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Exhibit 10.4
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RYDER TRUCK RENTAL LT,
as Origination Trust,
RYDER TRUCK RENTAL I LP
and
RYDER TRUCK RENTAL II LP,
as UTI Beneficiaries,
RYDER TRUCK RENTAL, INC.,
as Administrative Agent,
and
RYDER TRUCK RENTAL, INC.,
as Maintenance Provider
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1999-A
ADMINISTRATION SUPPLEMENT
Dated as of October 1, 1999
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TABLE OF CONTENTS
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ARTICLE TEN
DEFINITIONS
Section 10.01. Definitions................................................... 2
Section 10.02. Interpretative Provisions..................................... 6
ARTICLE ELEVEN
SERVICING OF THE 1999-A LEASES AND THE 1999-A VEHICLES
Section 11.01. Identification of 1999-A Vehicles and 1999-A Leases;
Securitization Value........................................ 7
Section 11.02. Extensions; Administrative Modifications and
Fixed Charge; Term.......................................... 7
Section 11.03. Reallocation and Repurchase of 1999-A Leases and
1999-A Vehicles............................................. 8
Section 11.04. Collections...................................................10
Section 11.05. Net Deposits..................................................12
Section 11.06. Servicing Compensation........................................12
Section 11.07. Advances and Payment Date Advance Reimbursement...............13
Section 11.08. Third Party Claims............................................13
Section 11.09. Contingent and Excess Liability Insurance Policies............14
Section 11.10. Reporting by the Administrative Agent; Delivery of
Certain Documentation.......................................14
Section 11.11. Accountants' Reports..........................................14
Section 11.12. Annual Officer's Certificate..................................14
Section 11.13. Administrative Agent Defaults; Termination of
Administrative Agent........................................15
Section 11.14. Administrative Agent Representations and Warranties...........16
ARTICLE TWELVE
MAINTENANCE OF 1999-A VEHICLES
Section 12.01. Maintenance Provider Default; Termination of
Maintenance Provider........................................17
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ARTICLE THIRTEEN
MISCELLANEOUS
Section 13.01. Termination of Supplement.....................................18
Section 13.02. Amendment.....................................................18
Section 13.03. Governing Law.................................................18
Section 13.04. Relationship of this Administration Supplement to
Other Trust Documents.......................................18
Section 13.05. Binding Effect................................................19
Section 13.06. Table of Contents and Headings................................19
Section 13.07. Counterparts..................................................19
Section 13.08. Further Assurances............................................19
Section 13.09. Third-Party Beneficiaries.....................................19
Section 13.10. No Waiver; Cumulative Remedies................................19
Section 13.11. No Petition...................................................19
EXHIBITS
Exhibit A - Schedule of 1999-A Vehicles.....................................A-1
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1999-A ADMINISTRATION SUPPLEMENT
This 1999-A Administration Supplement, dated as of October 1, 1999, is among
Ryder Truck Rental LT, a Delaware business trust (the "Trust"), Ryder Truck
Rental I LP and Ryder Truck Rental II LP, each a Delaware limited partnership,
as Grantors and initial beneficiaries of the Trust (in such capacities, the
"Grantors" and the "UTI Beneficiaries," respectively), Ryder Truck Rental,
Inc., a Florida corporation ("Ryder"), as administrative agent (in such
capacity, the "Administrative Agent"), and Ryder, as maintenance provider (in
such capacity, the "Maintenance Provider").
RECITALS
WHEREAS, the Grantors and UTI Beneficiaries, the Administrative Agent,
RTRT, Inc., as trustee (the "Trustee") of the Trust, Delaware Trust Capital
Management, Inc., as Delaware trustee, and U.S. Bank National Association, as
trust agent, have entered into that certain second amended and restated trust
agreement, dated as of February 1, 1998 (the "Origination Trust Agreement"),
pursuant to which the purposes of the Trust are, among other things, to take
assignments and conveyances of, and hold in trust and deal, in various Trust
Assets (as such term is defined in the Origination Trust Agreement);
WHEREAS, the parties hereto have entered into that certain
administration agreement, dated as of February 1, 1998 (the "Basic
Administration Agreement" and, as supplemented hereby, the "Administration
Agreement"), which provides for certain servicing obligations with respect to
the Trust Assets; and
WHEREAS, the parties acknowledge that, in connection with the
execution of the supplement to the Origination Trust Agreement, dated as of
October 1, 1999 (the "1999-A SUBI Supplement", and together with the
Origination Trust Agreement, the "SUBI Trust Agreement"), pursuant to which two
special unit of beneficial interest in the Trust (respectively, the "1999-A
Vehicle SUBI" and the "1999-A Lease SUBI", and collectively the "1999-A SUBIs")
will be created, it is necessary and desirable to enter into a supplemental
agreement to the Basic Administration Agreement providing for specific
servicing obligations in connection with the Trust Assets allocable to the
1999-A SUBIs.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE TEN
DEFINITIONS
Section 10.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Basic
Administration Agreement or in the SUBI Trust Agreement, as the case may be.
Whenever used in this Administration Supplement, unless the context otherwise
requires, the following words and phrases shall have the following meanings:
"Administration Agreement" has the meaning set forth in the Recitals.
"Administration Fee" means, with respect to the 1999-A SUBI Assets,
the fee payable on each Payment Date equal to, for each related Monthly Period,
one-twelfth of the product of (i) 1.00% and (ii) the aggregate Securitization
Value of all 1999-A Leases as of the first day of such Monthly Period,
calculated and paid based on a 360-day year consisting of twelve 30-day months.
"Administration Supplement" means this supplement to the Basic
Administration Agreement.
"Administrative Agent Letter of Credit" means a letter of credit,
surety bond or insurance policy issued by a depository institution, insurance
company or financial institution having a short-term credit rating at least
equal to the Required Deposit Rating and providing that the Indenture Trustee
or Trust Agent, as the case may be, may draw thereupon in the event the
Administrative Agent satisfies the Monthly Remittance Condition but fails to
deposit SUBI Collections into the 1999-A SUBI Collection Account on a monthly
basis.
"Advance" means a Sales Proceeds Advance or a Financial Component
Advance, as the context may require.
"Available Funds" has the meaning set forth in the Indenture.
"Basic Administration Agreement" has the meaning set forth in the
Recitals.
"Casualty Proceeds" means the sum of Insurance Casualty Proceeds and
Salvage Casualty Proceeds.
"Collection Period" means the three Monthly Periods immediately
preceding the month in which the related Payment Date occurs.
