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RENTAL CAR FINANCE CORP.,
as Issuer
and
BANKERS TRUST COMPANY,
as Trustee
----------------------
SERIES 2000-1 SUPPLEMENT
dated as of December 15, 2000
to
BASE INDENTURE
dated as of December 13, 1995,
as amended by
AMENDMENT TO BASE INDENTURE,
dated as of December 23, 1997
Rental Car Asset Backed Variable Funding Notes, Series 2000-1
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TABLE OF CONTENTS
Page
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ARTICLE 1 DESIGNATION..........................................................1
ARTICLE 2 DEFINITIONS AND CONSTRUCTION.........................................2
ARTICLE 3 GRANT OF RIGHTS UNDER THE MASTER LEASE..............................35
Section 3.1 Grant of Security Interest....................35
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ARTICLE 4A INITIAL ISSUANCE AND INCREASES AND DECREASES OF SERIES 2000-1
INVESTED AMOUNT OF SERIES 2000-1 NOTES........................................36
Section 4A.1 Issuance in Definitive Form...................36
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Section 4A.2 Procedure for Increasing the Series 2000-1
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Invested Amount...............................36
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Section 4A.3 Decreases.....................................38
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ARTICLE 4 ALLOCATION AND APPLICATION OF COLLECTIONS...........................39
ARTICLE 5 AMORTIZATION EVENTS.................................................59
Section 5.1 Series 2000-1 Amortization Events.............59
---------------------------------
Section 5.2 Waiver of Past Events.........................60
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ARTICLE 6 COVENANTS...........................................................60
Section 6.1 Minimum Subordinated Amount...................60
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Section 6.2 Minimum Series 2000-1 Letter of Credit Amount.60
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ARTICLE 7 FORM OF SERIES 2000-1 NOTES.........................................60
ARTICLE 8 GENERAL.............................................................61
Section 8.1 Payment of Rating Agencies' Fees..............61
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Section 8.2 Exhibits......................................61
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Section 8.3 Ratification of Base Indenture................61
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Section 8.4 Counterparts..................................61
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Section 8.5 Governing Law.................................61
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Section 8.6 Amendments....................................61
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Schedule 1 - Existing Schedule of Maximum Manufacturer Percentages
Schedule 2 - New Schedule of Maximum Manufacturer Percentages
Exhibit A - Form of Rental Car Asset Backed Variable Funding
Note, Series 2000-1
Exhibit B - [Reserved]
Exhibit C - Form of Demand Note
Exhibit D - Form of Notice of Series 2000-1 Lease Payment Losses
i
THIS SERIES 2000-1 SUPPLEMENT, dated as of December 15, 2000 (as the
same may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof and of the Base Indenture referred to
below, this "Supplement"), between RENTAL CAR FINANCE CORP., a special purpose
Oklahoma corporation ("RCFC" or the "Issuer"), and BANKERS TRUST COMPANY, a New
York banking corporation (together with its successors in trust thereunder as
provided in the Base Indenture referred to below, the "Trustee"), to the Base
Indenture, dated as of December 13, 1995, between RCFC and the Trustee, as
amended by Amendment to Base Indenture, dated as of December 23, 1997, between
RCFC and the Trustee (as amended by such amendment and as the same may be
further amended, supplemented, restated or otherwise modified from time to time
in accordance with its terms, exclusive of Supplements creating a new Series of
Notes, the "Base Indenture").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Sections 2.2, 2.3, 11.1 and 11.3 of the Base Indenture
provide, among other things, that RCFC and the Trustee may at any time and from
time to time enter into a Series Supplement to the Base Indenture for the
purpose of authorizing the issuance of one or more Series of Notes;
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto hereby agree as follows:
ARTICLE 1
DESIGNATION
(a) There is hereby created a Series of Notes to be issued pursuant to the Base
Indenture and this Supplement and such Series of Notes shall be designated
generally as Rental Car Asset Backed Variable Funding Notes, Series 2000-1. The
Rental Car Asset Backed Variable Funding Notes, Series 2000-1, shall be issued
in one class and shall be referred to collectively as the "Series 2000-1 Notes".
(b) The net proceeds from the sale of and Increases in respect of the Series
2000-1 Notes shall be deposited into the Group II Collection Account, and such
proceeds and the proceeds of Increases in respect thereof shall be used (i) on
and after the Series 2000-1 Closing Date, to finance or refinance the
acquisition by the Issuer, Thrifty or Dollar of Financed Vehicles or Eligible
Receivables, (ii) on and after the Series 2000-1 Closing Date, to acquire
Acquired Vehicles from certain Eligible Manufacturers, Auctions or otherwise or
to refinance the same and (iii) in certain circumstances, to pay principal on
amortizing Group II Series of Notes other than the Series 2000-1 Notes.
(c) The Series 2000-1 Notes are a Segregated Series of Notes (as more fully
described in the Base Indenture) and are hereby designated as a "Group II Series
of Notes". On March 4, 1998, RCFC and the Trustee also entered into a supplement
(the "Series 1998-1 Supplement") to the Base Indenture pursuant to which RCFC
issued a Segregated Series of Notes (the "Series 1998-1 Notes") designated as
"Group II Series of Notes." The Issuer may from time to time issue additional
Segregated Series of Notes that the related Series Supplements will indicate are
entitled to share, together with the Series 1998-1 Notes and the Series 2000-1
Notes in the Group II Collateral and any other Collateral and Master Collateral
designated as security for the Series 1998-1 Notes and the Series 2000-1 Notes
under the Series 1998-1 Supplement, this Supplement and the Master Collateral
Agency Agreement (the Series 1998-1 Notes, the Series 2000-1 Notes and any such
additional Segregated Series, each, a "Group II Series of Notes" and,
collectively, the "Group II Series of Notes"). Accordingly, all references in
this Supplement to "all" Series of Notes (and all references in this Supplement
to terms defined in the Base Indenture that contain references to "all" Series
of Notes) shall refer to all Group II Series of Notes.
1
ARTICLE 2
DEFINITIONS AND CONSTRUCTION
(a) All capitalized terms not otherwise defined in this Supplement are defined
in the Definitions List attached to the Base Indenture as Schedule 1 thereto (as
the same may be amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms of the Base Indenture, the "Definitions
List"). All capitalized terms defined in this Supplement that are also defined
in the Definitions List to the Base Indenture shall, unless the context
otherwise requires, have the meanings set forth in this Supplement. All
references to "Articles", "Sections" or "Subsections" herein shall refer to
Articles, Sections or Subsections of the Base Indenture, except as otherwise
provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Base Indenture, each
capitalized term used or defined herein shall relate only to the Series 2000-1
Notes and not to any other Series of Notes issued by the Issuer. In addition,
with respect to the Series 2000-1 Notes, references in the Base Indenture to (i)
the "Lease" shall be deemed to refer to the Master Lease and any other Lease
related to Group II Vehicles, (ii) "Thrifty Finance" shall be deemed to refer to
RCFC, (iii) "Lessee" shall be deemed to refer to any or all of the Lessees under
the Master Lease and any other Lease related to Group II Vehicles, as the
context requires, (iv) "Servicer" shall be deemed to refer to the Master
Servicer, and (v) when the terms "Lease," "Thrifty Finance," "Lessee" or
"Servicer" are imbedded in a defined term within the Base Indenture, they shall
be deemed to refer to the corresponding concept described in clauses (i) through
(iv), as applicable, except in each case as otherwise specified in this
Supplement or as the context may otherwise require.
(b) The following words and phrases shall have the following meanings with
respect to the Series 2000-1 Notes, and the definitions of such terms are
applicable to the singular as well as the plural form of such terms and to the
masculine as well as the feminine and neuter genders of such terms:
"Accrued Amounts" means, with respect to any Group II Series of Notes
(or any class (or portion thereof)), on any date of determination, the sum of
(i) accrued and unpaid interest on the Notes of such Series (or the applicable
class thereof) as of such date, (ii) the portion of the accrued and unpaid
Monthly Servicing Fee (and any Supplemental Monthly Servicing Fee) allocated to
such Series of Notes (or the applicable class thereof) on such date pursuant to
any Leases (which with respect to the Series 2000-1 Notes is pursuant to Section
26.1 of the Master Lease), and (iii) the product of (A) all other accrued and
unpaid fees and expenses of RCFC on such date, times (B) a fraction, the
numerator of which is the Invested Amount of such Group II Series of Notes (or
the applicable class thereof) (which with respect to the Series 2000-1 Notes
shall be the Series 2000-1 Invested Amount) on such date and the denominator of
which is the Group II Aggregate Invested Amount for all Outstanding Group II
Series of Notes on such date.
2
"Acquired Vehicles" means any Eligible Vehicles acquired by RCFC and
leased by RCFC to any of the Lessees under Annex A of the Master Lease.
"Additional Depreciation Charge" means, with respect to each
Non-Program Vehicle leased under the Master Lease (or any other Lease related to
Group II Vehicles) as of the last day of the Related Month, an amount (which may
be zero) allocated to such Non-Program Vehicle by the Master Servicer such that
the sum of such amounts with respect to all Non-Program Vehicles shall be equal
to the amount, if any, by which (i) the aggregate Net Book Value of all such
Non-Program Vehicles exceeds (ii) the three (3) month rolling average of the
aggregate Market Value of such Non-Program Vehicles determined as of such day
and the first day of each of the two (2) calendar months preceding such day.
"Additional Lessee" has the meaning specified in Section 28 of the
Master Lease.
"Additional Overcollateralization Amount" means, as of any date of
determination, an amount equal to (a) the Overcollateralization Portion on such
date divided by the Series 2000-1 Enhancement Factor as of such date minus (b)
the Overcollateralization Portion as of such date.
"Additional Ownership Group" has the meaning specified in the
definition of Ownership Group.
"Adjusted EBITDA" means, for any applicable period, the excess of
(a) EBITDA for such period
over
(b) to the extent added in arriving at such EBITDA, the sum of (i) the
aggregate amount of depreciation in respect of Vehicles during such period plus
(ii) Vehicle Interest Expense during such period.
"Administrative Agent" means Bank One, NA, and its successors and
assigns.
"Aggregate Asset Amount" means, with respect to the Series 2000-1
Notes, on any date of determination, without duplication, the sum of (i) the Net
Book Value of all Group II Vehicles with respect to which the applicable Vehicle
Lease Expiration Date has not occurred, plus (ii) all amounts receivable, as of
such date, due to RCFC, Thrifty or Dollar from Eligible Manufacturers under and
in accordance with their respective Eligible Vehicle Disposition Programs, or
from Eligible Manufacturers as incentive payments, allowances, premiums,
supplemental payments or otherwise, in each case with respect to Group II
Vehicles at any time owned, financed or refinanced by RCFC or with respect to
amounts otherwise transferred to RCFC and pledged to the Master Collateral
Agent, plus (iii) all amounts (other than amounts specified in clause (ii)
above) receivable, as of such date, by RCFC, Thrifty or Dollar from any Person
in connection with the Auction, sale or other disposition of Group II Vehicles,
plus (iv) all accrued and unpaid Monthly Base Rent and Monthly Supplemental
Payments (other than amounts specified in clauses (ii) and (iii) above) payable
in respect of the Group II Vehicles, plus (v) cash and Permitted Investments on
deposit in the Collection Account constituting Group II Collateral (less any
portion thereof allocated to the Retained Interest), plus (vi) cash and
Permitted Investments constituting Group II Collateral and cash and Permitted
Investments in the Master Collateral Account constituting Group II Master
Collateral.
3
"Aggregate Interest Expense" is defined in clause (a) of the definition
of "Non-Vehicle Interest Expense".
"Annual Certificate" is defined in Section 24.4(g) of the Master Lease.
"Asset Amount Deficiency" means, as of any date of determination, the
amount, if any, by which the Required Asset Amount exceeds the Aggregate Asset
Amount, as of such date of determination.
"Assignment Agreement" means a Vehicle Disposition Program Assignment
Agreement, in the form attached as Exhibit F to the Master Collateral Agency
Agreement, or in such other form as is acceptable to the Rating Agencies,
between a Lessee and/or RCFC as the case may be, as assignor, and the Master
Collateral Agent, as assignee, and acknowledged by the applicable Manufacturer,
pursuant to which such Lessee and/or RCFC, as the case may be, assigns as
collateral to the Master Collateral Agent all of such Lessee's and/or RCFC's, as
the case may be, right, title and interest in, to and under a Vehicle
Disposition Program.
"Authorized Officer" means (a) as to RCFC, any of its President, any
Vice President, the Treasurer or an Assistant Treasurer, the Secretary or any
Assistant Secretary and (b) as to DTAG (including in its capacity as the Master
Servicer), Thrifty (including in its capacities as a Lessee and as a Servicer),
Dollar (including in its capacities as a Lessee and as a Servicer), any
Additional Lessee or additional Servicer, those officers, employees and agents
of DTAG, Thrifty, Dollar, such Additional Lessee or such other Servicer, as the
case may be, in each case whose signatures and incumbency shall have been
certified as the authentic signatures of duly qualified and elected persons
authorized to act on behalf of such entities.
"Availability Payment" is defined in Section 5.2 of the Master Lease.
"Base Indenture" has the meaning set forth in the preamble hereto.
"Base Rate" means, with respect to any Series 2000-1 Note for any Base
Tranche Period, the daily average during such period of the sum of (a) the
greater of (i) (1) for the Bank One Ownership Group, that interest rate
denominated and set by Bank One as its "prime rate" from time to time as an
interest rate basis for borrowings, (2) for the BNS Ownership Group, that
interest rate denominated and set by BNS as its "prime rate" from time to time
as an interest rate basis for borrowings, and (3) for any Additional Ownership
Group, that interest rate denominated and set by the related Managing Agent as
its "prime rate" from time to time as an interest rate basis for borrowings, and
(ii) the Federal Funds Rate plus 0.50% plus (b) following the occurrence and
during the continuance of an Amortization Event, 2.00% per annum. The "prime
rate" is but one of several interest rate bases used by Bank One, BNS and any
other Managing Agent, respectively, and each of the foregoing lends at interest
rates above and below their respective "prime rate."
4
"Base Tranche Period" means a period of days ending on a Business Day
on which the Series 2000-1 Invested Amount, or any portion thereof, is accruing
interest at the Base Rate.
"Board of Directors" means the Board of Directors of DTAG, RCFC,
Thrifty or Dollar, as applicable, or any authorized committee of the Board of
Directors.
"Capital Expenditures" means, for any period, the sum of
(a) the aggregate amount of all expenditures of DTAG and its
Subsidiaries for fixed or capital assets made during such period which, in
accordance with GAAP (to the extent applicable), would be classified as capital
expenditures; and
(b) the aggregate amount of all Capitalized Lease Liabilities incurred
during such period; provided, however, that Capital Expenditures shall not
include any such amounts made or incurred in connection with Permitted Business
Acquisitions (as such term is defined in the Credit Agreement as in effect on
the date hereof and without giving effect to any amendments thereto, unless
otherwise agreed to by the Series 2000-1 Required Noteholders) (including
Permitted Business Acquisitions that are Excepted Dollar Acquisitions (as such
term is defined in the Credit Agreement as in effect on the date hereof and
without giving effect to any amendments thereto, unless otherwise agreed to by
the Series 2000-1 Required Noteholders)).
"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock or equity, whether now outstanding or issued after the
date hereof, including all common stock, preferred stock, partnership interests
and member interests.
"Capitalized Lease Liabilities" means all monetary obligations of DTAG
or any of its Subsidiaries under any leasing or similar arrangement which, in
accordance with GAAP, would be classified as capitalized leases, and, for
purposes of this Supplement and each other Related Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and, with respect to any such leasing or similar arrangement, the
stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a premium or a penalty.
"Carrying Charges" means, as of any day, (i) without duplication, the
aggregate of all Trustee fees, servicing fees (other than supplemental servicing
fees) and other fees and expenses and indemnity amounts, if any, payable by
RCFC, the Master Servicer or any Servicer under the Indenture, the Series 2000-1
Note Purchase Agreement or the other Related Documents which have accrued with
respect to the Series 2000-1 Notes during the Related Month, plus (ii) without
duplication, all amounts payable by the Lessees (in case of a Lease Event of
Default) which have accrued during the Related Month.
"Casualty" means, with respect to any Vehicle, that (i) such Vehicle is
lost, stolen (and not recovered within 60 days of being reported stolen),
destroyed, damaged, seized or otherwise rendered permanently unfit or
unavailable for use, (including Vehicles that are rejected pursuant to Section
2.2 of the Master Lease), or (ii) such Vehicle is not accepted for Auction or
repurchase by the Manufacturer in accordance with the related Vehicle
Disposition Program for any reason within thirty (30) days of initial submission
and is not designated a Non-Program Vehicle pursuant to Section 14 of the Master
Lease (other than, in the case of clause (ii) above, the applicable
Manufacturer's willful refusal or inability to comply with its obligations under
its Vehicle Disposition Program).
5
"Casualty Payment" is defined in Section 7 of the Master Lease.
"Certificate of Credit Demand" means a certificate in the form of Annex
A to the Series 2000-1 Letter of Credit.
"Certificate of Termination Demand" means a certificate in the form of
Annex C to the Series 2000-1 Letter of Credit.
"Collections" means (i) all payments including, without limitation, all
Recoveries and Lease Payment Recoveries, by, or on behalf of a Lessee under the
Master Lease, (ii) all Credit Draws under the Series 2000-1 Letter of Credit and
withdrawals from the Series 2000-1 Cash Collateral Account, (iii) all payments
including, without limitation, all Recoveries and Lease Payment Recoveries, by,
or on behalf of any Manufacturer, under its Vehicle Disposition Program or any
incentive program, (iv) all payments with respect to a Qualified Intermediary
Obligation with respect to Group II Vehicles under a like-kind exchange program,
(v) all payments including, without limitation, all Recoveries and Lease Payment
Recoveries, by, or on behalf of any other Person as proceeds from the sale of
Group II Vehicles, payment of insurance proceeds, whether such payments are in
the form of cash, checks, wire transfers or other form of payment and whether in
respect of principal, interest, repurchase price, fees, expenses or otherwise
and (vi) all amounts earned on Permitted Investments arising out of funds in the
Group II Collection Account and in the Master Collateral Account (to the extent
allocable to the Trustee as Beneficiary thereunder).
"Commercial Paper" has the meaning specified in the Series 2000-1 Note
Purchase Agreement.
"Committed Purchasers" means, collectively, Bank One and BNS, as each
such term is defined in the definition of "Ownership Group," and any of their
successors and permitted assigns, and such other purchasers as shall become
parties to the Series 2000-1 Note Purchase Agreement as Committed Purchasers.
"Condition Report" means a condition report with respect to a Group II
Vehicle, signed and dated by a Lessee or a Franchisee and any Manufacturer or
its agent in accordance with the applicable Vehicle Disposition Program.
"Conduit Purchasers" means, collectively, Falcon Asset Securitization
Corporation and Liberty Street Funding Corp., and any of their successors and
permitted assigns, and such other purchasers as shall become parties to the
Series 2000-1 Note Purchase Agreement as Conduit Purchasers.
6
"Consolidated Working Capital" means, with respect to DTAG, at any
date, the excess (or the deficit) of (a) the sum of the amounts that, in
accordance with GAAP, are set forth opposite the captions "receivable, net"
(excluding accounts receivable pledged to Bankers Trust Company, as the master
collateral agent, or any successor thereto in such capacity under Sections
2.1(a)(iii) and 2.1(b)(iii) of the Master Collateral Agency Agreement), "prepaid
expenses and other assets," "income taxes receivable," and "deferred income tax
assets" or any like captions, at such date over (b) the sum of the amounts that,
in accordance with GAAP, are set forth opposite the captions (i) "accounts
payable" (excluding outstanding checks included in accounts payable related to
Vehicle financing ("float"), (ii) "accrued liabilities," (iii) "income taxes
payable," (iv) "public liability and property damage," (v) "deferred income tax
liabilities," and (vi) any like captions, at such date: provided, however, that
such sum shall only include amounts set forth under the captions described in
clauses (b)(ii), (iv), (v) and such captions that are like the captions
described in such clauses (b)(ii), (iv) and (v), in each case, to the extent and
solely to the extent that such amounts are payable within the next 12 months of
such date.
"CP Rate" means, with respect to a Conduit Purchaser and any CP Tranche
Period applicable to such Conduit Purchaser, the rate equivalent to the rate (or
if more than one rate, the weighted average of the rates) at which such Conduit
Purchaser's Commercial Paper (whether any such Commercial Paper was issued
specifically to fund such Conduit Purchaser's Series 2000-1 Invested Amount or
is allocated, in whole or in part, to such funding) having a term equal to such
CP Tranche Period are sold plus the amount of any placement agent or commercial
paper dealer fees or other fees of such Conduit Purchaser incurred in connection
with such sale; provided, however, if the rate (or rates) is a discounted rate
(or rates), the "CP Rate" for such CP Tranche Period shall be the rate (or, if
more than one rate, the weighted average of the rates) resulting from converting
such discount rate (or rates) to an interest-bearing equivalent rate.
"CP Tranche Period" means a period of days ending on a Business Day
which shall not exceed 270 days and during which the Series 2000-1 Invested
Amount, or any portion thereof, is accruing interest at the CP Rate.
"Credit Agreement" means the Amended and Restated Credit Agreement,
dated as of August 3, 2000, among DTAG, Dollar and Thrifty, as borrowers, the
financial institutions from time to time party thereto, as lenders, Credit
Suisse First Boston, as administrative agent for the lenders, The Chase
Manhattan Bank, as syndication agent for the lenders, and Credit Suisse First
Boston and Chase Securities Inc. as co-arrangers, as the same may be amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms.
"Credit Demand" means a demand for a LOC Credit Disbursement under the
Series 2000-1 Letter of Credit pursuant to a Certificate of Credit Demand.
"Credit Draw" means a draw on the Series 2000-1 Letter of Credit
pursuant to a Certificate of Credit Demand.
"Daily Interest Amount" means, with respect to any Series 2000-1 Note
and any day in a Series 2000-1 Interest Period, an amount equal to the result of
(a) the sum for each such day of (i) the product of (x) the CP Rate for such day
and (y) the portion of the Series 2000-1 Invested Amount represented by such
Series 2000-1 Note as of the close of business on such day accruing interest at
the CP Rate, plus (ii) the product of (x) the Eurodollar Rate for such day and
(y) the portion of the Series 2000-1 Invested Amount represented by such Series
2000-1 Note as of the close of business on such day accruing interest at the
Eurodollar Rate, plus (iii) the product of (x) the Base Rate for such day and
(y) the portion of the Series 2000-1 Invested Amount represented by such Series
2000-1 Note as of the close of business on such day accruing interest at the
Base Rate, divided by (b) 360.
7
"Daily Report" is defined in Section 24.4(a) of the Master Lease.
"DaimlerChrysler" means DaimlerChrysler Motors Corporation, a Delaware
corporation.
"Decrease" means a Voluntary Decrease or a Mandatory Decrease, as
applicable.
"Defaulting Manufacturer" is defined in Section 18 of the Master Lease.
"Demand Note" means that certain Demand Note, dated as of December 15,
2000, made by DTAG to the Issuer in substantially the form attached as Exhibit C
to this Supplement.
