Exhibit 4.67
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RENTAL CAR FINANCE CORP.,
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
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SERIES 2002-1 SUPPLEMENT
dated as of June 4, 2002
to
BASE INDENTURE
dated as of December 13, 1995,
as amended by
AMENDMENT TO BASE INDENTURE,
dated as of December 23, 1997
Rental Car Asset Backed Notes, Series 2002-1
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TABLE OF CONTENTS
Page
ARTICLE 1.
DESIGNATION
Section 1.1 Designation..................................................1
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Section 2.1 Definitions and Construction.................................3
ARTICLE 3.
GRANT OF RIGHTS UNDER THE MASTER LEASE
Section 3.1 Grant of Security Interest..................................34
ARTICLE 4.
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.6 Establishment of Group III Collection Account, Series
2002-1 Collection Account, Series 2002-1 Excess
Funding Account and Series 2002-1 Accrued Interest
Account...................................................37
Section 4.7 Allocations with Respect to the Series 2002-1 Notes.........38
Section 4.8 Monthly Payments............................................44
Section 4.9 Deposits in Respect of Payment of Note Interest.............46
Section 4.10 Deposits in Respect of Payment of Note Principal............47
Section 4.11 Retained Distribution Account...............................50
Section 4.12 Series 2002-1 Distribution Account..........................51
Section 4.13 The Master Servicer's Failure to Instruct the Trustee
to Make a Deposit or Payment..............................52
Section 4.14 Lease Payment Loss Draw on Series 2002-1 Letter of
Credit....................................................53
Section 4.15 Claim Under the Demand Note.................................53
Section 4.16 Series 2002-1 Letter of Credit Termination Demand...........54
Section 4.17 The Series 2002-1 Cash Collateral Account...................56
Section 4.18 Application of Cash Liquidity Amount; Restrictions
on Amounts Drawn Under Series 2002-1 Letter of
Credit....................................................58
Section 4.19 Claims on Series 2002-1 Policy..............................59
Section 4.20 Exchange of Vehicles........................................60
Section 4.21 Deficiencies in Payments....................................60
Section 4.22 Appointment of Trustee to Hold Letter of Credit.............61
Section 4.23 Series 2002-1 Interest Rate Cap.............................61
ARTICLE 5.
AMORTIZATION EVENTS
Section 5.1 Series 2002-1 Amortization Events...........................62
Section 5.2 Waiver of Past Events.......................................63
i
ARTICLE 6.
COVENANTS
Section 6.1 Minimum Subordinated Amount.................................64
Section 6.2 Minimum Letter of Credit Amount.............................64
Section 6.3 Series 2002-1 Policy........................................64
Section 6.4 Series 2002-1 Interest Rate Cap.............................64
Section 6.5 Monthly Reporting...........................................64
ARTICLE 7.
FORM OF SERIES 2002-1 NOTES
Section 7.1 Class A Notes...............................................64
Section 7.2 Issuances of Additional Notes...............................65
ARTICLE 8.
GENERAL
Section 8.1 Repurchase of Notes.........................................66
Section 8.2 Payment of Rating Agencies' Fees............................66
Section 8.3 Exhibits....................................................66
Section 8.4 Ratification of Base Indenture..............................67
Section 8.5 Counterparts................................................67
Section 8.6 Governing Law...............................................67
Section 8.7 Amendments..................................................67
Section 8.8 Notice to Series 2002-1 Insurer and Rating Agencies.........67
Section 8.9 Series 2002-1 Insurer Deemed Noteholder and Secured
Party; Insurer Default....................................68
Section 8.10 Assignment of Claims........................................68
Section 8.11 Third Party Beneficiary.....................................68
Section 8.12 Prior Notice by Trustee to Series 2002-1 Insurer............68
Section 8.13 Subrogation.................................................69
ii
Schedule 1 - Maximum Manufacturer Percentages
Exhibit A-1 - Form of Restricted Global Class A Note
Exhibit A-2 - Form of Temporary Global Class A Note
Exhibit A-3 - Form of Permanent Global Class A Note
Exhibit B Reserved
Exhibit C - Form of Demand Note
Exhibit D - Form of Notice of Series 2002-1 Lease Payment Losses
iii
THIS SERIES 2002-1 SUPPLEMENT, dated as of June 4, 2002 (as the same
may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms hereof and of the Base Indenture referred to below,
this "Supplement") between RENTAL CAR FINANCE CORP., a special purpose Oklahoma
corporation ("RCFC" or the "Issuer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company, a New York banking corporation
(together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the "Trustee"), to the Base Indenture, dated as of
December 13, 1995, between RCFC and the Trustee, as amended by Amendment to Base
Indenture, dated as of December 23, 1997, between RCFC and the Trustee (as
amended by such amendment and as the same may be further amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms,
exclusive of Supplements creating a new Series of Notes, the "Base Indenture").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Sections 2.2, 2.3, 11.1 and 11.3 of the Base Indenture
provide, among other things, that RCFC and the Trustee may at any time and from
time to time enter into a Series Supplement to the Base Indenture for the
purpose of authorizing the issuance of one or more Series of Notes;
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE 1.
DESIGNATION
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Section 1.1 Designation(a) . (a) There is hereby created a Series
of Notes to be issued pursuant to the Base Indenture and this Supplement and
such Series of Notes shall be designated generally as Rental Car Asset Backed
Notes, Series 2002-1. The Rental Car Asset Backed Notes, Series 2002-1, shall be
issued in one class: the Class A Floating Rate Rental Car Asset Backed Notes,
designated herein as the "Class A Notes".
(b) The net proceeds from the sale of the Series 2002-1 Notes shall
be deposited into the Group III Collection Account, and shall be used (i) on and
after the Series 2002-1 Closing Date, to finance the acquisition by Thrifty and
Dollar of Financed Vehicles or to finance Eligible Receivables or to refinance
the same; (ii) on and after the Series 2002-1 Closing Date, to acquire Acquired
Vehicles from certain Eligible Manufacturers, Auctions or otherwise or to
refinance the same; and (iii) in certain circumstances, to pay principal on
amortizing Group III Series of Notes other than the Series 2002-1 Notes.
(c) The Series 2002-1 Notes are a Segregated Series of Notes (as more
fully described in the Base Indenture) and are hereby designated as a "Group III
Series of Notes". On March 6, 2001, RCFC and the Trustee also entered into a
supplement (as amended by that certain Amendment No. 1, dated as of December 21,
2001 and as the same may be further amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof the "Series
2001-1 Supplement") to the Base Indenture pursuant to which RCFC issued a
segregated Series of Notes (the "Series 2001-1 Notes") designated as a "Group
III Series of Notes." The Issuer may, with the prior written consent of the
Series 2002-1 Insurer, from time to time issue additional Series of Notes (the
Series 2001- Notes, the Series 2002-1 Notes and any such additional Series,
each, a "Group III Series of Notes" and, collectively, the "Group III Series of
Notes") that the related Series Supplements will indicate are entitled to share,
together with the Series 2002-1 Notes, the Series 2001-1 Notes and any other
Group III Series of Notes, in the Group III Collateral and any other Collateral
and Master Collateral designated as security for the Series 2001-1 Notes, the
Series 2002-1 Notes and such other Group III Series of Notes under the Series
2001-1 Supplement, this Supplement, under the Series Supplement related to such
other Group III Series of Notes and the Master Collateral Agency Agreement.
Accordingly, all references in this Supplement to "all" Series of Notes (and all
references in this Supplement to terms defined in the Base Indenture that
contain references to "all" Series of Notes) shall refer to all Group III Series
of Notes.
(d) If, notwithstanding the foregoing provisions of this Section 1.1
and the provisions of Section 2.2 of the Master Collateral Agency Agreement, the
Series 2002-1 Notes are determined by any court to be secured by collateral,
other than the Group III Collateral and any other collateral designated as
security for the Series 2002-1 Notes (and, as applicable, any other Series of
Group III Notes) under this Supplement or any other supplement to the Base
Indenture relating to the issuance of any other Series of Group III Notes
thereunder or under the Master Collateral Agency Agreement or any other Related
Document (such collateral other than as specified, the "Non-Group III
Collateral"), then the interest of the Series 2002-1 Noteholders in such
Non-Group III Collateral shall be subordinate in all respects to the interests
of the Noteholders of the Series of Notes (other than with respect to
collections designated by RCFC as shared collections allocable to the Series
2002-1 Notes) to which such Non-Group III Collateral was pledged by the terms of
the Base Indenture, the Master Collateral Agency Agreement or any other Related
Document. The following shall govern the interpretation and construction of the
provisions of this Supplement: (i) this Section 1.1(d) is intended to constitute
a subordination agreement under New York law and for purposes of Section 510(a)
of the Bankruptcy Code, (ii) the subordination provided for in this Section
1.1(d) is intended to and shall be deemed to constitute a "complete
subordination" under New York law, and, as such, shall be applicable whether or
not the Issuer or any Series 2002-1 Noteholder is a debtor in a case (a
"bankruptcy case") under the Bankruptcy Code (or any amended or successor
version thereof), (iii) (A) any reference to the Series 2002-1 Notes shall
include all obligations of the Issuer now or hereafter existing under each of
such Series 2002-1 Notes, whether for principal, interest, fees, expenses or
otherwise, and (B) without limiting the generality of the foregoing, "interest"
owing on the Series 2002-1 Notes shall expressly include any and all interest
accruing after the commencement of any bankruptcy case or other insolvency
proceeding where the Issuer is the debtor, notwithstanding any provision or rule
of law (including, without limitation, 11 U.S.C. ▇▇.▇▇. 502, 506(b) (1994) (or
any amended or successor version thereof)) that might restrict the rights of any
holder of an interest in the Series 2002-1 Notes, as against the Issuer or any
one else, to collect such interest, (iv) "payments" prohibited under the
subordination provisions of this Section 1.1(d) shall include any distributions
of any type, whether cash, other debt instruments, or any equity instruments,
regardless of the source thereof, and (v) the holder of any interest in the
Series 2002-1 Notes retains such holder's right, under 11 U.S.C. ss. 1126 (1994)
(or any amended or successor version thereof), to vote to accept or reject any
plan of reorganization proposed for the Issuer in any subsequent bankruptcy of
the Issuer; provided, however, that, regardless of any such vote or of the
exercise of any other rights such holder (or its agents) may have under the
Bankruptcy Code, and without limiting the generality of the other clauses of
this Section 1.1 (d), any distributions that such holder is to receive on
account of such holder's interest in the Series 2002-1 Notes under any such plan
of reorganization, from the Issuer, from any collateral, from any guarantor, or
from any other source shall be subordinated in right of payment as set forth
herein and shall instead be distributed in the order of priority set forth
herein.
2
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
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Section 2.1 Definitions and Construction. (a) All capitalized terms
not otherwise defined in this Supplement are defined in the Definitions List
attached to the Base Indenture as Schedule 1 thereto (as the same may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms of the Base Indenture, the "Definitions List"). All
capitalized terms defined in this Supplement that are also defined in the
Definitions List to the Base Indenture shall, unless the context otherwise
requires, have the meanings set forth in this Supplement. All references to
"Articles", "Sections" or "Subsections" herein shall refer to Articles, Sections
or Subsections of the Base Indenture, except as otherwise provided herein.
Unless otherwise stated herein, as the context otherwise requires or if such
term is otherwise defined in the Base Indenture, each capitalized term used or
defined herein shall relate only to the Series 2002-1 Notes and not to any other
Series of Notes issued by RCFC. In addition, with respect to the Series 2002-1
Notes, references in the Base Indenture to (i) the "Lease" shall be deemed to
refer to the Master Lease, (ii) "Thrifty Finance" shall be deemed to refer to
RCFC, (iii) "Lessee" shall be deemed to refer to any or all of the Lessees under
the Master Lease, (iv) "Servicer" shall be deemed to refer to the Master
Servicer, and (v) when the terms "Lease," "Thrifty Finance," "Lessee" or
"Servicer" are embedded in a defined term within the Base Indenture, they shall
be deemed to refer to the corresponding concept described in clauses (i) through
(iv), as applicable, except in each case as otherwise specified in this
Supplement or as the context may otherwise require.
(b) The following words and phrases shall have the following meanings
with respect to the Series 2002-1 Notes, and the definitions of such terms are
applicable to the singular as well as the plural form of such terms and to the
masculine as well as the feminine and neuter genders of such terms:
"Accumulated Principal Draw Amount" means, with respect to draws made
under the Series 2002-1 Letter of Credit during any Insolvency Period, the total
amount with respect to such draws allocated to the Series 2002-1 Noteholders
pursuant to Section 4.10(a)(iii) during such Insolvency Period.
"Acquired Vehicles" means any Eligible Vehicles acquired by RCFC and
leased by RCFC to any of the Lessees under Annex A of the Master Lease.
"Additional Depreciation Charge" means, with respect to each
Non-Program Vehicle leased under the Master Lease as of the last day of the
Related Month, an amount (which may be zero) allocated to such Non-Program
Vehicle by the Master Servicer such that the sum of such amounts with respect to
all Non-Program Vehicles shall be equal to the amount, if any, by which (i) the
aggregate Net Book Value of all such Non-Program Vehicles exceeds (ii) the three
(3) month rolling average of the aggregate Market Value of such Non-Program
Vehicles determined as of such day and the first day of each of the two (2)
calendar months preceding such day.
3
"Additional Lessee" has the meaning specified in Section 28 of the
Master Lease.
"Additional Notes" means additional Series 2002-1 Notes issued
pursuant to Section 7.3 of this Supplement.
"Additional Overcollateralization Amount" means, as of any date of
determination, an amount equal to (a) the Overcollateralization Portion on such
date divided by the Series 2002-1 Enhancement Factor as of such date minus (b)
the Overcollateralization Portion as of such date.
"Aggregate Asset Amount" means, with respect to the Series 2002-1
Notes, on any date of determination, without duplication, the sum of (i) the Net
Book Value of all Group III Vehicles as of such date with respect to which the
applicable Vehicle Lease Expiration Date has not occurred, plus (ii) the
Exchange Agreement Group III Rights Value as of such date, plus (iii) all
Manufacturer Receivables, as of such date, due to RCFC, Thrifty or Dollar from
Eligible Manufacturers under and in accordance with their respective Eligible
Vehicle Disposition Programs, or from Eligible Manufacturers as incentive
payments, allowances, premiums, supplemental payments or otherwise, in each case
with respect to Group III Vehicles at any time owned, financed or refinanced by
RCFC, or with respect to amounts otherwise transferred to RCFC, and pledged to
the Master Collateral Agent, constituting Group III Collateral plus (iv) all
amounts (other than amounts specified in clause (iii) above) receivable, as of
such date, by RCFC, Thrifty or Dollar from any Person in connection with the
Auction, sale or other disposition of Group III Vehicles, plus (v) all accrued
and unpaid Monthly Base Rent and Monthly Supplemental Payments (other than
amounts specified in clauses (iii) and (iv) above) payable as of such date in
respect of the Group III Vehicles, plus (vi) cash and Permitted Investments on
deposit as of such date in the Collection Account constituting Group III
Collateral (less any portion thereof allocated to the Retained Interest), plus
(vii) cash and Permitted Investments as of such date constituting Group III
Collateral and cash and Permitted Investments as of such date in the Master
Collateral Account constituting Group III Master Collateral.
"Annual Certificate" is defined in Section 24.4(g) of the Master
Lease.
"Asset Amount Deficiency" means, with respect to the Series 2002-1
Notes as of any date of determination, the amount, if any, by which the Required
Asset Amount exceeds the Aggregate Asset Amount, in each case, as of such date
of determination.
"Assignment Agreement" means a Vehicle Disposition Program ssignment
Agreement, in the form attached as Exhibit F to the Master Collateral Agency
Agreement, or in such other form as is acceptable to the Rating Agencies,
between a Lessee and/or RCFC as the case may be, as assignor, and the Master
Collateral Agent, as assignee, and acknowledged by the applicable Manufacturer,
pursuant to which such Lessee and/or RCFC, as the case may be, assigns as
collateral to the Master Collateral Agent all of such Lessee's and/or RCFC's, as
the case may be, right, title and interest in, to and under a Vehicle
Disposition Program.
4
"Auction Procedures" means, with respect to any Program Vehicle, the
terms governing the disposition of such Program Vehicles under the applicable
Vehicle Disposition Program.
"Authorized Officer" means (a) as to RCFC, any of its President, any
Vice President, the Treasurer or an Assistant Treasurer, the Secretary or any
Assistant Secretary and (b) as to DTAG (including in its capacity as the Master
Servicer), Thrifty (including in its capacities as a Lessee and as a Servicer),
Dollar (including in its capacities as a Lessee and as a Servicer), any
Additional Lessee or additional Servicer, those officers, employees and agents
of DTAG, Thrifty, Dollar, such Additional Lessee or such other Servicer, as the
case may be, in each case whose signatures and incumbency shall have been
certified as the authentic signatures of duly qualified and elected persons
authorized to act on behalf of such entities.
"Availability Payment" is defined in Section 5.2 of the Master Lease.
"Available Draw Amount" means (i) on any day prior to the occurrence
of a Voluntary Insolvency Event or an Involuntary Insolvency Event, the Series
2002-1 Letter of Credit Amount on such day, less the difference, if positive,
between the Minimum Liquidity Amount on such day and the Cash Liquidity Amount,
if any, on such day and (ii) on any day on and after the occurrence of a
Voluntary Insolvency Event or an Involuntary Insolvency Event, the Series 2002-1
Letter of Credit Amount on such day.
"Base Indenture" has the meaning set forth in the preamble hereto.
"Board of Directors" means the Board of Directors of DTAG, RCFC,
Thrifty or Dollar, as applicable, or any authorized committee of the Board of
Directors.
"Carrying Charges" means, as of any day, (i) without duplication, the
aggregate of all Trustee fees, servicing fees (other than supplemental servicing
fees), Series 2002-1 Insurer Payments, Series 2002-1 Insurer Reimbursement
Amounts, fees, expenses and costs payable by RCFC in connection with an Exchange
Program, and other fees and expenses and indemnity amounts, if any, payable by
RCFC, the Master Servicer or any Servicer under the Base Indenture or the other
Related Documents or other agreements with Enhancement Providers, if any, which
have accrued with respect to the Series 2002-1 Notes during the Related Month,
plus (ii) without duplication, all amounts payable by the Lessees (in case of a
Lease Event of Default) which have accrued during the Related Month.
"Carryover Controlled Amortization Amount" (as such term is used in
Section 24.4(b) of the Master Lease) means, with respect to this Series, the
Series 2002-1 Carryover Controlled Amortization Amount.
"Cash Liquidity Amount" means, at any time, the amount of funds, if
any, set aside by RCFC in the Series 2002-1 Excess Funding Account as all or a
portion of the Minimum Liquidity Amount at such time.
5
"Casualty" means, with respect to any Vehicle, that (i) such Vehicle
is lost, stolen (and not recovered within 60 days of being reported stolen),
destroyed, damaged, seized or otherwise rendered permanently unfit or
unavailable for use (including Vehicles that are rejected pursuant to Section
2.2 of the Master Lease), or (ii) such Vehicle is not accepted for Auction or
repurchase by the Manufacturer in accordance with the related Vehicle
Disposition Program for any reason within thirty (30) days of initial submission
and is not designated a Non-Program Vehicle pursuant to Section 14 of the Master
Lease (other than, in the case of clause (ii) above, the applicable
Manufacturer's willful refusal or inability to comply with its obligations under
its Vehicle Disposition Program).
"Certificate of Credit Demand" means a certificate in the form of
Annex A to the Series 2002-1 Letter of Credit.
"Certificate of Termination Demand" means a certificate in the form of
Annex B to the Series 2002-1 Letter of Credit.
"Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.
"Class A Notes" means any one of the Series 2002-1 Floating Rate
Rental Car Asset Backed Notes, Class A, executed by RCFC and authenticated and
delivered by or on behalf of the Trustee, substantially in the form of Exhibit
▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3. Definitive Class A Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.19 of the Base Indenture.
"Class A Rate" means, for any Series 2002-1 Interest Period, LIBOR
plus 0.26% per annum; provided, however, that the Class A Rate shall in no event
be higher than the maximum rate permitted by applicable law.
"Collections" means (i) all payments including, without limitation,
all Recoveries and Lease Payment Recoveries, by, or on behalf of a Lessee under
the Master Lease, (ii) all Credit Draws under the Series 2002-1 Letter of Credit
and withdrawals from the Series 2002-1 Cash Collateral Account, (iii) all
payments including, without limitation, all Recoveries and Lease Payment
Recoveries, by, or on behalf of any Manufacturer, under its Vehicle Disposition
Program or any incentive program, (iv) the Unused Exchange Proceeds and all
Substitute Group III Exchanged Vehicle Proceeds, (v) all payments including,
without limitation, all Recoveries and Lease Payment Recoveries, by, or on
behalf of any other Person as proceeds from the sale of Group III Vehicles,
payment of insurance proceeds, whether such payments are in the form of cash,
checks, wire transfers or other forms of payment and whether in respect of
principal, interest, repurchase price, fees, expenses or otherwise, (vi) all
Interest Rate Cap Payments, and (vii) all amounts earned on Permitted
Investments arising out of funds in the Group III Collection Account and in the
Master Collateral Account (to the extent allocable to the Trustee as Beneficiary
thereunder for the benefit of the Series 2002-1 Noteholders) provided that the
amount included in clauses (i) through (vii) shall not include any Exchange
Proceeds until such time as RCFC is permitted to receive, pledge, borrow or
otherwise obtain the benefits of such Exchange Proceeds consistent with the
limitations set forth in the "safe harbor" provisions of Treasury Regulation ss.
1.1031(k)-1(g)(6).
6
"Condition Report" means a condition report with respect to a Group
III Vehicle, signed and dated by a Lessee or a Franchisee and any Manufacturer
or its agent in accordance with the applicable Vehicle Disposition Program.
"Credit Demand" means a demand for a LOC Credit Disbursement under
the Series 2002-1 Letter of Credit pursuant to a Certificate of Credit Demand.
"Credit Draw" means a draw on the Series 2002-1 Letter of Credit
pursuant to a Certificate of Credit Demand.
"Daewoo" means Daewoo Motor America, Inc., a Delaware corporation.
"Daily Report" is defined in Section 24.4(a) of the Master Lease.
"DaimlerChrysler" means DaimlerChrysler Corporation, a Delaware
corporation.
"Defaulting Manufacturer" is defined in Section 18 of the Master
Lease.
"Demand Note" means that certain Demand Note, dated as of June 4, 2002
made by DTAG to RCFC in substantially the form attached as Exhibit C to this
Supplement.
"Depreciation Charge" means, for any date of determination, (a) with
respect to any Program Vehicle leased under the Master Lease with respect to
Group III Vehicles, the scheduled daily depreciation charge for such Vehicle set
forth by the Manufacturer in its Vehicle Disposition Program for such Vehicle,
and (b) with respect to any Non-Program Vehicle leased under the Master Lease
with respect to Group III Vehicles, (i) the scheduled daily depreciation charge
for such Vehicle set forth by the Servicer in the Depreciation Schedule for such
Vehicle plus (ii) as of the last day of the Related Month, the Additional
Depreciation Charge, if any, allocable to such Non-Program Vehicle on such day
(which Additional Depreciation Charge shall, for purposes of determining the
Monthly Base Rent payable on such day, be deemed to have accrued during the
Related Month). If such charge is expressed as a percentage, the Depreciation
Charge for such Vehicle for such day shall be such percentage multiplied by the
Capitalized Cost for such Vehicle.
"Depreciation Schedule" means a schedule of estimated daily
depreciation prepared by the applicable Servicer, and revised from time to time
in the applicable Servicer's sole discretion, with respect to each type of
Non-Program Vehicle that is an Eligible Vehicle and that is purchased, financed
or refinanced by RCFC.
"Disposition Proceeds" shall have the meaning specified in the Base
Indenture and shall specifically include Substitute Group III Exchanged Vehicle
Proceeds and the proceeds from Group III Exchanged Vehicles.
"Dollar" means Dollar Rent A Car Systems, Inc., an Oklahoma
corporation.
"DTAG" means Dollar Thrifty Automotive Group, Inc., a Delaware
corporation.
7
"Eligible Franchisee" means, with respect to a Lessee, a Franchisee
(all of whose rental offices are located in the United States) which meets the
normal credit and other approval criteria of such Lessee, as applicable, and
which may be an affiliate of such Lessee.
"Eligible Manufacturer" means, with respect to Program Vehicles,
DaimlerChrysler, Ford and Toyota, and with respect to Non-Program Vehicles,
DaimlerChrysler, General Motors, Ford, Nissan, Toyota, Honda, Mazda, Subaru,
Suzuki, Mitsubishi, Isuzu, Kia, Daewoo, Volkswagen and Hyundai, as set forth in
Schedule 1 hereto (as such schedule, subject to confirmation by the Rating
Agencies, may be amended, supplemented, restated or otherwise modified from time
to time) and any other Manufacturer that (a)(i) has been approved by each of the
Rating Agencies then rating the Group III Series of Notes or (ii) with respect
to Program Vehicles only, has an Eligible Vehicle Disposition Program that has
been reviewed by the Rating Agencies, and, in each case, the Rating Agencies
have indicated that the inclusion of such Manufacturer's Vehicles under the
Master Lease will not adversely affect the then current rating of any Group III
Series of Notes, and (b) has been approved by each Enhancement Provider, if any;
provided, however, that upon the occurrence of a Manufacturer Event of Default
with respect to such Manufacturer, such Manufacturer shall no longer qualify as
an Eligible Manufacturer; and provided, further, that a Manufacturer may be an
Eligible Manufacturer with respect to Non-Program Vehicles, if it otherwise
meets the eligibility criteria, even if its disposition program does not qualify
as an Eligible Vehicle Disposition Program.
"Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Manufacturer or Auction dealer under an Eligible Vehicle
Disposition Program to RCFC, a Lessee, an Additional Lessee or a creditor of
RCFC or such Lessee or Additional Lessee, (b) in respect of a Program Vehicle
purchased by such Eligible Manufacturer, which absent such purchase, would have
constituted an Eligible Vehicle with respect to which the Lien of the Master
Collateral Agent was noted on the Certificate of Title at the time of purchase,
and (c) the right to payments in respect of which has been assigned by the payee
thereof to the Master Collateral Agent for the benefit of the relevant
Beneficiaries.
