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Exhibit 4.3
SUPPLEMENT AND AMENDMENT TO BASE INDENTURE, dated as of
December 20, 1996 (this "Amendment"), between NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP, a special purpose Delaware limited partnership ("NFLP"),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee"), to the Base Indenture, dated as of April 30, 1996, between NFLP and
the Trustee (the "Base Indenture").
PRELIMINARY STATEMENTS
WHEREAS, NFLP and the Trustee have entered into that certain
Series 1996-2 Supplement, dated as of December 20, 1996 (the "Series 1996-2
Supplement"), to the Base Indenture, creating the Floating Rate Rental Car
Asset Backed Variable Funding Note, Series 1996-2 (the "Series 1996-2 Note"),
which Series is a Segregated Series of Notes; and
WHEREAS, Section 2.3(b)(ii)(I) of the Base Indenture provides
that in connection with the issuance of a Segregated Series of Notes,
amendments will be made to the Base Indenture and the other Related Documents,
if necessary, to provide for the creation of such Segregated Series;
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 term in the Base
Indenture.
SECTION 2. Amendments to Base Indenture. The Base
Indenture 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) Clause (x) of Section 2.2(f)(i) of the Base Indenture
is amended in its entirety to read as follows:
"(x) the new Series of Notes will be treated as indebtedness of
NFLP (or, in the case of the Series 1996-2 Note, indebtedness of NFLP
or National) for Federal and Minnesota state income tax purposes and".
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(b) Section 2.3(b)(i) of the Base Indenture is amended by
adding after the proviso thereto the following additional proviso:
"; provided, further, however, that no Series of Shared Collateral
Series Notes (as defined in the Series 1996-2 Supplement) may be
issued unless, in addition to the other conditions set forth in this
Section 2.3 and otherwise in this Indenture, the NFC Collateral Agent,
the Liquidity Agent and each Series 1996-2 Support Credit Enhancer (in
each case as defined in the Series 1996-2 Supplement) shall have (A)
received an Opinion of Counsel, in a form substantially acceptable to
the NFC Collateral Agent, the Liquidity Agent and each Series 1996-2
Support Credit Enhancer, dated the applicable Closing Date, to the
effect that such issuance will not have a material adverse effect upon
the Series 1996-2 Note, or any other Noteholder of any Shared
Collateral Series Notes, or any assignee of any thereof, and (B)
consented in writing to such issuance."
(c) Section 2.5 of the Base Indenture is amended in its
entirety to read as follows:
"Section 2.5. Form of Notes; Book Entry Provisions; Title.
(a) Restricted Global Note. Any Series of Notes (other
than Variable Funding Notes), or any class of such Series to be issued
in the United States will be in registered form and sold initially to
institutional accredited investors within the meaning of Regulation D
under the Securities Act in reliance on an exemption from the
registration requirements of the Securities Act and thereafter to
qualified institutional buyers within the meaning of, and in reliance
on, Rule 144A under the Securities Act ("Rule 144A") as provided in
the applicable Supplement and shall be issued in the form of and
represented by one or more permanent global Notes in fully registered
form without interest coupons (each, a "Restricted Global Note"),
substantially in the form set forth in the applicable Supplement, with
such legends as may be applicable thereto, which shall be deposited on
behalf of the subscribers for the Notes represented thereby with a
custodian for DTC, and registered in the name of DTC or a nominee of
DTC, duly executed by NFLP and authenticated by the Trustee as
provided in Section 2.4 for credit to the accounts of the subscribers
at DTC. The aggregate initial principal amount of a Restricted Global
Note may from time to time be increased or decreased by adjustments
made on the records of the custodian for DTC, DTC or its nominee, as
the case may be, as hereinafter provided.
(b) Temporary Global Note; Permanent Global Note. Any
Series of Notes (other than Variable Funding Notes), or any class of
such Series, offered and sold outside of the United States will be
offered and sold in reliance on Regulation S ("Regulation S") under
the Securities Act and shall initially be issued in the form of
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one or more temporary global Notes (each, a "Temporary Global Note")
in fully registered form without interest coupons substantially in the
form set forth in the applicable Supplement with such legends as may
be applicable thereto, registered in the name of DTC or a nominee of
DTC, duly executed by NFLP and authenticated by the Trustee as
provided in Section 2.4, for credit to the subscribers' accounts at
▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels Office, as
operator of Euroclear or Cedel. Interests in a Temporary Global Note
will be exchangeable, in whole or in part, for interests in a
permanent global note (a "Permanent Global Note") in fully registered
form without interest coupons, representing Notes of the same Series,
substantially in the form set forth in the applicable Supplement, in
accordance with the provisions of the Temporary Global Note and this
Indenture. Until the Exchange Date, interests in a Temporary Global
Note may only be held by the agent members of Euroclear and Cedel.
The aggregate initial principal amount of the Temporary Global Note
and the Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the custodian for DTC,
DTC or its nominee, as the case may be, as hereinafter provided.
(c) Variable Funding Note. Any Series of Variable
Funding Notes shall initially be sold to investors in reliance on an
exemption from the registration requirements of the Securities Act.
Such Series of Notes shall be issued in the form of one or more
Variable Funding Notes (each, a "Variable Funding Note") in fully
registered form without interest coupons substantially in the form set
forth in the applicable Supplement with such legends as may be
applicable thereto, duly executed by NFLP and authenticated by the
Trustee as provided in Section 2.4. The aggregate initial principal
amount of a Variable Funding Note may from time to time be increased
or decreased in accordance with the applicable Supplement by
adjustments made on the records of the Note Register."
(d) Section 2.9(a) of the Base Indenture is amended by
renumbering clause (vii) thereof as clause (viii), and by adding immediately
prior to such clause (viii) a new clause (vii) to read as follows:
"(vii) Transfers of Variable Funding Notes. The Variable
Funding Notes shall not be transferable except in the limited
circumstances, if any, described in the applicable Supplement;
provided, however, that the Variable Funding Note issued under the
Series 1996-2 Supplement may be pledged as security (and transferred)
in accordance with the terms of the NFC Collateral Agreement and the
Related Documents."
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(e) Section 2.10 of the Base Indenture is amended in its
entirety to read as follows:
"Section 2.10. Legending of Notes.
(a) Unless otherwise provided for in a Supplement and
except as permitted by the following sentence, in addition to any
legend required by Section 2.16, each Note (other than any Variable
Funding Note) shall bear a legend in substantially the following form:
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 NATIONAL
CAR RENTAL FINANCING LIMITED PARTNERSHIP (THE "ISSUER") THAT
THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND
NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION
THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE
THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN
REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN
A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE RESALE RESTRICTIONS SET FORTH ABOVE.
Upon any transfer, exchange or replacement of Notes bearing such
legend, or if a request is made to remove such legend on a Note, the
Notes so issued shall bear such legend, or such legend shall not be
removed, as the case may be, unless there is delivered to NFLP and the
Trustee or the Luxembourg Agent, if the Notes are listed on the
Luxembourg Exchange, such satisfactory evidence, which may include an
opinion of counsel, as may be reasonably required by NFLP that neither
such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S. Upon provision of such
satisfactory evidence, the Trustee, at the direction of NFLP, shall
authenticate and deliver a Note that does not bear such legend.
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(b) Unless otherwise provided for in a Supplement, each
Variable Funding Note shall bear a legend in substantially the
following form:
THIS VARIABLE FUNDING 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
NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP (THE
"COMPANY") THAT THIS NOTE IS BEING ACQUIRED FOR ITS ACCOUNT
AND NOT WITH A VIEW TO DISTRIBUTION. THIS VARIABLE FUNDING
NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED OR OTHERWISE
PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE
INDENTURE REFERRED TO HEREIN."
(f) Section 2.16(a) of the Base Indenture is amended by
adding after the words "For each Series of Notes to be issued in registered
form" at the beginning thereof the parenthetical "(other than any Variable
Funding Notes)".
(g) Section 6.1(c) of the Base Indenture is amended in
its entirety to read as follows:
"(c) Unless otherwise specified in the applicable
Supplement, amounts distributable to a Noteholder pursuant to this
Section 6.1 shall be payable by check mailed first-class postage
prepaid to such Noteholder at the address for such Noteholder
appearing in the Note Register except that with respect to (i) Notes
registered in the name of a Clearing Agency or its nominee, such
amounts shall be payable by wire transfer of immediately available
funds released by the Paying Agent from the Distribution Account no
later than 2:00 p.m. (New York City time) for credit to the account
designated by such Clearing Agency or its nominee, as applicable, or
(ii) any Series of Segregated Notes, such amounts shall be payable by
wire transfer of immediately available funds released by the Paying
Agent from the Distribution Account no later than 2:00 p.m. (New York
City time) for credit to the account designated by or on behalf of
each Noteholder thereof or its nominee, as applicable."
(h) Section 7.15 of the Base Indenture is amended in its
entirety to read as follows:
"Section 7.15. Binding Effect of Lease. In the case of each
Series of Notes, the Lease applicable thereto is in full force and
effect and there is no existing Lease Event of Default or Manufacturer
Event of Default thereunder nor has any event
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occurred which with the giving of notice, the passage of time or both
would constitute a Lease Event of Default or Manufacturer Event of
Default."
(i) Section 8.3 of the Base Indenture is amended by:
(i) amending subsection (a) thereof by adding after the
words "Section 24.6(i) of the Lease" at the end thereof the words "or,
in the case of the Series 1996-2 Lease, Section 24.7(i) thereof",
(ii) amending subsection (b) thereof by adding after the
words "Section 24.6(ii) of the Lease" at the end thereof the words
"or, in the case of the Series 1996-2 Lease, Section 24.7(ii)
thereof",
(iii) amending subsection (c) thereof by adding after the
words "Section 24.6(vi) of the Lease" at the end thereof the words
"or, in the case of the Series 1996-2 Lease, Section 24.7(vi)
thereof",
(iv) amending subsections (d), (e) and (f) thereof by
adding after the words "of the Lease" at the end thereof the words
"other than in the case of the Series 1996-2 Lease", and
(v) amending subsection (g) thereof by adding after the
words "Section 24.6(xii) of the Lease" at the end thereof the words
"or, in the case of the Series 1996-2 Lease, Section 24.7(xi)
thereof".
(j) Section 8.14(a) of the Base Indenture is amended in
its entirety to read as follows:
"(a) Prior to acquiring or financing the acquisition of
any Program Vehicles under any Lease for any model year after the 1996
model year, (i) NFLP will have received an executed Assignment
Agreement with respect to National's rights under such Manufacturer
Program for such model year (to the extent National will be acquiring
Financed Vehicles (other than Texas Vehicles) under such Lease under
such Manufacturer Program), (ii) NFLP shall have delivered an executed
Assignment Agreement with respect to NFLP's rights under such
Manufacturer Program for such model year, (iii) if any series of Notes
or, in the case of the Series 1996-2 Note, any Commercial Paper Notes
are then being rated by Standard & Poor's and/or Duff & ▇▇▇▇▇▇ and/or
Moody's, NFLP shall have received a written confirmation from Standard
& Poor's and/or Duff & ▇▇▇▇▇▇ and/or Moody's, as applicable, that the
acquisition of Vehicles pursuant to such Manufacturer Program will not
result in the reduction or withdrawal of any rating issued by Standard
& Poor's and/or Duff & ▇▇▇▇▇▇ and/or Moody's, as applicable, in
respect of any outstanding Series of Notes
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or any outstanding Commercial Paper Notes and (iv) if there is a
material change to a Manufacturer Program during a model year, NFLP
shall have received written confirmation from Standard & Poor's and/or
Duff & ▇▇▇▇▇▇ and/or Moody's, as applicable, that the acquisition of
Vehicles pursuant to such Manufacturer Program will not result in the
reduction or withdrawal of any rating issued by Standard & Poor's
and/or Duff & ▇▇▇▇▇▇ and/or Moody's, as applicable, in respect of any
outstanding Series of Notes or any outstanding Commercial Paper Notes.
A copy of the rating confirmations set forth in clauses (iii) and (iv)
will promptly be delivered to the Trustee for delivery to the
Noteholders of any outstanding Series of Notes."
(k) Section 8.18 of the Base Indenture is amended in its
entirety to read as follows:
"Section 8.18. Sales of Assets. NFLP will not sell, lease,
transfer, liquidate or otherwise dispose of any Assets, except as
contemplated by the Related Documents and provided that the proceeds
received by NFLP are paid directly to the Collection Account to which
such proceeds are applicable or the Master Collateral Account or
deposited by NFLP into the Collection Account to which such proceeds
are applicable or the Master Collateral Account within 2 Business Days
after receipt thereof by NFLP (except that amounts payable to NFLP
with respect to Exchanged Vehicles by the related Manufacturer under
its Manufacturer Program shall be paid into the Exchange Account)."
(l) Section 8.21 of the Base Indenture is amended in its
entirety to read as follows:
"Section 8.21. Name; Principal Office.
NFLP will neither (a) change the location of its chief
executive office or principal place of business (within the meaning of
the applicable UCC) without sixty (60) days' prior notice to the
Trustee, the Master Collateral Agent and the Rating Agencies nor (b)
change its name without prior notice to the Trustee, the Master
Collateral Agent and the Rating Agencies sufficient to allow the
Trustee and the Master Collateral Agent to make all filings (including
filings of financing statements on form UCC-1) and recordings
necessary to maintain the perfection of the interest of the Trustee in
the Collateral pursuant to this Indenture and the perfection of the
interest of the Master Collateral Agent in the Master Collateral
pursuant to the Master Collateral Agency Agreement. In the event that
NFLP desires to so change its office or change its name, NFLP will
make any required filings and prior to actually changing its office or
its name NFLP will deliver to the Trustee, the Master Collateral Agent
and the Rating Agencies (i) an Officer's Certificate and (except with
respect to a change of the location of NFLP's chief executive office
or principal place of business to a new location in the same county)
an Opinion of Counsel confirming
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that all required filings have been made to continue the perfected
interest of the Trustee in the Collateral and the perfected interest
of the Master Collateral Agent in the Master Collateral in respect of
the new office or new name of NFLP and (ii) copies of all such
required filings with the filing information duly noted thereon by the
office in which such filings were made."
(m) Section 8.28 of the Base Indenture is amended in its
entirety to read as follows:
"Section 8.28. Use of Proceeds of Notes. NFLP shall use the
proceeds of Notes solely for one or more of the following purposes:
(a) other than in the case of any proceeds of the Series 1996-2 Note,
to pay amortizing Notes when due, in accordance with this Indenture;
(b) to acquire, finance or refinance the acquisition of Eligible
Vehicles applicable to such Notes in accordance with the Lease
applicable to such Notes; and (c) in the case of the issuance of the
Series 1996-2 Note, to refinance the aggregate outstanding principal
amount of the Loans referred to in Section 3.1(a) of the Series 1996-2
Supplement as contemplated by such Section."
(n) Section 9.1(e) of the Base Indenture is amended in
its entirety to read as follows:
"(e)(i) any Lease Event of Default described in Section
17.1.1(i) or 17.1.5 of any Lease shall occur, whether or not
subsequently waived by NFLP, or (ii) any other Lease Event of Default
shall occur under any Lease whether or not subsequently waived by
NFLP;".
(o) Section 9.1(h) of the Base Indenture is amended in
its entirety to read as follows:
"(h) in the case of any Series of Notes, the Lease applicable
thereto is terminated for any reason;".
(p) Section 9.2(d) of the Base Indenture is amended in
its entirety to read as follows:
"(d) NFLP Fleet Finance Agreement. Notwithstanding
anything to the contrary contained herein, if a Liquidation Event of
Default or a Limited Liquidation Event of Default shall have occurred
and be continuing, the Trustee shall take such action to cause
Vehicles manufactured by GM to be turned back to GM in such manner as
NFLP has instructed the Trustee in writing (and NFLP hereby agrees to
provide such instructions) to preserve any and all rights of the party
entitled thereto to receive payments from GM under the NFLP Fleet
Finance Agreement in respect of
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deficiencies in the sale prices of such Vehicles as described
thereunder; provided that the Trustee shall not return such Vehicles
to GM if it is instructed not to do so by Holders of Notes evidencing
66-2/3% or more of the Aggregate Invested Amount; provided further,
that the Noteholders shall not be entitled to direct the Trustee to
cause Vehicles manufactured by GM to be turned back or sold in any
manner that would not preserve the rights of the party entitled
thereto to receive payments under the NFLP Fleet Finance Agreement
described above."
(q) Section 12.1 of the Base Indenture is amended by
replacing the phrase "Without the consent of any Noteholder but with the
consent of the Rating Agencies, NFLP, the Trustee, and any applicable
Enhancement Provider," contained therein with the phrase "Without the consent
of any Noteholder but with the consent of the Rating Agencies (or, in the case
of any Rating Agency, the confirmation by such Rating Agency that upon giving
effect to each such Supplement the Rating Agency Condition will be met with
respect to such Rating Agency), NFLP, the Trustee, and any applicable
Enhancement Provider, and, in the case of each such Supplement that relates to
or will affect the Series 1996-2 Note, the NFC Collateral Agent and the
Liquidity Agent (in each case as defined in the series 1996-2 Supplement),".
(r) The first sentence of Section 12.2 of the Base
Indenture is amended in its entirety to read as follows:
"Except as provided in Section 12.1, the provisions of this
Indenture and any Supplement (unless otherwise provided in such
Supplement) and each other Related Document to which NFLP is a party
may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to in
writing by NFLP, National, the Trustee, any applicable Enhancement
Provider, the Rating Agencies (unless, in the case of any Rating
Agency, such Rating Agency shall have instead confirmed in writing
that upon giving effect to such amendment, modification or waiver the
Rating Agency Condition will be met with respect to such Rating
Agency), and the Requisite Investors (or the Required Noteholders of a
Series of Notes, in respect of any amendment, modification or waiver
of or to this Indenture, the Supplement with respect to such Series of
Notes or any Related Document which affects only the Noteholders of
such Series of Notes and does not affect the Noteholders of any other
Series of Notes, as substantiated by an Opinion of Counsel to such
effect, which Opinion of Counsel may, to the extent same is based on
any factual matter, rely upon an Officer's Certificate as to the truth
of such factual matter) and, to the extent relating to or affecting
the Series 1996-2 Note, the NFC Collateral Agent and the Liquidity
Agent (in each case as defined in the Series 1996-2 Supplement)."
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(s) The Definitions List set forth in Schedule I to the
Base Indenture is amended by adding to the beginning thereof, below the heading
"DEFINITIONS LIST", the following:
"In the case of any term, including without limitation each of
the terms "Amortization Commencement Date", "Amortization Event",
"Capitalized Cost", "Casualty", "Depreciation Charge", "Designated
Period", "Eligible Manufacturer", "Eligible Vehicle", "Excluded
Payments", "Federal Funds Rate", "Financed Vehicle", "Liquidation
Event of Default", "Missing Equipment Charges", "Refinanced Vehicles"
and "Termination Value", which is defined below but is otherwise
defined in any Supplement creating or otherwise relating to any Series
of Segregated Notes, each Article, Section, subsection, other
definition or other provision of the Base Indenture containing such
term shall (unless the context otherwise requires) apply to such
Segregated Series with such term having the meaning set forth in such
Supplement."
(t) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending in their entirety the following
definitions as set forth below:
"'Aggregate Asset Amount' means, on any date of determination
for any Series, without duplication, the sum of (i) the Net Book Value
of all Eligible Vehicles leased under the Lease for such Series as of
such date pursuant to Section 3.1 of such Lease, plus, (ii) all
amounts receivable, as of such date, by NFLP or National from Eligible
Manufacturers under and in accordance with their respective Eligible
Manufacturer Programs (other than Excluded Payments), with respect to
Eligible Vehicles (other than Exchanged Vehicles) applicable to such
Series at any time owned, financed or refinanced by NFLP, plus (iii)
all amounts (other than amounts specified in clause (ii) above)
receivable, as of such date, by NFLP or National from any person or
entity in connection with the Auction, sale or other disposition of
Eligible Vehicles applicable to such Series at any time leased under
such Lease (other than Excluded Payments), plus (iv) all accrued and
unpaid Monthly Base Rent and Monthly Supplemental Payments (other than
amounts specified in clauses (ii) and (iii) above) under such Lease,
plus (v) cash and Permitted Investments on deposit in the Collection
Account applicable to such Series, minus (vi) any Ineligible Asset
Amount applicable to such Series."
"'Aggregate Invested Amount' means, with respect to any Series
of Notes then Outstanding, the sum of the Invested Amounts with
respect to such Series and all other Series of Related Collateral
Series Notes applicable to such Series."
"'Amortization Event' with respect to each Series of Notes
unless such term is otherwise defined in the Supplement relating to
such Series, has the meaning specified in Section 9.1 of the Base
Indenture."
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"'Amortization Period' means, with respect to any Series of
Notes unless such term is otherwise defined in the Supplement relating
to such Series, the period following the Revolving Period (as defined
in any related Supplement) which shall be the Accumulation Period, the
Controlled Amortization Period, or the Rapid Amortization Period, each
as defined in the related Supplement."
"'Annual Certificate' is defined in Section 24.6(ix) of the
Lease (other than in the case of the Series 1996-2 Lease)."
"'Available Subordinated Amount Losses' with respect to a
Series to which such term is applicable shall have the meaning
specified in the related Supplement."
"'Availability Payment', in the case of any Lease to which
such term is applicable, is defined in Section 5.2 of such Lease."
"'Base Indenture' means the Base Indenture, dated as of April
30, 1996, between NFLP and the Trustee, as supplemented and 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."
"'Base Lease' means (i) other than in connection with any
Series of Segregated Notes, the Master Motor Vehicle Lease and
Servicing Agreement, dated as of April 30, 1996, between NFLP, as the
lessor thereunder, and National, as the lessee and servicer
thereunder, and (ii) in connection with any Series of Segregated
Notes, the 'Base Lease' as defined in the Supplement relating to such
Series, in each case of clauses (i) and (ii) as the same may be
amended, modified or supplemented from time to time in accordance with
its terms, exclusive of Lease Annexes."
"'Business Day' means any day other than (i) a Saturday,
Sunday, or (ii) any other day on which banks are authorized by law to
close in New York City, New York or Minneapolis, Minnesota, or (iii)
in connection with any Series of Notes, any other day not designated
as a "Business Day" in the Supplement relating to such Series."
"'Carryover Controlled Amortization Amount' means, with
respect to each Series of Note to which such term is applicable, the
amount specified as such in the related Supplement."
"'Collateral' (i) is defined in Section 3.1 of the Base
Indenture, other than in connection with any Series of Segregated
Notes, and (ii) in connection with any Series of Segregated Notes, is
defined in the Supplement relating thereto."
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"'Collection Account' (i) is defined in Section 5.1 of the
Base Indenture, other than in connection with any Series of Segregated
Notes, (ii) in connection with the Series 1996-2 Note and any other
Shared Collateral Series Note (as defined in the Series 1996-2
Supplement), means the NFC Collection Account under and as defined in
the Series 1996-2 Supplement, and (iii) in connection with any Series
of Segregated Notes other than the Series 1996-2 Note and any other
Shared Collateral Series Notes, is defined in the Supplement relating
thereto."
"'Collections' means for any Series (i) all payments
(including, without limitation, Recoveries) and prepayments by, or on
behalf of National under the Lease for such Series other than, in the
case of the Series 1996-2 Lease, any such payments under Section 15
thereof to or for the account of any Person other than NFLP, (ii) all
payments on the Master Collateral applicable to such Series allocable
to the Trustee or the NFC Collateral Agent (as defined in the Series
1996-2 Supplement) as a Beneficiary, including payments (other than
Excluded Payments) made by, or on behalf of, any Manufacturer or
auction dealer, under the related Manufacturer Program (other than
payments thereunder with respect to Exchanged Vehicles), (iii) all
payments by, or on behalf of, any other Person as proceeds from the
sale of Vehicles applicable to such Series (other than Exchanged
Vehicles) or payments of insurance proceeds which are required to be
deposited into the Master Collateral Account applicable to such
Series, whether such payments are in the form of cash, checks, wire
transfers or other forms of payments and whether in respect of
principal, interests, repurchase price, fees, expenses or otherwise,
and (iv) all amounts earned on Permitted Investments of funds in the
Collection Account applicable to such Series. To the extent so
specified in a Supplement, Collections shall also include all proceeds
from the sale of the Notes issued under such Supplement.
"'Controlled Amortization Period' means, with respect to any
Series of Notes to which such term is applicable, the period specified
in the applicable Supplement."
"'Controlled Distribution Amount' means, with respect to any
Class of Notes to which such term is applicable, the amount (or
amounts) specified in the applicable Supplement."
"'Daily Report' is defined in Section 24.6(v) (or, in the case
of the Series 1996-2 Lease, 24.7(v)) of the Base Lease."
"'Definitions List' means this Definitions List, as
supplemented and amended by the Supplement and Amendment to the Base
Indenture, dated as of December 20, 1996, and as further amended or
modified from time to time in accordance with the terms of the
Indenture."
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"'Deposited Funds' with respect to any Series of Notes, means
(i) to the extent relating to any Collateral applicable to such
Series, all funds on deposit in the Collection Account applicable to
such Series, and (ii) in the case of any such Series that is a Series
of Segregated Notes, and to the extent relating to any Assigned
Collateral (as defined in the Supplement relating to such Series)
applicable to such Series, the "Deposit Account" as defined in the
Related Document in which any Noteholder of any such Segregated Notes
grants a security interest in such Assigned Collateral."
"'Distribution Date' means, unless otherwise specified in any
Supplement for the related Series of Notes, the twentieth day of each
calendar month, or, if such day is not a Business Day, the next
succeeding Business Day, commencing (i) May 20, 1996 or (ii) in the
case of any Series created after the date hereof, the first such
twentieth day to occur after the Closing Date for such Series."
"'Expected Final Distribution Date' means, with respect to any
Series of Notes to which such term is applicable, the date stated in
the related Supplement as the date on which such Series of Notes is
expected to be paid in full."
"'Financing Lease' means, with respect to any Series of Notes,
the Base Lease applicable to such Series supplemented by Annex B to
such Lease."
"'Fleet Finance Agreement' means the Fleet Financing Support
Agreement dated as of June 7, 1995 between GM and the B Support Credit
Enhancer under and as defined in the Series 1996-2 Supplement (as
assignee of Citibank and Credit Suisse), as amended, supplemented,
restated or otherwise modified or replaced from time to time, together
with any other fleet financing support agreement between such parties
covering the same subject matter (including, among other vehicles (if
applicable), any Vehicles for the Series 1996-2 Note) as such Fleet
Financing Support Agreement."
"'Indebtedness', as applied to any Person, means, without
duplication, (a) all indebtedness for borrowed money, (b) that portion
of obligations with respect to any lease of any property (whether
real, personal or mixed) that is properly classified as a liability on
a balance sheet in conformity with GAAP, (c) notes payable and drafts
accepted representing extensions of credit whether or not representing
obligations for borrowed money, (d) any obligation owed for all or any
part of the deferred purchase price for property or services, which
purchase price is (i) due more than six months from the date of the
incurrence of the obligation in respect thereof or (ii) evidenced by a
note or similar written instrument, (e) all indebtedness secured by
any Lien on any property or asset owned by the Person regardless of
whether the indebtedness secured thereby shall have been assumed by
that Person or is nonrecourse to the credit of that Person, (f) all
Contingent Obligations of such Person in respect of any
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of the foregoing, and (g) to the extent the term 'Indebtedness'
appears in the Series 1996-2 Lease or the Series 1996-2 Supplement,
all Liabilities of National under the Series 1996-2 Lease and all
other Leases."
"'Initial Vehicles' means, in the case of any Series other
than any Series of Segregated Notes, the Vehicles acquired by National
from Old National under the Asset Purchase Agreement on April 4, 1995."
"'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 The Bank of New York 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 the B Support Credit Enhancer as of May 24,
1996, and the Acceptance by Subordinated Debt Holder, executed by The
Bank of New York 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."
"'Interest Collections' means on any date of determination for
any Series of Notes, all Collections applicable to such Series which,
pursuant to the Lease relating to such Series, represent Monthly
Variable Rent, Monthly Finance Rent or the Availability Payment, plus
any amounts earned on Permitted Investments in the Collection Account
applicable to such Series which are available for distribution on such
date."
"'Interest Period' means (i) with respect to any Series of
Notes other than the Series 1996-2 Note, the period specified in the
related Supplement between, with respect to the initial Interest
Period, the Closing Date and the first Distribution Date, and
thereafter, between Distribution Dates during which interest will
accrue, and (ii) with respect to the Series 1996-2 Note, the Series
1996-2 Interest Period under and as defined in the Series 1996-2
Supplement."
"'Lease' means, for any Series of Notes, the Base Lease
applicable to such Series together with all Lease Annexes applicable
thereto, in each case as the same may be amended, modified or
supplemented from time to time in accordance with its terms."
"'Lease Annex' means, with respect to any Series of Notes,
Annex A or Annex B to the Base Lease applicable to such Series, as the
same may be amended, supplemented or modified from time to time in
accordance with its terms."
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"'Market Value', with respect to any Series of Notes to which
such term is applicable, shall have the meaning specified in the
applicable Supplement."
"'Material Adverse Effect' means, with respect to any
occurrence, event or condition:
(i) a materially adverse effect on the financial
condition, business, assets or operations of National and its
Consolidated Subsidiaries taken as a whole, other than a materially
adverse effect on the business prospects of National and its
Consolidated Subsidiaries taken as a whole that have similarly
affected National's major competitors;
(ii) a materially adverse effect on the ability of (a)
National to perform its material obligations under any of the Related
Documents or (b) the Lessor to perform its material obligations under
any of the Related Documents;
(iii) in the case of any Series of Notes, an adverse effect
on (a) the enforceability of the Lease applicable thereto or (b) on
the priority or perfection of the Trustee's or the Master Collateral
Agent's Lien on a material portion of the Collateral applicable
thereto or the Master Collateral applicable thereto; and
(iv) in the case of any Series of Segregated Notes, any
other occurrence, event or condition defined as being a "Material
Adverse Effect" in the related Supplement."
"'Maximum Lease Commitment' means, on any date of
determination with respect to any Series of Notes, the sum (without
duplication) of (i) the Aggregate Invested Amount on such date for
such Series and all other Series of Related Collateral Series Notes
applicable to such Series, plus (ii) with respect to all such 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 Series of Notes, plus (iii) the aggregate
Net Book Values of all Vehicles leased under the Lease applicable to
such Series on such date that were acquired, financed or refinanced
with funds representing any portion of the Retained Interest, if any
(other than available subordinated amounts), plus (iv) any amounts
held in the Retained Distribution Account, if any, that the Lessor
commits on or prior to such date to invest in new Vehicles (as
evidenced by a Company Order) in accordance with the terms of such
Lease and the Indenture."
"'Maximum Manufacturer Amount' with respect to a Series of
Notes to which such term is applicable is defined in the related
Supplement."
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"'Maximum Non-Program Vehicle Amount' with respect to a Series
of Notes to which such term is applicable is defined in the related
Supplement."
"'Monthly Certificate' is defined in Section 24.6(vi) (or, in
the case of the Series 1996-2 Lease, 24.7(vi)) of the Lease."
"'Monthly Vehicle Statement' is defined in Section 24.6(iv)
(or, in the case of the Series 1996-2 Lease, 24.7(iv)) of the Lease."
"'NFLP Agreements' means, for any Series of Notes, the Lease
relating to such Series, the Subleases (if applicable) relating to
such Lease, the Assignment Agreements relating to such Series, the
Indenture, the Master Collateral Agency Agreement, any Enhancement
Agreement relating to such Series and any other agreements to which
NFLP is a party and relating to such Series (other than such ordinary
course agreements as are permitted pursuant to Sections 8.24 and 8.26
of the Base Indenture and other than Exchange Documents)."
"'NFLP Fleet Finance Agreement' means one or more (as in
effect from time to time) fleet financing support agreements among GM,
the Master Collateral Agent and NFLP and/or any Enhancement Provider
which cover, among other vehicles (if applicable), any Vehicles for
the Series 1996-1 Notes."
"'NFLP Obligations' means, for any Series of Notes, all
principal and interest, at any time and from time to time, owing by
NFLP on such Notes and on all other Related Collateral Series Notes
applicable to such Series, and all costs, fees and expenses payable
by, or obligations of, NFLP under the Indenture and/or the Related
Documents applicable to such Series and such other Series."
"'Non-Program Vehicle Report', in the case of any Lease to
which such term is applicable, is defined in Section 24.6(xi) of such
Lease."
"'Non-Program Vehicle Termination Payment', in the case of any
Lease to which such term is applicable, is defined in Section 12.3 of
such Lease."
"'Operating Lease' means, with respect to any Series of Notes,
the Base Lease applicable to such Series as supplemented by Annex A to
such Lease."
"'Principal Collections' means, for any Series of Notes, any
Collections applicable to such Series other than Interest
Collections."
"'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
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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 has (i) from Standard & Poor's and
Moody's a long-term indebtedness rating not lower than AA and Aa2,
respectively, and a short-term indebtedness rating of A-1+ and P-1,
respectively (and not lower than the comparable ratings from Duff &
▇▇▇▇▇▇, if ▇▇▇▇ & ▇▇▇▇▇▇ is a Rating Agency and provides such ratings
with respect to such institution or company), or (ii) such other
rating which has been approved by the Rating Agencies."
"'Rating Agency' means, with respect to each outstanding
Series of Notes, any rating agency or agencies then issuing a rating
for such Series of Notes at the request of NFLP or National or, if
applicable, any 'Rating Agency' under and as defined in the Supplement
relating to such Series."
"'Rating Agency Condition' means, with respect to any action,
that each Rating Agency shall have notified NFLP, National, any
Enhancement Provider and the Trustee (or in the case of any Commercial
Paper Notes shall have notified National) in writing that such action
will not result in a reduction or withdrawal of the rating (in effect
immediately before the taking of such action) of any outstanding
Series of Notes or Commercial Paper Notes with respect to which it is
a Rating Agency and, with respect to the issuance of a Series of
Notes, the 'Rating Agency Condition' also means that each Rating
Agency that is referred to in the related Supplement as being required
to deliver its rating with respect to such Series of Notes or the
related Commercial Paper Notes, if any, shall have notified NFLP,
National, any Enhancement Provider and the Trustee (or in the case of
any Commercial Paper Notes shall have notified National) in writing
that such rating has been issued by such Rating Agency."
"'Related Documents' means, collectively, for any Series of
Notes, the Indenture, the Notes for such Series and all other Series
of Related Collateral Series Notes applicable to such Series, any
Enhancement Agreement relating to such Series, the Lease relating to
such Series, the Master Collateral Agency Agreement, the Assignment
Agreements relating to such Series, the Intercreditor Agreement, any
Purchase Agreement relating to such Series or to any other Series of
Related Collateral Series Notes applicable to such Series, any
agreements relating to the purchase of any of the Notes for such
Series or any other Related Collateral Series Notes applicable to such
Series, and, in the case of any Series of Segregated Notes, any other
'Related Documents' under and as defined in the Supplement relating
thereto."
"'Required Asset Amount' means, at any date of determination
for any Series of Notes, the sum of (i) the Invested Amounts for all
Series of Notes that do not
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provide for Enhancement in the form of overcollateralization and
including, as applicable, such Series and all other Series of Related
Collateral Series Notes applicable to such Series, plus (ii) the
aggregate amount, with respect to all Series of Notes that provide for
Enhancement in the form of overcollateralization and including, as
applicable, such Series and all other Series of Related Collateral
Series Notes applicable to such Series, of (a) the Invested Amount for
each such Series of Notes (less the Invested Amount of any
subordinated class of Notes constituting a portion of such Series of
Notes) divided (in the case only of clause (ii) above) by (b) 100%
minus the Enhancement Percentage for such Series of Notes."
"'Required Noteholders' means, in connection with any Series
of Notes, Noteholders holding in excess of 50% of the aggregate
Invested Amount of such Series of Notes (excluding, for the purposes
of making the foregoing calculation, any Notes held by National, or
any Affiliate of National other than, in connection with any Series of
Segregated Notes, NFC)."
"'Requisite Investors' means, in connection with any Series of
Notes, Noteholders holding in excess of 50% of the aggregate Invested
Amount of such Series and of all other outstanding Series of Related
Collateral Series Notes applicable to such Series (excluding, for the
purposes of making the foregoing calculation, any notes held by
National, or any Affiliate of National other than, in connection with
any Series of Segregated Notes, NFC)."
"'Secured Parties' (i) is defined in Section 3.1 of the Base
Indenture, other than in connection with any Series of Segregated
Notes, and (ii) in connection with any Series of Segregated Notes, is
defined in the Supplement relating thereto or means the Secured Party
under and as defined in such Supplement, as applicable."
"'Texas Vehicle' means (i) an Eligible Vehicle acquired by
National on or after the Lease Commencement Date for lease in the
State of Texas, or (ii) in the case of any Series of Segregated Notes,
a National Vehicle under and as defined in the Supplement related to
such Series."
"'Vehicle' means, for any Series of Notes, a passenger
automobile or light truck purchased, financed or refinanced by NFLP
under the Lease applicable to such Series and pledged under the Master
Collateral Agency Agreement for the benefit of the Trustee (on behalf
of the applicable Noteholders), but solely during the Vehicle Term for
such Vehicle."
(n) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by adding thereto in alphabetical order the
following definitions:
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"'all Notes' means (i) other than in connection with any
Segregated Notes, all Notes other than any Segregated Notes, and (ii)
in connection with any Segregated Notes in any Series, all Notes of
such Series and all Related Collateral Series Notes applicable to such
Series."
"'all Series of Notes' means (i) other than in connection with
any Series of Segregated Notes, all Series of Notes other than any
Segregated Notes, and (ii) in connection with any Series of Segregated
Notes, such Series and all other Series of Related Collateral Series
Notes applicable to such Series."
"'Commercial Paper Notes', if applicable to any Series of
Notes, has the meaning specified in the Supplement relating thereto."
"'Moody's' means ▇▇▇▇▇'▇ Investors Service, Inc., or any
successor thereto."
"'NFC' means National Fleet Funding Corporation, a Delaware
corporation."
"'Related Collateral Series Notes' means, for any Series of
Notes, any other Notes the NFLP Obligations with respect to which are
identified in the Base Indenture or any Supplement relating to such
Series as being secured by the same Collateral as secures such
Series."
"'Series 1996-2 Lease' means the Lease applicable to the
Series 1996-2 Note."
"'Series 1996-2 Supplement' means the Series 1996-2
Supplement, dated as of December 20, 1996, to the Base Indenture,
creating the Floating Rate Rental Car Asset Backed Variable Funding
Note, Series 1996-2."
"'Variable Funding Note' is defined in Section 2.5(c) of the
Base Indenture."
(o) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definitions of the terms
"Approved Non-Program Vehicle Manufacturer", "Eligible Franchisee", "Exchange
Account", "Exchange Agreement", "Exchange Assignment Agreement", "Exchange
Financing Agreement", "Exchange Documents", "Exchange Lender", "Exchanged
Vehicle", "Exchanged Vehicle Insurance Proceeds", "Exchanged Vehicle Repurchase
Rights", "Lessee Agreements", "Non-Program Vehicle", "Retained Interest",
"Retained Interest Amount", "Retained Interestholder", "Replacement Vehicle",
"Sublease" and "Sublessee" by adding to the beginning of each such definition,
after the word "means", the words ", in the case of any Series of Notes to
which such term is applicable,".
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(p) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definition of the term
"Eligible Manufacturer Program" by adding to the end thereof the following
proviso:
"provided, however, that if applicable to any Series of
Segregated Notes, "Eligible Manufacturer Program" shall, in connection
with such Series, mean, an Eligible Repurchase Program as defined in
the Supplement relating to such Series".
(q) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definition of the term
"Manufacturer Event of Default" by adding to the end thereof the following
proviso:
"provided, however, that if applicable to any Series of
Segregated Notes, "Manufacturer Event of Default" shall, in connection
with such Series, mean a Manufacturer Default as defined in the
Supplement relating to such Series".
(r) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definition of the term
"Manufacturer Program" by adding to the end thereof the following proviso:
"provided, however, that if applicable to any Series of
Segregated Notes, "Manufacturer Program" shall, in connection with
such Series, mean a Repurchase Program as defined in the Supplement
relating to such Series".
(s) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definition of the term
"Permitted Investment" by adding to the end thereof the following proviso:
"provided, however, that if applicable to any Series of
Segregated Notes, "Permitted Investment" shall, in connection with
such Series, mean a Eligible Investment as defined in the Supplement
relating to such Series".
(t) The Definitions List set forth in Schedule I to the
Base Indenture is further amended by amending the definition of the term
"Potential Manufacturer Event of Default" by adding to the end thereof the
following proviso:
"provided, however, that if applicable to any Series of
Segregated Notes, "Potential Manufacturer Event of Default" shall, in
connection with such Series, mean a Potential Manufacturer Default as
defined in the Supplement relating to such Series".
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SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Master Collateral Agent, the Trustee,
the Liquidity Agent (as defined in the Series 1996-2 Supplement) and the NFC
Collateral Agent (as defined in the Series 1996-2 Supplement) shall have
received counterparts of this Amendment executed by NFLP and the Trustee, and
Sections 2 and 3 hereof shall become effective when:
(a) The Master Collateral Agent, the Trustee, the Liquidity
Agent and the NFC Collateral Agent shall have additionally received all of the
following documents, each document (unless otherwise indicated) being dated, or
dated as of, the Series 1996-2 Closing Date (as defined in the Series 1996-2
Supplement) and in form and substance satisfactory to the Master Collateral
Agent, the Trustee, the Liquidity Agent and the NFC Collateral Agent:
(i) The written consent of the Rating Agencies and all
applicable Enhancement Providers to this Amendment,
(ii) Each of the documents set forth in Section 2.2 of the
Base Indenture, Section 3.1(b) of the Series 1996-2 Supplement and
Section 35 of the Lease (as defined in Schedule I to the Base
Indenture giving effect to this Amendment) with respect to the Series
1996-2 Note, it being understood that the Trustee shall receive
original Counterpart No. 1 of the Lease relating to the Series 1996-2
Note (as set forth on the cover page and signature page of such Lease);
(iii) A copy of the limited partnership agreement of NFLP,
together with all other organizational documents of NFLP, duly
certified by a Responsible Officer of NFLP;
(iv) Copies of resolutions of the Board of Directors of
the General Partner of NFLP authorizing or ratifying the execution,
delivery and performance of this Amendment, the Base Indenture as
amended hereby, and the other Related Documents to which NFLP is
party, duly certified by the Secretary or Assistant Secretary of such
General Partner;
(v) Certified copies of all documents evidencing any
necessary corporate or partnership action, as applicable, by the
General Partner of NFLP or NFLP, as applicable, consents and
governmental approvals (if any) with respect to this Amendment, the
Base Indenture as amended hereby, and the other Related Documents to
which NFLP is party;
(vi) A certificate of each of the Secretary or an
Assistant Secretary of the General Partner of NFLP, certifying the
names of the individual or individuals authorized to sign this
Amendment and the other Related Documents to which NFLP is party,
together with a sample of the true signature of each such individual
(the
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Master Collateral Agent, the Trustee, the Liquidity Agent and the NFC
Collateral Agent may conclusively rely on each such certificate until
formally advised by a like certificate of any changes therein);
(vii) The favorable opinion of Faegre & ▇▇▇▇▇▇ LLP, counsel
for NFLP and the General Partner of NFLP, addressed to National, the
Trustee, the NFC Collateral Agent, the Master Collateral Agent, the
Series 1996-2 Fronting Credit Enhancers, the Series 1996-2 Support
Credit Enhancers, the Liquidity Agent, the Depositary, the Placement
Agents, the Dealers and the Rating Agencies; and the favorable opinion
of counsel to the Trustee addressed to NFLP, National, NFC, the NFC
Collateral Agent, the Master Collateral Agent, the Liquidity Agent,
the Series 1996-2 Fronting Credit Enhancers, the Series 1996-2 Support
Credit Enhancers and the Rating Agencies; in each case, satisfactory
in form and substance to the addressees thereof and including, among
other things, in the case of the opinion of Faegre & ▇▇▇▇▇▇ LLP, the
opinion that NFLP's execution and delivery of this Amendment and its
performance of the Base Indenture as amended hereby does not, and will
not, adversely affect in any material respect the interests of any
Noteholder;
(viii) Certificates of good standing for each of the General
Partner of NFLP and NFLP in the jurisdiction of its organization and
the jurisdiction of its principal place of business;
(ix) A written search report from a Person satisfactory to
the Master Collateral Agent, the Trustee, the Liquidity Agent and the
NFC Collateral Agent listing all effective financing statements that
name NFLP as debtor or assignor and that are filed in the
jurisdictions in which filings were made pursuant to clause (x) below,
together with copies of such financing statements, and tax and
judgment lien search reports from a Person satisfactory to the Master
Collateral Agent, the Trustee, the Liquidity Agent and the NFC
Collateral Agent showing no evidence of such liens filed against NFLP
(other than in connection with any Related Documents);
(x) Executed, proper financing statements on Form UCC-1,
(i) naming NFLP as debtor and the Master Collateral Agent as secured
party, or other, similar instruments or documents, as may be necessary
or, in the reasonable opinion of the Master Collateral Agent, the
Trustee, the Liquidity Agent or the NFC Collateral Agent, desirable
under the UCC of all applicable jurisdictions to perfect the Master
Collateral Agent's interest in the Master Collateral with respect to
which the NFC Collateral Agent is designated as the Beneficiary, and
(ii) naming NFLP as debtor and the Trustee as secured party, as may be
necessary or, in the reasonable opinion of the Trustee, the Liquidity
Agent or the NFC Collateral Agent, desirable under the UCC of all
applicable jurisdictions to perfect the Trustee's interest in the
Collateral;
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(xi) A certificate of the Lessee and Servicer, executed by
a Responsible Officer thereof, setting forth the representation and
warranty of the Lessee and Servicer that, as of the effective date
hereof, there are no Initial Vehicles that are part of the Refinanced
Vehicles under any Lease; and
(xii) Such other documents as the Master Collateral Agent,
the Trustee, the Liquidity Agent or the NFC Collateral Agent may
reasonably request;
(b) All conditions to the effectiveness of the Series
1996-2 Supplement and the issuance of the Series 1996-2 Note thereunder shall
have been satisfied in all respects;
(c) All conditions to the effectiveness of the Second
Amendment to Liquidity Agreement, dated as of December 20, 1996, shall have
been satisfied in all respects; and
(d) All conditions to the effectiveness of the Lease
relating to the Series 1996-2 Note shall have been satisfied in all respects.
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 Base Indenture to "this
Indenture", "hereunder", "hereof" or words of like import referring to the Base
Indenture, and each reference in the other Related Documents to "the Base
Indenture" or "the Indenture", "thereunder", "thereof" or words of like import
referring to the Base Indenture, shall mean and be a reference to the Base
Indenture as supplemented and amended hereby, and each reference in the Related
Documents to "the Definitions List attached to the Base Indenture as Schedule I
thereto" or words of like import shall mean and be a reference to the
"Definitions List" as defined in the Base Indenture as supplemented and amended
by this Amendment.
(b) Except as specifically supplemented and amended above
or as contemplated by Section 3 above, the Base Indenture 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 Base Indenture and all of the Collateral described therein do
and shall continue to secure the payment of all NFLP Obligations to which such
Collateral is applicable (giving effect to this Amendment).
(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.
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SECTION 5. Costs and Expenses. NFLP agrees to pay on demand
all costs and expenses of the Master Collateral Agent, the Trustee, the
Liquidity Agent and the NFC Collateral Agent in connection with the
preparation, execution, delivery and administration of this Amendment and the
other instruments and documents to be delivered under, or as contemplated by,
Section 3 hereof, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Master Collateral Agent, the Trustee,
the Liquidity Agent and the NFC Collateral Agent with respect thereto and with
respect to advising the Master Collateral Agent, the Trustee, the Liquidity
Agent and the NFC Collateral Agent as to their respective rights and
responsibilities hereunder and thereunder.
SECTION 6. No Recourse. The obligations of NFLP under this
Amendment are solely the obligations of NFLP and are payable solely from the
assets of NFLP. No recourse shall be had for the payment of any amount owing
in respect of any fee hereunder or any other obligation or claim arising out of
or based upon this Amendment against any limited partner of NFLP or against the
capital or any other asset of the General Partner or against any stockholder,
employee, officer, director or incorporator of the General Partner. Fees,
expenses or costs payable by NFLP hereunder shall be payable by NFLP to the
extent and only to the extent that NFLP is reimbursed therefor pursuant to any
Lease (as defined giving effect to this Amendment) or the Related Documents (as
defined giving effect to this Amendment), or funds are then available or
thereafter become available for such purpose pursuant to Article 5 of the Base
Indenture.
SECTION 7. 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 8. 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 FINANCING
LIMITED PARTNERSHIP
By: NATIONAL CAR RENTAL
FINANCING CORPORATION,
its General Partner
By: /s/ ▇.▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Title: Asst. Secretary and Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. Laser
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. Laser
Title: Assistant Vice President