EXHIBIT 4.111
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EXECUTION VERSION
AMENDMENT NO. 7
TO NOTE PURCHASE AGREEMENT
Dated as of March 24, 2004
This AMENDMENT NO. 7 TO NOTE PURCHASE AGREEMENT, dated as of March 24,
2004 (this "Amendment") is made among RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware
corporation ("DTAG"), the entities party hereto as Conduit Purchasers (the
"Conduit Purchasers"), the entities party hereto as Committed Purchasers (the
"Committed Purchasers"), the entities party hereto as Managing Agents (the
"Managing Agents"), and DRESDNER KLEINWORT ▇▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC (the
"Administrative Agent").
RECITALS:
A. RCFC, DTAG, the Conduit Purchasers, the Committed Purchasers,
the Managing Agents and Bank One, NA, as administrative agent, entered into that
certain Note Purchase Agreement, dated as of December 15, 2000, as amended by
that certain Amendment No. 1 to Note Purchase Agreement, dated as of April 20,
2001, by that certain Amendment No. 2 to Note Purchase Agreement, dated as of
January 31, 2002, by that certain Amendment No. 3 to Note Purchase Agreement,
dated as of April 16, 2002, by that certain Addendum to Note Purchase Agreement,
dated as of August 15, 2002, by that certain Amendment No. 4 to Note Purchase
Agreement, dated as of December 12, 2002; by that certain Amendment No. 5 to
Note Purchase Agreement, dated as of March 18, 2003; and by that certain
Amendment No. 6 to Note Purchase Agreement, dated as of December 10, 2003 (the
"Note Purchase Agreement").
B. RCFC and the Trustee entered into that certain Series 2000-1
Supplement, dated as of December 14, 2000, as amended by that certain Amendment
No. 1 to Series 2000-1 Supplement dated as of April 20, 2001, by that certain
Amendment No. 2 to Series 2000-1 Supplement dated as of January 31, 2002, by
that certain Amendment No. 3 to Series 2000-1 Supplement dated as of April 16,
2002, by that certain Amendment No. 4 to Series 2000-1 Supplement dated as of
August 12, 2002, by that certain Amendment No. 5 to Series 2000-1 Supplement
dated as of August 15, 2002, by that certain Amendment No. 6 to Series 2000-1
Supplement dated as of December 12, 2002; by that certain Amendment No. 7 to the
Series 2000-1 Supplement dated as of March 18, 2003; and by that certain
Amendment No. 8 to the Series 2000-1 Supplement dated as of December 10, 2003
(the "Supplement").
C. Simultaneously herewith, RCFC and Trustee are entering into that
certain Amendment No. 9 to the Supplement (such amendment, together with this
Amendment, the "Series 2000-1 Amendments").
D. The parties hereto wish to amend the Note Purchase Agreement as
provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment not herein
defined shall have the meanings contained in the Note Purchase Agreement. For
purposes of this Amendment, the following terms shall have the meanings set
forth below:
a. "Amendment Effective Date" means the later of (i) April 1, 2004
and (ii) the date on which all conditions precedent to the effectiveness of this
Amendment, as set forth in Section 4 hereof, have been satisfied.
2. Administrative Agent Succession. From and after April 1, 2004, all
references to "The Bank of Nova Scotia", as Administrative Agent, shall be
deleted in their entirety and replaced with "Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇
Securities LLC" and The Bank of Nova Scotia shall be released from all of its
obligations as Administrative Agent under the Note Purchase Agreement and shall
relinquish all of its rights as Administrative Agent thereunder (other than any
obligations arising prior to April 1, 2004). Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇
Securities LLC is hereby appointed as successor Administrative Agent under the
Note Purchase Agreement (effective as of April 1, 2004) and each of the parties
hereto hereby grants its approval with respect to such appointment. Dresdner
Kleinwort ▇▇▇▇▇▇▇▇▇▇▇ Securities LLC hereby assumes and agrees to perform each
and every obligation of the Administrative Agent under the Note Purchase
Agreement, whether previously incurred, now existing or to be performed from and
after April 1, 2004.
