EXHIBIT 4.85
------------
AMENDMENT NO. 4
TO NOTE PURCHASE AGREEMENT
Dated as of December 12, 2002
This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT, dated as of December
12, 2002 (this "Amendment") is among RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware
corporation ("DTAG"), the entities party hereto as Conduit Purchasers ("Conduit
Purchasers"), the entities party hereto as Committed Purchasers ("Committed
Purchasers"), the entities party thereto as Managing Agents ("Managing Agents"),
and THE BANK OF NOVA SCOTIA ("Administrative Agent").
RECITALS:
A. RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers,
the Managing Agents and Bank One, NA, as administrative agent, entered into that
certain Note Purchase Agreement, dated as of December 15, 2000, as amended by
that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 20,
2001, by that certain Amendment No. 2 to Note Purchase Agreement, dated as of
January 31, 2002, by that certain Amendment No. 3 to Note Purchase Agreement,
dated as of April 16, 2002 and by that certain Addendum to Note Purchase
Agreement, dated as of August 15, 2002 (the "Note Purchase Agreement").
B. RCFC and the Trustee entered into that certain Series 2000-1
Supplement, dated as of December 14, 2000, as amended by that certain Amendment
No. 1 to Series 2000-1 Supplement dated as of April 20, 2001, by that certain
Amendment No. 2 to Series 2000-1 Supplement dated as of January 31, 2002, by
that certain Amendment No. 3 to Series 2000-1 Supplement dated as of April 16,
2002, , by that certain Amendment No. 4 to Series 2000-1 Supplement dated as of
August 12, 2002 and by that certain Amendment No. 5 to Series 2000-1 Supplement
dated as of August 15, 2002 (the "Supplement").
C. RCFC, Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System,
Inc. and DTAG entered into that certain Master Motor Vehicle Lease and Servicing
Agreement, dated as of March 4, 1998, as amended by that certain Amendment No. 1
to Master Motor Vehicle Lease and Servicing Agreement, dated as of November 19,
1998, by that certain Amendment No. 2 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of November 9, 2000, by that certain Amendment No.
3 to Master Motor Vehicle Lease and Servicing Agreement, dated as of December
14, 2000, by that certain Amendment No. 4 to Master Motor Vehicle Lease and
Servicing Agreement, dated as of December 31, 2001, and by that certain
Amendment No. 5 to Master Motor Vehicle Lease and Servicing Agreement, dated as
of January 31, 2002 (collectively, the "Master Lease");
D. Simultaneously herewith, RCFC and Trustee are entering into that
certain Amendment No. 6 to the Supplement (the "Supplement Amendment").
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E. Simultaneously herewith, RCFC, DTG Operations, Inc., formerly
known as Dollar Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc. and
DTAG are entering into that certain Amendment No. 6 to the Master Lease (the
"Lease Amendment" and, together with this Amendment and the Supplement
Amendment, the "Series 2000-1 Amendments").
F. The parties hereto wish to appoint The Bank of Nova Scotia as the
Administrative Agent under the Note Purchase Agreement, extend the Expiration
Date of the Note Purchase Agreement pursuant to Section 2.03 thereof and to
amend the Note Purchase Agreement as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment not herein
defined shall have the meaning contained in the Note Purchase Agreement. For
purposes of this Amendment, the following terms shall have the meanings set
forth below:
a. "Amendment Effective Date" means the date on which all conditions
precedent to the effectiveness of this Amendment, as set forth in Section 3
hereof, have been satisfied.
