Exhibit 4.1
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DAIMLERCHRYSLER MASTER OWNER TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
SERIES 2006-A INDENTURE SUPPLEMENT
dated as of November 1, 2006
to
AMENDED AND RESTATED INDENTURE
dated as of December 16, 2004
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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...........................................................................11
Section 1.03. Counterparts............................................................................11
Section 1.04. Ratification of Indenture...............................................................11
ARTICLE II
THE SERIES 2006-A NOTES
Section 2.01. Creation and Designation................................................................11
Section 2.02. Form of Delivery; Depository; Denominations.............................................11
Section 2.03. Delivery and Payment....................................................................12
Section 2.04. ERISA Restrictions......................................................................12
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.01. Allocations of Series 2006-A Available Interest Amount..................................12
Section 3.02. Amounts to be Treated as Series 2006-A Available Interest Amount; Other Deposits
to the Interest Funding Account.........................................................13
Section 3.03. Allocations of Reductions from Investor Charge-Offs to the Overcollateralization
Amount and the Nominal Liquidation Amount of the Series 2006-A Notes....................14
Section 3.04. Allocations of Reimbursements of Nominal Liquidation Amount Deficit and
Overcollateralization Amount Deficit....................................................14
Section 3.05. Application of Series 2006-A Available Principal Amount.................................15
Section 3.06. Computation of Reductions to the Nominal Liquidation Amount of the Series 2006-A
Notes and the Overcollateralization Amount from Reallocations of Series 2006-A
Available Principal Amounts.............................................................15
Section 3.07. Targeted Deposits of Series 2006-A Available Principal Amounts to the Principal
Funding Account.........................................................................16
Section 3.08. Amounts to be Treated as Series 2006-A Available Principal Amounts; Other
Deposits to Principal Funding Account...................................................16
Section 3.09. Withdrawals from Interest Funding Account...............................................17
Section 3.10. Withdrawals from Principal Funding Account..............................................17
Section 3.11. Limit on Repayment of the Series 2006-A Notes...........................................17
Section 3.12. Calculation of Nominal Liquidation Amount of Series 2006-A Notes and
Overcollateralization Amount............................................................18
Section 3.13. Netting of Deposits and Payments........................................................19
Section 3.14. Payments to Noteholders.................................................................20
Section 3.15. Exercise of Put Feature; Sale of Receivables for Accelerated Notes......................20
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Section 3.16. Calculation Agent; Determination of LIBOR...............................................22
Section 3.17. Excess Available Interest Amounts Sharing...............................................23
Section 3.18. Excess Available Principal Amounts Sharing..............................................23
Section 3.19. Computation of Interest.................................................................24
Section 3.20. Variable Accumulation Period............................................................24
Section 3.21. Payments to the Issuer..................................................................24
Section 3.22. Payment Instructions and Monthly Noteholders' Report....................................24
ARTICLE IV
EARLY REDEMPTION OF NOTES
Section 4.01. Early Redemption Events.................................................................25
ARTICLE V
ACCOUNTS AND INVESTMENTS
Section 5.01. Accounts................................................................................27
EXHIBITS
EXHIBIT A FORM OF SERIES 2006-A NOTE
EXHIBIT B FORM OF SERIES 2006-A SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C FORM OF SERIES 2006-A SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
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This SERIES 2006-A 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 Deutsche Bank Trust Company Delaware, as Owner Trustee, 0000
Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, and THE BANK OF NEW YORK, a
New York banking corporation (the "Indenture Trustee"), is made and entered into
as of November 1, 2006.
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 Sale and Servicing Agreement;
(3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles;
(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 2006-A Notes and no other Series of
Notes issued by the Issuer;
(7) "including" and words of similar import will be deemed to be
followed by "without limitation"; and
(8) "or" is not exclusive.
"Accumulation Period" means, with respect to the Series 2006-A Notes,
the period from and including the Accumulation Period Commencement Date to but
excluding the earlier of (i) the Series 2006-A Termination Date and (ii) the day
on which an Early Redemption Period commences.
"Accumulation Period Commencement Date" means June 1, 2009 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 2006-A
Expected Principal Payment Date.
"Adjusted Outstanding Dollar Principal Amount" means, with respect to
the Series 2006-A Notes, the Outstanding Dollar Principal Amount of the Series
2006-A Notes less (i) any funds (other than investment earnings) in the
Principal Funding Account and (ii) any amount (other than investment earnings)
in the Excess Funding Account that is allocable to Series 2006-A.
"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 2006-A Notes
is determined to be less than five months pursuant to Section 3.20, the
Controlled Accumulation Amount for any Payment Date relating to the Accumulation
Period will be an amount equal to (i) the Outstanding Dollar Principal Amount of
the Series 2006-A Notes as of the Accumulation Period Commencement Date, divided
by (ii) the Accumulation Period Length after given effect to any extension of
the Revolving Period pursuant to Section 3.20.
"Controlled Deposit Amount" means, with respect to any Payment Date
relating to the Accumulation Period, the excess of (i) the Controlled
Accumulation Amount for such Payment Date over (ii) any funds in the Excess
Funding Account that are allocable to Series 2006-A 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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"DCFS" means DaimlerChrysler Financial Services Americas LLC, a
Michigan limited liability company, and its successors and permitted assigns.
DCFS is the successor by merger on January 1, 2006 to DaimlerChrysler Services
North America LLC ("DCS").
"Dealer Overconcentration" is defined in the Sale and Servicing
Agreement.
"Defaulted Amount" is defined in the Sale and Servicing Agreement.