"Depreciation Charge" means, for any date of determination, (a) with
respect to any Program Vehicle leased under the Master Lease (or any other Lease
with respect to Group II Vehicles), the scheduled daily depreciation charge for
such Vehicle set forth by the Manufacturer in its Vehicle Disposition Program
for such Vehicle, and (b) with respect to any Non-Program Vehicle leased under
the Master Lease (or any other Lease with respect to Group II Vehicles), (i) the
scheduled daily depreciation charge for such Vehicle set forth by the Servicer
in the Depreciation Schedule for such Vehicle plus (ii) as of the last day of
the Related Month, the Additional Depreciation Charge, if any, allocable to such
Non-Program Vehicle on such day (which Additional Depreciation Charge shall, for
purposes of determining the Monthly Base Rent payable on such day, be deemed to
have accrued during the Related Month). If such charge is expressed as a
percentage, the Depreciation Charge for such Vehicle for such day shall be such
percentage multiplied by the Capitalized Cost for such Vehicle.
"Depreciation Schedule" means a schedule of estimated daily
depreciation prepared by the applicable Servicer, and revised from time to time
in the applicable Servicer's sole discretion, with respect to each type of
Non-Program Vehicle that is an Eligible Vehicle and that is purchased, financed
or refinanced by RCFC.
"Distribution" means, with respect to any Person, any dividend or
distribution (in cash, property or obligations) on any shares of any class of
Capital Stock (now or hereafter outstanding) of such Person or on any warrants,
options or other rights with respect to any shares of any class of Capital Stock
(now or hereafter outstanding) of such Person, other than dividends or
distributions payable in the common stock (other than Redeemable Capital Stock)
of such Person or warrants or options to purchase such common stock or split-ups
or reclassifications of its Capital Stock into additional or other shares of
such common stock.
"Dollar" means Dollar Rent A Car Systems, Inc.,an Oklahoma corporation.
"DTAG" means Dollar Thrifty Automotive Group, Inc., a Delaware
corporation.
8
"EBITDA" means, for any applicable period, the sum for such period of
(a) Net Income (excluding therefrom (i) the effect of any extraordinary
or other non-recurring gain or loss outside the ordinary course of business,
(ii) any write-up (or write-down) in the value of any asset, (iii) the earnings
(or loss) of any Person (other than DTAG or any other Subsidiary of DTAG) in
which DTAG or any of its Subsidiaries has an ownership interest, except to the
extent of the amount of dividends or other distributions actually paid in cash
to DTAG or any of its Subsidiaries by such Person during such period, (iv)
except where the provisions hereof expressly require a pro forma determination,
the earnings (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of DTAG or is merged into or consolidated with any of its
Subsidiaries or the date that such other Person's assets are acquired by any
Subsidiary of DTAG and (v) the earnings of any Subsidiary of DTAG that is
neither a Subsidiary Borrower nor a Subsidiary Guarantor to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
of such earnings is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Subsidiary)
plus
(b) to the extent deducted in arriving at such Net Income, the sum,
without duplication, of (i) Aggregate Interest Expense, plus (ii) taxes computed
on the basis of income plus (iii) the aggregate amount of depreciation and
amortization of tangible and intangible assets, plus (iv) non-cash charges in
respect of non-cash awards under DTAG's incentive compensation programs.
"Eligible Credit Enhancer" means (a) a commercial bank having total
assets in excess of $500,000,000, (b) a finance company, insurance company or
other financial institution that in the ordinary course of business enters into
transactions of a type similar to that entered into by the Series 2000-1 Letter
of Credit Provider under the Enhancement Letter of Credit Application and
Agreement and has total assets in excess of $200,000,000, and with respect to
which providing or becoming an assignee of the obligations of the Series 2000-1
Letter of Credit Provider would not constitute a prohibited transaction under
Section 4975 of ERISA and (c) any other financial institution, in each case
reasonably satisfactory to DTAG and the Series 2000-1 Required Noteholders,
having a short-term rating at least equal to A-1, or better, by Standard &
Poor's and at least equal to P-1, or better, by Moody's; provided, however, that
any Person who does not have either a short-term rating from Standard & Poor's
or Moody's shall be an Eligible Credit Enhancer only if such Person is
reasonably satisfactory to all of the Series 2000-1 Noteholders and to the
Rating Agencies.
"Eligible Franchisee" means, with respect to a Lessee, a Franchisee
(all of whose rental offices are located in the United States) which meets the
normal credit and other approval criteria of such Lessee, as applicable, and
which may be an affiliate of such Lessee.
9
"Eligible Manufacturer" means, initially with respect to Program
Vehicles, DaimlerChrysler, Ford and Toyota, and with respect to Non-Program
Vehicles, DaimlerChrysler, General Motors, Ford, Nissan, Toyota, Honda, Mazda,
Mitsubishi and Isuzu, as set forth in Schedule 1 hereto, and upon obtaining
consent thereto from the Noteholders and other parties required under the Series
Supplement for each other Group II Series of Notes, with respect to Program
Vehicles, DaimlerChrysler, Ford and Toyota, and with respect to Non-Program
Vehicles, DaimlerChrysler, General Motors, Ford, Nissan, Volkswagen, Toyota,
Honda, Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia and Hyundai, as set forth
in Schedule 2 hereto (as such schedule, subject to confirmation by the Rating
Agencies, may be amended, supplemented, restated or otherwise modified from time
to time), and, in each case, any other Manufacturer that (a) has an Eligible
Vehicle Disposition Program that has been reviewed by the Rating Agencies and
the Rating Agencies have indicated that the inclusion of such Manufacturer's
Vehicles under the Master Lease (or any other Lease with respect to Group II
Vehicles) will not adversely affect the then current rating of any Group II
Series of Notes, and (b) has been approved by each Enhancement Provider, if any;
provided, however, that upon the occurrence of a Manufacturer Event of Default
with respect to such Manufacturer, such Manufacturer shall no longer qualify as
an Eligible Manufacturer.
"Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Manufacturer or Auction dealer under an Eligible Vehicle
Disposition Program to RCFC, a Lessee, an Additional Lessee or a creditor of
RCFC or such Lessee or Additional Lessee, (b) in respect of a Program Vehicle
purchased by such Eligible Manufacturer, which absent such purchase, would have
constituted an Eligible Vehicle with respect to which the Lien of the Master
Collateral Agent was noted on the Certificate of Title at the time of purchase,
and (c) the right to payments in respect of which has been assigned by the payee
thereof to the Master Collateral Agent for the benefit of the Secured Parties;
provided that no amount receivable from an Eligible Manufacturer or Auction
dealer under a Eligible Vehicle Disposition Program shall be an Eligible
Receivable if such amount remains unpaid more than ten (10) days after the
Vehicle Disposition Program Payment Due Date in respect of such Vehicle.
"Eligible Vehicle" means, on any date of determination, a Group II
Vehicle manufactured by an Eligible Manufacturer (determined at the time of the
acquisition, financing or refinancing thereof) and satisfying any further
eligibility requirements specified by the Rating Agencies or in any Group II
Series Supplement (other than with respect to the Maximum Non-Program Percentage
and the Maximum Manufacturer Percentage), or with respect to which all such
eligibility requirements not otherwise satisfied have been duly waived by the
Required Group II Noteholders in accordance with the terms of the applicable
Series Supplement (if such waiver is permitted thereby); provided, however, that
in no event may a Group II Vehicle be an Eligible Vehicle after (x) in the case
of a Program Vehicle, the expiration of the applicable Maximum Term (unless such
Vehicle has been designated as a Non-Program Vehicle pursuant to Section 14 of
the Master Lease), or (y) the date which is twenty four (24) months after the
date of the original new vehicle dealer invoice for such Acquired Vehicle.
"Enhancement Amount" means the sum of (a) the Series 2000-1 Available
Subordinated Amount, plus (b) the Series 2000-1 Letter of Credit Amount.
"Enhancement Letter of Credit Application and Agreement" means the
Enhancement Letter of Credit Application and Agreement, dated as of December 15,
2000, among the Administrative Agent, Dollar, Thrifty, those additional
Subsidiaries of DTAG from time to time becoming parties thereunder, RCFC, DTAG
and the Series 2000-1 Letter of Credit Provider, as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with the terms thereof.
10
"Eurodollar Rate" means, with respect to a Committed Purchaser and any
Eurodollar Tranche Period applicable to such Committed Purchaser, the sum of (a)
LIBOR for such Eurodollar Tranche Period divided by 1 minus the "Reserve
Requirement" plus (b) for so long as no Amortization Event has occurred and is
continuing, .50%, plus (c) following the occurrence and during the continuance
of an Amortization Event, 2%; where "Reserve Requirement" means, for any
Eurodollar Tranche Period, the maximum reserve requirement imposed on any
Committed Purchaser during such Eurodollar Tranche Period on "eurocurrency
liabilities" as currently defined in Regulation D of the Board of Governors of
the Federal Reserve System.
"Eurodollar Tranche Period" means a period of days ending on a Business
Day which shall not exceed six (6) months and during which the Series 2000-1
Invested Amount, or any portion thereof, is accruing interest at the Eurodollar
Rate.
"Excess Cash Flow" means, for any Fiscal Year of DTAG, an amount equal
to the excess of (a) the sum, without duplication, of (i) Adjusted EBITDA for
such Fiscal Year and (ii) decreases in Consolidated Working Capital for such
Fiscal Year over (b) the sum, without duplication, of (i) the aggregate amount
paid by DTAG and its Subsidiaries in cash during such Fiscal Year on account of
taxes computed on the basis of income, (ii) the aggregate amount paid by DTAG
and its Subsidiaries in cash during such Fiscal Year on account of Capital
Expenditures, other than Vehicle Debt (excluding the principal amount of
Indebtedness incurred in connection with such Capital Expenditures, whether
incurred in such Fiscal Year or in a subsequent Fiscal Year), (iii) the
aggregate amount of all prepayments of any amounts outstanding under any
revolving credit facility or agreement (including the Credit Agreement) to which
DTAG or any of its Subsidiaries is a borrower to the extent accompanied by
permanent reductions of the commitments to extend credit thereunder, (iv) the
aggregate amount of all principal payments of Indebtedness, other than Vehicle
Debt, of DTAG or its Subsidiaries (including any term loans and the principal
component of payments in respect of capitalized lease liabilities) made during
such Fiscal Year (other than in respect of any revolving credit facility or
agreement, including the Credit Agreement), (v) increases in Consolidated
Working Capital for such Fiscal Year, (vi) the amount of Investments, other than
Cash Equivalent Investments (as such term is defined in the Credit Agreement as
in effect on the date hereof and without giving effect to any amendments thereto
unless otherwise agreed to by the Series 2000-1 Required Noteholders), made
during such Fiscal Year in cash to the extent that such Investments were
financed with internally generated cash flow of DTAG and its Subsidiaries, and
(vii) the amount of Distributions made during such Fiscal Year by DTAG in cash.
"Excess Damage Charges" means, with respect to any Program Vehicle, the
amount charged to RCFC (or the applicable Lessee), or deducted from the
Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle
due to damage over a prescribed limit to the Vehicle at the time that the
Vehicle is disposed of at Auction or turned in to such Manufacturer or its agent
for repurchase, in either case pursuant to the applicable Vehicle Disposition
Program.
11
"Excess Funding Accounts" means, collectively, as of any date, the
Series 2000-1 Excess Funding Account and the corresponding account or accounts
designated as such with respect to each additional Group II Series of Notes as
of such date.
"Excess Mileage Charges" means, with respect to any Program Vehicle,
the amount charged to RCFC (or the applicable Lessee), or deducted from the
Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle
due to the fact that such Vehicle has mileage over a prescribed limit at the
time that such Vehicle is disposed of at Auction or turned in to such
Manufacturer or its agent for repurchase, in either case pursuant to the
applicable Vehicle Disposition Program.
"Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (a) the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the immediately preceding Business Day)
by the Federal Reserve Bank of New York, or (b) if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three (3) Federal
funds brokers of recognized standing selected by it.
"Financed Vehicle" means an Eligible Vehicle that is financed by RCFC
and leased to a Lessee under Annex B to the Master Lease (or similar annex to
such other Lease with respect to Group II Vehicles) on or after the Lease
Commencement Date.
"Financing Lease" means the Master Lease (or any other Lease with
respect to Group II Vehicles) as supplemented by Annex B to the Master Lease (or
similar annex to such other Lease with respect to Group II Vehicles).
"Financing Sources" has the meaning specified in the Master Collateral
Agency Agreement.
"Fiscal Quarter" means any quarter of a Fiscal Year.
"Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "2000 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.
"Fixed Charge Coverage Ratio" means, at the end of any Fiscal Quarter,
the ratio of
(a) the sum of (i) Adjusted EBITDA for the four consecutive Fiscal
Quarters ending on the last day of such Fiscal Quarter plus (ii) rental expense
of DTAG and its Subsidiaries during such period under all leases of real
property exclusive of any portion of such expense determined on the basis of the
revenues generated by the operations conducted on the real property subject to
such leases ("Rental Expense")
to
12
(b) the sum of (i) Non-Vehicle Interest Expense for the four
consecutive Fiscal Quarters ending on the last day of such Fiscal Quarter, plus
(ii) taxes computed on the basis of income and paid in cash during such period
(net of cash received during such period in respect of such taxes), plus (iii)
scheduled repayments of principal made by DTAG and its Subsidiaries during such
period of Indebtedness (other than Vehicle Debt) of the type described in clause
(a), (c), (f) or (g) of the definition of "Indebtedness" or, to the extent in
respect of such type of Indebtedness, clause (h) of the definition of
"Indebtedness," plus (iv) Capital Expenditures made by DTAG and its Subsidiaries
during such period in cash (excluding Capital Expenditures for the acquisition
of Vehicles), plus (v) Rental Expense during such period, plus (vi)
Distributions made by DTAG during such period.
"Ford" means Ford Motor Company, a Delaware corporation.
"Franchisee" means a franchisee of a Lessee.
"General Motors" means General Motors Corporation, a Delaware
corporation.
"Group II Aggregate Invested Amount" means the sum of the Invested
Amounts with respect to all Group II Series of Notes then outstanding.
"Group II Collateral" means the Master Lease and all payments made
thereunder, the Group II Vehicles, the rights under Vehicle Disposition Programs
in respect of Group II Vehicles, any other Master Collateral, Master Lease
Collateral or other Collateral related to Group II Vehicles, the Group II
Collection Account and all proceeds of the foregoing.
"Group II Collection Account" has the meaning specified in Section
4.6(a) hereof.
"Group II Master Collateral" means all right, title and interest of
RCFC in Group II Vehicles and proceeds thereof, the other Master Collateral and
proceeds thereof in respect of the Group II Vehicles and any other collateral or
proceeds that the Master Collateral Agent has designated or segregated for the
benefit of the Group II Series of Notes.
"Group II Monthly Servicing Fee" means, on any date of determination,
1/12 of 1% of the Group II Aggregate Invested Amount as of the preceding Payment
Date, after giving effect to any payments or allocations made on such date;
provided, however, that if a Rapid Amortization Period shall occur and be
continuing with respect to any Group II Series of Notes and if DTAG is no longer
the Master Servicer, the Group II Monthly Servicing Fee shall equal the greater
of (x) the product of (i) $20 and (ii) the number of Group II Vehicles as of the
last day of the Related Month, and (y) the amount described in the first clause
of this definition.
"Group II Noteholders" has the meaning specified in Section 3.1(a)
hereof.
"Group II Series of Notes" has the meaning specified in Section 1(c)
hereof.
"Group II Supplemental Servicing Fee" is defined in Section 26.1 of the
Master Lease.
13
"Group II Vehicle" means, as of any date, a passenger automobile or
truck leased by RCFC to a Lessee under the Master Lease (and any other Master
Motor Vehicle Lease and Servicing Agreement entered into between the Lessor,
Lessees and Guarantor and designated therein as being in respect of Group II
Vehicles) as of such date, designated in the records of the Master Collateral
Agent as a Group II Vehicle, and pledged by RCFC under the Master Collateral
Agency Agreement for the benefit of the Trustee (on behalf of the Group II
Noteholders).
"Hedging Agreements" means, collectively, currency exchange agreements,
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements, and all other agreements or arrangements designed to protect
a Person against fluctuations in interest rates or currency exchange rates.
"Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under Hedging Agreements.
"Honda" means American Honda Motor Company, Inc., a California
corporation.
"Hyundai" means Hyundai Motor America, a California corporation.
"Increase" has the meaning specified in Section 4A.2(a) of this
Supplement.
"Increase Date" means the date on which an Increase occurs.
"Indebtedness" of any Person means, without duplication:
(a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments;
(b) all obligations, contingent or otherwise, relative to the
face amount of all letters of credit, bonds (including Surety Bonds)
and similar obligations, whether or not drawn, and banker's acceptances
issued for the account of such Person;
(c) all obligations of such Person as lessee under leases
which have been or should be, in accordance with GAAP, recorded as
Capitalized Lease Liabilities;
(d) all obligations of such Person in the nature of
overdrafts;
(e) net liabilities of such Person under all Hedging
Obligations;
(f) whether or not so included as liabilities in accordance
with GAAP, all obligations of such Person to pay the deferred purchase
price of property or services (excluding open accounts extended by
suppliers on normal trade terms in connection with purchases of goods
and services), and indebtedness (excluding prepaid interest thereon)
secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;
(g) Redeemable Capital Stock; and
14
(h) all Contingent Obligations of such Person in respect of
any of the foregoing.
For all purposes of this Supplement, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or a joint venturer, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.
"Indemnified Persons" is defined in Section 15.1 of the Master Lease.
"Initial Acquisition Cost" is defined in Section 2.3 of the Master
Lease.
"Interest Coverage Ratio" means, at the end of any Fiscal Quarter, the
ratio of
(a) EBITDA for the four consecutive Fiscal Quarters ending on
the last day of such Fiscal Quarter
to
(b) Aggregate Interest Expense for the four consecutive Fiscal
Quarters ending on the last day of such Fiscal Quarter, net of interest
income for such four Fiscal Quarter period.
"Invested Amount" means, on any date of determination, with respect to
the Series 2000-1 Notes, the Series 2000-1 Invested Amount, and with respect to
each other Series of Notes, the amount specified in the applicable Supplement
that is analogous to the Series 2000-1 Invested Amount but for such series.
"Investment" means, relative to any Person,
(a) any loan or advance made by such Person to any other
Person (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business);
(b) any Contingent Obligation of such Person; and
(c) any ownership or similar interest held by such Person in
any other Person; provided, however, that ownership or similar
interests acquired by such Person with funds constituting compensation
to any employee of such Person, in each case pursuant to an employee
benefit plan being maintained by such Person in accordance with all
applicable laws, shall not constitute Investments hereunder so long as
the financial statements of such Person reflect such Person's
obligation to such employee (as a liability on such Person's balance
sheet or otherwise) with respect to such ownership or similar interest.
The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.
"Issuer" has the meaning specified in the preamble hereto.
15
"Isuzu" means American Isuzu Motors, Inc., a California corporation.
"Kia" means Kia Motors America, Inc., a California corporation.
"Late Return Payments" is defined in Section 13 of the Master Lease.
"Lease Annex" means Annex A or Annex B to the Master Lease, as
applicable, as such annex may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms of the Master Lease (or
a similar annex under any other Lease with respect to Group II Vehicles).
"Lease Commencement Date" has the meaning specified in Section 3.2 of
the Master Lease.
"Lease Event of Default" is defined in Section 17.1 of the Master
Lease.
"Lease Expiration Date" is defined in Section 3.2 of the Master Lease.
"Lease Payment Losses" means as of any Payment Date, the amount of
payments due under the Master Lease with respect to the Related Month which were
not paid when due.
"Lease Payment Recoveries" means, as of any Determination Date, an
amount equal to all payments made by the Lessees or the Guarantor under the
Master Lease since the preceding Determination Date on account of past due
payments under the Master Lease, excluding any amounts drawn under the Series
2000-1 Letter of Credit.
"Lessee" means either Thrifty or Dollar, in its capacity as a Lessee
under the Master Lease, any Additional Lessee, or any successor by merger to
Thrifty, Dollar or any Additional Lessee, in accordance with Section 25.1 of the
Master Lease, or any other permitted successor or assignee of Thrifty or Dollar,
as applicable, in its capacity as Lessee, or of any Additional Lessee, pursuant
to Section 16 of the Master Lease.
"Lessee Agreements" means any and all Subleases entered into by any of
the Lessees the subject of which includes any Vehicle leased by the Lessor to
such Lessee under the Master Lease, and any and all other contracts, agreements,
guarantees, insurance, warranties, instruments or certificates entered into or
delivered to such Lessee in connection therewith.
"Lessor" means RCFC, in its capacity as the lessor under the Master
Lease, and its successors and assigns in such capacity.
16
"LIBOR" means, with respect to any Series 2000-1 Note for any
Eurodollar Tranche Period, the rate per annum (rounded upwards, if necessary, to
the next higher one-hundredth of a percentage point) determined (i) for the Bank
One Ownership Group, by reference to the arithmetic average (rounded upwards, if
necessary, to the next higher one-hundredth of a percentage point) of the rates
at which deposits in U.S. Dollars are offered by four reference banks reasonably
selected by Bank One in the interbank eurodollar market at or about 11:00 A.M.
(London time), two Business Days prior to the beginning of such Eurodollar
Tranche Period for delivery on the first day of such Eurodollar Tranche Period
for the number of days comprised therein, (ii) for the BNS Ownership Group, by
reference to the arithmetic average (rounded upwards, if necessary, to the next
higher one-hundredth of a percentage point) of the rates at which deposits in
U.S. Dollars are offered by four reference banks reasonably selected by BNS in
the interbank eurodollar market at or about 11:00 A.M. (London time), two
Business Days prior to the beginning of such Eurodollar Tranche Period for
delivery on the first day of such Eurodollar Tranche Period for the number of
days comprised therein, and (iii) for any Additional Ownership Group, by
reference to the arithmetic average (rounded upwards, if necessary, to the next
higher one-hundredth of a percentage point) of the rates at which deposits in
U.S. Dollars are offered by four reference banks reasonably selected by the
related Managing Agent in the interbank eurodollar market at or about 11:00 A.M.
(London time), two Business Days prior to the beginning of such Eurodollar
Tranche Period for delivery on the first day of such Eurodollar Tranche Period
for the number of days comprised therein.
"Liquidation Event of Default" means, so long as such event or
condition continues, any of the following: (a) any event or condition with
respect to RCFC or a Lessee of the type described in Section 8.1(d) of the Base
Indenture, (b) a payment default by RCFC under the Base Indenture as specified
in Sections 8.1(a) and 8.1(b) thereof, or (c) a Lease Event of Default as
specified in Section 8.1(e) thereof (with respect solely to the occurrence of
the Lease Events of Default described in Sections 17.1.1(i), 17.1.2 and 17.1.5
under the Master Lease).
"Limited Liquidation Event of Default" means, so long as such event or
condition continues, any event or condition of the type specified in (a) Section
5.1(a) of this Supplement that continues for thirty (30) days (without double
counting the five (5) Business Day cure period provided for in said Section
5.1(a)); provided, however, that such event or condition shall not constitute a
Limited Liquidation Event of Default if within such thirty (30) day period, DTAG
shall have contributed a portion of the Retained Interest to the Series 2000-1
Available Subordinated Amount sufficient to cure the Series 2000-1 Enhancement
Deficiency, or (b) Section 5.1(b), (c) or (f) of this Supplement.
