Exhibit 4.3
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DAIMLERCHRYSLER MASTER OWNER TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
AMENDED AND RESTATED
SERIES 2002-A INDENTURE SUPPLEMENT
dated as of December 16, 2004
to
AMENDED AND RESTATED INDENTURE
dated as of December 16, 2004
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions.................................................1
SECTION 1.02. Governing Law..............................................10
SECTION 1.03. Counterparts...............................................11
SECTION 1.04. Ratification of Indenture..................................11
ARTICLE II
THE SERIES 2002-A NOTES
SECTION 2.01. Creation and Designation...................................11
SECTION 2.02. Form of Delivery; Depository; Denominations................11
SECTION 2.03. Delivery and Payment.......................................11
SECTION 2.04. ERISA Restrictions.........................................11
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
SECTION 3.01. Allocations of Series 2002-A Available Interest Amount.....12
SECTION 3.02. Amounts to be Treated as Series 2002-A Available
Interest Amount; Other Deposits to the Interest
Funding Account............................................13
SECTION 3.03. Allocations of Reductions from Investor Charge-Offs to
the Overcollateralization Amount and the Nominal
Liquidation Amount of the Series 2002-A Notes..............13
SECTION 3.04. Allocations of Reimbursements of Nominal Liquidation
Amount Deficit and Overcollateralization Amount Deficit....14
SECTION 3.05. Application of Series 2002-A Available Principal Amount....14
SECTION 3.06. Computation of Reductions to the Nominal Liquidation
Amount of the Series 2002-A Notes and the
Overcollateralization Amount from Reallocations of
Series 2002-A Available Principal Amounts..................15
SECTION 3.07. Targeted Deposits of Series 2002-A Available Principal
Amounts to the Principal Funding Account...................15
SECTION 3.08. Amounts to be Treated as Series 2002-A Available
Principal Amounts; Other Deposits to Principal Funding
Account....................................................16
SECTION 3.09. Withdrawals from Interest Funding Account..................16
SECTION 3.10. Withdrawals from Principal Funding Account.................16
SECTION 3.11. Limit on Repayment of the Series 2002-A Notes..............17
SECTION 3.12. Calculation of Nominal Liquidation Amount of Series
2002-A Notes and Overcollateralization Amount..............17
SECTION 3.13. Netting of Deposits and Payments...........................19
SECTION 3.14. Payments to Noteholders....................................19
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SECTION 3.15. Exercise of Put Feature; Sale of Receivables for
Accelerated Notes..........................................19
SECTION 3.16. Calculation Agent; Determination of LIBOR..................21
SECTION 3.17. Excess Available Interest Amounts Sharing..................22
SECTION 3.18. Excess Available Principal Amounts Sharing.................22
SECTION 3.19. Computation of Interest....................................23
SECTION 3.20. Variable Accumulation Period...............................23
SECTION 3.21. Payments to the Issuer.....................................23
SECTION 3.22. Payment Instructions and Monthly Noteholders' Report.......23
ARTICLE IV
EARLY REDEMPTION OF NOTES
SECTION 4.01. Early Redemption Events....................................24
ARTICLE V
ACCOUNTS AND INVESTMENTS
SECTION 5.01. Accounts...................................................26
EXHIBITS
EXHIBIT A FORM OF SERIES 2002-A NOTE
EXHIBIT B FORM OF SERIES 2002-A SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C FORM OF SERIES 2002-A SCHEDULE TO MONTHLY NOTEHOLDERS'
STATEMENT
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ii
This AMENDED AND RESTATED SERIES 2002-A INDENTURE SUPPLEMENT (this
"Indenture Supplement"), by and between DAIMLERCHRYSLER MASTER OWNER TRUST, a
statutory trust created under the laws of the State of Delaware (the
"Issuer"), having its principal office at c/o Chase Manhattan Bank USA,
National Association, 500 Stanton Christiana Road, Newark, Delaware 19713, and
THE BANK OF NEW YORK, a New York banking corporation (the "Indenture
Trustee"), is made and entered into as of December 16, 2004.
The Issuer and the Indenture Trustee are parties to the Series
2002-A Indenture Supplement, dated as of June 1, 2002 (the "Existing Indenture
Supplement"), which specifies the principal terms of the Series 2002-A Notes
issued on the Issuance Date. In accordance with Section 1001(l) of the
Indenture, dated as of June 1, 2002 (the "Existing Indenture"), and the terms
of the Existing Indenture Supplement and the Program Amendment Agreement, the
parties hereto now desire to amend and restate the Existing Indenture
Supplement.
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01. Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article I have the meanings assigned
to them in this Article I, and include the plural as well as the
singular;
(2) all other terms used herein which are defined in the
Indenture, either directly or by reference therein, have the meanings
assigned to them in the Indenture and, if not defined in the Indenture,
have the meanings assigned to them in the Sale and Servicing Agreement;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder means such
accounting principles as are generally accepted in the United States of
America at the date of such computation;
(4) all references in this Indenture Supplement to designated
"Articles," "Sections" and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture Supplement
as originally executed. The words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Indenture Supplement as a
whole and not to any particular Article, Section or other subdivision;
(5) in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in
the Indenture, the terms and provisions of this Indenture Supplement
shall be controlling;
(6) except as expressly provided herein, each capitalized term
defined herein shall relate only to the Series 2002-A Notes and no other
Series of Notes issued by the Issuer;
(7) "including" and words of similar import will be deemed to be
followed by "without limitation"; and
(8) "or" is not exclusive.
"Accumulation Period" means, with respect to the Series 2002-A
Notes, the period from and including the Accumulation Period Commencement Date
to but excluding the earlier of (i) the Series 2002-A Termination Date and
(ii) the day on which an Early Redemption Period commences.
"Accumulation Period Commencement Date" means December 1, 2004 or,
if the Issuer, acting directly or through the Administrator, makes an election
pursuant to Section 3.20, the later date selected by the Issuer pursuant to
Section 3.20.
"Accumulation Period Length" means the number of full Collection
Periods between the Accumulation Period Commencement Date and the Series
2002-A Expected Principal Payment Date.
"Adjusted Outstanding Dollar Principal Amount" means, with respect
to the Series 2002-A Notes, the Outstanding Dollar Principal Amount of the
Series 2002-A less (i) any funds (other than investment earnings) in the
Principal Funding Account and (ii) any amount (other than investment earnings)
in the Excess Funding Account that is allocable to Series 2002-A.
"Aggregate Series Available Interest Amount Shortfall" means the
sum of the "Series Available Interest Amount Shortfalls" for all series of
Notes (as such term is defined in each of the related Indenture Supplements).
"Aggregate Series Available Principal Amount Shortfall" means the
sum of the "Series Available Principal Amount Shortfalls" for all series of
Notes (as such term is defined in the related Indenture Supplements).
"applicable investment category" means "Aaa" or "P-1" in the case
of Moody's and "AAA" or "A-1+" in the case of Standard & Poor's.
"Calculation Agent" is defined in Section 3.16.
"Controlled Accumulation Amount" means $400,000,000; provided,
however, that if the Accumulation Period Length with respect to the Series
2002-A Notes is determined to be less than five months pursuant to Section
3.20, the Controlled Accumulation Amount for any Payment Date will be equal to
(i) the Initial Dollar Principal Amount of the Series 2002-A Notes divided by
(ii) the Accumulation Period Length.
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"Controlled Deposit Amount" means, with respect to any Payment
Date, the excess of (i) the Controlled Accumulation Amount over (ii) any funds
in the Excess Funding Account that are allocable to Series 2002-A and will be
deposited into the Principal Funding Account on such Payment Date.
"DaimlerChrysler" means DaimlerChrysler Corporation, a Delaware
corporation, and its successors.
"DCS" means DaimlerChrysler Services North America LLC, a Michigan
limited liability company, and its successors and permitted assigns.
"Dealer Overconcentration" is defined in the Sale and Servicing
Agreement.
"Defaulted Amount" is defined in the Sale and Servicing Agreement.
"Determination Date" is defined in the Sale and Servicing
Agreement.
"Early Redemption Event" means, with respect to the Series 2002-A
Notes, the occurrence of any of the events specified in Section 1201 of the
Indenture and Section 4.01 of this Indenture Supplement.
"Early Redemption Period" means, with respect to the Series 2002-A
Notes, the period from and including the date on which an Early Redemption
Event occurs to but excluding the earlier of (i) the Series 2002-A Termination
Date and (ii) if such Early Redemption Period has commenced before the
scheduled termination of the Revolving Period, the day on which the Revolving
Period recommences pursuant to Section 4.01.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
"Event of Default" is defined in Section 701 of the Indenture.
"Excess Funding Account" is defined in Section 402(b) of the
Indenture.
"Incremental Overcollateralization Amount" means, at the time of
determination, the product obtained by multiplying
(i) a fraction, the numerator of which is the Series 2002-A
Nominal Liquidation Amount (calculated without including the Incremental
Overcollateralization Amount), and the denominator of which is the Pool
Balance on the last day of the preceding Collection Period, by
(ii) the excess, if any, of:
(a) the sum of the Overconcentration Amount and the
aggregate amount of Ineligible Receivables on that
date over
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(b) the aggregate amount of Ineligible Receivables and
Receivables in Accounts containing Dealer
Overconcentrations, in each case that became Defaulted
Receivables during the preceding Collection Period and
are not subject to reassignment from the Issuer,
unless any Insolvency Event relating to DCWR or the
Servicer has occurred.
"Indenture" means the Amended and Restated Indenture, dated as of
December 16, 2004, between the Issuer and The Bank of New York, as Indenture
Trustee, as amended, restated and supplemented from time to time.
