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Exhibit 4.19
SUPPLEMENT AND AMENDMENT TO AMENDED AND RESTATED MASTER
COLLATERAL AGENCY AGREEMENT, dated as of December 20, 1996 (this "Amendment"),
among NATIONAL CAR RENTAL SYSTEM, INC., a Delaware corporation ("National"), as
grantor and as Servicer, NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a
special purpose Delaware limited partnership ("NFLP"), as grantor and as a
Financing Source, CITIBANK, N.A., a national banking corporation, as Master
Collateral Agent (the "Master Collateral Agent"), and NATIONAL FLEET FUNDING
CORPORATION, a Delaware corporation ("NFC"), as an additional Financing Source,
GENERAL MOTORS CORPORATION, a Delaware corporation ("GM"), THE BANK OF NEW
YORK, a New York banking corporation ("BONY"), and CAISSE NATIONALE DE CREDIT
AGRICOLE ("Credit Agricole"), in each case of GM, BONY and Credit Agricole as
additional Financing Sources, and CREDIT SUISSE, a Swiss banking corporation
acting through its New York branch, as collateral agent under the NFC
Collateral Agreement (as defined in the Master Collateral Agreement referred to
below) (the "NFC Agent"), BONY, individually and as Trustee, GM and Credit
Agricole, in each case of the NFC Agent, BONY (individually and as Trustee), GM
and Credit Agricole as Beneficiaries.
W I T N E S S E T H :
WHEREAS, National, NFLP and the Master Collateral Agent have
entered into the Amended and Restated Master Collateral Agency Agreement, dated
as of April 30, 1996, as modified by (i) Supplement to Master Collateral Agency
Agreement, dated as of June 7, 1995 (pursuant to which GM was designated as a
Financing Source and a Beneficiary to secure payment of National's obligations
from time to time owing to GM under the existing A Support Reimbursement
Agreement), (ii) Supplement to Amended and Restated Master Collateral Agency
Agreement, dated as of April 30, 1996 (pursuant to which Credit Agricole, as
assignee of Citibank, N.A. and Credit Suisse, was designated as a Financing
Source and Beneficiary to secure payment of National's obligations from time to
time owing to Credit Agricole under the B Support Letter of Credit
Reimbursement Agreement), (iii) Supplement to Amended and Restated Master
Collateral Agency Agreement, dated as of April 30, 1996 (pursuant to which
BONY was designated as a Financing Source and Beneficiary to secure payment of
National's obligations from time to time owing to BONY under the Reduction A
Support Reimbursement Agreement), and (iv) Supplement to Amended and Restated
Master Collateral Agency Agreement, dated as of the date hereof (pursuant to
which NFC is being designated as a Financing Source and the NFC Agent is being
designated as a Beneficiary to secure, among other things, payment of
National's obligations from time to time owing to NFLP under the Lease and
NFLP's obligations under the Series 1996-2 Note), under which NFLP, NFC, GM,
BONY and Credit Agricole have been designated as Financing Sources and the NFC
Agent, BONY, individually and as
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Trustee, GM and Credit Agricole have been designated as Beneficiaries (such
Amended and Restated Master Collateral Agency Agreement being the "Master
Collateral Agreement");
WHEREAS, NFC proposes to restructure its Financing Documents
(as defined in the Master Collateral Agreement) by (i) enabling NFLP to
refinance the Refinanced Vehicles on the Series 1996-2 Closing Date by (A)
accepting the Series 1996-2 Floating Rate Rental Car Asset Backed Variable
Funding Note (the "Series 1996-2 Note") to be issued to NFC by NFLP in the
initial principal amount of the then outstanding principal amount of the Loan
Note under and as defined in NFC's Loan Agreement and to be authenticated and
delivered by or on behalf of BONY, as Trustee, and (B) cancelling, upon the
payment to NFC by National of the unpaid accrued interest on the Loan Note and
upon the satisfaction of certain other conditions, the Loan Note, and (ii)
thereafter making further Series 1996-2 Advances to NFLP from time to time, the
Indebtedness arising from which is to be evidenced by the Series 1996-2 Note,
to enable NFLP to acquire Acquired Vehicles, and to finance the acquisition by
National of National Vehicles, from certain Eligible Manufacturers;
WHEREAS, contemporaneously with the execution and delivery of
this Amendment, NFLP as lessor and National as lessee are entering into the