"LOC Credit Disbursement" means an amount drawn under the Series 2000-1
Letter of Credit pursuant to a Certificate of Credit Demand.
"LOC Disbursement" shall mean any LOC Credit Disbursement or any LOC
Termination Disbursement, or other disbursement by the Series 2000-1 Letter of
Credit Provider under the Series 2000-1 Letter of Credit, or any combination
thereof, as the context may require.
"LOC Termination Disbursement" means an amount drawn under the Series
2000-1 Letter of Credit pursuant to a Certificate of Termination Demand. The
amount of such LOC Termination Disbursement shall be the amount so drawn or
thereafter, if greater, the amount of the Deposited Funds in the Series 2000-1
Cash Collateral Account.
17
"Losses" means, with respect to any Related Month, the sum (without
duplication) of the following with respect to Acquired Vehicles leased under the
Master Lease: (i) all Manufacturer Late Payment Losses for such Related Month,
plus (ii) with respect to Disposition Proceeds received during the Related Month
from the sale or other disposition of Acquired Vehicles (other than pursuant to
a Vehicle Disposition Program), the excess, if any, of (x) the Net Book Values
of such Acquired Vehicles calculated on the dates of the respective sales or
final dispositions thereof, over (y) (1) the aggregate amount of such
Disposition Proceeds received during the Related Month in respect of Acquired
Vehicles by RCFC, the Master Collateral Agent or the Trustee (including by
deposit into the Collection Account or the Master Collateral Account) plus (2)
any Termination Payments that have accrued with respect to such Acquired
Vehicles.
"Managing Agents" means, collectively, Bank One and BNS, as each such
term is defined in the definition of "Ownership Group," and any of their
successors and permitted assigns, and such other Persons as shall become parties
to the Series 2000-1 Note Purchase Agreement as Managing Agents.
"Mandatory Decrease" has the meaning specified in Section 4A.3(a) of
this Supplement.
"Manufacturer Event of Default" is defined in Section 18 of the Master
Lease.
"Manufacturer Event of Default Losses" means, with respect to any
Related Month, in the event that a Manufacturer Event of Default occurs with
respect to any Manufacturer, all payments that are required to be made (and not
yet made) by such Manufacturer to RCFC with respect to Acquired Vehicles that
are either (i) sold at Auction or returned to such Manufacturer under such
Manufacturer's Vehicle Disposition Program, or (ii) subject to an incentive
program of such Manufacturer; provided that the grace or other similar period
for the determination of such Manufacturer Event of Default expires during such
Related Month.
"Manufacturer Late Payment Losses" with respect to any Related Month,
means all payments required to be made by Manufacturers under such
Manufacturers' Vehicle Disposition Programs and incentive programs with respect
to Acquired Vehicles, which are not made within one hundred (100) days after the
related Disposition Dates of such Acquired Vehicles and remain unpaid at the end
of such Related Month, but only to the extent that such 100 day periods expire
during such Related Month; provided that any payments considered hereunder shall
be net of amounts that are (x) the subject of a good faith dispute as evidenced
in writing by the Manufacturer questioning the accuracy of the amounts paid or
payable in respect of any such Acquired Vehicles or (y) necessary to meet
initial eligibility requirements of a Manufacturer to receive Guaranteed
Payments, Repurchase Payments and/or Incentive Payments for a model year.
"Manufacturer Receivable" means an amount due from a Manufacturer or
Auction dealer under a Vehicle Disposition Program in respect of or in
connection with a Program Vehicle being turned back to such Manufacturer.
"Market Value" means, with respect to any Non-Program Vehicle as of any
date of determination, the market value of such Non-Program Vehicle as specified
in the Related Month's published National Automobile Dealers Association,
Official Used Car Guide, Central Edition (the "NADA Guide") for the model class
and model year of such Vehicle based on the average equipment and the average
mileage of each Vehicle of such model class and model year. If such Non-Program
Vehicle is not listed in the NADA Guide published in the Related Month preceding
such date of determination, then the Black Book Official Finance/Lease Guide
(the "Lease Guide") shall be used to estimate the wholesale price of the
Non-Program Vehicle, based on the Non-Program Vehicle's model class and model
year or the closest model class and model year thereto (if appropriate as
determined by the applicable Servicer), for purposes of such months for which
the wholesale price for such Non-Program Vehicle is not so published in the NADA
Guide; provided, however, if the NADA Guide was not published in the Related
Month, then the Lease Guide shall be relied upon in its place, and if the Lease
Guide is unavailable, the Market Value of such Vehicle shall be based upon such
other reasonable methodology as determined by the Issuer.
18
"Market Value Adjustment Percentage" means, as of any Determination
Date following the Series 2000-1 Closing Date, the lower of (i) the lowest
Measurement Month Average of any full Measurement Month within the preceding 12
calendar months and (ii) a fraction expressed as a percentage, the numerator of
which equals the average of the aggregate Market Value of Non-Program Vehicles
leased under the Master Lease as of the last day of the Related Month and as of
the last day of the two Related Months precedent thereto and the denominator of
which equals the average of the aggregate Net Book Values of each such
Non-Program Vehicles calculated as of such date.
"Master Collateral Agency Agreement" means the Amended and Restated
Master Collateral Agency Agreement, dated as of December 23, 1997, among DTAG,
as Master Servicer, RCFC, as grantor, Thrifty and Dollar, as grantors and
servicers, such other grantors as may become parties thereto, various
Beneficiaries parties thereto, various Beneficiaries parties thereto and the
Master Collateral Agent, as such agreement may be amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms.
"Master Collateral Agent" means Bankers Trust Company, a New York
banking corporation, in its capacity as master collateral agent under the Master
Collateral Agency Agreement, unless a successor Person shall have become the
master collateral agent pursuant to the applicable provisions of the Master
Collateral Agency Agreement, and thereafter "Master Collateral Agent" shall mean
such successor Person.
"Master Lease" means that certain Master Motor Vehicle Lease and
Servicing Agreement, dated as of March 4, 1998, among RCFC, as Lessor, Thrifty,
as a Lessee and Servicer, Dollar, as a Lessee and Servicer, those additional
Subsidiaries and Affiliates of DTAG from time to time becoming Lessees and
Servicers thereunder and DTAG, as guarantor and Master Servicer, as the same may
be amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms.
"Master Lease Collateral" has the meaning set forth in Section 3.1(a)
of this Supplement.
19
"Master Servicer" means DTAG, in its capacity as the Master Servicer
under the Master Lease, and its successors and assigns in such capacity in
accordance with the terms of the Master Lease.
"Material Adverse Effect" means, with respect to any occurrence, event
or condition, and any Person, a material adverse effect with respect to:
(a) the business, financial condition, operations or assets of
such Person;
(b) the ability of the such Person to perform its obligations
under the Master Lease or any other Related Document;
(c) the validity, enforceability or collectibility of amounts
payable to the Master Collateral Agent, the Trustee or the Lessor under
the Master Lease or the other Related Documents;
(d) the status, existence, perfection or first priority of the
interests of the Master Collateral Agent and the Trustee, as
applicable, in a material portion of the Master Collateral or the
Collateral, free of any Liens (other than Permitted Liens);
(e) the ability of the Master Collateral Agent, the Trustee or
the Lessor to liquidate or foreclose against the Collateral and the
Master Collateral; or
(f) the practical realization by the Master Collateral Agent,
the Trustee or the Lessor of any of the material benefits or security
afforded by the Master Lease or any other Related Document.
"Maximum Lease Commitment" means, on any date of determination, the sum
of (i) the Aggregate Principal Balances on such date for all Group II Series of
Notes, plus (ii) with respect to all Group II Series of Notes that provide for
Enhancement in the form of overcollateralization, the sum of the available
subordinated amounts on such date for each such Group II Series of Notes, plus
(iii) the aggregate Net Book Values of all Group II Vehicles leased under the
Master Lease on such date that were acquired, financed or refinanced with funds
other than proceeds of Group II Series of Notes or related available
subordinated amounts, plus (iv) any amounts held in the Retained Distribution
Account that the Lessor commits on or prior such date to invest in new Group II
Vehicles for leasing under the Master Lease (as evidenced by a Company Order) in
accordance with the terms of the Master Lease and the Indenture.
"Maximum Manufacturer Percentage" means, with respect to any Eligible
Manufacturer, initially the percentage amount set forth in Schedule 1 hereto,
and upon obtaining consent thereto from the Noteholders and other parties
required under the Series Supplement for each other Group II Series of Notes,
the percentage amount set forth in Schedule 2 hereto (as such schedule may be
amended, supplemented, restated or otherwise modified from time to time)
specified for each Eligible Manufacturer with respect to Non-Program Vehicles
and Program Vehicles, as applicable, which percentage amount represents the
maximum percentage of Eligible Vehicles which are permitted under the Master
Lease to be Non-Program Vehicles or Program Vehicles, as the case may be,
manufactured by such Manufacturer.
"Maximum Non-Program Percentage" means, with respect to Non-Program
Vehicles, (a) if the average of the Measurement Month Averages for any three
Measurement Months during the twelve month period preceding any date of
determination shall be less than eighty-five percent (85%), 0% or such other
percentage amount agreed upon by the Lessor and each of the Lessees, subject to
confirmation by the Managing Agents, which percentage amount represents the
maximum percentage of the Aggregate Asset Amount which is permitted under the
Master Lease to be invested in Non-Program Vehicles; and (b) at all other times,
20%, until such time as Schedule 2 hereto is in effect as described in the
definition of "Maximum Manufacturer Percentage," and thereafter 30%, subject to
the Manufacturer limitations in the definition of "Maximum Manufacturer
Percentage."
20
"Mazda" means Mazda Motor of America, Inc., a California corporation.
"Measurement Month" with respect to any date, means, each calendar
month, or the smallest number of consecutive calendar months, preceding such
date in which (a) at least 500 Non-Program Vehicles were sold at Auction or
otherwise and (b) at least one-twelfth of the aggregate Net Book Value of the
Non-Program Vehicles as of the last day of such calendar month or consecutive
calendar months were sold at Auction or otherwise; provided that no calendar
month included in a Measurement Month shall be included in any other Measurement
Month.
"Measurement Month Average" means, with respect to any Measurement
Month, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Disposition Proceeds of all Non-Program Vehicles sold at
Auction or otherwise during such Measurement Month and the denominator of which
is the aggregate Net Book Value of such Non-Program Vehicles on the dates of
their respective sales.
"Minimum Enhancement Amount" means, with respect to the Series 2000-1
Notes on any date of determination, the sum of (a) the product of (i) the Series
2000-1 Program Enhancement Percentage, times (ii) an amount in U.S. Dollars
equal to the aggregate Series 2000-1 Invested Amount minus the product of (A)
the aggregate amount of cash and Permitted Investments in the Group II
Collection Account and, to the extent cash and Permitted Investments in the
Master Collateral Account are allocable to the Trustee on behalf of the holders
of the Group II Series of Notes as Beneficiary pursuant to the Master Collateral
Agency Agreement and are not distributable to or at the direction of DTAG, the
Issuer, Thrifty or Dollar pursuant thereto, such cash and Permitted Investments
in the Master Collateral Account as of such date, in each case to the extent
such cash and Permitted Investments constitute Group II Collateral, times (B) a
fraction, the numerator of which shall be the sum of the Series 2000-1 Invested
Amounts as of such date and the Series 2000-1 Available Subordinated Amount for
such date and the denominator of which shall be the greater of (I) the Aggregate
Asset Amount as of such date and (II) the sum of the Invested Amounts for all
Group II Series of Notes as of such date, times (iii) a fraction, the numerator
of which shall be the aggregate Net Book Value of all Program Vehicles as of
such date and the denominator of which shall be the aggregate Net Book Value of
all Program Vehicles and Non-Program Vehicles as of such date, plus (b) the
product of (i) the Series 2000-1 Non-Program Enhancement Percentage times (ii)
an amount in U.S. Dollars equal to the aggregate Series 2000-1 Invested Amount
as of such date, minus the product of (A) the aggregate amount of cash and
Permitted Investments in the Group II Collection Account as of such date and, to
the extent cash and Permitted Investments in the Master Collateral Account are
allocable to the Trustee on behalf of holders of Group II Series of Notes as
Beneficiary pursuant to the Master Collateral Agency Agreement and are not
distributable to or at the direction of the Master Servicer pursuant thereto,
such cash and Permitted Investments in the Master Collateral Account as of such
date in each case to the extent such cash and Permitted Investments constitute
Group II Collateral, times (B) a fraction, the numerator of which shall be the
sum of the Series 2000-1 Invested Amount as of such date and the Series 2000-1
Available Subordinated Amount for such date and the denominator of which shall
be the greater of (I) the Aggregate Asset Amount as of such date and (II) the
sum of the Invested Amounts for all Group II Series of Notes as of such date,
times (iii) a fraction, the numerator of which shall be the aggregate Net Book
Value of all Non-Program Vehicles as of such date and the denominator of which
shall be the aggregate Net Book Value of all Program Vehicles and Non-Program
Vehicles as of such date, plus (c) the Additional Overcollateralization Amount
as of such date.
21
"Minimum Series 2000-1 Letter of Credit Amount" means, with respect to
any date of determination the greater of (i) an amount equal to (x) 5% of the
Series 2000-1 Invested Amount of the Series 2000-1 Notes outstanding on such
date, less (y) any cash on deposit in the Series 2000-1 Cash Collateral Account
on such date, and (ii) an amount equal to (x) the Minimum Enhancement Amount on
such date, minus (y) the Series 2000-1 Available Subordinated Amount on such
date.
"Minimum Subordinated Amount" means, with respect to any date of
determination, the greater of (a) 2.25% of the Series 2000-1 Invested Amount on
such date and (b) an amount equal to (i) the Minimum Enhancement Amount, minus
(ii) the Series 2000-1 Letter of Credit Amount.
"Mitsubishi" means Mitsubishi Motor Sales of America, Inc., a Delaware
corporation.
"Monthly Base Rent" is defined in paragraph 9 of Annex A and paragraph
6 of Annex B to the Master Lease.
"Monthly Certificate" is defined in Section 24.4(b) of the Master
Lease.
"Monthly Finance Rent" is defined in paragraph 6 of Annex B to the
Master Lease.
"Monthly Servicing Fee" is defined in Section 26.1 of the Master Lease.
"Monthly Supplemental Payment" is defined in paragraph 6 of Annex B to
the Master Lease.
"Monthly Variable Rent" is defined in paragraph 9 of Annex A to the
Master Lease.
"Monthly Vehicle Statement" is defined in Section 24.4(f) of the Master
Lease.
"Moody's" means Xxxxx'x Investors Service, Inc.
"Net Income" means, for any applicable period, the aggregate of all
amounts which, in accordance with GAAP, would be included as net earnings (or
net loss) on a consolidated statement of operations of DTAG and its Subsidiaries
for such period.
"Nissan" means Nissan Motor Corporation U. S. A., a California
corporation.
22
"Non-Program Vehicle" means a Group II Vehicle that, when acquired by
RCFC, Thrifty or Dollar, as the case may be, from an Eligible Manufacturer, or
when so designated by the Master Servicer, in each case subject to the
limitations described herein, is not eligible for inclusion in any Eligible
Vehicle Disposition Program.
"Non-Vehicle Debt" means
(a) Total Debt
minus
(b) to the extent included in such Total Debt, Vehicle Debt
plus
(c) any obligation of a Subsidiary Borrower or any Subsidiary of such
Subsidiary Borrower (other than RCFC or another SPC) with respect to Vehicles
owned by such Subsidiary Borrower or such Subsidiary (i) which exceeds the
excess of (x) the aggregate Capitalized Cost (as defined in the Base Indenture)
of such Vehicles over (y) the greater of the sum of the aggregate Depreciation
Charges (as defined in the Base Indenture) accrued with respect to such Vehicles
and the difference between such aggregate Capitalized Cost and the fair market
value of such Vehicles and (ii) which has become due and payable and remains
unpaid as of the end of any calendar month.
"Non-Vehicle Interest Expense" means, for any applicable period, the
excess of
(a) the aggregate consolidated gross interest expense of DTAG and its
Subsidiaries for such period, as determined in accordance with GAAP ("Aggregate
Interest Expense"), including (i) commitment fees paid or owed with respect to
the then unutilized portion of the Commitment Amount (as defined in the Credit
Agreement or any successor agreement thereto), (ii) all other fees paid or owed
with respect to the issuance or maintenance of Contingent Obligations (including
letters of credit), which, in accordance with GAAP, would be included as
interest expense, (iii) net costs or benefits under Hedging Arrangements and
(iv) the portion of any payments made in respect of Capitalized Lease
Liabilities of DTAG and its Subsidiaries allocable to interest expense, but
excluding the amortization of debt issuance costs and other financing expenses
incurred in connection with the transactions contemplated by the Credit
Agreement,
over
(b) to the extent included in the preceding clause (a), gross interest
expense in respect of Vehicle Debt ("Vehicle Interest Expense").
"Note Purchaser" means each Managing Agent, for the benefit of the
Conduit Purchasers and the Committed Purchasers in the related Ownership Group,
and any permitted successors and assigns in such capacity.
23
"Officer's Certificate" means a certificate signed by an Authorized
Officer of DTAG, RCFC or a Lessee, as applicable.
"Operating Lease" means the Master Lease as supplemented by Annex A to
the Master Lease (or a similar annex to any other Lease with respect to Group II
Vehicles).
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to DTAG,
RCFC or a Lessee, as the case may be, unless the Required Beneficiaries shall
notify the Trustee of objection thereto.
"Overcollateralization Portion" means, as of any date of determination,
(i) the sum of the amounts determined pursuant to clauses (a) and (b) of the
definition of Minimum Enhancement Amount as of such date minus (ii) the Series
2000-1 Letter of Credit Amount as of such date.
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) Bank One, NA ("Bank One"), Falcon Asset
Securitization Corporation, any other Conduit Purchaser
administered by Bank One or any of Bank One's Affiliates (the
"Bank One Ownership Group").
(ii) The Bank of Nova Scotia ("BNS"), Liberty Street
Funding Corp., and any other Conduit Purchaser administered by
BNS or any of BNS's Affiliates (the "BNS Ownership Group").
(iii) Each Managing Agent and its related Conduit
Purchasers and Committed Purchasers as shall become parties to
the Series 2000-1 Note Purchase Agreement (each an "Additional
Ownership Group").
By way of example and for avoidance of doubt, each of the Bank One
Ownership Group, the BNS Ownership Group and any Additional Ownership Group is a
separate Ownership Group. An assignee of a Committed Purchaser shall belong, to
the extent of such assignment, to the same Ownership Group as the assigning
Committed Purchaser. A Committed Purchaser may belong to more than one Ownership
Group at a time.
"Payment Date" means the 25th day of each calendar month, or, if such
day is not a Business Day, the next succeeding Business Day, commencing February
25, 2001.
"Permitted Investments" means negotiable instruments or securities
maturing on or before the Payment Date next occurring after the investment
therein, represented by instruments in bearer, registered or book-entry form
which evidence (i) obligations the full and timely payment of which are to be
made by or are fully guaranteed by the United States of America; (ii) demand
deposits of, time deposits in, or certificates of deposit issued by, any
depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by Federal or state banking or depositary institution authorities;
provided, however, that at the earlier of (x) the time of the investment and (y)
the time of the contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such obligations whose rating is based on collateral or on the
credit of a Person other than such institution or trust company) of such
depositary institution or trust company shall have a credit rating from Standard
& Poor's of "A-1+" and from Moody's of "P-1," in the case of certificates of
deposit or short-term deposits, or a rating from Standard & Poor's of at least
"AAA" and from Moody's of a least "Aaa," in the case of long-term unsecured debt
obligations; (iii) commercial paper having, at the earlier of (x) the time of
the investment and (y) the time of contractual commitment to invest therein, a
rating from Standard & Poor's of at least "A-1+" and from Moody's of "P-1"; (iv)
demand deposits or time deposits which are fully insured by the Federal Deposit
Insurance Company; (v) bankers' acceptances issued by any depositary institution
or trust company described in clause (ii) above; (vi) investments in money
market funds rated at least "AAm" by Standard & Poor's or otherwise approved in
writing by Standard & Poor's, and rated in the highest investment category
granted by Moody's for investments in money market funds; (vii) Eurodollar time
deposits having a credit rating from Standard & Poor's of "A-1+" and from
Moody's of "P-1"; (viii) repurchase agreements involving any of the Permitted
Investments described in clauses (i) and (vii) and the certificates of deposit
described in clause (ii) which are entered into with a depository institution or
trust company having a commercial paper or short-term certificate of deposit
rating of "A-1+" by Standard & Poor's and "P-1" by Moody's or otherwise approved
by the Managing Agents and (ix) any other instruments or securities approved by
the Managing Agents.
24
"Permitted Liens" is defined in Section 25.3 of the Master Lease.
"Power of Attorney" is defined in Section 9 of the Master Lease.
"Principal Collections" means Collections other than Series 2000-1
Interest Collections, Recoveries and Lease Payment Recoveries.
"Program Vehicle" means any Group II Vehicle which at the time of
purchase or financing by RCFC or a Lessee, as the case may be, is eligible under
an Eligible Vehicle Disposition Program.
"Pro Rata Share" means, with respect to a Lessee or a Servicer, the
ratio (expressed as a percentage) of (i) the aggregate Net Book Value of
Vehicles leased by such Lessee or serviced by such Servicer, as applicable,
divided by (ii) the aggregate Net Book Value of all Vehicles leased under the
Master Lease.
"Qualified Institution" means a depositary institution or trust company
(which may include the Trustee) organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia; provided,
however, that at all times such depositary institution or trust company is a
member of the FDIC and (i) has a long-term indebtedness rating from Standard &
Poor's of not lower than "AA" and from Moody's of not lower than "Aa2" and a
short-term indebtedness rating from Standard & Poor's not lower than "A-1+" and
from Moody's not lower than "P-1" or (ii) is otherwise satisfactory to the
Managing Agents.
"Qualified Intermediary Obligations" means any note, draft, contract,
receivable or other promise to pay of a qualified intermediary under a like-kind
exchange program applying to the Group II Vehicles.
"Rating Agencies" means Standard & Poor's and Moody's.
25
"RCFC" has the meaning set forth in the preamble.
"RCFC Agreements" has the meaning set forth in Section 2.1(a)(i) of
this Supplement.
"RCFC Obligations" means all principal and interest, at any time and
from time to time, owing by RCFC on the Series 2000-1 Notes and all costs, fees
and expenses payable by, or obligations of, RCFC in respect of the Series 2000-1
Notes under the Indenture and the Related Documents.
"Recoveries" means, with respect to any Related Month, the sum (without
duplication) of (i) all amounts received by RCFC, the Master Collateral Agent or
the Trustee (including by deposit into the Group II Collection Account or the
Master Collateral Account in respect of Group II Master Collateral) from any
Person during such Related Month in respect of Losses, plus (ii) the excess, if
any, of (x) the aggregate amount of Disposition Proceeds received during such
Related Month by RCFC, the Master Collateral Agent or the Trustee (including by
deposit into the Group II Collection Account or the Master Collateral Account in
respect of Group II Master Collateral) and resulting from the sale or other
final disposition of Acquired Vehicles that are Group II Vehicles (other than
pursuant to Vehicle Disposition Programs) plus any Termination Payments that
have accrued with respect to such Acquired Vehicles that are Group II Vehicles,
over (y) the Net Book Values of such Acquired Vehicles that are Group II
Vehicles, calculated on the dates of the respective sales or dispositions
thereof.