"Eligible Vehicle" means, on any date of determination, a Group III
Vehicle manufactured by an Eligible Manufacturer (determined at the time of the
acquisition, financing or refinancing thereof) and satisfying any further
eligibility requirements specified by the Rating Agencies or in any Series
Supplement for a Group III Series of Notes (other than with respect to the
Maximum Non-Program Percentage and the Maximum Manufacturer Percentage), or with
respect to which all such eligibility requirements not otherwise satisfied have
been duly waived by the Required Beneficiaries in accordance with the terms of
the applicable Series Supplement (if such waiver is permitted thereby);
provided, however, that in no event may a Group III Vehicle be an Eligible
Vehicle after (x) in the case of a Program Vehicle, the expiration of the
applicable Maximum Term (unless such Vehicle has been designated as a
Non-Program Vehicle pursuant to Section 14 of the Master Lease), or (y) the date
which is twenty four (24) months after the date of the original new vehicle
dealer invoice for such Vehicle.
"Enhancement Amount" means the sum of (a) the Series 2002-1 Available
Subordinated Amount, plus (b) the Series 2002-1 Letter of Credit Amount, plus
(c) the Cash Liquidity Amount, if any.
8
"Enhancement Letter of Credit Application and Agreement" means the
Enhancement Letter of Credit Application and Agreement, dated as of June 4,
2002, among Dollar, Thrifty, those additional Subsidiaries of DTAG from time to
time becoming parties thereunder, RCFC, DTAG and the Series 2002-1 Letter of
Credit Provider, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof.
"Escrow Account" means a segregated trust account established,
consistent with the requirements of the "safe harbor" provisions of Treasury
Regulations ▇▇.▇▇. 1.1031(k)-1(g)(4) and 1.1031(k)-1(g)(6), in accordance with
the terms of the Exchange Agreement and into which are deposited the Exchange
Proceeds and other funds with which to purchase Group III Replacement Vehicles.
"Event of Bankruptcy" shall be deemed to have occurred with respect to
a Person if (a) a case or other proceeding shall be commenced without the
application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for such Person or all
or any substantial part of its assets, or any similar action with respect to
such Person under any law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, and any such case or
proceeding shall continue undismissed, or unstayed and in effect, for a period
of 60 consecutive days; or an order for relief in respect of such Person shall
be entered in an involuntary case under the Bankruptcy Code or any other similar
law now or hereafter in effect; or (b) such Person shall commence a voluntary
case or other proceeding under the Bankruptcy Code or any applicable insolvency,
reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) for such Person or for any substantial part of its property,
or (c) shall make any general assignment for the benefit of creditors; or a
corporation or similar entity or its board of directors shall vote to implement
any of the actions set forth in clause (b) above.
"Excess Damage Charges" means, with respect to any Program Vehicle,
the amount charged to RCFC (or the applicable Lessee), or deducted from the
Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle
due to damage over a prescribed limit to such Vehicle at the time that such
Vehicle is disposed of at Auction or turned in to such Manufacturer or its agent
for repurchase, in either case pursuant to the applicable Vehicle Disposition
Program.
"Excess Funding Accounts" means, collectively, as of any date, the
Series 2002-1 Excess Funding Account and the corresponding account or accounts
designated as such with respect to each additional Group III Series of Notes as
of such date.
"Excess Mileage Charges" means, with respect to any Program Vehicle,
the amount charged to RCFC (or the applicable Lessee), or deducted from the
Repurchase Payment or Guaranteed Payment, by the Manufacturer of such Vehicle
due to the fact that such Vehicle has mileage over a prescribed limit at the
time that such Vehicle is disposed of at Auction or turned in to such
Manufacturer or its agent for repurchase, in either case pursuant to the
applicable Vehicle Disposition Program.
9
"Exchange Agreement" means the Master Exchange and Trust Agreement
dated as of July 23, 2001 among the Qualified Intermediary, RCFC, the Lessees,
The Chicago Trust Company and Chicago Deferred Exchange Corporation pursuant to
which, among other things, the Qualified Intermediary holds the Exchange
Proceeds in an Escrow Account consistent with the requirements of the "safe
harbor" provisions of Treasury Regulations ▇▇.▇▇. 1.1031(k)-1(g)(4) and
1.1031(k)-1(g)(6), as the same agreement may be amended, supplemented, restated
or otherwise modified from time to time in accordance with its terms.
"Exchange Agreement Group III Rights Value" means the value of the
Group III Assignment of Exchange Agreement, which value shall be deemed to equal
as of any given time the amount of the Exchange Proceeds at such time.
"Exchange Proceeds" means as of any given time the sum of (i) the
money or other property from the sale of any Group III Exchanged Vehicle that is
held in an Escrow Account as of such time, (ii) any interest or other amounts
earned on the money or other property from the sale of any Group III Exchanged
Vehicles that is held in an Escrow Account as of such time; (iii) any amounts
receivable from Eligible Manufacturers and Eligible Vehicle Disposition Programs
or from Auctions, dealers or other Persons on account of Group III Exchanged
Vehicles; (iv) the money or other property from the sale of any Group III
Exchanged Vehicle held in the Master Collateral Account for the benefit of the
Qualified Intermediary as of such time and (v) any interest or other amounts
earned on the money or other property from the sale of any Group III Exchanged
Vehicle held in the Master Collateral Account for the benefit of the Qualified
Intermediary as of such time.
"Exchange Program" means a program under which RCFC and each Lessee
will exchange Group III Exchanged Vehicles for Group III Replacement Vehicles
with the intent of qualifying for deferral of gain or loss under Section 1031 of
the Code.
"Financed Vehicle" means an Eligible Vehicle that is financed by RCFC
and leased to a Lessee under Annex B to the Master Lease on or after the Lease
Commencement Date.
"Financing Lease" means the Master Lease as supplemented by Annex B to
the Master Lease.
"Financing Sources" has the meaning specified in the Master Collateral
Agency Agreement.
"Fitch" means Fitch, Inc.
"Ford" means Ford Motor Company, a Delaware corporation.
"Franchisee" means a franchisee of a Lessee.
"General Motors" means General Motors Corporation, a Delaware
corporation.
10
"Group III Aggregate Invested Amount" means the sum of the Invested
Amounts with respect to all Group III Series of Notes then outstanding.
"Group III Assignment of Exchange Agreement" means the Amended and
Restated Collateral Assignment of Exchange Agreement, dated as of June 4, 2002,
by and among RCFC, the Lessees and the Master Collateral Agent pursuant to which
each of RCFC and each Lessee assigns (consistent with the limitations on RCFC's
or such Lessee's, as the case may be, right to receive, pledge, borrow or
otherwise obtain the benefits of the Exchange Proceeds contained in the "safe
harbor" provisions of Treasury Regulation ss. 1.1031(k)-1(g)(6)), all of its
right, title and interest in, to and under the Exchange Agreement as it relates
to Group III Vehicles, including any Unused Exchange Proceeds released from an
Escrow Account, to the Master Collateral Agent, as the same agreement may be
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms.
"Group III Collateral" means the Master Lease and all payments made
thereunder, the Group III Vehicles, the rights under Vehicle Disposition
Programs in respect of Group III Vehicles, any other Group III Master
Collateral, Master Lease Collateral or other Collateral related to Group III
Vehicles, the Group III Collection Account and all proceeds of the foregoing.
"Group III Collection Account" has the meaning specified in Section
4.6(a) of this Supplement.
"Group III Exchanged Vehicle" means a Group III Vehicle that is
transferred to the Qualified Intermediary in accordance with the "safe harbor"
provisions of Treasury Regulation ss. 1.1031(k)-1(g)(4), and pursuant to the
procedures set forth in the Exchange Agreement, and thereby ceases to be a Group
III Vehicle.
"Group III Master Collateral" means all right, title and interest of
RCFC or a Lessee in Group III Vehicles and proceeds thereof, the other Master
Collateral designated or segregated for the Trustee as Beneficiary on behalf of
any Group III Series of Notes or with respect to Group III Vehicles and proceeds
thereof, the Group III Assignment of Exchange Agreement, and any other
collateral or proceeds that the Master Collateral Agent has designated or
segregated for the benefit of the Group III Series of Notes; provided that the
Group III Master Collateral shall not include any QI Group III Master
Collateral, including Exchange Proceeds until such time as RCFC or the
applicable Lessee, as the case may be, is permitted to receive, pledge, borrow
or otherwise obtain the benefits of such Exchange Proceeds consistent with the
limitations set forth in the "safe harbor" provisions of Treasury Regulation ss.
1.1031(k)-1(g)(6).
"Group III Monthly Servicing Fee" means, on any date of determination,
1/12 of 1% of the Group III Aggregate Invested Amount as of the preceding
Payment Date, after giving effect to any payments or allocations made on such
date; provided, however, that if a Rapid Amortization Period shall occur and be
continuing with respect to any Group III Series of Notes and if DTAG is no
longer the Master Servicer, the Group III Monthly Servicing Fee shall equal the
greater of (x) the product of (i) $20 and (ii) the number of Group III Vehicles
as of the last day of the Related Month, and (y) the amount described in the
first clause of this definition.
11
"Group III Noteholders" has the meaning specified in Section 3.1(a)
hereof.
"Group III Replacement Vehicle" means a Vehicle designated by the
Master Servicer as comprising Group III Collateral acquired in exchange for a
Group III Exchanged Vehicle in accordance with the terms of the Exchange
Agreement and under Section 1031 of the Code and the regulations promulgated
thereunder.
"Group III Series of Notes" has the meaning specified in Section
1.1(c) hereof.
"Group III Supplemental Servicing Fee" is defined in Section 26.1 of
the Master Lease.
"Group III Vehicle" means, as of any date, a passenger automobile or
truck leased by RCFC to a Lessee under the Master Lease as of such date,
designated in the records of the Master Collateral Agent as a Group III Vehicle,
and pledged by RCFC under the Master Collateral Agency Agreement for the benefit
of the Trustee (on behalf of the Group III Noteholders).
"Honda" means American Honda Motor Company, Inc., a California
corporation.
"Hyundai" means Hyundai Motor America, a California corporation.
"Initial Acquisition Cost" is defined in Section 2.3 of the Master
Lease.
"Initial Purchasers" means, collectively, Deutsche Bank Securities
Inc., Credit Suisse First Boston Corporation, ▇.▇. ▇▇▇▇▇▇ Securities Inc.,
Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇-Grantchester, Inc., ING Financial Markets LLC and
Scotia Capital (USA) Inc.
"Insolvency Event Reallocated Amount" means, with respect to any
Insolvency Period, the difference between (a) the Minimum Liquidity Amount as of
the related Insolvency Period Commencement Date and (b) the sum of (1) the
Series 2002-1 Letter of Credit Amount as of the related Insolvency Period
Commencement Date, and (2) the amount on deposit in the Series 2002-1 Cash
Collateral Account as of the related Insolvency Period Commencement Date;
provided, however, that at no time may the Insolvency Event Reallocated Amount
be less than zero.
"Insolvency Period" has the meaning specified in Section 4.18(b)
hereof.
"Insolvency Period Commencement Date" means with respect to any
Insolvency Period, the date on which the related Event of Bankruptcy shall have
occurred (without giving effect to any grace period set forth in the definition
of "Event of Bankruptcy" set forth in the Base Indenture).
"Insurance Agreement" means the Insurance Agreement, dated as of June
4, 2002, among RCFC, the Trustee and the Series 2002-1 Insurer, as such
agreement may be amended, supplemented, restated or otherwise modified from time
to time in accordance with its terms, pursuant to which the Series 2002-1
Insurer will agree to issue the Series 2002-1 Policy.
12
"Insurer Default" means (i) any failure by the Series 2002-1 Insurer to
pay a demand for payment in accordance with the requirements of the Series
2002-1 Policy on the date such payment was required to be made and (ii) the
occurrence of an Event of Bankruptcy with respect to the Series 2002-1 Insurer.
"Interest Allocation Shortfall" has the meaning specified in Section
4.9(a) hereof.
"Interest Rate Cap Payment" means, with respect to any Payment Date,
the amount payable on such Payment Date by the Qualified Interest Rate Cap
Provider to the Series 2002-1 Collection Account with the Trustee pursuant to
the Series 2002-1 Interest Rate Cap.
"Invested Amount" means, on any date of determination, with respect to
the Series 2002-1 Notes, the Series 2002-1 Invested Amount, and with respect to
each other Series of Notes, the amount specified in the applicable Series
Supplement that is analogous to the Series 2002-1 Invested Amount but for such
series.
"Involuntary Insolvency Event" means the occurrence of an involuntary
case or proceeding commencing against DTAG seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy, insolvency
or similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official for it or any
substantial part of its property.
"Issuer" has the meaning specified in the preamble hereto.
"Isuzu" means American Isuzu Motors, Inc., a California corporation.
"Kia" means Kia Motors America, Inc., a California corporation.
"Late Return Payments" is defined in Section 13 of the Master Lease.
"Lease Annex" means Annex A or Annex B to the Master Lease, as
applicable, as such annex may be amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms of the Master Lease.
"Lease Commencement Date" has the meaning specified in Section 3.2 of
the Master Lease.
"Lease Event of Default" is defined in Section 17.1 of the Master
Lease.
"Lease Expiration Date" is defined in Section 3.2 of the Master Lease.
"Lease Payment Losses" means, as of any Payment Date, (a) the amount
of payments due under the Master Lease with respect to the Related Month which
were not paid by the Lessees or the Guarantor when due (for purposes of
calculating Lease Payment Losses, payments made by application of amounts drawn
on the Series 2002-1 Letter of Credit or amounts withdrawn from the Series
2002-1 Excess Funding Account shall not be deemed to have been paid when due)
and (b) the amount of any payments made under the Master Lease that were
reclaimed, rescinded or otherwise returned and constituting a voidable
preference pursuant to the Bankruptcy Code during such Related Month.
13
"Lease Payment Recoveries" means, as of any Determination Date, an
amount equal to all payments made by the Lessees or the Guarantor under the
Master Lease since the preceding Determination Date on account of past due
payments under the Master Lease, which amounts were previously treated as Lease
Payment Losses, but excluding any amounts drawn under the Series 2002-1 Letter
of Credit or withdrawn from the Series 2002-1 Excess Funding Account.
"Lessee" means either Thrifty or Dollar, in its capacity as a Lessee
under the Master Lease, any Additional Lessee, or any successor by merger to
Thrifty, Dollar or any Additional Lessee, in accordance with Section 25.1 of the
Master Lease, or any other permitted successor or assignee of Thrifty or Dollar,
as applicable, in its capacity as Lessee, or of any Additional Lessee, pursuant
to Section 16 of the Master Lease.
"Lessee Agreements" means any and all Subleases entered into by any
of the Lessees the subject of which includes any Vehicle leased by the Lessor to
such Lessee under the Master Lease, and any and all other contracts, agreements,
guarantees, insurance, warranties, instruments or certificates entered into or
delivered to such Lessee in connection therewith.
"Lessor" means RCFC, in its capacity as the lessor under the Master
Lease, and its successors and assigns in such capacity.
"LIBOR" means, in respect of the determination of the Class A Rate,
which is in each case a floating interest rate, "LIBOR" for each Series 2002-1
Interest Period will be determined by the Trustee as follows:
(i) On the second London Banking Day prior to the Interest
Reset Date for such Series 2002-1 Interest Period (a "LIBOR Determination
Date"), until the principal amount of the Class A Notes is paid in full, the
Trustee will determine the arithmetic mean of the offered rates (rounded upwards
to the nearest one one-hundredth of one percent (1/100%)) for deposits in U.S.
Dollars for the period of the applicable Index Maturity, commencing on such
Interest Reset Date, which appear on the Reuters Screen LIBO Page at
approximately 11:00 a.m., London time, on such LIBOR Determination Date. For
purposes of calculating "LIBOR", "London Banking Day" means any business day on
which dealings in deposits in U.S. Dollars are transacted in the London
interbank market and "Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks). If at least two such offered rates
appear on the Reuters Screen LIBO Page, "LIBOR" for such Series 2002-1 Interest
Period will be the arithmetic mean of such offered rates (rounded upwards to the
nearest one one-hundredth of one percent (1/100%)) as determined by the Trustee
for each such Series of Notes.
(ii) If fewer than two offered rates appear on the Reuters Screen
LIBO Page on such LIBOR Determination Date, the Trustee will request the
principal London offices of each of the Reference Banks in the London interbank
market selected by the Trustee to provide the Trustee with offered quotations
for deposits in U.S. Dollars for the period of the specified Index Maturity,
commencing on such Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such LIBOR Determination
Date and in a principal amount equal to an amount of not less than $250,000 that
is representative of a single transaction in such market at such time. If at
least two such quotations are provided, "LIBOR" for such Series 2002-1 Interest
Period will be the arithmetic mean of such quotations (rounded upwards to the
nearest one one-hundredth of one percent (1/100%)).
14
(iii) If fewer than two such quotations are provided, "LIBOR" for
such Series 2002-1 Interest Period will be the arithmetic mean of rates quoted
by the Major Banks in The City of New York selected by the Trustee at
approximately 11:00 a.m., New York City time, on such LIBOR Determination Date
for loans in U.S. Dollars to leading European banks, for the period of the
specified Index Maturity, commencing on such Interest Reset Date, and in a
principal amount equal to an amount of not less than $250,000 that is
representative of a single transaction in the market at such time; provided,
however, that if the banks selected as aforesaid by such Trustee are not quoting
rates as mentioned in this sentence, "LIBOR" for such Series 2002-1 Interest
Period will be the same as "LIBOR" for the immediately preceding Series 2002-1
Interest Period.
The "Interest Reset Date" will be the first day of the applicable
Series 2002-1 Interest Period. The "Index Maturity" for the Class A Notes means
in each case one month. The Class A Rate will in no event be higher than the
maximum rate permitted by applicable law.
"Limited Liquidation Event of Default" means, the occurrence of any
Amortization Event specified in Sections 5.1(a) through (i) and (l) of this
Supplement that continues for thirty (30) days (without double counting any cure
periods provided for in said Sections; provided, however, that such Amortization
Event shall not constitute a Limited Liquidation Event of Default if (i) within
such thirty (30) day period, such Amortization Event shall have been cured and
(ii) the Series 2002-1 Insurer shall have notified the Trustee in writing that
it consents to the waiver of such Amortization Event.
"Liquidation Event of Default" means, so long as such event or
condition continues, any of the following: (a) any event or condition with
respect to RCFC or a Lessee of the type described in Section 8.1(d) of the Base
Indenture, (b) a payment default by RCFC under the Base Indenture as specified
in Sections 8.1(a) and 8.1(b) thereof, or (c) a Lease Event of Default as
specified in Section 8.1(e) thereof (with respect solely to the occurrence of
the Lease Events of Default described in Sections 17.1.1(i), 17.1.2 and 17.1.5
under the Master Lease).
"LOC Credit Disbursement" means an amount drawn under the Series
2002-1 Letter of Credit pursuant to a Certificate of Credit Demand.
"LOC Disbursement" means any LOC Credit Disbursement or any LOC
Termination Disbursement, or other disbursement by the Series 2002-1 Letter of
Credit Provider under the Series 2002-1 Letter of Credit, or any combination
thereof, as the context may require.
"LOC Termination Disbursement" means an amount drawn under the Series
2002-1 Letter of Credit pursuant to a Certificate of Termination Demand. The
amount of such LOC Termination Disbursement shall be the amount so drawn or
thereafter, if greater, the amount of the deposited funds in the Series 2002-1
Cash Collateral Account.
15
"London Banking Day" means any Business Day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Losses" means, with respect to any Related Month, the sum (without
duplication) of the following with respect to Acquired Vehicles leased under the
Master Lease: (i) all Manufacturer Late Payment Losses, Manufacturer Event of
Default Losses and Purchaser Late Payment Losses for such Related Month, plus
(ii) with respect to Disposition Proceeds received during the Related Month from
the sale or other disposition of Acquired Vehicles (other than pursuant to a
Vehicle Disposition Program), the excess, if any, of (x) the Net Book Values of
such Acquired Vehicles calculated on the dates of the respective sales or final
dispositions thereof, over (y) (1) the aggregate amount of such Disposition
Proceeds received during the Related Month in respect of such Acquired Vehicles
by RCFC, the Master Collateral Agent or the Trustee (including by deposit into
the Collection Account or the Master Collateral Account) plus (2) any
Termination Payments that have accrued with respect to such Acquired Vehicles,
plus (iii) the amount of any Disposition Proceeds received previously but that
were reclaimed, rescinded or otherwise returned and constituting a voidable
preference pursuant to the Bankruptcy Code during such Related Month.
"Major Banks" means JPMorgan Chase Bank, Credit Suisse First Boston
and Deutsche Bank AG, and any successor to any thereof; provided, that if any of
such financial institutions shall merge, consolidate or otherwise combine,
Dresdner Bank AG and RCFC shall select a mutually agreed upon financial
institution to a Major Bank.
"Manufacturer Event of Default" means with respect to the Series
2002-1 Notes and with respect to any Manufacturer, (i) the occurrence of an
Event of Bankruptcy with respect to such Manufacturer; and (ii) the failure of
such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or
Incentive Payments due under, respectively, such Manufacturer's Vehicle
Disposition Programs and its incentive programs, in an aggregate amount in
excess of $25,000,000 (net of amounts that are the subject of a good faith
dispute, as evidenced in writing by either the applicable Lessee or the
Manufacturer questioning the accuracy of the amounts paid or payable in respect
of any such Vehicle Disposition Programs or incentive programs), which failure,
in the case of each such Guaranteed Payment, Repurchase Payment and/or Incentive
Payment included in such amount in excess of $25,000,000 continues for more than
ninety (90) days following the Disposition Date for the related Vehicle.
"Manufacturer Event of Default Losses" means, with respect to any
Related Month, in the event that a Manufacturer Event of Default occurs with
respect to any Manufacturer, all payments that are required to be made (and not
yet made) by such Manufacturer to RCFC with respect to Acquired Vehicles that
are either (i) sold at Auction or returned to such Manufacturer under such
Manufacturer's Vehicle Disposition Program, or (ii) subject to an incentive
program of such Manufacturer; provided that the grace or other similar period
for the determination of such Manufacturer Event of Default expires during such
Related Month.
16
"Manufacturer Late Payment Losses" means, with respect to any Related
Month, all payments required to be made by Manufacturers under such
Manufacturers' Vehicle Disposition Programs and incentive programs with respect
to Acquired Vehicles, which are not made within ninety (90) days after the
related Disposition Dates of such Acquired Vehicles and remain unpaid at the end
of such Related Month, but only to the extent that such 90-day periods expire
during such Related Month; provided that any payments considered hereunder shall
be net of amounts that are (x) the subject of a good faith dispute as evidenced
in writing by the Manufacturer questioning the accuracy of the amounts paid or
payable in respect of any such Acquired Vehicles or (y) related to payments by
Manufacturers that are not made within such ninety (90) day period as a result
of the necessity to meet initial eligibility requirements of a Manufacturer to
receive Guaranteed Payments, Repurchase Payments and/or Incentive Payments for a
model year.
"Manufacturer Receivable" means an amount due from a Manufacturer or
Auction dealer under a Vehicle Disposition Program in respect of or in
connection with a Program Vehicle being turned back to such Manufacturer.
"Market Value" means, with respect to any Non-Program Vehicle as of
any date of determination, the market value of such Non-Program Vehicle as
specified in the Related Month's published National Automobile Dealers
Association, Official Used Car Guide, Central Edition (the "NADA Guide") for the
model class and model year of such Vehicle based on the average equipment and
the average mileage of each Vehicle of such model class and model year. If such
Non-Program Vehicle is not listed in the NADA Guide published in the Related
Month preceding such date of determination, then the Black Book Official
Finance/Lease Guide (the "Lease Guide") shall be used to estimate the wholesale
price of the Non-Program Vehicle, based on the Non-Program Vehicle's model class
and model year or the closest model class and model year thereto (if appropriate
as determined by the applicable Servicer), for purposes of such months for which
the wholesale price for such Non-Program Vehicle is not so published in the NADA
Guide; provided, however, if the NADA Guide was not published in the Related
Month, then the Lease Guide shall be relied upon in its place, and if the Lease
Guide is unavailable, the Market Value of such Non-Program Vehicle shall be
based upon such other reasonable methodology as determined by RCFC.
"Market Value Adjustment Percentage" means, as of any Determination
Date following the Series 2002-1 Closing Date, the lower of (i) the lowest
Measurement Month Average of any full Measurement Month within the preceding 12
calendar months and (ii) a fraction, expressed as a percentage, the numerator of
which equals the average of the aggregate Market Value of Non-Program Vehicles
leased under the Master Lease calculated as of the last day of the Related Month
and as of the last day of the two Related Months precedent thereto and the
denominator of which equals the average of the aggregate Net Book Values of such
Non-Program Vehicles calculated as of such date.
"Master Collateral Agency Agreement" means the Amended and Restated
Master Collateral Agency Agreement, dated as of December 23, 1997, among DTAG,
as Master Servicer, RCFC, as grantor, Thrifty and Dollar, as grantors and
servicers, such other grantors as may become parties thereto, various Financing
Sources parties thereto, various Beneficiaries parties thereto and the Master
Collateral Agent, as such agreement may be amended, supplemented, restated or
otherwise modified from time to time in accordance with its terms.
17
"Master Collateral Agent" means Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, a New York banking corporation, in its
capacity as master collateral agent under the Master Collateral Agency
Agreement, unless a successor Person shall have become the master collateral
agent pursuant to the applicable provisions of the Master Collateral Agency
Agreement, and thereafter "Master Collateral Agent" shall mean such successor
Person.
"Master Lease" means that certain Master Motor Vehicle Lease and
Servicing Agreement dated as of March 6, 2001, among RCFC, as Lessor, Thrifty,
as a Lessee and Servicer, Dollar, as a Lessee and Servicer, those additional
Subsidiaries and Affiliates of DTAG from time to time becoming Lessees and
Servicers thereunder and DTAG, as guarantor and Master Servicer, as the same may
be amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms.
"Master Lease Collateral" has the meaning set forth in Section 3.1(a)
of this Supplement.
"Master Servicer" means DTAG, in its capacity as the Master Servicer
under the Master Lease, and its successors and assigns in such capacity in
accordance with the terms of the Master Lease.
"Maximum Lease Commitment" means, on any date of determination, the
sum of (i) the Aggregate Principal Balances on such date for all Group III
Series of Notes, plus (ii) with respect to all Group III Series of Notes that
provide for Enhancement in the form of overcollateralization, the sum of the
available subordinated amounts on such date for each such Group III Series of
Notes, plus (iii) the aggregate Net Book Values of all Group III Vehicles leased
under the Master Lease on such date that were acquired, financed or refinanced
with funds other than proceeds of Group III Series of Notes or related available
subordinated amounts, plus (iv) any amounts held in the Retained Distribution
Account that the Lessor commits on or prior to such date to invest in new Group
III Vehicles for leasing under the Master Lease (as evidenced by a Company
Order) in accordance with the terms of the Master Lease and the Indenture.