3. Amendments. Upon the terms and subject to the conditions set forth in
this Amendment and in reliance on the representations and warranties of the
parties hereto set forth in this Amendment, the parties hereto hereby agree to
the following amendments to the Note Purchase Agreement:
a. The following definitions in Section 1.01 of the Note Purchase
Agreement are hereby amended in their entirety to read as follows:
"Administrative Agent's Fee Letter" means that certain letter
agreement entered into from time to time between RCFC and the
Administrative Agent setting forth the annual administration fee
payable by RCFC in connection with this Agreement.
"Expiration Date" means March 30, 2005, as such date may be extended
by agreement in writing of the parties hereto.
"Fee Letter" means that certain letter agreement entered into from
time to time among RCFC, the Administrative Agent, the Managing Agents
and the Purchasers, setting forth certain fees payable by RCFC in
connection with this Agreement.
"Ownership Group" means each of the following groups of Note
Purchasers:
(i) The Bank of Nova Scotia ("BNS"), Deutsche Bank, AG,
acting through its New York Branch ("Deutsche Bank"), Liberty Street
Funding Corp., and any other Conduit Purchaser administered by BNS or
any of BNS's Affiliates (the "BNS Ownership Group").
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(ii) Dresdner Bank AG ("Dresdner AG"), Beethoven Funding
Corporation, and any other Conduit Purchaser administered by Dresdner
or any of Dresdner's Affiliates (the "Dresdner Ownership Group").
(iii) ABN AMRO Bank N.V. ("ABN"), Amsterdam Funding Corporation,
and any other Conduit Purchaser administered by ABN or any of ABN's
Affiliates (the "ABN Ownership Group").
(iv) JPMorgan Chase Bank ("JPMorgan"), Delaware Funding
Company, LLC, and any other Conduit Purchaser administered by JPMorgan
or JPMorgan's Affiliates (the "JPMorgan Ownership Group").
(v) 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 BNS
Ownership Group, the Dresdner Ownership Group, the ABN Ownership
Group, the JPMorgan 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.
b. Section 1.01 of the Note Purchase Agreement is hereby amended by
adding the following definitions in proper alphabetical order:
"JPMorgan" has the meaning specified in the definition of Ownership
Group.
"JPMorgan Ownership Group" has the meaning specified in the definition
of Ownership Group.
c. Section 4.01(i) of the Note Purchase Agreement is hereby deleted
in its entirety.
d. The Note Purchase Agreement is hereby amended by adding the
following to the end of Section 12:
Section 12.19 Excess Funds. Each Conduit Purchaser shall be
required to make payment of the amounts required to be paid
pursuant to this Agreement only if such Conduit Purchaser has
Excess Funds (as defined below). If such Conduit Purchaser does
not have Excess Funds, the excess of the amount due under this
Agreement over the amount paid shall not constitute a "claim" (as
defined in Section 101(5) of the Federal Bankruptcy Code) against
such Conduit Purchaser until such time as such Conduit Purchaser
has Excess Funds. If such Conduit Purchaser does not have
sufficient Excess Funds to make any payment due under this
Agreement, then such Conduit Purchaser may pay a lesser amount
and make additional payments that in the aggregate equal the
amount of deficiency as soon as possible thereafter; provided,
3
that if such Conduit Purchaser does not have sufficient Excess
Funds to fund the full amount of any Advance it has elected to
make in accordance with Sections 2.01 and 2.02 of this Agreement,
such Conduit Purchaser's related Committed Purchaser(s) shall
make such Advance upon the terms and subject to the conditions
set forth in this Agreement. The term "Excess Funds" means the
excess of (a) the aggregate projected value of such Conduit
Purchaser's assets and other property (including cash and cash
equivalents), over (b) the sum of (i) the sum of all scheduled
payments of principal, interest and other amounts payable on
publicly or privately placed indebtedness of such Conduit
Purchaser for borrowed money, plus (ii) the sum of all other
liabilities, indebtedness and other obligations of such Conduit
Purchaser for borrowed money or owed to any credit or liquidity
provider, together with all unpaid interest then accrued thereon,
plus (iii) all taxes payable by such Conduit Purchaser to the
Internal Revenue Service, plus (iv) all other indebtedness,
liabilities and obligations of such Conduit Purchaser then due
and payable, but the amount of any liability, indebtedness or
obligation of such Conduit Purchaser shall not exceed the
projected value of the assets to which recourse for such
liability, indebtedness or obligation is limited. Excess Funds
shall be calculated once each Business Day. Nothing in this
Section shall limit the obligations of such Conduit Purchaser's
related Committed Purchaser(s) to make Advances under the terms
of this Agreement if such Conduit Purchaser does not make such
Advances.