"Redeemable Capital Stock" means Capital Stock of DTAG or any of its
Subsidiaries that, either by its terms, by the terms of any security into which
it is convertible or exchangeable or otherwise, (i) is or upon the happening of
an event or passage of time would be required to be redeemed (for consideration
other than shares of common stock of DTAG) on or prior to August 2, 2006, (ii)
is redeemable at the option of the holder thereof (for consideration other than
shares of common stock of DTAG) at any time prior to such date or (iii) is
convertible into or exchangeable for debt securities of DTAG or any of its
Subsidiaries at any time prior to such anniversary.
"Refinanced Vehicles" has the meaning specified in Section 2.1 of the
Master Lease.
"Refinancing Schedule" has the meaning specified in Section 2.1 of the
Master Lease.
"Related Documents" means, collectively, the Indenture, the Series
2000-1 Notes, any Enhancement Agreement, the Master Lease, the Master Collateral
Agency Agreement and any grantor supplements and financing source and
beneficiary supplements thereto involving the Trustee as Beneficiary, the
Assignment Agreements, the Series 2000-1 Note Purchase Agreement and the Series
2000-1 Letter of Credit.
"Rent", with respect to each Acquired Vehicle and each Financed
Vehicle, is defined in paragraph 9 of Annex A to the Master Lease and in
paragraph 6 of Annex B to the Master Lease.
"Required Asset Amount" means with respect to the Series 2000-1 Notes,
at any date of determination, the sum of (i) the Invested Amount for all Group
II Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group II Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Invested Amount for all such Series of Notes, plus (b) the available
subordinated amounts required to be maintained as part of the minimum
enhancement amount for all such Series of Notes.
26
"Required Beneficiaries" means Noteholders holding in excess of 50% of
the Group II Aggregate Invested Amount (excluding, for the purposes of making
the foregoing calculation, any notes known to be held by DTAG or any Affiliate
of DTAG, except for any Affiliate that is a bankruptcy remote, special purpose
vehicle).
"Required Group II Noteholders" means Noteholders holding in excess of
50% of the Group II Aggregate Invested Amount (excluding, for the purposes of
making the foregoing calculation, any Notes held by DTAG or any Affiliate of
DTAG, except for any Affiliate that is a bankruptcy remote, special purpose
vehicle).
"Responsible Officer" means, with respect to DTAG, RCFC, Thrifty,
Dollar or any Additional Lessee, any President, Vice President, Assistant Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or
any officer performing functions similar to those customarily performed by the
person who at the time shall be such officer.
"Retained Interest" means the transferable indirect interest in RCFC's
assets held by the Retained Interestholder to the extent relating to the Group
II Collateral, including the right to receive payments with respect to such
collateral in respect of the Retained Interest Amount.
"Retained Interest Amount" means, on any date of determination, the
amount, if any, by which the Aggregate Asset Amount at the end of the day
immediately prior to such date of determination, exceeds the Required Asset
Amount at the end of such day.
"Retained Interest Percentage" means, on any date of determination,
when used with respect to Group II Collections that are Principal Collections,
Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses and other
amounts, an amount equal to one hundred percent (100%) minus the sum of (i) the
invested percentages for all outstanding Group II Series of Notes and (ii) the
available subordinated amount percentages for all Group II Series of Notes that
provide for credit enhancement in the form of overcollateralization, including
all classes of such Series of Notes, in each case as such percentages are
calculated on such date with respect to Group II Collections that are Principal
Collections, Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses
and other amounts, as applicable.
"Retained Interestholder" means DTAG as owner of all outstanding
capital stock of RCFC or any permitted successor or assign.
"Series 2000-1 Accrued Interest Account" has the meaning specified in
Section 4.6(b) of this Supplement.
"Series 2000-1 Available Subordinated Amount" means, for any date of
determination, an amount equal to (a) the Series 2000-1 Available Subordinated
Amount for the preceding Determination Date (or, in the case of the initial
Determination Date following the Series 2000-1 Closing Date, the Series 2000-1
Closing Date), minus (b) the Series 2000-1 Available Subordinated Amount
Incremental Losses for the Related Month, plus (c) the Series 2000-1 Available
Subordinated Amount Incremental Recoveries for the Related Month, minus (d) the
Series 2000-1 Lease Payment Losses allocable to the Series 2000-1 Available
Subordinated Amount pursuant to Section 4.7 of this Supplement since the
preceding Determination Date, plus (e) the Series 2000-1 Lease Payment
Recoveries allocable to the Series 2000-1 Available Subordinated Amount pursuant
to Section 4.7 of this Supplement since the preceding Determination Date, plus
(f) additional amounts, if any, contributed by RCFC since the preceding
Determination Date (or in the case of the first Determination Date, since the
Series 2000-1 Closing Date) to the Series 2000-1 Excess Funding Account for
allocation to the Series 2000-1 Available Subordinated Amount, plus (g) the
aggregate Net Book Value of additional Eligible Vehicles contributed by the
Retained Interestholder since the preceding Determination Date (or in the case
of the first Determination Date, since the Series 2000-1 Closing Date) as Master
Collateral for allocation to the Series 2000-1 Available Subordinated Amount
pursuant to the Indenture, minus (h) any amounts withdrawn from the Series
2000-1 Excess Funding Account since the preceding Determination Date (or in the
case of the first Determination Date, since the Series 2000-1 Closing Date) for
allocation to the Retained Distribution Account. The "Series 2000-1 Available
Subordinated Amount" for the Series 2000-1 Closing Date through the first
Determination Date shall mean $0.
27
"Series 2000-1 Available Subordinated Amount Incremental Losses" means,
for any Related Month, the sum of all Losses that became Losses during such
Related Month and which were allocated to the Series 2000-1 Available
Subordinated Amount pursuant to Section 4.7 of this Supplement.
"Series 2000-1 Available Subordinated Amount Incremental Recoveries"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 2000-1
Available Subordinated Amount pursuant to Section 4.7 of this Supplement.
"Series 2000-1 Available Subordinated Amount Maximum Increase" means
1.1% of the sum of the Series 2000-1 Maximum Invested Amount and the Series
2000-1 Available Subordinated Amount provided, however, that if (i) a Series
2000-1 Enhancement Deficiency arises out of any Losses or Lease Payment Losses,
or (ii) an increase in the Series 2000-1 Available Subordinated Amount is in
connection with the initial funding of the Series 2000-1 Notes subsequent to the
Series 2000-1 Closing Date, then the Series 2000-1 Available Subordinated Amount
Maximum Increase shall not be limited in amount.
"Series 2000-1 Cash Collateral Account" has the meaning specified in
Section 4.16 of this Supplement.
"Series 2000-1 Cash Collateral Account Surplus" means, as of any date
of determination subsequent to the establishment and funding of the Series
2000-1 Cash Collateral Account pursuant to Section 4.17(a) of this Supplement,
the amount, if any, by which (a) the Series 2000-1 Letter of Credit Amount
exceeds (b) the Minimum Series 2000-1 Letter of Credit Amount.
"Series 2000-1 Closing Date" means December 15, 2000.
28
"Series 2000-1 Collection Account" has the meaning specified in Section
4.6(a) of this Supplement.
"Series 2000-1 Deposit Date" has the meaning specified in Section 4.7
of this Supplement.
"Series 2000-1 Distribution Account" has the meaning specified in
Section 4.12(a) of this Supplement.
"Series 2000-1 Distribution Account Collateral" has the meaning
specified in Section 4.12(d) of this Supplement.
"Series 2000-1 Enhancement Deficiency" means, with respect to any date
of determination, the amount, if any, by which the Enhancement Amount is less
than the Minimum Enhancement Amount for such day.
"Series 2000-1 Enhancement Factor" means, as of any date of
determination, an amount equal to (i) 100% minus (ii) the percentage equivalent
of a fraction, the numerator of which is the sum of the amounts determined
pursuant to clauses (a) and (b) of the definition of Minimum Enhancement Amount
as of such date and the denominator of which is the Series 2000-1 Invested
Amount as of such date.
"Series 2000-1 Excess Funding Account" has the meaning specified in
Section 4.6(a) of this Supplement.
"Series 2000-1 Funding Date" means the date on which the initial
Increase is funded.
"Series 2000-1 Initial Invested Amount" means the aggregate initial
principal amount of the Series 2000-1 Notes, which is $0.
"Series 2000-1 Interest Amount" means, with respect to any Payment
Date, the aggregate for all Series 2000-1 Notes Outstanding of (i) the sum of
the Daily Interest Amounts with respect to each such Series 2000-1 Note for each
day in the related Series 2000-1 Interest Period, plus (ii) all previously
accrued and unpaid Series 2000-1 Interest Amounts with respect to each such
Series 2000-1 Note (together with interest on such unpaid amounts at the
applicable Series 2000-1 Note Rate), plus (iii) any Carrying Charges due to each
related Series 2000-1 Noteholder and unpaid as of such Payment Date.
"Series 2000-1 Interest Collections" means on any date of
determination, all Collections in the Group II Collection Account which
represent Monthly Variable Rent, Monthly Finance Rent or the Availability
Payment accrued under any Lease related to Group II Vehicles with respect to the
Series 2000-1 Notes, plus the Series 2000-1 Invested Percentage of any amount
earned on Permitted Investments in the Series 2000-1 Collection Account which
constitute Group II Collateral and which are available for distribution on such
date.
"Series 2000-1 Interest Period" means a period from and including a
Determination Date to but excluding the next succeeding Determination Date;
provided, however, that the initial Series 2000-1 Interest Period shall be from
the Series 2000-1 Closing Date to the initial Determination Date.
29
"Series 2000-1 Invested Amount" means, on any date of determination, an
amount equal to (a) the Series 2000-1 Initial Invested Amount, minus (b) the
amount of principal payments made to Series 2000-1 Noteholders and Decreases
allocated to the Series 2000-1 Noteholders on or prior to such date, minus (c)
all Losses and Lease Payment Losses allocated to the Series 2000-1 Noteholders
by allocation to the Invested Amount on or prior to such date, plus (d) all
Recoveries and Lease Payment Recoveries allocated to the Series 2000-1
Noteholders by allocation to the Invested Amount on or prior to such date, plus
(e) all Increases allocated to the Series 2000-1 Noteholders on or prior to such
date.
"Series 2000-1 Invested Percentage" means, on any date of
determination:
(i) when used with respect to Principal Collections during the
Series 2000-1 Revolving Period, and when used with respect to Losses,
Lease Payment Losses, Recoveries, Lease Payment Recoveries, cash on
deposit in the Master Collateral Account and the Collection Account and
other amounts at all times, the percentage equivalent of a fraction,
the numerator of which shall be an amount equal to the sum of (x) the
Series 2000-1 Invested Amount and (y) the Series 2000-1 Available
Subordinated Amount, in each case as of the end of the second preceding
Related Month or, until the end of the second Related Month, as of the
Series 2000-1 Closing Date, and the denominator of which shall be the
greater of (A) the Aggregate Asset Amount as of the end of the second
preceding Related Month or, until the end of the second Related Month,
as of the Series 2000-1 Closing Date, and (B) as of the same date as in
clause (A), the sum of the numerators used to determine (i) invested
percentages for allocations with respect to Principal Collections (for
all Group II Series of Notes including all classes of such Series of
Notes) and (ii) available subordinated amount percentages for
allocations with respect to Principal Collections (for all Group II
Series of Notes that provide for credit enhancement in the form of
overcollateralization); and
(ii) when used with respect to Principal Collections during
the Series 2000-1 Rapid Amortization Period, the percentage equivalent
of a fraction, the numerator of which shall be an amount equal to the
sum of (x) the Series 2000-1 Invested Amount and (y) the Series 2000-1
Available Subordinated Amount, in each case as of the end of the
related Series 2000-1 Revolving Period, and the denominator of which
shall be the greater of (A) the Aggregate Asset Amount as of the end of
the second preceding Related Month and (B) as of the same date as in
clause (A), the sum of the numerators used to determine (i) invested
percentages for allocations with respect to Principal Collections (for
all Group II Series of Notes including all classes of such Series of
Notes) and (ii) available subordinated amount percentages for
allocations with respect to Principal Collections (for all Group II
Series of Notes that provide for credit enhancement in the form of
overcollateralization).
"Series 2000-1 Investor Monthly Servicing Fee" means the Series 2000-1
Invested Percentage of the Group II Monthly Servicing Fee.
30
"Series 2000-1 Lease Payment Losses" means, as of any Determination
Date and the Related Payment Date, an amount equal to the Series 2000-1 Invested
Percentage of Lease Payment Losses as of such date.
"Series 2000-1 Lease Payment Recoveries" means, for any Determination
Date, the Series 2000-1 Invested Percentage of all Lease Payment Recoveries
received during the Related Month.
"Series 2000-1 Letter of Credit" means the irrevocable letter of
credit, dated as of December 15, 2000, issued by the Series 2000-1 Letter of
Credit Provider in favor of the Trustee for the benefit of the Series 2000-1
Noteholders pursuant to the Enhancement Letter of Credit Application and
Agreement or any successor or replacement letter of credit meeting the
requirements of this Supplement and the Master Lease.
"Series 2000-1 Letter of Credit Amount" means, as of any date of
determination, the amount (a) available to be drawn on such date under the
Series 2000-1 Letter of Credit, as specified therein or (b) if the Series 2000-1
Cash Collateral Account has been established and funded pursuant to Section
4.17, the amount on deposit in the Series 2000-1 Cash Collateral Account on such
date.
"Series 2000-1 Letter of Credit Expiration Date" means the date the
Series 2000-1 Letter of Credit expires as specified in the Series 2000-1 Letter
of Credit, as such date may be extended in accordance with the terms of the
Series 2000-1 Letter of Credit.
"Series 2000-1 Letter of Credit Provider" means Credit Suisse First
Boston, a Swiss banking corporation, or such other Person providing the Series
2000-1 Letter of Credit in accordance with the terms of this Supplement and the
Master Lease.
"Series 2000-1 Limited Liquidation Event of Default" means, with
respect to the Series 2000-1 Notes, so long as such event or condition
continues, any event or condition of the type specified in Section 5.1 of this
Supplement that continues for thirty (30) days (without double counting the five
(5) Business Day cure period provided for in said Section 5.1); provided,
however, that an event or condition of the type specified in Section 5.1(a), (b)
or (c) shall not constitute a Series 2000-1 Limited Liquidation Event of Default
if within such thirty (30) day period, DTAG shall have contributed a portion of
the Retained Interest or reallocated Eligible Vehicles from the Retained
Interest to the Series 2000-1 Available Subordinated Amount in accordance with
Section 4.7(c)(v) sufficient to cure the Series 2000-1 Enhancement Deficiency.
"Series 2000-1 Maximum Invested Amount" has the meaning specified in
Section 4A.1 of this Supplement.
"Series 2000-1 Monthly Interest Shortfall" means, as of any Payment
Date, the excess, if any, of the Series 2000-1 Interest Amount over the amount
withdrawn from the Series 2000-1 Accrued Interest Account and deposited in the
Series 2000-1 Distribution Account on such Payment Date pursuant to Section
4.7(a) of this Supplement.
"Series 2000-1 Monthly Servicing Fee" means the Series 2000-1 Invested
Percentage of the Group II Monthly Servicing Fee.
31
"Series 2000-1 Monthly Supplemental Servicing Fee" means the Series
2000-1 Invested Percentage of the Group II Supplemental Servicing Fee.
"Series 2000-1 Non-Program Enhancement Percentage" means, with respect
to any date of determination, the greatest of (a) an amount equal to (i) 100%
minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus
(y) 20%, and (b) 20%.
"Series 2000-1 Noteholders" means, collectively, the holders of the
Series 2000-1 Notes.
"Series 2000-1 Note Purchase Agreement" means the Note Purchase
Agreement, dated as of December 15, 2000, among RCFC, DTAG, the Conduit
Purchasers, the Committed Purchasers, the Managing Agents and the Administrative
Agent, pursuant to which the Purchasers agree to purchase the Series 2000-1
Notes from RCFC, subject to the terms and conditions set forth therein, or any
successor agreement to such effect among RCFC, DTAG, the Conduit Purchasers, the
Committed Purchasers, the Managing Agents and the Administrative Agent, in any
case as such agreement may be amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof.
"Series 2000-1 Note Rate" means, for a Series 2000-1 Interest Period
and for each Series 2000-1 Note, the rate, expressed as a percentage, resulting
from (a) the aggregate of the Daily Interest Amounts with respect to such Series
2000-1 Note for each day in such Series 2000-1 Interest Period, divided by (b)
the portion of the Series 2000-1 Invested Amount represented by the weighted
average principal amount of such Series 2000-1 Notes during such Series 2000-1
Interest Period.
"Series 2000-1 Notes" has the meaning specified in the first paragraph
of Article 1 of this Supplement and means any one of the Rental Car Asset Backed
Variable Funding Notes executed by RCFC and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of Exhibit A.
"Series 2000-1 Principal Allocation" has the meaning specified in
Section 4.7(a)(i)(2) of this Supplement.
"Series 2000-1 Program Enhancement Percentage" means, with respect to
any date of determination, 13%.
"Series 2000-1 Rapid Amortization Period" means the period beginning at
the close of business on the Business Day immediately preceding the day on which
an Amortization Event is deemed to have occurred with respect to the Series
2000-1 Notes and ending upon the earlier to occur of (i) the date on which the
Series 2000-1 Notes are paid in full (ii) the termination of the Indenture in
accordance with its terms.
"Series 2000-1 Required Noteholders" means Series 2000-1 Noteholders
holding at least 66-2/3% of the Aggregate Invested Amount of all Outstanding
Series 2000-1 Notes (excluding, for the purposes of making the foregoing
calculation, any Notes held by DTAG or any Affiliate of DTAG).
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"Series 2000-1 Revolving Period" means, with respect to any class of
the Series 2000-1 Notes, the period from and including the Series 2000-1 Closing
Date to the earlier of (i) the Series 2000-1 Termination Date and (ii) the
commencement (if any) of the Series 2000-1 Rapid Amortization Period.
"Series 2000-1 Termination Date" means, with respect to the Series
2000-1 Notes, December 14, 2001, as such date may be extended by agreement in
writing of the Series 2000-1 Noteholders.
"Series 2000-1 Tranche Period" means a CP Tranche Period, a Eurodollar
Tranche Period or a Base Tranche Period, as applicable.
"Servicer" means Thrifty, Dollar or any Additional Lessee, as
applicable, in its capacity as a servicer under the Master Lease and any
successor servicer thereunder.
"Shared Principal Collections" means, as of any Payment Date, Principal
Collections allocable to a Group II Series of Notes as of such Payment Date that
are not required to make payments of principal with respect to such Group II
Series of Notes as of such Payment Date under the related Series Supplement and
are allocable in accordance with the terms of such Series Supplement to make
payments on other Group II Series of Notes.
"SPC" means RCFC, Dollar Thrifty Funding Corp., an Oklahoma
corporation, TCL Funding Limited Partnership, a financing partnership organized
under the laws of Canada, each successor entity thereto, and any other special
purpose entity formed for the purpose of financing the acquisition of Vehicles.
"Standard & Poor's" means Standard & Poor's Corporation.
"Subaru" means Subaru of America, Inc., a New Jersey corporation.
"Sublease" means a standardized lease agreement, for the leasing of
Vehicles, between a Lessee, as lessor, and an Eligible Franchisee, as lessee.
"Subsidiary Borrowers" means, collectively, Dollar and Thrifty.
"Subsidiary Guarantor" means any Subsidiary of DTAG that is party to a
guaranty executed and delivered by such Subsidiary pursuant to Section 6.1.11 of
the Credit Agreement, substantially in the form of Exhibit G to the Credit
Agreement.
"Supplemental Documents" is defined in Section 2.1 of the Master Lease.
"Surety Bond" means any instrument pursuant to which the issuer thereof
agrees to pay on behalf of DTAG or any of its Subsidiaries an amount then due
and payable by DTAG or such Subsidiary to another Person (including an insurer
of such DTAG or such Subsidiary).
"Suzuki" means American Suzuki Motor Corporation, a California
corporation.
"Term" is defined in Section 3.2 of the Master Lease.
33
"Termination Demand" means a demand for a LOC Termination Disbursement
under the Series 2000-1 Letter of Credit pursuant to a Certificate of
Termination Demand.
"Termination Payment" is defined in Section 12.3 of the Master Lease.
"Texas Vehicles" means Eligible Vehicles acquired by RCFC on or after
the Lease Commencement Date for lease in the State of Texas under Annex B of the
Master Lease.
"Total Debt" means, without duplication, the aggregate amount of all
Indebtedness of DTAG and its Subsidiaries, other than Indebtedness of the type
described in clause (d) or (e) of the definition of "Indebtedness" or, to the
extent in respect of such type of Indebtedness, clause (h) of the definition of
"Indebtedness."
"Toyota" means Toyota Motor Sales, U.S.A., Inc., a California
corporation.
"U.S. Dollar" means the lawful currency of the United States of
America.
"Vehicle Acquisition Schedule" is defined in Section 2.1 of the Master
Lease.
"Vehicle Debt" means Indebtedness relating solely to the financing or
leasing of any Vehicle and secured thereby (and by related collateral); provided
that any obligation included as Non-Vehicle Debt pursuant to clause (c) of the
definition thereof shall not be deemed to be Vehicle Debt.
"Vehicle Funding Date" is defined in Section 3.1 of the Master Lease.
"Vehicle Interest Expense" is defined in clause (b) of the definition
of "Non-Vehicle Interest Expense".
"Vehicle Lease Commencement Date" is defined in Section 3.1 of the
Master Lease.
"Vehicle Lease Expiration Date", with respect to each Group II Vehicle,
means the earliest of (i) the Disposition Date for such Group II Vehicle, (ii)
if such Group II Vehicle becomes a Casualty, the date funds in the amount of the
Net Book Value thereof are received by the Lessor, the Master Collateral Agent
or the Trustee (including deposit into the Collection Account or the Master
Collateral Account) from any of the Lessees in accordance with the Master Lease,
and (iii) the Maximum Vehicle Lease Term of the Operating Lease and the
Financing Lease, as applicable, as specified in, respectively, paragraph 5 of
each of Annex A and Annex B to the Master Lease.
"Vehicle Disposition Program Payment Due Date" means, with respect to
any payment due from a Manufacturer or Auction dealer in respect of a Program
Vehicle disposed of pursuant to the terms of the related Vehicle Disposition
Program, the thirtieth (30th) day after the Disposition Date for such Vehicle.
"Vehicle Order" is defined in Section 2.1 of the Master Lease.
"Vehicle Term" is defined in Section 3.1 of the Master Lease.
34
"VIN" is defined in Section 18 of the Master Lease.
"Volkswagen" means Volkswagen of America, Inc., a Michigan corporation.
"Voluntary Decrease" is defined in Section 4A.3(b) of this Supplement.
ARTICLE 3
GRANT OF RIGHTS UNDER THE MASTER LEASE
Section 3.1 Grant of Security Interest.