"Maximum Manufacturer Percentage" means, with respect to any Eligible
Manufacturer, the percentage amount set forth in Schedule 1 hereto (as such
schedule, subject to satisfaction of the Rating Agency Condition and approval of
the Series 2002-1 Insurer, may be amended, supplemented, restated or otherwise
modified from time to time) specified for each Eligible Manufacturer with
respect to Non-Program Vehicles and Program Vehicles, as applicable, which
percentage amount represents the maximum percentage of Eligible Vehicles which
are permitted under the Master Lease to be Non-Program Vehicles or Program
Vehicles, as the case may be, manufactured by such Manufacturer.
"Maximum Non-Program Percentage" means, with respect to Non-Program
Vehicles, (a) if the average of the Measurement Month Averages for any three
Measurement Months during the twelve month period preceding any date of
determination shall be less than eighty-five percent (85%), 0% or such other
percentage amount agreed upon by the Lessor and each of the Lessees, subject to
Rating Agency confirmation, which percentage amount represents the maximum
percentage of the Aggregate Asset Amount which is permitted under the Master
Lease to be invested in Non-Program Vehicles; and (b) at all other times, for
the twelve (12) month period ending on the last Business Day of the most
recently completed calendar month preceding the date of determination thereof,
thirty-five percent (35%) and, for the three (3) month period ending on the last
Business Day of the most recently completed calendar month preceding the date of
determination thereof, forty percent (40%).
18
"Mazda" means Mazda Motor of America, Inc., a California corporation.
"Measurement Month" means, with respect to any date, each calendar
month, or the smallest number of consecutive calendar months, preceding such
date in which (a) at least 500 Group III Non-Program Vehicles were sold at
Auction or otherwise and (b) at least one-twelfth of the aggregate Net Book
Value of the Non-Program Vehicles as of the last day of such calendar month or
consecutive calendar months were sold at Auction or otherwise; provided, that no
calendar month included in a Measurement Month shall be included in any other
Measurement Month.
"Measurement Month Average" means, with respect to any Measurement
Month, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Disposition Proceeds of all Non-Program Vehicles sold at
Auction or otherwise during such Measurement Month and the denominator of which
is the aggregate Net Book Value of such Non-Program Vehicles on the dates of
their respective sales.
"Minimum Enhancement Amount" means, with respect to the Series 2002-1
Notes on any date of determination, the sum of (a) the product of (i) the Series
2002-1 Program Enhancement Percentage, times (ii) an amount in U.S. Dollars
equal to the aggregate Series 2002-1 Invested Amount minus the product of (A)
the aggregate amount of cash and Permitted Investments in the Group III
Collection Account, the Exchange Agreement Group III Rights Value and, to the
extent cash and Permitted Investments in the Master Collateral Account are
allocable to the Trustee on behalf of the holders of the Group III Series of
Notes as Beneficiary pursuant to the Master Collateral Agency Agreement, such
cash and Permitted Investments in the Master Collateral Account as of such date,
in each case to the extent such cash and Permitted Investments constitute Group
III Collateral, times (B) the Series 2002-1 Invested Percentage as of such date,
times (iii) a fraction, the numerator of which shall be the aggregate Net Book
Value of all Group III Program Vehicles as of such date and the denominator of
which shall be the aggregate Net Book Value of all Group III Program Vehicles
and Non-Program Vehicles as of such date, plus (b) the product of (i) the Series
2002-1 Non-Program Enhancement Percentage, times (ii) an amount in U.S. Dollars
equal to the aggregate Series 2002-1 Invested Amount as of such date, minus the
product of (A) the aggregate amount of cash and Permitted Investments in the
Group III Collection Account as of such date, the Exchange Agreement Group III
Rights Value and, to the extent cash and Permitted Investments in the Master
Collateral Account are allocable to the Trustee on behalf of the holders of the
Group III Series of Notes as Beneficiary pursuant to the Master Collateral
Agency Agreement, such cash and Permitted Investments in the Master Collateral
Account as of such date, in each case to the extent such cash and Permitted
Investments constitute Group III Collateral, times (B) the Series 2002-1
Invested Percentage as of such date, times (iii) a fraction, the numerator of
which shall be the aggregate Net Book Value of all Group III Non-Program
Vehicles as of such date and the denominator of which shall be the aggregate Net
Book Value of all Group III Program Vehicles and Group III Non-Program Vehicles
as of such date, plus (c) the Additional Overcollateralization Amount as of such
date.
19
"Minimum Liquidity Amount" means, at any time, an amount equal to
4.75% of the Series 2002-1 Invested Amount as of such time.
"Minimum Series 2002-1 Letter of Credit Amount" means, with respect to
any date of determination the greater of (i) an amount equal to (x) the Minimum
Enhancement Amount on such date, less (y) the sum of (1) the Series 2002-1
Available Subordinated Amount on such date and (2) the Cash Liquidity Amount, if
any, on such date and (ii) an amount equal to (x) the Minimum Liquidity Amount,
on such date less (y) the Cash Liquidity Amount, if any, on such date.
"Minimum Subordinated Amount" means, with respect to any date of
determination, the greater of (a) 2.25% of the Series 2002-1 Invested Amount on
such date and (b) an amount equal to (1) the Minimum Enhancement Amount less (2)
the Series 2002-1 Letter of Credit Amount as of such date less (3) the Cash
Liquidity Amount, if any, on such date.
"Mitsubishi" means Mitsubishi Motor Sales of America Corporation, a
Delaware corporation.
"Monthly Base Rent" is defined in paragraph 9 of Annex A and paragraph
6 of Annex B to the Master Lease.
"Monthly Certificate" is defined in Section 24.4(b) of the Master
Lease.
"Monthly Finance Rent" is defined in paragraph 6 of Annex B to the
Master Lease.
"Monthly Servicing Fee" is defined in Section 26.1 of the Master
Lease.
"Monthly Supplemental Payment" is defined in paragraph 6 of Annex B to
the Master Lease.
"Monthly Total Principal Allocation" means the sum of all Series
2002-1 Principal Allocations and Series 2002-1 Available Subordinated Amount
allocations with respect to a Related Month.
"Monthly Variable Rent" is defined in paragraph 9 of Annex A to the
Master Lease.
"Monthly Vehicle Statement" is defined in Section 24.4(f) of the
Master Lease.
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc.
20
"Nissan" means Nissan Motor Corporation U.S.A., a California
corporation.
"Non-Program Vehicle" means a Group III Vehicle which at the time of
purchase or financing by RCFC, Thrifty or Dollar, as the case may be, from an
Eligible Manufacturer, or when so designated by the Master Servicer, in each
case subject to the limitations described herein, is not eligible for inclusion
in any Eligible Vehicle Disposition Program.
"Note Purchase Agreement" means the Note Purchase Agreement, dated
as of May 22, 2002, among RCFC, DTAG and the Initial Purchasers, pursuant to
which the Initial Purchasers agree to purchase the Series 2002-1 Notes from
RCFC, subject to the terms and conditions set forth therein, or any successor
agreement to such effect among RCFC, DTAG and the Initial Purchasers, their
successors, in any case as such agreement may be amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof.
"Officer's Certificate" means a certificate signed by an Authorized
Officer of DTAG, RCFC or a Lessee, as applicable.
"Operating Lease" means the Master Lease as supplemented by Annex A to
the Master Lease.
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to DTAG,
RCFC or a Lessee, as the case may be, unless the Required Beneficiaries shall
notify the Trustee of objection thereto.
"Overcollateralization Portion" means, as of any date of
determination, (i) the sum of the amounts determined pursuant to clauses (a) and
(b) of the definition of Minimum Enhancement Amount as of such date, less the
Series 2002-1 Letter of Credit Amount as of such date, less (iii) the Cash
Liquidity Amount, if any, on such date.
"Payment Date" means the 25th day of each calendar month, or, if such
day is not a Business Day, the next succeeding Business Day, commencing July 25,
2002.
"Permanent Global Class A Notes" has the meaning specified in Section
7.1(b) of this Supplement.
"Permitted Investments" means negotiable instruments or securities
maturing on or before the Payment Date next occurring after the investment
therein, represented by instruments in bearer, registered or book-entry form
which evidence (i) obligations the full and timely payment of which are to be
made by or are fully guaranteed by the United States of America; (ii) demand
deposits of, time deposits in, or certificates of deposit issued by, any
depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by Federal or state banking or depositary institution authorities;
provided, however, that at the earlier of (x) the time of the investment and (y)
the time of the contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such obligations whose rating is based on collateral or on the
credit of a Person other than such institution or trust company) of such
depositary institution or trust company shall have a credit rating from Standard
& Poor's of "A-1+", from Moody's of "P-1", and from Fitch of "F1+" (if rated by
Fitch), in the case of certificates of deposit or short-term deposits, or a
rating from Standard & Poor's of at least "AAA", from Moody's of at least "Aaa",
and from Fitch of at least "AAA" (if rated by Fitch), in the case of long-term
unsecured debt obligations; (iii) commercial paper having, at the earlier of (x)
the time of the investment and (y) the time of contractual commitment to invest
therein, a rating from Standard & Poor's of "A-1+", from Moody's of "P-1" and
from Fitch of "F1+" (if rated by Fitch); (iv) demand deposits or time deposits
which are fully insured by the Federal Deposit Insurance Company; (v) bankers'
acceptances which are U.S. Dollar denominated issued by any depositary
institution or trust company described in clause (ii) above; (vi) investments in
money market funds having a rating from Standard & Poor's of at least "AAAm" or
otherwise approved in writing by Standard & Poor's, at least "Aaa" by Moody's or
otherwise approved in writing by Moody's and rated at least "AA" by Fitch (if
rated by Fitch); (vii) Eurodollar time deposits having a credit rating from
Standard & Poor's of "A-1+", from Moody's of "P-1" and from Fitch of at least
"F1+" (if rated by Fitch); and (viii) any other instruments or securities, if
the Rating Agencies confirm in writing that such investment will not adversely
affect any ratings with respect to any Series and the Series 2002-1 Insurer
consents thereto.
21
"Permitted Liens" is defined in Section 25.3 of the Master Lease.
"Permitted Principal Draw Amount" means, with respect to any date
during an Insolvency Period, the difference between (i) the excess of the Series
2002-1 Letter of Credit Amount as of the related Insolvency Period Commencement
Date over the Minimum Liquidity Amount as of such Insolvency Period Commencement
Date and (ii) the Accumulated Principal Draw Amount as of such date during the
Insolvency Period.
"Pool Factor" means, on any Determination Date, with respect to the
Series 2002-1 Notes, a number carried out to eight decimals representing the
ratio of the Series 2002- 1 Invested Amount as of such date (determined after
taking into account any decreases in the Series 2002-1 Invested Amount which
will occur on the following Payment Date) to the Series 2002-1 Initial Invested
Amount.
"Power of Attorney" is defined in Section 9 of the Master Lease.
"Principal Collections" means Collections other than Series 2002-1
Interest Collections, Recoveries and Lease Payment Recoveries.
"Private Placement Memorandum" means the Private Placement Memorandum
dated May 22, 2002 relating to the Series 2002-1 Notes, including the Supplement
to Private Placement Memorandum dated May 22, 2002, as such Private Placement
Memorandum and such Supplement to Private Placement Memorandum may be amended,
supplemented, restated or otherwise modified from time to time.
"Program Vehicle" means any Group III Vehicle which at the time of
purchase or financing by RCFC or a Lessee, as the case may be, is eligible under
an Eligible Vehicle Disposition Program.
22
"Pro Rata Share" means, with respect to a Lessee or a Servicer, the
ratio (expressed as a percentage) of (i) the aggregate Net Book Value of
Vehicles leased by such Lessee or serviced by such Servicer, as applicable,
divided by (ii) the aggregate Net Book Value of all Vehicles leased under the
Master Lease.
"Purchaser Late Payment Losses" means, with respect to any Related
Month, all payments required to be made by any person or entity in connection
with the sale or other final disposition of Acquired Vehicles that are Group III
Vehicles, which payments are not made sixty (60) days after such payments are
due, provided that such sixty (60) day periods expire during such Related Month.
"QI Group III Master Collateral" means (i) any Master Collateral
Vehicle that is a Group III Exchanged Vehicle, (ii) any funds in the Master
Collateral Account that are proceeds of any Group III Exchanged Vehicle, (iii)
any receivables in respect of disposition of any Group III Exchanged Vehicle and
(iv) any other collateral pledged to the Master Collateral Agent that is
designated on the Master Servicer's computer system as related Master Collateral
(as defined in the Master Collateral Agency Agreement) for the Qualified
Intermediary as Beneficiary in accordance with the Master Collateral Agency
Agreement.
"Qualified Institution" means a depositary institution or trust
company (which may include the Trustee) organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia;
provided, however, that at all times such depositary institution or trust
company is a member of the FDIC and (i) has a long-term indebtedness rating from
Standard & Poor's not lower than "AA", from Moody's not lower than "Aa2" and
from Fitch not lower than "AA" and a short-term indebtedness rating from
Standard & Poor's not lower than "A-1", from Moody's not lower than "P-1" and
from Fitch not lower than "F1" or (ii) has such other rating which has been
approved by the Rating Agencies.
"Qualified Interest Rate Cap Provider" shall mean (i) at the time of
the entering into a Series 2002-1 Interest Rate Cap, a bank or financial
institution approved by the Series 2002-1 Insurer and having a short-term
unsecured debt rating of "A-1" from Standard & Poor's or "P-1" from Moody's and
a long-term senior unsecured debt rating of at least "AA-" from Standard &
Poor's and at least "Aa3" from Moody's and (ii) at any other time, a bank or
financial institution having a long-term senior unsecured debt rating (A) of at
least "AA-" from Standard & Poor's and at least "Aa3" from Moody's or (B) lower
than "AA-" from Standard & Poor's or "Aa3" from Moody's which has provided
collateral for its obligations under the related Series 2002-1 Interest Rate Cap
(subject to terms and with assets satisfactory to the Series 2002-1 Insurer)
within 30 days of no longer meeting the rating criteria specified in the
preceding clause (i).
"Qualified Intermediary" means such entity that (a) will be acting
in connection with an Exchange Program so as to permit RCFC and the Lessees to
make use of the "qualified intermediary" safe harbor of Treasury Regulation ss.
1.1031(k)-1(g)(4) and (b) is acceptable to the Rating Agencies and the Series
2002-1 Insurer.
"Rating Agencies" means, with respect to the Series 2002-1 Notes,
Standard & Poor's, Moody's and Fitch.
23
"Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have notified RCFC, DTAG, the Series 2002-1 Letter of
Credit Provider, the Series 2002-1 Insurer and the Trustee 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 Group III
Series of Notes with respect to which it is a Rating Agency and, with respect to
the issuance of a new Group III Series of Notes, the "Rating Agency Condition"
also means that each rating agency that is referred to in the related Placement
Memorandum Supplement as being required to deliver its rating with respect to
such Series of Notes shall have notified RCFC, DTAG, the Series 2002-1 Letter of
Credit Provider, the Series 2002-1 Insurer and the Trustee in writing that such
rating has been issued by such rating agency.
"RCFC" has the meaning set forth in the preamble.
"RCFC Agreements" has the meaning set forth in Section 3.1(a)(i) of
this Supplement.
"RCFC Obligations" means all principal and interest, at any time and
from time to time, owing by RCFC on the Series 2002-1 Notes and all costs, fees
and expenses (including any taxes) payable by, or obligations of, RCFC in
respect of the Series 2002-1 Notes under the Indenture and the Related
Documents.
"Recoveries" means, with respect to any Related Month, the sum
(without duplication) of (i) all amounts received by RCFC, the Master Collateral
Agent or the Trustee (including by deposit into the Group III Collection Account
or the Master Collateral Account, in respect of Group III Master Collateral)
from any Person during such Related Month in respect of amounts that had
previously been treated as Losses, plus (ii) the excess, if any, of (x) the
aggregate amount of Disposition Proceeds received during such Related Month by
RCFC, the Master Collateral Agent or the Trustee (including by deposit into the
Group III Collection Account or the Master Collateral Account in respect of
Group III Master Collateral) resulting from the sale or other final disposition
of Acquired Vehicles that are Group III Vehicles (other than pursuant to Vehicle
Disposition Programs), plus any Termination Payments that have accrued with
respect to such Acquired Vehicles that are Group III Vehicles, over (y) the Net
Book Values of such Acquired Vehicles that are Group III Vehicles, calculated on
the dates of the respective sales or dispositions thereof.
"Reference Banks" means JPMorgan Chase Bank, Credit Suisse First
Boston, Citibank, N.A. and Deutsche Bank AG, and any successor to any thereof;
provided, that if any of such financial institutions shall merge, consolidate or
otherwise combine, Dresdner Bank AG and RCFC shall select a mutually agreed upon
financial institution to be a Reference Bank.
"Refinanced Vehicles" has the meaning specified in Section 2.1 of the
Master Lease.
"Refinancing Schedule" has the meaning specified in Section 2.1 of the
Master Lease.
"Related Documents" means, collectively, the Indenture, the Series
2002-1 Notes, any Enhancement Agreement, the Master Lease, the Master Collateral
Agency Agreement, and any grantor supplements and financing source and
beneficiary supplements thereto involving the Trustee as Beneficiary, the
Insurance Agreement, the Assignment Agreements, the Note Purchase Agreement, the
Group III Assignment of Exchange Agreement and the Series 2002-1 Letter of
Credit.
24
"Rent", with respect to each Acquired Vehicle and each Financed
Vehicle, is defined in paragraph 9 of Annex A to the Master Lease and in
paragraph 6 of Annex B to the Master Lease, respectively.
"Repurchase Date" has the meaning specified in Section 8.1(a) of this
Supplement.
"Repurchase Price" has the meaning specified in Section 8.1(b) of this
Supplement.
"Required Asset Amount" means with respect to the Series 2002-1
Notes, at any date of determination, the sum of (i) the Invested Amount for all
Group III Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group III Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Invested Amount for all such Series of Notes, plus (b) the available
subordinated amounts required to be maintained as part of the minimum
enhancement amount for all such Series of Notes.
"Required Beneficiaries" means Noteholders holding in excess of 50% of
the Group III Aggregate Invested Amount (excluding, for the purposes of making
the foregoing calculation, any Notes held by DTAG or any Affiliate of DTAG
(other than Dollar Thrifty Funding Corp.)).
"Required Series 2002-1 Noteholders" means Noteholders holding in
excess of 50% of the Series 2002-1 Invested Amount (excluding, for the purposes
of making the foregoing calculation, any Notes held by DTAG or any Affiliate of
DTAG (other than Dollar Thrifty Funding Corp.)).
"Responsible Officer" means, with respect to DTAG, RCFC, Thrifty,
Dollar or any Additional Lessee, any President, Vice President, Assistant Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or
any officer performing functions similar to those customarily performed by the
person who at the time shall be such officer.
"Restricted Global Class A Notes" has the meaning specified in Section
7.1(a) of this Supplement.
"Retained Interest" means the transferable indirect interest in RCFC's
assets held by the Retained Interestholder to the extent relating to the Group
III Collateral, including the right to receive payments with respect to such
collateral in respect of the Retained Interest Amount.
25
"Retained Interest Amount" means, on any date of determination, the
amount, if any, by which the Aggregate Asset Amount at the end of the day
immediately prior to such date of determination, exceeds the Required Asset
Amount at the end of such day.
"Retained Interest Percentage" means, on any date of determination,
when used with respect to Group III Collections that are Principal Collections,
Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses and other
amounts, an amount equal to one hundred percent (100%) minus the sum of (i) the
invested percentages for all outstanding Group III Series of Notes and (ii) the
available subordinated amount percentages for all Group III Series of Notes that
provide for credit enhancement in the form of overcollateralization, including
all classes of such Group III Series of Notes, in each case as such percentages
are calculated on such date with respect to Group III Collections that are
Principal Collections, Recoveries, Lease Payment Recoveries, Losses, Lease
Payment Losses and other amounts, as applicable.
"Retained Interestholder" means DTAG as owner of all outstanding
capital stock of RCFC or any permitted successor or assign.
"Series 2002-1 Accrued Interest Account" has the meaning specified in
Section 4.6(b) of this Supplement.
"Series 2002-1 Accrued Interest Amount" means, with respect to any
Payment Date, an amount equal to the sum of (A) an amount equal to the interest
accrued on the Class A Notes for the related Series 2002-1 Interest Period which
will be equal to a product of (1) the Class A Rate for such Series 2002-1
Interest Period, (2) the Aggregate Principal Balance of the Class A Notes as of
the previous Payment Date after giving effect to any principal payments made on
such previous Payment Date (or in the case of the initial Payment Date, the
Series 2002-1 Initial Invested Amount), and (3) the number of days in such
Series 2002-1 Interest Period divided by 360, plus (B) an amount equal to the
Series 2002-1 Monthly Interest Shortfall for any prior 2002-1 Interest Period
which remains unpaid as of such Payment Date, together with interest on such
amount to such Payment Date.
"Series 2002-1 Available Subordinated Amount" means for any date of
determination, an amount equal to (a) the Series 2002-1 Available Subordinated
Amount for the preceding Determination Date (or in the case of the initial
Determination Date following the Series 2002-1 Closing Date, the Series 2002-1
Closing Date), minus (b) the Series 2002-1 Available Subordinated Amount
Incremental Losses for the Related Month, plus (c) the Series 2002-1 Available
Subordinated Amount Incremental Recoveries for the Related Month, minus (d) the
Series 2002-1 Lease Payment Losses allocable to the Series 2002-1 Available
Subordinated Amount pursuant to Section 4.7 of this Supplement since the
preceding Determination Date, plus (e) the Series 2002-1 Lease Payment
Recoveries allocable to the Series 2002-1 Available Subordinated Amount pursuant
to Section 4.7 of this Supplement since the preceding Determination Date, plus
(f) additional amounts, if any, contributed by RCFC since the preceding
Determination Date (or in the case of the first Determination Date, since the
Series 2002-1 Closing Date) to the Series 2002-1 Excess Funding Account for
allocation to the Series 2002-1 Available Subordinated Amount, including any
Cash Liquidity Amount, plus (g) the aggregate Net Book Value of additional
Eligible Vehicles contributed by the Retained Interestholder since the preceding
Determination Date (or in the case of the first Determination Date, since the
Series 2002-1 Closing Date) as Group III Master Collateral for allocation to the
Series 2002-1 Available Subordinated Amount pursuant to the Indenture, minus (h)
any amounts withdrawn from the Series 2002-1 Excess Funding Account since the
preceding Determination Date (or in the case of the first Determination Date,
since the Series 2002-1 Closing Date) for allocation to the Retained
Distribution Account. The "Series 2002-1 Available Subordinated Amount" for the
Series 2002-1 Closing Date through the first Determination Date shall mean not
less than $25,000,000.
26
"Series 2002-1 Available Subordinated Amount Incremental Losses"
means, for any Related Month, the sum of all Losses that became Losses during
such Related Month and which were allocated to the Series 2002-1 Available
Subordinated Amount pursuant to Section 4.7 of this Supplement.
"Series 2002-1 Available Subordinated Amount Incremental Recoveries"
means, for any Related Month, the sum of all Recoveries that became Recoveries
during such Related Month and which were allocated to the Series 2002-1
Available Subordinated Amount pursuant to Section 4.7 of this Supplement.
"Series 2002-1 Available Subordinated Amount Maximum Increase" means
1.1% of the sum of the Series 2002-1 Initial Invested Amount and the Series
2002-1 Available Subordinated Amount; provided, however, that if (i) a Series
2002-1 Enhancement Deficiency arises out of any Losses or Lease Payment Losses
and (ii) the Series 2002-1 Insurer shall have notified the Trustee in writing
that it consents to the waiver of such limit, then the Series 2002-1 Available
Subordinated Amount Maximum Increase applicable to the cure of such Series
2002-1 Enhancement Deficiency shall not be limited in amount.
"Series 2002-1 Carryover Controlled Amortization Amount" means, with
respect to the Series 2002-1 Notes for any Related Month during the Series
2002-1 Controlled Amortization Period, the excess, if any, of the Series 2002-1
Controlled Distribution Amount payable on the Payment Date occurring in the
Related Month over the principal amount distributed on such Payment Date with
respect to the Series 2002-1 Notes pursuant to Section 4.10 of this Supplement;
provided, however, that for the first Related Month in the Series 2002-1
Controlled Amortization Period, the Series 2002-1 Carryover Controlled
Amortization Amount shall be zero.
"Series 2002-1 Cash Collateral Account" has the meaning specified in
Section 4.16(a) of this Supplement.
"Series 2002-1 Cash Collateral Account Surplus" means, as of any date
of determination subsequent to the establishment and funding of the Series
2002-1 Cash Collateral Account pursuant to Section 4.17(a) of this Supplement,
the amount, if any, by which (a) the Available Draw Amount exceeds (b) the
Minimum Series 2002-1 Letter of Credit Amount.
"Series 2002-1 Cash Liquidity Account" has the meaning specified in
Section 4.6(b) of this Supplement.
"Series 2002-1 Closing Date" means June 4, 2002.
27
"Series 2002-1 Collection Account" has the meaning specified in
Section 4.6(a) of this Supplement.
"Series 2002-1 Controlled Amortization Amount" means an amount equal
to $58,333,334.
"Series 2002-1 Controlled Amortization Period" means the period
commencing on January 31, 2005 and ending on the earliest to occur of (i) the
date on which the Series 2002-1 Notes and all amounts owing to the Series 2002-1
Insurer are fully paid, (ii) the Series 2002-1 Termination Date, (iii) the
termination of the Base Indenture in accordance with its terms and (iv) the
commencement of the Series 2002-1 Rapid Amortization Period.
"Series 2002-1 Controlled Distribution Amount" means, with respect to
any Related Month during the Series 2002-1 Controlled Amortization Period, an
amount equal to the sum of the Series 2002-1 Controlled Amortization Amount and
any Series 2002-1 Carryover Controlled Amortization Amount for such Related
Month.
"Series 2002-1 Deposit Date" has the meaning specified in Section 4.7
of this Supplement.
"Series 2002-1 Distribution Account" has the meaning specified in
Section 4.12(a) of this Supplement.
"Series 2002-1 Distribution Account Collateral" has the meaning
specified in Section 4.12(d) of this Supplement.
"Series 2002-1 Enhancement Deficiency" means, with respect to any date
of determination, the amount, if any, by which the Enhancement Amount is less
than the Minimum Enhancement Amount for such day.
"Series 2002-1 Enhancement Factor" means, as of any date of
determination, an amount equal to (i) 100% minus (ii) the percentage equivalent
of a fraction, the numerator of which is the sum of the amounts determined
pursuant to clauses (a) and (b) of the definition of Minimum Enhancement Amount
as of such date and the denominator of which is the Series 2002-1 Invested
Amount as of such date.
"Series 2002-1 Excess Funding Account" has the meaning specified in
Section 4.6(a) of this Supplement.
"Series 2002-1 Expected Final Payment Date" means the August 25, 2005
Payment Date.