2. Amendments. Upon the terms and subject to the conditions set forth in
this Amendment and in reliance on the representations and warranties of the
parties hereto set forth in this Amendment, the parties hereto hereby agree to
the following amendments to the Note Purchase Agreement:
a. All references to "Dollar Rent A Car Systems, Inc." in the Note
Purchase Agreement and all agreements entered into in connection therewith shall
be deemed to be to "DTG Operations, Inc.".
b. Effective January 1, 2003, all references to "Thrifty Rent-A-Car
System, Inc." in its capacity as a Lessee or a Servicer under the Master Lease
in the Note Purchase Agreement and all agreements entered into in connection
therewith shall be deemed to be deleted in their entirety.
c. All references to "Bank One, NA", as Administrative Agent, shall
be deleted in their entirety and replaced with "The Bank of Nova Scotia". From
and after the effectiveness of this Amendment, Bank One, NA shall be released
from all of its obligations as Administrative Agent under the Note Purchase
Agreement and shall relinquish all of its rights as Administrative Agent
thereunder (other than any obligations arising prior to the date hereof). The
Bank of Nova Scotia is hereby appointed as successor Administrative Agent under
the Note Purchase Agreement (effective as of the date hereof) and each of the
parties hereto hereby grants its approval with respect to such appointment. The
Bank of Nova Scotia hereby assumes and agrees to perform each and every
obligation of the Administrative Agent under the Note Purchase Agreement,
whether previously incurred, now existing or to be performed after the date
hereof.
All references to "Bank One, NA", as Committed Purchaser and as
Managing Agent, "Bank One Ownership Group", "Falcon Asset Securitization
Corporation", "ING Capital Markets LLC", as Committed Purchaser and as Managing
Agent, "ING Ownership Group", and "Holland Limited Securitization, Inc." (the
"Released Entities") shall be deleted in their entirety. From and after the
effectiveness of this Amendment, the Released Entities shall be released from
all of their respective obligations in their respective capacities under the
Note Purchase Agreement and shall relinquish all of their respective rights
thereunder (other than any obligations arising prior to the date hereof).
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d. The definitions of "Expiration Date" and "Ownership Group" are
hereby amended in their entirety to read as follows:
"Expiration Date" means December 10, 2003, as such date may be
extended by agreement in writing of the parties hereto.
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) The Bank of Nova Scotia ("BNS"), Deutsche Bank, AG, acting
through its New York Branch ("Deutsche Bank"), Liberty Street Funding
Corp., and any other Conduit Purchaser administered by BNS or any of BNS's
Affiliates (the "BNS Ownership Group").
(ii) Dresdner Bank AG ("Dresdner"), Beethoven Funding
Corporation, and any other Conduit Purchaser administered by Dresdner or
any of Dresdner's Affiliates (the "Dresdner Ownership Group").
(iii) ABN AMRO Bank N.V. ("ABN"), Amsterdam Funding Corporation,
and any other Conduit Purchaser administered by ABN or any of ABN's
Affiliates (the "ABN Ownership Group").
(iv) Each Managing Agent and its related Conduit Purchasers
and Committed Purchasers as shall become parties hereto by execution of an
Addendum pursuant to Section 12.18 hereof (each an "Additional Ownership
Group").
By way of example and for avoidance of doubt, each of the BNS Ownership Group,
the Dresdner Ownership Group, the ABN Ownership Group and any Additional
Ownership Group is a separate Ownership Group. An assignee of a Committed
Purchaser shall belong, to the extent of such assignment, to the same Ownership
Group as the assigning Committed Purchaser. A Committed Purchaser may belong to
more than one Ownership Group at a time.