(a) To secure the RCFC Obligations and to secure compliance with the
provisions of the Base Indenture and this Supplement, RCFC hereby pledges,
assigns, conveys, delivers, transfers and sets over to the Trustee, for the
benefit of the holders of any Group II Series of Notes (the "Group II
Noteholders"), and hereby grants to the Trustee, for the benefit of the Group II
Noteholders, a first priority security interest in all of RCFC's right, title
and interest in and to all of the following assets, property and interest in
property of RCFC, whether now owned or hereafter acquired or created, as it
relates to the Master Lease, as that term is defined in this Supplement (all of
the foregoing being referred to as the "Master Lease Collateral"):
(i) the rights of RCFC under the Master Lease and any
other agreements relating to the Group II Vehicles to which RCFC is a
party other than the Vehicle Disposition Programs and any Group II
Vehicle insurance agreements (collectively, the "RCFC Agreements"),
including, without limitation, all monies due and to become due to RCFC
from the Lessees under or in connection with the RCFC Agreements,
whether payable as rent, guaranty payments, fees, expenses, costs,
indemnities, insurance recoveries, damages for the breach of any of
the RCFC Agreements or otherwise, and all rights, remedies, powers,
privileges and claims of RCFC against any other party under or with
respect to the RCFC Agreements (whether arising pursuant to the terms
of such RCFC Agreements or otherwise available to RCFC at law or in
equity), including the right to enforce any of the RCFC Agreements as
provided herein and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under
or with respect to the RCFC Agreements or the obligations of any party
thereunder;
(ii) the Demand Note;
(iii) the Qualified Intermediary Obligations; and
(iv) all proceeds, products, offspring, rents or profits
of any and all of the foregoing including, without limitation, payments
under insurance (whether or not the Trustee is the loss payee
thereof), and cash;
provided, however, the Master Lease Collateral shall not include the Retained
Distribution Account, any funds on deposit therein from time to time, any
certificates or instruments, if any, representing or evidencing any or all of
the Retained Distribution Account or the funds on deposit therein from time to
time, or any Permitted Investments made at any time and from time to time with
the funds on deposit in the Retained Distribution Account (including the income
thereon).
35
(b) To further secure the RCFC Obligations with respect to the Series
2000-1 Notes (but not any other Series of Notes), RCFC hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee for the benefit of the
Group II Noteholders (but not any other Series of Notes), and hereby grants to
the Trustee for the benefit of the Group II Noteholders, a security interest in
all of RCFC's right, title and interest in and to all of the following assets,
property and interests in property, whether now owned or hereafter acquired or
created:
(i) the Series 2000-1 Letter of Credit; and
(ii) (A) any Series 2000-1 Cash Collateral Account; (B)
all funds on deposit therein from time to time; (C)all certificates and
instruments, if any, representing or evidencing any or all of any such
Series 2000-1 Cash Collateral Account or the funds on deposit therein
from time to time; (D) all investments made at any time and from time
to time with moneys in any such Series 2000-1 Cash Collateral Account;
and (E) all proceeds of any and all of the foregoing, including,
without limitation, cash.
(c) The Trustee, as trustee on behalf of the Group II Noteholders,
acknowledges the foregoing grant, accepts the trusts under this Supplement in
accordance with the provisions of the Indenture and this Supplement and agrees
to perform its duties required in this Supplement to the best of its abilities
to the end that the interests of the Group II Noteholders may be adequately and
effectively protected. The Master Lease Collateral shall secure the Group II
Series of Notes equally and ratably without prejudice, priority (except as
otherwise stated in this Supplement) or distinction.
ARTICLE 4A
INITIAL ISSUANCE AND INCREASES AND DECREASES OF
SERIES 2000-1 INVESTED AMOUNT OF SERIES 2000-1 NOTES
Section 4A.1 Issuance in Definitive Form. Pursuant to Section 2.19 of
the Base Indenture, upon request by the Note Purchasers, the Issuer hereby
consents to the issuance of the Series 2000-1 Notes in the form of Definitive
Notes. The Series 2000-1 Notes shall initially be sold to investors in reliance
on an exemption from the registration requirements of the Securities Act, and
shall be issued in the form of one or more Definitive Notes, in fully registered
form without interest coupons, substantially in the form attached hereto as
Exhibit A, with such legends as may be applicable thereto, duly executed by the
Issuer and authenticated by the Trustee as provided in Section 2.4 of the Base
Indenture, in an aggregate stated principal amount of up to $150,000,000, as
such amount may be increased upon an Additional Ownership Group becoming party
to the Series 2000-1 Note Purchase Agreement (the "Series 2000-1 Maximum
Invested Amount"). The aggregate principal amount of the Series 2000-1 Notes
outstanding may not exceed such amount.
Section 4A.2 Procedure for Increasing the Series 2000-1 Invested
Amount.
(a) Subject to satisfaction of the conditions precedent set forth in
subsection (b) of this Section 4A.2 (as evidenced by an Officer's Certificate of
the Master Servicer delivered to the Trustee), on the Series 2000-1 Closing
Date, the Issuer may issue Series 2000-1 Notes in the maximum invested amount
described in Section 4A.1, the initial aggregate principal amounts of which will
be equal to the Series 2000-1 Initial Invested Amount. Such Series 2000-1 Notes
shall be issued to the Note Purchasers. On the Series 2000-1 Funding Date and
thereafter on each Increase Date during the Series 2000-1 Revolving Period, and
upon not less than three Business Days' prior written notice by the Issuer to
the Administrative Agent and the Trustee in the manner provided in the Series
2000-1 Note Purchase Agreement (such notice specifying the applicable Increase
Date), increase the Series 2000-1 Invested Amount (each such increase referred
to as an "Increase") in the manner provided in the Series 2000-1 Notes amounts
that satisfy the following requirements: (i) the portion of the Increase
represented by additional Series 2000-1 Invested Amount shall be such that the
Enhancement Amount shall at least equal the Minimum Enhancement Amount after
giving effect to such Increase in the Series 2000-1 Invested Amount and the
application of the proceeds thereof to leasing Group II Vehicles; and (ii) no
Asset Amount Deficiency will result from such Increase. Satisfaction of the
above conditions shall be evidenced by the delivery of a certificate from the
Master Servicer to such effect to the Trustee. Proceeds from any Increase shall
be deposited into the Series 2000-1 Collection Account and allocated in
accordance with Article 4 hereof. Upon each Increase, the Trustee shall, or
shall cause the Note Registrar to, indicate in the Note Register such Increase.
The Increase in the Series 2000-1 Invested Amount shall be allocated pro rata
among the Outstanding Series 2000-1 Notes.
36
(b) The Series 2000-1 Invested Amount may be increased pursuant to
subsection (a) above only upon satisfaction of each of the following conditions
(as evidenced by an Officers' Certificate delivered by the Issuer to the
Trustee) with respect to each proposed Increase:
(i) The amount of such Increase shall be equal to or
greater than $100,000;
(ii) After giving effect to such Increase, the Series
2000-1 Invested Amount shall not exceed the Series 2000-1 Maximum
Invested Amount;
(iii) There shall not then exist, nor shall such Increase
result in the occurrence of, (x) an Amortization Event, a Liquidation
Event of Default or a Series 2000-1 Limited Liquidation Event of
Default, or (y) an event or occurrence, which, with the passing of time
or the giving of notice thereof, or both, would become an Amortization
Event, a Liquidation Event of Default or a Series 2000-1 Limited
Liquidation Event of Default;
(iv) All conditions precedent (1) to the acquisition
of additional Group II Vehicles under the Master Lease and (2) to the
making of Advances (as defined in the Series 2000-1 Note Purchase
Agreement) under the Series 2000-1 Note Purchase Agreement shall have,
in each case, been satisfied; provided, that an Opinion of Counsel to
the effect that the Series 2000-1 Notes will be treated as indebtedness
of the Issuer for Federal income tax purposes shall not be required;
(v) The Issuer or, with respect to Financed Vehicles, the
applicable Lessee, as the case may be, shall have good and marketable
title to each Group II Vehicle purchased thereby with the proceeds from
the sale of and of Increases in the Series 2000-1 Notes, free and clear
of all Liens and encumbrances, other than any Permitted Liens. Each
Eligible Vehicle Disposition Program shall be in full force and effect,
and shall be enforceable against the related Manufacturer in accordance
with its terms;
37
(vi) Each Lessee shall have granted to the Master
Collateral Agent, for the benefit of the Trustee, and RCFC shall have
granted to the Master Collateral Agent, for the benefit of the Trustee,
in each case on behalf of the Series 2000-1 Noteholders, a security
interest in all Group II Vehicles now or hereafter purchased or
financed by the Issuer with the proceeds from the sale of and Increases
in the Series 2000-1 Notes or with any contributions of capital made by
DTAG in favor of the Issuer;
(vii) the Issuer shall have granted to the Trustee a
first priority security interest in its right, title and interest in
and to the Master Lease and the Master Lease Collateral;
(viii) on or prior to the Series 2000-1 Closing Date, the
Trustee shall have received executed counterparts of the Assignment
Agreements related to the assignment of rights under each Eligible
Vehicle Disposition Program, duly executed by the applicable Lessee
and/or the Issuer, as assignor, and the Trustee, as assignee;
(ix) the Trustee shall have received a copy of each
Eligible Vehicle Disposition Program under which Series 2000-1 Vehicles
will be or have been purchased and are proposed to be included in the
Aggregate Asset Amount and an Officer's Certificate, dated the Series
2000-1 Closing Date, and duly executed by an Authorized Officer of the
Issuer, certifying that each such copy is true, correct and complete as
of the Series 2000-1 Closing Date;
(x) Notice of such Increase shall have been delivered
to the Administrative Agent;
(xi) All representations and warranties set forth in
Article 6 of the Base Indenture and in Section 23 of the Master Lease
shall be true and correct; and
(xii) With respect to the initial Increase only, the Master
Servicer shall have calculated the Series 2000-1 Available Subordinated
Amount and the Enhancement Amount.
Section 4A.3 Decreases.
(a) Mandatory Decreases. Whenever the Enhancement Amount is less than
the Minimum Enhancement Amount, then, on the Payment Date immediately following
discovery of such deficiency, the Issuer shall decrease the Series 2000-1
Invested Amount by the amount (if any) necessary, so that after giving effect to
any increases in the Enhancement Amount on or prior to such Payment Date and to
all Decreases of the Series 2000-1 Invested Amount on such Payment Date, no such
deficiency shall exist on such Payment Date (each reduction of the Series 2000-1
Invested Amount pursuant to this Section 4A.3(a), a "Mandatory Decrease"). Upon
such discovery, the Issuer shall deliver notice of any such Mandatory Decreases
to the Trustee.
(b) Voluntary Decreases. Upon at least three (3) Business Days' prior
irrevocable notice to the Administrative Agent and the Trustee in writing the
Issuer may voluntarily prepay all or a portion of the Series 2000-1 Invested
Amount in accordance with the procedures set forth herein (each reduction of the
Series 2000-1 Invested Amount pursuant to this Section 4A.3(b), a "Voluntary
Decrease"); provided, that all voluntary Decreases pursuant to this Section
4A.3(b) shall be allocated such that (1) the Enhancement Amount after giving
effect to such Decrease is not less than the Minimum Enhancement Amount. Each
such Decrease shall be, in the aggregate for all Series 2000-1 Notes, in a
minimum principal amount of $1,000,000 and increments of $100,000 thereafter.
38
(c) Upon receipt by a Responsible Officer of the Trustee of written
notice that a Decrease has been completed, the Trustee shall, or shall cause the
Note Registrar to, indicate in the Note Register such Decrease. The amount of
any Decrease shall not exceed the amount on deposit in the Series 2000-1
Collection Account and available for distribution to Series 2000-1 Noteholders
in respect of principal on the Series 2000-1 Notes on the date specified in the
related notice of Decrease referred to in clauses (a) and (b) above.
(d) Any Decrease referred to in clauses (a) and (b) above shall be
applied pro rata among the Outstanding Series 2000-1
ARTICLE 4
ALLOCATION AND APPLICATION OF COLLECTIONS
Any provisions of Article 4 of the Base Indenture and the Series 1998-1
Supplement which allocate and apply Collections shall continue to apply
irrespective of the issuance of the Series 2000-1 Notes. Sections 4.1 through
4.5 of the Base Indenture shall be read in their entirety as provided in the
Base Indenture, provided that for purposes of the Series 2000-1 Notes, clauses
(c), (d) and (e) of Section 4.2 of the Base Indenture shall be modified as
permitted by Section 11.1(f) of the Base Indenture and shall read as follows:
(c) Right of Master Servicer to Deduct Fees. Notwithstanding anything
in this Indenture to the contrary but subject to any limitations set forth in
the applicable Supplement, as long as (x) the Master Servicer is DTAG or an
Affiliate of DTAG and (y) the Retained Interest Amount equals or exceeds zero,
the Master Servicer (i) may make or cause to be made deposits of Collections to
the Group II Collection Account net of any amounts which are allocable to the
Retained Distribution Account and represent amounts due and owing to it in its
capacity as Master Servicer and (ii) need not deposit or cause to be deposited
any amounts to be paid to the Master Servicer pursuant to this Section 4.2 and
such amounts will be deemed paid to the Master Servicer, as the case may be,
pursuant to this Section 4.2.
(d) Sharing Collections. To the extent that Principal Collections that
are allocated to the Series 2000-1 Notes on a Payment Date are not needed to
make payments of principal to Series 2000-1 Noteholders or required to be
deposited in the Series 2000-1 Distribution Account on such Payment Date, such
Principal Collections may, at the written direction of the Master Servicer, be
applied to cover principal payments due to or for the benefit of Noteholders of
other Group II Series of Notes. Any such reallocation will not result in a
reduction of the Aggregate Principal Balance or in the Invested Amount of the
Series 2000-1 Notes.
(e) Unallocated Principal Collections. If, after giving effect to
Section 4.2(d), Principal Collections allocated to the Series 2000-1 Notes on
any Payment Date are in excess of the amount required to pay amounts due in
respect of the Series 2000-1 Notes on such Payment Date in full, then any such
excess Principal Collections shall be allocated to the Retained Distribution
Account (provided that no Series 2000-1 Enhancement Deficiency or Asset Amount
Deficiency exists or would result from such allocation).
39
In addition, for purposes of Section 4.2(a) of the Base Indenture, the
Master Servicer in its capacity as such under the Master Lease shall cause all
Collections allocable to Group II Collateral in accordance with the Indenture
and the Master Collateral Agency Agreement, as applicable, to be paid directly
into the Group II Collection Account or the Master Collateral Account, as
applicable.
Article 4 of the Base Indenture (except for Sections 4.1 through 4.5
thereof subject to the proviso in the first paragraphs of this Article 4 and the
immediately preceding sentence) shall read in its entirety as follows and shall
be applicable only to the Series 2000-1 Notes:
Section 4.6 Establishment of Group II Collection Account,
Series 2000-1 Collection Account, Series 2000-1 Excess Funding Account,
and Series 2000-1 Accrued Interest Account.
(a) The Trustee has created an
administrative sub-account within the Collection Account for
the benefit of holders of Notes from a Group II Series of
Notes (such sub-account, the "Group II Collection Account").
In addition, the Trustee will create two administrative
sub-accounts within the Collection Account. One such
sub-account will be established for the benefit of the Series
2000-1 Noteholders (such sub-account, the "Series 2000-1
Collection Account"). The second sub-account will be
established for the benefit of the Series 2000-1 Noteholders
(such sub-account, the "Series 2000-1 Excess Funding
Account").
(b) The Trustee will further divide the
Series 2000-1 Collection Account by creating an additional
administrative sub-account for the Series 2000-1 Noteholders
(such sub-account, the "Series 2000-1 Accrued Interest
Account").
(c) All Collections in respect of the Group
II Collateral and allocable to the Group II Series of Notes
shall be allocated to the Group II Collection Account. All
Collections in the Group II Collection Account allocable to
the Series 2000-1 Notes and the Series 2000-1 Available
Subordinated Amount shall be allocated to the Series 2000-1
Collection Account or the Series 2000-1 Excess Funding Account
as provided below.
Section 4.7. Allocations with Respect to the Series 2000-1
Notes. All allocations in this Section 4.7 will be made in accordance
with written direction of the Master Servicer. The proceeds from the
sale of the Series 2000-1 Notes (or the initial Increase, as
applicable), together with any funds deposited with RCFC by DTAG in its
capacity as the Retained Interestholder, will, on the Series 2000-1
Closing Date, be deposited by the Trustee into the Group II Collection
Account and, concurrently with such initial deposit, allocated by the
Trustee to the Series 2000-1 Excess Funding Account. On each Business
Day on which Collections are deposited into the Group II Collection
Account (each such date, a "Series 2000-1 Deposit Date"), the Master
Servicer will direct the Trustee in writing to allocate all amounts
deposited into the Group II Collection Account in accordance with the
provisions of this Section 4.7:
40
(a) Allocations During the Revolving Period.
During the Series 2000-1 Revolving Period, the Master Servicer
will direct the Trustee to allocate, on each Series 2000-1
Deposit Date, all amounts deposited into the Group II
Collection Account as set forth below:
(i) with respect to all Collections
(including Recoveries) and from Increases:
(1) allocate to the Series 2000-1
Collection Account an amount equal to the
Series 2000-1 Interest Collections received
on such day. All such amounts allocated to
the Series 2000-1 Collection Account shall
be further allocated to the Series 2000-1
Accrued Interest Account; provided, however,
that if with respect to any Related Month
the aggregate of all such amounts allocated
to the Series 2000-1 Accrued Interest
Account during such Related Month exceeds
the Series 2000-1 Interest Amount and any
other fees and expenses of RCFC due and
payable in respect of the Series 2000-1
Notes on the Payment Date next succeeding
such Related Month pursuant to Section 4.8,
then the amount of such excess shall be
allocated to the Series 2000-1 Excess
Funding Account;
(2) to the extent a Mandatory
Decrease is required under Section 4A.3(a)
of this Supplement, allocate to the Series
2000-1 Distribution Account for the payment
of the Series 2000-1 Invested Amount, an
amount equal to the lesser of (i) the sum of
(A) an amount equal to the Series 2000-1
Invested Percentage (as of such day) of the
aggregate amount of Collections that are
Principal Collections on such day (for any
such day, such amount, the "Series 2000-1
Principal Allocation"), plus (B) any other
funds on deposit in the Series 2000-1
Collection Account and the Series 2000-1
Excess Funding Account (excluding any
Interest Collections but including proceeds
from any Increase) and (ii) the amount, as
stated in such Master Servicer's direction,
necessary for such Mandatory Decrease;
(3) allocate to the Series 2000-1
Distribution Account the amount, as stated
in such Master Servicer's direction, of any
Voluntary Decreases in the Series 2000-1
Invested Amount to be made in accordance
with Section 4A.3(b) of this Supplement;
(4) allocate to the Series 2000-1
Excess Funding Account an amount equal to
the sum of (A) the Series 2000-1 Principal
Allocation remaining after the allocation in
clause (3) above, plus (B) the proceeds from
any Increase remaining after the allocations
in clause (2) above;
41
(5) allocate to the Retained
Distribution Account an amount equal to (x)
the applicable Retained Interest Percentage
(as of such day) of the aggregate amount of
Collections that are Principal Collections
on such date, minus (y) any amounts, other
than Servicing Fees, which have been
withheld by the Master Servicer pursuant to
Section 4.2(c) of the Base Indenture to the
extent such amounts withheld under Section
4.2(c) of the Base Indenture represent all
or part of the Retained Interest Amount;
(ii) with respect to all Recoveries:
(1) allocate an amount equal to the
Series 2000-1 Invested Percentage (as of
such day) of the aggregate amount of
Recoveries on such day, first, to replenish
the Series 2000-1 Invested Amount, to the
extent that the Series 2000-1 Invested
Amount has theretofore been reduced as a
result of any Losses allocated thereto
pursuant to clause (iii) below and not
replenished pursuant to this clause (ii);
second, to replenish the Series 2000-1 Cash
Collateral Account to the extent withdrawals
have theretofore been made pursuant to
Section 4.15(b) in respect of unpaid Demand
Note draws, which withdrawals have not been
paid under such Demand Note and not
replenished pursuant to this clause (ii);
third, to replenish the Series 2000-1
Available Subordinated Amount to the extent
that the Series 2000-1 Available
Subordinated Amount has theretofore been
reduced as a result of any Losses allocated
thereto pursuant to clause (iii) below and
not replenished pursuant to this clause
(ii); and fourth, any remaining Recoveries
not so allocated shall be released to the
Issuer and available, at the Issuer's
option, to be loaned to DTAG under the
Demand Note or used for other corporate
purposes; and
(2) allocate to the Retained
Interest Amount an amount equal to the
Retained Interest Percentage (as of such
day) of the aggregate amount of Recoveries
on such date to the extent that the Retained
Interest Amount has theretofore been reduced
as a result of any Losses allocated thereto
pursuant to clause (iii) below and not
replenished pursuant to this clause (ii);
(iii) with respect to all Losses:
(1) allocate an amount equal to the
Series 2000-1 Invested Percentage (as of
such day) of the aggregate amount of Losses
on such day, first, to reduce the Series
2000-1 Available Subordinated Amount until
the Series 2000-1 Available Subordinated
Amount has been reduced to zero; second,
allocate remaining Losses to making a claim
under the Demand Note until such claim would
reduce the Demand Note to zero; and third,
allocate remaining Losses to reduce the
Series 2000-1 Invested Amount until the
Series 2000-1 Invested Amount has been
reduced to zero; and
42
(2) on any such Business Day
allocate to the Retained Interest Amount an
amount equal to the Retained Interest
Percentage (as of such day) of the aggregate
amount of such Losses on such day, which
amount shall reduce the Retained Interest
Amount.
(iv) with respect to all Lease Payment
Recoveries:
(1) allocate an amount equal to the
Series 2000-1 Invested Percentage (as of
such day) of the aggregate amount of Lease
Payment Recoveries on such day, first, to
replenish the Series 2000-1 Invested Amount
to the extent that the Series 2000-1
Invested Amount has theretofore been reduced
as a result of any Lease Payment Losses
allocated thereto pursuant to clause (v)
below and not replenished pursuant to this
clause (iv); second, to replenish the Series
2000-1 Cash Collateral Account to the extent
withdrawals have theretofore been made
pursuant to Section 4.14(b) as a result of
any Lease Payment Losses allocated to the
Series 2000-1 Letter of Credit pursuant to
clause (v) below and that have not been
replenished pursuant to this clause (iv);
third, to replenish the Series 2000-1
Available Subordinated Amount to the extent
that the Series 2000-1 Available
Subordinated Amount has theretofore been
reduced as a result of any Lease Payment
Losses allocated thereto pursuant to clause
(v) below and not replenished pursuant to
this clause (iv); and fourth, any remaining
Recoveries not so allocated shall be
released to the Issuer; and
(2) allocate to the Retained
Interest Amount an amount equal to the
Retained Interest Percentage (as of such
day) of the aggregate amount of Lease
Payment Recoveries on such date to the
extent that the Retained Interest Amount has
theretofore been reduced as a result of any
Lease Payment Losses allocated thereto
pursuant to clause (v) below and not
replenished pursuant to this clause (iv));
(v) with respect to all Lease Payment
Losses:
(1) allocate an amount equal to the
Series 2000-1 Invested Percentage (as of
such day) of the aggregate amount of Lease
Payment Losses on such day, first, to reduce
the Series 2000-1 Available Subordinated
Amount until the Series 2000-1 Available
Subordinated Amount has been reduced to
zero; second, allocate remaining Lease
Payment Losses to making a drawing under the
Series 2000-1 Letter of Credit until such
drawing would reduce the Series 2000-1
Letter of Credit Amount to zero; and third,
allocate remaining Lease Payment Losses to
reduce the Invested Amount until the Series
2000-1 Invested Amount has been reduced to
zero; and
43
(2) allocate to the Retained
Interest Amount an amount equal to the
Retained Interest Percentage (as of such
day) of the aggregate amount of such Lease
Payment Losses on such day, which amount
shall reduce the Retained Interest Amount.