"Contingent and Excess Liability Insurance Policies" means those
certain vehicle liability, excess liability and other Insurance Policies issued
to the Administrative Agent for the benefit of the Administrative Agent, the
Trust, the UTI Beneficiaries, the Transferor or the Issuer from time to time,
to the extent such Insurance Policies relate to the 1999-A Vehicles, providing
coverage in excess of $10 million per accident and permitting multiple claims
in any policy period.
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"Default Settlement" means, with respect to any Defaulted Vehicle, a
settlement of such default offered by the Administrative Agent to the related
Lessee.
"Deposit Date" means the Business Day immediately preceding the
related Payment Date.
"Excess Casualty Proceeds" means all Salvage Casualty Proceeds
received in excess of the Securitization Value of a Casualty Termination Lease.
"Financial Component Advance" means a Partial Financial Component
Advance or a Full Financial Component Advance, as the context may require.
"Financial Component Payment" means the payment made by a Lessee in
respect of the Financial Component of the related 1999-A Lease.
"Full Financial Component Advance" means, with respect to any Invoiced
Vehicle Group and any Monthly Period, an amount equal to the difference between
the Financial Component due and the Lessee Partial Financial Component Payment.
"Indenture" means that certain indenture, dated as of October 1, 1999,
between the Issuer and the Indenture Trustee.
"Initial Securities Balance" means the initial principal amount of the
Notes and the Trust Certificates.
"Insurance Casualty Proceeds" means all Insurance Proceeds received in
respect of damage to a 1999-A Vehicle relating to a Casualty Termination Lease.
"Invoiced Vehicle Group" means, with respect to a Monthly Period and a
Lessee, one or more groups of Vehicles (which groups may include Vehicles
allocated to one or more Sub-Trusts) the Total Monthly Payments for which are
billed on a single invoice for such Monthly Period.
"Issuer" means the Ryder Vehicle Lease Trust 1999-A.
"Lessee Partial Financial Component Payment" means, in connection with
the payment by a Lessee of less than 100% of the aggregate Total Monthly
Payment due with respect to an Invoiced Vehicle Group, an amount equal to the
product of (i) the amount paid by the Lessee toward such Total Monthly Payments
and (ii) the percentage obtained by dividing the Financial Component due by the
aggregate Total Monthly Payment due, in each case with respect to such Invoiced
Vehicle Group.
"Lessee Vehicles" means all Vehicles (whether allocated to one or more
Sub-Trusts) leased by the related Lessee for the related Monthly Period.
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"Majority Interest" means, with respect to the holders of Securities,
the holders of a majority of the aggregate principal balance of the related
Securities, except that Securities owned by the Issuer, the Transferor, the
Administrator or any of their respective Affiliates will not be included in
such determination.
"Monthly Remittance Condition" has the meaning set forth in Section
11.04(b).
"1999-A Leases" has the meaning set forth in Section 11.01(a).
"1999-A SUBI" has the meaning set forth in the 1999-A SUBI Supplement.
"1999-A SUBI Supplement" has the meaning set forth in the Recitals.
"1999-A Vehicles" has the meaning set forth in Section 11.01(a).
"99% 1999-A SUBI Certificates" has the meaning set forth in the 1999-A
SUBI Supplement.
"Origination Trust Agreement" has the meaning set forth in the
Recitals.
"Partial Financial Component Advance" means, with respect to any
Invoiced Vehicle Group and any Monthly Period, an amount equal to the
difference between (i) the product of (a) the Financial Component due and (b) a
percentage equal to (1) the amount paid by such Lessee with respect to the
Total Monthly Payment divided by (2) the Fixed Charge due and (ii) the Lessee
Partial Financial Component Payment.
"Payment Date" means the first Business Day after the 14th day of
January, April, July and October of each year, and, if necessary, the Senior
Note Final Payment Date (as defined in the Indenture), commencing with the
first Payment Date on January 17, 2000.
"Payment Date Advance Reimbursement" has the meaning set forth in
Section 11.04(a)(v)(B).
"Rating Event" has the meaning set forth in the Indenture.
"Repurchase Payment" means, with respect to events causing the
Administrative Agent to have an obligation to repurchase a 1999-A Lease and the
related 1999-A Vehicle, the Securitization Value amount due for such repurchase
pursuant to Section 11.03.
"Required Percentage" means the holders of not less than 66K% of the
aggregate outstanding principal balance of the Senior Notes or the Trust
Certificates, as the case may be.
"Residual Value Loss" means, in respect of a Collection Period, the
amount, if any, by which the aggregate net proceeds (excluding any Insurance
Proceeds) from the sale or other disposition of 1999-A Vehicles during such
Collection Period are less than the aggregate Securitization Values of the
related 1999-A Leases.
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"Residual Value Surplus" means, with respect to any Expired Vehicle,
the amount, if any, by which Sales Proceeds (excluding any Insurance Proceeds)
exceed the Securitization Value of the related 1999-A Lease as of the effective
date of termination of such 1999-A Lease.
"Residual Value Surplus Account" has the meaning set forth in the
1999-A SUBI Supplement.
"Residual Value Surplus Draw Amount" has the meaning set forth in the
Indenture.
"Retained Administration Fee" means, with respect to any Collection
Period, 1% of the Administrative Fee with respect to such Collection Period
representing the portion of the Administrative Fee owed by the Holder of the 1%
1999-A SUBI Certificates.
"Retained Certificate Distribution Amount" means, with respect to any
Collection Period, the sum of (i) 1% of SUBI Collections and (ii) 1% of the
Residual Value Surplus Draw Amount.
"Sales Proceeds" means, with respect to any Expired Vehicle or
Defaulted Vehicle, all proceeds received from the sale or other disposition of
such Expired Vehicle or Defaulted Vehicle (including any applicable Insurance
Proceeds), less all applicable Disposition Expenses, and in the case of an
Expired Vehicle, any outstanding Sales Proceeds Advance.
"Sales Proceeds Advance" means the amount advanced by the
Administrative Agent to the Issuer on a Deposit Date equal to the
Securitization Value of a 1999-A Lease relating to a 1999-A Vehicle that,
during the related Collection Period, became an Expired Vehicle and was not
sold by the Administrative Agent.
"Salvage Casualty Proceeds" means any proceeds received from the sale
of a 1999-A Vehicle related to a Casualty Termination Lease at salvage, net of
any applicable Disposition Expenses.