"Determination Date" is defined in the Sale and Servicing Agreement.
"Early Redemption Event" means, with respect to the Series 2006-A
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 2006-A
Notes, the period from and including the date on which an Early Redemption Event
occurs to but excluding the earlier of (i) the Series 2006-A 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.
"Excess Funding Account" is defined in Section 402(b) 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 2006-A 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 Issuer, unless any
Insolvency Event relating to DCWR or the Servicer has
occurred.
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"Indenture" means the Amended and Restated Indenture, dated as of
December 16, 2004, between the Issuer and The Bank of New York, as Indenture
Trustee, as amended, restated and supplemented from time to time.
"Initial Cut-Off Date" is defined in the Sale and Servicing Agreement.
"Initial Dollar Principal Amount" means, with respect to the Series
2006-A Notes, $1,000,000,000.
"Insolvency Event" means, with respect to any specified Person:
(i) such Person shall file a petition commencing a voluntary case under
any chapter of the Federal bankruptcy laws; or such Person 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
such Person 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 such Person 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; or
(ii) any order for relief against such Person 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 such Person 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 such Person 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.
"Interest Collections" is defined in the Sale and Servicing Agreement.
"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 December 15, 2006.
"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.
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"Investor Charge-Off" means, with respect to any Payment Date, the
aggregate amount, if any, by which the Series 2006-A Investor Default Amount, if
any, for the preceding Monthly Period exceeds the Series 2006-A Available
Interest Amount for such Payment Date available after giving effect to clauses
(a), (b) and (c) of Section 3.01.
"Issuance Date" means December 21, 2006.
"Legal Maturity Date" means the Payment Date in November 2011.
"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.
"Miscellaneous Payments" is defined in the Sale and Servicing
Agreement.
"Monthly Payment Rate" is defined in the Sale and Servicing Agreement.
"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 2006-A Cut-Off Date and
ending on and including November 30, 2006. The Monthly Period is the same as the
Collection Period.
"Nominal Liquidation Amount of the Series 2006-A Notes" means, with
respect to the Series 2006-A Notes, the amount calculated pursuant to Section
3.12(a).
"Nominal Liquidation Amount Deficit" means, with respect to the Series
2006-A Notes, the excess of (i) the Adjusted Outstanding Dollar Principal Amount
of the Series 2006-A Notes over (ii) the Nominal Liquidation Amount of the
Series 2006-A Notes.
"Note Rating Agency" means, with respect to the Series 2006-A Notes,
each of Xxxxx'x, Standard & Poor's and Fitch.
"Overcollateralization Amount" means, with respect to the Series 2006-A
Notes, the amount calculated pursuant to Section 3.12(b).
"Overcollateralization Amount Deficit" means, with respect to the
Series 2006-A 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
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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.
"Overconcentration Amount" is defined in the Sale and Servicing
Agreement.
"Owner Trustee" means Deutsche Bank Trust Company Delaware, a Delaware
banking corporation, in its capacity as "Owner Trustee" under the Trust
Agreement, and any successor thereto in such capacity under the Trust Agreement.
Deutsche Bank Trust Company Delaware is the successor Owner Trustee under the
Trust Agreement to Chase Bank USA, National Association (formerly Chase
Manhattan Bank USA, National Association).
"Paying Agent" means, initially, the Indenture Trustee.
"Payment Date" means, with respect to the Series 2006-A 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 2006-A Note Interest Rate.
"Plan" means, collectively, employee benefit plans and other plans and
arrangements that are subject to ERISA, Section 4975(e)(1) of the Code
(including individual retirement accounts) or any Similar Law.
"Primary Overcollateralization Amount" means, with respect to the
Series 2006-A 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 2006-A Notes at the
Issuance Date.
"Principal Collections" is defined in the Sale and Servicing Agreement.
"Principal Funding Account" means the trust account designated as such
and established pursuant to Section 5.01(a).
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"Principal Payment Date" means, with respect to the Series 2006-A
Notes, the Series 2006-A Expected Principal Payment Date or, upon the
acceleration of the Series 2006-A 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 2006-A Notes, the right
of the Holders to put the Series 2006-A 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 Second Amended and Restated
Receivables Purchase Agreement, dated as of December 16, 2004, between DCFS (as
successor by merger to 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 2006-A
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
Principal Collections.
"Record Date" means, with respect to any Payment Date, (i) if the
Series 2006-A Notes are Global Notes, the day immediately preceding such Payment
Date and (ii) if the Series 2006-A 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 2006-A 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 2006-A Notes, the
period from the close of business on the Series 2006-A Cut-Off Date to but
excluding the earlier of (i) the Accumulation Period Commencement Date and (ii)
the day on which an Early Redemption Period commences. The Revolving Period,
however, may recommence upon the termination of an Early Redemption Period
pursuant to Section 4.01.
"Sale and Servicing Agreement" means the Amended and Restated Sale and
Servicing Agreement, dated as of November 28, 2006, among DCWR, as Seller, DCFS
(as successor by merger to DCS), as Servicer, and the Issuer, as amended,
restated and supplemented from time to time.
"Series 2006-A Account" is defined in Section 5.01(a).
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"Series 2006-A Available Amount" means, with respect to any Payment
Date, the sum of the Series 2006-A Available Interest Amount and the Series
2006-A Available Principal Amount for such Payment Date.
"Series 2006-A Available Interest Amount" means, with respect to any
Payment Date, the sum of (a) the Interest Collections with respect to the
preceding Collection Period that are allocated to Series 2006-A pursuant to
Section 501 of the Indenture and (b) any amounts to be treated as part of the
Series 2006-A Available Interest Amount pursuant to Section 3.02(a).
