained
by telephoning the Indenture Trustee at its Corporate Trust Office at (212)
000-0000 or such other telephone number as shall be designated by the
Indenture Trustee for such purpose by prior written notice by the Indenture
Trustee to each Series 2004-B Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent
shall send to the Indenture Trustee and the Beneficiary, by facsimile
transmission, notification of LIBOR for the following Interest Period.
20
SECTION 3.17. Excess Available Interest Amounts Sharing.
(a) Shared Excess Available Interest Amounts allocable to
Series 2004-B on any Payment Date shall be treated as part of the Series
2004-B Available Interest Amount for such Payment Date.
(b) The Shared Excess Available Interest Amount allocable to
Series 2004-B with respect to any Payment Date shall mean an amount equal to
the Series 2004-B Available Interest Amount Shortfall, if any, for such
Payment Date; provided, however, that if the aggregate amount of Shared Excess
Available Interest Amounts for all series of Notes for such Payment Date is
less than the Aggregate Series Available Interest Amount Shortfall for such
Payment Date, then the Shared Excess Available Interest Amount allocable to
Series 2004-B on such Payment Date shall equal the product of (i) Shared
Excess Available Interest Amounts for all series of Notes and (ii) a fraction,
the numerator of which is the Series 2004-B Available Interest Amount
Shortfall for such Payment Date and the denominator of which is the aggregate
amount of Aggregate Series Available Interest Amount Shortfall for all series
of Notes for such Payment Date.
(c) Any Shared Excess Available Interest Amount that is not
required to be applied to make a payment or deposit in respect of a series of
Notes shall be paid to the Issuer.
SECTION 3.18. Excess Available Principal Amounts Sharing.
(a) The Shared Excess Available Principal Amount allocable
to Series 2004-B on any Payment Date shall be treated as part of the Series
2004-B Available Principal Amount for such Payment Date.
(b) The Shared Excess Available Principal Amount allocable
to Series 2004-B with respect to any Payment Date shall mean an amount equal
to the Series 2004-B Available Principal Amount Shortfall, if any, for such
Payment Date; provided, however, that if the aggregate amount of Shared Excess
Available Principal Amounts for all series of Notes for such Payment Date is
less than the Aggregate Series Available Principal Amount Shortfall for such
Payment Date, then the Shared Excess Available Principal Amount allocable to
Series 2004-B on such Payment Date shall equal the product of (i) Shared
Excess Available Principal Amounts for all series of Notes and (ii) a
fraction, the numerator of which is the Series 2004-B Available Principal
Amount Shortfall for such Payment Date and the denominator of which is the
aggregate amount of Aggregate Series Available Principal Amount Shortfall for
all series of Notes for such Payment Date.
(c) Any Shared Excess Available Principal Amount not
required to be applied to make a payment or deposit in respect of a series of
Notes shall be paid to the CARCO Trust Trustee to be applied as Excess
Available Principal Amounts pursuant to Section 4.04(a) of the Series 2002-CC
Supplement.
SECTION 3.19. Computation of Interest.
(a) Interest on the Series 2004-B Notes shall be computed on
the basis of a 360-day year and the actual number of days elapsed in the
related Interest Period.
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(b) Unless otherwise specified in this Indenture Supplement,
interest for any period will be calculated from and including the first day of
such period to and including the last day of such period.
SECTION 3.20. Variable Accumulation Period.
The Issuer, acting directly or through the Administrator, may
elect, by written notice to the Indenture Trustee and the Beneficiary, to delay,
from time to time, the commencement of the Accumulation Period, and extend the
length of the Revolving Period, subject to the conditions set forth in this
Section 3.20; provided, however, that the Accumulation Period shall commence no
later than the first day of the Monthly Period ending immediately prior to the
Series 2004-B Expected Final Payment Date. Any such election by the Issuer shall
be made not later than the first day of the last scheduled Monthly Period of the
Revolving Period (including any prior extension of the Revolving Period pursuant
to this Section 3.20). The Issuer may make such election only if the following
conditions are satisfied:
(i) the Issuer shall have delivered to the Indenture
Trustee a certificate to the effect that the Issuer reasonably
believes that the delay in the commencement of the Accumulation
Period would not result in the Outstanding Dollar Principal
Amount of the Series 2004-B Notes not being paid in full on the
Series 2004-B Expected Principal Payment Date;
(ii) the Note Rating Agencies shall have advised the
Issuer that such election to delay the commencement of the
Accumulation Period would not cause the rating of any class of
any series of Notes then outstanding to be lowered or
withdrawn; and
(iii) the amount to be deposited in the Principal Funding
Account in respect of Controlled Accumulation Amount shall have
been adjusted.