"Initial Cut-Off Date" is defined in the Sale and Servicing
Agreement.
"Initial Dollar Principal Amount" means, with respect to the
Series 2002-A Notes, $2,000,000,000.
"Insolvency Event" means, with respect to any specified Person:
(i) such Person shall file a petition commencing a voluntary case
under any chapter of the Federal bankruptcy laws; or such Person shall
file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar
applicable Federal law, or shall consent to the filing of any such
petition, answer, or consent; or such Person shall appoint, or consent
to the appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or such
Person shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become
due; or
(ii) any order for relief against such Person shall have been
entered by a court having jurisdiction in the premises under any chapter
of the Federal bankruptcy laws, and such order shall have continued
undischarged or unstayed for a period of 60 days; or a decree or order
by a court having jurisdiction in the premises shall have been entered
approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of such Person under any other
similar applicable Federal law, and such decree or order shall have
continued undischarged or unstayed for a period of 120 days; or a decree
or order of a court having jurisdiction in the premises for the
appointment of a custodian, receiver, liquidator, trustee, assignee,
sequestrator, or other similar official in bankruptcy or insolvency of
such Person or of any substantial part of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and
such decree or order shall have remained in force undischarged or
unstayed for a period of 120 days.
"Interest Collections" is defined in the Sale and Servicing
Agreement.
"Interest Funding Account" means the trust account designated as
such and established pursuant to Section 5.01(a).
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"Interest Payment Date" means the 15th day of each calendar month,
or if such 15th day is not a Business Day, the next succeeding Business Day.
The initial Interest Payment Date was July 15, 2002.
"Interest Period" means, with respect to any Interest Payment
Date, the period from and including the previous Interest Payment Date (or in
the case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such current Interest Payment Date.
"Investor Charge-Off" means, with respect to any Payment Date, the
aggregate amount, if any, by which the Series 2002-A Investor Default Amount,
if any, for the preceding Monthly Period exceeds the Series 2002-A Available
Interest Amount for such Payment Date available after giving effect to clauses
(a), (b) and (c) of Section 3.01.
"Issuance Date" means June 11, 2002.
"Legal Maturity Date" means the Payment Date in May 2007.
"LIBOR" means, with respect to any Interest Period, the London
interbank offered rate determined in accordance with Section 3.16.
"LIBOR Determination Date" means, with respect to any Interest
Period, the second London Business Day prior to the commencement of such
Interest Period.
"London Business Day" means a day that is both a Business Day and
a day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.
"Miscellaneous Payments" is defined in the Sale and Servicing
Agreement.
"Monthly Payment Rate" is defined in the Sale and Servicing
Agreement.
"Monthly Period" is defined in the Indenture; provided, however,
that, with respect to the Series 2002-A Notes, the first Monthly Period was
the period beginning on the close of business on the Series 2002-A Cut-Off
Date and ending on and including June 30, 2002. The Monthly Period is the same
as the Collection Period.
"Nominal Liquidation Amount of the Series 2002-A Notes" means,
with respect to the Series 2002-A Notes, the amount calculated pursuant to
Section 3.12(a).
"Nominal Liquidation Amount Deficit" means, with respect to the
Series 2002-A Notes, the excess of (i) the Adjusted Outstanding Dollar
Principal Amount of the Series 2002-A Notes over (ii) the Nominal Liquidation
Amount of the Series 2002-A Notes.
"Note Rating Agency" means, with respect to the Series 2002-A
Notes, each of Moody's, Standard & Poor's and Fitch.
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"Overcollateralization Amount" means, with respect to the Series
2002-A Notes, the amount calculated pursuant to Section 3.12(b).
"Overcollateralization Amount Deficit" means, with respect to the
Series 2002-A Notes, the excess of (i) the aggregate of the reallocations and
reductions made pursuant to Sections 3.12(b)(ii)(C) and (D) over (ii) the
aggregate amount of all reimbursements made pursuant to Section
3.12(b)(ii)(B).
"Overcollateralization Percentage" means 9.89% (which, for the
avoidance of doubt, is the percentage equivalent of a fraction, the numerator
of which is 0.09 and the denominator of which is the excess of 1.00 over
0.09); provided that the Overcollateralization Percentage shall be 11.11%
(which, for the avoidance of doubt, is the percentage equivalent of a
fraction, the numerator of which is 0.1 and the denominator of which is the
excess of 1.0 over 0.1) so long as the rating of the long-term unsecured debt
of DaimlerChrysler AG is less than "BBB-" by Standard & Poor's.
"Overconcentration Amount" is defined in the Sale and Servicing
Agreement.
"Paying Agent" means, initially, the Indenture Trustee.
"Payment Date" means, with respect to the Series 2002-A Notes, the
Principal Payment Date or any Interest Payment Date.
"PFA Earnings" means, with respect to each Payment Date, the
investment earnings on funds in the Principal Funding Account (net of
investment expenses and losses) for the period from and including the
immediately preceding Payment Date to but excluding such Payment Date.
"PFA Earnings Shortfall" means, with respect to any Payment Date,
the excess, if any, of (i) the PFA Earnings Target for such Payment Date over
(ii) the PFA Earnings for such Payment Date.
"PFA Earnings Target" means, with respect to any Payment Date,
with respect to any amount on deposit in the Principal Funding Account, the
Dollar amount of interest that would have accrued on such amount for the
period from and including the preceding Payment Date to but excluding such
Payment Date if such amount had borne interest at the related Series 2002-A
Note Interest Rate.
"Plan" means an employee benefit plan, as defined in Section 3(3)
of ERISA, that is subject to ERISA or a plan, as defined in Section 4975(e)(1)
of the Code.
"Primary Overcollateralization Amount" means, with respect to the
Series 2002-A Notes, the amount calculated pursuant to Sections 3.12(b)(ii)(A)
through (D), except that the initial Primary Overcollateralization Amount as
of the Issuance Date was $197,802,198, which was the product of (i) the
Overcollateralization Percentage at the Issuance Date and (ii) the Nominal
Liquidation Amount of the Series 2002-A Notes at the Issuance Date.
"Principal Collections" is defined in the Sale and Servicing
Agreement.
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"Principal Funding Account" means the trust account designated as
such and established pursuant to Section 5.01(a).
"Principal Payment Date" means, with respect to the Series 2002-A
Notes, the Series 2002-A Expected Principal Payment Date or, upon the
acceleration of the Series 2002-A Notes following an Event of Default or the
occurrence of an Early Redemption Event, each Interest Payment Date occurring
after such acceleration or Early Redemption Event.
"Put Feature" means, with respect to the Series 2002-A Notes, the
right of the Holders to put the Series 2002-A Notes to the Issuer upon
satisfaction of the conditions set forth in Section 3.15(a) and receive the
amounts specified in Section 3.15(a).
"Receivables Purchase Agreement" means the Second Amended and
Restated Receivables Purchase Agreement, dated as of December 16, 2004,
between DCS, as seller, and DCWR, as buyer, as amended, restated and
supplemented from time to time.
"Receivables Sales Proceeds" means, with respect to the Series
2002-A Notes, the proceeds of the sale of Receivables with respect to such
series of Notes pursuant to Section 3.15. Receivables Sales Proceeds do not
constitute Principal Collections.
"Record Date" means, with respect to any Payment Date, (i) if the
Series 2002-A Notes are Global Notes, the day immediately preceding such
Payment Date and (ii) if the Series 2002-A Notes are definitive Notes, the
last day of the calendar month ending before such Payment Date.
"Reference Banks" means four major banks engaged in transactions
in the London interbank market selected by the Calculation Agent for the
purpose of determining LIBOR.
"Required Primary Overcollateralization Amount" means, with
respect to any Payment Date, the product of (i) the Overcollateralization
Percentage and (ii) the Nominal Liquidation Amount of the Series 2002-A Notes
calculated after giving effect to allocations, deposits and payments to be
made on such Payment Date but without giving effect to the reductions in
Sections 3.12(a)(ii)(C) and (D) and the reimbursements in Section
3.12(a)(ii)(B).
"Revolving Period" means, with respect to the Series 2002-A Notes,
the period from the close of business on the Series 2002-A Cut-Off Date to but
excluding the earlier of (i) the Accumulation Period Commencement Date and
(ii) the day on which an Early Redemption Period commences. The Revolving
Period, however, may recommence upon the termination of an Early Redemption
Period pursuant to Section 4.01.
"Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of December 16, 2004, among DCWR, as Seller, DCS, as
Servicer, and the Issuer, as amended, restated and supplemented from time to
time.
"Series 2002-A Account" is defined in Section 5.01(a).
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"Series 2002-A Available Amount" means, with respect to any
Payment Date, the sum of the Series 2002-A Available Interest Amount and the
Series 2002-A Available Principal Amount for such Payment Date.
"Series 2002-A Available Interest Amount" means, with respect to
any Payment Date, the sum of (a) the Interest Collections with respect to the
preceding Collection Period that are allocated to Series 2002-A pursuant to
Section 501 of the Indenture and (b) any amounts to be treated as part of the
Series 2002-A Available Interest Amount pursuant to Section 3.02(a).
"Series 2002-A Available Interest Amount Shortfall" means, with
respect to any Payment Date, the excess, if any, of (i) the aggregate amount
required to be applied pursuant to Sections 3.01(a) through (e) for such
Payment Date over (ii) the Series 2002-A Available Interest Amount (excluding
amounts to be treated as part of the Series 2002-A Available Interest Amount
pursuant to Section 3.17(a) for such Payment Date); provided, however, that
the Issuer, when authorized by an Officer's Certificate, may amend or
otherwise modify this definition of Series 2002-A Available Interest Amount
Shortfall if the Note Rating Agencies confirm in writing that the amendment or
modification will not cause a Ratings Effect.