"Series 2006-A 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 2006-A Available Interest Amount (excluding amounts to be
treated as part of the Series 2006-A 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 2006-A Available Interest Amount Shortfall if the Note
Rating Agencies confirm in writing that the amendment or modification will not
cause a Ratings Effect.
"Series 2006-A Available Principal Amount" means, with respect to any
Payment Date, the sum of (a) the Principal Collections with respect to the
preceding Collection Period that are allocated to Series 2006-A pursuant to
Section 502 of the Indenture, (b) any amounts to be treated as part of the
Series 2006-A Available Principal Amount pursuant to Section 3.01(d), 3.01(e) or
3.18(a) and (c) the Series 2006-A Miscellaneous Payments with respect to such
Payment Date.
"Series 2006-A 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 2006-A
Available Principal Amount (excluding amounts to be treated as part of the
Series 2006-A 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
2006-A Available Principal Amount Shortfall if the Note Rating Agencies confirm
in writing that the amendment or modification will not cause a Ratings Effect.
"Series 2006-A Cut-Off Date" means October 31, 2006.
"Series 2006-A EFA Earnings" means, with respect to each Payment Date,
the amount of investment earnings on funds in the Excess 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 that is
allocable to the Series 2006-A Notes pursuant to Section 4.06(c) of the Sale and
Servicing Agreement.
"Series 2006-A Expected Principal Payment Date" means the Payment Date
in November 2009.
"Series 2006-A Floating Allocation Percentage" means, with respect to
any Collection Period, the percentage equivalent (which shall never exceed 100%)
of a fraction, the numerator of which is the Series 2006-A Nominal Liquidation
Amount as of the last day of the
8
immediately preceding Collection Period and the denominator of which is the Pool
Balance as of such last day; provided, however, that, with respect to the
November 2006 Collection Period, the Series 2006-A Floating Allocation
Percentage shall be the percentage equivalent of a fraction, the numerator of
which is the Series 2006-A Nominal Liquidation Amount on the Issuance Date and
the denominator of which is the Pool Balance on the Series 2006-A Cut-Off Date.
"Series 2006-A Investor Default Amount" means, with respect to any
Payment Date, the product of the Defaulted Amount with respect to the
immediately preceding Collection Period and the Series 2006-A Floating
Allocation Percentage for such Collection Period.
"Series 2006-A Miscellaneous Allocation Percentage" means, with respect
to any Collection Period, the percentage equivalent (which shall never exceed
100%) of a fraction, the numerator of which is the Series 2006-A Nominal
Liquidation Amount as of the last day of the immediately preceding Collection
Period and the denominator of which sum of the series nominal liquidation
amounts for all outstanding series of Notes (including Series 2006-A) as of such
last day.
"Series 2006-A Miscellaneous Payments" means, with respect to any
Payment Date, the product of the Miscellaneous Payments with respect to the
immediately preceding Collection Period and the Series 2006-A Miscellaneous
Allocation Percentage for such Collection Period.
"Series 2006-A Monthly Interest" is defined in Section 3.01(b).
"Series 2006-A Nominal Liquidation Amount" means, at the time of
determination, the amount equal to the sum of (i) the Nominal Liquidation Amount
of the Series 2006-A Notes at such time and (ii) the Overcollateralization
Amount at such time. The initial Series 2006-A Nominal Liquidation Amount is
$1,098,901,099.
"Series 2006-A 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 0.03%.
"Series 2006-A Noteholder" means a Person in whose name a Series 2006-A
Note is registered in the Note Register.
"Series 2006-A 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 2006-A Principal Allocation Percentage" means, with respect to
any Collection Period, the percentage equivalent (which shall never exceed 100%)
of a fraction, the numerator of which is the Series 2006-A 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
Accumulation Period or Early Redemption Period) and the denominator of which is
the greater of (i) the Pool Balance as of the last day of the immediately
preceding Collection Period and (ii) the sum of the numerators used to calculate
the percentages for
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allocating Principal Collections to all outstanding series of notes (including
the Series 2006-A Notes) for such Collection Period; provided, however, that,
with respect to the November 2006 Collection Period, the Series 2006-A Principal
Allocation Percentage shall be the percentage equivalent of a fraction, the
numerator of which is the Series 2006-A Nominal Liquidation Amount on the
Issuance Date and the denominator of which is the Pool Balance on the Series
2006-A Cut-Off Date; provided, further, that, with respect to that portion of
any Collection Period that comes after the date on which any early redemption
event (in respect of which the early redemption period is not terminated and the
revolving period recommenced) in respect of a series of Notes occurs, the Series
2006-A Principal Allocation Percentage shall reset for such portion of the
Collection Period using the greater of (i) the Pool Balance as of the close of
business on the date on which the early redemption event occurs and (ii) the sum
of the numerators used to calculate the percentages for allocating Principal
Collections to all outstanding series of notes (including the Series 2006-A
Notes) for such portion of the Collection Period.
"Series 2006-A Servicing Fee" means, with respect to any Payment Date,
the portion of the Servicing Fee for such Payment Date allocable to the Series
2006-A Notes in an amount equal to the product of (i) the Monthly Servicing Fee
Rate and (ii) the Series 2006-A Nominal Liquidation Amount as of the last day of
the immediately preceding Collection Period.
"Series 2006-A Termination Date" means the earliest to occur of (i) the
Principal Payment Date on which the Outstanding Dollar Principal Amount of the
Series 2006-A 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.