Notwithstanding anything herein or in the Indenture to the contrary, the
Administrator may, on behalf of the Issuer, (i) perform all such calculations as
are necessary to determine whether the Accumulation Period may be delayed
pursuant to this Section 3.20 and (ii) elect to delay the Accumulation Period
pursuant to this Section 3.20.
SECTION 3.21. Payments to the Issuer. As an administrative
convenience for the Issuer, the Indenture Trustee shall pay to the Beneficiary
all amounts payable hereunder to the Issuer. The Issuer shall give the
Indenture Trustee written instructions as to who the Beneficiary is or
Beneficiaries are and where to make such payments.
SECTION 3.22. Payment Instructions and Monthly Noteholders'
Report. Notwithstanding anything in the Indenture or herein to the contrary,
the Issuer may amend the form of Payment Instruction for the Series 2004-B
Notes and the Series 2004-B Schedule to Monthly Noteholders' Statement from
time to time without the consent of the Indenture Trustee or any Noteholder if
it receives written confirmation from each Note Rating Agency that such
amendment will not cause a Ratings Effect.
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ARTICLE IV
EARLY REDEMPTION OF NOTES
SECTION 4.01. Early Redemption Events. In addition to the
events identified as Early Redemption Events in Section 1201 of the Indenture,
each of the following events will also be an Early Redemption Event with
respect to the Series 2004-B Notes:
(1) the occurrence of the Early Amortization Event specified
in Section 9.01(f) of the Pooling and Servicing Agreement;
(2) the occurrence of the Early Amortization Event specified
in Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any Early Amortization Event specified
in Section 9.01(b), (c), (d) or (e) of the Pooling and Servicing
Agreement;
(4) the occurrence of the Early Amortization Event specified
in Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Payment Date, the Primary Overcollateralization
Amount for such Payment Date is reduced to an amount less than the
Required Primary Overcollateralization Amount on that Payment Date
after giving effect to the distributions to be made on such Payment
Date; provided that, for the purpose of determining whether an Early
Redemption Event has occurred pursuant to this clause (5), any
reduction of the Primary Overcollateralization Amount resulting from
reallocations of the Series 2004-B Available Principal Amounts to pay
interest on the Series 2004-B Notes in the event LIBOR is equal to or
greater than the prime rate upon which interest on the Receivables is
calculated on the applicable LIBOR Determination Date will be
considered an Early Redemption Event only if LIBOR remains equal to or
greater than such prime rate for the next 30 consecutive days following
such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds 20% of the Pool Balance
on that last day;
(8) on any Determination Date, the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than
20%;
(9) the Outstanding Dollar Principal Amount of the Series
2004-B Notes is not repaid by the Series 2004-B Expected Principal
Payment Date;
(10) the Issuer becomes an investment company within the
meaning of the Investment Company Act of 1940;
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(11) the occurrence of an Event of Default with respect of the
Series 2004-B Notes;
(12) the CARCO Trust shall file a petition commencing a
voluntary case under any chapter of the Federal bankruptcy laws; or the
CARCO Trust shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment, or composition under any other
similar applicable Federal law, or shall consent to the filing of any
such petition, answer, or consent; or the CARCO Trust shall appoint, or
consent to the appointment of, a custodian, receiver, liquidator,
trustee, assignee, sequestrator or other similar official in bankruptcy
or insolvency of it or of any substantial part of its property; or the
CARCO Trust shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they
become due; and
(13) any order for relief against the CARCO Trust shall have
been entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 60 days; or a decree
or order by a court having jurisdiction in the premises shall have been
entered approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of the CARCO Trust under any
other similar applicable Federal law, and such decree or order shall
have continued undischarged or unstayed for a period of 120 days; or a
decree or order of a court having jurisdiction in the premises for the
appointment of a custodian, receiver, liquidator, trustee, assignee,
sequestrator, or other similar official in bankruptcy or insolvency of
the CARCO Trust or of any substantial part of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and
such decree or order shall have remained in force undischarged or
unstayed for a period of 120 days.
