1
===============================================================================
RYDER FUNDING II LP,
as Transferor,
and
RYDER VEHICLE LEASE TRUST 2001-A,
as Transferee
----------------------------------------------
ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT
Dated as of February 1, 2001
----------------------------------------------
===============================================================================
2
TABLE OF CONTENTS
Page
----
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions.......................................................................... 2
Section 1.02. Interpretive Provisions.............................................................. 2
ARTICLE TWO
TRANSFER OF 99% 2001-A VEHICLE SUBI CERTIFICATE
Section 2.01. Transfer of 99% 2001-A Vehicle SUBI Certificate...................................... 2
Section 2.02. True Sale............................................................................ 3
Section 2.03. Representations and Warranties of the Transferor and the Transferee.................. 3
Section 2.04. Financing Statement and Books and Records............................................ 6
Section 2.05. Acceptance by the Transferee......................................................... 6
ARTICLE THREE
MISCELLANEOUS
Section 3.01. Amendment............................................................................ 6
Section 3.02. Governing Law........................................................................ 6
Section 3.03. Severability......................................................................... 6
Section 3.04. Binding Effect....................................................................... 7
Section 3.05. Headings............................................................................. 7
Section 3.06. Counterparts......................................................................... 7
Section 3.07. Further Assurances................................................................... 7
Section 3.08. Third-Party Beneficiaries............................................................ 7
Section 3.09. No Petition.......................................................................... 7
Section 3.10. Limitation of Liability of Owner Trustee............................................. 7
i
3
ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT
This Issuer SUBI Certificate Transfer Agreement, dated as of February
1, 2001 (the "Agreement"), is between Ryder Funding II LP, a Delaware limited
partnership, as transferor (the "Transferor"), and Ryder Vehicle Lease Trust
2001-A, a Delaware business trust (the "Issuer"), as transferee (the
"Transferee").
RECITALS
WHEREAS, Ryder Truck Rental I LP ("RTR I LP") and Ryder Truck Rental II
LP ("RTR II LP"), as Grantors and UTI Beneficiaries, Ryder Truck Rental, Inc.,
as Administrative Agent, Delaware Trust Capital Management, Inc., as Delaware
Trustee, RTRT, Inc., as Trustee, and U.S. Bank National Association ("U.S.
Bank"), as Trust Agent, have entered into that certain second amended and
restated trust agreement, dated as of February 1, 1998 (the "Origination Trust
Agreement"), pursuant to which Ryder Truck Rental II LT, a Delaware business
trust (the "Trust"), will take assignments and conveyances of and hold in trust
various assets (the "Trust Assets");
WHEREAS, the parties to the Origination Trust Agreement supplemented
the Origination Trust Agreement with a 2001-A Origination Trust Supplement,
dated as of February 1, 2001 (together with the Origination Trust Agreement, the
"SUBI Trust Agreement"), to establish two special units of beneficial interest,
the "2001-A Lease SUBI" and the "2001-A Vehicle SUBI" (each, a "2001-A SUBI");
WHEREAS, in connection with the SUBI Trust Agreement, a separate
portfolio of Leases (the "Specified Leases") and certain other related assets of
the Origination Trust have been allocated to the 2001-A Lease SUBI, and the
Vehicles that are leased under the Specified Leases (the "Specified Vehicles")
and certain other related assets of the Origination Trust will be allocated to
the 2001-A Vehicle SUBI;
WHEREAS, the Origination Trust has created certificates evidencing a
99% beneficial interest and a 1% beneficial interest in each 2001-A SUBI
(respectively, the "99% 2001-A SUBI Certificates" and the "1% 2001-A SUBI
Certificates") and has issued the 99% 2001-A SUBI Certificates to Ryder Truck
Rental I LP ("RTR I LP") and the 1% 2001-A SUBI Certificates to Ryder Truck
Rental II LP ("RTR II LP);
WHEREAS RTR I LP has transferred and assigned, without recourse, all of
RTR I LP's right, title and interest in and to the 99% 2001-A SUBI Certificates
to the Transferor pursuant to that certain SUBI certificate transfer agreement,
dated as of February 1, 2001 (the "SUBI Certificate Transfer Agreement"),
between RTR I LP and the Transferor;
WHEREAS, the Issuer was formed pursuant to that certain trust
agreement, dated as of December 19, 2000, as amended and restated as of February
1, 2001 (the "Trust Agreement"), between the Transferor and Chase Manhattan Bank
USA, National Association, as trustee;
WHEREAS, the Transferor and the Transferee desire to enter into this
Agreement to provide for the transfer and assignment by the Transferor to the
Transferee, without recourse, of
4
all of the Transferor's right, title and interest in and to the 99% 2001-A
Vehicle SUBI Certificate and the interest in the respective 2001-A Vehicle SUBI
represented thereby; and
WHEREAS, immediately after the transfer of the 99% 2001-A Vehicle SUBI
Certificate to the Issuer, the Issuer shall pledge the 99% 2001-A Vehicle SUBI
Certificate to U.S. Bank, as Indenture Trustee (the "Indenture Trustee"),
pursuant to that certain indenture, dated as of February 1, 2001 (the
"Indenture"), between the Issuer and the Indenture Trustee.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto agree as follows:
Article One
DEFINITIONS
Section 1.01. Definitions. Capitalized terms used herein that are not
otherwise defined has the meanings ascribed thereto in the SUBI Trust Agreement,
the Indenture or the Trust Agreement, as the case may be.