"Shared Excess Available Interest Amount" means, with respect to any
Payment Date with respect to any series of Notes, either (i) the Series 2006-A
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 2006-A 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."
"Similar Law" means any federal, state, local or foreign law that is
substantially similar to Section 406 of ERISA, Section 4975 of the Code or the
provisions under which the assets of an entity may be deemed to include plan
assets.
"Stated Principal Amount" means, with respect to the Series 2006-A
Notes, $1,000,000,000.
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"Telerate Page 3750" means the display page so designated on the
Moneyline Telerate Service (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) as reported by Bloomberg Financial Markets Commodities News.
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 2006-A 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 Floating Rate Auto Dealer Loan Asset Backed Notes, Series
2006-A" or the "Series 2006-A Notes." The Series 2006-A Notes will be issued in
one class.
(b) The Series 2006-A Notes shall not be subordinated to any other
series of Notes.
SECTION 2.02. Form of Delivery; Depository; Denominations.
(a) The Series 2006-A 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 2006-A Notes shall be The Depository
Trust Company, and the Series 2006-A Notes shall initially be registered in the
name of Cede & Co., its nominee.
11
(c) The Series 2006-A 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 2006-A Notes to the Indenture Trustee for authentication, and
the Indenture Trustee shall deliver the Series 2006-A Notes when authenticated,
each in accordance with Section 303 of the Indenture. All proceeds from the
issuance and sale of the Series 2006-A Notes shall be distributed by the Issuer
in respect of the Seller's Certificates pursuant to the Trust Agreement.
SECTION 2.04. ERISA Restrictions. The Series 2006-A Notes may not be
purchased with the assets of a Plan if DCFS, DCWR, an underwriter for the Series
2006-A Notes, the Indenture Trustee, the Owner Trustee or any of their
Affiliates (i) has investment or administrative discretion with respect to those
plan assets, (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, unless an individual or class prohibited transaction
exemption applies. By accepting an interest in a Series 2006-A Note, each owner
or holder of such interest shall be deemed to represent that its acquisition and
ownership of the Series 2006-A Notes do not violate the foregoing restrictions.
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
SECTION 3.01. Allocations of Series 0000-X Xxxxxxxxx Xxxxxxxx Xxxxxx.
Xx each Payment Date, the Indenture Trustee will apply the Series 2006-A
Available Interest Amount as follows:
(a) first, if neither DCFS nor any of its Affiliates is the Servicer,
to pay the Series 2006-A Servicing Fee, plus any previously due and unpaid
Series 2006-A 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 2006-A Note Interest Rate applicable to the related
Interest Period, times (C) the Outstanding Dollar Principal Amount of the Series
2006-A Notes determined as of the Record Date preceding the related Payment Date
(the "Series 2006-A 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
2006-A Noteholders pursuant to this Section 3.01(b) in respect of such prior
Interest Periods, together with interest at the Series 2006-A Note Interest Rate
on such delinquent amount, to the extent permitted by applicable law;
12
(c) third, if DCFS or any of its Affiliates is the Servicer, to pay the
Series 2006-A Servicing Fee plus any previously due and unpaid Series 2006-A
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 2006-A Available
Principal Amount for application in accordance with Section 3.05 in an amount
equal to the Series 2006-A Investor Default Amount, if any, for the preceding
Monthly Period;
(e) fifth, to be treated as part of the Series 2006-A 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
2006-A Servicing Fee that had been waived by the Servicer in its sole
discretion, with the remaining Series 2006-A 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 for distribution in respect of the Seller's
Certificates pursuant to the Trust Agreement.
SECTION 3.02. Amounts to be Treated as Series 2006-A 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 2006-A Available Interest Amount.
In addition to the Interest Collections allocated to Series 2006-A pursuant to
Section 501 of the Indenture, the following amounts shall be treated as part of
the Series 2006-A 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 4.04(d) of the Sale and Servicing Agreement,
will be treated as part of the Series 2006-A Available Interest Amount for
the related Payment Date.
(ii) Account Earnings. Any PFA Earnings and any Series 2006-A EFA
Earnings for any Payment Date will be treated as part of the Series 2006-A
Available Interest Amount for such Payment Date.
(iii) Shared Excess Available Interest Amounts. Any Shared Excess
Available Interest Amounts allocable to Series 2006-A will be treated as
part of the Series 2006-A 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 2006-A Notes will be
deposited into the Interest Funding Account on the date of receipt by the
Issuer.
13
SECTION 3.03. Allocations of Reductions from Investor Charge-Offs to
the Overcollateralization Amount and the Nominal Liquidation Amount of the
Series 2006-A 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 2006-A 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 2006-A
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 2006-A 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 2006-A Notes (computed prior to giving effect
to such Investor Charge-Off and any reallocations of Series 2006-A Available
Principal Amount on such date). In such case, the Nominal Liquidation Amount of
the Series 2006-A Notes will be reduced by an amount equal to the portion of
such Investor Charge-Off that is allocated to the Series 2006-A Notes pursuant
to this clause (b); provided, however, that no such allocation will reduce the
Nominal Liquidation Amount of the Series 2006-A 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 2006-A Available Interest Amount available pursuant to
Section 3.01(e) to reimburse 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 2006-A
Notes, but in no event will the Nominal Liquidation Amount of the Series 2006-A
Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the
Series 2006-A 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.
14
SECTION 3.05. Application of Series 2006-A Available Principal Amount.