e. Schedule I to the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the revised Schedule I attached hereto as Exhibit
A.
f. Schedule II to the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the revised Schedule II attached hereto as
Exhibit B.
g. Schedule III to the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the revised Schedule III attached hereto as
Exhibit C.
4. Conditions to Effectiveness. The effectiveness of this Amendment is
conditioned upon satisfaction of the following conditions precedent:
a. The Administrative Agent shall have received counterparts of the
Series 2000-1 Amendments signed by the parties thereto and the Administrative
Agent's Fee Letter signed by RCFC. The Administrative Agent shall have received
payment of the fee required to be paid pursuant to the Administrative Agent's
Fee Letter.
b. Each of the representations and warranties in the Amended Series
Documents (hereinafter defined) and in Sections 4 and 5 below shall be true and
correct in all material respects.
c. The Administrative Agent and the Managing Agents shall have
received copies of (i) the Certificate of Incorporation and the By-Laws of RCFC
and DTAG, (ii) the board of directors resolutions of RCFC and DTAG with respect
to the transactions contemplated by the Series 2000-1 Amendments, and (iii)
incumbency certificate of RCFC and DTAG, each certified by appropriate corporate
authorities.
4
d. Counsel to RCFC and DTAG shall have delivered to the Managing
Agents favorable opinions, dated the Amendment Effective Date and reasonably
satisfactory in form and substance to the Managing Agents and their counsel,
covering due authorization and such other matters as any Managing Agent shall
reasonably request.
e. Special New York counsel to RCFC and DTAG shall have delivered
favorable opinions, dated the Amendment Effective Date and reasonably
satisfactory in form and substance to the Managing Agents and their counsel,
covering enforceability and such other matters as any Managing Agent shall
reasonably request.
f. The Administrative Agent and the Managing Agents shall have
received counterparts of the Fee Letter signed by the parties thereto and each
Managing Agent shall have received payment of the fees required to be paid
pursuant to the Fee Letter.
g. All Governmental Actions of all Governmental Authorities required
with respect to the transactions contemplated by the Series 2000-1 Amendments
shall have been obtained or made.
h. No Amortization Event, Liquidation Event of Default or Limited
Liquidation Event of Default or event which, with the giving of notice or the
passage of time or both would constitute any of the foregoing, shall have
occurred or be continuing.
i. The Administrative Agent and Managing Agents shall have received
such other documents, instruments, certificates, opinions and approvals as they
may reasonably request.
5. Representations and Warranties of RCFC. RCFC hereby makes the
following representations and warranties to the Purchasers, the Managing Agents
and the Administrative Agent, as of the date hereof and as of the Amendment
Effective Date, and the Purchasers, the Managing Agents and the Administrative
Agent shall be deemed to have relied on such representations and warranties in
entering into this Amendment:
a. The performance of RCFC's obligations under the Series 2000-1
Amendments and the Series Documents, as amended by the Series 2000-1 Amendments
(the "Amended Series Documents"), and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any Lien (other than any Lien created by the
Amended Series Documents), charge or encumbrance upon any of the property or
assets of RCFC pursuant to the terms of, any indenture, mortgage, deed of trust,
loan agreement or other material agreement or instrument to which it is bound or
to which any of its property or assets is subject, nor will such action result
in any violation of the provisions of its Certificate of Incorporation or
By-laws or any Governmental Rule applicable to RCFC.
b. No Governmental Action which has not been obtained is required by
or with respect to RCFC in connection with the execution and delivery of the
Series 2000-1 Amendments by RCFC or the consummation by RCFC of the transactions
contemplated thereby or by the Amended Series Documents.