"Series 2002-A Available Principal Amount" means, with respect to
any Payment Date, the sum of (a) the Principal Collections with respect to the
preceding Collection Period that are allocated to Series 2002-A pursuant to
Section 502 of the Indenture, (b) any amounts to be treated as part of the
Series 2002-A Available Principal Amount pursuant to Section 3.01(d), 3.01(e)
or 3.18(a) and (c) the Series 2002-A Miscellaneous Payments with respect to
such Payment Date.
"Series 2002-A Available Principal Amount Shortfall" means, with
respect to any Payment Date, the excess, if any, of (i) the aggregate amount
required to be applied pursuant to Section 3.07 over (ii) the Series 2002-A
Available Principal Amount (excluding amounts to be treated as part of the
Series 2002-A Available Principal Amount pursuant to Section 3.18(a) for such
Payment Date); provided, however, that the Issuer, when authorized by an
Officer's Certificate, may amend or otherwise modify this definition of Series
2002-A Available Principal Amount Shortfall if the Note Rating Agencies
confirm in writing that the amendment or modification will not cause a Ratings
Effect.
"Series 2002-A Cut-Off Date" means June 1, 2002.
"Series 2002-A EFA Earnings" means, with respect to each Payment
Date, the amount of investment earnings on funds in the Excess Funding Account
(net of investment expenses and losses) for the period from and including the
immediately preceding Payment Date to but excluding such Payment Date that is
allocable to the Series 2002-A Notes pursuant to Section 4.06(c) of the Sale
and Servicing Agreement.
"Series 2002-A Expected Principal Payment Date" means the Payment
Date in May 2005.
"Series 2002-A Floating Allocation Percentage" means, with respect
to any Collection Period, the percentage equivalent (which shall never exceed
100%) of a fraction, the numerator of which is the Series 2002-A Nominal
Liquidation Amount as of the last day of the
8
immediately preceding Collection Period and the denominator of which is the
Pool Balance as of such last day.
"Series 2002-A Investor Default Amount" means, with respect to any
Payment Date, the product of the Defaulted Amount with respect to the
immediately preceding Collection Period and the Series 2002-A Floating
Allocation Percentage for such Collection Period.
"Series 2002-A Miscellaneous Allocation Percentage" means, with
respect to any Collection Period, the percentage equivalent (which shall never
exceed 100%) of a fraction, the numerator of which is the Series 2002-A
Nominal Liquidation Amount as of the last day of the immediately preceding
Collection Period and the denominator of which sum of the series nominal
liquidation amounts for all outstanding series of Notes (including Series
2002-A) as of such last day.
"Series 2002-A Miscellaneous Payments" means, with respect to any
Payment Date, the product of the Miscellaneous Payments with respect to the
immediately preceding Collection Period and the Series 2002-A Miscellaneous
Allocation Percentage for such Collection Period.
"Series 2002-A Monthly Interest" is defined in Section 3.01(b).
"Series 2002-A Nominal Liquidation Amount" means, at the time of
determination, the amount equal to the sum of (i) the Nominal Liquidation
Amount of the Series 2002-A Notes at such time and (ii) the
Overcollateralization Amount at such time. The initial Series 2002-A Nominal
Liquidation Amount as of the Issuance Date was $2,197,802,198.
"Series 2002-A Note Interest Rate" means, with respect to an
Interest Period, a rate per annum equal to LIBOR, as determined by the
Calculation Agent on the related LIBOR Determination Date with respect to such
Interest Period, plus 0.06%.
"Series 2002-A Noteholder" means a Person in whose name a Series
2002-A Note is registered in the Note Register.
"Series 2002-A Note" means any of the Notes executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in
the form of Exhibit A hereto (in the case of Series 2002-A Notes authenticated
on or after December 16, 2004) and substantially in the form of Exhibit A to
the Existing Indenture Supplement (in the case of Series 2002-A Notes
authenticated before December 16, 2004).
"Series 2002-A Principal Allocation Percentage" means, with
respect to any Collection Period, the percentage equivalent (which shall never
exceed 100%) of a fraction, the numerator of which is the Series 2002-A
Nominal Liquidation Amount as of the last day of the immediately preceding
Collection Period (or, if the Accumulation Period or Early Redemption Period
has commenced, as of the last day of the Collection Period immediately
preceding the commencement of the Accumulation Period or Early Redemption
Period) and the denominator of which is the greater of (i) the Pool Balance as
of the last day of the immediately preceding Collection Period and (ii) the
sum of the numerators used to calculate the percentages for allocating
Principal Collections to all outstanding series of notes (including the Series
2002-A
9
Notes) for such Collection Period; provided, however, that, with respect to
that portion of any Collection Period that comes after the date on which any
early redemption event (in respect of which the early redemption period is not
terminated and the revolving period recommenced) in respect of a series of
Notes occurs, the Series 2002-A Principal Allocation Percentage shall reset
for such portion of the Collection Period using the greater of (i) the Pool
Balance as of the close of business on the date on which the early redemption
event occurs and (ii) the sum of the numerators used to calculate the
percentages for allocating Principal Collections to all outstanding series of
notes (including the Series 2002-A Notes) for such portion of the Collection
Period.
"Series 2002-A Servicing Fee" means, with respect to any Payment
Date, the portion of the Servicing Fee for such Payment Date allocable to the
Series 2002-A Notes in an amount equal to the product of (i) the Monthly
Servicing Fee Rate and (ii) the Series 2002-A Nominal Liquidation Amount as of
the last day of the immediately preceding Collection Period.
"Series 2002-A Termination Date" means the earliest to occur of
(i) the Principal Payment Date on which the Outstanding Dollar Principal
Amount of the Series 2002-A Notes is reduced to zero, (ii) the Legal Maturity
Date and (iii) the date on which the Indenture is discharged and satisfied
pursuant to Article VI thereof.
"Shared Excess Available Interest Amount" means, with respect to
any Payment Date with respect to any series of Notes, either (i) the Series
2002-A Available Interest Amount for such Payment Date available after
application in accordance with Sections 3.01(a) through (e) or (ii) the
amounts allocated to the Notes of other series that the applicable Indenture
Supplements for such series specify are to be treated as "Shared Excess
Available Interest Amount."
"Shared Excess Available Principal Amount" means, with respect to
any Payment Date and any series of Notes, either (i) the Series 2002-A
Available Principal Amount for such Payment Date applied as Shared Excess
Available Principal Amount in accordance with Section 3.05 or (ii) the amounts
allocated to the Notes of other series that the Indenture Supplements for such
series specify are to be treated as "Shared Excess Available Principal
Amount."
"Stated Principal Amount" means, with respect to the Series 2002-A
Notes, $2,000,000,000.
"Telerate Page 3750" means the display page so designated as
reported by Bloomberg Financial Markets Commodities News (or such other page
as may replace that page on that service, or any other service that may be
nominated as the information vendor, for the purpose of displaying London
interbank offered rates of major banks for Dollar deposits).
SECTION 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE
10
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 1.03. Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed will be
deemed to be an original, but all such counterparts will together constitute
but one and the same instrument.
SECTION 1.04. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.
ARTICLE II
THE SERIES 2002-A NOTES
SECTION 2.01. Creation and Designation.
(a) There is hereby created a series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as
"DaimlerChrysler Master Owner Trust Floating Rate Auto Dealer Loan Asset
Backed Notes, Series 2002-A" or the "Series 2002-A Notes." The Series 2002-A
Notes will be issued in one class.
(b) The Series 2002-A Notes shall not be subordinated to any other
series of Notes.
SECTION 2.02. Form of Delivery; Depository; Denominations.
(a) The Series 2002-A Notes, upon original issuance, shall be
delivered in the form of Global Notes and Registered Notes as provided in
Sections 202 and 301(g) of the Indenture, respectively.
(b) The Depository for the Series 2002-A Notes shall be The
Depository Trust Company, and the Series 2002-A Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Series 2002-A Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
SECTION 2.03. Delivery and Payment. The Issuer shall execute and
deliver the Series 2002-A Notes to the Indenture Trustee for authentication,
and the Indenture Trustee shall deliver the Series 2002-A Notes when
authenticated, each in accordance with Section 303 of the Indenture. All
proceeds from the issuance and sale of the Series 2002-A Notes shall be
distributed by the Issuer in respect of the Seller's Certificates pursuant to
the Trust Agreement.
SECTION 2.04. ERISA Restrictions. By accepting an interest in a
Series 2002-A Note, each owner or holder of such interest shall acknowledge
and agree that the Series 2002-A Notes may not be purchased with the assets of
a Plan if DCWR, an underwriter for the
11
Series 2002-A Notes, the Indenture Trustee, the Owner Trustee or any of their
Affiliates (i) has investment or administrative discretion with respect to the
assets of such Plan, (ii) has authority or responsibility to give, or
regularly gives, investment advice with respect to those Plan assets for a fee
and pursuant to an understanding or agreement that such advice will serve as a
primary basis for investment decisions with respect to those Plan assets and
will be based on the particular investment needs for such Plan or (iii) is an
employer maintaining or contributing to such Plan.