On each Payment Date, the Indenture Trustee will apply the Series 2006-A
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 2006-A 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 2006-A 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 2006-A Nominal Liquidation Amount (determined after
giving effect to the application of the Investor Charge-Off pursuant to
Section 3.03);
(b) second, if Series 2006-A is in its Accumulation Period or an Early
Redemption Period, (i) any remaining Series 2006-A 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 2006-A 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 2006-A is not in its Accumulation Period or an
Early Redemption Period, any remaining Series 2006-A 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
2006-A Notes has been reduced to zero on or before such Payment Date, the
remaining Series 2006-A Available Principal Amount (after giving effect to
clauses (a), (b) and (c)) shall be released to the Issuer for distribution in
respect of the Seller's Certificates pursuant to the Trust Agreement.
SECTION 3.06. Computation of Reductions to the Nominal Liquidation
Amount of the Series 2006-A Notes and the Overcollateralization Amount from
Reallocations of Series 2006-A Available Principal Amounts.
(a) Each reallocation of a portion of the Series 2006-A 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 2006-A 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 2006-A Notes; provided, however, that the
amount of such reduction shall not exceed the Nominal Liquidation Amount of
15
the Series 2006-A Notes (after giving effect to any reductions pursuant to
Section 3.03 for Investor Charge-Offs).
SECTION 3.07. Targeted Deposits of Series 2006-A Available Principal
Amounts to the Principal Funding Account. The Series 2006-A 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 higher amount determined pursuant to either of such
clauses, plus (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 2006-A 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
2006-A Available Principal Amount on such date).
(a) Controlled Accumulation Period. Subject to Section 3.07(b), with
respect to each Payment Date relating to the Accumulation Period (including,
without limitation, the Series 2006-A Expected Principal Payment Date), the
targeted deposit to be made into the Principal Funding Account shall be the
Controlled Deposit Amount for such Payment Date.
(b) Event of Default, Early Redemption Event, Other Optional or
Mandatory Redemption. If the Series 2006-A 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 2006-A 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 2006-A
Notes, the targeted deposit for the Series 2006-A Notes with respect to the
Payment Date following such Monthly Period and each following Payment Date shall
equal the Nominal Liquidation Amount of the Series 2006-A 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).
SECTION 3.08. Amounts to be Treated as Series 2006-A 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 2006-A Available Principal Amount.
In addition to the Principal Collections allocated to the Series 2006-A pursuant
to Section 502 of the Indenture and any Series 2006-A Miscellaneous Payments,
any portion of the Series 2006-A Available Interest Amount that is allocated
pursuant to Section 3.01(d) or 3.01(e) shall be treated as part of the Series
2006-A 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 2006-A 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 4.06(d) of the Sale and Servicing
Agreement that is
16
allocable to Series 2006-A will be deposited into the Principal Funding Account
on such date of withdrawal 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 2006-A 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 2006-A Notes. On each Interest Payment Date,
any amount on deposit in the Interest Funding Account for the Series 2006-A
Notes shall be paid to the Paying Agent.
(b) Payment to the Issuer. After payment in full of the Series 2006-A
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 2006-A 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 2006-A 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 2006-A
Notes, any remaining amount on deposit in the Principal Funding Account will be
paid to the Issuer.
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 2006-A Notes. No amounts
on deposit in the Principal Funding Account will be applied to pay principal of
the Series 2006-A Notes in excess of the Outstanding Dollar Principal Amount of
the Series 2006-A Notes.
17
SECTION 3.12. Calculation of Nominal Liquidation Amount of Series
2006-A Notes and Overcollateralization Amount.
(a) On or prior to each Payment Date the Issuer shall calculate the
Nominal Liquidation Amount of the Series 2006-A Notes, which shall be the
following amount:
(i) as of the Issuance Date, the Initial Dollar Principal Amount of the
Series 2006-A Notes; and
(ii) thereafter, an amount equal to, without duplication:
(A) the Nominal Liquidation Amount of the Series 2006-A 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 2006-A Notes pursuant to
Section 3.04(a) since the prior date of determination; minus
(C) the share of all reallocations of the Series 2006-A Available
Principal Amount pursuant to Section 3.05(a) that is allocated to the
Nominal Liquidation Amount of the Series 2006-A 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 2006-A 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 2006-A; plus
(G) the amount (other than investment earnings) withdrawn from the
Excess Funding Account since the prior date of determination in
connection with the purchase of additional Principal Receivables that
is allocable to Series 2006-A;
provided, however, that (1) the Nominal Liquidation Amount of the Series 2006-A
Notes may never be less than zero, (2) the Nominal Liquidation Amount of the
Series 2006-A Notes may never be greater than the Adjusted Outstanding Dollar
Principal Amount of the Series 2006-A Notes and (3) if the Series 2006-A Notes
have caused a sale of Receivables pursuant to Section 3.15, then the Nominal
Liquidation Amount of the Series 2006-A Notes will be zero.
18
(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 Issuance Date, $98,901,099; and
(ii) thereafter, an amount equal to, without duplication:
(A) the product of (i) the Series 2006-A Overcollateralization
Percentage times (ii) the Nominal Liquidation Amount of the Series 2006-A
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 2006-A 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 2006-A
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
2006-A Notes has been reduced to zero, the Overcollateralization Amount shall be
zero.
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.
19
SECTION 3.14. Payments to Noteholders.
(a) All payments of principal, interest or other amounts to Holders of
the Series 2006-A Notes will be made pro rata based on the Stated Principal
Amount of their Series 2006-A Notes.