(b) Allocations During the Series 2000-1
Rapid Amortization Period. During the Series 2000-1 Rapid
Amortization Period, the Master Servicer will direct the
Trustee to allocate, on each Series 2000-1 Deposit Date, all
amounts deposited into the Group II Collection Account as set
forth below:
(i) with respect to all Collections
(including Recoveries):
(1) allocate to the Series 2000-1
Collection Account an amount determined as
set forth in Section 4.7(a)(i)(1) above for
such day, plus an amount up to $500,000 to
be applied to the payment of legal fees and
expenses, if any, and, if DTAG is no longer
the Master Servicer, the amount equal to the
sum of the Series 2000-1 Monthly Servicing
Fee and Series 2000-1 Monthly Supplemental
Servicing Fee, which amount shall be
deposited in the Series 2000-1 Accrued
Interest Account and, as and to the extent
provided in Section 4.7(a)(i)(1) above,
allocated to the Series 2000-1 Excess
Funding Account;
(2) allocate to the Series 2000-1
Collection Account an amount equal to the
Series 2000-1 Principal Allocation for such
day, which amounts shall be used to make
principal payments on a pro rata basis in
respect of the Series 2000-1 Notes; and
(3) allocate to the Retained
Distribution Account an amount determined as
set forth in Section 4.7(a)(i)(5) above for
such day;
(ii) with respect to all Recoveries:
(1) increase the Series 2000-1
Invested Amount, replenish the Series 2000-1
Cash Collateral Account to the extent
withdrawals have theretofore been made
pursuant to Section 4.15(b) in respect of
unpaid Demand Note draws, which withdrawals
have not been replenished under this clause
(ii), increase the Series 2000-1 Available
Subordinated Amount, and pay any remaining
Recoveries to the Group II Collection
Account for payment of principal to the
Series 2000-1 Noteholders on the next
succeeding Payment Date as required pursuant
to Section 4.10; and
(2) allocate to the Retained
Interest Amount an amount determined as set
forth in Section 4.7(a)(ii)(2) above for
such day;
(iii) with respect to all Losses:
(1) decrease the Series 2000-1
Available Subordinated Amount, make a claim
under the Demand Note and decrease the
Series 2000-1 Invested Amount as and to the
extent provided in Section 4.7(a)(iii)(1)
above for such day; and
44
(2) allocate to the Retained
Interest Amount an amount determined as set
forth in Section 4.7(a)(iii)(2) above for
such day, which amount shall reduce the
Retained Interest Amount.
(iv) with resect to all Lease Payment
Recoveries:
(1) increase the Series 2000-1
Invested Amount, replenish the Series 2000-1
Cash Collateral Account to the extent
withdrawals have theretofore been made
pursuant to Section 4.14(b) as a result of
any Lease Payment Losses allocated to the
Series 2000-1 Letter of Credit pursuant to
clause (v) below that have not been
replenished pursuant to this clause (iv);
and increase the Series 2000-1 Available
Subordinated Amount as and to the extent
provided in Section 4.7(a)(iv)(1) above for
such day; and
(2) allocate to the Retained
Interest Amount an amount determined as set
forth in Section 4.7(a)(iv)(2) above for
such day;
(v) with respect to all Lease Payment
Losses:
(1) decrease the Series 2000-1
Available Subordinated Amount, make a claim
under the Series 2000-1 Letter of Credit and
decrease the Series 2000-1 Invested Amount
as and to the extent provided in Section
4.7(a)(v)(1) above for such day; and
(2) allocate to the Retained
Interest Amount an amount determined as set
forth in Section 4.7(a)(v)(2) above for such
day, which amount shall reduce the Retained
Interest Amount.
(c) Additional Allocations. Notwithstanding
the foregoing provisions of this Section 4.7,
45
(i) provided the Series 2000-1 Rapid
Amortization Period has not commenced, amounts
allocated to the Series 2000-1 Excess Funding Account
that are not required to make payments under the Series
2000-1 Notes pursuant hereto may, as and to the extent
permitted in the related Supplements, be used to
pay the principal amount of other Group II Series of
Notes that are then in amortization and, after such
payment, any remaining funds may, at RCFC's option, be
(i) used to finance, refinance or acquire Vehicles, to
the extent Eligible Vehicles have been requested by any
of the Lessees under the Master Lease or
(ii) transferred, on any Payment Date, to the Retained
Distribution Account, to the extent that the Retained
Interest Amount equals or exceeds zero after giving
effect to such payment and so long as no Series 2000-1
Enhancement Deficiency or Asset Amount Deficiency
exists or would result therefrom; provided, however,
that funds remaining after the application of such
funds to the payment of the principal amount of other
Group II Series of Notes that are in amortization and
to the financing, refinancing or acquisition of Group
II Vehicles may be transferred to the Retained
Distribution Account on a day other than a Payment Date
if the Master Servicer furnishes to the Trustee an
Officer's Certificate to the effect that such transfer
will not cause any of the foregoing deficiencies to
occur either on the date that such transfer is made or,
in the reasonable anticipation of the Master Servicer,
on the next Payment Date. Funds in the Retained
Distribution Account shall, at the option of RCFC, be
available to finance, refinance or acquire Vehicles, to
the extent Eligible Vehicles have been requested by any
of the Lessees under the Master Lease, or for
distribution to the Retained Interestholder (including
any advances made under the Demand Note or otherwise);
(ii) in the event that the Master Servicer
is not DTAG or an Affiliate of DTAG, the Master
Servicer shall not be entitled to withhold any amounts
pursuant to Section 4.2(c) and the Trustee shall
deposit amounts payable to DTAG in its capacity as
the Master Servicer in the Group II Collection Account
pursuant to the provisions of Section 4.2 on each
Series 2000-1 Deposit Date;
(iii) any amounts withheld by the Master
Servicer and not deposited in the Group II
Collection Account pursuant to Section 4.2(c) shall be
deemed to be deposited in the Group II Collection
Account on the date such amounts are withheld for
purposes of determining the amounts to be allocated
pursuant to this Section 4.7;
(iv) if there is more than one Series of
Group II Series of Notes outstanding, then Sections
4.7(a)(i)(5) and 4.7(b)(i)(3) above shall not be
duplicative with any similar provisions contained in
any other Supplement and the Retained Interestholder
shall only be paid such amount once with respect to
any Payment Date; and
46
(v) RCFC may, from time to time in its sole
discretion, increase the Series 2000-1 Available
Subordinated Amount by (a) (i) allocating to the
Series 2000-1 Available Subordinated Amount Eligible
Vehicles theretofore allocated to the Retained
Interest and (ii) delivering to the Trustee an
Officer's Certificate affirming with respect to such
Vehicles the representations and warranties set
forth in Section 6.14 of the Base Indenture (and an
Opinion of Counsel to the same effect) or (b) (i)
depositing funds into the Series 2000-1 Excess
Funding Account by transfer from the Retained
Distribution Account or otherwise, and (ii)
delivering to the Master Servicer and the Trustee an
Officer's Certificate setting forth the amount of
such funds and stating that such funds shall be
allocated to the Series 2000-1 Available
Subordinated Amount; provided, however, that (x)
RCFC shall have no obligation to so increase the
Series 2000-1 Available Subordinated Amount at any
time and (y) RCFC may not increase the Series 2000-1
Available Subordinated Amount at any time if the
amount of such increase, together with the sum of
the amounts of all prior increases, if any, of the
Series 2000-1 Available Subordinated Amount would
exceed the applicable Series 2000-1 Available
Subordinated Amount Maximum Increase, excluding from
such calculation any increase in the Series 2000-1
Available Subordinated Amount (1) through Recoveries
or from funds constituting repayments of principal
under the Demand Note, or (2) relating to an
increase in any component of the Minimum Enhancement
Amount that results from (a) an increase in the
ratio of Group II Vehicles that are Non-Program
Vehicles to all Group II Vehicles, (b) a reduction
in the aggregate amount of cash and Permitted
Investments in the Group II Collection Account and
the Master Collateral Account that are allocable to
the Group II Series of Notes, or (c) a decrease in
Market Value Adjustment Percentage;
(vi) If, on any Payment Date during the
Series 2000-1 Revolving Period, a Mandatory Decrease
shall be required under Section 4A.3(a) of this
Supplement and the amounts allocated to the Series
2000-1 Invested Amount under Section 4.7(a)(i)(2) are
less than the amount of such required Decrease, then,
in such event, any funds (i) on deposit in the Group II
Collection Account which are allocable to the Retained
Interest Amount or (ii) on deposit in the excess
funding accounts for other Group II Series of Notes
issued and outstanding under the Indenture which
amounts are in excess of the amounts necessary to be on
deposit in each such excess funding account in order
that (x) no Asset Amount Deficiency occur, (y) no
shortfall in the required level of enhancement for each
such Group II Series of Notes shall occur, including
any portion of such enhancement that is required to be
in liquid funds, and (z) no Amortization Event for any
such series or event that with the giving of notice or
passage of time would become an Amortization Event for
any such Group II Series of Notes (such amounts as are
set forth in clauses (i) and (ii) of this subparagraph
(vi) being referred to herein as "Excess Amounts")
shall, in each such case, be deposited into the
Series 2000-1 Distribution Account as Principal
Collections in an aggregate amount up to the amount
of any such deficiency and shall be used, in
accordance with Section 4.7(a), to reduce the Series
2000-1 Invested Amount; and
47
(vii) If, on any Payment Date during the
Series 2000-1 Rapid Amortization Period, the amount
allocated under Section 4.7(b)(i)(2) is insufficient to
reduce the Series 2000-1 Invested Amount to zero, then,
in such event, any funds constituting Excess Amounts
shall, in each such case, be deposited into the Series
2000-1 Distribution Account as Principal Collections in
an aggregate amount up to the amount of any such
deficiency and shall be used, in accordance with
Section 4.10(a)(ii) to reduce the Series 2000-1
Invested Amount.
Section 4.8 Monthly Payments.
All of the payments in this Section 4.8 will be made in
accordance with written direction of the Master Servicer. On each
Reporting Date, as provided below, the Master Servicer shall instruct
the Trustee or the Paying Agent to withdraw, and on the following
Payment Date the Paying Agent, acting in accordance with such
instructions, shall withdraw the amounts required to be withdrawn from
the Group II Collection Account pursuant to Sections 4.8(a) through (c)
below in respect of all funds available from Series 2000-1 Interest
Collections processed since the preceding Payment Date and allocated to
the holders of the Series 2000-1 Notes.
(a) Note Interest with respect to the Series
2000-1 Notes. On each Reporting Date, the Master Servicer
shall instruct the Trustee or the Paying Agent to withdraw on
the next succeeding Payment Date from the Series 2000-1
Accrued Interest Account and deposit in the Series 2000-1
Distribution Account the amount on deposit therein available
for the payment of the Series 0000-0 Xxxxxxxx Xxxxxx. Xx such
Reporting Date, the Master Servicer shall further instruct the
Trustee in writing to withdraw on the next succeeding Payment
Date from the Series 2000-1 Excess Funding Account the lesser
of (i) the amount on deposit in the Series 2000-1 Excess
Funding Account and (ii) the excess, if any, of the Series
2000-1 Interest Amount over the amount withdrawn from the
Series 2000-1 Accrued Interest Account pursuant to the
preceding sentence and deposit such amount to the Series
2000-1 Distribution Account.
(b) Legal Fees. On each Payment Date during
the Rapid Amortization Period, the Master Servicer shall,
prior to making all distributions required to be made pursuant
to Section 4.8(a) of this Supplement, instruct each of the
Trustee and the Paying Agent to withdraw from the Series
2000-1 Accrued Interest Account, for payment to the Issuer, an
amount up to an aggregate amount for all such Payment Dates of
$500,000 to be applied to the payment of legal fees and
expenses, if any, of the Issuer. On such Payment Date, the
Trustee shall withdraw such amount from the Series 2000-1
Accrued Interest Account and remit such amount to the Issuer.
48
(c) Servicing Fee. On each Payment Date, the
Master Servicer shall, after directing all distributions
required to be made pursuant to Sections 4.8(a) and (b) of
this Supplement or in the event that on the related
Determination Date DTAG or any Affiliate thereof shall no
longer be the Master Servicer, prior to such distributions
being made (or if in addition to the foregoing the Series
2000-1 Rapid Amortization Period has also commenced, prior to
making all distributions required to be made pursuant to
Section 4.8(a) of this Supplement but after making all
distributions required to be made pursuant to Section 4.8(b)),
instruct each of the Trustee and the Paying Agent to withdraw
from the Series 2000-1 Accrued Interest Account, for payment
to the Master Servicer, an amount equal to (a) the Series
2000-1 Investor Monthly Servicing Fee and any Series 2000-1
Monthly Supplemental Servicing Fee accrued during the
preceding Series 2000-1 Interest Period, plus (b) all accrued
and unpaid Series 2000-1 Investor Monthly Servicing Fees and
any accrued and unpaid Series 2000-1 Monthly Supplemental
Servicing Fees, minus (c) the amount of any Series 2000-1
Investor Monthly Servicing Fees and Series 2000-1 Monthly
Supplemental Servicing Fees withheld by the Master Servicer
pursuant to the Base Indenture. On such Payment Date, the
Trustee or the Paying Agent, as the case may be, shall
withdraw such amount from the Series 2000-1 Accrued Interest
Account and remit such amount to the Master Servicer.
Section 4.9 Payment of Note Interest.
All payments made pursuant to this Section 4.9 will be made in
accordance with the written instructions of the Master Servicer. On
each Payment Date, (i) to the extent any Series 2000-1 Monthly Interest
Shortfall exists after the deposits required pursuant to Section 4.8(a)
of this Supplement has been made, the Master Servicer shall instruct
the Trustee or the Paying Agent to withdraw from funds on deposit in
the Series 2000-1 Excess Funding Account, an amount equal to the lesser
of (A) the amount on deposit in the Series 2000-1 Excess Funding
Account on such Payment Date in an amount not to exceed the Series
2000-1 Available Subordinated Amount at such time, and (B) the
remaining amount of the Series 2000-1 Monthly Interest Shortfall, and
deposit such amount in the Series 2000-1 Distribution Account to pay
the Series 2000-1 Interest Amount to each of the Series 2000-1
Noteholders and (ii) to the extent any such Series 2000-1 Monthly
Interest Shortfall remains after the deposits required pursuant to
clause (i) of this Section 4.9 has been made, if amounts have been
drawn on the Series 2000-1 Letter of Credit and deposited into the
Series 2000-1 Collection Account pursuant to Section 4.18 of this
Supplement, the Master Servicer shall instruct the Trustee or the
Paying Agent to withdraw from the Series 2000-1 Collection Account on
such Payment Date the lesser of (A) the amount on deposit in the Series
2000-1 Collection Account representing such amount drawn on the Series
2000-1 Letter of Credit and (B) the amount of the remaining Series
2000-1 Monthly Interest Shortfall and deposit such amount in the Series
2000-1 Distribution Account to pay the Series 0000-0 Xxxxxxxx Xxxxxx.
Xx each Payment Date the Paying Agent shall, in accordance with the
Master Servicer's most recent Monthly Certificate, pay to each of the
Series 2000-1 Noteholders from the Series 2000-1 Distribution Account
the portion of the Series 2000-1 Interest Amount deposited in the
Series 2000-1 Distribution Account for the payment of the Series 2000-1
Interest Amount pursuant to Section 4.8(a) of this Supplement and
clauses (i) and (ii) of this Section 4.9.
49
Section 4.10 Payment of Note Principal; Decreases.
All payments made pursuant to this Section 4.10 will be made
in accordance with the written instructions of the Master Servicer.
(a) Series 2000-1 Notes.
(i) Commencing on the first Determination
Date after the commencement of the Series 2000-1
Rapid Amortization Period, the Master Servicer shall
instruct the Trustee or the Paying Agent as to the
amount allocated to the Series 2000-1 Notes during
the Related Month pursuant to Section 4.7(b)(i)(2);
and
(ii) Commencing on the first Payment Date
after the commencement of the Series 2000-1 Rapid
Amortization Period, the Trustee shall (1) withdraw
from the Series 2000-1 Collection Account the amount
allocated thereto pursuant to Section 4.7(b)(i)(2) of
this Supplement, (2) to the extent any portion of the
Series 2000-1 Invested Amount still remains unpaid
after application of the amounts specified in clause
(1) above, the Master Servicer shall instruct the
Trustee or the Paying Agent to withdraw, from funds on
deposit in the related Excess Funding Accounts of any
additional Group II Series of Notes, if any, an amount
equal to the lesser of (x) the aggregate amount on
deposit in such Excess Funding Accounts on such Payment
Date (after application of any such amounts to pay
principal and interest in respect of the related Series
of Notes pursuant to the related Series Supplements)
in excess of an amount not to exceed the related
Available Subordinated Amounts at such time and (y) the
unpaid portion of the Series 2000-1 Invested Amount and
deposit such amounts in the Series 2000-1
Distribution Account to be paid, pro rata, to the
Series 2000-1 Noteholders, provided that any such
amounts withdrawn from the Excess Funding Accounts for
the other Group II Series of Notes shall be applied
on a pro rata basis with respect to each Group II
Series of Notes with respect to which a deficiency
exists, (3) to the extent any portion of the Series
2000-1 Invested Amount remains unpaid after application
of the amount specified in clauses (1) and (2), the
Master Servicer shall instruct the Trustee or the
Paying Agent to withdraw, from funds on deposit in the
Series 2000-1 Excess Funding Account, an amount equal
to the lesser of (v) the amount on deposit in the
Series 2000-1 Excess Funding Account on such Payment
Date (after application of any amounts pursuant to
Section 4.9 of this Supplement) in an amount not to
exceed the Series 2000-1 Available Subordinated Amount
50
at such time and (w) the unpaid portion of the Series
2000-1 Invested Amount and deposit such amount in
the Series 2000-1 Distribution Account to be paid, pro
rata, to the Series 2000-1 Noteholders, and (4) to the
extent any portion of the Series 2000-1 Invested Amount
still remains unpaid after application of the amounts
specified in clauses (1) through (3) above, if amounts
have been drawn on the Series 2000-1 Letter of Credit
and deposited into the Series 2000-1 Collection Account
pursuant to Section 4.14 of this Supplement or amounts
have been claimed under the Demand Note or drawn under
the Series 2000-1 Letter of Credit in respect thereof
and deposited into the Series 2000-1 Collection Account
pursuant to Section 4.13 of this Supplement, the Master
Servicer shall instruct the Trustee or the Paying Agent
to withdraw from the Series 2000-1 Collection Account
on such Payment Date the lesser of (x) the amount on
deposit in the Series 2000-1 Collection Account
representing such draw on the Series 2000-1 Letter of
Credit or payment under the Demand Note (after
application of any portion thereof pursuant to Section
4.9 of this Supplement) and (y) the excess of the
Series 2000-1 Invested Amount over the amounts
described in clauses (1) through (3) above and deposit
such amounts in the Series 2000-1 Distribution Account
to be paid, pro rata, to the Series 2000-1 Noteholders;
provided, however, that on the final Payment Date for
the Series 2000-1 Notes, the Trustee shall withdraw
from the Series 2000-1 Collection Account, as provided
above, an aggregate amount which is no greater than the
Series 2000-1 Invested Amount as of such date. The
Series 2000-1 Invested Amount shall be due and payable
on the Series 2000-1 Termination Date.
(iii) On each Payment Date occurring on or
after the date a withdrawal is made pursuant to
Section 4.10(a)(ii) of this Supplement, the Paying
Agent shall, in accordance with Section 5.1 of the
Base Indenture and the Master Servicer's most recent
Monthly Certificate pay to the applicable Series
2000-1 Noteholders, pro rata, the amount deposited in
the Series 2000-1 Distribution Account for the payment
of principal pursuant to Section 4.10(a)(ii) of this
Supplement.
(b) Decreases. On the Business Day occurring
on the date a withdrawal is made pursuant to Section
4.7(a)(i)(2), the Paying Agent shall pay to the Trustee for
the benefit of the Series 2000-1 Noteholders the amount
deposited in the Series 2000-1 Distribution Account for the
payment of principal pursuant to Section 4.7(a)(i)(2).
Section 4.11 Retained Distribution Account. On each Payment
Date, the Master Servicer shall, as applicable, instruct the Trustee in
writing to instruct the Paying Agent to transfer to the Retained
Distribution Account (established pursuant to Section 4.1(b) of the
Base Indenture) (i) all funds which are in the Collection Account that
have been allocated to the Retained Distribution Account as of such
Payment Date and (ii) all funds that were previously allocated to the
Retained Distribution Account but not transferred to the Retained
Distribution Account.
51
Section 4.12 Series 2000-1 Distribution Account.
(a) Establishment of Series 2000-1
Distribution Account. The Trustee shall establish and maintain
in the name of the Trustee for the benefit of the Series
2000-1 Noteholders, or cause to be established and maintained,
an account (the "Series 2000-1 Distribution Account"), bearing
a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2000-1
Noteholders. The Series 2000-1 Distribution Account shall be
maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department
of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the
Series 2000-1 Distribution Account. If the Series 2000-1
Distribution Account is not maintained in accordance with the
previous sentence, the Master Servicer shall establish a new
Series 2000-1 Distribution Account, within ten (10) Business
Days after obtaining knowledge of such fact, which complies
with such sentence, and shall instruct the Trustee to transfer
all cash and investments from the non-qualifying Series 2000-1
Distribution Account into the new Series 2000-1 Distribution
Account. Initially, the Series 2000-1 Distribution Account
will be established with the Trustee.
(b) Administration of the Series 2000-1
Distribution Account. The Master Servicer shall instruct the
institution maintaining the Series 2000-1 Distribution Account
in writing to invest funds on deposit in the Series 2000-1
Distribution Account at all times in Permitted Investments;
provided, however, that any such investment shall mature not
later than the Business Day prior to the Payment Date
following the date on which such funds were received, unless
any Permitted Investment held in the Series 2000-1
Distribution Account is held with the Trustee, in which case
such investment may mature on such Payment Date provided that
such funds shall be available for withdrawal on or prior to
such Payment Date. The Trustee shall hold, for the benefit of
the Series 2000-1 Noteholders, possession of any negotiable
instruments or securities evidencing the Permitted Investments
from the time of purchase thereof until the time of maturity.
(c) Earnings from Series 2000-1 Distribution
Account. Subject to the restrictions set forth above, the
Master Servicer shall have the authority to instruct the
Trustee with respect to the investment of funds on deposit in
the Series 2000-1 Distribution Account. All interest and
earnings (net of losses and investment expenses) on funds on
deposit in the Series 2000-1 Distribution Account shall be
deemed to be on deposit and available for distribution.