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
SECTION 3.01. Allocations of Series 2002-A Available Interest
Amount. On each Payment Date, the Indenture Trustee will apply the Series
2002-A Available Interest Amount as follows:
(a) first, if neither DCS nor any of its Affiliates is the
Servicer, to pay the Series 2002-A Servicing Fee, plus any previously due and
unpaid Series 2002-A Servicing Fee (to the extent it has not been waived by
the Servicer for such Payment Date) to the Servicer;
(b) second, to deposit to the Interest Funding Account an amount
equal to (i) the product of (A) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360, times (B) the Series 2002-A Note Interest Rate applicable to the
related Interest Period, times (C) the Outstanding Dollar Principal Amount of
the Series 2002-A Notes determined as of the Record Date preceding the related
Payment Date (the "Series 2002-A Monthly Interest"), plus (ii) an amount equal
to the excess, if any, of the aggregate amount accrued pursuant to this
Section 3.01(b) as of prior Interest Periods over the aggregate amount of
interest paid to the Series 2002-A Noteholders pursuant to this Section
3.01(b) in respect of such prior Interest Periods, together with interest at
the Series 2002-A Note Interest Rate on such delinquent amount, to the extent
permitted by applicable law;
(c) third, if DCS or any of its Affiliates is the Servicer, to pay
the Series 2002-A Servicing Fee plus any previously due and unpaid Series
2002-A Servicing Fee (to the extent it has not been waived by the Servicer for
such Payment Date) to the Servicer;
(d) fourth, to be treated as part of the Series 2002-A Available
Principal Amount for application in accordance with Section 3.05 in an amount
equal to the Series 2002-A Investor Default Amount, if any, for the preceding
Monthly Period;
(e) fifth, to be treated as part of the Series 2002-A Available
Principal Amount for application in accordance with Section 3.05 in an amount
equal to the sum of (x) the Nominal Liquidation Amount Deficit, if any, and
(y) the Overcollateralization Amount Deficit, if any;
(f) sixth, to pay to the Servicer any previously due and unpaid
Series 2002-A Servicing Fee that had been waived by the Servicer in its sole
discretion, with the remaining
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Series 2002-A Available Interest Amount to be treated as Shared Excess
Available Interest Amount for application in accordance with Section 3.17; and
(g) seventh, to the Issuer for distribution in respect of the
Seller's Certificates pursuant to the Trust Agreement.
SECTION 3.02. Amounts to be Treated as Series 2002-A Available
Interest Amount; Other Deposits to the Interest Funding Account. The following
deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series 2002-A Available Interest
Amount. In addition to the Interest Collections allocated to Series 2002-A
pursuant to Section 501 of the Indenture, the following amounts shall be
treated as part of the Series 2002-A Available Interest Amount for application
in accordance with this Article III:
(i) PFA Earnings Shortfall. The PFA Earnings Shortfall, to the
extent funded pursuant to Section 4.04(d) of the Sale and Servicing
Agreement, will be treated as part of the Series 2002-A Available
Interest Amount for the related Payment Date.
(ii) Account Earnings. Any PFA Earnings and any Series 2002-A EFA
Earnings for any Payment Date will be treated as part of the Series
2002-A Available Interest Amount for such Payment Date.
(iii) Shared Excess Available Interest Amounts. Any Shared Excess
Available Interest Amounts allocable to Series 2002-A will be treated as
part of the Series 2002-A Available Interest Amount pursuant to Section
3.17(a).
(b) Receivables Sales Proceeds. Receivables Sales Proceeds
received by the Issuer pursuant to Section 3.15(c)(ii) for the Series 2002-A
Notes will be deposited into the Interest Funding Account on the date of
receipt by the Issuer.
SECTION 3.03. Allocations of Reductions from Investor Charge-Offs
to the Overcollateralization Amount and the Nominal Liquidation Amount of the
Series 2002-A Notes. On each Payment Date when there is an Investor Charge-Off
with respect to the related Monthly Period, such Investor Charge-Off will be
allocated on that date to the Overcollateralization Amount and the Nominal
Liquidation Amount of the Series 2002-A Notes as set forth in this Section
3.03.
(a) First, the amount of such Investor Charge-Off will be
allocated to the Overcollateralization Amount in an amount equal to lesser of
(i) such Investor Charge-Off and (ii) the Overcollateralization Amount
(computed prior to giving effect to such Investor Charge-Off and any
reallocation of Series 2002-A Available Principal Amount on such date). In
such case, the Overcollateralization Amount will be reduced by an amount equal
to the portion of such Investor Charge-Off that is allocated to the
Overcollateralization Amount pursuant to this clause (a); provided, however,
that no such allocation will reduce the Overcollateralization Amount below
zero.
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(b) Second, the amount of such Investor Charge-Off remaining after
giving effect to clause (a) above will be allocated to the Series 2002-A Notes
in an amount equal to the lesser of (i) the excess, if any, of the Investor
Charge-Off for such Monthly Period over the amount of the reduction of the
Overcollateralization Amount pursuant to clause (a) above and (ii) the Nominal
Liquidation Amount of the Series 2002-A Notes (computed prior to giving effect
to such Investor Charge-Off and any reallocations of Series 2002-A Available
Principal Amounts on such date). In such case, the Nominal Liquidation Amount
of the Series 2002-A Notes will be reduced by an amount equal to the portion
of such Investor Charge-Off that is allocated to the Series 2002-A Notes
pursuant to this clause (b); provided, however, that no such allocation will
reduce the Nominal Liquidation Amount of the Series 2002-A Notes below zero.
SECTION 3.04. Allocations of Reimbursements of Nominal Liquidation
Amount Deficit and Overcollateralization Amount Deficit. If, as of any Payment
Date, there is any Series 2002-A Available Interest Amount available pursuant
to Section 3.01(e) to reimburse any Nominal Liquidation Amount Deficit or
Overcollateralization Amount Deficit as of such Payment Date, such funds will
be allocated as follows:
(a) first, to the Nominal Liquidation Amount of the Series 2002-A
Notes, but in no event will the Nominal Liquidation Amount of the Series
2002-A Notes be increased above the Adjusted Outstanding Dollar Principal
Amount of the Series 2002-A Notes; and
(b) second, to the Overcollateralization Amount, but in no event
will the Overcollateralization Amount be increased above the
Overcollateralization Amount calculated as if there had been no reduction of
the Overcollateralization Amount pursuant to Section 3.03 or 3.06.
SECTION 3.05. Application of Series 2002-A Available Principal
Amount. On each Payment Date, the Indenture Trustee will apply the Series
2002-A Available Principal Amount as follows:
(a) first, if, after giving effect to deposits to be made with
respect to such Payment Date pursuant to Section 3.01(b), the Series 2002-A
Notes have not received the full amount targeted to be deposited pursuant to
Section 3.01(b) with respect to that Payment Date, then the Series 2002-A
Available Principal Amount will be allocated to the Interest Funding Account
in an amount equal to the lesser of the following amounts:
(i) the amount of the deficiency in such targeted amount to
be deposited into the Interest Funding Account; and
(ii) the Series 2002-A Nominal Liquidation Amount
(determined after giving effect to the application of the Investor
Charge-Off pursuant to Section 3.03);
(b) second, if Series 2002-A is in its Accumulation Period or an
Early Redemption Period, (i) any remaining Series 2002-A Available Principal
Amount (after giving effect to clause (a)) will be applied to make the
targeted deposit to the Principal Funding Account pursuant to Section 3.07 and
(ii) any remaining Series 2002-A Available Principal Amount (after giving
effect to clause (i)) will be treated as Shared Excess Available Principal
Amount for application in accordance with Section 3.18;
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(c) third, if Series 2002-A is not in its Accumulation Period or
an Early Redemption Period, any remaining Series 2002-A Available Principal
Amount (after giving effect to clauses (a) and (b) above) will be treated as
Shared Excess Available Principal Amount for application in accordance with
Section 3.18; and
(d) fourth, if the Outstanding Dollar Principal Amount of the
Series 2002-A has been reduced to zero on or before such Payment Date, the
remaining Series 2002-A Available Principal Amount (after giving effect to
clauses (a), (b) and (c)) shall be released to the Issuer for distribution in
respect of the Seller's Certificates pursuant to the Trust Agreement.
SECTION 3.06. Computation of Reductions to the Nominal Liquidation
Amount of the Series 2002-A Notes and the Overcollateralization Amount from
Reallocations of Series 2002-A Available Principal Amounts.
(a) Each reallocation of a portion of the Series 2002-A Available
Principal Amount that is deposited to the Interest Funding Account pursuant to
Section 3.05(a) will reduce the Overcollateralization Amount; provided,
however, that such reduction shall not exceed the Overcollateralization Amount
(after giving effect to any reductions pursuant to Section 3.03 for Investor
Charge-Offs).
(b) Each reallocation of a portion of the Series 2002-A Available
Principal Amount that is deposited to the Interest Funding Account pursuant to
Section 3.05(a) in excess of the amounts applied pursuant to clause (a) above
that reduce the Overcollateralization Amount to zero will reduce the Nominal
Liquidation Amount of the Series 2002-A Notes; provided, however, that the
amount of such reduction shall not exceed the Nominal Liquidation Amount of
the Series 2002-A Notes (after giving effect to any reductions pursuant to
Section 3.03 for Investor Charge-Offs).
SECTION 3.07. Targeted Deposits of Series 2002-A Available
Principal Amounts to the Principal Funding Account. The Series 2002-A
Available Principal Amount that is targeted to be deposited into the Principal
Funding Account with respect to any Payment Date will be (i) the amount
determined pursuant to clause (a) or (b) below for such Payment Date, as
applicable, or if more than one such clause is applicable, the higher amount
determined pursuant to either of such clauses, plus (ii) any targeted deposit
pursuant to clause (i) for any prior Payment Date to the extent not previously
deposited, but in no case more than the Nominal Liquidation Amount of the
Series 2002-A Notes (computed immediately before giving effect to such deposit
but after giving effect to any reductions thereof due to any Investor
Charge-Offs and any reallocations of the Series 2002-A Available Principal
Amount on such date).