"Series 2002-1 Initial Invested Amount" means $350,000,000.
"Series 2002-1 Insurer" means Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance corporation.
28
"Series 2002-1 Insurer Payment" means, with respect to any Payment
Date, the premium payable to the Series 2002-1 Insurer pursuant to the Insurance
Agreement on such date.
"Series 2002-1 Insurer Reimbursement Amounts" means, as of any date of
determination, the sum of (i) an amount equal to the aggregate of any amounts
due as of such date to the Series 2002-1 Insurer in respect of unreimbursed
claims under the Series 2002-1 Policy, including interest thereon determined in
accordance with the Insurance Agreement, and (ii) an amount equal to the
aggregate of any other amounts due as of such date to the Series 2002-1 Insurer
pursuant to the Insurance Agreement (other than the Series 2002-1 Insurer
Payment).
"Series 2002-1 Interest Amount" means, as of any Payment Date, the sum
of (i) the Series 2002-1 Accrued Interest Amount, plus (ii) the Series 2002-1
Insurer Payment, plus (iii) the Series 2002-1 Insurer Reimbursement Amounts,
plus (iv) any other amount of interest, fees and expenses (including any taxes)
of RCFC due and payable in respect of the Series 2002-1 Notes.
"Series 2002-1 Interest Collections" means on any date of
determination, all Collections in the Group III Collection Account which
represent Monthly Variable Rent, Monthly Finance Rent or the Availability
Payment accrued under the Master Lease related to Group III Vehicles with
respect to the Series 2002-1 Notes or Interest Rate Cap Payments, plus the
Series 2002-1 Invested Percentage of any amount earned on Permitted Investments
in the Series 2002-1 Collection Account which constitute Group III Collateral
and which are available for distribution on such date.
"Series 2002-1 Interest Period" means a period from and including a
Payment Date to but excluding the next succeeding Payment Date; provided,
however, that the initial Series 2002-1 Interest Period shall be from the Series
2002-1 Closing Date to the initial Payment Date.
"Series 2002-1 Interest Rate Cap" means an interest rate cap
agreement, or other form of interest rate hedging agreement acceptable to the
Series 2002-1 Insurer, between a Qualified Interest Rate Cap Provider and RCFC.
"Series 2002-1 Invested Amount" means, on any date of determination,
an amount equal to (a) the Series 2002-1 Outstanding Principal Amount as of such
date, plus (b) the amount of any principal payments made to the Class A
Noteholders on or prior to such date with the proceeds of a demand on the Series
2002-1 Policy.
"Series 2002-1 Invested Percentage" means, on any date of
determination:
(i) when used with respect to Principal Collections during
the Series 2002-1 Revolving Period, and when used with respect to Losses,
Lease Payment Losses, Recoveries, Lease Payment Recoveries, cash on deposit
in the Master Collateral Account and the Collection Account and other
amounts at all times, the percentage equivalent of a fraction, the
numerator of which shall be an amount equal to the sum of (x) the Series
2002-1 Invested Amount and (y) the Series 2002-1 Available Subordinated
Amount, in each case as of the end of the second preceding Related Month
or, until the end of the second Related Month, as of the Series 2002-1
Closing Date, and the denominator of which shall be the greater of (A) the
Aggregate Asset Amount as of the end of the second preceding Related Month
or, until the end of the second Related Month, as of the Series 2002-1
Closing Date, and (B) as of the same date as in clause (A), the sum of the
numerators used to determine (i) invested percentages for allocations with
respect to Principal Collections (for all Group III Series of Notes
including all classes of such Series of Notes) and (ii) available
subordinated amount percentages for allocations with respect to Principal
Collections (for all Group III Series of Notes that provide for credit
enhancement in the form of overcollateralization); and
29
(ii) when used with respect to Principal Collections during
the Series 2002-1 Controlled Amortization Period and the Series 2002-1
Rapid Amortization Period, the percentage equivalent of a fraction, the
numerator of which shall be an amount equal to the sum of (x) the Series
2002-1 Invested Amount and (y) the Series 2002-1 Available Subordinated
Amount, in each case as of the end of the Series 2002-1 Revolving Period,
and the denominator of which shall be the greater of (A) the Aggregate
Asset Amount as of the end of the second preceding Related Month and (B) as
of the same date as in clause (A), the sum of the numerators used to
determine (i) invested percentages for allocations with respect to
Principal Collections (for all Group III Series of Notes including all
classes of such Series of Notes) and (ii) available subordinated amount
percentages for allocations with respect to Principal Collections (for all
Group III Series of Notes that provide for credit enhancement in the form
of overcollateralization).
"Series 2002-1 Investor Monthly Servicing Fee" means the Series 2002-1
Invested Percentage of the Group III Monthly Servicing Fee.
"Series 2002-1 Lease Payment Losses" means, as of any Determination
Date, an amount equal to the Series 2002-1 Invested Percentage of Lease Payment
Losses as of such date.
"Series 2002-1 Lease Payment Recoveries" means, for Determination
Date, the Series 2002-1 Invested Percentage of all Lease Payment Recoveries
received during the Related Month.
"Series 2002-1 Letter of Credit" means the irrevocable letter of
credit dated as of June 4, 2002, issued by the Series 2002-1 Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2002-1
Noteholders pursuant to the Enhancement Letter of Credit Application and
Agreement or any successor or replacement letter of credit meeting the
requirements of this Supplement and the Master Lease.
"Series 2002-1 Letter of Credit Amount" means, as of any date of
determination, the amount (a) available to be drawn on such date under the
Series 2002-1 Letter of Credit, as specified therein, or (b) if the Series
2002-1 Cash Collateral Account has been established and funded pursuant to
Section 4.17 of this Supplement, the amount on deposit in the Series 2002-1 Cash
Collateral Account on such date, which in either case in no event shall be less
than the Minimum Series 2002-1 Letter of Credit Amount.
30
"Series 2002-1 Letter of Credit Expiration Date" means the date the
Series 2002-1 Letter of Credit expires as specified in the Series 2002-1 Letter
of Credit, as such date may be extended in accordance with the terms of the
Series 2002-1 Letter of Credit.
"Series 2002-1 Letter of Credit Provider" means Credit Suisse First
Boston, a Swiss banking corporation, or such other Person providing the Series
2002-1 Letter of Credit in accordance with the terms of this Supplement and the
Master Lease.
"Series 2002-1 Monthly Interest Shortfall" means, as of any Payment
Date or the Series 2002-1 Termination Date and thereafter, the excess, if any,
of (i) the Series 2002-1 Accrued Interest Amount for such date, over (ii) the
amount on deposit in the Series 2002-1 Distribution Account for the payment of
the Series 2002-1 Accrued Interest Amount on such Payment Date after making all
allocations, deposits and claims under available credit enhancement for such
Payment Date.
"Series 2002-1 Monthly Supplemental Servicing Fee" means the Series
2002-1 Invested Percentage of the Group III Supplemental Servicing Fee.
"Series 2002-1 Non-Program Enhancement Percentage" means, with respect
to any date of determination, the greater of (a) an amount equal to (i) 100%
minus (ii) an amount equal to (x) the Market Value Adjustment Percentage, minus
(y) 19%, or, if the Additional Enhancement Condition (as such term is defined in
the Insurance Agreement) shall have occurred and shall be continuing under
Section 6.13 of the Insurance Agreement, unless such Additional Enhancement
Condition has been cured by DTAG or waived by the Series 2002-1 Insurer in its
sole discretion, 22% or, in either case, such other percentage as the Rating
Agencies and the Series 2002-1 Insurer shall approve, and (b) 19%, or, if such
Additional Enhancement Condition shall have occurred and shall be continuing,
unless such Additional Enhancement Condition has been cured by DTAG or waived by
the Series 2002-1 Insurer in its sole discretion, 22% or, in either case, such
other percentage as the Rating Agencies and the Series 2002-1 Insurer shall
approve.
"Series 2002-1 Note Prepayment Premium" has the meaning specified in
Section 8.1(d) of this Supplement.
"Series 2002-1 Noteholders" means, the Class A Noteholders.
"Series 2002-1 Notes" has the meaning specified in the first
paragraph of Article 1 of this Supplement, and means any one of the Class A
Notes executed by RCFC and authenticated and delivered by or on behalf of the
Trustee, substantially in the form of Exhibit A, attached hereto.
"Series 2002-1 Outstanding Principal Amount" means, on any date of
determination, an amount equal to (a) the Series 2002-1 Initial Invested Amount,
plus (b) the initial principal amount of any Additional Notes issued as Class A
Notes, minus (c) the amount of principal payments made to Class A Noteholders on
or prior to such date.
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"Series 2002-1 Policy" means the Note Guaranty Insurance Policy issued
by the Series 2002-1 Insurer pursuant to the Insurance Agreement to the Trustee
for the benefit of the Series 2002-1 Noteholders.
"Series 2002-1 Preference Amount" means any amount previously
distributed to a Series 2002-1 Noteholder on the Series 2002-1 Notes that is
recoverable and sought to be recovered as a voidable preference by a trustee in
bankruptcy pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction as a result of
which such Series 2002-1 Noteholder is required to return or has returned such
voided payment.
"Series 2002-1 Principal Allocation" has the meaning specified in
Section 4.7(a)(i)(B) of this Supplement.
"Series 2002-1 Principal Shortfall" means, as of the Series 2002-1
Termination Date, the amount by which the Series 2002-1 Outstanding Principal
Amount as of such date exceeds the amount on deposit in the Series 2002-1
Distribution Account on such date for the payment of principal after making all
allocations, deposits and claims under available credit enhancement for such
Payment Date.
"Series 2002-1 Program Enhancement Percentage" means, with respect to
any date of determination, 13.75%, or, if the Additional Enhancement Condition
(as such term is defined in the Insurance Agreement) shall have occurred and
shall be continuing under Section 6.13 of the Insurance Agreement, unless such
Additional Enhancement Condition has been cured by DTAG or waived by the Series
2002-1 Insurer in its sole discretion, 15.5% or, in either case, such other
percentage as the Rating Agencies and the Series 2002-1 Insurer shall approve.
"Series 2002-1 Rapid Amortization Period" means the period beginning
at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the
Series 2002-1 Notes and ending upon the earliest to occur of (i) the date on
which the Series 2002-1 Notes are paid in full and the Series 2002-1 Insurer has
been paid all Series 2002-1 Insurer Payments and other Series 2002-1 Insurer
Reimbursement Amounts then due; (ii) the Series 2002-1 Termination Date; and
(iii) the termination of the Indenture in accordance with its terms.
"Series 2002-1 Revolving Period" means, with respect t o the Series
2002-1 Notes, the period from and including the Series 2002-1 Closing Date to
the earlier of (i) the commencement of the Series 2002-1 Controlled Amortization
Period and (ii) the commencement (if any) of the Series 2002-1 Rapid
Amortization Period.
"Series 2002-1 Termination Date" means, with respect to the Series
2002-1 Notes, the August 25, 2006 Payment Date.
"Servicer" means Thrifty, Dollar or any Additional Lessee, as
applicable, in its capacity as a servicer under the Master Lease and any
successor servicer thereunder.
"Shared Principal Collections" means, as of any Payment Date,
Principal Collections allocable to a Group III Series of Notes as of such
Payment Date that are not required to make principal payments with respect to
such Group III Series of Notes as of such Payment Date under the related Series
Supplement and are allocable in accordance with the terms of such Series
Supplement to make payments on other Group III Series of Notes.
32
"Standard & Poor's" means Standard & Poor's, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies.
"Subaru" means Subaru of America, Inc., a New Jersey corporation.
"Sublease" means a standardized lease agreement, for the leasing of
Vehicles, between a Lessee, as lessor, and an Eligible Franchisee, as lessee.
"Substitute Group III Exchanged Vehicle Proceeds" means funds, in the
amount of the Net Book Value of Group III Exchanged Vehicles, transferred by
RCFC, at the direction of the Master Servicer, from (i) the Substitute Group III
Exchanged Vehicle Proceeds Amount, (ii) the Retained Distribution Account or
(iii) RCFC's capital and deposited into the Group III Collection Account to be
treated as Disposition Proceeds of such Group III Exchanged Vehicles.
"Substitute Group III Exchanged Vehicle Proceeds Amount" means, at any
time, funds, if any, set aside by RCFC in the Series 2002-1 Excess Funding
Account in respect of Group III Exchanged Vehicles for use as Substitute Group
III Exchanged Vehicle Proceeds.
"Supplemental Documents" is defined in Section 2.1 of the Master
Lease.
"Surety Bond" means any instrument pursuant to which the issuer
thereof agrees to pay on behalf of DTAG or any of its subsidiaries, an amount
then due and payable by DTAG or such subsidiary to another person (including an
insurer of DTAG or such subsidiary).
"Suzuki" means American Suzuki Motor Corporation, a California
corporation.
"Temporary Global Class A Notes" has the meaning specified in Section
7.1(b) of this Supplement.
"Term" is defined in Section 3.2 of the Master Lease.
"Termination Demand" means a demand for a LOC ermination Disbursement
under the Series 2002-1 Letter of Credit pursuant to a Certificate of
Termination Demand.
"Termination Payment" is defined in Section 12.3 of the Master Lease.
"Texas Vehicles" means Eligible Vehicles acquired by RCFC on or after
the Lease Commencement Date for lease in the State of Texas under Annex B of the
Master Lease.
"Toyota" means Toyota Motor Sales, U.S.A., Inc., a California
corporation
"Unused Exchange Proceeds" means the Exchange Proceeds that are not
used to acquire Group III Replacement Vehicles and which are transferred from an
Escrow Account to RCFC in accordance with the terms of the Exchange Agreement.
33
"U.S. Dollar" means the lawful currency of the United States of
America.
"Vehicle Acquisition Schedule" is defined in Section 2.1 of the Master
Lease.
"Vehicle Disposition Program Payment Due Date" means, with respect to
any payment due from a Manufacturer or Auction dealer in respect of a Program
Vehicle disposed of pursuant to the terms of the related Vehicle Disposition
Program, the thirtieth (30th) day after the Disposition Date for such Vehicle.
"Vehicle Funding Date" is defined in Section 3.1 of the Master Lease.
"Vehicle Lease Commencement Date" is defined in Section 3.1 of the
Master Lease.
"Vehicle Lease Expiration Date" with respect to each Group III
Vehicle, means the earliest of (i) the Disposition Date for such Group III
Vehicle, (ii) if such Group III Vehicle becomes a Casualty, the date funds in
the amount of the Net Book Value thereof are received by the Lessor, the Master
Collateral Agent or the Trustee (including by deposit into the Collection
Account or the Master Collateral Account) from any of the Lessees in accordance
with the Master Lease, and (iii) the Maximum Vehicle Lease Term of the Operating
Lease and the Financing Lease, as applicable, as specified in, respectively,
paragraph 5 of each of Annex A and Annex B to the Master Lease.
"Vehicle Order" is defined in Section 2.1 of the Master Lease.
"Vehicle Term" is defined in Section 3.1 of the Master Lease.
"VIN" is defined in Section 18 of the Master Lease.
"Volkswagen" means Volkswagen of America, Inc., a Michigan
corporation.
"Voluntary Insolvency Event" means the occurrence of a commencement by
DTAG of a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy,
insolvency or similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official for it
or any substantial part of its property, or shall consent to any such relief or
to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any corporate action to authorize
any of the foregoing.
ARTICLE 3.
GRANT OF RIGHTS UNDER THE MASTER LEASE
--------------------------------------
Section 3.1 Grant of Security Interest. (a) To secure the RCFC
Obligations and to secure compliance with the provisions of the Base Indenture
and this Supplement, RCFC hereby pledges, assigns, conveys, delivers, transfers
and sets over to the Trustee, for the benefit of the holders of any of the Group
III Series of Notes (the "Group III Noteholders") and the Series 2002-1 Insurer,
and hereby grants to the Trustee, for the benefit of the Group III Noteholders
and the Series 2002-1 Insurer, a first priority security interest in all of
RCFC's right, title and interest in and to all of the following assets, property
and interest in property of RCFC, whether now owned or hereafter acquired or
created, as it relates to the Master Lease, as that term is defined in this
Supplement (all of the following being referred to as the "Master Lease
Collateral"):
34
(i) the rights of RCFC under the Master Lease and any other
agreements relating to the Group III Vehicles to which RCFC is a party
other than the Vehicle Disposition Programs and any Group III Vehicle
insurance agreements (collectively, the "RCFC Agreements") including,
without limitation, all monies due and to become due to RCFC from the
Lessees under or in connection with the RCFC Agreements, whether payable as
rent, guaranty payments, fees, expenses, costs, indemnities, insurance
recoveries, damages for the breach of any of the RCFC Agreements or
otherwise, and all rights, remedies, powers, privileges and claims of RCFC
against any other party under or with respect to the RCFC Agreements
(whether arising pursuant to the terms of such RCFC Agreements or otherwise
available to RCFC at law or in equity), including the right to enforce any
of the RCFC Agreements as provided herein and to give or withhold any and
all consents, requests, notices, directions, approvals, extensions or
waivers under or with respect to the RCFC Agreements or the obligations of
any party thereunder;
(ii) the Demand Note;
(iii) the Group III Assignment of Exchange Agreement;
(iv) any Unused Exchange Proceeds; and
(v) all proceeds, products, offspring, rents or profits of
any and all of the foregoing including, without limitation, payments under
insurance (whether or not the Trustee is the loss payee thereof), and cash;
provided, however, the Master Lease Collateral shall not include the Retained
Distribution Account, any funds on deposit therein from time to time, any
certificates or instruments, if any, representing or evidencing any or all of
the Retained Distribution Account or the funds on deposit therein from time to
time, or any Permitted Investments made at any time and from time to time with
the funds on deposit in the Retained Distribution Account (including the income
thereon).
(b) To further secure the RCFC Obligations with respect to the Series
2002-1 Notes (but not any other Series of Notes), RCFC hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee for the benefit of the
Series 2002-1 Noteholders and the Series 2002-1 Insurer, and hereby grants to
the Trustee for the benefit of the Series 2002-1 Noteholders and the Series
2002-1 Insurer, a security interest in all of RCFC's right, title and interest
in and to all of the following assets, property and interests in property,
whether now owned or hereafter acquired or created:
(i) the Series 2002-1 Letter of Credit;
35
(ii) (A) any Series 2002-1 Cash Collateral Account; (B) all
funds on deposit therein from time to time; (C) all certificates and
instruments, if any, representing or evidencing any or all of any such
Series 2002-1 Cash Collateral Account or the funds on deposit therein from
time to time; and (D) all investments made at any time and from time to
time with moneys in any such Series 2002-1 Cash Collateral Account;
(iii) the Series 2002-1 Interest Rate Cap; and
(iv) all proceeds of any and all of the foregoing,
including, without limitation, cash.
(c) The Trustee, as trustee on behalf of the Series 2002-1
Noteholders and the Series 2002-1 Insurer, acknowledges the foregoing grant,
accepts the trusts under this Supplement in accordance with the provisions of
the Indenture and this Supplement and agrees to perform its duties required in
this Supplement to the best of its abilities to the end that the interests of
the Series 2002-1 Noteholders and the Series 2002-1 Insurer may be adequately
and effectively protected. The Master Lease Collateral shall secure the Group
III Series of Notes equally and ratably without prejudice, priority (except as
otherwise stated in this Supplement) or distinction.
(d) Notwithstanding anything to the contrary in this Supplement or
the Related Documents, the Master Lease Collateral shall not include, and RCFC
does not hereby pledge, assign, convey, deliver, transfer or set over to the
Trustee, any of the Group III Noteholders, or the Series 2002-1 Insurer, any
security interest, lien or other encumbrance in any Exchange Proceeds or any
account or other arrangement for holding or investing any Exchange Proceeds
until such time as RCFC is permitted to do so consistent with the limitations on
the rights of a party to receive, pledge, borrow, or otherwise obtain the
benefits of money or other property set forth in the "safe harbor" provisions of
Treasury Regulation ss. 1.1031(k)-1(g)(6).
ARTICLE 4.
ALLOCATION AND APPLICATION OF COLLECTIONS
-----------------------------------------
Any provisions of Article 4 of the Base Indenture and the Series
2001-1 Supplement, which allocate and apply Collections shall continue to apply
irrespective of the issuance of the Series 2002-1 Notes. Sections 4.1 through
4.5 of the Base Indenture shall be read in their entirety as provided in the
Base Indenture, provided that for purposes of the Series 2002-1 Notes, clauses
(c), (d) and (e) of Section 4.2 of the Base Indenture shall be modified as
permitted by Section 11.1(f) of the Base Indenture and shall read as follows:
(c) Right of Master Servicer to Deduct Fees. Notwithstanding
anything in this Indenture to the contrary but subject to any
limitations set forth in the applicable Supplement, as long as (x) the
Master Servicer is DTAG or an Affiliate of DTAG and (y) the Retained
Interest Amount equals or exceeds zero, the Master Servicer (i) may
make or cause to be made deposits of Collections to the Group III
Collection Account net of any amounts which are allocable to the
Retained Distribution Account and represent amounts due and owing to
it in its capacity as Master Servicer and (ii) need not deposit or
cause to be deposited any amounts to be paid to the Master Servicer
pursuant to this Section 4.2 and such amounts will be deemed paid to
the Master Servicer, as the case may be, pursuant to this Section 4.2.
36
(d) Sharing Collections. To the extent that Principal
Collections that are allocated to the Series 2002-1 Notes on a Payment
Date are not needed to make payments of principal to Series 2002-1
Noteholders or required to be deposited in the Series 2002-1
Distribution Account on such Payment Date, such Principal Collections
may, at the direction of the Master Servicer, be applied to cover
principal payments due to or for the benefit of Noteholders of other
Group III Series of Notes. Any such reallocation will not result in a
reduction of the Aggregate Principal Balance or the Series 2002-1
Invested Amount.
(e) Unallocated Principal Collections. If, after giving effect
to Section 4.2(d), Principal Collections allocated to the Series
2002-1 Notes on any Payment Date are in excess of the amount required
to pay amounts due in respect of the Series 2002-1 Notes or to the
Series 2002-1 Insurer on such Payment Date in full, then any such
excess Principal Collections shall be allocated to the Retained
Distribution Account (provided that no Series 2002-1 Enhancement
Deficiency or Asset Amount Deficiency exists or would result from such
allocation).
In addition, for purposes of Section 4.2(a) of the Base Indenture,
the Master Servicer in its capacity as such under the Master Lease shall cause
all Collections allocable to Group III Collateral in accordance with the
Indenture and the Master Collateral Agency Agreement, as applicable, to be paid
directly into the Group III Collection Account or the Master Collateral Account,
as applicable.
Article 4 of the Base Indenture (except for Sections 4.1 through 4.5
thereof subject to the proviso in the first paragraphs of this Article 4 and the
immediately preceding sentence) shall read in its entirety as follows and shall
be applicable only to the Series 2002-1 Notes:
Section 4.6 Establishment of Group III Collection Account, Series
2002-1 Collection Account, Series 2002-1 Excess Funding Account and Series
2002-1 Accrued Interest Account. (a) The Trustee has created an administrative
sub-account within the Collection Account for the benefit of holders of Notes
from a Group III Series of Notes and the Series 2002-1 Insurer (such
sub-account, the "Group III Collection Account"). In addition, the Trustee will
create two administrative sub-accounts within the Collection Account. One such
sub-account will be established for the benefit of the Series 2002-1 Noteholders
and the Series 2002-1 Insurer (such sub-account, the "Series 2002-1 Collection
Account"). The second sub-account will be established for the benefit of the
Series 2002-1 Noteholders and the Series 2002-1 Insurer (such sub-account, the
"Series 2002-1 Excess Funding Account"). A portion of funds on deposit in the
Series 2002-1 Excess Funding Account may, on the Series 2002-1 Closing Date and
from time to time thereafter, be designated by RCFC as either (i) the Cash
Liquidity Amount or (ii) the Substitute Group III Exchanged Vehicle Proceeds
Amount. These designated amounts shall be available only for the purposes
specified herein and shall not be otherwise generally available for withdrawal
to be used for the purposes of other funds in the Series 2002-1 Excess Funding
Account.
37
(b) The Trustee will further divide the Series 2002-1 Collection
Account by creating an additional administrative sub-account for the benefit of
the Series 2002-1 Noteholders and the Series 2002-1 Insurer (such sub-account,
the "Series 2002-1 Accrued Interest Account"). The Trustee will further divide
the Series 2002-1 Excess Funding Account by creating an additional
administrative sub-account for the benefit of the Series 2002-1 Noteholders and
the Series 2002-1 Insurer (such sub-account, the "Series 2002-1 Cash Liquidity
Account").
(c) All Collections in respect of the Group III Collateral and
allocable to the Group III Series of Notes and the Series 2002-1 Insurer shall
be allocated to the Group III Collection Account. All Collections in the Group
III Collection Account allocable to the Series 2002-1 Notes and the Series
2002-1 Insurer and the Series 2002-1 Available Subordinated Amount shall be
allocated to the Series 2002-1 Collection Account or the Series 2002-1 Excess
Funding Account as provided below; provided, however, the Trustee shall also
deposit all amounts required to be deposited in the Series 2002-1 Cash Liquidity
Account as provided hereinbelow and such amounts on deposit in the Series 2002-1
Cash Liquidity Account shall only be available for application as provided in
Sections 4.8(c) and 4.9, and shall not be available to be withdrawn in respect
of amounts otherwise to be withdrawn from the Series 2002-1 Excess Funding
Account pursuant to the Base Indenture, this Supplement or any other Series
Supplement.
Section 4.7 Allocations with Respect to the Series 2002-1 Notes.
All allocations in this Section 4.7 will be made in accordance with written
direction of the Master Servicer or, if the Master Servicer shall fail to
provide written direction, in accordance with the written direction of the
Series 2002-1 Insurer (which the Series 2002-1 Insurer may provide in its sole
discretion). The proceeds from the sale of the Series 2002-1 Notes, together
with any funds deposited with RCFC by DTAG in its capacity as the Retained
Interestholder, will, on the Series 2002-1 Closing Date, be deposited by the
Trustee into the Group III Collection Account and, concurrently with such
initial deposit, allocated by the Trustee to the Series 2002-1 Excess Funding
Account. On each Business Day on which Collections are deposited into the Group
III Collection Account (each such date, a "Series 2002-1 Deposit Date"), the
Master Servicer or, if the Master Servicer shall fail to so direct the Trustee,
the Series 2002-1 Insurer will direct the Trustee in writing to allocate all
amounts deposited into the Group III Collection Account in accordance with the
provisions of this Section 4.7. If the Series 2002-1 Insurer elects in its sole
discretion, to provide to the Trustee any direction under this Section 4.7, the
Series 2002-1 Insurer shall provide to the Master Servicer one (1) Business Day
prior written notice thereof; provided, that the failure of the Series 2002-1
Insurer to provide such notice to the Master Servicer shall not effect the
Series 2002-1 Insurer's right to provide direction to the Trustee.