"Securitization Rate" means, with respect to a 1999-A Lease, an
annualized rate that is calculated as the sum of (i) the weighted average
interest rate on the Securities on the Closing Date, (ii) the Administration
Fee and (iii) 0.50%.
"Securitization Value" means, with respect to any 1999-A Lease, the
value calculated by the Administrative Agent equal to: (i) as of the Cutoff
Date, the Net Book Value of such 1999-A Lease and the related 1999-A Vehicle,
(ii) as of its Maturity Date, the Residual Value of such 1999-A Vehicle and
(iii) as of any other date, the present value, discounted at the Securitization
Rate, of the sum of (a) the aggregate Financial Component of Total Monthly
Payments remaining to be made and (b) the Residual Value of such 1999-A
Vehicle.
"SUBI Collections" means, with respect to any Collection Period, the
net amount collected or received by the Administrative Agent in respect of the
1999-A SUBI Assets during the three Monthly Periods comprising such Collection
Period of: (i) the Financial Component of all Total Monthly Payments; (ii)
Sales Proceeds (excluding Residual Value Surplus), Casualty Proceeds (excluding
Excess Casualty Proceeds) and Termination Proceeds (excluding any Residual
Value Surplus on the Sales Proceeds from the sale of any Expired Vehicle);
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(iii) Reallocation Payments made by the Administrative Agent; (iv) Termination
Value Payments; (v) any Default Settlement or Termination Settlement paid by an
Obligor to the Administrative Agent and (vi) the Securitization Value payments
from the Administrative Agent's purchase of any 1999-A Vehicle (to the extent
not duplicative of any of clauses (i) through (v) above).
"Termination Settlement" means, with respect to any 1999-A Lease
terminated pursuant to the related Lessee's exercise of the Annual Termination
Option where such 1999-A Lease requires the related Lessee to purchase such
Vehicle for its Termination Value, a settlement offered by the Administrative
Agent to such Lessee to release such Lessee from such requirement.
"Titling Grace Period Vehicles" means 1999-A Vehicles having an
aggregate Cutoff Date Securitization Value not to exceed $_________ that as of
the Closing Date were titled in the name of Ryder but will either (i) be titled
in the name of the Trust or the Trustee on behalf of the Trust during the
Titling Grace Period or (ii) purchased by the Administrative Agent pursuant to
Section 11.03(c).
"Trust Agreement" means that certain trust agreement, as amended and
restated as of October 1, 1999, between the Transferor and the Owner Trustee.
"Trust Certificate" has the meaning set forth in the Trust Agreement.
"Trustee" has the meaning set forth in the Recitals.
"Vehicle Representation Date" means, with respect to any 1999-A
Vehicle, the Cutoff Date.
Section 10.02. Interpretative Provisions. For all purposes of this
Administration Supplement, except as otherwise expressly provided or unless the
context otherwise requires, (i) terms used in this Administration Supplement
include, as appropriate, all genders and the plural as well as the singular,
(ii) references to words such as "herein", "hereof" and the like shall refer to
this Administration Supplement as a whole and not to any particular part,
Article or Section within this Administration Supplement, (iii) references to a
Section such as "Section 11.01" or an Article such as "Article Eleven" shall
refer to the applicable Section or Article of this Administration Supplement,
(iv) the term "include" and all variations thereof shall mean "include without
limitation", (v) the term "or" shall include "and/or" and (vi) the term
"proceeds" shall have the meaning ascribed to such term in the UCC.
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ARTICLE ELEVEN
SERVICING OF THE 1999-A LEASES AND 1999-A VEHICLES
Section 11.01. Identification of 1999-A Vehicles and 1999-A Leases;
Securitization Value.
(a) The Administrative Agent hereby identifies and allocates as 1999-A
SUBI Assets the Vehicles more particularly described on Exhibit A hereto and
the Leases relating to such Vehicles (respectively, the "1999-A Leases and the
"1999-A Vehicles"). Exhibit A shall set forth as to each 1999-A Lease or 1999-A
Vehicle, as the case may be, the (i) vehicle identification number, (ii) date
of origination, (iii) Net Book Value, (iv) Residual Value, (v) Financial
Component, (vi) Fixed Charge and (vii) number of months remaining from the
Cutoff Date to the month in which the Maturity Date occurs.
(b) The Administrative Agent shall calculate a Securitization Value
for each 1999-A Lease. For each 1999-A Lease, (i) the Financial Component of
Total Monthly Payments will equal the constant payment required to amortize the
Net Book Value of such 1999-A Lease and the related 1999-A Vehicle to the
Residual Value of such 1999-A Vehicle over the related Lease Term at the
Securitization Rate and (ii) the Securitization Value at any time will
represent the principal amount of Securities that can be amortized by the sum
of the Financial Component due over the remaining Lease Term, plus the Residual
Value, in each case discounted at the Securitization Rate.
Section 11.02. Extensions; Administrative Modifications and Fixed
Charge; Term.
(a) The Administrative Agent (i) shall not grant an Extension with
respect any 1999-A Leases and (ii) may make one Administrative Modification
with respect to any 1999-A Lease, with each additional Administrative
Modification constituting an Extension for purposes of this Section. In the
event the Administrative Agent makes an Extension, it shall, on the Deposit
Date related to the Collection Period in which the Administrative Agent
discovers or is notified that such Extension was made, (i) deposit or cause to
be deposited into the 1999-A SUBI Collection Account an amount equal to the
Securitization Value of the related 1999-A Lease as of the last day of the
related Collection Period and (ii) direct the Trustee to either reallocate such
1999-A Lease and the related 1999-A Vehicle from the 1999-A SUBIs to the UTI or
cause such 1999-A Lease and 1999-A Vehicle to be conveyed to the Administrative
Agent as described in Section 11.03.
(b) The Administrative Agent shall not exercise its power under any
1999-A Lease to (i) modify the Fixed Charge portion of the Total Monthly
Payment of any 1999-A Lease as in effect as of the Cutoff Date, except when
implementing in the ordinary course of business the inflation indexing
provisions thereof, or (ii) except as set forth in Section 11.02(a), modify the
Lease Term of any 1999-A Lease as in effect as of the Cutoff Date. The
Financial Component of each 1999-A Lease will be established as of the Cutoff
Date and will not change over the Lease Term. In the event the Administrative
Agent modifies the Fixed Charge, the Financial Component or the Lease Term of
any 1999-A Lease in effect as of the Cutoff Date, the Administrative Agent
shall, on the Deposit Date related to the Collection Period in which such
modification occurs, (i) deposit or cause to be deposited into the 1999-A SUBI
Collection Account an amount equal to the Securitization Value of the related
1999-A Lease as of the last day of the related Collection Period and (ii)
direct the Trustee to either reallocate such 1999-A Lease and the related
1999-A Vehicle from the 1999-A SUBIs to the UTI or cause such 1999-A Lease and
1999-A Vehicle to be conveyed to the Administrative Agent as described in
Section 11.03.