(a) Budgeted Deposits. Subject to Section 3.07(b), with respect to
each Principal Payment Date, beginning with the Accumulation Commencement
Date, the targeted deposit to be made into the Principal Funding Account will
be the Controlled Deposit Amount for the related Payment Date.
(b) Event of Default, Early Redemption Event, Other Optional or
Mandatory Redemption. If the Series 2002-A Notes have been accelerated during
a Monthly Period after the occurrence of an Event of Default, or if an Early
Redemption Event with respect to the Series
15
2002-A Notes occurs during a Monthly Period, or with respect to the Monthly
Period immediately preceding any other date fixed for any other optional or
mandatory redemption of the Series 2002-A Notes, the targeted deposit for the
Series 2002-A Notes with respect to the Payment Date following such Monthly
Period and each following Payment Date is equal to the Nominal Liquidation
Amount of the Series 2002-A Notes as of the close of business on the last day
of the preceding Monthly Period (taking into effect any reallocations on the
following Payment Date).
SECTION 3.08. Amounts to be Treated as Series 2002-A Available
Principal Amounts; Other Deposits to Principal Funding Account. The following
deposits and payments will be made on the following dates:
(a) Amounts to be Treated as Series 2002-A Available Principal
Amount. In addition to the Principal Collections allocated to the Series
2002-A pursuant to Section 502 of the Indenture and any Series 2002-A
Miscellaneous Payments, any portion of the Series 2002-A Available Interest
Amount that is allocated pursuant to Section 3.01(d) or 3.01(e) shall be
treated as part of the Series 2002-A Available Principal Amount for
application in accordance with Section 3.05.
(b) Receivables Sale Proceeds. Receivables Sales Proceeds applied
pursuant to Section 3.15(c)(i) for the Series 2002-A Notes will be deposited
into the Principal Funding Account on the date of receipt by the Indenture
Trustee.
(c) Withdrawals from Excess Funding Account. Any withdrawal from
the Excess Funding Account pursuant to Section 4.06(d) of the Sale and
Servicing Agreement that is allocable to Series 2002-A will be deposited into
the Principal Funding Account on such date of withdrawal by the Indenture
Trustee.
SECTION 3.09. Withdrawals from Interest Funding Account.
Withdrawals made pursuant to this Section 3.09 with respect to the Series
2002-A Notes will be made from the Interest Funding Account only after all
allocations and reallocations have been made pursuant to Sections 3.02 and
3.05. Such withdrawals will be limited to the amount then on deposit in the
Interest Funding Account.
(a) Withdrawals for Series 2002-A Notes. On each Interest Payment
Date, any amount on deposit in the Interest Funding Account for the Series
2002-A Notes shall be paid to the Paying Agent.
(b) Payment to the Issuer. After payment in full of the Series
2002-A Notes, any amount remaining on deposit in the Interest Funding Account
will be paid to the Issuer.
If the aggregate amount available for withdrawal from the Interest
Funding Account is less than all withdrawals required to be made from the
Interest Funding Account, then the aggregate amount on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata based on
the respective amounts of the withdrawals required to be made.
SECTION 3.10. Withdrawals from Principal Funding Account.
Withdrawals made pursuant to this Section 3.10 with respect to the Series
2002-A Notes will be made from
16
the Principal Funding Account only after all allocations and reallocations
have been made pursuant to Sections 3.05, 3.07 and 3.08. In no event will the
amount of the withdrawal be more than the amount then on deposit in the
Principal Funding Account.
(a) Withdrawals for the Series 2002-A Notes. On each Principal
Payment Date, any amount on deposit in the Principal Funding Account shall be
paid to the Paying Agent.
(b) Payment to the Issuer. Upon payment in full of the Series
2002-A Notes, any remaining amount on deposit in the Principal Funding Account
will be paid to the Issuer.
If the aggregate amount available for withdrawal from the
Principal Funding Account is less than all withdrawals required to be made
from that Principal Funding Account, then the amounts on deposit will be
withdrawn and, if payable to more than one Person, applied pro rata based on
the amounts of the respective withdrawals required to be made.
SECTION 3.11. Limit on Repayment of the Series 2002-A Notes. No
amounts on deposit in the Principal Funding Account will be applied to pay
principal of the Series 2002-A Notes in excess of the Outstanding Dollar
Principal Amount of the Series 2002-A Notes.
SECTION 3.12. Calculation of Nominal Liquidation Amount of Series
2002-A Notes and Overcollateralization Amount.
(a) On or prior to each Payment Date the Issuer shall calculate
the Nominal Liquidation Amount of the Series 2002-A Notes, which shall be the
following amount:
(i) as of the Issuance Date, the Initial Dollar Principal Amount
of the Series 2002-A Notes; and
(ii) thereafter, an amount equal to, without duplication:
(A) the Nominal Liquidation Amount of the Series 2002-A
Notes immediately after the prior date of determination; plus
(B) the share of all reimbursements of the Nominal
Liquidation Amount Deficit pursuant to Section 3.01(e) that is
allocated to the Nominal Liquidation Amount of the Series 2002-A
Notes pursuant to Section 3.04(a) since the prior date of
determination; minus
(C) the share of all reallocations of the Series 2002-A
Available Principal Amount pursuant to Section 3.05(a) that is
allocated to the Nominal Liquidation Amount of the Series 2002-A
Notes pursuant to Section 3.06(b) since the prior date of
determination; minus
(D) the amount of the reduction of the Nominal Liquidation
Amount of the Series 2002-A Notes resulting from an allocation of
an Investor Charge-Off pursuant to Section 3.03(b) since the prior
date of determination; minus
17
(E) the amount (other than investment earnings) deposited in
the Principal Funding Account (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on
that day) since the prior date of determination; minus
(F) the amount (other than investment earnings) deposited
into the Excess Funding Account since the prior date of
determination in connection with a reduction in Principal
Receivables that is allocable to Series 2002-A; plus
(G) the amount (other than investment earnings) withdrawn
from the Excess Funding Account since the prior date of
determination in connection with the purchase of additional
Principal Receivables that is allocable to Series 2002-A;
provided, however, that (1) the Nominal Liquidation Amount of the Series
2002-A Notes may never be less than zero, (2) the Nominal Liquidation Amount
of the Series 2002-A Notes may never be greater than the Adjusted Outstanding
Dollar Principal Amount of the Series 2002-A Notes and (3) if the Series
2002-A Notes have caused a sale of Receivables pursuant to Section 3.15, then
the Nominal Liquidation Amount of the Series 2002-A Notes will be zero.
(b) On or prior to each Payment Date the Issuer shall calculate
the Overcollateralization Amount, which shall be the following amount:
(i) as of the Issuance Date, $197,802,198; and
(ii) thereafter, an amount equal to, without duplication:
(A) the product of (i) the Series 2002-A
Overcollateralization Percentage times (ii) the Nominal
Liquidation Amount of the Series 2002-A Notes calculated after
giving effect to allocations, deposits and payments to be made on
such Payment Date; provided, however, that if an Early Redemption
Period has commenced and the Revolving Period has not recommenced,
the amount referred to in clause (ii) shall be the Nominal
Liquidation Amount of the Series 2002-A Notes at the commencement
of that Early Redemption Period; plus
(B) the amount of the reimbursement of the
Overcollateralization Amount Deficit pursuant to Section 3.01(e)
that is allocated to the Overcollateralization Amount pursuant to
Section 3.04(b) since the prior date of determination; minus
(C) the share of all reallocations of the Series 2002-A
Available Principal Amount pursuant to Section 3.05(a) that is
allocated to the Overcollateralization Amount pursuant to Section
3.06(a) since the prior date of determination; minus
(D) the amount of the reduction of the Overcollateralization
Amount resulting from an allocation of Investor Charge-Offs to the
Overcollateralization Amount pursuant to Section 3.03(a) since the
prior date of determination; plus
18
(E) the Incremental Overcollateralization Amount;
provided, however, that the Overcollateralization Amount shall never be less
than zero and, after the Outstanding Dollar Principal Amount of the Series
2002-A Notes has been reduced to zero, the Overcollateralization Amount shall
be zero.
SECTION 3.13. Netting of Deposits and Payments. The Issuer, in its
sole discretion, may make all deposits to the Interest Funding Account and the
Principal Funding Account pursuant to Sections 3.01 and 3.07 with respect to
any Payment Date net of, and after giving effect to, (a) all reallocations to
be made pursuant to Section 3.07 and (b) all payments to the Issuer pursuant
to Section 3.05.
SECTION 3.14. Payments to Noteholders.
(a) All payments of principal, interest or other amounts to
Holders of the Series 2002-A Notes will be made pro rata based on the Stated
Principal Amount of their Series 2002-A Notes.
(b) Any installment of interest or principal, if any, payable on
any Series 2002-A Note which is punctually paid or duly provided for by the
Issuer and the Indenture Trustee on the applicable Interest Payment Date or
Principal Payment Date shall be paid by the Paying Agent to the Person in
whose name such Series 2002-A Note (or one or more Predecessor Notes) is
registered on the Record Date, by wire transfer of immediately available funds
to such Person's account as has been designated by written instructions
received by the Paying Agent from such Person not later than the close of
business on the third Business Day preceding the date of payment or, if no
such account has been so designated, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date, except that (i) with respect to Series 2002-A Notes registered on
the Record Date in the name of the nominee of Cede & Co., payment shall be
made by wire transfer in immediately available funds to the account designated
by such nominee and (ii) with regard to any payments of interest or principal
made pursuant to Section 3.09(b) or 3.10(b), respectively, payment shall be
made by wire transfer in immediately available funds to the account designated
by the Issuer.
(c) The right of the Series 2002-A Noteholders to receive payments
from the Issuer will terminate on the first Business Day following the Series
2002-A Termination Date.
SECTION 3.15. Exercise of Put Feature; Sale of Receivables for
Accelerated Notes.
(a) If (i) an Early Redemption Event specified in Section 4.01(3)
of this Indenture Supplement occurs or (ii) the Series 2002-A Notes have been
accelerated pursuant to Section 702 of the Indenture following an Event of
Default, each Holder of a Series 2002-A Note may notify the Indenture Trustee
that it desires to exercise the Put Feature in respect of its Series 2002-A
Notes. The Put Feature shall be deemed to be exercised only if at least one of
the following conditions is met:
(i) the Holders of Series 2002-A Notes evidencing at least 90% of
the Outstanding Dollar Principal Amount of the Series 2002-A Notes have
notified the
19
Indenture Trustee that they desire to exercise the Put Feature in
respect of their Series 2002-A Notes; or
(ii) the Majority Holders of the Series 2002-A Notes have notified
the Indenture Trustee that they desire to exercise the Put Feature in
respect of their Series 2002-A Notes and the net proceeds of the sale of
Receivables pursuant to such exercise (as described below) plus amounts
on deposit in the Principal Funding Account would be sufficient to pay
all amounts due on the Series 2002-A Notes; or
(iii) (A) the Indenture Trustee determines that the funds to be
allocated to the Series 2002-A Notes, including (1) Series 2002-A
Available Interest Amounts and Series 2002-A Available Principal Amounts
and (2) amounts on deposit in the Principal Funding Account, may not be
sufficient on an ongoing basis to make payments on the Series 2002-A
Notes as such payments would have become due if such obligations had not
been declared due and payable and (B) Holders of Series 2002-A Notes
evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount
of the Series 2002-A Notes have notified the Indenture Trustee that they
desire to exercise the Put Feature in respect of their Series 2002-A
Notes.
If the Put Feature is deemed to be exercised as provided in the preceding
sentence, it shall be deemed to be exercised by all Holders of the Series
2002-A Notes, whether or not they actually give notice of their desire to
exercise the Put Feature. Upon such deemed exercise of the Put Feature, the
Indenture Trustee shall cause the Issuer to sell Principal Receivables and the
related Non-Principal Receivables (or interests therein) in an amount up to
the Series 2002-A Nominal Liquidation Amount plus any past due interest on the
Series 2002-A Notes. The proceeds of such sale shall be applied in accordance
with Section 706 of the Indenture. The Holders of the Series 2002-A Notes
shall maintain their rights in their Series 2002-A Notes until such sale
proceeds have been applied in accordance with Section 706 of the Indenture and
shall present their Series 2002-A Notes to the Issuer in accordance with
Section 706 of the Indenture as part of their exercise of the Put Feature.
(b) If the Nominal Liquidation Amount of the Series 2002-A Notes
is greater than zero on the Legal Maturity Date (after giving effect to
deposits and distributions otherwise to be made on the Legal Maturity Date),
the Issuer will cause the Issuer to sell Principal Receivables and the related
Non-Principal Receivables on the Legal Maturity Date in an amount up to the
Series 2002-A Nominal Liquidation Amount plus any past due interest on the
Series 2002-A Notes; it being understood for the avoidance of doubt that in no
event shall the amount of Principal Receivables so sold by the Issuer exceed
the Series 2002-A Nominal Liquidation Amount.
(c) Sales proceeds received with respect to the Series 2002-A
Notes pursuant to clause (b) above will be allocated in the following
priority:
(i) first, to be deposited in the Principal Funding Account, an
amount up to the Adjusted Outstanding Dollar Principal Amount of the
Series 2002-A Notes immediately before giving effect to such deposit;
and
20
(ii) second, to be deposited in the Interest Funding Account, the
balance of such sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding
Account after a sale of Receivables pursuant to this Section 3.15 and the
final payment of the Series 2002-A Notes pursuant to Section 503 of the
Indenture, will be treated as part of the Series 2002-A Available Interest
Amount.
SECTION 3.16. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Series 2002-A
Notes are Outstanding, there shall at all times be an agent appointed to
calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer
hereby initially appoints the Indenture Trustee as the Calculation Agent for
purposes of determining LIBOR for each Interest Period. The Calculation Agent
may be removed by the Issuer at any time. If the Calculation Agent is unable
or unwilling to act as such or is removed by the Issuer, or if the Calculation
Agent fails to determine LIBOR for an Interest Period, the Issuer shall
promptly appoint a replacement Calculation Agent that does not control or is
not controlled by or under common control with the Issuer or its Affiliates.
The Calculation Agent may not resign its duties, and the Issuer may not remove
the Calculation Agent, without a successor having been duly appointed and
having accepted such appointment.
(b) On each LIBOR Determination Date, the Calculation Agent shall
determine LIBOR for the following Interest Period to equal the offered rate
for United States dollar deposits for one month that appears on Telerate Page
3750 as of 11:00 A.M., London time, on such date. If that rate appears on
Telerate Page 3750, LIBOR will be that rate. If on any LIBOR Determination
Date the offered rate does not appear on Telerate Page 3750, the Calculation
Agent will request each of the Reference Banks, to provide the Calculation
Agent with its offered quotation for United States dollar deposits for one
month to prime banks in the London interbank market as of 11:00 A.M., London
time, on the date. If at least two Reference Banks provide the Calculation
Agent with the offered quotations, LIBOR on that date will be the arithmetic
mean, rounded upwards, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, of
all the quotations. If on that date fewer than two Reference Banks provide the
Calculation Agent with the offered quotations, LIBOR on that date will be the
arithmetic mean, rounded upwards, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, of
the offered per annum rates that one or more leading banks in The City of New
York selected by the Calculation Agent are quoting as of 11:00 A.M., New York
City time, on that date to leading European banks for United States dollar
deposits for one month. If, however, those banks are not quoting as described
above, LIBOR for that date will be LIBOR applicable to the Interest Period
immediately preceding that Interest Period.
(c) The Series 2002-A Note Interest Rate, applicable to the then
current and the immediately preceding Interest Periods, may be obtained by
telephoning the Indenture Trustee at its Corporate Trust Office at (212)
328-7623 or such other telephone number as shall be designated by the
Indenture Trustee for such purpose by prior written notice by the Indenture
Trustee to each Series 2002-A Noteholder from time to time.
21
(d) On each LIBOR Determination Date, the Calculation Agent shall
send to the Indenture Trustee, the Servicer and the Seller, by facsimile
transmission, notification of LIBOR for the following Interest Period.
SECTION 3.17. Excess Available Interest Amounts Sharing.
(a) The Shared Excess Available Interest Amount allocable to
Series 2002-A on any Payment Date shall be treated as part of the Series
2002-A Available Interest Amount for such Payment Date.
(b) The Shared Excess Available Interest Amount allocable to
Series 2002-A with respect to any Payment Date shall mean an amount equal to
the Series 2002-A Available Interest Amount Shortfall, if any, for such
Payment Date; provided, however, that if the aggregate amount of Shared Excess
Available Interest Amounts for all series of Notes for such Payment Date is
less than the Aggregate Series Available Interest Amount Shortfall for such
Payment Date, then the Shared Excess Available Interest Amount allocable to
Series 2002-A on such Payment Date shall equal the product of (i) Shared
Excess Available Interest Amounts for all series of Notes and (ii) a fraction,
the numerator of which is the Series 2002-A Available Interest Amount
Shortfall for such Payment Date and the denominator of which is the aggregate
amount of Aggregate Series Available Interest Amount Shortfall for all series
of Notes for such Payment Date.
(c) Any Shared Excess Available Interest Amount that is not
required to be applied to make a payment or deposit in respect of a series of
Notes shall be released to the Issuer for distribution in respect of the
Seller's Certificates pursuant to the Trust Agreement.
SECTION 3.18. Excess Available Principal Amounts Sharing.
(a) The Shared Excess Available Principal Amount allocable to
Series 2002-A on any Payment Date shall be treated as part of the Series
2002-A Available Principal Amount for such Payment Date.
(b) The Shared Excess Available Principal Amount allocable to
Series 2002-A with respect to any Payment Date shall mean an amount equal to
the Series 2002-A Available Principal Amount Shortfall, if any, for such
Payment Date; provided, however, that if the aggregate amount of Shared Excess
Available Principal Amounts for all series of Notes for such Payment Date is
less than the Aggregate Series Available Principal Amount Shortfall for such
Payment Date, then the Shared Excess Available Principal Amount allocable to
Series 2002-A on such Payment Date shall equal the product of (i) Shared
Excess Available Principal Amounts for all series of Notes and (ii) a
fraction, the numerator of which is the Series 2002-A Available Principal
Amount Shortfall for such Payment Date and the denominator of which is the
aggregate amount of Aggregate Series Available Principal Amount Shortfall for
all series of Notes for such Payment Date.
(c) Any Shared Excess Available Principal Amount not required to
be applied to make a payment or deposit in respect of a series of Notes shall
be applied as Excess Available Principal Amounts pursuant to Section 4.06 of
the Sale and Servicing Agreement.
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SECTION 3.19. Computation of Interest.
(a) Interest on the Series 2002-A Notes shall be computed on the
basis of a 360-day year and the actual number of days elapsed in the related
Interest Period.