Second Master Motor Vehicle Lease and Servicing Agreement, dated as of December
20, 1996 (the "Lease"), pursuant to which NFLP will refinance the Refinanced
Vehicles, and will acquire Acquired Vehicles, and will finance the acquisition
of National Vehicles, in each case for leasing to National for use in
National's domestic daily rental business;
WHEREAS, National, NFLP and NFC have requested that the Master
Collateral Agent, the Financing Sources and the Beneficiaries under the Master
Collateral Agreement implement the proposed refinancing described above; and
such parties are, on the terms and conditions set forth below, willing to grant
such request; and
WHEREAS, as of the date hereof, there are no Initial Vehicles
that are part of the Refinanced Vehicles or otherwise subject to either Lease
and so the National Master Collateral no longer includes the Vehicle Title
Nominee Agreement (relating to the Initial Vehicles) or the GM Guaranty
(guaranteeing obligations under the Vehicle Title Nominee Agreement);
NOW, THEREFORE, in consideration of the premises and
agreements, provisions and covenants herein contained, the parties hereto
hereby agree, upon the terms and subject to the conditions set forth below, as
follows:
SECTION 1. Defined Terms. Capitalized terms used but
not defined in this Amendment, including the preamble and the recitals (WHEREAS
clauses) hereof, shall have the meanings assigned to such terms in the Series
1996-2 Supplement, dated as of
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December 20, 1996, to Base Indenture, dated as of April 30, 1996, as amended by
the Supplement and Amendment to Base Indenture, dated as of December 20, 1996
(the "Indenture"), between NFLP and the Trustee.
SECTION 2. Amendments to Master Collateral Agreement.
The Master Collateral Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in Section 3 hereof,
hereby amended as follows:
(a) The preamble and the recitals (WHEREAS clauses) of
the Master Collateral Agreement are amended in their entirety to read as
follows:
"THIS AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT,
dated as of April 30, 1996 (amending and restating the Master
Collateral Agency Agreement dated as of June 7, 1995 (the "Original
Agreement")), as amended by the Supplement and Amendment, dated as of
December 20, 1996 (as so amended and as further amended, supplemented,
restated or otherwise modified from time to time, this "Agreement"),
among NATIONAL CAR RENTAL SYSTEM, INC., a Delaware corporation
("National"), as servicer (in such capacity, the "Servicer") and as a
grantor, NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a Delaware
limited partnership ("NFLP"), as a grantor and as a Financing Source,
THE BANK OF NEW YORK, a New York banking corporation ("BONY"), as a
Support Credit Enhancer, and as trustee for the benefit of the
Noteholders under the NFLP Indenture referred to below (in such
capacity, the "Trustee"), NATIONAL FLEET FUNDING CORPORATION, a
Delaware corporation ("NFC"), GENERAL MOTORS CORPORATION, a Delaware
corporation, in its capacity as a Support Credit Enhancer ("GM"),
CAISSE NATIONALE DE CREDIT AGRICOLE, as a Support Credit Enhancer
("Credit Agricole"; and together with NFLP, NFC, BONY, GM and any
other party which from time to time executes a Supplement hereto as a
Financing Source (which may include National) being herein called
individually a "Financing Source" and collectively, the "Financing
Sources"), CREDIT SUISSE, a Swiss banking corporation acting through
its New York branch ("Credit Suisse"), as collateral agent under the
NFC Collateral Agreement referred to below (in such capacity, the "NFC
Agent" and together with the Trustee, BONY, GM, Credit Agricole and
any other party which from time to time executes a Supplement hereto
as a Beneficiary being herein called individually a "Beneficiary" and
collectively, the "Beneficiaries"), and CITIBANK, N.A. ("Citi"), not
in its individual capacity but solely as master collateral agent for
the Beneficiaries (in such capacity, the "Master Collateral Agent").
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BACKGROUND
1. Pursuant to the Financing Documents executed by NFLP
prior to the date hereof, (i) NFLP has extended, and may from time to
time hereafter extend, financing to National secured by, among other
things, certain Vehicles and related rights, and (ii) NFLP has
assigned to the Trustee all such obligations of National and related
security.