(d) Series 2000-1 Distribution Account
Constitutes Additional Collateral for Series 2000-1 Notes. In
order to secure and provide for the payment of the RCFC
Obligations with respect to the Series 2000-1 Notes (but not
the other Notes), RCFC hereby assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the
Series 2000-1 Noteholders, all of RCFC's right, title and
interest in and to the following (whether now or hereafter
existing and whether now owned or hereafter acquired): (i) the
Series 2000-1 Distribution Account; (ii) all funds on deposit
therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of
the Series 2000-1 Distribution Account or the funds on deposit
therein from time to time; (iv) all Permitted Investments made
at any time and from time to time with monies in the Series
2000-1 Distribution Account; and (v) all proceeds of any and
all of the foregoing, including, without limitation, cash (the
items in the foregoing clauses (i) through (v) are referred
to, collectively, as the "Series 2000-1 Distribution Account
Collateral"). The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the
Series 2000-1 Distribution Account and in all proceeds
thereof. The Series 2000-1 Distribution Account Collateral
shall be under the sole dominion and control of the Trustee,
and the Paying Agent at the direction of the Trustee, in each
case for the benefit of the Series 2000-1 Noteholders.
52
Section 4.13 The Master Servicer's Failure to Instruct
the Trustee to Make a Deposit or Payment. If the Master Servicer fails
to give notice or instructions to make any payment from or deposit into
the Group II Collection Account required to be given by the Master
Servicer, at the time specified in the Master Lease or any other
Related Document (including applicable grace periods), and such failure
is known by the Trustee, the Trustee shall make such payment or deposit
into or from the Group II Collection Account without such notice or
instruction from the Master Servicer if and to the extent that the
Trustee has been furnished information adequate, in the sole discretion
of the Trustee, to determine the amounts and beneficiaries of such
payments. Pursuant to the Master Lease, the Master Servicer has agreed
that it shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make
such a payment or deposit.
Section 4.14 Lease Payment Deficit Draws on Series 2000-1
Letter of Credit.
(a) At or before 10:00 a.m. (New York City
time) on each Payment Date, the Master Servicer shall notify
the Trustee pursuant to the Master Lease of the amount of the
Series 2000-1 Lease Payment Losses, such notification to be in
the form of Exhibit D to this Supplement.
(b) So long as the Series 2000-1 Letter of
Credit shall not have been terminated, on any Payment Date
that there are Series 2000-1 Lease Payment Losses, the Trustee
shall, by 1:00 p.m. (New York City time) on the same Payment
Date, draw on the Series 2000-1 Letter of Credit by presenting
a draft in an amount equal to the lesser of (i) the Series
2000-1 Lease Payment Losses allocated to making a drawing
under the Series 2000-1 Letter of Credit pursuant to Sections
4.7(a)(v)(1) or (b)(v)(1) of this Supplement, and (ii) the
amount available to be drawn on the Series 2000-1 Letter of
Credit on such Payment Date accompanied by a Certificate of
Credit Demand. The proceeds of such draw shall be deposited as
soon as practicable in the Series 2000-1 Collection Account
for further allocation to the Series 2000-1 Distribution
Account in accordance with the instructions of the Master
Servicer and pursuant to the terms of this Supplement.
53
Section 4.15 Claim Under the Demand Note.
(a) On each Determination Date, the Master
Servicer shall determine the aggregate amount, if any, of
Losses that have occurred during the Related Month. In the
event that any such Losses occurring during such Related Month
exceed the amount of Recoveries received during such Related
Month, the Master Servicer shall set forth the aggregate
amount of such net Losses in the Monthly Report, and the
Trustee shall make the allocations as set forth in Sections
4.7(a)(iii)(1) and (b)(iii)(1), as applicable, of this
Supplement. If any amounts are allocated to a claim under the
Demand Note pursuant to such Sections (any such amounts,
"Demand Note Claim Amounts"), the Trustee shall transmit to
the issuer of the Demand Note a demand for repayment (each, a
"Demand Notice") under the Demand Note in the amount of the
lesser of (x) the outstanding amount of such Demand Note and
(y) the Demand Note Claim Amounts, in each case such payment
to be made on or prior to the next succeeding Payment Date by
deposit of funds into the Series 2000-1 Collection Account in
the specified amount.
(b) In the event that on any Payment Date on
which (x) a Demand Notice has been transmitted to the issuer
of the Demand Note on the related Determination Date pursuant
to Section 4.15(a) above and the Demand Note issuer shall have
failed to deposit into the Series 2000-1 Collection Account
the amount specified in such Demand Notice, on or prior to
10:00 a.m. (New York City time) on such Payment Date, or (y) a
Demand Notice for payment by the issuer of the Demand Note
could be transmitted to the issuer of the Demand Note of the
related Determination Date pursuant to Section 4.15(a) above,
but has been prevented from being transmitted or, if so
transmitted, the issuer of the Demand Note has been prevented
from making any payment thereunder, as a result of the
operation of any bankruptcy or insolvency law, then so long as
the Series 2000-1 Letter of Credit shall not have been
terminated, the Trustee shall, by 1:00 p.m. (New York City
time) on the same Business Day, draw on the Series 2000-1
Letter of Credit by presenting a draft in an amount equal to
(i) that portion of the amount demanded under the Demand Note
as specified in (a) above that has not been deposited into the
Series 2000-1 Collection Account as of 10:00 a.m. (New York
City time) on such Payment Date, in the case of clause (x)
above or (ii) the amount of the stayed demand for payment in
the case of clause (y) above, in each case, accompanied by a
Certificate of Credit Demand. The proceeds of such draw shall
be deposited in the Series 2000-1 Collection Account for
application pursuant to Section 4.10(a)(ii) of this
Supplement.
(c) Demand Note Constitutes Additional
Collateral for Series 2000-1 Notes. In order to secure and
provide for the payment of the RCFC Obligations with respect
to the Series 2000-1 Notes (but not the other Notes), RCFC
hereby assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2000-1 Noteholders,
all of RCFC's right, title and interest in and to the Demand
Note and all proceeds thereof. The Trustee shall possess all
right, title and interest in the Demand Note, all rights to
make claims thereunder and all payments thereon and all
proceeds thereof.
54
Section 4.16 Series 2000-1 Letter of Credit Termination
Demand.
(a) If prior to the date which is 30
days prior to the then scheduled Series 2000-1 Letter of
Credit Expiration Date,
(i) the Series 2000-1 Letter of Credit shall
not have been extended or there shall not have been
appointed a successor institution to act as Series
2000-1 Letter of Credit Provider, and
(ii) the payments to be made by the Lessees
under the Master Lease shall not have otherwise been
credit enhanced with (A) the funding of the Series
2000-1 Cash Collateral Account with cash in the amount
of the Series 2000-1 Letter of Credit Amount, (B) other
cash collateral accounts, overcollateralization or
subordinated securities or (C) with the consent of the
Required Group II Noteholders, a Surety Bond or
other similar arrangements; provided, however, that
(1) any such successor institution
or other form of substitute credit
enhancement referred to in the foregoing
clauses (B) and (C) shall be approved by the
Series 2000-1 Required Noteholders; and
(2) any such successor institution
or other form of substitute credit
enhancement referred to in the foregoing
clauses (i) or (ii)(C) shall, if the
short-term debt ratings with respect to such
substitute credit enhancement, if
applicable, are less than "A-1" or the
equivalent from Standard & Poor's and "P-1"
or the equivalent from Moody's, be approved
by the Required Group II Noteholders;
then the Master Servicer shall notify the Trustee in writing
pursuant to the Master Lease no later than one Business Day
prior to the Series 2000-1 Letter of Credit Expiration Date of
(i) the principal balance of all Outstanding Series 2000-1
Notes on such date, and (ii) the amount available to be drawn
on the Series 2000-1 Letter of Credit on such date. Upon
receipt of such notice by the Trustee on or prior to 10:00
a.m. (New York City time) on any Business Day, the Trustee
shall, by 1:00 p.m. (New York City time) on such Business Day
(or, in the case of any notice given to the Trustee after
10:00 a.m. (New York City time), by 1:00 p.m. (New York City
time) on the next following Business Day), draw the lesser of
the amounts set forth in clauses (i) and (ii) above on the
Series 2000-1 Letter of Credit by presenting a draft
accompanied by a Certificate of Termination Demand and shall
deposit the proceeds of the disbursement resulting therefrom
in a special deposit account (the "Series 2000-1 Cash
Collateral Account").
55
(b) The Master Servicer shall notify the
Trustee in writing pursuant to the Master Lease within one
Business Day of the Master Servicer's becoming aware that the
short-term debt credit rating of the Series 2000-1 Letter of
Credit Provider has fallen below "A-1" in the case of Standard
& Poor's and "P-1" in the case of Moody's. At such time the
Master Servicer shall also notify the Trustee of (i) the
principal balance of all Outstanding Series 2000-1 Notes on
such date, and (ii) the Series 2000-1 Letter of Credit Amount
on such date. Upon the 60th Business Day following receipt of
such notice by the Trustee if the condition described in the
first sentence of this Section 4.16(b) shall remain in effect
on or prior to 10:00 a.m. (New York City time) on any Business
Day, unless the Master Servicer shall have obtained a new
letter of credit substantially in the form of the Series
2000-1 Letter of Credit and provided by an entity with
short-term debt ratings of at least "A-1" in the case of
Standard & Poor's and "P-1" in the case of Moody's, the
Trustee shall, by 1:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the
Trustee after 10:00 a.m. (New York City time), by 1:00 p.m.
(New York City time) on the next following Business Day), draw
on the Series 2000-1 Letter of Credit in an amount equal to
the lesser of the principal balance of all Outstanding Series
2000-1 Notes on such Business Day and the amount available to
be drawn on the Series 2000-1 Letter of Credit on such
Business Day by presenting a draft accompanied by a
Certificate of Termination Demand and shall deposit the
proceeds of the disbursement resulting therefrom in the Series
2000-1 Cash Collateral Account.
Section 4.17 The Series 2000-1 Cash Collateral Account.
(a) Upon receipt of notice of a draw on the
Series 2000-1 Letter of Credit pursuant to Section 4.16, the
Trustee shall establish and maintain in the name of the
Trustee for the benefit of the Series 2000-1 Noteholders, or
cause to be established and maintained, the Series 2000-1 Cash
Collateral Account bearing a designation clearly indicating
that the funds deposited therein are held for the Series
2000-1 Noteholders. The Series 2000-1 Cash Collateral Account
shall be maintained (i) with a Qualified Institution, or (ii)
as a segregated trust account with the corporate trust
department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds
deposited in the Series 2000-1 Cash Collateral Account. If the
Series 2000-1 Cash Collateral Account is not maintained in
accordance with the prior sentence, then within 10 Business
Days after obtaining knowledge of such fact, the Master
Servicer has agreed pursuant to the Master Lease that it shall
establish a new Series 2000-1 Cash Collateral Account which
complies with such sentence and shall instruct the Trustee in
writing to transfer into the new Series 2000-1 Cash Collateral
Account all cash and investments from the non-qualifying
Series 2000-1 Cash Collateral Account. When established, the
Series 2000-1 Cash Collateral Account is intended to function
in all respects as the replacement for, and the equivalent of,
the Series 2000-1 Letter of Credit. Accordingly, following its
creation, each reference to a draw on the Series 2000-1 Letter
of Credit shall refer to withdrawals from the Series 2000-1
Cash Collateral Account and references to similar terms shall
mean and be a reference to actions taken with respect to the
Series 2000-1 Cash Collateral Account that correspond to
actions that otherwise would have been taken with respect to
the Series 2000-1 Letter of Credit. Without limiting the
generality of the foregoing, upon funding of the Series 2000-1
Cash Collateral Account, the Trustee shall, at all times when
the Trustee is otherwise required to make a draw under the
Series 2000-1 Letter of Credit pursuant to Section 4.14 or
4.16 of this Supplement, make a draw from the Series 2000-1
Cash Collateral Account in the amount and at such time as a
draw would be made under the Series 2000-1 Letter of Credit
pursuant to Section 4.14 or 4.16 of this Supplement. The
Trustee shall provide written notice to DTAG of any draw from
the Series 2000-1 Cash Collateral Account pursuant to Section
4.14 or 4.16 of this Supplement.
56
(b) In order to secure and provide for the
repayment and payment of the obligations of RCFC with respect
to the Series 2000-1 Notes (but not any other Series of
Notes), RCFC hereby assigns, pledges, grants, transfers and
sets over to the Trustee, for the benefit of the Series 2000-1
Noteholders, all of RCFC's right, title and interest in and to
the following (whether now or hereafter existing and whether
now owned or hereafter acquired): (i) the Series 2000-1 Cash
Collateral Account; (ii) all funds on deposit therein from
time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2000-1
Cash Collateral Account or the funds on deposit therein from
time to time; (iv) all Permitted Investments made at any time
and from time to time with the monies in the Series 2000-1
Cash Collateral Account; and (v) all proceeds of any and all
of the foregoing, including, without limitation, cash. The
Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Series 2000-1 Cash
Collateral Account and in all proceeds thereof. The Series
2000-1 Cash Collateral Account shall be under the sole
dominion and control of the Trustee for the benefit of the
Series 2000-1 Noteholders and the Series 2000-1 Letter of
Credit Provider, as their interests appear herein, which
interest in the case of the Series 2000-1 Letter of Credit
Provider shall be subject to the interests of the holders of
Series 2000-1 Notes as provided herein.
(c) Funds on deposit in the Series 2000-1
Cash Collateral Account shall, at the written direction of the
Master Servicer given pursuant to the Master Lease, be
invested by the Trustee in Permitted Investments. Funds on
deposit in the Series 2000-1 Cash Collateral Account on any
Payment Date, after giving effect to any deposits to or
withdrawals from the Series 2000-1 Cash Collateral Account on
such Payment Date, shall be invested in Permitted Investments
that will mature at such time that such funds will be
available for withdrawal on or prior to the following Payment
Date. The proceeds of any such investment, to the extent not
distributed on such Payment Date, shall be invested in
Permitted Investments that will mature at such time that such
funds will be available for withdrawal on or prior to the
Payment Date immediately following the date of such
investment. The Trustee shall maintain for the benefit of the
Series 2000-1 Noteholders and the Series 2000-1 Letter of
Credit Provider as their interests appear herein, which
interest in the case of the Series 2000-1 Letter of Credit
Provider shall be subject to the interests of the holders of
the Series 2000-1 Notes as provided herein, possession of the
negotiable instruments or securities evidencing the Permitted
Investments from the time of purchase thereof until the time
of sale or maturity. On each Payment Date, all interest and
earnings (net of losses and investment expenses) accrued since
the preceding Payment Date on funds on deposit in the Series
2000-1 Cash Collateral Account shall be paid to the Series
2000-1 Letter of Credit Provider to the extent of any
unreimbursed draws on the Series 2000-1 Letter of Credit.
Subject to the restrictions set forth above, the Master
Servicer, or a Person designated in writing by the Master
Servicer with written notification thereof to the Trustee,
shall have the authority to instruct the Trustee in with
respect to the investment of funds on deposit in the Series
2000-1 Cash Collateral Account. For purposes of determining
the availability of funds or the balances in the Series 2000-1
Cash Collateral Account for any reason under the Indenture,
all investment earnings on such funds shall be deemed not to
be available or on deposit.
57
(d) Series 2000-1 Cash Collateral Account
Surplus. In the event that the Series 2000-1 Cash Collateral
Account Surplus on any Payment Date, after giving effect to
all withdrawals from the Series 2000-1 Cash Collateral
Account, is greater than zero, the Trustee, acting in
accordance with the written instructions of the Master
Servicer, shall withdraw from the Series 2000-1 Cash
Collateral Account an amount equal to the Series 2000-1 Cash
Collateral Amount Surplus and shall pay from such amount to
the Series 2000-1 Letter of Credit Provider an amount equal to
the amount of unreimbursed draws under the Series 2000-1
Letter of Credit.
(e) Termination of Series 2000-1 Cash
Collateral Account. Upon the later to occur of (i) the
termination of the Indenture pursuant to Section 10.1 of the
Base Indenture and (ii) the Business Day immediately following
the Series 2000-1 Letter of Credit Expiration Date, the
Trustee, acting in accordance with the written instructions of
the Master Servicer, after the prior payment of all amounts
owing to the Series 2000-1 Noteholders and payable from the
Series 2000-1 Cash Collateral Account as provided herein,
shall withdraw from the Series 2000-1 Cash Collateral Account
all amounts on deposit therein and shall pay from such amounts
to the Series 2000-1 Letter of Credit Provider an amount equal
to the amount of unreimbursed draws on the Series 2000-1
Letter of Credit.
Section 4.18. Appointment of Trustee to Hold Letter of
Credit. The Trustee agrees to hold the Series 2000-1 Letter of Credit
and to make draws thereon pursuant to the terms of the Series 2000-1
Letter of Credit and this Supplement. The Trustee shall promptly
follow the instructions of the Master Servicer or the Administrative
Agent to make a claim under the Series 2000-1 Letter of Credit or
withdrawal from the Series 2000-1 Cash Collateral Account. The Trustee
hereby acknowledges and agrees to perform the duties set forth in
Sections 2.1(a), 2.1(e), 2.1(f), 2.3(a) and 2.3(c) of the
Enhancement Letter of Credit Application and Agreement including,
without limitation, its obligation to execute and deliver a Notice of
Reduction of Series 2000-1 Letter of Credit Amount substantially in
the form attached as Annex E to the Series 2000-1 Letter of Credit
upon its receipt of a Request for Reduction of Series 2000-1 Letter of
Credit Amount in substantially the form attached as Exhibit D to the
Enhancement Letter of Credit Application and Agreement.
58
ARTICLE 5
AMORTIZATION EVENTS
Section 5.1 Series 2000-1 Amortization Events. In addition to the
Amortization Events set forth in Section 8.1 of the Base Indenture, the
following shall be Amortization Events with respect to the Series 2000-1 Notes
(without notice or other action on the part of the Trustee or any Series 2000-1
Noteholders):
(a) a Series 2000-1 Enhancement Deficiency
shall occur and continue for at least five (5) Business Days
after the Master Servicer obtains actual knowledge thereof;
provided, however, that such event or condition shall not be
an Amortization Event if (i) during such five (5) Business Day
period DTAG shall have increased the Series 2000-1 Letter of
Credit Amount or RCFC shall have increased the Series 2000-1
Available Subordinated Amount by allocating to the Series
2000-1 Available Subordinated Amount, Eligible Vehicles
theretofore allocated to the Retained Interest or by
depositing funds into the Series 2000-1 Cash Collateral
Account or the Series 2000-1 Excess Funding Account, in
either case so that the Series 2000-1 Enhancement Deficiency
no longer exists, and (ii) any increase in the Series 2000-1
Available Subordinated Amount pursuant to clause (i) of this
Section 5.1(a) shall be in accordance with the terms of
Section 4.7(c)(v) of this Supplement;
(b) the Series 2000-1 Letter of Credit shall
not be in full force and effect and no substitute credit
enhancement shall have been obtained pursuant to the
Enhancement Letter of Credit Application and Agreement unless
(i) the inclusion of the Series 2000-1 Letter of Credit Amount
in the Enhancement Amount is not necessary for the Enhancement
Amount to equal or exceed the Minimum Enhancement Amount,
or (ii) the Series 2000-1 Cash Collateral Account shall
theretofore have been funded to the full extent required
hereunder;
(c) from and after the funding of the Series
2000-1 Cash Collateral Account pursuant to Section 4.16 or
4.17 of this Supplement, the Series 2000-1 Cash Collateral
Account shall be subject to an injunction, estoppel or other
stay or a Lien (other than the Lien of the Trustee under the
Indenture);
(d) an Event of Bankruptcy shall have
occurred with respect to the Series 2000-1 Letter of Credit
Provider or the Series 2000-1 Letter of Credit Provider
repudiates the Series 2000-1 Letter of Credit or refuses to
honor a proper draw thereon in accordance with the terms
thereof, unless (i) the inclusion of the Series 2000-1 Letter
of Credit Amount in the Enhancement Amount is not necessary
for the Enhancement Amount to equal or exceed the Minimum
Enhancement Amount, or (ii) the Series 2000-1 Cash Collateral
Account shall theretofore have been funded to the full extent
required hereunder and under the Enhancement Letter of Credit
Application and Agreement;
59
(e) any of the Related Documents or any
portion thereof shall not be in full force and effect or
enforceable in accordance with its terms or RCFC, DTAG
(including in its capacity as Master Servicer), Thrifty
(including in its capacity as a Servicer) or Dollar (including
in its capacity as a Servicer) or any successor to Thrifty or
Dollar in their respective capacities as Servicers shall so
assert in writing; or
(f) an event of default shall have occurred
and be continuing under the Master Lease, including, without
limitation, the breach of any financial covenant contained
in Section 24.14 of the Master Lease, whether or not such
breach has been waived.
In the case of the event described in clause (a) above, an Amortization
Event will be deemed to have occurred with respect to the Series 2000-1 Notes,
after the grace period described therein, immediately without notice or other
action on the part of the Trustee, the Administrative Agent or the Series 2000-1
Noteholders. In the case of any event described in clauses (b) through (f)
above, an Amortization Event will be deemed to have occurred with respect to the
Series 2000-1 Notes only if, after any applicable grace period described in such
clauses, either the Trustee, by written notice to the Issuer and the
Administrative Agent, or the Administrative Agent, at the request of the Series
2000-1 Required Noteholders, by written notice to the Issuer, the Trustee and
the Series 2000-1 Noteholders, declare that, as of the date of such notice, an
Amortization Event has occurred.
Section 5.2 Waiver of Past Events. Subject to Section 11.2 of the Base
Indenture, Series 2000-1 Noteholders holding 100% of the Series 2000-1 Invested
Amount, by written notice to the Trustee, may waive any existing Potential
Amortization Event or Amortization Event.
ARTICLE 6
COVENANTS
Section 6.1 Minimum Subordinated Amount. RCFC shall maintain the Series
2000-1 Available Subordinated Amount in an amount greater than or equal to the
Minimum Subordinated Amount.
Section 6.2 Minimum Series 2000-1 Letter of Credit Amount. RCFC shall
maintain the Series 2000-1 Letter of Credit Amount in an amount greater than or
equal to the Minimum Series 2000-1 Letter of Credit Amount.
ARTICLE 7
FORM OF SERIES 2000-1 NOTES
Series 2000-1 Notes will be issued in fully registered form,
substantially in the form set forth in Exhibit A to this Supplement, with such
legends as may be applicable thereto as set forth in the Base Indenture, and
will be sold initially to the Note Purchasers and shall be duly executed by the
Issuer and authenticated by the Trustee in the manner set forth in Section 2.4
of the Base Indenture. The Series 2000-1 Notes are not permitted to be
transferred, assigned, exchanged or otherwise pledged or conveyed except in
compliance with the terms of the Base Indenture. The Series 2000-1 Notes shall
bear a face amount equal to the Series 2000-1 Maximum Invested Amount, and shall
be initially issued in a principal amount equal to the Series 2000-1 Initial
Invested Amount. The Trustee shall, or shall cause the Note Registrar to, record
any Increases or Decreases with respect to the Series 2000-1 Invested Amount
such that the principal amount of the Series 2000-1 Notes Outstanding accurately
reflects all such Increases and Decreases.