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Section 11.03. Reallocation and Repurchase of 1999-A Leases and 1999-A
Vehicles.
(a) The Administrative Agent hereby makes to the other parties hereto
and the parties to the SUBI Trust Agreement the representations and warranties
contained in Section 2.05(a) of the Basic Administration Agreement as to each
1999-A Lease and 1999-A Vehicle as of the Vehicle Representation Date. The
Administrative Agent also hereby represents and warrants that it used no
adverse selection procedures in selecting any of the 1999-A Leases for
inclusion in the 1999-A Lease SUBI and that it is not aware of any bias in the
selection of the 1999-A Leases which would cause delinquencies or losses on the
1999-A Leases to be worse than any other Leases held by the Origination Trust;
provided, however, that the Administrative Agent can make no assurance as to
the actual delinquencies or losses on the 1999-A Leases. For purposes of this
Section, all references in Section 2.05 of the Basic Administration Agreement
to "this Agreement" shall be deemed to be references to the Administration
Agreement as defined herein.
(b) In addition to the requirements set forth in Section 2.05 of the
Basic Administration Agreement, the Administrative Agent shall be required to
purchase a 1999-A Vehicle prior to the Maturity Date of the related 1999-A
Lease and remit to the 1999-A SUBI Collection Account an amount equal to the
Securitization Value of such 1999-A Lease as of the effective date of
termination if: (i) such 1999-A Lease becomes a Casualty Termination Lease,
and, pursuant to such 1999-A Lease, the Administrative Agent is responsible for
paying for the loss or theft of or damage to such 1999-A Vehicle; (ii) the
Administrative Agent (A) re-rates such 1999-A Vehicle for excess mileage and
such change modifies the Residual Value or the Lease Term or (B) invoices the
related Lessee for a material mileage surcharge under such 1999-A Lease for
such 1999-A Vehicle; (iii) at the request of the related Lessee, the
Administrative Agent permits such Lessee to (A) terminate such 1999-A Lease
other than through exercise of the Annual Termination Option or (B) reduce or
delay payments due in respect of the Financial Component of such 1999-A Lease;
(iv) the related Lessee exercises the Annual Termination Option or such 1999-A
Lease becomes a Default Termination Lease and the Administrative Agent (A)
releases such Lessee from any applicable obligation to purchase such 1999-A
Vehicle for its Termination Value (except in connection with a Default
Settlement or a Termination Settlement) or (B) neither demands that such Lessee
so purchase such 1999-A Vehicle nor offers a Termination Settlement or Default
Settlement to such Lessee for such 1999-A Vehicle; or (v) the related Lessee
exercises the Annual Termination Option or such 1999-A Lease becomes a Default
Termination Lease and such 1999-A Lease has been amended to eliminate any
obligation of such Lessee to thereupon purchase such 1999-A Vehicle for its
Termination Value.
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(c) During the Titling Grace Period, the Administrative Agent will
retitle the Titling Grace Period Vehicles in the name of the Trust or the
Trustee on behalf of the Trust. On or prior to the last day of the Titling
Grace Period, the Administrative Agent will provide each Rating Agency and the
Indenture Trustee with a Officer's Certificate of the Administrative Agent as
to the status of the retitling of the Titling Grace Period Vehicles. On the
first Business Day after the end of the Titling Grace Period, the
Administrative Agent will purchase each Titling Grace Period Vehicle not so
retitled during the Titling Grace Period by (i) depositing an amount equal to
the Securitization Value of the related 1999-A Lease as of the last day of the
Titling Grace Period in the 1999-A SUBI Collection Account and (ii) directing
the Trustee to cause such Titling Grace Period Vehicle and the related 1999-A
Lease to be transferred to or upon the order of the Administrative Agent. Such
retitling of the Titling Grace Period Vehicles shall be considered to have been
effected only at such time as the Administrative Agent shall have endorsed and
completed, and delivered to the appropriate state motor vehicle bureau, all
instruments legally required to effect the transfer of title into the name of
the Trust or the Trustee.
(d) The sole remedy of the Trust, the Related Beneficiary and the
Related Holder with respect to events causing the Administrative Agent to
repurchase certain 1999-A Vehicles as provided herein, including but not
limited to the failure of the Administrative Agent to retitle a Titling Grace
Period Vehicle during the Titling Grace Period, shall be to require the
Administrative Agent to make the payment of the Securitization Value, as set
forth herein. The obligation of the Administrative Agent under this Section
shall survive any termination of the Administrative Agent hereunder.
(e) Notwithstanding Section 2.05(g) of the Basic Administration
Agreement, the Administrative Agent may make Special Event Purchases with
respect to 1999-A Vehicles having an initial Securitization Value of no more
than (i) 5% of the Initial Securities Balance in any calendar year or (ii) 10%
of the Initial Securities Balance in the aggregate.
(f) In connection with the purchase by the Administrative Agent of an
Expired Vehicle pursuant to Section 2.05(f) of the Basic Administration
Agreement, with respect to the related 1999-A Lease, in the event that (i) no
Sales Proceeds Advance has been made, the purchase price of such Expired
Vehicle will equal the Securitization Value of such 1999-A Lease as of the date
of expiration and (ii) a Sales Proceeds Advance has been made, no additional
amounts need be remitted by the Administrative Agent; provided, however, that
the Administrative Agent shall relinquish all rights to reimbursement of any
such Sales Proceeds Advance.
(g) In the event any 1999-A Lease and the related 1999-A Vehicle are
reallocated to the UTI, until such time thereafter, if ever, as such Lease and
Vehicle are allocated to an Other SUBI, the Administrative Agent shall
indemnify, defend and hold harmless the original Beneficiaries from and against
any and all loss or liability with respect to or resulting from such Lease or
Vehicle (including the reasonable fees and expenses of counsel).
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Section 11.04. Collections.
(a) The Administrative Agent shall, with respect to SUBI Collections
and amounts in respect of the 1999-A SUBI Certificates, from time to time,
determine the respective amounts and recipients and:
(i) during each Collection Period, in addition to the deposits
required by Section 2.06 of the Basic Administration Agreement,
deposit in the 1999-A SUBI Collection Account those amounts specified
in Section 11.02 and all Reallocation Payments and Repurchase Payments
pursuant to Section 11.03;
(ii) on, or prior to each Deposit Date, deposit in the 1999-A
SUBI Collection Account, all Advances, any Residual Value Surplus from
the sale of an Expired Vehicle for which the Administrative Agent made
a Sales Proceeds Advance, any Sales Proceeds from the disposition of
an Expired Vehicle at auction for which the Administrative Agent was
reimbursed during the related Collection Period pursuant to Section
11.07 and all Excess Casualty Proceeds, if any, for any 1999-A Lease
which became a Casualty Termination Lease during the related
Collection Period;
(iii) on each Deposit Date, instruct the Trustee (acting through
the Trust Agent) to transfer the amount of Residual Value Surplus, if
any, reflected in the Payment Date Certificate for each Expired
Vehicle which was a 1999-A Vehicle sold or otherwise disposed of
during the related Collection Period, from the 1999-A SUBI Collection
Account to the Residual Value Surplus Account;
(iv) on each Deposit Date, instruct the Trustee (acting through
the Trust Agent) to transfer to the 1999-A SUBI Collection Account,
prior to 5:00 p.m., New York City time, an amount equal to the
Residual Value Surplus Draw Amount, if any, reflected in the Payment
Date Certificate, from the Residual Value Surplus Account;
(v) on each Payment Date, pursuant to the Payment Date
Certificate, allocate (i) Available Funds and (ii) the Retained
Certificate Distribution Amount on deposit in the 1999-A SUBI
Collection Account with respect to the related Collection Period and
instruct the Trustee (acting through the Trust Agent) to make, no
later than 11:00 a.m., New York City time, the following deposits and
distributions in the following amounts and order of priority:
(A) to an account specified by the Holder of the 1% 1999-A
SUBI Certificate, the excess of (i) the Retained Certificate
Distribution Amount over (ii) the Retained Administration Fee;
(B) upon presentation of an Officer's Certificate of the
Administrative Agent setting forth the basis for the
determination of the amount to be transferred, to the
Administrative Agent the sum of the following amounts
(collectively, the "Payment Date Advance Reimbursement"):
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(1) any outstanding Sales Proceeds Advances which
have been outstanding as of the end of the related
Collection Period for at least 270 days; and
(2) any outstanding Financial Component Advances
from (x) subsequent payments made by the related Lessee in
respect of the Total Monthly Payment due with respect to
the related Lessee Vehicles or (y) if the Lessee failed to
pay the entire Total Monthly Payment within at least 180
days after the date of billing as of the end of the
related Collection Period;
(C) to or on behalf of the Administrative Agent, the
Administration Fee in respect of the related Collection Period,
together with any unpaid Administration Fees in respect of one or
more prior Collection Periods; and
(D) to the Note Distribution Account, the Reserve Fund and
Certificate Distribution Account, such distributions in the
amounts and order of priority as set forth in Sections 8.04(a)
and 10.01 of the Indenture;
(vi) on each Payment Date, instruct the Trustee (acting through
the Trust Agent), in writing to transfer all net investment earnings
on each of the 1999-A SUBI Collection Account and the Residual Value
Surplus Account to the Reserve Fund;
(vii) on each Payment Date, after all distributions required to
be made on such Payment Date have been made, instruct the Trustee
(acting through the Trust Agent), in writing to make the following
distributions from the Residual Value Surplus Account:
(A) to or on behalf of the Administrative Agent to the
extent not otherwise covered by Sales Proceeds or Termination
Proceeds, any Disposition Expenses relating to 1999-A Vehicles
sold by the Administrative Agent pursuant to the Administration
Agreement during the related Collection Period, together with any
such unreimbursed expenses or Advances incurred in one or more
prior Collection Periods; and
(B) to the Transferor, any remaining amounts on deposit in
the Residual Value Surplus Account.
(b) Notwithstanding Section 2.06 of the Basic Administration
Agreement, the Administrative Agent shall be permitted to retain the amounts
provided for in such Section received during a Monthly Period until the second
day following such Monthly Period, for so long as the following requirements
are met (collectively, the "Monthly Remittance Condition"):
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(i) (A) Ryder (or its successors pursuant to Section 2.13(b) of
the Basic Administration Agreement) is the Administrative Agent, (B)
Ryder's short-term debt is rated in the highest rating category by, or
is otherwise acceptable to, each Rating Agency and (C) no
Administrative Agent Default has occurred; or
(ii) if (A) the Administrative Agent obtains an Administrative
Agent Letter of Credit under which demands for payment may be made to
secure timely remittance of monthly SUBI Collections to the 1999-A
SUBI Collection Account and (B) the Trustee, the Indenture Trustee and
the Owner Trustee are provided with confirmation from each Rating
Agency to the effect that the use of an alternative remittance
schedule will not result in a Rating Event.
Pending deposit into the 1999-A SUBI Collection Account, SUBI Collections
(other than the Maintenance Component of Total Monthly Payments) may be
employed by the Administrative Agent at its own risk and for its own benefit
and shall not be segregated from its own funds.
(c) If, with respect to an Invoiced Vehicle Group, the related Lessee
pays (i) the Total Monthly Payment, the Administrative Agent shall deposit from
such payment into the 1999-A SUBI Collection Account the Financial Component
related to such Invoiced Vehicle Group and (ii) less than the Total Monthly
Payment due, the Administrative Agent shall deposit from such payment into the
1999-A SUBI Collection Account an amount equal to the Lessee Partial Financial
Component Payment.
(d) Payments on the 1999-A Leases shall be allocated pro rata using
the Financial Component and the Maintenance Component thereof. During each
Collection Period, all payments in respect of the Maintenance Component either
will not be deposited into the related Collection Account or will be withdrawn
daily therefrom; and in each case, all such payments shall be paid to or
retained by the Maintenance Provider.
Section 11.05. Net Deposits. Notwithstanding anything to the contrary
contained in this Administration Supplement, for so long as Ryder is the
Administrative Agent, the Administrative Agent shall be permitted to deposit
into the 1999-A SUBI Collection Account only the net amount distributable to
the Issuer, as holder of the 99% 1999-A Vehicle SUBI Certificate and pledgee of
the 99% 1999-A Lease SUBI Certificate, on the related Deposit Date. The
Administrative Agent shall, however, account to the Issuer, the Trustee, the
Trustee Agent, the Indenture Trustee (or any successor to the duties of the
Indenture Trustee), the Owner Trustee and the holders of Rated Securities as if
all of the deposits and distributions described herein were made individually.
Section 11.06. Servicing Compensation.
(a) As compensation for the performance of its obligations under this
Administration Supplement, the Administrative Agent shall be entitled to
receive the Administration Fee with respect to the 1999-A SUBI Assets.
(b) The Administrative Agent shall also be entitled to additional
servicing compensation with respect to the 1999-A SUBI Assets in the form of,
among other things, expense reimbursement and any other administrative fees or
similar charges under the 1999-A Leases, including but not limited to any late
payment fees now or later in effect.
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Section 11.07. Advances and Payment Date Advance Reimbursement.
(a) If a Lessee's actual payments with respect to an Invoiced Vehicle
Group are less than the Total Monthly Payments due with respect thereto during
a Collection Period, and are (i) greater than or equal to the Fixed Charge for
such Invoiced Vehicle Group, the Administrative Agent shall make a Full
Financial Component Advance or (ii) less than the Fixed Charge for such
Invoiced Vehicle Group, the Administrative Agent shall make a Partial Financial
Component Advance, in each case on or before the related Deposit Date, unless,
pursuant to Section 11.07(c), such Advance is not required to be made.
(b) On each Deposit Date, the Administrative Agent shall make, by
deposit into the 1999-A SUBI Collection Account, Sales Proceeds Advances. After
the Administrative Agent has made a Sales Proceeds Advance with respect to an
Expired Vehicle, the Issuer shall have no claim against or interest in such
Expired Vehicle or any Sales Proceeds resulting from the sale or other
disposition thereof, except with respect to any related Residual Value Surplus.
If the Administrative Agent shall sell or otherwise dispose of an Expired
Vehicle after having made a Sales Proceeds Advance, the Issuer may retain all
of such Sales Proceeds Advance, and the Administrative Agent shall retain the
related Sales Proceeds up to the Securitization Value of the related 1999-A
Lease, and shall deposit the Residual Value Surplus, if any, into the 1999-A
SUBI Collection Account. If the Sales Proceeds are less than the Securitization
Value of the related 1999-A Lease, the Administrative Agent may deduct the
difference from SUBI Collections in respect of one or more future Collection
Periods. If the Administrative Agent has not sold an Expired Vehicle within 270
days after it has made a Sales Proceeds Advance, it shall be reimbursed for
such Sales Proceeds Advance from the 1999-A SUBI Collection Account. Within six
months of receiving such reimbursement, if the related 1999-A Vehicle has not
been sold, the Administrative Agent shall cause such 1999-A Vehicle to be sold
at auction and shall remit the proceeds associated with such auction sale to
the 1999-A SUBI Collection Account.
(c) Notwithstanding anything to the contrary in the Administration
Agreement, the Administrative Agent shall be required to make Advances only to
the extent that it determines that such Advance will be recoverable from future
payments on or in respect of the related 1999-A Lease or 1999-A Vehicle.
Section 11.08. Third Party Claims. In addition to the requirements set
forth in Section 2.08 of the Basic Administration Agreement, the Administrative
Agent shall immediately notify the Transferor (in the event that Ryder is not
acting as Administrative Agent) and the Indenture Trustee (or any successor to
the duties of the Indenture Trustee) upon learning of a claim or Lien of
whatever kind of a third party that would materially and adversely affect the
interests of the Transferor or the Trust with respect to the 1999-A SUBI
Assets.
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Section 11.09. Contingent and Excess Liability Insurance Policies. So
long as any Securities are outstanding, the Administrative Agent shall maintain
and pay when due all premiums with respect to, and the Administrative Agent may
not terminate or cause the termination of, the Contingent and Excess Liability
Insurance Policies unless (i) a replacement Insurance Policy is obtained that
provides coverage against third party claims that may be raised against the
Trust or the Trustee on behalf of the Trust with respect to any 1999-A Vehicle
in an amount at least equal to $10 million per claim (which Insurance Policy
may be a blanket Insurance Policy covering the Administrative Agent and one or
more of its Affiliates) and (ii) in the case of Rated Securities, each Rating
Agency has delivered a letter to the holders of the Rated Securities to the
effect that such termination or any replacement insurance would not result in a
Rating Event. The obligations of the Administrative Agent pursuant to this
Section shall survive any termination of the Administrative Agent's other
obligations under the Administration Agreement until such time as claims can no
longer be brought that would be covered by such Insurance Policies, whether as
a result of the expiration of relevant statutes of limitations or otherwise.
Section 11.10. Reporting by the Administrative Agent; Delivery of
Certain Documentation.
(a) On or prior to the Closing Date, and periodically thereafter as
required in order to update the contents thereof upon any changes in the
matters certified therein, the Administrative Agent shall furnish to the
Trustee and the Related Beneficiary an Officer's Certificate listing the
officers of the Administrative Agent involved in, or responsible for, the
servicing of the 1999-A Leases.
(b) On or before each Determination Date, the Administrative Agent
shall, in addition to the information required in Section 4.01(c) of the Basic
Administration Agreement, to the extent that reimbursement is being requested
pursuant to such Section, include in the Officer's Certificate provided for in
such Section the amount of any transfer during the related Collection Period
from the Residual Value Surplus Account to the 1999-A SUBI Collection Account.
Section 11.11. Accountants' Reports. On or before April 30 of each
year, commencing with April 30, 2000 the Administrative Agent shall deliver or
cause to be delivered to the Issuer, the Indenture Trustee, each Rating Agency
and the Owner Trustee a report, prepared by the Independent Accountants of the
Administrative Agent, stating that such Independent Accountants have examined
the financial statements of the Administrative Agent (which may be financial
statements of its parent) for the preceding 12 months ended December 31 (or
such shorter period in the case of the first such report) in accordance with
generally accepted auditing standards, which examination included such tests of
the accounting records and such other auditing procedures as they considered
necessary in the circumstances, and that nothing came to the attention of such
Independent Accountants that caused them to believe that the servicing of such
1999-A Leases was not being conducted, or that distributions on the Rated
Securities were not being made, in each case in accordance with this Agreement,
except for such exceptions as such firm shall believe to be immaterial and such
other exceptions as shall be set forth in such statement.