(b) Any installment of interest or principal, if any, payable on any
Series 2006-A 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 2006-A 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 2006-A 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 2006-A Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Series 2006-A
Termination Date.
SECTION 3.15. Exercise of Put Feature; Sale of Receivables for
Accelerated Notes.
(a) If (i) an Early Redemption Event specified in Section 4.01(3) of
this Indenture Supplement occurs or (ii) the Series 2006-A Notes have been
accelerated pursuant to Section 702 of the Indenture following an Event of
Default, each Holder of a Series 2006-A Note may notify the Indenture Trustee
that it desires to exercise the Put Feature in respect of its Series 2006-A
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 2006-A Notes evidencing at least 90% of the
Outstanding Dollar Principal Amount of the Series 2006-A Notes have
notified the Indenture Trustee that they desire to exercise the Put Feature
in respect of their Series 2006-A Notes; or
(ii) the Majority Holders of the Series 2006-A Notes have notified the
Indenture Trustee that they desire to exercise the Put Feature in respect
of their Series 2006-A Notes and the net proceeds of the sale of
Receivables pursuant to such exercise (as described below) plus amounts on
deposit in the Principal Funding Account would be sufficient to pay all
amounts due on the Series 2006-A Notes; or
(iii) (A) the Indenture Trustee determines that the funds to be
allocated to the Series 2006-A Notes, including (1) Series 2006-A Available
Interest Amounts and Series 2006-A Available Principal Amounts and (2)
amounts on deposit in the Principal
20
Funding Account, may not be sufficient on an ongoing basis to make payments
on the Series 2006-A Notes as such payments would have become due if such
obligations had not been declared due and payable and (B) Holders of Series
2006-A Notes evidencing at least 66 2/3% of the Outstanding Dollar
Principal Amount of the Series 2006-A Notes have notified the Indenture
Trustee that they desire to exercise the Put Feature in respect of their
Series 2006-A 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 2006-A
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 Issuer to sell Principal Receivables and the related
Non-Principal Receivables (or interests therein) in an amount up to the Series
2006-A Nominal Liquidation Amount plus any past due interest on the Series
2006-A Notes. The proceeds of such sale shall be applied in accordance with
Section 706 of the Indenture. The Holders of the Series 2006-A Notes shall
maintain their rights in their Series 2006-A Notes until such sale proceeds have
been applied in accordance with Section 706 of the Indenture and shall present
their Series 2006-A 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 2006-A 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 Issuer to sell Principal Receivables and the related
Non-Principal Receivables on the Legal Maturity Date in an amount up to the
Series 2006-A Nominal Liquidation Amount plus any past due interest on the
Series 2006-A Notes; it being understood for the avoidance of doubt that in no
event shall the amount of Principal Receivables so sold by the Issuer exceed the
Series 2006-A Nominal Liquidation Amount.
(c) Sales proceeds received with respect to the Series 2006-A 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 2006-A
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 2006-A Notes pursuant to Section 503 of the Indenture, will be
treated as part of the Series 2006-A Available Interest Amount.
21
SECTION 3.16. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Series 2006-A
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
United 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 2006-A 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 2006-A Noteholder from time to time.
(d) On each LIBOR Determination Date, the Calculation Agent shall send
to the Indenture Trustee, the Servicer and the Seller, by facsimile
transmission, notification of LIBOR for the following Interest Period.
22
SECTION 3.17. Excess Available Interest Amounts Sharing.
(a) The Shared Excess Available Interest Amount allocable to Series
2006-A on any Payment Date shall be treated as part of the Series 2006-A
Available Interest Amount for such Payment Date.
(b) The Shared Excess Available Interest Amount allocable to Series
2006-A with respect to any Payment Date shall mean an amount equal to the Series
2006-A 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 2006-A 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 2006-A 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
released to the Issuer for distribution in respect of the Seller's Certificates
pursuant to the Trust Agreement.
SECTION 3.18. Excess Available Principal Amounts Sharing.
(a) The Shared Excess Available Principal Amount allocable to Series
2006-A on any Payment Date shall be treated as part of the Series 2006-A
Available Principal Amount for such Payment Date.
(b) The Shared Excess Available Principal Amount allocable to Series
2006-A with respect to any Payment Date shall mean an amount equal to the Series
2006-A 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 2006-A 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 2006-A 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
applied as Excess Available Principal Amounts pursuant to Section 4.06 of the
Sale and Servicing Agreement.
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SECTION 3.19. Computation of Interest.
(a) Interest on the Series 2006-A Notes shall be computed on the basis
of a 360-day year and the actual number of days elapsed in the related Interest
Period.
(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 2006-A
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 2006-A Notes not
being paid in full on the Series 2006-A 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 Seller all amounts
payable or to be released hereunder to the Issuer. The Issuer shall give the
Indenture Trustee written instructions as to who the Seller is 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 2006-A Notes and the
Series 2006-A Schedule to Monthly Noteholders' Statement from time to time
without the consent of the Indenture Trustee
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or any Noteholder if it receives written confirmation from each Note Rating
Agency that such amendment will not cause a Ratings Effect.