(a) Allocations During the Series 2002-1 Revolving Period. During the
Series 2002-1 Revolving Period, the Master Servicer or the Series 2002-1
Insurer, as applicable, will direct the Trustee to allocate, on each Series
2002-1 Deposit Date, all amounts deposited into the Group III Collection Account
as set forth below:
38
(i) with respect to all Collections (including Recoveries
and Lease Payment Recoveries):
(A) allocate to the Series 2002-1 Collection Account
an amount equal to the Series 2002-1 Interest Collections received on
such day. All such amounts allocated to the Series 2002-1 Collection
Account shall be further allocated to the Series 2002-1 Accrued
Interest Account; provided, however, that if with respect to any
Related Month the aggregate of all such amounts allocated to the
Series 2002-1 Accrued Interest Account during such Related Month
exceeds the Series 2002-1 Interest Amount on the Payment Date next
succeeding such Related Month pursuant to Section 4.8, then the amount
of such excess shall be allocated to the Series 2002-1 Excess Funding
Account;
(B) allocate an amount equal to the Series 2002-1
Invested Percentage (as of such day) of the aggregate amount of
Collections that are Principal Collections on such day (for any such
day, such amount, the "Series 2002-1 Principal Allocation") to the
Series 2002-1 Collection Account in an amount necessary, after taking
into account the allocation of Interest Collections in (A) above,
first, to reimburse the Series 2002-1 Insurer in full for any claims
on the Series 2002-1 Policy that have not been previously reimbursed,
second, to replenish the Series 2002-1 Cash Collateral Account to the
extent withdrawals have theretofore been made pursuant to Section
4.15(b) hereof in respect of unpaid Demand Note draws, which
withdrawals have not been replenished pursuant to this clause (i), and
third, to replenish the Series 2002-1 Available Subordinated Amount to
the extent that the Series 2002-1 Available Subordinated Amount has
theretofore been reduced as a result of any Losses allocated thereto
pursuant to clause (ii) below;
(C) allocate any remaining Principal Collections
constituting the Series 2002-1 Principal Allocation on such day to the
Series 2002-1 Excess Funding Account; and
(D) allocate to the Retained Distribution Account an
amount equal to (x) the applicable Retained Interest Percentage (as of
such day) of the aggregate amount of Collections that are Principal
Collections on such date, minus (y) any amounts, other than Servicing
Fees, which have been withheld by the Master Servicer pursuant to
Section 4.2(c) of the Base Indenture to the extent such amounts
withheld under Section 4.2(c) of the Base Indenture represent all or
part of the Retained Interest Amount;
(ii) with respect to all Losses:
(A) allocate an amount equal to the Series 2002-1
Invested Percentage (as of such day) of the aggregate amount of Losses
on such day, first, to reduce the Series 2002-1 Available Subordinated
Amount until the Series 2002-1 Available Subordinated Amount has been
reduced to zero and second, allocate remaining Losses to making a
claim under the Demand Note pursuant to Section 4.15 hereof until such
claim would reduce the Demand Note to zero; and
39
(B) on any such Business Day allocate to the Retained
Interest Amount an amount equal to the Retained Interest Percentage
(as of such day) of the aggregate amount of such Losses on such day,
which amount shall reduce the Retained Interest Amount.
(iii) with respect to all Lease Payment Losses:
(A) allocate an amount equal to the Series 2002-1
Invested Percentage (as of such day) of the aggregate amount of Lease
Payment Losses on such day, first, to reduce the Series 2002-1
Available Subordinated Amount until the Series 2002-1 Available
Subordinated Amount has been reduced to zero; and second, allocate
remaining Lease Payment Losses to making a drawing under the Series
2002-1 Letter of Credit pursuant to Section 4.14(b) hereof or to make
a withdrawal from the Series 2002-1 Cash Collateral Account if it has
been funded at such time (except during any Insolvency Period to the
extent that any such drawing or withdrawal, as the case may be, is
prohibited during such Insolvency Period pursuant to Section 4.18(c)
of this Supplement) until the Available Draw Amount has been reduced
to zero; and
(B) allocate to the Retained Interest Amount an amount
equal to the Retained Interest Percentage (as of such day) of the
aggregate amount of such Lease Payment Losses on such day, which
amount shall reduce the Retained Interest Amount.
(b) Allocations During the Series 2002-1 Controlled Amortization
Period. During the Series 2002-1 Controlled Amortization Period, the Master
Servicer or the Series 2002-1 Insurer, as applicable, will direct the Trustee to
allocate, on each Series 2002-1 Deposit Date, all amounts deposited into the
Group III Collection Account as set forth below:
(i) with respect to all Collections (including Recoveries
and Lease Payment Recoveries):
(A) allocate to the Series 2002-1 Collection Account
an amount determined as set forth in Section 4.7(a)(i)(A) above for
such day, which amount shall be deposited in the Series 2002-1 Accrued
Interest Account and, as and to the extent provided in Section
4.7(a)(i)(A) above, allocated to the Series 2002-1 Excess Funding
Account;
(B) allocate to the Series 2002-1 Collection Account
out of the Series 2002-1 Principal Allocation to the extent of
Recoveries and Lease Payment Recoveries, an amount necessary to
reimburse the Series 2002-1 Insurer in full for any claims on the
Series 2002-1 Policy (after taking into account the amounts allocated
in (A) above), second to replenish the Series 2002-1 Cash Collateral
Account to the extent withdrawals have theretofore been made pursuant
to Section 4.15(b) hereof in respect of unpaid Demand Note draws,
which withdrawals have not been replenished pursuant to this clause
(i), and third, to replenish the Series 2002-1 Available Subordinated
Amount to the extent that the Series 2002-1 Available Subordinated
Amount has theretofore been reduced as a result of any Losses
allocated thereto pursuant to clause (ii) below;
40
(C) allocate to the Series 2002-1 Collection Account
an amount equal to the remaining Series 2002-1 Principal Allocation
for such day (after making the allocations in (B) above), which amount
shall be used to make principal payments in respect of the Series
2002-1 Notes; provided, however, that if the aggregate amount of all
the Series 2002-1 Principal Allocations during a Related Month exceeds
the Series 2002-1 Controlled Distribution Amount for the Payment Date
next succeeding such Related Month, such excess shall be allocated to
the Series 2002-1 Excess Funding Account; and
(D) allocate to the Retained Distribution Account an
amount determined as set forth in Section 4.7(a)(i)(D) above for such
day;
(ii) with respect to all Losses:
(A) decrease the Series 2002-1 Available Subordinated
Amount and then make a claim under the Demand Note in accordance with
Section 4.15 hereof, as and to the extent provided in Section
4.7(a)(ii)(A) above for such day; and
(B) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(ii)(B) above for such day,
which amount shall reduce the Retained Interest Amount.
(iii) with respect to all Lease Payment Losses:
(A) decrease the Series 2002-1 Available Subordinated
Amount and make a claim under the Series 2002-1 Letter of Credit in
accordance with Section 4.14(b) hereof, as and to the extent provided
in Section 4.7(a)(iii)(A) above for such day; and
(B) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iii)(B) above for such day,
which amount shall reduce the Retained Interest Amount.
(c) Allocations During the Series 2002-1 Rapid Amortization Period.
During the Series 2002-1 Rapid Amortization Period, the Master Servicer or the
Series 2002-1 Insurer, as applicable, will direct the Trustee to allocate, on
each Series 2002-1 Deposit Date, all amounts deposited into the Group III
Collection Account as set forth below:
(i) with respect to all Collections (including Recoveries
and Lease Payment Recoveries):
41
(A) allocate to the Series 2002-1 Collection Account
an amount determined as set forth in Section 4.7(a)(i)(A) above for
such day, plus an amount (which shall have been approved by the Series
2002-1 Insurer) up to $500,000 to be applied to the payment of legal
fees and expenses, if any and, if DTAG is no longer the Master
Servicer, the amount equal to the sum of the Series 2002-1 Investor
Monthly Servicing Fee and Series 2002-1 Monthly Supplemental Servicing
Fee, which amount shall be deposited in the Series 2002-1 Accrued
Interest Account and, as and to the extent provided in Section
4.7(a)(i)(A) above, allocate an amount to the Series 2002-1 Excess
Funding Account;
(B) allocate to the Series 2002-1 Collection Account
an amount equal to the remaining Series 2002-1 Principal Allocation
for such day (after making the allocations in (A) above), which
amounts shall be used to make principal payments on a pro rata basis
in respect of the Series 2002-1 Notes and any amounts payable to the
Series 2002-1 Insurer; and
(C) allocate to the Series 2002-1 Collection Account
out of the Series 2002-1 Principal Allocation, an amount necessary to
reimburse the Series 2002-1 Insurer in full for any claims on the
Series 2002-1 Policy (after taking into account the amounts allocated
in (B) above), second to replenish the Series 2002-1 Cash Collateral
Account to the extent withdrawals have theretofore been made pursuant
to Section 4.15(b) hereof in respect of unpaid Demand Note draws,
which withdrawals have not been replenished pursuant to this clause
(i), and third, to replenish the Series 2002-1 Available Subordinated
Amount to the extent that the Series 2002-1 Available Subordinated
Amount has theretofore been reduced as a result of any Losses
allocated thereto pursuant to clause (ii) below;
(D) allocate to the Retained Distribution Account an
amount determined as set forth in Section 4.7(a)(i)(D) above for such
day;
(ii) with respect to all Losses:
(A) decrease the Series 2002-1 Available Subordinated
Amount and then make a claim under the Demand Note as and to the
extent provided in Section 4.7(a)(ii)(A) above for such day; and
(B) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(ii)(B) above for such day,
which amount shall reduce the Retained Interest Amount.
(iii) with respect to all Lease Payment Losses:
(A) decrease the Series 2002-1 Available Subordinated
Amount and make a claim under the Series 2002-1 Letter of Credit in
accordance with Section 4.14(b) hereof, as and to the extent provided
in Section 4.7(a)(iii)(A) above for such day; and
42
(B) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iii)(B) above for such day,
which amount shall reduce the Retained Interest Amount.
(d) Additional Allocations. Notwithstanding the foregoing provisions
of this Section 4.7,
(i) provided the Series 2002-1 Rapid Amortization Period
has not commenced, amounts allocated to the Series 2002-1 Excess Funding
Account in excess of the Cash Liquidity Amount, if any, and the Substitute
Group III Exchanged Vehicle Proceeds Amount, if any, and that are not
allocated to making payments under the Series 2002-1 Notes or other amounts
pursuant to this Article IV, may, at the discretion of RCFC and as and to
the extent permitted in the related Series Supplements, be used to pay the
principal amount of other Group III Series of Notes that are then in
amortization and, after such payment, any such remaining funds after making
any such principal payments, may, at RCFC's option, be (i) used to finance,
refinance or acquire Vehicles, to the extent Eligible Vehicles have been
requested by any of the Lessees under the Master Lease, or (ii)
transferred, on any Payment Date, to the Retained Distribution Account, to
the extent that the Retained Interest Amount equals or exceeds zero after
giving effect to such payment and so long as no Series 2002-1 Enhancement
Deficiency or Asset Amount Deficiency exists or would result therefrom;
provided, however, that funds remaining after the application of such funds
to the payment of the principal amount of other Group III Series of Notes
that are in amortization and to the financing, refinancing or acquisition
of Group III Vehicles may be transferred to the Retained Distribution
Account on a day other than a Payment Date if the Master Servicer furnishes
to the Trustee an Officer's Certificate to the effect that such transfer
will not cause any of the foregoing deficiencies to occur either on the
date that such transfer is made or, in the reasonable anticipation of the
Master Servicer, on the next Payment Date. Funds in the Retained
Distribution Account shall, at the option of RCFC, be available to finance,
refinance or acquire Vehicles, to the extent Eligible Vehicles have been
requested by any of the Lessees under the Master Lease, to pay the Net Book
Value of Vehicles being tendered for exchange of like-kind property into
the Group III Collection Account, or for distribution to the Retained
Interestholder (including any advances made under the Demand Note or
otherwise);
(ii) in the event that the Master Servicer is not DTAG or an
Affiliate of DTAG, the Master Servicer shall not be entitled to withhold
any amounts pursuant to Section 4.2(c) and the Trustee shall deposit
amounts payable to the Master Servicer in the Group III Collection Account
pursuant to the provisions of Section 4.2 on each Series 2002-1 Deposit
Date;
(iii) any amounts withheld by the Master Servicer and not
deposited in the Collection Account pursuant to Section 4.2(c) shall be
deemed to be deposited in the Collection Account on the date such amounts
are withheld for purposes of determining the amounts to be allocated
pursuant to this Section 4.7;
43
(iv) if there is more than one Group III Series of Notes
outstanding, then Sections 4.7(a)(i)(C), 4.7(b)(i)(C) and 4.7(c)(i)(C)
above shall not be duplicative with any similar provisions contained in any
other Supplement and the Retained Interestholder shall only be paid such
amount once with respect to any Payment Date;
(v) RCFC may, from time to time in its sole discretion,
increase the Series 2002-1 Available Subordinated Amount by (a) (i)
allocating to the Series 2002-1 Available Subordinated Amount Eligible
Vehicles theretofore allocated to the Retained Interest and (ii) delivering
to the Trustee an Officer's Certificate affirming with respect to such
Vehicles the representations and warranties set forth in Section 6.14 of
the Base Indenture (and an Opinion of Counsel to the same effect) or (b)
(i) depositing funds into the Series 2002-1 Excess Funding Account by
transfer from the Retained Distribution Account or otherwise, and (ii)
delivering to the Master Servicer and the Trustee an Officer's Certificate
setting forth the amount of such funds and stating that such funds shall be
allocated to the Series 2002-1 Available Subordinated Amount; provided,
however, that (x) RCFC shall have no obligation to so increase the Series
2002-1 Available Subordinated Amount at any time and (y) RCFC may not
increase the Series 2002-1 Available Subordinated Amount at any time if the
amount of such increase, together with the sum of the amounts of all prior
increases, if any, of the Series 2002-1 Available Subordinated Amount would
exceed the applicable Series 2002-1 Available Subordinated Amount Maximum
Increase, excluding from such calculation any increase in the Series 2002-1
Available Subordinated Amount (1) through Recoveries or from funds
constituting repayments of principal under the Demand Note, or (2) relating
to an increase in any component of the Minimum Enhancement Amount that
results from (a) an increase in the ratio of Group III Vehicles that are
Non-Program Vehicles to all Group III Vehicles, (b) a reduction in the
aggregate amount of cash and Permitted Investments in the Collection
Account and the Master Collateral Account that are allocable to the Group
III Series of Notes, or (c) a decrease in Market Value Adjustment
Percentage;
(vi) provided that the Insolvency Period has not commenced,
amounts on deposit in the Series 2002-1 Cash Liquidity Account in excess of
the Minimum Liquidity Amount on any Series 2002-1 Deposit Date may on such
Series 2002-1 Deposit Date be withdrawn from the Series 2002-1 Cash
Liquidity Account and deposited into the Series 2002-1 Excess Funding
Account; and
(vii) if the Insolvency Period has commenced, amounts on
deposit in the Series 2002-1 Cash Liquidity Account will be available to be
transferred by the Trustee to the distribution accounts for application
pursuant to Sections 4.8 and 4.9 hereof as applicable.
Section 4.8 Monthly Payments. All of the payments in this Section
4.8 will be made in accordance with written direction of the Master Servicer or,
if the Master Servicer shall fail to give such direction, at the written
direction of the Series 2002-1 Insurer (which the Series 2002-1 Insurer may
provide in its sole discretion). On each Reporting Date, as provided below, the
Master Servicer or, if the Master Servicer shall fail to do so, the Series
2002-1 Insurer may in its sole discretion, instruct the Trustee to withdraw, and
on the following Payment Date the Trustee, acting in accordance with such
instructions, shall withdraw the amounts required to be withdrawn from the Group
III Collection Account pursuant to Sections 4.8(a) through (c) below in respect
of all funds available from Series 2002-1 Interest Collections processed since
the preceding Payment Date and allocated to the holders of the Series 2002-1
Notes. If the Series 2002-1 Insurer elects in its sole discretion, to provide to
the Trustee any direction under this Section 4.8, the Series 2002-1 Insurer
shall provide to the Master Servicer one (1) Business Day prior written notice
thereof; provided, that the failure of the Series 2002-1 Insurer to provide such
notice to the Master Servicer shall not effect the Series 2002-1 Insurer's right
to provide directions or instructions to the Trustee.
44
(a) Note Interest with respect to the Series 2002-1 Notes. On each
Reporting Date, the Master Servicer or the Series 2002-1 Insurer, as applicable,
shall instruct the Trustee to withdraw on the next succeeding Payment Date from
amounts on deposit in the Series 2002-1 Accrued Interest Account as a result of
the allocations, drawings and withdrawals under Section 4.7 hereof, and deposit
in the Series 2002-1 Distribution Account the lesser of (i) the amount on
deposit in the Series 2002-1 Accrued Interest Account and (ii) the Series 2002-1
Interest Amount. The amount on deposit in the Series 2002-1 Accrued Interest
Account, after taking into account any funds available therein from the Series
2002-1 Cash Liquidity Account, if any (following the establishment thereof
pursuant to Section 4.18 of this Supplement), the Series 2002-1 Excess Funding
Account in excess of the Cash Liquidity Amount, if any, and the Substitute Group
III Exchanged Vehicle Proceeds Amount, if any, claims made under the Demand
Note, proceeds of draws on the Series 2002-1 Letter of Credit or withdrawals
from the Series 2002-1 Cash Collateral Account, as the case may be, in each
case, applied as described in Section 4.9 of this Supplement, shall be withdrawn
by the Trustee on the following Payment Date and deposited in the Series 2002-1
Distribution Account and, in accordance with Section 5.1 of the Base Indenture,
used to pay, first to the Series 2002-1 Insurer, an amount equal to the Series
2002-1 Insurer Payment; second to the Series 2002-1 Noteholders, pro rata, an
amount equal to the Series 2002-1 Accrued Interest Amount; and third to the
Series 2002-1 Insurer, an amount equal to the Series 2002-1 Insurer
Reimbursement Amount, in each case, for such Payment Date.
(b) Legal Fees. On each Payment Date during the Series 2002-1 Rapid
Amortization Period (provided the consent of the Series 2002-1 Insurer has been
received), the Master Servicer shall, prior to making all distributions required
to be made pursuant to Section 4.8(a) of this Supplement, instruct each of the
Trustee to withdraw from the Series 2002-1 Accrued Interest Account, for payment
to RCFC, an amount up to an aggregate amount for all such Payment Dates of
$500,000 to be applied to the payment of legal fees and expenses, if any, of
RCFC. On such Payment Date, the Trustee shall withdraw such amount from the
Series 2002-1 Accrued Interest Account and remit such amount to RCFC.
(c) Servicing Fee. On each Payment Date, the Master Servicer or the
Series 2002-1 Insurer, as applicable, shall, after directing all distributions
required to be made pursuant to Sections 4.8(a) and (b) of this Supplement or in
the event that on the related Determination Date DTAG or any Affiliate thereof
shall no longer be the Master Servicer, prior to such distributions being made
(or if in addition to the foregoing the Series 2002-1 Rapid Amortization Period
has also commenced, prior to making all distributions required to be made
pursuant to Section 4.8(a) of this Supplement but after making all distributions
required to be made pursuant to Section 4.8(b)), instruct in writing the Trustee
to withdraw from the Series 2002-1 Accrued Interest Account, for payment to the
Master Servicer, an amount equal to (a) the Series 2002-1 Investor Monthly
Servicing Fee and any Series 2002-1 Monthly Supplemental Servicing Fee accrued
during the preceding Series 2002-1 Interest Period, plus (b) all accrued and
unpaid Series 2002-1 Investor Monthly Servicing Fees and any accrued and unpaid
Series 2002-1 Monthly Supplemental Servicing Fees, minus (c) the amount of any
Series 2002-1 Investor Monthly Servicing Fees and Series 2002-1 Monthly
Supplemental Servicing Fees withheld by the Master Servicer pursuant to the Base
Indenture. On such Payment Date, the Trustee shall withdraw such amount from the
Series 2002-1 Accrued Interest Account and remit such amount to the Master
Servicer. If on any Payment Date during the Series 2002-1 Rapid Amortization
Period, if and only if an Insolvency Period shall be continuing, the amount on
deposit in the Series 2002-1 Accrued Interest Account is insufficient to pay the
amount described in the second preceding sentence, the Trustee shall withdraw
from the Series 2002-1 Cash Liquidity Account and the Cash Liquidity Amount, if
any, an amount equal to the lesser of (i) the amount of such insufficiency and
(ii) the amount then on deposit in the Series 2002-1 Cash Liquidity Account and
such Cash Liquidity Amount, if any, and shall remit such amount, as well as any
amount available in the Series 2002-1 Accrued Interest Account, to the Master
Servicer.
45
Section 4.9 Deposits in Respect of Payment of Note Interest. (a)
All payments made pursuant to this Section 4.9 will be made in accordance with
the written instructions of the Master Servicer or, if the Master Servicer shall
fail to give such instructions, in accordance with the written instructions of
the Series 2002-1 Insurer (which the Series 2002-1 Insurer may provide in its
sole discretion). If the Series 2002-1 Insurer elects in its sole discretion, to
provide to the Trustee any direction under this Section 4.9, the Series 2002-1
Insurer shall provide to the Master Servicer one (1) Business Day prior written
notice thereof; provided, that the failure of the Series 2002-1 Insurer to
provide such notice to the Master Servicer shall not effect the Series 2002-1
Insurer's right to provide instructions to the Trustee. On each Payment Date, to
the extent that after the allocations and deposits required pursuant to Section
4.7 and Section 4.8(a) of this Supplement a shortfall exists in the amounts
available in the Series 2002-1 Distribution Account to pay the Series 2002-1
Accrued Interest Amount and Series 2002-1 Insurer Payment for such Payment Date
(the "Interest Allocation Shortfall"), and if and only if an Insolvency Period
shall be continuing, the Master Servicer or the Series 2002-1 Insurer, as
applicable, shall instruct the Trustee to withdraw from funds on deposit in the
Series 2002-1 Cash Liquidity Account and from the Cash Liquidity Amount, if any,
an amount equal to the lesser of (A) the amount of such Interest Allocation
Shortfall and (B) the amount on deposit in the Series 2002-1 Cash Liquidity
Account (after giving effect to any withdrawals therefrom required on such
Payment Date by Sections 4.18(a) and 4.8(c)) and the Cash Liquidity Amount, if
any, and deposit such amount in the Series 2002-1 Distribution Account to pay
the Interest Allocation Shortfall. If an Interest Allocation Shortfall continues
to exist after the deposits required pursuant to the preceding sentence have
been made, the Master Servicer or the Series 2002-1 Insurer, as applicable,
shall instruct the Trustee to withdraw from funds on deposit in the Series
2002-1 Excess Funding Account, an amount equal to the lesser of (A) the amount
on deposit in the Series 2002-1 Excess Funding Account in excess of the Cash
Liquidity Amount, if any, and the Substitute Group III Exchanged Vehicle
Proceeds Amount, if any, on such Payment Date and (B) such remaining amount of
the Interest Allocation Shortfall, and deposit such amount in the Series 2002-1
Distribution Account to pay the remaining Interest Allocation Shortfall. If an
Interest Allocation Shortfall continues to exist after the deposits required
pursuant to the preceding two sentences have been made, if amounts have been
allocated to a drawing on the Series 2002-1 Letter of Credit pursuant to the
allocations set forth in Section 4.7 of this Supplement, the Master Servicer or
the Series 2002-1 Insurer, as applicable, shall instruct the Trustee to make a
drawing on the Series 2002-1 Letter of Credit pursuant to Section 4.14 of this
Supplement and deposit the lesser of (A) the amount allocated to a drawing on
the Series 2002-1 Letter of Credit pursuant to Section 4.7 of this Supplement
(not to exceed the Available Draw Amount) and (B) the amount of the remaining
Interest Allocation Shortfall, in the Series 2002-1 Distribution Account.
Notwithstanding anything in the foregoing to the contrary, this Section 4.9(a)
shall not in any way limit the amount of any claim, withdrawal or drawing with
respect to the Demand Note, Series 2002-1 Letter of Credit or Series 2002-1 Cash
Collateral Account under and pursuant to any other provision of this Supplement.
46
(b) If a Series 2002-1 Monthly Interest Shortfall exists after the
deposits required pursuant to the preceding three sentences have been made, the
Master Servicer or the Series 2002-1 Insurer, as applicable, will instruct the
Trustee to make a claim on the Series 2002-1 Policy in an amount equal to the
Series 2002-1 Monthly Interest Shortfall for such date, and deposit such amount
in the Series 2002-1 Distribution Account for direct payment to the Series
2002-1 Noteholders.
(c) If on any date a Series 2002-1 Preference Amount arises in
respect of a payment of interest on the Series 2002-1 Notes, the Trustee shall
make a claim on the Series 2002-1 Policy, in accordance with the terms thereof
and Section 4.19 hereof in respect of such Series 2002-1 Preference Amount.
Section 4.10 Deposits in Respect of Payment of Note Principal. All
payments made pursuant to this Section 4.10 will be made in accordance with the
written instructions of the Master Servicer or, if the Master Servicer shall
fail to give such instructions, in accordance with the written instructions of
the Series 2002-1 Insurer (which the Series 2002-1 Insurer may provide in its
sole discretion). If the Series 2002-1 Insurer elects in its sole discretion, to
provide to the Trustee any direction under this Section 4.10, the Series 2002-1
Insurer shall provide to the Master Servicer one (1) Business Day prior written
notice thereof; provided, that the failure of the Series 2002-1 Insurer to
provide such notice to the Master Servicer shall not effect the Series 2002-1
Insurer's right to provide directions or instructions to the Trustee.
(a) Series 2002-1 Notes.