2. Pursuant to such Financing Documents, (i) NFLP has
acquired certain Vehicles and leased such Vehicles to National, and
may from time to time hereafter acquire certain other vehicles and
lease such Vehicles to National, and (ii) NFLP has assigned such lease
and granted a security interest in such Vehicles acquired by it and
related security to the Master Collateral Agent hereunder for the
benefit of the Trustee.
3. Pursuant to the Financing Documents executed by NFC
prior to the date hereof, (i) NFC has made loans to National secured
by, among other things, certain Vehicles and related rights, and (ii)
NFC has assigned to the NFC Agent all such loans and related security.
4. Upon and after the execution and delivery of, among
other things, the Supplement and Amendment to Master Collateral Agency
Agreement, dated as of December 20, 1996 (the "Master Collateral
Agreement Amendment"), among the parties hereto, NFC will (i) enable
NFLP to refinance the Refinanced Vehicles (as defined in the Series
1996-2 Supplement, dated as of December 20, 1996 (the "Series 1996-2
Supplement"), to the Base Indenture) on the Series 1996-2 Closing Date
(as defined in the Series 1996-2 Supplement) by (A) accepting the
Series 1996-2 Note (as defined in the Series 1996-2 Supplement) to be
issued to NFC by NFLP under the Series 1996-2 Supplement in the
initial principal amount of the then outstanding principal amount of
the Loan Note under and as defined in the NFC Loan Agreement and (B)
cancelling, upon the payment to NFC by National of the unpaid accrued
interest on the Loan Note and upon the satisfaction of certain other
conditions, the Loan Note, and (ii) thereafter make further Series
1996-2 Advances to (as defined in the Series 1996-2 Supplement) NFLP
from time to time, the Indebtedness arising from which will be
evidenced by the Series 1996-2 Note, to enable NFLP to acquire
Acquired Vehicles, and to finance the acquisition by National of
National Vehicles (as defined in the Series 1996-2 Supplement), from
Eligible Manufacturers (as defined in the Series 1996-2 Supplement).
5. Pursuant to additional Financing Documents executed
by NFLP contemporaneously herewith, (i) NFLP may from time to time
extend additional financing to National secured by, among other
things, certain other Vehicles and
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related rights, and (ii) NFLP has assigned to the Trustee all such
additional obligations of National and related security.
6. Pursuant to such additional Financing Documents (i)
NFLP may from time to time acquire certain other Vehicles and lease
such other Vehicles to National, and (ii) NFLP has assigned such lease
and granted a security interest in such Vehicles acquired by it and
related security to the Master Collateral Agent hereunder for the
benefit of the Trustee.
7. (a) Pursuant to that certain Supplement to Master
Collateral Agency Agreement, dated as of June 7,
1995, GM was designated as a Financing Source and a
Beneficiary under this Agreement to secure payment of
National's obligations from time to time owing to GM
under the A Support Reimbursement Agreement, dated as
of June 7, 1995 (as amended, supplemented, restated
or otherwise modified from time to time), among
National, NFC and GM.
(b) Pursuant to Section 2.2 of this Agreement, GM was
designated as a Financing Source and Beneficiary
under this Agreement to secure payment of National's
obligations from time to time owing to GM under the
Support Reimbursement Agreement, dated as of April
30, 1996 (as amended, supplemented, restated or
otherwise modified from time to time), between
National and GM.
(c) Pursuant to that certain Supplement to Amended and
Restated Master Collateral Agency Agreement, dated as
of April 30, 1996, Credit Agricole (as assignee of
Citi and Credit Suisse) was designated as a Financing
Source and Beneficiary under this Agreement to secure
payment of National's obligations from time to time
owing to Credit Agricole under the B Support Letter
of Credit Reimbursement Agreement, dated as of June
7, 1995 (as amended, supplemented, restated or
otherwise modified from time to time), among
National, NFC and Credit Agricole (as assignee of
Citi and Credit Suisse).
(d) Pursuant to that certain Supplement to Amended and
Restated Master Collateral Agency Agreement, dated as
of April 30, 1996, BONY was designated as a Financing
Source and Beneficiary under this Agreement to secure
payment of National's obligations from time to time
owing to BONY under the Reduction A Support
Reimbursement Agreement, dated as of May 29, 1996 (as
amended, supplemented, restated or otherwise modified
from time to time), among National, NFC and BONY.
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(e) Pursuant to Section 2.2 of this Agreement, and in
connection with the Series 1996-2 Supplement, NFLP
and NFC are being designated as Financing Sources and
the Trustee and the NFC Agent are being designated as
Beneficiaries under this Agreement to secure, among
other things, payment of National's obligations from
time to time owing to NFLP under the Second Master
Motor Vehicle Lease and Servicing Agreement, dated as
of December 20, 1996 (as amended, supplemented,
restated or otherwise modified from time to time),
between National and NFLP and NFLP's obligations
under the Series 1996-2 Note.
8. Each of National and NFLP may from time to time
obtain financing with respect to Vehicles acquired by it or obtain
credit enhancement to support such financing from other Persons (which
Persons providing financing to National will include NFLP) which are
or shall hereafter become parties hereto as Financing Sources or shall
hereafter be named as Beneficiaries with respect to a Financing
Source.
9. Citi has agreed to continue to act as Master
Collateral Agent, and in its capacity as Master Collateral Agent to
continue to be named as the lienholder on the Certificates of Title
for the Vehicles, for the benefit of the Beneficiaries from time to
time.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:".
(b) Section 1.1 of the Master Collateral Agreement is
amended by amending in their entirety the following definitions as set forth
below:
"'Base Indenture' means the Base Indenture, dated as of April
30, 1996, between NFLP and BONY, as Trustee, as amended by the
Supplement and Amendment to the Base Indenture, dated as of December
20, 1996, and as 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."
"'Business Day' means any day that is not (i) a Saturday,
Sunday, or (ii) any other day on which banks are authorized or
obligated by law or executive order to close in New York City, New
York or Minneapolis, Minnesota or the city in which the Corporate
Trust Office is located, or (iii) in connection with any Financing
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Document, any other day not designated as a "Business Day" in such
Financing Document."
"'Depositary Agreement' means the Depositary Agreement, dated
as of June 7, 1995, between NFC and Citibank, N.A., as depositary, as
amended by the Amendment to Depositary Agreement, dated as of December
20, 1996, and as the same may be further amended, supplemented or
modified from time to time."
"'Intercreditor Agreement' means the Intercreditor and
Subordination Agreement, dated as of June 7, 1995, among National,
certain subordinated creditors listed on Schedule A thereto and
certain senior creditors listed on Schedule B thereto, as modified by
the Joinder by Senior Debt Holder, executed by BONY as of April 30,
1996, the Acceptance by Subordinated Debt Holder, executed by GM as of
April 30, 1996, the Acceptance by Subordinated Debt Holder, executed
by Credit Agricole as of May 24, 1996, and the Acceptance by
Subordinated Debt Holder, executed by BONY as of May 29, 1996, and as
amended by the Amendment to Intercreditor and Subordination Agreement,
dated as of December 20, 1996, and as further amended, supplemented or
otherwise modified from time to time in accordance with the terms
thereof."
"'Liquidity Agreement' means the Liquidity Agreement, dated as
of June 7, 1995, among NFC, the financial institutions on the
signature pages thereof, and Citibank, N.A., as liquidity agent for
such financial institutions, as modified by the Consent and Amendment
to Liquidity Agreement, dated as of December 15, 1995, the Consent of
Liquidity Lenders, and the Extension of Scheduled Liquidity Commitment
Termination Date, dated as of May 29, 1996, the Amendment to Liquidity
Agreement, dated as of May 29, 1996, and the Second Amendment to
Liquidity Agreement, dated as of December 20, 1996, and as the same
may be further amended, extended, supplemented or modified from time
to time."
"'NFC Collateral Agreement' means the Collateral Agreement,
dated as of June 7, 1995, among NFC, the NFC Agent, Citi, as agent for
the financial institutions party to the Liquidity Agreement and as
depositary under the Depositary Agreement, GM, as an A support credit
enhancer, BONY, as an A support credit enhancer, Credit Agricole, as a
B support credit enhancer, and CS First Boston Corporation, Xxxxxxx,
Sachs & Co., and Citicorp Securities, Inc., as dealers, as modified by
the A Support Intercreditor Agreement, dated as of May 29, 1996 (as
amended, supplemented or modified from time to time), among GM, BONY,
NFC and National, and as amended by the Supplement and Amendment to
Collateral Agreement, dated as of December 20, 1996, and as the same
may be further amended, supplemented or modified from time to time."
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"'NFLP Indenture' mean the Base Indenture, dated as of April
30, 1996, between NFLP and the Trustee, as amended by the Supplement
and Amendment to Base Indenture, dated as of December 20, 1996,
incorporating each of the Series Supplements thereto executed and
delivered from time to time, as such Base Indenture or Series
Supplements may be amended, supplemented or modified from time to
time."
(c) Section 1.1 of the Master Collateral Agreement is
further amended by amending the proviso to the definition of the term
"Exchanged Vehicle" contained therein to read as follows:
; "provided that until the NFC Agent provides written notice to the
contrary to the Master Collateral Agent, no Vehicle that is a Related
Vehicle with respect to NFC or the NFC Agent shall be an Exchanged
Vehicle."
(d) Section 2.1(a) of the Master Collateral Agreement is
amended by deleting the references in clauses (v) and (vi) thereof to "the
Vehicle Title Nominee Agreement" and "the GM Guaranty", respectively, and,
accordingly, amending such clauses to read:
"(v) [reserved];
(vi) [reserved];"
(e) Section 2.1(b) of the Master Collateral Agreement is
amended by deleting the references in clauses (vi) and (vii) thereof to "all
right, title and interest of NFLP in, to and under the Vehicle Title Nominee
Agreement" and "all right, title and interest of NFLP in, to and under the GM
Guaranty", respectively, and, accordingly, amending such clauses to read:
"(vi) [reserved];
(vii) [reserved];"
(f) Section 2.2 of the Master Collateral Agreement is
amended by replacing the words "Citi, Credit Suisse" contained therein with the
words "Credit Agricole, BONY."
(g) The first two sentences of Section 2.5(c) of the
Master Collateral Agreement are amended in their entirety to read as follows:
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"The Servicer and NFLP, as applicable, shall cause payments (i)
representing amounts payable under Repurchase Programs (including
Guaranteed Payments, but not including other proceeds from sales of
Program Vehicles at Auction or amounts payable by Manufacturers under
a Repurchase Program with respect to Exchanged Vehicles) and (ii)
relating to the other Master Collateral (other than sale proceeds from
sales of Vehicles other than to or through a Manufacturer under its
Repurchase Program, insurance proceeds and warranty payments with
respect to Vehicles and any amounts payable with respect to Exchanged
Vehicles) to be made directly to the Master Collateral Agent for
deposit into the Master Collateral Account (or, in the case of any
such payments relating to the Series 1996-2 Note or any other
Financing Document, or any Vehicle, relating thereto, as otherwise
directed by the NFC Agent pursuant to the NFC Collateral Agreement);
provided that in the event any Exchange Agreement is entered into by
NFLP and National, a Manufacturer may cause payments representing
amounts payable under Manufacturer Programs (including Guaranteed
Payments) to be deposited into a Master Deposit Account for further
allocation and deposit to (a) the applicable Exchange Account with
respect to such payments relating to Exchanged Vehicles and (b) to the
Master Collateral Account (or, in the case of any such payments, if
any, relating to the Series 1996-2 Note or any other Financing
Document, or any Vehicle, relating thereto, as otherwise directed by
the NFC Agent pursuant to the NFC Collateral Agreement) with respect
to all other such payments. By the second Business Day following its
receipt thereof in available funds, National or NFLP will deposit into
the Master Collateral Account (or, in the case of any such proceeds
relating to the Series 1996-2 Note or any other Financing Document, or
any Vehicle, relating thereto, as otherwise directed by the NFC Agent
pursuant to the NFC Collateral Agreement) proceeds received by
National or NFLP from (i) sales of Vehicles other than to or through a
Manufacturer under its Repurchase Program, (ii) sales of Vehicles at
Auction, and (iii) insurance proceeds and warranty payments received
by National or NFLP during the continuance of a default or
amortization event with respect to any Financing Source under its
Financing Documents."
(h) Section 2.4 of the Master Collateral Agreement is
amended by deleting the word "and" before clause (iii) in the first sentence
thereof and substituting therefor a comma and adding after said clause (iii)
the words, "and (iv) the state in which each Vehicle is titled"; and also
Exhibit B to the Master Collateral Agreement is amended by deleting the word
"and" before clause (v) in the first sentence thereof and substituting therefor
a comma and adding after said clause (v) the words, "and (vi) the state in
which each Vehicle is titled".
(i) The fourth and fifth sentences of Section 2.5(c) of
the Master Collateral Agreement are amended by replacing the parenthetical
"(upon which instructions the Master Collateral Agent may conclusively rely)"
contained therein with the parenthetical "(which
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instructions may be given by any employee of the Servicer as to whom a National
Agent has notified the Master Collateral Agent that such employee is authorized
to deliver such instructions, and upon which instructions the Master Collateral
Agent may conclusively rely)".
(j) Section 2.5(d) of the Master Collateral Agreement is
amended by replacing the reference to "Section 2.5(b)" contained therein with a
reference to "Section 2.5(c)".
(k) The second sentence of Section 2.5(f) of the Master
Collateral Agreement is amended in its entirety to read as follows:
"Such investment instructions may be given by any employee of the
Servicer as to whom a National Agent has notified the Master
Collateral Agent that such employee is authorized to deliver such
instructions."
(l) Section 2.6 of the Master Collateral Agreement is
amended in its entirety to read as follows:
"SECTION 2.6. Certificates of Title. The Servicer shall hold
all Certificates of Title in trust, as agent of, and custodian for,
the Master Collateral Agent. The Servicer shall (i) hold all such
Certificates of Title, under lock and key, in a safe fireproof
location at one or more of the offices specified in Exhibit C (as the
same may be from time to time revised by the Servicer on 30 days'
prior written notice to the parties hereto), and (ii) not release or
surrender any Certificate of Title except in accordance with this
Agreement (and in any event not release or surrender any of the
Certificates of Title other than Certificates of Title as to which the
Lien of the Master Collateral Agent has been released in accordance
with this Agreement). The Servicer shall cause the Certificates of
Title with respect to each Vehicle owned by National to show National,
and each Vehicle owned by NFLP to show NFLP, as the registered owner
and Citibank, N.A., as agent, as the first lienholder, at the address
referred to in the next sentence. The Master Collateral Agent has
established a lock-box in Minneapolis, Minnesota to be used
exclusively as its address as first lienholder noted on the
Certificates of Title, to which lock-box both the Servicer and the
Master Collateral Agent shall have access; provided, however, that the
Master Collateral Agent may, at any time after the occurrence and
during the continuance of any Default under any Financing Document to
which any Vehicles relate, and upon notice to the Servicer, establish
a post office box in New York City thereafter to be used exclusively
thereafter as its address as first lienholder noted on the
Certificates of Title for such Vehicles (in which case) the Master
Collateral Agent shall thereafter, on a semi-weekly basis, forward to
the Servicer at its address set forth in Section 5.2
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hereof all Certificates of Title received at such post office box
address titled in the name of National or in the name of NFLP)."
(m) Section 2.7(c) of the Master Collateral Agreement is
amended by replacing the reference to "Section 2.7(a)" contained therein with a
reference to "Section 2.7(b)".
(n) Clause (iii) of Section 3.2 of the Master Collateral
Agreement is amended in its entirety to read as follows:
"(iii) direct payments due under the Repurchase Programs (other than
payments with respect to Exchanged Vehicles) and payments with respect
to other Master Collateral (other than insurance proceeds, warranty
payments, amounts payable to NFLP with respect to Exchanged Vehicles
and sales proceeds from sales of Vehicles to third parties (other than
under any related Repurchase Program) or insurance proceeds in respect
of Vehicles received directly by the Servicer) to be deposited
directly to the Master Collateral Account (or, in the case of any such
payments relating to the Series 1996-2 Note or any other Financing
Document, or any Vehicle, relating thereto, as otherwise directed by
the NFC Agent pursuant to the NFC Collateral Agreement) by the
Manufacturers and related auction dealers in accordance with this
Agreement and deposit into the Master Collateral Account (or, in the
case of any such payments relating to the Series 1996-2 Note or any
other Financing Document, or any Vehicle, relating thereto, as
otherwise directed by the NFC Agent pursuant to the NFC Collateral
Agreement) sale proceeds (including amounts paid to the Servicer by a
Manufacturer as a result of the Servicer's sale of such Vehicle
outside such Manufacturer's Repurchase Program) or insurance proceeds
in respect of the Vehicles (other than exchanged Vehicles) received
directly by the Servicer, by the second Business Day following the
Servicer's receipt thereof,".
(o) Section 4.1(g) of the Master Collateral Agreement is
amended by replacing the words "Section 9.14 of the NFC Loan Agreement"
contained therein with the words "Section 24.14 of the Lease for the Series
1996-2 Note".
(p) Section 4.1 of the Master Collateral Agreement is
amended by deleting subsection (e) thereof.
(q) Exhibit B of the Master Collateral Agreement is
amended by amending clause (v) thereof in its entirety to read as follows:
"(v) the monthly reports required pursuant to Section 7.1
of each Fleet Finance Agreement and NFLP Fleet Finance Agreement (in
each case as such term is
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defined in Schedule 1 to the Base Indenture), to the extent such
Section requires that such reports be prepared by the Servicer".
SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Liquidity Agent shall have received
counterparts of this Amendment executed by National, NFLP, NFC, GM, BONY, the
Trustee, Credit Agricole, Citibank as Master Collateral Agent, and Credit
Suisse as the NFC Agent, and Section 2 hereof shall become effective when, and
only when, the Supplement and Amendment to Base Indenture, dated as of December
20, 1996, between NFLP and the Trustee, including Section 2 thereof, shall have
become effective in accordance with Section 3 thereof.
SECTION 4. Reference to and Effect on the Related Documents.
(a) Upon the effectiveness of this Amendment, including Section 2 hereof, on
and after the date hereof each reference in the Master Collateral Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to
the Master Collateral Agreement, and each reference in the other Related
Documents to "the Master Collateral Agreement", "thereunder", "thereof" or
words of like import referring to the Master Collateral Agreement, shall mean
and be a reference to the Master Collateral Agreement as amended hereby.
(b) Except as specifically amended above, the Master
Collateral Agreement and all other Related Documents are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Master
Collateral Agreement and all of the Master Collateral described therein do and
shall continue to secure the payment of all National Obligations or NFLP
Obligations, as applicable.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any party thereto under any of the Related
Documents, nor constitute a waiver of any provision of any of the Related
Documents.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telefacsimile shall constitute delivery of a manually
executed counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York
excluding (to the greatest extent a New York court would permit) any rule of
law that would cause application of the laws of any jurisdiction other than the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
NATIONAL CAR RENTAL SYSTEM, INC.
as grantor and as Servicer
By: /s/ X.X. Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: EVP
NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP,
as grantor and as a Financing Source
By: NATIONAL CAR RENTAL FINANCING
CORPORATION, its General Partner
By: /s/ X.X. Xxxxx
------------------------------------
Name:
Title:
CITIBANK, N.A., as Master Collateral Agent
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Trust Officer
NATIONAL FLEET FUNDING
CORPORATION, as a Financing Source
By /s/ X.X. Xxxxx
-----------------------------------------
Name:
Title:
14
14
CREDIT SUISSE, NEW YORK
BRANCH, as NFC Agent, as a Beneficiary
By /s/ X. Xxxxxx
-----------------------------------------
Name: XXXXX X. XXXXXX
Title: ASSOCIATE
By /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: XXXX XXXXXXX
Title: MEMBER OF SENIOR MANAGEMENT
GENERAL MOTORS CORPORATION,
as a Financing Source and Beneficiary
By /s/ Xxxx X. Boothis
-----------------------------------------
Name: Xxxx X. Boothis
Title: Attorney-in-Fact
THE BANK OF NEW YORK,
individually and as Trustee, as
a Financing Source and Beneficiary
By /s/ Xxxxxx X. Laser
-----------------------------------------
Name: XXXXXX X. LASER
Title: Assistant Vice President
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Financing Source
and Beneficiary
By /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: XXXXXXXXX X. Xxxxxx
Title: FIRST VICE PRESIDENT