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 2006-A Notes:
(1) failure on the part of the Seller, the Servicer or DCFS (if DCFS is
no longer the Servicer), as applicable, (i) to make any payment or deposit
(including any Transfer Deposit Amount or Adjustment Payment) required by
the terms of the Sale and Servicing Agreement or the Receivables Purchase
Agreement on or before the date occurring two Business Days after the date
such payment or deposit is required to be made therein, or (ii) to deliver
a Monthly Noteholders' Statement or Payment Instruction within five
Business Days of the day such item is due to be delivered under the
Indenture, or (iii) duly to observe or perform in any material respect the
covenant of the Seller set forth in Section 2.06(a) of the Sale and
Servicing Agreement or (iv) duly to observe or perform in any material
respect any other covenants or agreements of the Seller or the Servicer, as
the case may be, set forth in the Sale and Servicing Agreement or the
Receivables Purchase Agreement, which failure in the case of this subclause
(iv) continues unremedied for a period of 45 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Seller by the Indenture Trustee;
(2) any representation or warranty made by DCFS in the Receivables
Purchase Agreement or the Seller in the Sale and Servicing Agreement or any
information contained in a computer file or microfiche or written list
required to be delivered by the Seller pursuant to Section 2.01, 2.05, 2.07
or 2.08 of the Sale and Servicing Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered, and shall
continue to be incorrect in any material respect for a period of 60 days
after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Seller by the Indenture
Trustee and (ii) as a result of such incorrectness the interests of the
Series 2006-A Noteholders are materially and adversely affected; provided,
however, that an Early Redemption Event with respect to the Series 2006-A
Notes shall not be deemed to have occurred under this clause (2) if the
Seller has repurchased the related Receivable or all such Receivables, if
applicable, during such period in accordance with the provisions of the
Sale and Servicing Agreement;
(3) the occurrence of an Insolvency Event with respect to the Seller,
DCFS or DaimlerChrysler;
25
(4) a failure by the Seller to convey Receivables in Additional
Accounts to the Issuer within five Business Days after the day on which it
is required to convey such Receivables pursuant to the Sale 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
2006-A Available Principal Amount to pay interest on the Series 2006-A
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 2006-A Notes
is not repaid by the Series 2006-A Expected Principal Payment Date;
(10) the Seller or the Issuer becomes an investment company within the
meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect to the Series
2006-A Notes.
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 2006-A 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 2006-A Noteholders holding Series 2006-A Notes evidencing more
than 50% of the Outstanding Dollar Principal Amount of the Series 2006-A Notes
by written notice to the Seller, the Servicer and the Indenture Trustee, if
given by Series 2006-A Noteholders, declare that an Early Redemption Event with
respect to the Series 2006-A Notes has occurred as of the date of that notice.
In the case of any Early Redemption Event described in clause (3), (4), (5),
(7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to the
Series 2006-A Notes shall be deemed to have occurred without any notice or other
action on the part of the Indenture Trustee or the Series 2006-A Noteholders
immediately upon the occurrence of such event.
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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 Issuer, 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 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 Issuer; 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)
or (10) above) 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 2006-A Notes consent to the recommencement of the Revolving
Period, the related Early Redemption Period shall terminate and the Revolving
Period shall recommence so long as (i) no other Early Redemption Event with
respect to the Series 2006-A Notes that has not been cured or waived in
accordance with the Indenture has occurred and (ii) the scheduled termination
date of the Revolving Period has not occurred.
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 2006-A
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 2006-A Noteholders. The Series 2006-A Accounts constitute Supplemental
Accounts and shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Series 2006-A Noteholders. If, at any time, the
institution holding any Series 2006-A 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 2006-A Account, that is a
Qualified Account and shall transfer any cash and/or investments to such new
Series 2006-A Account. From the date such new Series 2006-A Account is
established, it will be a Series 2006-A Account, bearing the name of the Series
2006-A Account it has replaced.
27
(b) All payments to be made from time to time by the Indenture Trustee
to Series 2006-A Noteholders out of funds in the Series 2006-A 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 Series
2006-A Account or as otherwise provided in Article III.
* * *
28
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/ X. Xxxxx
-------------------------------------------------
Name: X. Xxxxx
Title: Assistant Controller
THE BANK OF NEW YORK,
as Indenture Trustee and not in its individual capacity
By: /s/ Xxxxxxx Xxxxx
-------------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
EXHIBIT A
[FORM OF] SERIES 2006-A 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 OR DAIMLERCHRYSLER
WHOLESALE RECEIVABLES LLC, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER OR
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC 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 THIS NOTE 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 TITLE I OF ERISA OR A PLAN, AS DEFINED IN AND SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, IF DAIMLERCHRYSLER FINANCIAL
SERVICES AMERICAS LLC, 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 THOSE
PLAN ASSETS, (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, UNLESS AN INDIVIDUAL OR CLASS PROHIBITED
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TRANSACTION EXEMPTION APPLIES. EACH HOLDER OF THIS NOTE WILL BE DEEMED TO
REPRESENT THAT ITS ACQUISITION AND OWNERSHIP OF THE NOTE DO NOT VIOLATE THE
FOREGOING RESTRICTION.