Section 11.12. Annual Officer's Certificate. On or before April 30 of
each year, commencing April 30, 2000 the Administrative Agent shall deliver an
Officer's Certificate to the Issuer, the Indenture Trustee, each Rating Agency
and the Owner Trustee to the effect that a review of the activities of the
Administrative Agent during the preceding 12 months ended December 31 (or such
shorter period in the case of the first such Officer's Certificate) has been
made under the supervision of the officer executing such Officer's Certificate
with a view to determining whether during such period an Administrative Agent
Default has occurred, and (i) stating that, to the best knowledge of such
officer, no such Administrative Agent Default has occurred under the
Administration Agreement or (ii) if such a default has occurred, specifying
such default and the nature and status thereof.
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Section 11.13. Administrative Agent Defaults; Termination of
Administrative Agent.
(a) In addition to the provisions of Section 5.01(a) of the Basic
Administration Agreement, any of the following acts or occurrences shall
constitute an Administrative Agent Default under the Administration Agreement:
(i) the Administrative Agent shall fail to maintain or pay when
due the premium in respect of any Contingent and Excess Liability
Insurance Policy, which failure continues for ten Business Days after
discovery of such failure by an officer of the Administrative Agent or
receipt by the Administrative Agent of written notice thereof by the
Trustee or a Holder;
(ii) the Administrative Agent shall fail to deliver to the
Indenture Trustee (or any successor to the duties of the Indenture
Trustee) any report required to be delivered to the Indenture Trustee
or the Issuer pursuant to the Basic Documents to which the
Administrative Agent is a party, which failure continues for 30
Business Days after discovery of such failure by an officer of the
Administrative Agent or receipt by the Administrative Agent of written
notice thereof by the Indenture Trustee; or
(iii) the Administrative Agent shall fail to cause the delivery
to the Indenture Trustee for distribution to the Noteholders or to the
Owner Trustee for distribution to the Certificateholders any required
payment or fail to deliver to the Trustee (acting through the Trust
Agent) for distribution to the Indenture Trustee and the Owner Trustee
any required payment, which failure continues for five Business Days
after discovery of such failure by an officer of the Administrative
Agent or receipt by the Administrative Agent of notice thereof from
the Indenture Trustee, the Owner Trustee or holders of Securities
evidencing not less than 25% of the aggregate unpaid principal balance
of the Securities, voting together as a single class;
provided, however, that any such failure with respect to the 1999-A SUBIs shall
be an Administrative Agent Default only with respect to such 1999-A SUBIs and
not with respect to any other Sub-Trust.
(b) Upon the occurrence of any Administrative Agent Default under the
Administration Agreement, in addition to the requirements set forth in Section
5.01(b) of the Basic Administration Agreement, the Administrative Agent shall
provide to the Indenture Trustee, the Owner Trustee, and any holders of Rated
Securities, prompt notice of such failure or delay by it, together with a
description of its efforts to so perform its obligations.
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(c) In addition to the provisions of Section 5.01(c) of the Basic
Administration Agreement, if an Administrative Agent Default shall have
occurred and be continuing with respect to the 1999-A SUBIs, the Trustee on
behalf of the Trust shall, at the direction of the Required Related Holders, by
notice given to the Administrative Agent, each Rating Agency, the Related
Beneficiary and the holders of the Rated Securities, terminate the rights and
obligations of the Administrative Agent under this Administration Supplement in
accordance with such Section. In the event the Administrative Agent is removed
as administrative agent with respect to servicing the 1999-A SUBI Assets,
subject to the consent of the Trustee, the Required Related Holders shall
appoint a successor administrative agent. The successor Administrative Agent
shall accept its appointment by a written assumption in a form acceptable to
the Trustee. Such successor Administrative Agent shall be approved by the
Trustee, such approval not to be unreasonably withheld. With respect to any
Administrative Agent Default related to the 1999-A SUBI Assets, the Trustee,
acting on the direction of the Required Related Holders may waive any default
of the Administrative Agent. For purposes of this Section, so long as the Lien
of the Indenture is in place, the Required Related Holders shall be deemed to
be the Indenture Trustee (as Registered Pledgee of the 1999-A SUBI
Certificates), acting at the direction of the Required Percentage of the Senior
Noteholders and thereafter, the Owner Trustee, acting at the direction of the
Required Percentage of the Trust Certificateholders until the Aggregate
Certificate Balance has been reduced to zero.
(d) In the event the Administrative Agent is removed with respect to
servicing the 1999-A SUBI Assets, the Administrative Agent shall be entitled to
reimbursement for any outstanding Advances made pursuant to this Supplement, to
the extent of the funds available therefore with respect to all Advances made
by the Administrative Agent.
Section 11.14. Administrative Agent Representations and Warranties.
Effective as of the date hereof, the Administrative Agent hereby reaffirms the
representations and warranties set forth in Section 7.01 of the Basic
Administration Agreement. For purposes of this Section, references in Section
7.01 of the Basic Administration Agreement to "this Agreement" shall be deemed
to refer to the Administration Agreement as defined herein.
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ARTICLE TWELVE
MAINTENANCE OF 1999-A VEHICLES
Section 12.01. Maintenance Provider Default; Termination of
Maintenance Provider.
(a) Upon the occurrence of any Maintenance Provider Default under the
Administration Agreement, in addition to the requirements set forth in Section
6.01(b) of the Basic Administration Agreement, the Administrative Agent shall
provide to the Indenture Trustee, the Owner Trustee, and any holders of Rated
Securities, prompt notice of such failure or delay by the Maintenance Provider,
together with a description of the Maintenance Provider's efforts to so perform
its obligations.
(b) In addition to the provisions of Section 6.01(c) of the Basic
Administration Agreement, if a Maintenance Provider Default shall have occurred
and be continuing with respect to a 1999-A SUBI, the Trustee on behalf of the
Trust shall, at the direction of the Required Related Holders, by notice given
to the Administrative Agent, each Rating Agency, the Related Beneficiary and
the holders of the Rated Securities, terminate the rights and obligations of
the Maintenance Provider under this Administration Supplement in accordance
with such Section. In the event the Maintenance Provider is removed as
maintenance provider with respect to servicing the 1999-A SUBI Assets, subject
to the consent of the Trustee, the Required Related Holders shall appoint a
successor maintenance provider. The successor Maintenance Provider shall accept
its appointment by a written assumption in a form acceptable to the Trustee.