Notwithstanding the foregoing in this Section 4.01, in the
case of any event described in clause (1), (2) or (6) above, an Early Redemption
Event with respect to Series 2004-B will be deemed to have occurred only if,
after the applicable grace period described in such clause, if any, either the
Indenture Trustee or Series 2004-B Noteholders holding Series 2004-B Notes
evidencing more than 50% of the Outstanding Dollar Principal Amount of the
Series 2004-B Notes by written notice to the Seller, the Servicer, the CARCO
Trust Trustee and the Indenture Trustee, if given by Series 2004-B Noteholders,
declare that an Early Redemption Event with respect to the Series 2004-B Notes
has occurred as of the date of that notice. In the case of any Early Redemption
Event described in Section 9.01(h) of the Pooling and Servicing Agreement or any
event described in clause (3), (4), (5), (7), (8), (9), (10), (11), (12) or (13)
above, an Early Redemption Event with respect to the Series 2004-B Notes shall
be deemed to have occurred without any notice or other action on the part of the
Indenture Trustee or the Series 2004-B Noteholders immediately upon the
occurrence of such event.
Notwithstanding the foregoing in this Section 4.01, if (x) an
Early Redemption Period results from the failure by DCWR to convey Receivables
in Additional Accounts to the CARCO Trust, as described in clause (4) above
during the Revolving Period, (y) no other Early Redemption Event that has not
been cured or waived in accordance with the Indenture has occurred and (z) each
Note Rating Agency has confirmed that recommencing the Revolving Period will not
cause a Ratings Effect, then the Early Redemption Period resulting from such
24
failure will terminate and the Revolving Period will recommence as of the end of
the first Collection Period during which the Seller would no longer be required
to convey Receivables in Additional Accounts to the CARCO Trust; provided that
the Revolving Period will not recommence if the scheduled termination date of
the Revolving Period has occurred.
Notwithstanding the foregoing in this Section 4.01, if an
Early Redemption Event (other than an Early Redemption Event specified in clause
(3), (12) or (13) above and the Early Redemption Event specified in Section
1201(c) of the Indenture) has occurred and the scheduled termination of the
Revolving Period has not occurred, the Indenture Trustee shall request from
Standard & Poor's a confirmation that such Early Redemption Event will not cause
a Ratings Effect. If the Indenture Trustee receives such confirmation and the
Majority Holders of Series 2004-B Notes consent to the recommencement of the
Revolving Period, the related Early Redemption Period shall terminate and the
Revolving Period shall recommence.
ARTICLE V
ACCOUNTS AND INVESTMENTS
SECTION 5.01. Accounts.
(a) Accounts; Deposits to and Distributions from Accounts.
On or before the Issuance Date, the Indenture Trustee will cause to be
established and maintained two Qualified Accounts denominated as follows: the
"Interest Funding Account" and the "Principal Funding Account" (collectively,
the "Series 2004-B Accounts") in the name of the Indenture Trustee, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2004-B Noteholders. The Series 2004-B Accounts
constitute Supplemental Accounts and shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2004-B
Noteholders. If, at any time, the institution holding any Series 2004-B
Account ceases to be a Qualified Institution, the Issuer will within ten (10)
Business Days (or such longer period, not to exceed thirty (30) calendar days,
as to which each Note Rating Agency may consent) establish a new applicable
Series 2004-B Account, that is a Qualified Account and shall transfer any cash
and/or investments to such new Series 2004-B Account. From the date such new
Series 2004-B Account is established, it will be a Series 2004-B Account,
bearing the name of the Series 2004-B Account it has replaced.
(b) All payments to be made from time to time by the
Indenture Trustee to Series 2004-B Noteholders out of funds in the Series
2004-B Accounts pursuant to this Indenture Supplement will be made by the
Indenture Trustee to the Paying Agent not later than 12:00 noon on the
applicable Interest Payment Date or Principal Payment Date but only to the
extent of funds in the applicable Account or as otherwise provided in Article
III.
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ARTICLE VI
CERTAIN SERVICING MATTERS
SECTION 6.01. Monthly Net Deposits of Collections by DCS.
Notwithstanding anything to the contrary in Section 4.03(b) of the Pooling and
Servicing Agreement or in the Series 2002-CC Supplement, the Indenture or this
Indenture Supplement, if DCS no longer maintains a short-term rating from
either Standard & Poor's or Xxxxx'x, DCS may continue to make monthly net
deposits of Collections into the Collection Account in accordance with Section
4.03(b) of the Pooling and Servicing Agreement so long as (i) DCS remains the
Servicer under the Pooling and Servicing Agreement, (ii) no Service Default
has occurred and is continuing and (iii) DaimlerChrysler North America Holding
Corporation maintains a short-term rating of at least A-1 by Standard & Poor's
and P-1 by Xxxxx'x (and has maintained such short-term ratings for five
Business Days following any reduction of either such rating).