(i) Commencing on the second Determination Date after the
commencement of the Series 2002-1 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 2002-1 Rapid
Amortization Period, the Master Servicer or the Series 2002-1 Insurer, as
applicable, shall instruct the Trustee as to the following:
(A) the Series 2002-1 Controlled Distribution Amount
for the Related Month, (B) the amount allocated to the Series 2002-1
Notes during the Related Month pursuant to Section 4.7(b)(i)(C) or
4.7(c)(i)(C) of this Supplement, as applicable, and (C) the amount, if
any, by which the amount in clause (A) above exceeds the amount in
clause (B) above (the amount of such excess the "Series 2002-1
Controlled Distribution Amount Deficiency"); and
47
(ii) Commencing on the second Payment Date after the
commencement of the Series 2002-1 Controlled Amortization Period, the
Trustee shall, in respect of the Series 2002-1 Notes, (1) withdraw from the
Series 2002-1 Collection Account an amount equal to the lesser of the
amounts specified in clauses (A) and (B) of Section 4.10(a)(i) of this
Supplement, (2) to the extent any Series 2002-1 Controlled Distribution
Amount Deficiency remains after application of the amounts specified in
clause (1) of this subsection, the Master Servicer shall instruct the
Trustee to withdraw, from funds on deposit in the Excess Funding Accounts
for the other Group III Series of Notes, if any, an amount equal to the
lesser of (x) the aggregate amount on deposit in such Excess Funding
Accounts on such Payment Date (after application of any such amounts to pay
principal and interest in respect of the related Series of Notes pursuant
to the related Series Supplements), and (y) the remaining amount of the
Series 2002-1 Controlled Distribution Amount Deficiency, and deposit such
amounts in the Series 2002-1 Distribution Account to be paid, pro rata, to
the Series 2002-1 Noteholders on account of the Series 2002-1 Controlled
Distribution Amount, provided that any such amounts withdrawn from the
Excess Funding Accounts for the other Group III Series of Notes shall be
applied on a pro rata basis with respect to each Group III Series of Notes
with respect to which a Series 2002-1 Controlled Distribution Amount
Deficiency exists after application of the amounts specified in the
corresponding sections of the related Series Supplements, (3) to the extent
any Series 2002-1 Controlled Distribution Amount Deficiency exists after
application of the amounts specified in clauses (1) and (2) of this
subsection, the Master Servicer or the Series 2002-1 Insurer, as
applicable, shall instruct the Trustee to withdraw, from funds on deposit
in the Series 2002-1 Excess Funding Account, an amount equal to the lesser
of (v) the amount on deposit in the Series 2002-1 Excess Funding Account in
excess of the Cash Liquidity Amount, if any, and the Substitute Group III
Exchanged Vehicle Proceeds Amount, if any, on such Payment Date (after
application of any amounts pursuant to Section 4.9 of this Supplement) and
(w) the remaining amount of the Series 2002-1 Controlled Distribution
Amount Deficiency and deposit such amounts in the Series 2002-1
Distribution Account to be paid, pro rata, to the Series 2002-1 Noteholders
on account of the Series 2002-1 Controlled Distribution Amount, and (4) to
the extent any Series 2002-1 Controlled Distribution Amount Deficiency
remains after application of the amounts specified in clauses (1) through
(3) of this subsection, if amounts have been drawn on the Series 2002-1
Letter of Credit and deposited into the Series 2002-1 Collection Account
pursuant to Section 4.14 of this Supplement, or amounts have been claimed
under the Demand Note or drawn under the Series 2002-1 Letter of Credit in
respect thereof and deposited into the Series 2002-1 Collection Account
pursuant to Section 4.15 of this Supplement, the Master Servicer or the
Series 2002-1 Insurer, as applicable, shall instruct the Trustee to
withdraw from the Series 2002-1 Collection Account on such Payment Date the
lesser of (x) the amount on deposit in the Series 2002-1 Collection Account
representing such draw on the Series 2002-1 Letter of Credit, not to exceed
the Available Draw Amount, or payment under the Demand Note (after
application of any portion thereof pursuant to Section 4.9 of this
Supplement) and (y) the remaining amount of the Series 2002-1 Controlled
Distribution Amount Deficiency (if any), and deposit such amount in the
Series 2002-1 Distribution Account to be paid, pro rata, to the Series
2002-1 Noteholders on account of the Series 2002-1 Controlled Distribution
Amount; provided, however, that on the Series 2002-1 Termination Date for
the Series 2002-1 Notes, the Trustee shall withdraw from such accounts, as
provided above, an amount which is no greater than the Series 2002-1
Outstanding Principal Amount as of such date. The Series 2002-1 Outstanding
Principal Amount shall be due and payable on the Series 2002-1 Termination
Date.
48
(iii) Commencing on the first Payment Date after the
commencement of the Series 2002-1 Rapid Amortization Period, the Trustee
shall (1) withdraw from the Series 2002-1 Collection Account the amount
allocated thereto pursuant to Section 4.7(c)(i)(B) of this Supplement, (2)
to the extent any portion of the Series 2002-1 Outstanding Principal Amount
still remains unpaid after application of the amounts specified in clause
(1) above, the Master Servicer or the Series 2002-1 Insurer, as applicable,
shall instruct the Trustee to withdraw, from funds on deposit in the
related Excess Funding Accounts of any additional Group III Series of
Notes, if any, an amount equal to the lesser of (x) the aggregate amount on
deposit in such Excess Funding Accounts on such Payment Date (after
application of any such amounts to pay principal and interest in respect of
the related Series of Notes pursuant to the related Series Supplements) and
(y) the unpaid portion of the Series 2002-1 Outstanding Principal Amount
and deposit such amounts in the Series 2002-1 Distribution Account to be
paid, pro rata, to the Series 2002-1 Noteholders, provided that any such
amounts withdrawn from the Excess Funding Accounts for the other Group III
Series of Notes shall be applied on a pro rata basis with respect to each
Group III Series of Notes with respect to which a deficiency exists, (3) to
the extent any portion of the Series 2002-1 Invested Amount remains unpaid
after application of the amount specified in clauses (1) and (2), the
Master Servicer or the Series 2002-1 Insurer, as applicable, shall instruct
the Trustee to withdraw, from funds on deposit in the Series 2002-1 Excess
Funding Account, an amount equal to the lesser of (v) the amount on deposit
in the Series 2002-1 Excess Funding Account in excess of the Cash Liquidity
Amount, if any, and the Substitute Group III Exchanged Vehicle Proceeds
Amount, if any, on such Payment Date (after application of any amounts
pursuant to Sections 4.9 of this Supplement), and (w) the unpaid portion of
the Series 2002-1 Outstanding Principal Amount and deposit such amount in
the Series 2002-1 Distribution Account to be paid, pro rata, to the Series
2002 Noteholders, and (4) to the extent any portion of the Series 2002-1
Outstanding Principal Amount still remains unpaid after application of the
amounts specified in clauses (1) through (3) above, if amounts have been
drawn on the Series 2002-1 Letter of Credit and deposited into the Series
2002-1 Collection Account pursuant to Section 4.14 of this Supplement or
amounts have been claimed under the Demand Note or drawn under the Series
2002-1 Letter of Credit in respect thereof and deposited into the Series
2002-1 Collection Account pursuant to Section 4.15 of this Supplement, the
Master Servicer or the Series 2002-1 Insurer with one (1) Business Day
prior written notice to the Master Servicer, as applicable, shall instruct
the Trustee to withdraw from the Series 2002-1 Collection Account on such
Payment Date the lesser of (x) the amount on deposit in the Series 2002-1
Collection Account representing such draw on the Series 2002-1 Letter of
Credit, not to exceed the Available Draw Amount, or payment under the
Demand Note (after application of any portion thereof pursuant to Section
4.9 of this Supplement), (y) the Permitted Principal Draw Amount on such
date, and (z) the excess of the Series 2002-1 Outstanding Principal Amount
over the amounts described in clauses (1) through (3) above and deposit
such amounts in the Series 2002-1 Distribution Account to be paid, pro
rata, to the Series 2002-1 Noteholders; provided, however, that on the
Series 2002-1 Termination Date for the Series 2002-1 Notes, the Trustee
shall withdraw from the Series 2002-1 Collection Account, as provided
above, an aggregate amount which is no greater than the Series 2002-1
Outstanding Principal Amount as of such date. The Series 2002-1 Outstanding
Principal Amount shall be due and payable on the Series 2002-1 Termination
Date.
49
(iv) On each Payment Date occurring on or after the date a
withdrawal is made pursuant to Sections 4.10(a)(ii) and (iii) of this
Supplement, the Paying Agent shall, in accordance with Section 5.1 of the
Base Indenture and the Master Servicer's most recent Monthly Certificate
pay to the applicable Series 2002-1 Noteholders, pro rata, the lesser of
the Series 2002-1 Outstanding Principal Amount and the amount deposited in
the Series 2002-1 Distribution Account for the payment of principal
pursuant to Sections 4.10(a)(ii) and (iii), as applicable, of this
Supplement. If, after giving effect to the deposit into the Series 2002-1
Distribution Account of the amount to be deposited in accordance with
Sections 4.10(a)(ii) and (iii) of this Supplement, the amount to be
deposited in the Series 2002-1 Distribution Account with respect to the
Series 2002-1 Termination Date is or will be less than the Series 2002-1
Outstanding Principal Amount, the Trustee shall make a demand on the Series
2002-1 Policy by 12:00 p.m. (New York City time) on the second Business Day
preceding the Series 2002-1 Termination Date in an amount equal to the
Series 2002-1 Principal Shortfall and shall cause the proceeds thereof to
be deposited in the Series 2002-1 Distribution Account for direct payment
to the Series 2002-1 Noteholders as a payment in respect of the principal
thereof.
(v) On the Series 2002-1 Termination Date and on any date
thereafter, if a Series 2002-1 Preference Amount arises in respect of a
payment of principal of the Series 2002-1 Notes, the Trustee shall make a
demand on the Series 2002-1 Policy, in accordance with the terms thereof
and Section 4.19 hereof, in respect of such Series 2002-1 Preference
Amount.
(vi) On and after the Series 2002-1 Termination Date with
respect to the Series 2002-1 Notes, any amounts remaining in the Series
2002-1 Collection Account, the Series 2002-1 Excess Funding Account
(including any Cash Liquidity Amount or any Substitute Group III Exchanged
Vehicle Proceeds Amount) or the Series 2002-1 Distribution Account shall be
paid to the Series 2002-1 Insurer up to the amount of any unpaid Series
2002-1 Insurer Reimbursement Amounts.
Section 4.11 Retained Distribution Account. On each Payment Date,
the Master Servicer or, if the Master Servicer shall fail to do so, the Series
2002-1 Insurer may, in its sole discretion, instruct the Trustee in writing to
instruct the Paying Agent to transfer to the Retained Distribution Account
(established pursuant to Section 4.1(b) of the Base Indenture) (i) all funds
which are in the Collection Account that have been allocated to the Retained
Distribution Account as of such Payment Date and (ii) all funds that were
previously allocated to the Retained Distribution Account but not transferred to
the Retained Distribution Account. If the Series 2002-1 Insurer elects in its
sole discretion, to provide to the Trustee any direction under this Section
4.11, the Series 2002-1 Insurer shall provide to the Master Servicer one (1)
Business Day prior written notice thereof; provided, that the failure of the
Series 2002-1 Insurer to provide such notice to the Master Servicer shall not
effect the Series 2002-1 Insurer's right to provide instruction to the Trustee.
50
Section 4.12 Series 2002-1 Distribution Account.
(a) Establishment of Series 2002-1 Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Series 2002-1 Noteholders and the Series 2002-1 Insurer, or cause to be
established and maintained, an account (the "Series 2002-1 Distribution
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2002-1 Noteholders and the Series
2002-1 Insurer. The Series 2002-1 Distribution Account shall be maintained (i)
with a Qualified Institution, or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the Series
2002-1 Distribution Account. If the Series 2002-1 Distribution Account is not
maintained in accordance with the previous sentence, the Master Servicer or, if
the Master Servicer shall fail to do so, the Series 2002-1 Insurer may, in its
sole discretion, establish a new Series 2002-1 Distribution Account, within ten
(10) Business Days after obtaining knowledge of such fact, which complies with
such sentence, and shall instruct the Trustee to transfer all cash and
investments from the non-qualifying Series 2002-1 Distribution Account into the
new Series 2002-1 Distribution Account. Initially, the Series 2002-1
Distribution Account will be established with the Trustee.
(b) Administration of the Series 2002-1 Distribution Account. The
Master Servicer or, if the Master Servicer shall fail to do so, the Series
2002-1 Insurer may, in its sole discretion, instruct the institution maintaining
the Series 2002-1 Distribution Account in writing to invest funds on deposit in
the Series 2002-1 Distribution Account at all times in Permitted Investments;
provided, however, that any such investment shall mature not later than the
Business Day prior to the Payment Date following the date on which such funds
were received, unless any Permitted Investment held in the Series 2002-1
Distribution Account is held with the Trustee, in which case such investment may
mature on such Payment Date provided that such funds shall be available for
withdrawal on or prior to such Payment Date. The Trustee shall hold, for the
benefit of the Series 2002-1 Noteholders and the Series 2002-1 Insurer,
possession of any negotiable instruments or securities evidencing the Permitted
Investments from the time of purchase thereof until the time of maturity.
(c) Earnings from Series 2002-1 Distribution Account. Subject to the
restrictions set forth above, the Master shall have the authority to instruct
the Trustee with respect to the investment of funds on deposit in the Series
2002-1 Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Series 2002-1 Distribution
Account shall be deemed to be on deposit and available for distribution. If the
Master Servicer shall fail to instruct the Trustee with respect to the
investment of funds on deposit in the Series 2002-1 Distribution Account, the
Series 2002-1 Insurer may, in its sole discretion so instruct the Trustee.
51
(d) Series 2002-1 Distribution Account Constitutes Additional
Collateral for Series 2002-1 Notes. In order to secur e and provide for the
payment of the RCFC Obligations with respect to the Series 2002-1 Notes (but not
the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over
to the Trustee, for the benefit of the Series 2002-1 Noteholders and the Series
2002-1 Insurer, all of RCFC's right, title and interest in and to the following
(whether now or hereafter existing and whether now owned or hereafter acquired):
(i) the Series 2002-1 Distribution Account; (ii) all funds on deposit therein
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 2002-1 Distribution Account or the funds
on deposit therein from time to time; (iv) all Permitted Investments made at any
time and from time to time with monies in the Series 2002-1 Distribution
Account; and (v) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through (v) are
referred to, collectively, as the "Series 2002-1 Distribution Account
Collateral"). The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Series 2002-1 Distribution Account and
in all proceeds thereof. The Series 2002-1 Distribution Account Collateral shall
be under the sole dominion and control of the Trustee, and the Paying Agent at
the direction of the Trustee, in each case for the benefit of the Series 2002-1
Noteholders and the Series 2002-1 Insurer.
(e) Series 2002-1 Insurer's Instructions. If the Series 2002-1
Insurer elects in its sole discretion, to provide to the Trustee any direction
under this Section 4.12, the Series 2002-1 Insurer shall provide to the Master
Servicer one (1) Business Day prior written notice thereof; provided, that the
failure of the Series 2002-1 Insurer to provide such notice to the Master
Servicer shall not effect the Series 2002-1 Insurer's right to provide
instructions to the Trustee.
Section 4.13 The Master Servicer's Failure to Instruct the Trustee
to Make a Deposit or Payment. If the Master Servicer fails to give notice or
instructions to make any payment from or deposit into the Group III Collection
Account required to be given by the Master Servicer, at the time specified in
the Master Lease or any other Related Document (including applicable grace
periods), the Series 2002-1 Insurer, may, in its sole discretion, give such
notice or instruction. If such failure is known by the Trustee and the Series
2002-1 Insurer fails to give such notice or instruction, the Trustee shall make
such payment or deposit into or from the Group III Collection Account without
such notice or instruction from the Master Servicer or the Series 2002-1
Insurer, as applicable, if and to the extent that the Trustee has been furnished
information adequate, in the sole discretion of the Trustee, to determine the
amounts and beneficiaries of such payments. Pursuant to the Master Lease, the
Master Servicer has agreed that it shall, upon request of the Trustee, promptly
provide the Trustee with all information necessary to allow the Trustee to make
such a payment or deposit. If the Series 2002-1 Insurer elects in its sole
discretion, to provide to the Trustee any direction under this Section 4.13, the
Series 2002-1 Insurer shall provide to the Master Servicer one (1) Business Day
prior written notice thereof; provided, that the failure of the Series 2002-1
Insurer to provide such notice to the Master Servicer shall not effect the
Series 2002-1 Insurer's right to provide instruction to the Trustee.
52
Section 4.14 Lease Payment Loss Draw on Series 2002-1 Letter of
Credit. (a) At or before 10:00 a.m. (New York City time) on each Payment Date,
the Master Servicer shall or, if the Master Servicer shall fail to do so, the
Series 2002-1 Insurer may, in its sole discretion, notify the Trustee pursuant
to the Master Lease of the amount of the Series 2002-1 Lease Payment Losses,
such notification to be in the form of Exhibit D attached to this Supplement.
(b) So long as the Series 2002-1 Letter of Credit shall not have been
terminated, on any Payment Date that there are Series 2002-1 Lease Payment
Losses, the Trustee shall, by 1:00 p.m. (New York City time) on the same Payment
Date, draw on the Series 2002-1 Letter of Credit by presenting a draft in an
amount equal to the lesser of (i) the Series 2002-1 Lease Payment Losses
allocated to making a drawing under the Series 2002-1 Letter of Credit pursuant
to Sections 4.7(a)(iii)(A), 4.7(b)(iii)(A) or 4.7(c)(iii)(A), as applicable, of
this Supplement, and (ii) the Available Draw Amount on such Payment Date,
accompanied by a Certificate of Credit Demand. The proceeds of such draw shall
be allocated and deposited as soon as practicable in the Series 2002-1
Collection Account for further allocation to the Series 2002-1 Distribution
Account in accordance with the instructions of the Master Servicer or the Series
2002-1 Insurer, as applicable, and pursuant to the terms of this Supplement;
provided that, to the extent that on any Payment Date any proceeds of a draw on
the Series 2002-1 Letter of Credit remain on deposit in the Series 2002-1
Collection Account or Series 2002-1 Distribution Account, (after giving effect
to all applications thereof pursuant to Section 4.10(a) on such Payment Date)
the Master Servicer or the Series 2002-1 Insurer, as applicable, shall instruct
the Trustee or Paying Agent to deposit such remaining proceeds into the Series
2002-1 Cash Liquidity Account (following the establishment thereof pursuant to
Section 4.18 of this Supplement). The Master Servicer or the Series 2002-1
Insurer, as applicable, shall notify each Rating Agency of the amount of any
draw on the Series 2002-1 Letter of Credit on account of Series 2002-1 Lease
Payment Losses not later than five (5) Business Days after the date of such
draw.
(c) If the Series 2002-1 Insurer elects in its sole discretion, to
provide to the Trustee any direction under this Section 4.14, the Series 2002-1
Insurer shall provide to the Master Servicer one (1) Business Day prior written
notice thereof; provided, that the failure of the Series 2002-1 Insurer to
provide such notice to the Master Servicer shall not effect the Series 2002-1
Insurer's right to provide instruction or notice to the Trustee.
Section 4.15 Claim Under the Demand Note. (a) On each Determination
Date, the Master Servicer shall or, if the Master Servicer shall fail to do so,
the Series 2002-1 Insurer may, in its sole discretion, determine the aggregate
amount, if any, of Losses that have occurred during the Related Month. In the
event that any such Losses occurring during such Related Month exceed the amount
of Recoveries received during such Related Month, the Master Servicer shall set
forth the aggregate amount of such net Losses in the Monthly Report, and the
Trustee shall make the allocations as set forth in Sections 4.7(a)(ii)(A),
4.7(b)(ii)(A) and 4.7(c)(ii)(A), as applicable, of this Supplement. If any
amounts are allocated to a claim under the Demand Note pursuant to such Sections
(any such amounts, "Demand Note Claim Amounts"), the Trustee shall transmit to
the issuer of the Demand Note a demand for repayment (each, a "Demand Notice")
under the Demand Note in the amount of the lesser of (x) the outstanding amount
of such Demand Note and (y) the Demand Note Claim Amounts, in each case such
payment to be made on or prior to the next succeeding Payment Date by deposit of
funds into the Series 2002-1 Collection Account in the specified amount.
53
(b ) In the event that on any Payment Date on which (x) a Demand
Notice has been transmitted to the issuer of the Demand Note on the related
Determination Date pursuant to Section 4.15(a) above and the Demand Note issuer
shall have failed to deposit into the Series 2002-1 Collection Account the
amount specified in such Demand Notice on or prior to 10:00 a.m. (New York City
time) on such Payment Date, (y) a Demand Notice for payment by the issuer of the
Demand Note could be transmitted to the issuer of the Demand Note on the related
Determination Date pursuant to Section 4.15(a) above, but has been prevented
from being transmitted or, if so transmitted, the issuer of the Demand Note has
been prevented from making any payment thereunder, as a result of the operation
of any bankruptcy or insolvency law, or (z) a payment made by the issuer of the
Demand Note under the Demand Note pursuant to Section 4.15(a) above has been
avoided and recovered pursuant to Sections 547 and 550 of the Bankruptcy Code on
or before such Payment Date, then, so long as the Series 2002-1 Letter of Credit
shall not have been terminated, the Trustee shall, by 1:00 p.m. (New York City
time) on the same Business Day, draw on the Series 2002-1 Letter of Credit by
presenting a draft in an amount equal to the lesser of (1) (i) that portion of
the amount demanded under the Demand Note as specified in Section 4.15(a) above
that has not been deposited into the Series 2002-1 Collection Account as of
10:00 a.m. (New York City time) on such Payment Date, in the case of clause (x)
above, (ii) the amount of the stayed demand for payment in the case of clause
(y) above or (iii) the amount avoided and recovered in the case of clause (z)
above and (2) the Available Draw Amount, in each case accompanied by a
Certificate of Credit Demand. The proceeds of such draw shall be and deposited
in the Series 2002-1 Distribution Account and the Series 2002-1 Collection
Account for application pursuant to Section 4.10(a)(ii) of this Supplement. The
Master Servicer shall notify each Rating Agency of the amount of any draw on the
Series 2002-1 Letter of Credit on account of Demand Note claim amounts not later
than five (5) Business Days after the date of such draw.
Section 4.16 Series 2002-1 Letter of Credit Termination Demand. (a)
If prior to the date which is 30 days prior to the then scheduled Series 2002-1
Letter of Credit Expiration Date,
(i) the Series 2002-1 Letter of Credit shall not have been
extended or there shall not have been appointed a successor institution to
act as Series 2002-1 Letter of Credit Provider, and
(ii) the payments to be made by the Lessees under the Master
Lease shall not have otherwise been credit enhanced with (A) the funding of
the Series 2002-1 Cash Collateral Account with cash in the amount of the
Series 2002-1 Letter of Credit Amount, (B) other cash collateral accounts,
overcollateralization or subordinated securities or (C) with the consent of
the Required Series 2002-1 Noteholders and the Series 2002-1 Insurer, a
Surety Bond or other similar arrangements; provided, however, that
54
(A) any such successor institution or other form of
substitute credit enhancement referred to in the foregoing clauses (B)
and (C) shall be approved by each Rating Agency; and
(B) any such successor institution or other form of
substitute credit enhancement referred to in the foregoing clauses (i)
or (ii)(C) shall, if the short-term debt credit ratings with respect
to such substitute credit enhancement, if applicable, are less than
"A-1" or the equivalent from Standard & Poor's, "P-1" or the
equivalent from ▇▇▇▇▇'▇ and "F1" or the equivalent from Fitch, be
approved by the Required Series 2002-1 Noteholders;
then the Master Servicer shall or, if the Master Servicer shall fail to do so,
the Series 2002-1 Insurer may, in its sole discretion, notify the Trustee and,
in the case of notice from the Master Servicer, the Series 2002-1 Insurer in
writing pursuant to the Master Lease no later than one Business Day prior to the
Series 2002-1 Letter of Credit Expiration Date of (i) the principal balance of
all Outstanding Series 2002-1 Notes on such date, and (ii) the amount available
to be drawn on the Series 2002-1 Letter of Credit on such date. Upon receipt of
such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any
Business Day, the Trustee shall, by 1:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:00
a.m. (New York City time), by 1:00 p.m. (New York City time) on the next
following Business Day), draw the lesser of the amounts set forth in clauses (i)
and (ii) above on the Series 2002-1 Letter of Credit by presenting a draft
accompanied by a Certificate of Termination Demand and shall deposit the
proceeds of the disbursement resulting therefrom in a special deposit account
(the "Series 2002-1 Cash Collateral Account").
(b) The Master Servicer shall or, if the Master Servicer shall fail
to do so, the Series 2002-1 Insurer may, in its sole discretion, notify the
Trustee and, in the case of notice from the Master Servicer, the Series 2002-1
Insurer in writing pursuant to the Master Lease within one Business Day of
becoming aware that the short-term debt credit rating of the Series 2002-1
Letter of Credit Provider has fallen below "A-1" in the case of Standard &
Poor's, "P-1" in the case of ▇▇▇▇▇'▇ and "F1" in the case of Fitch (if rated by
Fitch). At such time the Master Servicer or the Series 2002-1 Insurer, as
applicable, shall also notify the Trustee of (i) the principal balance of all
Outstanding Series 2002-1 Notes on such date, and (ii) the Series 2002-1 Letter
of Credit Amount on such date. Upon the 30th Business Day following receipt of
such notice by the Trustee if the condition described in the first sentence of
this Section 4.16(b) shall remain in effect on or prior to 10:00 a.m. (New York
City time) on any Business Day, unless the Master Servicer shall have obtained a
new letter of credit, substantially in the form of the Series 2002-1 Letter of
Credit and provided by an entity with short-term debt credit ratings of at least
"A-1" in the case of Standard & Poor's and "P-1" in the case of ▇▇▇▇▇'▇ and, the
Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:00 a.m. (New York City
time), by 1:00 p.m. (New York City time) on the next following Business Day),
draw on the Series 2002-1 Letter of Credit in an amount equal to the lesser of
the principal balance of all Outstanding Series 2002-1 Notes on such Business
Day and the amount available to be drawn on the Series 2002-1 Letter of Credit
on such Business Day by presenting a draft accompanied by a Certificate of
Termination Demand and shall deposit the proceeds of the disbursement resulting
therefrom in the Series 2002-1 Cash Collateral Account.