e. Section 11.06 is hereby amended in its entirety to read as
follows:
Section 11.06 Successor Agents. The Administrative Agent or any
Managing Agent may resign at any time by giving sixty days' written notice
thereof to the Purchasers, RCFC, the Master Servicer and the Trustee. The Master
Servicer, with or without cause, upon at least sixty (60) days prior written
notice to the Administrative Agent, the Purchasers, RCFC and the Trustee, may
remove and discharge the Administrative Agent (or any successor administrative
agent thereafter appointed) from the performance of its obligations under this
Agreement. Upon any such resignation or removal, the Purchasers shall have the
right to appoint a successor Administrative Agent, and such Managing Agent's
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Ownership Group shall have the right to appoint a successor Managing Agent, in
each case as approved by RCFC (which approval will not be unreasonably withheld,
conditioned or delayed). If no successor Administrative Agent or Managing Agent,
as the case may be, shall have been so appointed and shall have accepted such
appointment, within sixty days after the Administrative Agent's or Managing
Agent's giving of notice of resignation or receipt of notice of termination,
then the Administrative Agent or Managing Agent, as the case may be, may appoint
a successor Administrative Agent or Managing Agent. If such successor
Administrative Agent or Managing Agent, as the case may be, is not an Affiliate
of the resigning or terminated Administrative Agent or Managing Agent, as the
case may be, such successor Administrative Agent or Managing Agent, as the case
may be, shall be subject to RCFC's prior written approval (which approval will
not be unreasonably withheld, conditioned or delayed). Upon the acceptance of
any appointment as Administrative Agent or Managing Agent hereunder by a
successor Administrative Agent or Managing Agent, as the case may be, such
successor Administrative Agent or Managing Agent shall thereupon succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring or terminated Administrative Agent or Managing Agent, as the case may
be, and the retiring or terminated Administrative Agent or Managing Agent, as
the case may be, shall be discharged from its duties and obligations under this
Agreement. After any resignation or removal of the Administrative Agent or a
Managing Agent hereunder as Administrative Agent or Managing Agent, the
provisions of this Article XI shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent or a Managing
Agent, as the case may be, under this Agreement.
f. Schedule I of the Note Purchase Agreement is hereby amended in
its entirety as set forth in Exhibit A hereto.
g. Schedule II of the Note Purchase Agreement is hereby amended in
its entirety as set forth in Exhibit B hereto.
h. Schedule III of the Note Purchase Agreement is hereby amended in
its entirety as set forth in Exhibit C hereto.
3. Waiver of Section 2.03. Notwithstanding anything to the contrary in
the Note Purchase Agreement, RCFC hereby agrees to waive the provisions under
Section 2.03.
4. Conditions to Effectiveness. The effectiveness of this Amendment is
conditioned upon satisfaction of the following conditions precedent:
a. The Administrative Agent shall have received counterparts of the
Series 2000-1 Amendments signed by the parties hereto.
b. Each of the representations and warranties in the Amended Series
Documents (hereinafter defined) and in Sections 4 and 5 below shall be true and
correct in all material respects.
c. The Managing Agents shall have received copies of (i) an
Officer's Certificate certifying that the Certificate of Incorporation and
By-Laws of RCFC and DTAG have not changed since Xxxxx 00, 0000, (xx) board of
directors resolutions of RCFC and DTAG with respect to the transactions
contemplated by the Series 2000-1 Amendments and (iii) incumbency certificates
of RCFC and DTAG each certified by appropriate corporate authorities.
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d. The Managing Agents shall have received copies of (i) the
Certificate of Incorporation and By-Laws of Dollar, (ii) board of directors
resolutions of Dollar with respect to the transactions contemplated by the
Series 2000-1 Amendments and (iii) incumbency certificates of Dollar each
certified by appropriate corporate authorities.
e. Counsel to RCFC, DTAG and Dollar shall have delivered to the
Managing Agents favorable opinions, dated the date hereof and reasonably
satisfactory in form and substance to the Managing Agents and their counsel,
covering due authorization and such other matters as any Managing Agent shall
reasonably request.
f. Special New York counsel to RCFC and DTAG shall have delivered
favorable opinions, dated the date hereof and reasonably satisfactory in form
and substance to the Managing Agents and their counsel, covering enforceability
and such other matters as any Managing Agent shall reasonably request.
g. All Governmental Actions of all Governmental Authorities required
with respect to the transactions contemplated by the Series 2000-1 Amendments
shall have been obtained or made.
h. No Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default or event which, with the giving of notice or the
passage of time or both would constitute any of the foregoing, shall have
occurred or be continuing.
i. The Administrative Agent and Managing Agents shall have received
such other documents, instruments, certificates, opinions and approvals as it
may reasonably request.