(b) Unless otherwise specified in this Indenture Supplement,
interest for any period will be calculated from and including the first day of
such period to and including the last day of such period.
SECTION 3.20. Variable Accumulation Period.
The Issuer, acting directly or through the Administrator, may
elect, by written notice to the Indenture Trustee and the Beneficiary, to
delay, from time to time, the commencement of the Accumulation Period, and
extend the length of the Revolving Period, subject to the conditions set forth
in this Section 3.20; provided, however, that the Accumulation Period shall
commence no later than the first day of the Monthly Period ending immediately
prior to the Series 2002-A Expected Final Payment Date. Any such election by
the Issuer shall be made not later than the first day of the last scheduled
Monthly Period of the Revolving Period (including any prior extension of the
Revolving Period pursuant to this Section 3.20). The Issuer may make such
election only if the following conditions are satisfied:
(i) the Issuer shall have delivered to the Indenture Trustee a
certificate to the effect that the Issuer reasonably believes that the
delay in the commencement of the Accumulation Period would not result in
the Outstanding Dollar Principal Amount of the Series 2002-A Notes not
being paid in full on the Series 2002-A Expected Principal Payment Date;
(ii) the Note Rating Agencies shall have advised the Issuer that
such election to delay the commencement of the Accumulation Period would
not cause the rating of any class of any series of Notes then
outstanding to be lowered or withdrawn; and
(iii) the amount to be deposited in the Principal Funding Account
in respect of Controlled Accumulation Amount shall have been adjusted.
Notwithstanding anything herein or in the Indenture to the contrary, the
Administrator may, on behalf of the Issuer, (i) perform all such calculations
as are necessary to determine whether the Accumulation Period may be delayed
pursuant to this Section 3.20 and (ii) elect to delay the Accumulation Period
pursuant to this Section 3.20.
SECTION 3.21. Payments to the Issuer. As an administrative
convenience for the Issuer, the Indenture Trustee shall pay to the Seller all
amounts payable or to be released hereunder to the Issuer. The Issuer shall
give the Indenture Trustee written instructions as to who the Seller is and
where to make such payments.
SECTION 3.22. Payment Instructions and Monthly Noteholders'
Report. Notwithstanding anything in the Indenture or herein to the contrary,
the Issuer may amend the form of Payment Instruction for the Series 2002-A
Notes and the Series 2002-A Schedule to Monthly Noteholders' Statement from
time to time without the consent of the Indenture Trustee
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or any Noteholder if it receives written confirmation from each Note Rating
Agency that such amendment will not cause a Ratings Effect.
ARTICLE IV
EARLY REDEMPTION OF NOTES
SECTION 4.01. Early Redemption Events. In addition to the events
identified as Early Redemption Events in Section 1201 of the Indenture, each
of the following events will also be an Early Redemption Event with respect to
the Series 2002-A Notes:
(1) failure on the part of the Seller, the Servicer or DCS (if DCS
is no longer the Servicer), as applicable, (i) to make any payment or
deposit (including any Transfer Deposit Amount or Adjustment Payment)
required by the terms of the Sale and Servicing Agreement or the
Receivables Purchase Agreement on or before the date occurring two
Business Days after the date such payment or deposit is required to be
made therein, or (ii) to deliver a Monthly Noteholders' Statement or
Payment Instruction within five Business Days of the day such item is
due to be delivered under the Indenture, or (iii) duly to observe or
perform in any material respect the covenant of the Seller set forth in
Section 2.06(a) of the Sale and Servicing Agreement or (iv) duly to
observe or perform in any material respect any other covenants or
agreements of the Seller or the Servicer, as the case may be, set forth
in the Sale and Servicing Agreement or the Receivables Purchase
Agreement, which failure in the case of this subclause (iv) continues
unremedied for a period of 45 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Seller by the Indenture Trustee;
(2) any representation or warranty made by DCS in the Receivables
Purchase Agreement or the Seller in the Sale and Servicing Agreement or
any information contained in a computer file or microfiche or written
list required to be delivered by the Seller pursuant to Section 2.01,
2.05, 2.07 or 2.08 of the Sale and Servicing Agreement, (i) shall prove
to have been incorrect in any material respect when made or when
delivered, and shall continue to be incorrect in any material respect
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Seller by the Indenture Trustee and (ii) as a result of such
incorrectness the interests of the Series 2002-A Noteholders are
materially and adversely affected; provided, however, that an Early
Redemption Event with respect to the Series 2002-A Notes shall not be
deemed to have occurred under this clause (2) if the Seller has
repurchased the related Receivable or all such Receivables, if
applicable, during such period in accordance with the provisions of the
Sale and Servicing Agreement;
(3) the occurrence of an Insolvency Event with respect to the
Seller, DCS or DaimlerChrysler;
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(4) a failure by the Seller to convey Receivables in Additional
Accounts to the Issuer within five Business Days after the day on which
it is required to convey such Receivables pursuant to the Sale and
Servicing Agreement;
(5) on any Payment Date, the Primary Overcollateralization Amount
for such Payment Date is reduced to an amount less than the Required
Primary Overcollateralization Amount on that Payment Date after giving
effect to the distributions to be made on such Payment Date; provided
that, for the purpose of determining whether an Early Redemption Event
has occurred pursuant to this clause (5), any reduction of the Primary
Overcollateralization Amount resulting from reallocations of the Series
2002-A Available Principal Amounts to pay interest on the Series 2002-A
Notes in the event LIBOR is equal to or greater than the prime rate upon
which interest on the Receivables is calculated on the applicable LIBOR
Determination Date will be considered an Early Redemption Event only if
LIBOR remains equal to or greater than such prime rate for the next 30
consecutive days following such LIBOR Determination Date;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding
Collection Period, the aggregate amount of Principal Receivables
relating to Used Vehicles exceeds 20% of the Pool Balance on that last
day;
(8) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series 2002-A
Notes is not repaid by the Series 2002-A Expected Principal Payment
Date;
(10) the Seller or the Issuer becomes an investment company within
the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect to the
Series 2002-A Notes.
Notwithstanding the foregoing in this Section 4.01, in the case of
any event described in clause (1), (2) or (6) above, an Early Redemption Event
with respect to Series 2002-A will be deemed to have occurred only if, after
the applicable grace period described in such clause, if any, either the
Indenture Trustee or Series 2002-A Noteholders holding Series 2002-A Notes
evidencing more than 50% of the Outstanding Dollar Principal Amount of the
Series 2002-A Notes by written notice to the Seller, the Servicer and the
Indenture Trustee, if given by Series 2002-A Noteholders, declare that an
Early Redemption Event with respect to the Series 2002-A Notes has occurred as
of the date of that notice. In the case of any Early Redemption Event
described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early
Redemption Event with respect to the Series 2002-A Notes shall be deemed to
have occurred without any notice or other action on the part of the Indenture
Trustee or the Series 2002-A Noteholders immediately upon the occurrence of
such event.
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Notwithstanding the foregoing in this Section 4.01, if (x) an
Early Redemption Period results from the failure by DCWR to convey Receivables
in Additional Accounts to the Issuer, as described in clause (4) above during
the Revolving Period, (y) no other Early Redemption Event that has not been
cured or waived in accordance with the Indenture has occurred and (z) each
Note Rating Agency has confirmed that recommencing the Revolving Period will
not cause a Ratings Effect, then the Early Redemption Period resulting from
such failure will terminate and the Revolving Period will recommence as of the
end of the first Collection Period during which the Seller would no longer be
required to convey Receivables in Additional Accounts to the Issuer; provided
that the Revolving Period will not recommence if the scheduled termination
date of the Revolving Period has occurred.
Notwithstanding the foregoing in this Section 4.01, if an Early
Redemption Event (other than an Early Redemption Event specified in clause (3)
or (10) above) has occurred and the scheduled termination of the Revolving
Period has not occurred, the Indenture Trustee shall request from Standard &
Poor's a confirmation that such Early Redemption Event will not cause a
Ratings Effect. If the Indenture Trustee receives such confirmation and the
Majority Holders of Series 2002-A Notes consent to the recommencement of the
Revolving Period, the related Early Redemption Period shall terminate and the
Revolving Period shall recommence.
ARTICLE V
ACCOUNTS AND INVESTMENTS
SECTION 5.01. Accounts.
(a) Accounts; Deposits to and Distributions from Accounts. On or
before the Issuance Date, the Indenture Trustee will cause to be established
and maintained two Qualified Accounts denominated as follows: the "Interest
Funding Account" and the "Principal Funding Account" (collectively, the
"Series 2002-A Accounts") in the name of the Indenture Trustee, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2002-A Noteholders. The Series 2002-A Accounts
constitute Supplemental Accounts and shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2002-A
Noteholders. If, at any time, the institution holding any Series 2002-A
Account ceases to be a Qualified Institution, the Issuer will within ten (10)
Business Days (or such longer period, not to exceed thirty (30) calendar days,
as to which each Note Rating Agency may consent) establish a new applicable
Series 2002-A Account, that is a Qualified Account and shall transfer any cash
and/or investments to such new Series 2002-A Account. From the date such new
Series 2002-A Account is established, it will be a Series 2002-A Account,
bearing the name of the Series 2002-A Account it has replaced.
(b) All payments to be made from time to time by the Indenture
Trustee to Series 2002-A Noteholders out of funds in the Series 2002-A
Accounts pursuant to this Indenture Supplement will be made by the Indenture
Trustee to the Paying Agent not later than 12:00 noon on the applicable
Interest Payment Date or Principal Payment Date but only to the extent of
funds in the applicable Series 2002-A Account or as otherwise provided in
Article III.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed as of the day and year first above written.