55
Section 4.17 The Series 2002-1 Cash Collateral Account. (a) Upon
receipt of notice of a draw on the Series 2002-1 Letter of Credit pursuant to
Section 4.16, the Trustee shall establish and maintain in the name of the
Trustee for the benefit of the Series 2002-1 Noteholders and the Series 2002-1
Insurer, or cause to be established and maintained, the Series 2002-1 Cash
Collateral Account bearing a designation clearly indicating that the funds
deposited therein are held for the Series 2002-1 Noteholders and the Series
2002-1 Insurer. The Series 2002-1 Cash Collateral Account shall be maintained
(i) with a Qualified Institution, or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the Series
2002-1 Cash Collateral Account. If the Series 2002-1 Cash Collateral Account is
not maintained in accordance with the prior sentence, then within 10 Business
Days after obtaining knowledge of such fact, the Master Servicer has agreed
pursuant to the Master Lease that it shall establish a new Series 2002-1 Cash
Collateral Account which complies with such sentence and shall instruct the
Trustee in writing to transfer into the new Series 2002-1 Cash Collateral
Account all cash and investments from the non-qualifying Series 2002-1 Cash
Collateral Account. When established, the Series 2002-1 Cash Collateral Account
is intended to function in all respects as the replacement for, and the
equivalent of, the Series 2002-1 Letter of Credit. Accordingly, following its
creation, each reference to a draw on the Series 2002-1 Letter of Credit shall
refer to withdrawals from the Series 2002-1 Cash Collateral Account and
references to similar terms shall mean and be a reference to actions taken with
respect to the Series 2002-1 Cash Collateral Account that correspond to actions
that otherwise would have been taken with respect to the Series 2002-1 Letter of
Credit. Without limiting the generality of the foregoing, upon funding of the
Series 2002-1 Cash Collateral Account, the Trustee shall, at all times when
otherwise required to make a draw under the Series 2002-1 Letter of Credit
pursuant to Section 4.14 or 4.15 of this Supplement, make a withdrawal from the
Series 2002-1 Cash Collateral Account in the amount and at such time as a draw
would be made under the Series 2002-1 Letter of Credit pursuant to Section 4.14
or 4.15 of this Supplement. The Trustee shall provide written notice to DTAG of
any withdrawal from the Series 2002-1 Cash Collateral Account pursuant to
Section 4.14 or 4.15 of this Supplement.
(b) In order to secure and provide for the repayment and payment
of the obligations of RCFC with respect to the Series 2002-1 Notes (but not any
other Series of Notes), RCFC hereby assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2002-1 Noteholders and the
Series 2002-1 Insurer, all of RCFC's right, title and interest in and to the
following (whether now or hereafter existing and whether now owned or hereafter
acquired): (i) the Series 2002-1 Cash Collateral Account; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments, if
any, representing or evidencing any or all of the Series 2002-1 Cash Collateral
Account or the funds on deposit therein from time to time; (iv) all Permitted
Investments made at any time and from time to time with the monies in the Series
2002-1 Cash Collateral Account; and (v) all proceeds of any and all of the
foregoing, including, without limitation, cash. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 2002-1 Cash Collateral Account and in all proceeds thereof. The Series
2002-1 Cash Collateral Account shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2002-1 Noteholders, the Series 2002-1
Insurer and the Series 2002-1 Letter of Credit Provider, as their interests
appear herein, which interest in the case of the Series 2002-1 Letter of Credit
Provider shall be subject to the interests of the holders of Series 2002-1 Notes
as provided herein.
56
(c) Funds on deposit in the Series 2002-1 Cash Collateral Account
shall, at the written direction of the Master Servicer given pursuant to the
Master Lease or, in the sole discretion of the Series 2002-1 Insurer, at the
written direction of the Series 2002-1 Insurer if the Master Servicer shall fail
to give such direction, be invested by the Trustee in Permitted Investments.
Funds on deposit in the Series 2002-1 Cash Collateral Account on any Payment
Date, after giving effect to any deposits to or withdrawals from the Series
2002-1 Cash Collateral Account on such Payment Date, shall be invested in
Permitted Investments that will mature at such time that such funds will be
available for withdrawal on or prior to the following Payment Date. The proceeds
of any such investment, to the extent not distributed on such Payment Date,
shall be invested in Permitted Investments that will mature at such time that
such funds will be available for withdrawal on or prior to the Payment Date
immediately following the date of such investment. The Trustee shall maintain
for the benefit of the Series 2002-1 Noteholders, the Series 2002-1 Insurer and
the Series 2002-1 Letter of Credit Provider as their interests appear herein,
which interest in the case of the Series 2002-1 Letter of Credit Provider shall
be subject to the interests of the holders of the Series 2002-1 Notes as
provided herein, possession of the negotiable instruments or securities
evidencing the Permitted Investments from the time of purchase thereof until the
time of sale or maturity. On each Payment Date, all interest and earnings (net
of losses and investment expenses) accrued since the preceding Payment Date on
funds on deposit in the Series 2002-1 Cash Collateral Account shall be paid, to
the Series 2002-1 Letter of Credit Provider to the extent of any unreimbursed
draws on the Series 2002-1 Letter of Credit. Subject to the restrictions set
forth above, the Master Servicer, a Person designated in writing by the Master
Servicer with written notification thereof to the Trustee or the Series 2002-1
Insurer, as applicable, shall have the authority to instruct the Trustee with
respect to the investment of funds on deposit in the Series 2002-1 Cash
Collateral Account. For purposes of determining the availability of funds or the
balances in the Series 2002-1 Cash Collateral Account for any reason under the
Indenture, all investment earnings on such funds shall be deemed not to be
available or on deposit.
(d) In the event that the Series 2002-1 Cash Collateral Account
Surplus on any Payment Date, after giving effect to all withdrawals from the
Series 2002-1 Cash Collateral Account, is greater than zero, the Trustee, acting
in accordance with the written instructions of the Master Servicer or the Series
2002-1 Insurer, as applicable, shall withdraw from the Series 2002-1 Cash
Collateral Account an amount equal to the Series 2002-1 Cash Collateral Amount
Surplus and shall pay from such amount to the Series 2002-1 Letter of Credit
Provider, an amount equal to the amount of unreimbursed draws under the Series
2002-1 Letter of Credit.
(e) Upon the later to occur of (i) the termination of the Indenture
pursuant to Section 10.1 of the Base Indenture and (ii) the Business Day
immediately following the Series 2002-1 Letter of Credit Expiration Date, the
Trustee, acting in accordance with the written instructions of the Master
Servicer or the Series 2002-1 Insurer, as applicable, after the prior payment of
all amounts owing to the Series 2002-1 Noteholders and to the Series 2002-1
Insurer and payable from the Series 2002-1 Cash Collateral Account as provided
herein, shall withdraw from the Series 2002-1 Cash Collateral Account all
amounts on deposit therein and shall pay from such amounts to the Series 2002-1
Letter of Credit Provider an amount equal to the amount of unreimbursed draws on
the Series 2002-1 Letter of Credit.
57
(f) If the Series 2002-1 Insurer elects in its sole discretion, to
provide to the Trustee any direction under this Section 4.17, the Series 2002-1
Insurer shall provide to the Master Servicer one (1) Business Day prior written
notice thereof; provided, that the failure of the Series 2002-1 Insurer to
provide such notice to the Master Servicer shall not effect the Series 2002-1
Insurer's right to provide direction, notice or instruction to the Trustee.
Section 4.18 Application of Cash Liquidity Amount; Restrictions on
Amounts Drawn Under Series 2002-1 Letter of Credit.
(a) Application of Cash Liquidity Amount. Notwithstanding anything
to the contrary contained herein or in any other Related Document, funds in an
amount not less than the Cash Liquidity Amount shall at all times, except as
specified in this Section 4.18, be retained in the Series 2002-1 Cash Liquidity
Account; provided, however, that upon the occurrence of any Event of Bankruptcy
(without giving effect to any grace period granted in the definition thereof set
forth in the Base Indenture) with respect to DTAG, Dollar or Thrifty and during
the continuance of the related Insolvency Period, funds that have been retained
in the Series 2002-1 Cash Liquidity Account pursuant to this Section 4.18(a) may
be used as provided in this Section 4.18 to pay the following amounts in the
following order of priority: the fees of any successor Master Servicer provided
for in Section 4.8(c) of this Supplement, and interest in respect of the Series
2002-1 Notes as provided in Section 4.9(a), in each case then due and payable,
pursuant to the Base Indenture as supplemented by this Supplement, in respect of
the Series 2002-1 Notes.
(b) Allocation of Certain Amounts to Series 2002-1 Cash Liquidity
Account. Notwithstanding anything to the contrary set forth in this Supplement,
for the period beginning on the date of the occurrence of any Event of
Bankruptcy (without giving effect to any grace period granted in the definition
thereof set forth in the Base Indenture) and ending on the earlier of (x) the
date that is nine months after the occurrence of an Event of Bankruptcy (without
giving effect to any grace period granted in the definition thereof set forth in
the Base Indenture) with respect to DTAG, Dollar or Thrifty and (y) the date on
which the underlying case, application or petition with respect to such Event of
Bankruptcy is withdrawn or dismissed or any stay thereunder in respect of the
Trustee is lifted (any such period, an "Insolvency Period"), all Disposition
Proceeds, Repurchase Payments, Incentive Payments and Guaranteed Payments
received by RCFC or the Trustee (including by deposit into the Series 2002-1
Collection Account) during the period from and including the date of the
occurrence of such Event of Bankruptcy (without giving effect to any grace
period granted in the definition thereof set forth in the Base Indenture) to but
excluding the 30th day thereafter, in an amount equal to the Insolvency Event
Reallocated Amount, shall be deposited into the Series 2002-1 Cash Liquidity
Account and shall be allocated and distributed solely as amounts on deposit in
the Series 2002-1 Cash Liquidity Account are allocated pursuant to this
Supplement. Upon the expiration of such Insolvency Period, Disposition Proceeds,
Repurchase Payments and Guaranteed Payments shall be allocated and distributed
in accordance with this Article 4 (exclusive of this Section 4.18(b)).
(c) Calculation of Permitted Principal Draw Amount and Accumulated
Principal Draw Amount. Upon the occurrence of any Event of Bankruptcy (without
giving effect to any grace period granted in the definition thereof set forth in
the Base Indenture) with respect to DTAG, Dollar or Thrifty, the Master Servicer
shall or, if the Master Servicer shall fail to do so, the Series 2002-1 Insurer
may, in its sole discretion, calculate the Permitted Principal Draw Amount as of
the date of the occurrence of such Event of Bankruptcy, and thereafter, on each
Business Day, and following each draw under the Series 2002-1 Letter of Credit,
until the termination of the related Insolvency Period, the Master Servicer or
the Series 2002-1 Insurer, as applicable, shall calculate the Permitted
Principal Draw Amount then in effect, and shall inform the Trustee of such
amount. Following each draw on the Series 2002-1 Letter of Credit during any
Insolvency Period, the Master Servicer or the Series 2002-1 Insurer with prior
written notice to the Master Servicer, as applicable, shall calculate the
Accumulated Principal Draw Amount after giving effect to such draw, and shall
promptly inform the Trustee of such amount. If the Series 2002-1 Insurer elects
in its sole discretion, to provide to the Trustee any direction under this
Section 4.18(c), the Series 2002-1 Insurer shall provide to the Master Servicer
one (1) Business Day prior written notice thereof; provided, that the failure of
the Series 2002-1 Insurer to provide such notice to the Master Servicer shall
not effect the Series 2002-1 Insurer's right to calculate such Permitted
Principal Draw Amount and Accumulated Principal Draw Amount.
58
(d) Funding of Cash Liquidity Account. If at any time the Trustee
shall determine that, for the first time since the Series 2002-1 Closing Date,
an Insolvency Period Commencement Date shall have occurred, the Trustee shall
deposit into the Series 2002-1 Cash Liquidity Account any Collections that are
required to be deposited therein pursuant to Article 4 of this Supplement, and
shall at all times when required by this Supplement make withdrawals from the
Series 2002-1 Cash Liquidity Account in the amounts and at times required under
Article 4 of this Supplement.
Section 4.19 Claims on Series 2002-1 Policy. (a) At or before 10:00
a.m. (New York City time) on each Payment Date, the Master Servicer shall or, if
the Master Servicer shall fail to do so, the Series 2002-1 Insurer may, in its
sole discretion, notify the Trustee of the amount of the Series 2002-1 Monthly
Interest Shortfall which remains after the deposits required pursuant to Section
4.9 hereof. The Trustee shall, by 12:00 noon (New York City time) on such
Payment Date, make a claim on the Series 2002-1 Policy in an amount equal to the
Series 2002-1 Monthly Interest Shortfall. The proceeds of such claim shall be
allocated and deposited as soon as practicable in the Series 2002-1 Distribution
Account for application in accordance with Section 4.9 of this Supplement.
(b) At or before 10:00 a.m. (New York City time) on the second
Business Day preceding the Series 2002-1 Termination Date, the Master Servicer
shall or, if the Master Servicer shall fail to do so, the Series 2002-1 Insurer
may, in its sole discretion, notify the Trustee of the amount of the Series
2002-1 Outstanding Principal Amount which will remain unpaid after giving effect
to the deposit into the Series 2002-1 Distribution Account of the amount to be
deposited in accordance with Sections 4.10(a)(ii) and (iii) of this Supplement
and paid to the Series 2002-1 Noteholders in accordance with Section 4.10(a)(iv)
of this Supplement. The Trustee shall, by 12:00 noon (New York City time) on the
second Business Day preceding the Series 2002-1 Termination Date, make a claim
on the Series 2002-1 Policy in an amount equal to the Series 2002-1 Principal
Shortfall. The proceeds of such claim shall be allocated and deposited as soon
as practicable in the Series 2002-1 Distribution Account for application in
accordance with Section 4.10(a)(iv) hereof.
59
(c) If a payment in respect of interest on the Class A Notes becomes
a Series 2002-1 Preference Amount on any date, the Trustee will make a claim
under the Series 2002-1 Policy for such amount upon the conditions thereto
having been satisfied. If on any date subsequent to the Series 2002-1
Termination Date, a Series 2002-1 Preference Amount arises, the Trustee shall,
by 12:00 noon (New York City time) on the date such Series 2002-1 Preference
Amount arises, make a claim on the Series 2002-1 Policy in an amount equal to
such Series 2002-1 Preference Amount. The proceeds of such draw shall be
allocated and deposited as soon as practicable in the Series 2002-1 Distribution
Account for application to the Series 2002-1 Noteholders in accordance with this
Supplement.
(d) If the Series 2002-1 Insurer elects in its sole discretion,
to provide to the Trustee any direction under this Section 4.19, the Series
2002-1 Insurer shall provide to the Master Servicer one (1) Business Day prior
written notice thereof; provided, that the failure of the Series 2002-1 Insurer
to provide such notice to the Master Servicer shall not effect the Series 2002-1
Insurer's right to provide notice to the Trustee.
Section 4.20 Exchange of Vehicles. On any date on which RCFC
determines to tender a Group III Vehicle to the Qualified Intermediary as a
Group III Exchanged Vehicle, RCFC shall either:
(i) designate and direct the Trustee to transfer amounts in
respect of the Substitute Group III Exchanged Vehicle Proceeds equal to the
Net Book Value as of such date of the Group III Exchanged Vehicle to the
Series 2002-1 Collection Account and treat such amounts as Disposition
Proceeds of such Group III Exchanged Vehicle;
(ii) upon identifying a Group III Vehicle as a Group III
Exchanged Vehicle, designate on such date an increase in Exchange Agreement
Group III Rights Value equal to the Exchange Proceeds of such Group III
Exchanged Vehicle and to the extent such increase in Exchange Agreement
Group III Rights Value is more or less than the Net Book Value of such
Group III Exchanged Vehicle, treat the difference as a Recovery or a Loss,
as applicable, hereunder; or
(iii) upon identifying a Group III Vehicle as a Group III
Exchanged Vehicle substitute one or more Group III Replacement Vehicles
having an aggregate Net Book Value at least equal to the Exchange Proceeds
of the Group III Exchanged Vehicle to substitute for such Group III
Exchanged Vehicle as Group III Collateral and Group III Vehicles for
purposes of the Related Documents and to the extent such Exchange Proceeds
are more or less than the Net Book Value of such Group III Exchanged
Vehicles, treat the difference as a Recovery or a Loss, as applicable,
hereunder.
RCFC shall provide written instruction to the Trustee and Master
Collateral Agent upon tender of a Group III Exchanged Vehicle to a Qualified
Intermediary with respect to the designations, substitutions and transfers set
forth in this Section.
Section 4.21 Deficiencies in Payments. Notwithstanding anything
in this Supplement or the Base Indenture to the contrary, and notwithstanding
the prior distribution to the Series 2002-1 Noteholders of the Invested Amount,
any deficiency in payment to the Series 2002-1 Noteholders of the full principal
amount of the Series 2002-1 Notes and any accrued and unpaid interest thereon
(i) shall remain due and shall be payable on each Payment Date to the Series
2002-1 Noteholders to the extent of the sufficiency of recoveries, proceeds, or
other assets of RCFC allocable at any time to the Series 2002-1 Notes, and (ii)
any deficiency in such full principal amount and accrued unpaid interest thereon
shall be paid before any distribution in any period of any amounts in respect of
the Retained Interest.
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Section 4.22 Appointment of Trustee to Hold Letter of Credit. The
Trustee agrees to hold the Series 2002-1 Letter of Credit and to make draws
thereon pursuant to the terms of the Series 2002-1 Letter of Credit and this
Supplement. The Trustee shall promptly follow the instructions of the Master
Servicer or, if the Master Servicer shall fail to give such instructions, the
instructions of the Series 2002-1 Insurer (which the Series 2002-1 Insurer may
provide in its sole discretion) to make a claim under the Series 2002-1 Letter
of Credit or withdrawal from the Series 2002-1 Cash Collateral Account. The
Trustee hereby acknowledges and agrees to perform the duties set forth in
Sections 2.1(a), 2.1(e), 2.1(f), 2.3(a) and 2.3(c) of the Enhancement Letter of
Credit Application and Agreement. If the Series 2002-1 Insurer elects in its
sole discretion , to provide to the Trustee any direction under this Section
4.22, the Series 2002-1 Insurer shall provide to the Master Servicer one (1)
Business Day prior written notice thereof; provided, that the failure of the
Series 2002-1 Insurer to provide such notice to the Master Servicer shall not
effect the Series 2002-1 Insurer's right to provide instructions to the Trustee.
Section 4.23 Series 2002-1 Interest Rate Cap. (a) On the Series
2002-1 Closing Date, RCFC will acquire one or more Series 2002-1 Interest Rate
Caps from Qualified Interest Rate Cap Providers, which Series 2002-1 Interest
Rate Caps will have an initial aggregate notional amount equal to the Series
2002-1 Initial Invested Amount and a strike rate equal to 7.5% per annum or such
other rate acceptable to the Series 2002-1 Insurer. The notional amount of the
Series 2002-1 Interest Rate Caps shall decrease in amounts agreed by the Series
2002-1 Insurer and RCFC to the extent of any reductions in the Series 2002-1
Invested Amount.
(b) The Series 2002-1 Interest Rate Cap will provide that, if (a) the
short-term unsecured debt rating of the Qualified Interest Rate Cap Provider
falls below "A-1" from Standard & Poor's or "P-1" from ▇▇▇▇▇'▇ or the long-term
unsecured debt rating of the Qualified Interest Rate Cap Provider falls below
"AA-" from Standard & Poor's or "Aa3" from ▇▇▇▇▇'▇ and the Qualified Interest
Rate Cap Provider fails to fully collateralize its obligations under the Series
2002-1 Interest Rate Cap within thirty (30) days of such downgrade or (b) the
long-term unsecured debt rating of the Qualified Interest Rate Cap Provider
falls below "BBB+" from Standard & Poor's or "Baa1" from ▇▇▇▇▇'▇, the Series
2002-1 Insurer may terminate the Series 2002-1 Interest Rate Cap (at the
Qualified Interest Rate Cap Provider's expense) and RCFC will be obligated to
obtain a replacement Series 2002-1 Interest Rate Cap (at the Qualified Interest
Rate Cap Provider's expense) from a Qualified Interest Rate Cap Provider,
provided, however, that the Series 2002-1 Insurer shall not terminate the Series
2002-1 Interest Rate Cap until such time as a replacement Series 2002-1 Interest
Rate Cap has been obtained. RCFC's failure to obtain such a replacement interest
rate cap will not result in an Amortization Event with respect to the Series
2002-1 Notes.
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ARTICLE 5.
AMORTIZATION EVENTS
-------------------
Section 5.1 Series 2002-1 Amortization Events. In addition to the
Amortization Events set forth in Section 8.1 of the Base Indenture and as
modified as set forth below, the following shall be Amortization Events with
respect to the Series 2002-1 Notes (without notice or other action on the part
of the Trustee or any Series 2002-1 Noteholders):
(a) a Series 2002-1 Enhancement Deficiency shall occur and continue
for at least five (5) Business Days after any Determination Date; provided,
however, that such event or condition shall not be an Amortization Event if
(i) during such five (5) Business Day period DTAG shall have increased the
Series 2002-1 Letter of Credit Amount or RCFC shall have increased the
Series 2002-1 Available Subordinated Amount by allocating to the Series
2002-1 Available Subordinated Amount, Eligible Vehicles theretofore
allocated to the Retained Interest or by depositing funds into the Series
2002-1 Cash Collateral Account or the Series 2002-1 Excess Funding Account,
in either case so that the Series 2002-1 Enhancement Deficiency no longer
exists, and (ii) any increase in the Series 2002-1 Available Subordinated
Amount pursuant to clause (i) of this Section 5.1(a) shall be in accordance
with the terms of Section 4.7(d)(v) of this Supplement;
(b) the Series 2002-1 Letter of Credit shall not be in full force and
effect and no substitute credit enhancement acceptable to the Series 2002-1
Insurer shall have been obtained pursuant to the Enhancement Letter of
Credit Application and Agreement unless (i) the inclusion of the Series
2002-1 Letter of Credit Amount in the Enhancement Amount is not necessary
for the Enhancement Amount to equal or exceed the Minimum Enhancement
Amount, or (ii) the Series 2002-1 Cash Collateral Account shall theretofore
have been funded to the full extent required hereunder;
(c) (i) if all or a portion of the Cash Liquidity Amount is in the
Series 2002-1 Excess Funding Account, the Series 2002-1 Excess Funding
Account shall be subject to an injunction, estoppel or other stay or a lien
(other than the lien of the Trustee under the Indenture) or (ii) from and
after the funding of the Series 2002-1 Cash Collateral Account, the Series
2002-1 Cash Collateral Account shall be subject to an injunction, estoppel
or other stay or a Lien (other than the Lien of the Trustee under the
Indenture);
(d) an Event of Bankruptcy shall have occurred with respect to the
Series 2002-1 Letter of Credit Provider or the Series 2002-1 Letter of
Credit Provider repudiates the Series 2002-1 Letter of Credit or refuses to
honor a proper draw thereon in accordance with the terms thereof, unless
(i) the inclusion of the Series 2002-1 Letter of Credit Amount in the
Enhancement Amount is not necessary for the Enhancement Amount to equal or
exceed the Minimum Enhancement Amount, or (ii) the Series 2002-1 Cash
Collateral Account shall theretofore have been funded to the full extent
required hereunder and under the Enhancement Letter of Credit Application
and Agreement;
(e) any of the Related Documents or any portion thereof hall not be
in full force and effect or enforceable in accordance with its terms or
RCFC, DTAG (including in its capacity as Master Servicer), Thrifty
(including in its capacity as a Servicer) or Dollar (including in its
capacity as a Servicer) or any successor to Thrifty or Dollar in their
respective capacities as Servicers shall so assert in writing;
62
(f) all principal and accrued interest in respect of the Series
2002-1 Notes shall not be paid in full on or before the Series 2002-1
Expected Final Payment Date;
(g) an event of default shall have occurred and be continuing under
the Master Lease;
(h) the Minimum Liquidity Amount shall exceed the sum of the Cash
Liquidity Amount and the Series 2002-1 Letter of Credit Amount for a period
of 30 days;
(i) the Trustee shall make a claim for payment under the Series
2002-1 Policy;
(j) the occurrence of an Event of Bankruptcy with respect to the
Series 2002-1 Insurer;
(k) the Series 2002-1 Insurer fails to honor a claim for payment in
accordance with the requirements of the Series 2002-1 Policy; or
(l) the Issuer shall fail to notify either the Trustee or the Series
2002-1 Insurer of the occurrence of any of the events described in clauses
(a) through (k) above (after any applicable grace period) within two (2)
Business Days after obtaining actual knowledge thereof.
In the case of any of the events described in clause (a), (f), (g)
with respect solely to the occurrence of Lease Events of Default described in
Sections 17.1.1, 17.1.2, and 17.1.5 of the Master Lease), (i) and (l) above, an
Amortization Event will be deemed to have occurred with respect to the Series
2002-1 Notes, after the grace period described therein, immediately without
notice or other action on the part of the Trustee, the Series 2002-1 Noteholders
or the Series 2002-1 Insurer. In the case of any event described in clauses (b),
(c), (d), (e), (g) (with respect to the occurrence of Lease Events of Defaults
not described in the immediately preceding sentence), (h), (j) and (k) above, an
Amortization Event will be deemed to have occurred with respect to the Series
2002-1 Notes only if, after any applicable grace period described in such
clauses, either the Trustee, by written notice to RCFC or the Required Series
2002-1 Noteholders, by written notice to RCFC, the Trustee and the Series 2002-1
Noteholders, declare that, as of the date of such notice, an Amortization Event
has occurred.
With respect to the Amortization Event set forth in Section 8.1(i) of
the Base Indenture, such event shall not apply to the representation contained
in Section 2.01(i) of the Insurance Agreement.
Section 5.2 Waiver of Past Events. Subject to Section 11.2 of the
Base Indenture, Series 2002-1 Noteholders holding 100% of the Aggregate Invested
Amount of such Series and the Series 2002-1 Insurer may, by written notice to
the Trustee, may waive any existing Potential Amortization Event or Amortization
Event.
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ARTICLE 6.
COVENANTS
---------
Section 6.1 Minimum Subordinated Amount. RCFC shall maintain the
Series 2002-1 Available Subordinated Amount in an amount greater than or equal
to the Minimum Subordinated Amount.
Section 6.2 Minimum Letter of Credit Amount. RCFC shall maintain
the Series 2002-1 Letter of Credit Amount in an amount greater than or equal to
the Minimum Series 2002-1 Letter of Credit Amount.
Section 6.3 Series 2002-1 Policy. RCFC shall maintain the Series
2002-1 Policy in full force and effect and shall provide to the Rating Agencies
written notice of any amendment to or assignment of the Series 2002-1 Interest
Rate Cap by either of the parties thereto.
Section 6.4 Series 2002-1 Interest Rate Cap. RCFC shall maintain
the Series 2002-1 Interest Rate Cap in full force and effect or replacement
therefor in accordance with Section 4.23 hereof.
Section 6.5 Monthly Reporting. The Master Servicer shall, in each
Monthly Vehicle Statement delivered pursuant to Section 24.4(f) of the Master
Lease not later than the Reporting Date occurring in September 2002 and each
Reporting Date thereafter, specify, in addition to the information required to
be in each such Monthly Vehicle Statement with respect to each Group III
Vehicle, (i) the Manufacturer thereof, (ii) the make and model of such Group III
Vehicle, (iii) the state in which such Group III Vehicle is registered, (iv) the
date such Group III Vehicle was in-fleeted, (v) the date such Group III Vehicle
was paid for, (vi) if available, the mileage of such Group III Vehicle, (vii) if
available, the physical location of such Group III Vehicle, (viii) whether such
Group III Vehicle is a Program Vehicle or Non-Program Vehicle, and (ix) the
designated hold period for such Group III Vehicle.