"Agreement" means this Agreement, as amended or supplemented from time
to time.
"Assets" has the meaning set forth in Section 2.01.
"Indenture" has the meaning set forth in the recitals.
"SUBI Trust Agreement" has the meaning set forth in the recitals.
"Trust Agreement" has the meaning set forth in the recitals.
Section 1.02. Interpretive Provisions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement include, as appropriate,
all genders and the plural as well as the singular, (ii) references to words
such as "herein," "hereof" and the like shall refer to this Agreement as a whole
and not to any particular part, Article or Section within this Agreement, (iii)
the term "include" and all variations thereof shall mean "include without
limitation," (iv) references to a Section such as "Section 11.01" or an Article
such as "Article Eleven" shall refer to the applicable Section or Article of
this Agreement, (v) the term "or" shall include "and/or" and (vi) the term
"proceeds" has the meaning ascribed thereto in the UCC.
Article Two
TRANSFER OF 99% 2001-A VEHICLE SUBI CERTIFICATE
Section 2.01. Transfer of 99% 2001-A Vehicle SUBI Certificate. In
consideration of the Transferee's delivery to, or upon the order of, the
Transferor of $______________ aggregate principal amount of Senior Notes,
$__________ aggregate principal amount of Subordinated Notes and $_________
aggregate principal amount of Trust Certificates (the "Transfer Price"),
2
5
the Transferor hereby absolutely sells, transfers, assigns and otherwise conveys
to the Transferee, without recourse, and the Transferee does hereby purchase and
acquire all of the following (collectively, the "Assets"):
(i) all right, title and interest in and to the 99%
2001-A Vehicle SUBI Certificate and the interest in the 2001-A Vehicle
SUBI represented thereby, including all monies due and paid thereon or
in respect thereof;
(ii) the right to realize upon any property that underlies
or may be deemed to secure the interest in the 2001-A Vehicle SUBI
represented by the 99% 2001-A Vehicle SUBI Certificate;
(iii) all of the Transferor's rights and benefits as Holder
of the 99% 2001-A Vehicle SUBI Certificate under the Administration
Agreement and the SUBI Trust Agreement;
(iv) all of the Transferor's rights to and benefits in the
2001-A Vehicle SUBI under the Vehicle SUBI Certificate Transfer
Agreement; and
(v) all proceeds of the foregoing.
Section 2.02. True Sale. The parties hereto intend that the sale,
transfer and assignment of the Assets constitute a true sale and assignment of
the Assets such that any interest in and title to the Assets would not be
property of the Transferor's estate in the event the Transferor becomes a debtor
in a case under any bankruptcy law. To the extent that the conveyance of the
Assets hereunder is characterized by a court or similar governmental authority
as a financing, it is intended by the Transferor and the Transferee that the
interest conveyed constitute a first priority grant of a perfected security
interest under the UCC as in effect in the State of New York by the Transferor
to the Transferee to secure the security obligations of the Transferor under the
Program Operating Lease and the other Basic Documents. The Transferor does
hereby grant to the Transferee a security interest in all of its rights, title
and privileges and interest in and to the Assets and the parties hereto agree
that this Agreement constitutes a "security agreement" under all applicable law.
Section 2.03. Representations and Warranties of the Transferor and the
Transferee.
(a) The Transferor hereby represents and warrants to the
Transferee as of the date of this Agreement and the Closing Date that:
(i) Organization and Good Standing. The Transferor is a
limited partnership duly formed, validly existing and in good standing
under the laws of the State of Delaware, and has power and authority to
own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at
all relevant times, and has, power, authority and legal right to
acquire, own and sell the Assets.
(ii) Due Qualification. The Transferor is duly qualified
to do business as a foreign limited partnership in good standing, and
has obtained all necessary licenses and
3
6
approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business shall require such
qualifications, except where the failure to have any such license,
approval or qualification would not have a material adverse effect on
the condition, financial or otherwise, of the Transferor or would not
have a material adverse effect on the ability of the Transferor to
perform its obligations under this Agreement.
(iii) Power and Authority. The Transferor has the power and
authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement
has been duly authorized by the Transferor by all necessary corporate
action.
(iv) Binding Obligation. This Agreement constitutes a
legal, valid and binding obligation of the Transferor, enforceable
against it in accordance with its terms, except as enforceability may
be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation or other similar laws affecting the enforcement
of creditors' rights in general and by general principles of equity,
regardless of whether such enforceability shall be considered in a
proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance
by the Transferor of this Agreement and the consummation of the
transactions contemplated by this Agreement and the fulfillment of the
terms hereof does not conflict with, result in any breach of any of the
terms and provisions of, nor constitute (with or without notice or
lapse of time) a default under, the limited partnership agreement of
the Transferor, or conflict with or breach any of the material terms or
provisions of, or constitute (with or without notice or lapse of time)
a default under, any indenture, agreement or other instrument to which
the Transferor is a party or by which it may be bound or any of its
properties are subject; nor result in the creation or imposition of any
lien upon any of its properties pursuant to the terms of any material
indenture, agreement or other instrument (other than this Agreement);
nor violate any law or, to the knowledge of the Transferor, any order,
rule or regulation applicable to it or its properties of any court or
of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Transferor or
any of its properties.
(vi) No Proceedings. There are no proceedings or
investigations pending or, to the knowledge of the Transferor,
threatened against the Transferor, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality
(A) asserting the invalidity of this Agreement, (B) seeking to prevent
the consummation of any of the transactions contemplated by this
Agreement or (C) seeking any determination or ruling that, in the
reasonable judgment of the Transferor, would materially and adversely
affect the performance by the Transferor of its obligations under this
Agreement.
(vii) Title to 99% 2001-A Vehicle SUBI Certificate.
Immediately prior to the transfer of the 99% 2001-A Vehicle SUBI
Certificate pursuant to this Agreement, the Transferor (A) is the true
and lawful owner of the 99% 2001-A Vehicle SUBI Certificate and it has
the legal right to transfer the 99% 2001-A Vehicle SUBI Certificate;
(B) has good and valid title to the 99% 2001-A Vehicle SUBI Certificate
and the 99% 2001-A
4
7
Vehicle SUBI Certificate is on the date hereof free and clear of all
Liens; and (C) will convey good, valid and indefeasible title to the
99% 2001-A Vehicle SUBI Certificate to the Transferee under this
Agreement.
(b) The Transferee hereby represents and warrants to the
Transferor as of the date of this Agreement and the Closing Date that:
(i) Organization and Good Standing. The Transferee is a
business trust duly formed, validly existing and in good standing under
the laws of the State of Delaware, and has power and authority to own
its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at
all relevant times, and has, power, authority and legal right to
acquire, own and sell the Assets.
(ii) Due Qualification. The Transferee is duly qualified
to do business as a foreign trust in good standing, and has obtained
all necessary licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall
require such qualifications, except where the failure to have any such
license, approval or qualification would not have a material adverse
effect on the condition, financial or otherwise, of the Transferee or
would not have a material adverse effect on the ability of the
Transferee to perform its obligations under this Agreement.
(iii) Power and Authority. The Transferee has the power and
authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement
has been duly authorized by the Transferee by all necessary corporate
action.
(iv) Binding Obligation. This Agreement constitutes a
legal, valid and binding obligation of the Transferee, enforceable
against it in accordance with its terms, except as enforceability may
be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation or other similar laws affecting the enforcement
of creditors' rights in general and by general principles of equity,
regardless of whether such enforceability shall be considered in a
proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance
of this Agreement by the Transferee and the consummation of the
transactions contemplated by this Agreement and the fulfillment of the
terms hereof shall not conflict with, result in any breach of any of
the terms and provisions of, nor constitute (with or without notice or
lapse of time) a default under, the trust agreement of the Transferee,
or conflict with or breach any of the material terms or provisions of,
or constitute (with or without notice or lapse of time) a default
under, any indenture, agreement or other instrument to which the
Transferee is a party or by which it may be bound or any of its
properties are subject; nor result in the creation or imposition of any
lien upon any of its properties pursuant to the terms of any material
indenture, agreement or other instrument (other than this Agreement);
nor violate any law or, to the knowledge of the Transferee, any order,
rule or regulation applicable to it or its properties of any court or
of any federal or state
5
8
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferee or any of its
properties.
(vi) No Proceedings. There are no proceedings or
investigations pending or, to the knowledge of the Transferee,
threatened against the Transferee, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality
(A) asserting the invalidity of this Agreement, (B) seeking to prevent
the consummation of any of the transactions contemplated by this
Agreement or (C) seeking any determination or ruling that, in the
reasonable judgment of the Transferee, would materially and adversely
affect the performance by the Transferee of its obligations under this
Agreement.
(c) The representations and warranties set forth in this Section
shall survive the sale of the Assets by the Transferor to the Transferee and the
sale of the Assets by the Transferee to the Trust. Upon discovery by the
Transferor, the Transferee or the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.
Section 2.04. Financing Statement and Books and Records.
(a) In connection with the conveyance of the Assets hereunder, the
Transferor agrees that prior to the Closing Date, it will file, at its own
expense, one or more financing statements with respect to the Assets meeting the
requirements of applicable state law in such manner as necessary to perfect the
sale of the Assets to the Transferor, and the proceeds thereof (and any
continuation statements as are required by applicable state law), and to deliver
a file-stamped copy of each such financing statement (or continuation statement)
or other evidence of such filings (which may, for purposes of this Section,
consist of telephone confirmation of such filings with the file stamped copy of
each such filings to be provided to the Transferee in due course), as soon as is
practicable after receipt by the Transferor thereof.
(b) The Transferor further agrees that it will treat the transfer
of the Assets as a sale for accounting purposes, take no actions inconsistent
with the Transferee's ownership of the Assets and on or prior to the Closing
Date indicate on its books, records and statements that the Assets have been
sold to the Transferee.
Section 2.05. Acceptance by the Transferee. The Transferee agrees to
comply with all covenants and restrictions applicable to a Holder of the 99%
2001-A Vehicle SUBI Certificate and the interest in the 2001-A Vehicle SUBI
represented thereby, whether set forth in the 99% 2001-A Vehicle SUBI
Certificate, in the SUBI Trust Agreement or otherwise, and assumes all
obligations and liabilities, if any, associated therewith.
Article Three
MISCELLANEOUS
Section 3.01. Amendment. This Agreement may be amended from time to
time in a writing signed by the parties hereto.
6
9
Section 3.02. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
any otherwise applicable principles of conflicts of laws (other than Section
5-1401 of the New York General Obligations Law).
Section 3.03. Severability. If one or more of the covenants, agreements
or provisions of this Agreement shall be for any reason whatever held invalid or
unenforceable, such provisions shall be deemed severable from the remaining
covenants, agreements and provisions of this Agreement, and such invalidity or
unenforceability shall in no way affect the validity or enforceability of such
remaining covenants, agreements and provisions, or the rights of any parties
hereto. To the extent permitted by law, the parties hereto waive any provision
of law that renders any provision of this Agreement invalid or unenforceable in
any respect.
Section 3.04. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their permitted
successors and permitted assigns.
Section 3.05. Headings. The Article and Section headings are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.
Section 3.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which counterparts shall together constitute but
one and the same instrument.
Section 3.07. Further Assurances. Each party hereto shall do such acts,
and execute and deliver to the other party such additional documents or
instruments as may be reasonably requested in order to effect the purposes of
this Agreement and to better assure and confirm unto the requesting party its
rights, powers and remedies hereunder.
Section 3.08. Third-Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and each Holder of the 99%
2001-A Vehicle SUBI Certificate, who shall be considered third-party
beneficiaries hereof. Except as otherwise provided in this Agreement, no other
Person has any right or obligation hereunder.
Section 3.09. No Petition. Each of the parties hereto covenants and
agrees that prior to the date which is one year and one day after the date upon
which all obligations under each Securitized Financing have been paid in full,
it will not institute against, or join any other Person in instituting against
any Grantor, the Owner Trustee, the Trustee, any Special Purpose Affiliate, any
member of a Special Purpose Affiliate or any Grantor that is a limited liability
company (or any of their respective general partners) or any general partner of
a Special Purpose Affiliate or any Grantor that is a partnership, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceedings under any federal or state bankruptcy or similar law.
Section 3.10. Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Chase Manhattan Bank USA, National Association not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Chase Manhattan Bank USA, National Association in its
individual capacity or any beneficial owner of the Issuer have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder,
7
10
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles Six, Seven and Ten of the
Trust Agreement. Notwithstanding anything herein to the contrary, Section 2.07
of the Trust Agreement shall remain in full force and effect.
8
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers duly authorized as of the day and
year first above written.
9
12
RYDER FUNDING II LP,
as Transferor
By: RYDER TRUCK RENTAL IV LLC,
as General Partner
By: RTR LEASING II, INC.,
as Manager
By:
---------------------------------------------------
Name:
Title:
RYDER VEHICLE LEASE TRUST 2001-A,
as Transferee
By: CHASE MANHATTAN BANK USA,
N.A., as Owner Trustee
By:
---------------------------------------------------
Name:
Title:
10