5
c. Each of the Series 2000-1 Amendments has been duly authorized,
executed and delivered by RCFC, and the Series 2000-1 Amendments and the Amended
Series Documents are the valid and legally binding obligations of RCFC,
enforceable against RCFC in accordance with their respective terms, subject as
to enforcement to bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity.
d. There is no pending or, to RCFC's knowledge, threatened action,
suit or proceeding by or against RCFC before any Governmental Authority or any
arbitrator (i) with respect to the Series 2000-1 Amendments or any Amended
Series Document or any of the transactions contemplated herein or therein, or
(ii) with respect to RCFC which, in the case of any such action, suit or
proceeding with respect to RCFC, if adversely determined, would have a material
adverse effect on the ability of RCFC to perform its obligations hereunder or
thereunder.
6. Representations and Warranties of DTAG. DTAG hereby makes the
following representations and warranties to the Purchasers, the Managing Agents
and the Administrative Agent as of the date hereof and as of the Amendment
Effective Date, and the Purchasers, the Managing Agents and the Administrative
Agent shall be deemed to have relied on such representations and warranties in
entering this Amendment:
a. The performance of the obligations of DTAG under this Amendment
and the Amended Series Documents to which it is a party and the consummation of
the transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any Lien (other than any Lien
created by the Amended Series Documents), charge or encumbrance upon any of the
property or assets of DTAG pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument to which
it or any of its Affiliates is bound or to which any of its property or assets
is subject, nor will such action result in any violation of the provisions of
its Certificate of Incorporation or By-laws or any Governmental Rule applicable
to DTAG.
b. No Governmental Action which has not been obtained is required
by or with respect to DTAG in connection with the execution and delivery of this
Amendment or the consummation by DTAG of the transactions contemplated hereby or
thereby or by the Amended Series Documents to which it is a party.
c. This Amendment has been duly authorized, executed and delivered
by DTAG and this Amendment and the Amended Series Documents to which it is a
party are the valid and legally binding obligations of DTAG, enforceable against
DTAG in accordance with their respective terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity.
d. There is no pending or, to the knowledge of DTAG, threatened
action, suit or proceeding by or against DTAG before any Governmental Authority
or any arbitrator (i) with respect to this Amendment or any Amended Series
Document to which it is a party or any of the transactions contemplated herein
or therein, or (ii) with respect to DTAG which, in the case of any such action,
suit or proceeding with respect to DTAG, if adversely determined, would have a
material adverse effect on the ability of DTAG to perform its obligations
hereunder or thereunder.
6
7. Reference to and Effect on Note Purchase Agreement.
a. Upon and after the effectiveness of this Amendment, each
reference in the Note Purchase Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Note Purchase Agreement, and
each reference in the Series Documents to "the Note Purchase Agreement", "the
Series 2000-1 Note Purchase Agreement", "thereunder", "thereof" or words of like
import referring to the Note Purchase Agreement, shall mean and be a reference
to the Note Purchase Agreement as modified hereby.
b. Except as specifically modified above, the Note Purchase
Agreement is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. The consents contained herein are limited
to the specific facts and circumstances set forth therein and shall not operate
as a waiver of, or a consent to any variation from, any other provision of the
Note Purchase Agreement or any of the Series Documents.
c. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Secured Party under any of the Series Documents, nor,
except as expressly provided herein, constitute a waiver or amendment of any
provision of any of the Series Documents.