ARTICLE 7.
FORM OF SERIES 2002-1 NOTES
---------------------------
Section 7.1 Class A Notes.
(a) Restricted Global Class A Note. Class A Notes to be issued in the
United States will be issued in book-entry form of and represented by a
Restricted Global Class A Note (each, a "Restricted Global Class A Note"),
substantially in the form of Exhibit A-1 appended hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture, and will be sold
to the Initial Purchasers as 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 and shall be deposited on behalf of the purchasers
of the Class A Notes represented thereby, with a custodian for DTC, and
registered in the name of Cede & Co. as DTC's nominee, duly executed by RCFC and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture.
64
(b) Temporary Global Class A Note; Permanent Global Class A Note.
Class A Notes to be issued outside the United States will be issued and sold in
transactions outside the United States in reliance on Regulation S under the
Securities Act, as provided in the applicable placement agreement, and shall
initially be issued in a form of Temporary Global Class A Note (each, a
"Temporary Global Class A Note"), substantially in the form of Exhibit A-2
appended hereto, which shall be deposited on behalf of the purchasers of the
Class A Notes represented thereby with a custodian for, and registered in the
name of a nominee of, DTC, for the accounts of JPMorgan Chase Bank, Brussels
office, as operator of Euroclear and for Clearstream, duly executed by RCFC and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Interests in a Temporary Global Class A Note will be exchangeable, in
whole or in part, for interests in a Permanent Global Class A Note in fully
registered form and without coupons (each, a "Permanent Global Class A Note")
substantially in the form of Exhibit A-3 hereto, in accordance with the
provisions of such Temporary Global Class A Note and the Base Indenture (as
modified by this Supplement) and each such Permanent Global Class A Note shall
be deposited with a custodian for, and registered in the name of a nominee of,
DTC, on or after the Exchange Date an upon certification of non-U.S. beneficial
ownership, as set forth in the Base Indenture. Interests in a Permanent Global
Class A Note will be exchangeable for a definitive Class A Note in accordance
with the provisions of such Permanent Global Class A Note and the Base Indenture
(as modified by this Supplement).
Section 7.2 Issuances of Additional Notes. (a) From time to time
during the Series 2002-1 Revolving Period, RCFC may, subject to the conditions
set forth in clause (b) below, issue Additional Notes which will be identical in
all respects to the other Series 2002-1 Notes and will be equitably and ratably
entitled to the benefits of the Indenture without preference, priority or
distinction.
(b) Additional Notes may be issued only upon satisfaction of the
following conditions: (i) after giving effect to the issuance of such Additional
Notes, no Series 2002-1 Enhancement Deficiency or Asset Amount Deficiency will
exist; (ii) the Trustee shall have received confirmation from each Rating Agency
rating the Series 2002-1 Notes that the issuance of such Additional Notes will
not result in the reduction or withdrawal of the then current rating of the
Series 2002-1 Notes and any non-public ratings issued by Standard & Poor's,
▇▇▇▇▇'▇ and Fitch to the Series 2002-1 Insurer; (iii) the Series 2002-1 Insurer
has consented to such issuance of Additional Notes and agrees to insure the
Additional Notes under the Series 2002-1 Policy; (iv) the excess of the
principal amount of the Additional Notes over their issue price will not exceed
the maximum amount permitted under the Code without the creation of original
issue discount; (v) the Trustee shall have received an opinion of counsel to the
effect that (A) the Additional Notes will be characterized as indebtedness of
RCFC for federal, state and local income and franchise tax purposes, and (B) the
issuance of Additional Notes will not adversely affect the characterization of
the Series 2002-1 Notes as debt; and (vi) no Amortization Event (or event which,
with the passage of time, the giving of notice or both, would become an
Amortization Event) shall have occurred which is continuing or would result from
the issuance of such Additional Notes.
65
ARTICLE 8.
GENERAL
-------
Section 8.1 Repurchase of Notes. The Series 2002-1 Notes shall be
subject to repurchase in whole, but not in part, by RCFC at its option in
accordance with Section 5.3 of the Base Indenture, as follows:
(a) the Series 2002-1 Notes are subject to repurchase by RCFC in
whole, but not in part, on any Payment Date. On or prior to such Payment Date,
RCFC shall have paid the Series 2002-1 Insurer all amounts due and unpaid under
the Insurance Agreement (each such Payment Date, a "Repurchase Date");
(b) the purchase price for any such repurchase of Series 2002-1 Notes
shall equal the Aggregate Principal Balance of such Notes (determined after
giving effect to any payment of principal on such Payment Date), plus accrued
and unpaid interest on such Aggregate Principal Balance (the "Repurchase
Price");
(c) as a condition precedent to any repurchase, on or prior to the
Distribution Date on which any Series 2002-1 Note is repurchased by RCFC
pursuant to this Section 8.1, RCFC shall pay the Series 2002-1 Insurer all
Series 2002-1 Insurer Payments and all other Series 2002-1 Insurer Reimbursement
Amounts due and unpaid as of such Distribution Date; and
(d) in addition, a prepayment premium (the "Series 2002-1 Note
Prepayment Premium") will be payable to the holders of the Series 2002-1 Notes
upon any repurchase of such Series 2002-1 Notes by RCFC when the Aggregate
Principal Balance thereof is greater than $35,000,000. The Series 2002-1 Note
Prepayment Premium with respect to the Series 2002-1 Notes will equal the amount
of interest that would have accrued on the Aggregate Principal Balance of the
Series 2002-1 Notes so prepaid (assuming that (i) no Amortization Event occurs
with respect to the Series 2002-1 Notes, (ii) the Series 2002-1 Noteholders are
paid the Series 2002-1 Controlled Distribution Amount on each of the scheduled
Payment Dates for the period commencing with the Payment Date on which such
repurchase is effected and ending on the Series 2002-1 Expected Final Payment
Date, and (iii) interest accrues on such Series 2002-1 Notes at a rate equal to
0.26%), discounted to present value to such Payment Date at a rate equal to
LIBOR in effect on such Payment Date plus 0.26%.
Section 8.2 Payment of Rating Agencies' Fees. RCFC agrees and
covenants with the Master Servicer and the Trustee to pay all reasonable fees
and expenses of the Rating Agencies and to promptly provide all documents and
other information that the Rating Agencies may reasonably request.
Section 8.3 Exhibits. The following exhibits attached hereto
supplement the exhibits included in the Indenture.
Exhibit A-1: Form of Restricted Global Class A Note
Exhibit A-2: Form of Temporary Global Class A Note
Exhibit A-3: Form of Permanent Global Class A Note
Exhibit B: Reserved
Exhibit C: Form of Demand Note
Exhibit D: Form of Notice of Series 2002-1 Lease Payment Losses
66
Section 8.4 Ratification of Base Indenture. As supplemented by this
Supplement and except as specified in this Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by
this Supplement shall be read, taken, and construed as one and the same
instrument. In this regard, for the purposes of the terms and conditions
governing the Series 2002-1 Notes and the Group III Collateral, Section 7.28 of
the Base Indenture shall not apply.
Section 8.5 Counterparts. This Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 8.6 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF
LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.
Section 8.7 Amendments. This Supplement may be modified or amended
from time to time in accordance with the terms of the Base Indenture; provided,
however, that if, pursuant to the terms of the Base Indenture or this
Supplement, the consent of the Required Series 2002-1 Noteholders is required
for an amendment or modification of this Supplement, such requirement shall be
satisfied if such amendment or modification is consented to by Noteholders
representing more than 50% of the Aggregate Principal Balance of the Series
2002-1 Notes affected thereby (including for purposes of determining such
aggregate outstanding principal amount, the Aggregate Principal Balance of the
Series 2002-1 Notes).
(b) In addition, this Supplement may be amended or modified from time
to time, without the consent of any Series 2002-1 Noteholder but with the
consent of the Rating Agencies (which consent of any such Rating Agency shall be
deemed to have occurred if such Rating Agency fails to respond within fifteen
(15) Business Days after a written request therefor), RCFC, DTAG, the Series
2002-1 Insurer and the Trustee to amend the following definitions: "Maximum
Manufacturer Percentage" (and any schedules to the Indenture setting forth such
percentage), "Maximum Non-Program Percentage" (including the percentages used in
the calculation of such percentage), "Measurement Month", "Measurement Month
Average" and "Market Value Adjustment Percentage" and to make changes related to
such amendments.
Section 8.8 Notice to Series 2002-1 Insurer and Rating Agencies.
The Trustee shall provide to the Series 2002-1 Insurer and each Rating Agency a
copy of each notice, opinion of counsel, certificate or other item delivered to,
or required to be provided by, the Trustee pursuant to this Supplement or any
other Related Document (which includes Base Indenture Sections 5.4, 7.3 and
7.10). Each such opinion of counsel shall be addressed to the Series 2002-1
Insurer, shall be from counsel reasonably acceptable to the Series 2002-1
Insurer and shall be in form and substance reasonably acceptable to the Series
2002-1 Insurer. All such notices, opinions, certificates or other items to be
delivered to the Series 2002-1 Insurer shall be forwarded to Ambac Assurance
Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
General Counsel, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇.
67
Section 8.9 Series 2002-1 Insurer Deemed Noteholder and Secured
Party; Insurer Default. Except for any period during which an Insurer Default
has occurred and is continuing, the Series 2002-1 Insurer shall be deemed to be
the holder of 100% of the Series 2002-1 Notes for the purposes of giving any
consents, waivers, approvals, instructions, directions, declarations, notices
and/or taking any other action pursuant to the Base Indenture, this Supplement
and the other Related Documents. Notwithstanding anything herein to the
contrary, where consent of the Series 2002-1 Insurer is expressly required under
this Supplement, such consent shall only be required so long as no Insurer
Default has occurred and is continuing. Any reference in the Base Indenture or
the Related Documents to materially, adversely, or detrimentally affecting the
rights or interests of the Series 2002-1 Noteholders, or words of similar
meaning, shall be deemed, for purposes of the Series 2002-1 Notes, to refer to
the rights or interests of the Series 2002-1 Insurer. In addition, the Series
2002-1 Insurer shall constitute an "Enhancement Provider" with respect to the
Series 2002-1 Notes for all purposes under the Base Indenture and the other
Related Documents and the Insurance Agreement shall constitute an "Enhancement
Agreement" with respect to the Series 2002-1 Notes for all purposes under the
Base Indenture and the other Related Documents. Furthermore, the Series 2002-1
Insurer shall be deemed to be a "Secured Party" under the Base Indenture and the
Related Documents to the extent of amounts payable to the Series 2002-1 Insurer
pursuant to this Supplement. The Series 2002-1 Insurer's consent shall be
required for changes to the Vehicle Disposition Programs and any merger or
consolidation of a Lessee pursuant to Section 25.1 of the Master Lease.
Section 8.10 Assignment of Claims. At any time the Trustee is
required to make a claim under the Series 2002-1 Policy in respect of a Series
2002-1 Preference Amount, the Trustee, on behalf of itself and the Series 2002-1
Noteholders, shall execute and deliver to the Series 2002-1 Insurer an
assignment in favor of the Series 2002-1 Insurer irrevocably assigning all
rights and claims of the Trustee and the Series 2002-1 Noteholders relating to
or arising under the obligations giving rise to such Series 2002-1 Preference
Amount. The Series 2002-1 Noteholders hereby consent to, instruct the Trustee
with respect to and grant to the Trustee full power of attorney on their behalf,
to execute and deliver such assignment of rights and claims to the Series 2002-1
Insurer.
Section 8.11 Third Party Beneficiary. The Series 2002-1 Insurer is
an express third party beneficiary of (i) the Base Indenture to the extent of
provisions relating to any Enhancement Provider and (ii) this Supplement.
Section 8.12 Prior Notice by Trustee to Series 2002-1 Insurer.
Subject to Section 10.1 of the Base Indenture, the Trustee agrees that so long
as no Amortization Event shall have occurred and be continuing with respect to
any Series of Notes, other than the Series 2002-1 Notes, it shall not exercise
any rights or remedies available to it as a result of the occurrence of an
Amortization Event with respect to the Series 2002-1 Notes (except those set
forth in clauses (j) and (k) of Section 5.1 of this Supplement) until after the
Trustee has given prior written notice thereof to the Series 2002-1 Insurer and
obtained the direction of the Required Series 2002-1 Noteholders. The Trustee
agrees to notify the Series 2002-1 Insurer promptly following any exercise of
rights or remedies available to it as a result of the occurrence of an
Amortization Event with respect to the Series 2002-1 Notes.
68
Section 8.13 Subrogation. (a) In furtherance of and not in
limitation of the Series 2002-1 Insurer's equitable right of subrogation, each
of the Trustee and RCFC acknowledge that, to the extent of any payment made by
the Series 2002-1 Insurer under the Series 2002-1 Policy with respect to
interest on or principal of the Series 2002-1 Notes, the Series 2002-1 Insurer
is to be fully subrogated to the extent of such payment and any additional
interest due on any late payment, to the rights of the Series 2002-1 Noteholders
under the Indenture. Each of RCFC and the Trustee agree to such subrogation and,
further, agree to take such actions as the Series 2002-1 Insurer may reasonably
request to evidence such subrogation.
(b) In the event that (x) amounts are withdrawn from the Series
2002-1 Cash Collateral Account pursuant to Section 4.17(e) hereof and paid to
the Series 2002-1 Insurer with respect to a Series 2002-1 Preference Amount paid
by the Series 2002-1 Insurer under the Series 2002-1 Policy and (y) the Series
2002-1 Insurer has been paid all Series 2002-1 Insurer Payments and all other
Series 2002-1 Insurer Reimbursement Amounts payable under the Insurance
Agreement and the Series 2002-1 Insurer has no further obligations in respect of
the Series 2002-1 Policy, the Series 2002-1 Insurer acknowledges that, to the
extent of such withdrawal from the Series 2002-1 Cash Collateral Account and
payment to the Series 2002-1 Insurer, the Series 2002-1 Letter of Credit
Provider, if any, is to be fully subrogated to the extent of such payment to the
Series 2002-1 Insurer, to the Series 2002-1 Insurer's equitable subrogation
rights described in Section 8.13(a). By accepting payment of amounts withdrawn
from the Series 2002-1 Cash Collateral Account, the Series 2002-1 Insurer agrees
to such subrogation and, further, agrees to take such actions at the expense of
the Series 2002-1 Letter of Credit Provider, as the Series 2002-1 Letter of
Credit Provider, may reasonably request to evidence such subrogation.
[Remainder of Page Intentionally Blank]
69
IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
RENTAL CAR FINANCE CORP.
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust
Company, as Trustee
By:_____________________________________
Name:
Title:
Accepted and Acknowledged by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.,
as Master Servicer
By:_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Treasurer
Schedule 1 - 1
SCHEDULE 1
Schedule of Maximum Manufacturer Percentages of Group III Vehicles
------------------------------------------------------------------
Eligible Maximum Program Maximum Non-Program
Manufacturer Percentage* Percentage*
------------ ---------- ----------
DaimlerChrysler 100% (1)
Ford 100% (1)
Toyota 100% (1)
General Motors 0% (1)
Honda 0% (1)
Nissan 0% (1)
Volkswagen 0% (1)
Mazda 0% Up to 25% (2)
Subaru 0% Up to 15% (2) (3) (5)
Suzuki 0% Up to 15% (2) (3) (5)
Mitsubishi 0% Up to 15% (2) (3) (5)
Isuzu 0% Up to 15% (2) (3) (5)
Kia 0% Up to 5% (2) (4) (5)
Hyundai 0% Up to 3% (2) (4) (5)
Daewoo 0% Up to 3% (2) (4) (5)
(1) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by DaimlerChrysler, Ford, Toyota, General Motors,
Honda, Nissan, and Volkswagen shall not exceed the following percentages:
(a) if the average of the Measurement Month Averages for any three
Measurement Months during the twelve month period preceding any date of
determination shall be less than eighty-five percent (85%), 0% or such
other percentage amount agreed upon by the Lessor and each of the Lessees,
subject to Rating Agency confirmation, which percentage amount represents
the maximum percentage of the Aggregate Asset Amount which is permitted
under the Master Lease to be invested in Non-Program Vehicles; and (b) at
all other times, for the twelve (12) month period ending on the last
Business Day of the most recently completed calendar month preceding the
date of determination thereof, thirty-five percent (35%) and, for the three
(3) month period ending on the last Business Day of the most recently
completed calendar month preceding the date of determination thereof, forty
percent (40%).
(2) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Mazda, Subaru, Suzuki, Mitsubishi, Isuzu, Kia,
Hyundai or Daewoo shall not exceed 40% in the aggregate.
(3) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi or Isuzu shall not
exceed 15% in the aggregate.
Schedule 2 - 1
(4) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Kia, Hyundai or Daewoo shall not exceed 7% in the
aggregate.
(5) The combined percentage of Group III Vehicles which are Non-Program
Vehicles manufactured by Subaru, Suzuki, Mitsubishi, Isuzu, Kia, Hyundai or
Daewoo shall not exceed 20% in the aggregate.
* As a percentage of the Group III Collateral.
Schedule 2 - 2
EXHIBIT C
Form of Demand Note
-------------------
New York, New York
June 4, 2002
FOR VALUE RECEIVED, the undersigned, DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., a Delaware corporation ("DTAG"), promises to pay to RENTAL CAR FINANCE
CORP., an Oklahoma corporation ("RCFC"), on demand (the "Demand Date"), (a) the
principal sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000) or (b) such other
amount, shown on Schedule A attached hereto (and any continuation thereof) made
by RCFC, as the aggregate unpaid principal balance hereof, including the
aggregate unpaid principal amount of Demand Note Advances (as defined herein)
made from funds on deposit in the Series 2002-1 Collection Account from time to
time.
1. Principal Payment Date. Any unpaid principal of this promissory
note (this "Demand Note") shall be paid on the Demand Date.
2. Interest. DTAG also promise to pay interest on the unpaid
principal amount hereof from time to time outstanding at an interest rate of
one-year LIBOR, as determined for such period in the manner set forth under the
Base Indenture, dated as of December 13, 1995 between RCFC and Deutsche Bank
Trust Company Americas, formerly known as Bankers Trust Company, as Trustee, as
amended by the Amendment to Base Indenture dated as of December 23, 1997 (the
"Base Indenture"), as supplemented by the Series 2002-1 Supplement (the "Series
2002-1 Supplement" and together with the Base Indenture, the "Indenture") for
the determination of LIBOR thereunder, plus 0.26% (the "Demand Note Rate") from
the date hereof until the principal amount shall be paid in full. Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth therefor in the Indenture.
3. Prepayments. DTAG shall repay in full the unpaid principal amount
of this Demand Note upon the Demand Date hereof. Prior thereto, DTAG:
(a) may, rom time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of this
Demand Note; provided, however, that
(i) no Event of Default or Lease Event of Default shall
have occurred and be continuing; and
(ii) such voluntary prepayments shall require at least three
but no more than five Business Days' prior written notice to RCFC.
Each prepayment of any Demand Note made pursuant to this Section 3 shall be
without premium or penalty.
C-1
4. Demand Note Advances. RCFC agrees to make advances ("Demand
Note Advances") upon request from DTAG, as borrower, out of and not to exceed in
any Related Month the amount of Recoveries not so allocated pursuant to Section
4.7(a)(i)(B) of the Series 2002-1 Supplement that may be lent under this Demand
Note pursuant to Sections 4.7(a)(i)(B) and 4.7(b)(i)(B) of the Series 2002-1
Supplement. Such Demand Note Advances are repayable by DTAG, with interest, on
each Demand Date upon demand by RCFC or the Trustee, as assignee of RCFC. Demand
Note Advances shall accrue interest on the outstanding balance thereof at the
Demand Note Rate then applicable. The date, amount, interest rate and duration
of the Interest Period (if applicable) of each Demand Note Advance made by RCFC
to DTAG and each payment made on account of the principal thereof, shall be
recorded by RCFC on its books and, prior to any transfer of this Demand Note,
endorsed by RCFC on Schedule A attached hereto or any continuation thereof,
provided that the failure of RCFC to make any such recordation or endorsement
shall not affect the obligations of DTAG to make a payment when due of any
amount owing hereunder or under any other Related Document in respect of the
Demand Note Advances made by RCFC.
5. Subordination.
(a) RCFC, as subordinated lender under this Demand Note in respect of
Demand Note Advances (the "Subordinated Lender") hereby agrees that the
Subordinated Lender's right under this Demand Note is expressly subordinated to
all payment obligations due to the Trustee, as assignee of the Master Lease (the
"Senior Lender"), under the Master Lease (the "Payment Obligations"). The
Subordinated Lender hereby agrees that the payment of this Demand Note is hereby
expressly subordinated, in accordance with the terms hereof, to the prior
payment in full of the Payment Obligations in cash.
(b) Upon the maturity of any Payment Obligation (including interest
thereon or fees or any other amounts owing in respect thereof), whether on the
Payment Date (after any extension thereof), by acceleration or otherwise, all
payments thereof and premium, if any, and interest thereon or fees or any other
amounts owing in respect thereof, in each case to the extent due and owing,
shall first be paid in full in cash, or such payment duly provided for in cash
or in a manner satisfactory to the Senior Lender, before any payment is made on
account of the Demand Note. The Subordinated Lender hereby agrees that, so long
as an Event of Default or a Lease Event of Default, or event which with notice
or lapse of time or both would constitute an Event of Default or a Lease Event
of Default, in respect of any Payment Obligations, it will not ask, demand, ▇▇▇
for, or otherwise take, accept or receive, any amounts in respect of this Demand
Note.
(c) In the event that notwithstanding the provisions of the preceding
Section 5(b), DTAG shall make any payment on account of this Demand Note at a
time when payment is not permitted by said Section 5(b), such payment shall be
held by the Subordinated Lender or its representative, in trust for the benefit
of, and shall be paid forthwith over and delivered to, the Senior Lender or its
representative for application to the payment of all Payment Obligations
remaining unpaid to the extent necessary to pay all Payment Obligations in full
in cash in accordance with the terms of the Master Lease, after giving effect to
any concurrent payment or distribution to or for the Payment Obligations.
Without in any way modifying the provisions hereof or affecting the
subordination effected hereby if such notice is not given, DTAG shall give the
Subordinated Lender prompt written notice of any payment made on the Demand Note
and any Demand Date of Payment Obligations after which such Payment Obligations
remain unsatisfied.
C-2
(d) Upon any distribution of assets of DTAG upon any dissolution,
winding up, liquidation or reorganization of DTAG (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise):
(i) the Senior Lender shall first be entitled to receive
payment in full of the Payment Obligations in cash or in a manner
satisfactory to the Senior Lender (including, without limitation, all
interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the governing
documentation whether or not such interest is an allowed claim in such
proceeding) before the Subordinated Lender is entitled to receive any
payment out of the proceeds from or distributions made under the Master
Lease;
(ii) any payment out o f the proceeds from or distributions
made under the Master Lease of any kind or character, whether in cash,
property or securities to which the Subordinated Lender would be entitled
except for the provisions hereof, shall be paid by the liquidating trustee
or agent or other person making such payment or distribution, whether a
trustee or agent, directly to the Senior Lender or its representative under
the agreements pursuant to which the Payment Obligations may have been
made, to the extent necessary to make payment in full of all Payment
Obligations remaining unpaid, after giving effect to any concurrent payment
or distribution to the Senior Lender in respect of the Payment Obligations;
and
(iii) in the event that, notwithstanding the foregoing
provisions of this Section 5(d), any payment of any kind or character,
whether in cash, property or securities, shall be received by the
Subordinated Lender on account of principal of this Demand Note before all
Payment Obligations are paid in full in cash or in a manner satisfactory to
the Senior Lender, or effective provisions made for its payment, such
payment out of the proceeds from or distributions made under the Master
Lease shall be received and held in trust for and shall be paid over to the
Senior Lender in respect of Payment Obligations remaining unpaid or
unprovided for or their representative under the agreements pursuant to
which the Payment Obligations have been made, for application to the
payment of such Payment Obligations until all such Payment Obligations
shall have been paid in full in cash or in a manner satisfactory to the
Senior Lender, after giving effect to any concurrent payment or
distribution to the Senior Lender in respect of Payment Obligations.
Without in any way modifying the provisions hereof or affecting the
subordination effected hereby if such notice is not given, DTAG shall give
prompt written notice to the Subordinated Lender of any dissolution, winding up,
liquidation or reorganization of DTAG (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise).
C-3
6. No Waiver; Amendment. No failure or delay on the part of RCFC in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No amendment, modification or waiver of, or consent with respect to, any
provision of this Demand Note shall in any event be effective unless (a) the
same shall be in writing and signed and delivered by DTAG and RCFC, and (b) all
consents required for such actions under the Related Documents shall have been
received by the appropriate Persons.
7. No Negotiation. This Demand Note is not negotiable other than a
pledge or assignment to the Trustee, who is hereby authorized by DTAG and RCFC
to make claims for repayment of principal outstanding hereunder on behalf of
RCFC.
8. Successors and Assigns. This Demand Note shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
9. Governing Law. THIS DEMAND NOTE HAS BEEN DELIVERED IN NEW YORK,
NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
10. Captions. Paragraph captions used in this Demand Note are
provided solely for convenience of reference only and shall not affect the
meaning or interpretation of any provision of this Demand Note.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Treasurer
Accepted and Agreed:
RENTAL CAR FINANCE CORP.
By:_____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Treasurer
C-4
Schedule A
----------
PAYMENT GRID
======== ============= ============= ============= =============== ============
Amount of
Amount of Demand Outstanding
Principal Principal Note Principal Notation
Date Amount Payment Advance Balance Made By
======== ============= ============= ============= =============== ============
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======== ============= ============= ============= =============== ============
Schedule A - 1
EXHIBIT D
TO SERIES 2002-1 SUPPLEMENT
Form of Notice of
Series 2002-1 Lease Payment Losses
----------------------------------
Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company,
as Trustee
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This Series 2002-1 Lease Payment Losses Notice is delivered to you
pursuant to Section 4.14 of the Series 2002-1 Supplement dated as of June 4,
2002 to the Base Indenture dated as of December 13, 1995, as amended by
Amendment to Base Indenture dated as of December 23, 1997 (as amended or
modified from to time, the "Series 2002-1 Supplement"), between Rental Car
Finance Corp., an Oklahoma corporation, and Deutsche Bank Trust Company
Americas, formerly known as Bankers Trust Company, as Trustee. Terms used herein
have the meanings provided in the Series 2002-1 Supplement.
The Master Servicer hereby notifies the Trustee that as of _________,
20__ there exists Series 2002-1 Lease Payment Losses in the amount of $________.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_____________________________________
Name:
Title:
D-1