Such successor Maintenance Provider shall be approved by the Trustee, such
approval not to be unreasonably withheld. With respect to any Maintenance
Provider Default related to the 1999-A SUBI Assets, the Trustee, acting on the
direction of the Required Related Holders may waive any default of the
Maintenance Provider. For purposes of this Section, so long as the Lien of the
Indenture is in place, the Required Related Holders shall be deemed to be the
Indenture Trustee (as Registered Pledgee of the 1999-A SUBI Certificates)
acting at the direction of the Required Percentage of the Senior Noteholders
and thereafter, the Owner Trustee, acting at the direction of the Required
Percentage of the Trust Certificateholders until the Aggregate Certificate
Balance has been reduced to zero.
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ARTICLE THIRTEEN
MISCELLANEOUS
Section 13.01. Termination of Supplement. This Administration
Supplement shall terminate upon the earlier to occur of (i) the termination of
the 1999-A SUBIs or (ii) the resignation or removal of the Administrative Agent
with respect to the 1999-A SUBIs in accordance with the terms of the
Administration Agreement. Any such termination hereunder shall effect a
termination only with respect to the 1999-A SUBI Assets and not as to Trust
Assets allocated to any other Sub-Trust, and shall not effect a termination of
the Basic Administration Agreement or any other Administration Supplement.
Section 13.02. Amendment. Notwithstanding the foregoing, this
Administration Supplement (and, accordingly, the Basic Administration
Agreement, insofar as it relates to the 1999-A SUBIs) may be amended from time
to time by the parties hereto (including to change the manner in which the
Residual Value Surplus Account is funded, including the elimination of the
Residual Value Surplus Account, or to change the remittance schedule for
depositing SUBI Collections and other amounts into the 1999-A SUBI Collection
Account) (i) upon confirmation from each Rating Agency to the effect that such
amendment would not cause a Rating Event or (ii) upon receipt of the consent of
holders of Rated Securities affected thereby holding not less than a Majority
Interest, for the purpose of adding any provisions to, changing in any manner
or eliminating any of the provisions of this Administration Supplement or
modifying in any manner the rights of the holders of Rated Securities;
provided, however, that (A)(1) no such amendment shall increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections or
payments in respect of the 1999-A SUBIs or the 99% 1999-A SUBI Certificates or
distributions (or the interest rate thereon) required to be made on any Rated
Securities and (2) no amendment of any type shall reduce the percentage of the
aggregate principal amount of Rated Securities required to consent to any such
amendment, in each case without the consent of all the holders or 100% of all
outstanding Rated Securities, as the case may be, and (B) an Opinion of Counsel
is delivered to the effect that, in addition to the information required by
Section 8.02(b)(ii) of the Basic Administration Agreement, after such
amendment, the Trust Certificates will properly be characterized as
indebtedness that is secured by the assets of the Trust.
Section 13.03. Governing Law. This Administration Supplement shall be
governed by and construed in accordance with the internal laws of the State of
New York without regard to any otherwise applicable principles of conflicts of
laws (other than Section 5-1401 of the New York General Obligations Law).
Section 13.04. Relationship of this Administration Supplement to Other
Trust Documents. Unless the context otherwise requires, this Administration
Supplement and the other Trust Documents shall be interpreted so as to give
full effect to all provisions hereof and thereof. In the event of any actual
conflict between the provisions of this Administration Supplement and (i) the
Origination Trust Agreement, with respect to the servicing of any Trust Assets,
the provisions of this Administration Supplement shall prevail and (ii) the
Basic Administration Agreement, the provisions of this Administration
Supplement shall control.
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Section 13.05. Binding Effect. The provisions of this Administration
Supplement shall be binding upon and inure to the benefit of the parties hereto
and their permitted successors and assigns, and all such provisions shall inure
to the benefit of the Trustee on behalf of the Trust.
Section 13.06. Table of Contents and Headings. The Table of Contents
and Article and Section headings herein are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.
Section 13.07. Counterparts. This Administration Supplement may be
executed in any number of counterparts, each of which so executed and delivered
shall be deemed to be an original, but all of which counterparts shall together
constitute but one and the same instrument.
Section 13.08. Further Assurances. Each party will do such acts, and
execute and deliver to any other party such additional documents or
instruments, as may be reasonably requested in order to effect the purposes of
this Administration Supplement and to better assure and confirm unto the
requesting party its rights, powers and remedies hereunder.
Section 13.09. Third-Party Beneficiaries. The Issuer, each holder or
registered pledgee of the 1999-A SUBIs and each Related Beneficiary shall be
third-party beneficiaries of the Administration Agreement. Except as otherwise
provided in the Administration Agreement, no other Person shall have any rights
hereunder.
Section 13.10. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privileges provided at law, in equity or otherwise.
Section 13.11. No Petition. The Administrative Agent and the
Maintenance Provider, by entering into this Agreement, in addition to
provisions of Section 8.14 of the Basic Administration Agreement, hereby
covenant and agree that they will not institute, or join in instituting, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding,
or other Proceeding under federal or state bankruptcy or similar laws for a
period of one year and a day after payment in full of the Securities, against
the Transferor or the Issuer; provided, however, that 100% of the Senior
Noteholders, or, if no Senior Notes are then outstanding, the Subordinated
Noteholder, or, if no Subordinated Notes are then outstanding, 100% of the
Trust Certificateholders (in each case excluding the Transferor and any of its
Affiliates) may at any time institute or join in instituting any bankruptcy,
reorganization, insolvency or liquidation proceeding against the Transferor or
the Issuer.
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IN WITNESS WHEREOF, the parties hereto have caused this Administration
Supplement to be duly executed by their respective officers duly authorized as
of the day and year first above written.
RYDER TRUCK RENTAL LT
By: RTRT, INC.,
as Trustee
By:
--------------------------------------
Name:
Title:
RYDER TRUCK RENTAL I LP,
as UTI Beneficiary
By: RYDER TRUCK RENTAL I LLC,
as General Partner
By: RTR LEASING I, INC.,
as Manager
By:
--------------------------------------
Name:
Title:
RYDER TRUCK RENTAL II LP,
as UTI Beneficiary
By: RYDER TRUCK RENTAL II LLC,
as General Partner
By: RTR LEASING I, INC.,
as Manager
By:
--------------------------------------
Name:
Title:
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RYDER TRUCK RENTAL, INC.,
as Administrative Agent
By:
-----------------------------------
Name:
Title:
RYDER TRUCK RENTAL, INC.,
as Maintenance Provider
By:
-----------------------------------
Name:
Title:
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EXHIBIT A
SCHEDULE OF 1999-A VEHICLES
[Omitted. Copies on file with the Administrative Agent, the Trustee
and the Owner Trustee.]
A-1