8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
10. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of a manually executed counterpart of this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first written above.
RENTAL CAR FINANCE CORP., as Seller
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., as Master Servicer
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
S-1
BEETHOVEN FUNDING CORPORATION, as
a Conduit Purchaser
By:_____________________________________
Name:
Title:
DRESDNER BANK AG, as a Committed
Purchaser and as the Managing Agent
for the Dresdner Ownership Group
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
DRESDNER KLEINWORT ▇▇▇▇▇▇▇▇▇▇▇
SECURITIES LLC, as Administrative
Agent
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDING CORP., as a
Conduit Purchaser
By:_____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Committed
Purchaser and as the Managing Agent
for the BNS Ownership Group
By:_____________________________________
Name:
Title:
DEUTSCHE BANK, AG, New York Branch, as
a Committed Purchaser
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
▇-▇
▇▇▇▇▇▇▇▇▇ FUNDING CORPORATION, as a
Conduit Purchaser
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
ABN AMRO BANK N.V., as a Committed
Purchaser and as the Managing Agent
for the ABN Ownership Group
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
S-4
DELAWARE FUNDING COMPANY, LLC, as a
Conduit Purchaser
By: JPMorgan Chase Bank, as attorney-
in-fact for Delaware Funding
Company, LLC
____________________________________
Name:
Title:
JPMORGAN CHASE BANK, as a Committed
Purchaser and as the Managing Agent
for the JPMorgan Ownership Group
By:_____________________________________
Name:
Title:
S-5
Consented to as of the date first written above:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company,
a New York banking corporation, as Trustee
By:_____________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON ACTING THROUGH
ITS NEW YORK BRANCH, as the Series 2000-1
Letter of Credit Provider
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title::
S-6
EXHIBIT A
SCHEDULE I
ADDRESSES FOR NOTICE
In the case of RCFC:
-------------------
Rental Car Finance Corp.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
In the case of the Master Servicer:
----------------------------------
Dollar Thrifty Automotive Group, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
In the case of the Administrative Agent:
---------------------------------------
Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇ Securities LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Will ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
In the case of the Conduit Purchasers:
-------------------------------------
Liberty Street Funding Corp.
c/o Global Securitization Services, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
The Bank of Nova Scotia
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Ex. A-1
Beethoven Funding Corporation
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ Branch
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Will ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Global Securitization Services, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Amsterdam Funding Corporation
c/o Global Securitization Services, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
ABN AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Delaware Funding Company, LLC
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Conduit Administration
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
In the case of the Committed Purchasers and the Managing Agents:
---------------------------------------------------------------
Deutsche Bank, AG, New York Branch
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Ex. ▇-▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ Last
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
The Bank of Nova Scotia
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Dresdner Bank AG
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Asset Backed Finance
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ABN AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
JPMorgan Chase Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Asset-Backed Securities
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Ex. A-3
EXHIBIT B
SCHEDULE II
GROUP FUNDING LIMITS
Ownership Group Group Funding Limit
--------------- -------------------
BNS Ownership Group 125 million dollars ($125,000,000)
Dresdner Ownership Group 125 million dollars ($125,000,000)
ABN Ownership Group 50 million dollars ($50,000,000)
JPMorgan Ownership Group 50 million dollars ($50,000,000)
Ex. B-1
EXHIBIT C
SCHEDULE III
PURCHASER PERCENTAGES
Managing Agent Conduit Purchaser Committed Purchaser Purchaser Percentage
-------------- ----------------- ------------------- --------------------
The Bank of Liberty Street The Bank of Nova 21.428%
Nova Scotia Funding Corp Scotia
Deutsche Bank, AG 14.286%
Dresdner Bank AG Beethoven Funding Dresdner Bank 35.714%
Corporation
ABN AMRO Amsterdam Funding ABN AMRO Bank N.V. 14.286%
Bank N.V. Corporation
JPMorgan Chase Delaware Funding JPMorgan Chase Bank 14.286%
Bank Company, LLC
Ex. C-1