5. Representations and Warranties of RCFC. RCFC hereby makes the
following representations and warranties to the Purchasers, the Managing Agents
and the Administrative Agent, as of the date hereof and as of the Amendment
Effective Date, and the Purchasers, the Managing Agents and the Administrative
Agent shall be deemed to have relied on such representations and warranties in
entering into this Amendment:
a. The performance of RCFC's obligations under the Series 2000-1
Amendments and the Series Documents, as amended by the Series 2000-1 Amendments
(the "Amended Series Documents"), and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any Lien (other than any Lien created by the
Amended Series Documents), charge or encumbrance upon any of the property or
assets of RCFC pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement or other material agreement or instrument to which it is bound or
to which any of its property or assets is subject, nor will such action result
in any violation of the provisions of its Certificate of Incorporation or
By-laws or any Governmental Rule applicable to RCFC.
b. No Governmental Action which has not been obtained is required
by or with respect to RCFC in connection with the execution and delivery of this
Amendment or the Supplement Amendment by RCFC or the consummation by RCFC of the
transactions contemplated hereby or thereby or by the Amended Series Documents.
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c. Each of this Amendment and the Supplement Amendment has been
duly authorized, executed and delivered by RCFC, and this Amendment, the
Supplement Amendment and the Amended Series Documents are the valid and legally
binding obligations of RCFC, enforceable against RCFC in accordance with their
respective terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.
d. There is no pending or, to RCFC's knowledge, threatened action,
suit or proceeding by or against RCFC before any Governmental Authority or any
arbitrator (i) with respect to this Amendment, the Supplement Amendment or any
Amended Series Document or any of the transactions contemplated herein or
therein, or (ii) with respect to RCFC which, in the case of any such action,
suit or proceeding with respect to RCFC, if adversely determined, would have a
material adverse effect on the ability of RCFC to perform its obligations
hereunder or thereunder.
6. Representations and Warranties of DTAG. DTAG hereby makes the
following representations and warranties to the Purchasers, the Managing Agents
and the Administrative Agent as of the date hereof and as of the Amendment
Effective Date, and the Purchasers and the Administrative Agent shall be deemed
to have relied on such representations and warranties in entering this
Amendment:
a. The performance of the obligations of DTAG under this Amendment
and the Amended Series Documents to which it is a party and the consummation of
the transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any Lien (other than any Lien
created by the Amended Series Documents), charge or encumbrance upon any of the
property or assets of DTAG pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument to which
it or any of its Affiliates is bound or to which any of its property or assets
is subject, nor will such action result in any violation of the provisions of
its Certificate of Incorporation or By-laws or any Governmental Rule applicable
to DTAG.
b. No Governmental Action which has not been obtained is required by
or with respect to DTAG in connection with the execution and delivery of this
Amendment by DTAG or the consummation by DTAG of the transactions contemplated
hereby.
c. This Amendment has been duly authorized, executed and delivered
by DTAG and is the valid and legally binding obligation of DTAG, enforceable
against DTAG in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity.
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d. There is no pending or, to the knowledge of DTAG, threatened
action, suit or proceeding by or against DTAG before any Governmental Authority
or any arbitrator (i) with respect to this Amendment or any Amended Series
Document to which it is a party or any of the transactions contemplated herein
or therein, or (ii) with respect to DTAG which, in the case of any such action,
suit or proceeding with respect to DTAG, if adversely determined, would have a
material adverse effect on the ability of DTAG to perform its obligations
hereunder or thereunder.
7. Reference to and Effect on Note Purchase Agreement.
a. Upon and after the effectiveness of this Amendment, each
reference in the Note Purchase Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Note Purchase Agreement, and
each reference in the Series Documents to "the Note Purchase Agreement", "the
Series 2000-1 Note Purchase Agreement", "thereunder", "thereof" or words of like
import referring to the Note Purchase Agreement, shall mean and be a reference
to the Note Purchase Agreement as modified hereby.
b. Except as specifically modified above, the Note Purchase
Agreement is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. The consents contained herein are limited
to the specific facts and circumstances set forth therein and shall not operate
as a waiver of, or a consent to any variation from, any other provision of the
Note Purchase Agreement or any of the Series Documents.
c. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Secured Party under any of the Series Documents, nor,
except as expressly provided herein, constitute a waiver or amendment of any
provision of any of the Series Documents.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
10. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
RENTAL CAR FINANCE CORP., as Seller
By:________________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., as Master Servicer
By:________________________________
Xxxxxx X. Xxxx
Treasurer
FALCON ASSET SECURITIZATION
CORPORATION, as a Conduit
Purchaser
By:________________________________
Name:
Title:
BANK ONE, NA, as a Committed
Purchaser and as the Managing
Agent for the Bank One Ownership
Group
By:________________________________
Name:
Title:
DEUTSCHE BANK, AG, New York Branch,
as a Committed Purchaser
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
LIBERTY STREET FUNDING CORP., as a
Conduit Purchaser
By:________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a
Committed Purchaser, as the
Managing Agent for the BNS
Ownership Group and as the
Administrative Agent
By:________________________________
Name:
Title:
BEETHOVEN FUNDING CORPORATION, as a
Conduit Purchaser
By:________________________________
Name:
Title:
DRESDNER BANK AG, as a Committed
Purchaser and as the Managing
Agent for the Dresdner Ownership
Group
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
HOLLAND LIMITED SECURITIZATION,
INC., as a Conduit Purchaser
By: ING Capital Markets LLC, as
attorney-in-fact
By:________________________________
Name:
Title:
ING CAPITAL MARKETS LLC, as a
Committed Purchaser and as the
Managing Agent for the ING
Ownership Group
By:________________________________
Name:
Title:
ABN AMRO BANK N.V., as a Committed
Purchaser and as the Managing
Agent for the ABN Ownership
Group
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
AMSTERDAM FUNDING CORPORATION, as a
Conduit Purchaser
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
EXHIBIT A
SCHEDULE I
ADDRESSES FOR NOTICE
In the case of RCFC:
-------------------
Rental Car Finance Corp.
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
In the case of the Master Servicer:
----------------------------------
Dollar Thrifty Automotive Group, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
In the case of the Administrative Agent:
---------------------------------------
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Facsimile: (000) 000-0000
In the case of the Conduit Purchasers:
-------------------------------------
Liberty Street Funding Corp.
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
With a copy to:
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
Ex. A-1
Beethoven Funding Corporation
x/x Xxxxxxxx Xxxx XX, Xxx Xxxx Branch
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Asset Backed Finance
Facsimile: (000) 000-0000
With a copy to:
Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
Amsterdam Funding Corporation
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx
Facsimile: (000) 000-0000
With a copy to:
ABN AMRO Bank N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000
In the case of the Committed Purchasers and the Managing Agents:
---------------------------------------------------------------
Deutsche Bank, AG, New York Branch
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxx
Facsimile: (000) 000-0000
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Last
Facsimile: (000) 000-0000
Ex. A-2
With a copy to:
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
Dresdner Bank AG
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Asset Backed Finance
Facsimile: (000) 000-0000
ABN AMRO Bank N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx Xxxxx
Facsimile: (000) 000-0000
Ex. A-3
EXHIBIT B
SCHEDULE II
GROUP FUNDING LIMITS
Ownership Group Group Funding Limit
--------------- -------------------
BNS Ownership Group One Hundred Twenty-five million dollars
($125,000,000)
Dresdner Ownership Group Seventy-five million dollars ($75,000,000)
ABN Ownership Group Fifty million dollars ($50,000,000)
Ex. B-1
EXHIBIT C
SCHEDULE III
PURCHASER PERCENTAGES
Purchaser
Managing Agent Conduit Purchaser Committed Purchaser Percentage
-------------- ----------------- ------------------- ----------
The Bank of Liberty Street Funding The Bank of Nova Scotia 30.0%
Nova Scotia Corp.
Deutsche Bank, AG 20.0%
Dresdner Bank AG Beethoven Funding Dresdner Bank 30.0%
Corporation
ABN AMRO Amsterdam Funding ABN AMRO Bank N.V. 20.0%
Bank N.V. Corporation
Ex. C-1