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REGISTERED $_________
No. __ CUSIP NO. 00000XXX0
DAIMLERCHRYSLER MASTER OWNER TRUST
FLOATING RATE AUTO DEALER LOAN ASSET BACKED NOTES, SERIES 2006-A
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 November 2009 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 November 2011 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
0.03%. 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
2006-A (the "Notes" or "Series 2006-A Notes"), all issued under an Amended and
Restated Indenture, dated as of December 16, 2004 (as amended, restated and
supplemented from time to time, the "Indenture"), as supplemented by the Series
2006-A Indenture Supplement, dated as of November 1, 2006 (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 2006-A Notes is reduced to less than
10% of the Initial Dollar Principal Amount of the Series 2006-A Notes, the
Servicer has the right, but not the obligation, to cause the Issuer to redeem
the Series 2006-A Notes in whole but not in part, pursuant to Section 1202 of
the Indenture equal the Outstanding Dollar Principal Amount of the Series 2006-A
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
2006-A Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Series 2006-A Noteholder's pro rata
share of the amounts held by the Paying
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Agent that are allocated and available on such Payment Date to pay interest and
principal on the Series 2006-A 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,
A-6
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in 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 or the Issuer, or join in any
institution against DaimlerChrysler Wholesale Receivables LLC 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-7
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-8
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-9
EXHIBIT B
[FORM OF] SERIES 2006-A
SCHEDULE TO PAYMENT INSTRUCTION
DAIMLERCHRYSLER MASTER OWNER TRUST:
Reconciliation of Cash Flows
Collection Period: __________ through __________
Accrual Period: __________ through __________
Payment Date: __________
DCMOT
2006-A
-------------------
AMOUNTS AVAILABLE FOR DISBURSEMENT
Interest Collections
Recoveries on Defaulted Receivables
Investment Income on Collection Account
PFA Earnings
PFA Earnings Shortfall
Series EFA Earnings
Principal Collections
Miscellaneous Payments
Balance in Principal Funding Accounts
Balance in Excess Funding Account
Other Adjustments
-------------------
Total Available
===================
AMOUNTS DISBURSED
Interest Due to Noteholders
Principal Due to Noteholders
Principal to Principal Funding Accounts
Principal to Excess Funding Account
Servicing Fees
Excess Avail Interest Amount to Seller
Excess Avail Principal Amount to Seller
Excess Funding Account Balance to Seller
Other Adjustments
-------------------
Total Disbursements
===================
Proof
===================
NET FUNDS TRANSFER TO/(FROM) BNY:
===================
B-1
EXHIBIT C
[FORM OF] SERIES 2006-A
SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
DaimlerChrysler Master Owner Trust - SERIES 2006-A
Collection Period: _________ through _________
Payment Date: _________
Expected Final Accumulation Early Redem
Amounts owed on Notes on Current Payment Date Payment Date Period Period
--------------------------------------------- ------------ ------ ------
Outstanding Dollar Principal Amount of Notes
Total principal to be paid on Notes
per $1,000 of Notes
Days in Accrual LIBOR 3750 Spread
--------------- ---------- ------
Total interest to be paid on Notes
per $1,000 of Notes
Series Nominal Liquidation Amount and Series Required Participation Amount at End of Current Payment Date
---------------------------------------------------------------------------------------------------------
NLA of Notes as of prior payment date
Reimbursements of NLA Deficit since prior payment date
Reallocated Principal Collections since prior payment date
Investor Charge-Offs since prior payment date
PFA deposit since prior payment date
EFA deposit since prior payment date
EFA withdrawal since prior payment _____________
NLA of Notes
Overcollateralization Percentage of NLA of Notes
Cumulative reimbursements of OC Amount Deficit since issuance
Cumulative reallocated Principal Collections since issuance
Cumulative Investor Charge-Offs since issuance _____________
Primary OC Amount
Is Primary OC Amt < Required Primary OC Amt?
Ineligible Receivables allocated to Series
Overconcentration Amount allocated to Series _____________
Incremental OC Amount
Series Nominal Liquidation Amount
Seller's Required Participation Amount _____________
Series Required Participation Amount
Interest Collections Total Pool Series Alloc % Series Allocation
-------------------- ---------- -------------- -----------------
Collections of Interest x =
Recoveries on Defaulted Receivables x =
Investment Income from Collection Account ____________ x = ___________________
Total Interest Collections
Series Share of Interest Collections
C-1
PFA Earnings (if any)
PFA Earnings Shortfall (if any)
Series EFA Earnings (if any)
Shared Excess Avail Interest Amts from other series (if needed) ______________
Series Available Interest Amount
Application of Series Available Interest Amount per Section 3.01 of Indenture Supplement
----------------------------------------------------------------------------------------
Total interest to be paid on Notes (for deposit in IFA)
Series Servicing Fee
To cover Series Investor Default Amount
To cover prior NLA Deficit (if any)
To cover prior OC Amount Deficit (if any)
Previously waived Series Servicing Fee (if any)
Amt to be shared with other series (if needed) _____________
Excess Series Available Interest Amount
Deposit in IFA from Series Available Interest Amount
Receivables Sale Proceeds (if any) for deposit in IFA
Deposit in IFA from reallocated Principal Collections _____________
Total amount to be deposited in IFA
Principal Collections and Investor Default Amount Total Pool Series Alloc % Series Allocation
------------------------------------------------- ---------- -------------- -----------------
Collections of Principal x =
Miscellaneous Payments (if any) x =
Losses from Defaulted Dealers x =
Series Share of Principal Collections
Series Share of Miscellaneous Payments
Reallocated interest to cover Series Investor Default Amt
Reallocated interest to cover prior NLA Deficit
Reallocated interest to cover prior OC Amount Deficit
Shared Excess Avail Principal Amts from other series (if
needed) _____________
Series Available Principal Amount
Application of Series Available Principal Amount per Section 3.05 of Indenture Supplement
-----------------------------------------------------------------------------------------
To cover shortfalls in interest owed on Notes (for deposit in IFA)
Deposit in PFA if in Accumulation or Early Redemption Period
Amt to be shared with other series (if needed)
Amt to be deposited in EFA _____________
Excess Series Available Principal Amount
Deposit in PFA from Series Available Principal Amount
Receivables Sale Proceeds (if any) for deposit in PFA
EFA withdrawal for deposit in PFA _____________
Total amount to be deposited in PFA
C-2