SECTION 6.02. Annual Servicer's Certificate. Notwithstanding
anything to the contrary in Section 3.05 of the Pooling and Servicing
Agreement or in the Series 2002-CC Supplement, the Indenture or this Indenture
Supplement, the Servicer, in its sole discretion, may deliver, in lieu of (or
in addition to) the Officers' Certificate referred to in Section 3.05 of the
Pooling and Servicing Agreement, the report on compliance with servicing
criteria that would be required to be filed in respect of the CARCO Trust or
the Issuer under the Exchange Act if periodic reports under Section 15(d) of
the Exchange Act, or any successor provision thereto, were required to be
filed in respect of the CARCO Trust or the Issuer. The Servicer shall promptly
notify the Rating Agencies of the Servicer's first election to deliver such
report on compliance with servicing criteria in lieu of the Officers'
Certificate referred to in Section 3.05 of the Pooling and Servicing
Agreement.
SECTION 6.03. Annual Independent Public Accountants'
Servicing Report. Notwithstanding anything to the contrary in Section 3.06 of
the Pooling and Servicing Agreement or in the Series 2002-CC Supplement, the
Indenture or this Indenture Supplement, the Servicer, in its sole discretion,
may deliver, in lieu of the accountants' report referred to in Section 3.06 of
the Pooling and Servicing Agreement, the attestation report of a registered
public accounting firm that would be required to be filed in respect of the
CARCO Trust or the Issuer under the Exchange Act if periodic reports under
Section 15(d) of the Exchange Act, or any successor provision thereto, were
required to be filed in respect of the CARCO Trust or the Issuer. The Servicer
shall promptly notify the Rating Agencies of the Servicer's first election to
deliver such attestation report of a registered public accounting firm in lieu
of the accountants' report referred to in Section 3.06 of the Pooling and
Servicing Agreement.
26
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture Supplement to be duly executed as of the day and year first above
written.
DAIMLERCHRYSLER MASTER OWNER TRUST,
By: DaimlerChrysler Wholesale Receivables LLC,
as Beneficiary and not in its individual capacity
By: /s/ Xxxx X. Xxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Controller
THE BANK OF NEW YORK,
as Indenture Trustee and not in its individual capacity
By: /s/ Xxxx Xxxxx
----------------------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
EXHIBIT A
----------
[FORM OF] SERIES 2004-B NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER,
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC OR THE CARCO AUTO LOAN MASTER TRUST,
OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC OR THE CARCO AUTO LOAN MASTER TRUST, OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF DAIMLERCHRYSLER
WHOLESALE RECEIVABLES LLC FOR APPLICABLE FEDERAL, STATE AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
BY ACCEPTING AN INTEREST IN THIS NOTE, EACH OWNER OR HOLDER OF
SUCH INTEREST SHALL ACKNOWLEDGE AND AGREE THAT THE NOTES MAY NOT BE PURCHASED
WITH THE ASSETS OF EITHER AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
THAT IS SUBJECT TO ERISA OR A PLAN, AS DEFINED IN SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, IF DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, AN UNDERWRITER FOR THE NOTES, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE OR ANY OF THEIR AFFILIATES (I) HAS INVESTMENT OR ADMINISTRATIVE
DISCRETION WITH RESPECT TO THE ASSETS OF SUCH PLAN, (II) HAS AUTHORITY OR
RESPONSIBILITY TO GIVE, OR REGULARLY GIVES, INVESTMENT ADVICE WITH RESPECT TO
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THOSE PLAN ASSETS FOR A FEE AND PURSUANT TO AN UNDERSTANDING OR AGREEMENT THAT
SUCH ADVICE WILL SERVE AS A PRIMARY BASIS FOR INVESTMENT DECISIONS WITH RESPECT
TO THOSE PLAN ASSETS AND WILL BE BASED ON THE PARTICULAR INVESTMENT NEEDS FOR
SUCH PLAN OR (III) IS AN EMPLOYER MAINTAINING OR CONTRIBUTING TO SUCH PLAN.
