Exhibit 10.4
AMENDMENT NO. 1
DATED AS OF JUNE 18, 2003
TO
SOLD SUBI SUPPLEMENT 1999-1B
TO ORIGINATION TRUST AGREEMENT
AMONG
RAVEN FUNDING LLC,
AS SETTLOR AND INITIAL BENEFICIARY,
PHH VEHICLE MANAGEMENT SERVICES, LLC,
AS UTI TRUSTEE AND SERVICER,
AND
WILMINGTON TRUST COMPANY,
AS DELAWARE TRUSTEE AND SUBI TRUSTEE
DATED AS OF JUNE 30, 1999
AMENDMENT NO. 1, dated as of June 18, 2003 (the "Amendment No. 1"), to
SOLD SUBI SUPPLEMENT 1999-1B to ORIGINATION TRUST AGREEMENT, dated as of June
30, 1999, among Raven Funding LLC, a special purpose limited liability company
established under the laws of Delaware ("SPV"), as Settlor and Initial
Beneficiary, PHH Vehicle Management Services, LLC, a limited liability company
established under the laws of Delaware ("VMS"), as UTI Trustee and Servicer, and
Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, (the "Trustee").
W I T N E S S E T H:
WHEREAS, the SPV, VMS and the Trustee are parties to a Sold SUBI
Supplement 1999-1B to Origination Trust Agreement, dated as of June 30, 1999
(the "Fleet Receivable SUBI Supplement");
WHEREAS, the SPV, VMS and the Trustee desire to amend certain terms of
the Fleet Receivable SUBI Supplement; and
WHEREAS, the SPV, VMS and the Trustee have duly authorized the
execution and delivery of this Amendment No. 1.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Fleet Receivable
SUBI Supplement be amended and supplemented as follows:
SECTION 1: CERTAIN DEFINED TERMS
Certain capitalized terms used herein, and not defined herein, shall
have the respective meanings assigned to such terms in the Fleet Receivable SUBI
Supplement, as the same may be amended, supplemented or otherwise modified from
time to time.
SECTION 2: AMENDMENT TO SECTION 11.3(c) OF THE FLEET RECEIVABLE SUBI
SUPPLEMENT
Section 11.3(c) is hereby replaced in its entirety by the following
new Section 11.3(c):
"(c) The Class X 1999-1B Sold SUBI Certificate represents the right to
the Class X 1999-1B Invested Amount and the Class Y 1999-1B Sold SUBI
Certificate represents the right to the Class Y 1999-1B Invested
Amount, after the holder of the Class X 1999-1B Sold SUBI Certificate
shall have received the Class X 1999-1B Invested Amount. For the
purposes of this 1999-1B Sold SUBI Supplement, (i) "Class X 1999-1B
Invested Amount" means for each Monthly Period, an amount equal to the
lesser of (x) $120,000,000 and (y) the Aggregate Receivables Amount as
of the close of business on the first day of such Monthly Period, (ii)
"Class Y 1999-1B Invested Amount" means, for any Monthly Period, an
amount equal to the excess, if any, of (x) the Aggregate Receivables
Amount as of the close of business on the first day of such Monthly
Period over
(y) $120,000,000, and (iii) the "Aggregate Receivables Amount" as of
any date is equal to the sum for all Eligible Receivables held by the
Trust on such date of the amounts owing by the Obligors thereunder as
of such date. A list identifying the Obligors with respect to the
Fleet Receivables as of June, 24, 1999 is attached hereto as Schedule
I. The UTI Trustee hereby identifies and allocates as 1999-1B Sold
SUBI Assets such portfolio of SUBI Assets, such SUBI Assets to be
identified on the books and accounts of the Origination Trust as
belonging exclusively to the 1999-1B Sold SUBI Portfolio."
SECTION 3: MISCELLANEOUS
Section 3.1: Duplicate Originals. The parties may sign any number of
copies of this Amendment No. 1. One signed copy is enough to prove this
Amendment No. 1.
Section 3.2: Ratification and Effect. The Fleet Receivable SUBI
Supplement, as amended and supplemented by this Amendment No. 1, is in all
respects ratified and confirmed, shall continue to be in full force and effect,
and shall be read, taken and construed as one and the same instrument.
Section 3.3: GOVERNING LAW. THIS AMENDMENT NO. 1 AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.
Section 3.4: Headings. The various headings in this Amendment No. 1
are for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Amendment No. 1.
Section 3.5: Counterparts. This Amendment No. 1 may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
Section 3.6: Severability of Provisions. If any one or more of the
covenants, agreement, provisions or terms of this Amendment No. 1 shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed enforceable to the fullest extent permitted, and if not
so permitted, shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Amendment No. 1 and shall in no way
affect the validity or enforceability of the other provisions of this Amendment
No. 1.
-2-
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1
to be duly executed as of the day and year first written above.
RAVEN FUNDING LLC
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Manager
CHESAPEAKE FUNDING LLC, as holder of the
Class X 1999-1B Sold SUBI Certificate
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Manager
JPMORGAN CHASE BANK, as pledgee of the
Class X 1999-1B Sold SUBI Certificate
By: /s/ Xxxxxx Xxx
-----------------------------------------------
Trust Officer
PHH Vehicle Management Services, LLC, as UTI
Trustee
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Senior Vice President and Assistant
Secretary
Wilmington Trust Company, as Delaware Trustee
and SUBI Trustee
By: /s/ Xxxxxxxx X. Xxxx
-----------------------------------------------
Financial Services Officer