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ARTICLE 8
GENERAL
Section 8.1 Payment of Rating Agencies' Fees. RCFC agrees and covenants
with the Master Servicer and the Trustee to pay all reasonable fees and expenses
of the Rating Agencies and to promptly provide all documents and other
information that the Rating Agencies may reasonably request.
Section 8.2 Exhibits. The following exhibits attached hereto supplement
the exhibits included in the Indenture.
Exhibit A: Form of Series 2000-1 Note
Exhibit B: Reserved
Exhibit C: Form of Demand Note
Exhibit D: Form of Notice of Series 2000-1 Lease Payment Losses
Section 8.3 Ratification of Base Indenture. As supplemented by this
Supplement and except as specified in this Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by
this Supplement shall be read, taken, and construed as one and the same
instrument. In this regard, for the purposes of the terms and conditions
governing the Series 2000-1 Notes and the Group II Collateral, Section 7.28 of
the Base Indenture shall not apply.
Section 8.4 Counterparts. This Supplement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
Section 8.5 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF
LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.
Section 8.6 Amendments.
(a) This Supplement may be modified or amended from time to time in
accordance with the terms of the Base Indenture; provided, however, that if,
pursuant to the terms of the Base Indenture or this Supplement, the consent of
the Required Group II Noteholders is required for an amendment or modification
of this Supplement, such requirement shall be satisfied if such amendment or
modification is consented to by Noteholders representing more than 50% of the
Aggregate Principal Balance of the Series 2000-1 Notes affected thereby
(including for purposes of determining such aggregate outstanding principal
amount, the Aggregate Principal Balance of the Series 2000-1 Notes). In
addition, this Supplement may be amended or modified from time to time, without
the consent of any Group II Noteholder but with the consent of RCFC, DTAG and
the Trustee and written confirmation of the then current ratings on the Series
2000-1 Notes from the Rating Agencies to amend the following definitions:
"Maximum Manufacturer Percentage", "Measurement Month", "Measurement Month
Average" and "Market Value Adjustment Percentage" and to make changes related to
such amendments.
61
(b) RCFC agrees that it shall not agree to any amendment, modification
or waiver of any provision of the Master Lease, the Master Collateral Agency
Agreement, the Base Indenture or any other Related Documents (other than, with
respect to the Series 2000-1 Letter of Credit, increases or decreases in the
stated amount thereof) without the prior consent of the holders of at least
66-2/3% of the Series 2000-1 Invested Amount. (c) Notwithstanding anything to
the contrary in the Base Indenture, this Supplement may be amended to provide
for and accommodate financing Group II Vehicles and other Collateral or Master
Lease Collateral that may be the subject of a like-kind exchange program without
the consent of any Person other than the Series 2000-1 Required Noteholders.
[Remainder of Page Intentionally Blank]
62
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
RENTAL CAR FINANCE CORP.
By:
----------------------------
Xxxxxx X. Xxxx
Vice President and Treasurer
BANKERS TRUST COMPANY, as Trustee
By:
----------------------------
Name:
Title:
Accepted and Acknowledged by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer
By:
----------------------------
Xxxxxxx X. XxXxxxx
Assistant Treasurer
63
SCHEDULE 1
Existing Schedule of Maximum Manufacturer Percentages
Maximum Non-Program
Eligible Manufacturer Maximum Program Vehicles* Vehicles*
--------------------- ------------------------ --------
DaimlerChrysler 100% 20%
General Motors 0% 20%
Ford 100% 20%
Nissan 0% 20%
Toyota 100% 20%
Honda 0% 20%
Mazda 0% **
Mitsubishi 0% **
Isuzu 0% **
* As a percentage of the Group II Collateral.
** The combined percentage of Group II Vehicles which are Non-Program
Vehicles manufactured by Mazda, Mitsubishi or Isuzu shall not exceed
15% in the aggregate.
64
SCHEDULE 2
New Schedule of Maximum Manufacturer Percentages
Maximum Program Maximum Non-Program
Eligible Manufacturer Percentage* Percentage*
--------------------- ---------- ----------
DaimlerChrysler 100% 30%
Ford 100% 30%
Toyota 100% 30%
General Motors 0% 30%
Honda 0% 30%
Nissan 0% 30%
Volkswagen 0% 30%
Mazda 0% Up to 25%
Subaru 0% Up to 15% (1) (2)
Suzuki 0% Up to 15% (1) (2)
Mitsubishi 0% Up to 15% (1) (2)
Isuzu 0% Up to 15% (1) (2)
Kia 0% Up to 3% (2)
Hyundai 0% Up to 3% (2)
(1) The combined percentage of Group II Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not
exceed 15% in the aggregate.
(2) The combined percentage of Group II Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia or
Hyundai shall not exceed 20% in the aggregate.
* As a percentage of the Group II Collateral.
65
EXHIBIT A
Form of Series 2000-1 Note
RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 2000-1
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN CONDITIONS
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF RENTAL CAR
FINANCE CORP., AN OKLAHOMA CORPORATION (THE "COMPANY"), THAT THIS NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION. THIS NOTE IS
NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR
CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE INDENTURE REFERRED TO
HEREIN.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO
INCREASES AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
RENTAL CAR FINANCE CORP.
RENTAL CAR ASSET BACKED VARIABLE FUNDING NOTE, SERIES 2000-1
RENTAL CAR FINANCE CORP., an Oklahoma corporation (herein referred to
as the "Company"), for value received, hereby promises to pay to _____________,
(the "Noteholder"), or its registered assigns, the aggregate unpaid principal
amount shown on the schedule attached hereto (and any continuation thereof),
which amount shall be payable in the amounts and at the times set forth in the
Indenture (as defined on the reverse side of this Note), provided, however, that
the entire unpaid principal amount of this Note shall be due on the Series
2000-1 Termination Date (unless extended in writing by the parties to the
Indenture and the Noteholder). The Company will pay interest on this Note at the
Series 2000-1 Note Rate. Such interest shall be payable on each Payment Date or
such other date as may be specified in the Supplement until the principal of
this Note is paid or made available for payment, to the extent funds will be
available from Collections processed from but not including the preceding
Payment Date through each such Payment Date or such other date, as applicable,
in respect of the sum of (i) the Daily Interest Amounts for each day in the
related Series 2000-1 Interest Period, plus (ii) all previously accrued and
unpaid Series 2000-1 Interest Amounts (together with interest on such unpaid
amounts at the Series 2000-1 Note Rate), plus (iii) any Carrying Charges due to
the Series 2000-1 Noteholders and unpaid as of such Payment Date. The principal
amount of this Note shall be subject to Increases and Decreases on any Business
Day during the Series 2000-1 Revolving Period, and accordingly, such principal
amount is subject to prepayment at any time. Notwithstanding the foregoing,
prior to the Series 2000-1 Termination Date and unless an Amortization Event
shall have occurred, only interest payments on the outstanding Principal Amount
of this Note are required to be made to the holder hereof. Beginning on the
first Payment Date following the occurrence of an Amortization Event, subject to
Decreases on any Business Day, the principal of this Note shall be paid in
installments on each subsequent Payment Date to the extent of funds available
for payment therefor pursuant to the Indenture. 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 Company
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. This
Note does not represent an interest in, or an obligation of, the Master Servicer
or any affiliate of the Master Servicer other than the Company.
A-2
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. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Note does not purport to summarize the Indenture and reference is made to
the Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Master Servicer and the Trustee. A copy of the Indenture may
be requested from the Trustee by writing to the Trustee at: Bankers Trust
Company, 0 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust
and Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the 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.
A-3
IN WITNESS WHEREOF, the Company has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Date: December 15, 2000
RENTAL CAR FINANCE CORP.
By: _________________________
Xxxxxx X. Xxxx
Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of a Series issued under the within-mentioned
Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:_________________________
Authorized Signature
A-4
REVERSE OF SERIES 2000-1 NOTE
This Note is one of a duly authorized issue of Notes of the Company,
designated as its Rental Car Asset Backed Variable Funding Notes, Series 2000-1
(herein called the "Series 2000-1 Notes"), all issued under (i) a Base
Indenture, dated as of December 13, 1995 (as amended by Amendment to Base
Indenture, dated as of December 23, 1997, and as the same may be further
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms thereof, the "Base Indenture"), between the Company,
as issuer, and Bankers Trust Company, a New York banking corporation ("Bankers
Trust Company"), as trustee (in such capacity, the "Trustee"), and (ii) a Series
2000-1 Supplement, dated as of December 15, 2000 (as the same may be amended,
supplemented, restated or otherwise modified from time to time in accordance
with the terms thereof, the "Series 2000-1 Supplement"), between the Company, as
issuer, and the Trustee. The Base Indenture and the Series 2000-1 Supplement are
referred to herein collectively as the "Indenture". The Series 2000-1 Notes are
subject to all terms of the Indenture. All terms used in this Series 2000-1 Note
that are defined in the Indenture, as amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, shall
have the meanings assigned to them in or pursuant to the Indenture, as so
amended, supplemented, restated or otherwise modified.
The 2000-1 Notes are and will be equally and ratably secured by the
Collateral pledged as security therefor as provided in the Indenture and the
Series 2000-1 Supplement.
"Payment Date" means the 25th day of each calendar month, or, if any
such date is not a Business Day, the next succeeding Business Day, commencing
February 25, 2001.
As described above, the entire unpaid principal amount of this Series
2000-1 Note shall be due and payable on the Series 2000-1 Termination Date.
Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of
Default or Series 2000-1 Limited Liquidation Event of Default shall have
occurred and be continuing then, in certain circumstances, principal on the
Series 2000-1 Notes may be paid earlier, as described in the Indenture. All
principal payments on the Series 2000-1 Notes shall be made pro rata to the
Series 2000-1 Noteholders entitled thereto.
Payments of interest on this Series 2000-1 Note are due and payable on
each Payment Date or such other date as may be specified in the Supplement,
together with the installment of principal then due, if any, and any payments of
principal made on any Business Day in respect of any Decreases, to the extent
not in full payment of this Series 2000-1 Note, shall be made by wire transfer
to the Holder of record of this Series 2000-1 Note (or one or more predecessor
Series 2000-1 Notes) on the Note Register as of the close of business on each
Record Date. Any reduction in the principal amount of this Series 2000-1 Note
(or any one or more predecessor Series 2000-1 Notes) effected by any payments
made on any Payment Date shall be binding upon all future Holders of this Series
2000-1 Note and of any Series 2000-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon. 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 Series
2000-1 Note on a Payment Date or on any Business Day, then the Trustee, in the
name of and on behalf of the Company, 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 Series
2000-1 Note at the Corporate Trust Office.
A-5
The Company shall pay interest on overdue installments of interest at
the Series 2000-1 Note Rate to the extent lawful.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Series 2000-1 Note may be registered on the
Note Register upon surrender of this Series 2000-1 Note for registration of
transfer at the office or agency designated by the Company pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar 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 Registrar may reasonably require, and
thereupon one or more new Series 2000-1 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 Series 2000-1 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 Series 2000-1 Noteholder, by acceptance of a Series 2000-1 Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Trustee or the Company on the Series 2000-1
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Company in its individual
capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Company in its individual capacity, any holder of a beneficial interest
in the Company or the Trustee or of any successor or assign of the Trustee or
the Company in its individual capacity, except (a) as any such Person may have
expressly agreed and (b) 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; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the Company
for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Series 2000-1 Note, subject to Section 12.16 of the Base
Indenture.
Each Series 2000-1 Noteholder, by acceptance of a Series 2000-1 Note,
covenants and agrees that by accepting the benefits of the Indenture that such
Series 2000-1 Noteholder will not for a period of one year and one day following
the payment in full of all Series 2000-1 Notes, institute against the Company,
or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Series 2000-1 Notes, the Indenture or the Related
Documents.
A-6
Prior to the due presentment for registration of transfer of this
Series 2000-1 Note, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Series 2000-1 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 Series 2000-1 Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
It is the intent of the Company and each Series 2000-1 Noteholder that,
for federal, state and local income and franchise tax purposes only, the Series
2000-1 Notes will evidence indebtedness of the Company secured by the
Collateral. Each Series 2000-1 Noteholder, by the acceptance of this Series
2000-1 Note, agrees to treat this Series 2000-1 Note for federal, state and
local income and franchise tax purposes as indebtedness of the Company.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 2000-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
2000-1 Notes representing more than 50% in principal amount of the Outstanding
Series 2000-1 Notes which are affected by such amendment or modification subject
to certain exceptions set forth in the Indenture. The Indenture also contains
provisions permitting the Holders of Series 2000-1 Notes representing specified
percentages of the Outstanding Series 2000-1 Notes, on behalf of the Holders of
all the Series 2000-1 Notes, to waive compliance by the Company 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 Series
2000-1 Note (or any one of more predecessor Series 2000-1 Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Series 2000-1 Note and of any Series 2000-1 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 Series 2000-1 Note. The Indenture
also permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Series 2000-1 Notes
issued thereunder.
The term "Company" as used in this Series 2000-1 Note includes any
successor to the Company under the Indenture.
The Series 2000-1 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.
This Series 2000-1 Note and the Indenture shall be construed in
accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.
A-7
No reference herein to the Indenture and no provision of this Series
2000-1 Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Series 2000-1 Note at the times, place, and rate, and in the
coin or currency herein prescribed, subject to any duty of the Company to deduct
or withhold any amounts as required by law, including any applicable U.S.
withholding taxes.
A-8
INCREASES AND DECREASES
===== ============ ========= ========= ======= =========== ============ ========
Unpaid Series Interest
Principal 2000-1 Note Period (if Notation
Date Amount Increase Decrease Total Rate applicable) Made By
===== ============ ========= ========= ======= =========== ============ ========
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===== ============ ========= ========= ======= =========== ============ ========
A-9
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 Series 2000-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Series 2000-1
Note on the books kept for registration thereof, with full power of substitution
in the premises.
Dated: 1
-------------------- -------------------------------
Signature Guaranteed:
------------------------- -------------------------
--------
1 NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Series
2000-1 Note in every particular, without alteration, enlargement or any
change whatsoever.
A-10
EXHIBIT B
[Reserved]
EXHIBIT C
Form of Demand Note
New York, New York
December 15, 2000
FOR VALUE RECEIVED, the undersigned, DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., a Delaware corporation ("DTAG"), promises to pay to RENTAL CAR FINANCE
CORP., an Oklahoma corporation ("RCFC"), on demand (the "Demand Date"), (a) the
principal sum of _____________________ dollars ($__________) or (b) such other
amount, shown on Schedule A attached hereto (and any continuation thereof) made
by RCFC, as the aggregate unpaid principal balance hereof, including the
aggregate unpaid principal amount of Demand Note Advances (as defined herein)
made from funds on deposit in the Series 2000-1 Collection Account from time to
time.
1. Principal Payment Date. Any unpaid principal of this promissory note
(this "Demand Note") shall be paid on the Demand Date.
2. Interest. DTAG also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding at an interest rate of one-year
LIBOR, as determined for such period in the manner set forth under the Base
Indenture, dated as of December 13, 1995 between RCFC and Bankers Trust, as
Trustee, as amended by the Amendment to Base Indenture dated as of December 23,
1997 (the "Base Indenture"), as supplemented by the Series 2000-1 Supplement
(the "Series 2000-1 Supplement" and together with the Base Indenture, the
"Indenture") for the determination of LIBOR thereunder, plus 1.5% (the "Demand
Note Rate") from the date hereof until the principal amount shall be paid in
full. Capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth therefor in the Indenture.
3. Prepayments. The DTAG shall repay in full the unpaid principal
amount of this Demand Note upon the Demand Date hereof. Prior thereto, DTAG:
(a) may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of this
Demand Note; provided, however, that
(i) no Event of Default or Lease Event of Default shall have
occurred and be continuing; and
(ii) such voluntary prepayments shall require at least three
but no more than five Business Days' prior written notice to RCFC.
Each prepayment of any Demand Note made pursuant to this Section 3 shall be
without premium or penalty.
4. Demand Note Advances. RCFC agrees to make advances ("Demand Note
Advances") upon request from DTAG, as borrower, out of and not to exceed in any
Related Month the amount of Recoveries not so allocated pursuant to Section
4.7(a)(ii)(1) of the Series 2000-1 Supplement that may be lent under this Demand
Note pursuant to Sections 4.7(a)(ii)(1) and 4.7(b)(ii)(1) of the Series 2000-1
Supplement. Such Demand Note Advances are repayable by DTAG, with interest, on
each Demand Date upon demand by RCFC or the Trustee, as assignee of RCFC. Demand
Note Advances shall accrue interest on the outstanding balance thereof at the
Demand Note Rate then applicable. The date, amount, interest rate and duration
of the Interest Period (if applicable) of each Demand Note Advance made by RCFC
to DTAG and each payment made on account of the principal thereof, shall be
recorded by RCFC on its books and, prior to any transfer of this Demand Note,
endorsed by RCFC on Schedule A attached hereto or any continuation thereof,
provided that the failure of RCFC to make any such recordation or endorsement
shall not affect the obligations of DTAG to make a payment when due of any
amount owing hereunder or under any other Related Document in respect of the
Demand Note Advances made by RCFC.
5. Subordination.
(a) RCFC, as subordinated lender under this Demand Note in respect of
Demand Note Advances (the "Subordinated Lender") hereby agrees that the
Subordinated Lender's right under this Demand Note is expressly subordinated to
all payment obligations due to the Trustee, as assignee of the Master Lease (the
"Senior Lender"), under the Master Lease (the "Payment Obligations"). The
Subordinated Lender hereby agrees that the payment of this Demand Note is hereby
expressly subordinated, in accordance with the terms hereof, to the prior
payment in full of the Payment Obligations in cash.
(b) Upon the maturity of any Payment Obligation (including interest
thereon or fees or any other amounts owing in respect thereof), whether on the
Payment Date (after any extension thereof), by acceleration or otherwise, all
payments thereof and premium, if any, and interest thereon or fees or any other
amounts owing in respect thereof, in each case to the extent due and owing,
shall first be paid in full in cash, or such payment duly provided for in cash
or in a manner satisfactory to the Senior Lender, before any payment is made on
account of the Demand Note. The Subordinated Lender hereby agrees that, so long
as an Event of Default or a Lease Event of Default, or event which with notice
or lapse of time or both would constitute an Event of Default or a Lease Event
of Default, in respect of any Payment Obligations, it will not ask, demand, xxx
for, or otherwise take, accept or receive, any amounts in respect of this Demand
Note.
(c) In the event that notwithstanding the provisions of the preceding
Section 5(b), DTAG shall make any payment on account of this Demand Note at a
time when payment is not permitted by said Section 5(b), such payment shall be
held by the Subordinated Lender or its representative, in trust for the benefit
of, and shall be paid forthwith over and delivered to, the Senior Lender or its
representative for application to the payment of all Payment Obligations
remaining unpaid to the extent necessary to pay all Payment Obligations in full
in cash in accordance with the terms of the Master Lease, after giving effect to
any concurrent payment or distribution to or for the Payment Obligations.
Without in any way modifying the provisions hereof or affecting the
subordination effected hereby if such notice is not given, DTAG shall give the
Subordinated Lender prompt written notice of any payment made on the Demand Note
and any Demand Date of Payment Obligations after which such Payment Obligations
remain unsatisfied.
C-2
(d) Upon any distribution of assets of DTAG upon any dissolution,
winding up, liquidation or reorganization of DTAG (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise):
(i) the Senior Lender shall first be entitled to receive
payment in full of the Payment Obligations in cash or in a manner
satisfactory to the Senior Lender (including, without limitation, all
interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the
governing documentation whether or not such interest is an allowed
claim in such proceeding) before the Subordinated Lender is entitled to
receive any payment out of the proceeds from or distributions made
under the Master Lease;
(ii) any payment out of the proceeds from or distributions
made under the Master Lease of any kind or character, whether in cash,
property or securities to which the Subordinated Lender would be
entitled except for the provisions hereof, shall be paid by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee or agent, directly to the Senior Lender
or its representative under the agreements pursuant to which the
Payment Obligations may have been made, to the extent necessary to make
payment in full of all Payment Obligations remaining unpaid, after
giving effect to any concurrent payment or distribution to the Senior
Lender in respect of the Payment Obligations; and
(iii) in the event that, notwithstanding the foregoing
provisions of this Section 5(d), any payment of any kind or character,
whether in cash, property or securities, shall be received by the
Subordinated Lender on account of principal of this Demand Note before
all Payment Obligations are paid in full in cash or in a manner
satisfactory to the Senior Lender, or effective provisions made for its
payment, such payment out of the proceeds from or distributions made
under the Master Lease shall be received and held in trust for and
shall be paid over to the Senior Lender in respect of Payment
Obligations remaining unpaid or unprovided for or their representative
under the agreements pursuant to which the Payment Obligations have
been made, for application to the payment of such Payment Obligations
until all such Payment Obligations shall have been paid in full in cash
or in a manner satisfactory to the Senior Lender, after giving effect
to any concurrent payment or distribution to the Senior Lender in
respect of Payment Obligations.
Without in any way modifying the provisions hereof or affecting the
subordination effected hereby if such notice is not given, DTAG shall give
prompt written notice to the Subordinated Lender of any dissolution, winding up,
liquidation or reorganization of DTAG (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise).
C-3
6. No Waiver; Amendment. No failure or delay on the part of RCFC in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No amendment, modification or waiver of, or consent with respect to, any
provision of this Demand Note shall in any event be effective unless (a) the
same shall be in writing and signed and delivered by DTAG and RCFC, and (b) all
consents required for such actions under the Related Documents shall have been
received by the appropriate Persons.
7. No Negotiation. This Demand Note is not negotiable other than a
pledge or assignment to the Trustee, who is hereby authorized by DTAG and RCFC
to make claims for repayment of principal outstanding hereunder on behalf of
RCFC.
8. Successors and Assigns. This Demand Note shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
9. Governing Law. THIS PROMISSORY NOTE HAS BEEN DELIVERED IN NEW YORK,
NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
10. Captions. Paragraph captions used in this Demand Note are provided
solely for convenience of reference only and shall not affect the meaning or
interpretation of any provision of this Demand Note.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By
---------------------------------
Xxxxxx X. Xxxx
Treasurer
Accepted and Agreed:
RENTAL CAR FINANCE CORP.
By: ______________________
Xxxxxxx X. XxXxxxx
Assistant Treasurer
C-4
Schedule A
PAYMENT GRID
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Amount of
Amount of Demand Outstanding
Principal Principal Note Principal Notation
Date Amount Payment Advance Balance Made By
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EXHIBIT D
TO SERIES 2000-1 SUPPLEMENT
Form of Notice of
Series 2000-1 Lease Payment Losses
Bankers Trust Company, as Trustee
0 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This Series 2000-1 Lease Payment Losses Notice is delivered to you
pursuant to Section 4.14 of the Series 2000-1 Supplement dated as of December
15, 2000 to the Base Indenture dated as of December 13, 1995 (as amended or
modified from to time, the "Series 2000-1 Supplement") between Rental Car
Finance Corp., an Oklahoma corporation, and Bankers Trust Company, as Trustee.
Terms used herein have the meanings provided in the Series 2000-1 Supplement.
The Master Servicer hereby notifies the Trustee that as of _________,
20__ there exists Series 2000-1 Lease Payment Losses in the amount of
$----------.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
---------------------------------
Name:
Title:
