Exhibit 10.3
AMENDMENT NO 1
DATED AS OF OCTOBER 28, 1999
TO
SOLD SUBI SUPPLEMENT 1999-1A
TO ORIGINATION TRUST AGREEMENT
AMONG
RAVEN FUNDING LLC,
AS SETTLOR AND INITIAL BENEFICIARY,
PHH VEHICLE MANAGEMENT SERVICES LLC,
AS UTI TRUSTEE AND SERVICER,
AND
WILMINGTON TRUST COMPANY,
AS DELAWARE TRUSTEE AND SUBI TRUSTEE
DATED AS OF JUNE 30, 1999
AMENDMENT, dated as of October 28, 1999 ("Amendment"), to SOLD SUBI
SUPPLEMENT 1999-1A TO ORIGINATION TRUST AGREEMENT, dated as of June 30, 1999,
among Raven Funding LLC, a special purpose limited liability company
established under the laws of Delaware ("SPV"), as Settlor and Initial
Beneficiary, PHH Vehicle Management Services LLC, a limited liability company
established under the laws of Delaware ("VMS"), as UTI Trustee and Servicer,
and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the SPV, VMS and the Trustee are parties to a Sold SUBI
Supplement 1999-IA to Origination Trust Agreement, dated as of June 30, 1999
(the "Lease SUBI Supplement");
WHEREAS, the SPV, VMS and the Trustee desire to amend certain terms
of the Lease SUBI Supplement; and
WHEREAS, the SPV, VMS and the Trustee have duly authorized the
execution and delivery of this Amendment.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Lease SUBI
Supplement be amended and supplemented as follows:
SECTION 1: CERTAIN DEFINED TERMS
Certain capitalized terms used herein, and not defined herein,
shall have the respective meanings assigned to such terms in the Lease SUBI
Supplement as the same may be amended, supplemented or otherwise modified
from time to time.
SECTION 2: AMENDMENT TO SECTION 11.2 OF LEASE SUBI SUPPLEMENT
A new subsection shall be inserted following subsection (d) to
Section 11.2 as follows:
"(e) Initial Beneficiary hereby directs the UTI Trustee to identify on
the books and records of the Origination Trust, and allocate exclusively to
the 1999-1A Sold SUBI Portfolio as additional 1991-1A Sold SUBI Assets, the
Master Lease Agreements listed on Schedule A hereto (each of which is an
Additional Equipment Asset), all Leases entered into under those Master Lease
Agreements as of the date hereof, all Leased Vehicles subject to those Leases
and all Paid-In Advance Vehicles relating to those Master Lease Agreements;
and all other Trust Assets to the extent related thereto, including without
limitation, the Initial Beneficiary's rights under the Additional Equipment
-2-
Assets Contribution Agreement and the Additional Equipment Assets Sale
Agreement (other than Trust Assets described in clause (h) of the definition
thereof). In connection with such allocation, the UTI Trustee shall amend
Schedule I hereto to add each such Master Lease Agreement listed on Schedule
A and the related Trust Assets. As a condition to such identification and
allocation, the Servicer shall have delivered to the SPV, the Issuer and the
Indenture Trustee a certification as October 28, 1999 of an Authorized
Officer with respect to such Master Lease Agreement and Leases substantially
to the effect set forth in Exhibit C."
SECTION 3: AMENDMENT OF EXHIBIT C
Exhibit C to the Lease SUBI Supplement is hereby amended in its
entirety to read as set forth in Exhibit C to this Amendment.
SECTION 4: MISCELLANEOUS
Section 4.1 Duplicate Originals.
The parties may sign any number of copies of this Amendment. One
signed copy is enough to prove this Amendment.
Section 4.2 Ratification and Effect.
The Lease SUBI Supplement, as amended and supplemented by this
Amendment No. 1, is in all respects ratified and confirmed, shall continue to
be in full force and effect, and shall be read, taken and construed as one
and the same instrument.
Section 4.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
Section 4.4 Headings. The various headings in this Amendment are
for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Amendment.
Section 4.5 Counterparts. This Amendment may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute one
and the same instrument.
Section 4.6 Severability of Provisions. If any one or more of the
covenants, agreement, provisions or terms of this Amendment shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed enforceable to the fullest extent
-3-
permitted, and if not so permitted, shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions
of this Amendment.
-4-
IN WITNESS WHEREOF, the SPV, VMS and the Trustee have caused this
Amendment No. 1 to be duly executed by their respective duly authorized
officers as of the day and year first written above.
RAVEN FUNDING LLC
By: _____________________________
Name: ____________________________
Title: __________________________
PHH VEHICLE MANAGEMENT SERVICES LLC
By: _____________________________
Name: ____________________________
Title: _________________________
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee and SUBI Trustee
By: ________________________________
Name: ______________________________
Title: ____________________________
-5-
IN WITNESS WHEREOF, the SPV, VMS and the Trustee have caused this
Amendment No. 1 to be duly executed by their respective duly authorized
officers as of the day and year first written above.
RAVEN FUNDING LLC
By: ____________________________
Name: ___________________________
Title: _________________________
PHH VEHICLE MANAGEMENT SERVICES LLC
By: _____________________________
Name: ___________________________
Title: _________________________
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee and SUBI Trustee
By: _____________________________
Name: ___________________________
Title: ________________________
-6-
Exhibit C to Sold SUBI 1999-1A
Supplement to Origination Trust
Agreement
FORM OF OFFICER'S CERTIFICATE
In connection with Raven Funding LLC's ("SPV") contribution
of certain of the Trust Assets to the Origination Trust pursuant to the
Contribution Agreement and the Additional Equipment Assets Contribution
Agreement and the allocation of the Trust Assets to the 1999-IA SUBI on the
date hereof, the undersigned, in my capacity as a duly elected Authorized
Officer of PHH Vehicle Management Services LLC, as servicer under the Sold
SUBI Supplement 1999-1A to Origination Trust Agreement (the "Servicer"),
dated as of June 30, 1999 (the "Sold SUBI 1999-1A Supplement"), among SPV,
Wilmington Trust Company, as Delaware trustee and SUBI Trustee, and the
Servicer, as amended and supplemented from time to time do hereby certify, on
behalf of the Servicer that:
(a) all of the Master Lease Agreements allocated to the 1999-IA
SUBI on the date hereof are Eligible Master Leases as of the date hereof;
(b) all of the Leases under such Master Lease Agreements, to the
extent included in the Aggregate Lease Balance as of the date hereof, are
Eligible Leases as of the date hereof; and
(c) all of the Consumer Leases allocated to the 1999-IA SUBI on
the date hereof are Eligible Consumer Leases as of the date hereof.
This certificate is delivered to you pursuant to Section 11.2(d) of
the Sold SUBI Servicing Supplement.
Capitalized term used herein but not defined herein shall have the
meanings ascribed to them in the Sold SUBI 1999-1A Supplement.
IN WITNESS WHEREOF, I have hereunto signed my name as of this __ day
of _____________, _____, on behalf of the Servicer, in my capacity as an
Authorized Officer thereof.
PHH VEHICLE MANAGEMENT SERVICES
LLC, as Servicer
By: ____________________________
Name:
Title:
-7-