REGISTERED $_________
No. __ CUSIP NO. 23384B AE 3
DAIMLERCHRYSLER MASTER OWNER TRUST
FLOATING RATE AUTO DEALER LOAN ASSET BACKED NOTES, SERIES 2004-B
DaimlerChrysler Master Owner Trust, a statutory trust created
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
subject to the following provisions, a principal sum of _______________________
DOLLARS ONLY payable on the August 2007 Payment Date (the "Expected Principal
Payment Date"), except as otherwise provided below or in the Indenture;
provided, however, that the entire unpaid principal amount of this Note
shall be due and payable on the August 2009 Payment Date (the "Legal
Maturity Date"). On each Interest Payment Date, the Issuer will pay interest
on the outstanding principal of this Note at the per annum rate equal
to the applicable LIBOR (determined as provided in the Indenture Supplement
referred to within) plus 0.01%. Interest will accrue on this Note from each
Interest Payment Date (or, in the case of the first Interest Payment Date, from
the date of issuance of this Note) to but excluding the following Interest
Payment Date. Interest will be computed on the basis of a 360-day year and the
actual number of days elapsed. Such principal of and interest on this Note shall
be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.
DAIMLERCHRYSLER MASTER OWNER TRUST,
as Issuer
By: DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, not in its individual capacity
but solely as Beneficiary under the Trust Agreement
By: CHRYSLER FINANCIAL RECEIVABLES CORPORATION, a member
By:
-------------------------------------------------
Name:
Title:
Date: _____________________
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By:
----------------------------------------------
Name:
Title:
Date: _____________________
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[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Auto Dealer Loan Asset Backed Notes,
Series 2004-B (the "Notes" or "Series 2004-B Notes"), all issued under an
Indenture, dated as of June 1, 2002 (as amended, restated and supplemented from
time to time, the "Indenture"), as supplemented by a Series 2004-B Indenture
Supplement, dated as of August 1, 2004 (as amended, restated and supplemented
from time to time, the "Indenture Supplement"), each between the Issuer and The
Bank of New York, as indenture trustee (the "Indenture Trustee," which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Notes. The Notes are subject to all
terms of the Indenture and the Indenture Supplement. All terms used in this Note
that are defined in the Indenture or the Indenture Supplement, each as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture or the Indenture Supplement.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected
Principal Payment Date in an amount described on the face hereof. Upon the
occurrence of certain events specified in the Indenture or the Indenture
Supplement, payments of principal of the Notes may be made prior to or after the
Expected Principal Payment Date.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes may be due and
payable following an Event of Default in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of not less than a
majority of the Outstanding Dollar Principal Amount of the Notes. All principal
payments on the Notes shall be made pro rata to the Noteholders entitled
thereto.
On any day occurring on or after the date on which the
aggregate Nominal Liquidation Amount of the Series 2004-B Notes is reduced to
less than 10% of the Initial Dollar Principal Amount of the Series 2004-B Notes,
the Servicer has the right, but not the obligation, to cause the Issuer to
redeem the Series 2004-B Notes in whole but not in part, pursuant to Section
1202 of the Indenture equal the Outstanding Dollar Principal Amount of the
Series 2004-B Notes, plus interest accrued and unpaid to but excluding the date
of redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary may, from time to time, direct the Owner Trustee, on behalf of the
Issuer, to issue one or more series or classes of notes.
On each Payment Date, the Paying Agent shall distribute to
each Series 2004-B Noteholder of record on the related Record Date (except for
the final distribution with respect to this Note) such Series 2004-B
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest and principal on
the
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Series 2004-B Notes. Final payments of this Note will be made only upon
presentation and surrender of this Note at the office or offices therein
specified.
Payments of interest on this Note due and payable on each
Payment Date, together with the installment of principal, if any, to the extent
not in full payment of this Note, shall be made by check mailed to the Person
whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Notes registered on the Record Date in
the name of the nominee of the clearing agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately available
funds to the account designated by such nominee. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) effected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five days of such Payment Date and the
amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located, in
the City of New York or the city in which the Corporate Trust Office is located,
or a member firm of a national securities exchange, and such other documents as
the Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee in
A-5
its individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee or the Indenture Trustee or of any successor or assign of
the Indenture Trustee or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that it will not at any time
institute against DaimlerChrysler Wholesale Receivables LLC, the CARCO Trust or
the Issuer, or join in any institution against DaimlerChrysler Wholesale
Receivables LLC, the CARCO Trust or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, the Indenture or any
Derivative Agreement.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing not less than a majority of the Outstanding Dollar Principal Amount
of all Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of Notes representing specified percentages of the
Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
A-6
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS NOTE AND THE INDENTURE AND THE INDENTURE SUPPLEMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.
No recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture and the Indenture Supplement
in the case of an Event of Default under the Indenture, the Holder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.
A-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
---------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated: *
---------------------------- ---------------------------------------
Signature Guaranteed:
-----------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-8
EXHIBIT B
[FORM OF] SERIES 2004-B SCHEDULE TO PAYMENT INSTRUCTION
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
----------------------------------------------
DAIMLERCHRYSLER MASTER OWNER TRUST
----------------------------------------------
Unless otherwise indicated, capitalized terms used in this schedule to
the Payment Instruction have their respective meanings set forth in the
Indenture; provided that the "preceding Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which this
Payment Instruction is delivered. This Payment Instruction is delivered
pursuant to Section 908 of the Indenture.
The date of this schedule to the Payment Instruction is a Transfer
Date.
1. Allocations of Available Interest Amounts:
A. Series 2004-B Available Interest Amounts...............$_______
2. Components of Series 2004-B Available Interest Amounts:
A. Available Interest Amount allocated to Series 2004-B...$_______
B. PFA Earnings Shortfall pursuant to Section 3.02(a)(i)
of Indenture Supplement................................$_______
C. PFA Earnings pursuant to Section 3.02(a)(ii) of
Indenture Supplement...................................$_______
3. Allocations of Available Principal Amounts:
A. Series 2004-B Available Principal Amounts..............$_______
4. Components of Series 2004-B Available Principal Amounts:
A. Available Principal Amount allocated to Series 2004-B..$_______
B. Pursuant to Section 3.01(d) of Indenture Supplement....$_______
C. Pursuant to Section 3.01(e) of Indenture Supplement....$_______
5. Series 2004-B Floating Allocation Percentage.................$_______
6. Series 2004-B Principal Allocation Percentage................$_______
7. Series 2004-B Note Interest Rate.............................._______%
B-1
8. Series 2004-B Monthly Interest...............................$_______
9. Series 2004-B Excess Available Interest Amount...............$_______
10. Series 2004-B Excess Available Principal Amount..............$_______
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Payment Instruction this ____ day of ___________, _______.
DAIMLERCHRYSLER MASTER OWNER TRUST
By DaimlerChrysler Services North
America LLC, as Servicer of the CARCO Trust
and administrator of the DaimlerChrysler
Master Owner Trust
By:____________________________________
Name:
Title:
B-2
EXHIBIT C
[FORM OF] SERIES 2004-B SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
Date: ______ __, ____
DAIMLERCHRYSLER MASTER OWNER TRUST
MONTHLY PERIOD ENDING _______ __, ____
Reference is made to (i) the Series 2002-CC Supplement, dated
as of June 1, 2002 (the "Series 2002-CC Supplement"), among DaimlerChrysler
Wholesale Receivables LLC, as Seller, DaimlerChrysler Services North America
LLC, as Servicer, and The Bank of New York, as Trustee, and (ii) the Indenture,
dated as of June 1, 2002 (the "Indenture"), between DaimlerChrysler Master Owner
Trust, as Issuer, and The Bank of New York, as Indenture Trustee. Terms used
herein and not defined herein have the meanings ascribed to them in the Series
2002-CC Supplement, the Indenture and the related Indenture Supplements, as
applicable.
The following computations are prepared with respect to the
Payment Date of _______ __, ____ and with respect to the performance of the
DaimlerChrysler Master Owner Trust during the related Collection Period and the
Series 2004-B Notes.
A. Reductions of and Increases to Series 2004-B Nominal Liquidation Amount:
[Increases
from amounts
withdrawn Reductions Effect of
Series 2004-B from the due to deposits to
Nominal [Increases Excess Reductions amounts or Current
Liquidation from Funding Reimburse- due to on deposit withdrawals Series
Amount for accretions Account ments from reallocations Reductions in the from the 2004-B
prior on principal in respect Available of Available due to Principal Excess Nominal
Monthly for Discount of Interest Principal Investor Funding Funding Liquidation
Period Notes] prefunding] Amounts Amounts Charge-Offs Account Account Amount
--------------- ------------ -------------- ----------- ------------- ------------ ------------- ------------ -------------
C-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Monthly Noteholders' Statement this __th day of ________, _________.
DAIMLERCHRYSLER MASTER OWNER TRUST
By DaimlerChrysler Services North America
LLC, as Administrator on behalf of the
Beneficiary
By
---------------------------------------
Name:
Title:
C-2