DAIMLERCHRYSLER MASTER OWNER TRUST,
By: DaimlerChrysler Wholesale Receivables LLC,
as Beneficiary and not in its individual capacity
By: /s/ M. L. Davis
-----------------------------------------------
Name: M. L. Davis
Title: Assistant Controller,
Chrysler Auto Receivables Company, a member
of DaimlerChrysler Wholesale Receivables LLC
THE BANK OF NEW YORK,
as Indenture Trustee and not in its individual
capacity
By: /s/ Scott J. Tepper
-----------------------------------------------
Name: Scott J. Tepper
Title: Vice President
A-1
EXHIBIT A
---------
[FORM OF] SERIES 2002-A NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC, OR JOIN IN ANY INSTITUTION AGAINST
THE ISSUER OR DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC OF, ANY BANKRUPTCY
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW
IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A
BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC FOR APPLICABLE FEDERAL, STATE AND
LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON OR MEASURED BY INCOME.
BY ACCEPTING AN INTEREST IN THIS NOTE, EACH OWNER OR HOLDER OF
SUCH INTEREST SHALL ACKNOWLEDGE AND AGREE THAT THE NOTES MAY NOT BE PURCHASED
WITH THE ASSETS OF EITHER AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
THAT IS SUBJECT TO ERISA OR A PLAN, AS DEFINED IN SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, IF DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, AN UNDERWRITER FOR THE NOTES, THE INDENTURE TRUSTEE, THE
OWNER TRUSTEE OR ANY OF THEIR AFFILIATES (I) HAS INVESTMENT OR ADMINISTRATIVE
DISCRETION WITH RESPECT TO THE ASSETS OF SUCH PLAN, (II) HAS AUTHORITY OR
RESPONSIBILITY TO GIVE, OR REGULARLY GIVES, INVESTMENT ADVICE WITH RESPECT TO
THOSE PLAN ASSETS FOR A FEE AND PURSUANT TO AN UNDERSTANDING OR AGREEMENT THAT
SUCH ADVICE WILL SERVE AS A PRIMARY BASIS FOR INVESTMENT DECISIONS WITH
RESPECT TO THOSE PLAN ASSETS AND WILL BE BASED ON THE PARTICULAR INVESTMENT
NEEDS FOR SUCH PLAN OR (III) IS AN EMPLOYER MAINTAINING OR CONTRIBUTING TO
SUCH PLAN.
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REGISTERED $_________
No. __ CUSIP NO. 23384B AA 1
DAIMLERCHRYSLER MASTER OWNER TRUST
FLOATING RATE AUTO DEALER LOAN ASSET BACKED NOTES, SERIES 2002-A
DaimlerChrysler Master Owner Trust, a statutory trust created
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, subject to the following provisions, a principal sum of
______________________________ DOLLARS ONLY payable on the May 2005 Payment
Date (the "Expected Principal Payment Date"), except as otherwise provided
below or in the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the May 2007 Payment Date (the
"Legal Maturity Date"). On each Interest Payment Date, the Issuer will pay
interest on the outstanding principal of this Note at the per annum rate equal
to the applicable LIBOR (determined as provided in the Indenture Supplement
referred to within) plus 0.06%. Interest will accrue on this Note from each
Interest Payment Date (or, in the case of the first Interest Payment Date,
from the date of issuance of this Note) to but excluding the following
Interest Payment Date. Interest will be computed on the basis of a 360-day
year and the actual number of days elapsed. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.
Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this
Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
DAIMLERCHRYSLER MASTER OWNER TRUST,
as Issuer
By: DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, not in its individual capacity
but solely as Beneficiary under the Trust
Agreement
By: CHRYSLER FINANCIAL RECEIVABLES CORPORATION, a
member
By:_____________________________________
Name:
Title:
Date: _____________________
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By:________________________________________
Name:
Title:
Date: _____________________
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[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Auto Dealer Loan Asset Backed Notes,
Series 2002-A (the "Notes" or "Series 2002-A Notes"), all issued under an
Amended and Restated Indenture, dated as of December 16, 2004 (as amended,
restated and supplemented from time to time, the "Indenture"), as supplemented
by an Amended and Restated Series 2002-A Indenture Supplement, dated as of
December 16, 2004 (as amended, restated and supplemented from time to time,
the "Indenture Supplement"), each between the Issuer and The Bank of New York,
as indenture trustee (the "Indenture Trustee," which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture and the Indenture Supplement. All terms used in this Note that
are defined in the Indenture or the Indenture Supplement, each as supplemented
or amended, shall have the meanings assigned to them in or pursuant to the
Indenture or the Indenture Supplement.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.
Principal of the Notes will be payable on the Expected Principal
Payment Date in an amount described on the face hereof. Upon the occurrence of
certain events specified in the Indenture or the Indenture Supplement,
payments of principal of the Notes may be made prior to or after the Expected
Principal Payment Date.
As described above, the entire unpaid principal amount of this
Note shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes may be due and
payable following an Event of Default in the manner provided in Section 702 of
the Indenture; provided, however, that such acceleration of the entire unpaid
principal amount of the Notes may be rescinded by the holders of not less than
a majority of the Outstanding Dollar Principal Amount of the Notes. All
principal payments on the Notes shall be made pro rata to the Noteholders
entitled thereto.
On any day occurring on or after the date on which the aggregate
Nominal Liquidation Amount of the Series 2002-A Notes is reduced to less than
10% of the Initial Dollar Principal Amount of the Series 2002-A Notes, the
Servicer has the right, but not the obligation, to cause the Issuer to redeem
the Series 2002-A Notes in whole but not in part, pursuant to Section 1202 of
the Indenture equal the Outstanding Dollar Principal Amount of the Series
2002-A Notes, plus interest accrued and unpaid to but excluding the date of
redemption.
Subject to the terms and conditions of the Indenture, the
Beneficiary may, from time to time, direct the Owner Trustee, on behalf of the
Issuer, to issue one or more series or classes of notes.
On each Payment Date, the Paying Agent shall distribute to each
Series 2002-A Noteholder of record on the related Record Date (except for the
final distribution with respect to this Note) such Series 2002-A Noteholder's
pro rata share of the amounts held by the Paying
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Agent that are allocated and available on such Payment Date to pay interest
and principal on the Series 2002-A Notes. Final payments of this Note will be
made only upon presentation and surrender of this Note at the office or
offices therein specified.
Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the clearing agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) effected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected
to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York.
As provided in the Indenture and subject to certain limitations
set forth therein, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located,
in the City of New York or the city in which the Corporate Trust Office is
located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner,
A-5
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to
the extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that it will not at any time
institute against DaimlerChrysler Wholesale Receivables LLC or the Issuer, or
join in any institution against DaimlerChrysler Wholesale Receivables LLC or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal
or state bankruptcy or similar law in connection with any obligations relating
to the Notes, the Indenture or any Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day
of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing not less than a majority of the Outstanding Dollar Principal
Amount of all Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of Notes representing specified percentages
of the Outstanding Dollar Principal Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of
the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
A-6
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE AND THE INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture and the Indenture
Supplement in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.
A-7
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
- ---------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:______________________________ ___________________________________*
Signature Guaranteed:
__________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-8
EXHIBIT B
---------
FORM OF SERIES 2002-A
SCHEDULE TO PAYMENT INSTRUCTION
DAIMLERCHRYSLER MASTER OWNER TRUST:
Reconciliation of Cash Flows
Collection Period: __________ through __________
Accrual Period: __________ through __________
Distribution Date: __________
DCMOT
2002-A
-------------
AMOUNTS AVAILABLE FOR DISBURSEMENT
Interest Collections
Recoveries on Defaulted Receivables
Investment Income on Collection Account
PFA Earnings
PFA Earnings Shortfall
Series EFA Earnings
Principal Collections
Miscellaneous Payments
Balance in Principal Funding Accounts
Balance in Excess Funding Account
Other Adjustments
-------------
Total Available
=============
AMOUNTS DISBURSED
Interest Due to Noteholders
Principal Due to Noteholders
Principal to Principal Funding Accounts
Principal to Excess Funding Account
Servicing Fees
Excess Avail Interest Amount to Seller
Excess Avail Principal Amount to Seller
Excess Funding Account Balance to Seller
Other Adjustments
-------------
Total Disbursements =============
Proof =============
NET FUNDS TRANSFER TO/(FROM) BNY: =============
B-1
EXHIBIT C
---------
FORM OF SERIES 2002-A
SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
DaimlerChrysler Master Owner Trust - SERIES 2002-A
Collection Period: _________ through ___________
Payment Date: _________
Expected Final Accumulation Early Redem
Amounts owed on Notes on Current Payment Date Payment Date Period Period
- --------------------------------------------- ------------ ------ ------
Outstanding Dollar Principal Amount of Notes
Total principal to be paid on Notes
per $1,000 of Notes
Days in Accrual LIBOR 3750 Spread
--------------- ---------- ------
Total interest to be paid on Notes
per $1,000 of Notes
Series Nominal Liquidation Amount and Series Required Participation Amount at End of Current Payment Date
- ---------------------------------------------------------------------------------------------------------
NLA of Notes as of prior payment date
Reimbursements of NLA Deficit since prior payment date
Reallocated Principal Collections since prior payment date
Investor Charge-Offs since prior payment date
PFA deposit since prior payment date
EFA deposit since prior payment date
EFA withdrawal since prior payment -------------
NLA of Notes
Overcollateralization Percentage of NLA of Notes
Cumulative reimbursements of OC Amount Deficit since issuance
Cumulative reallocated Principal Collections since issuance
Cumulative Investor Charge-Offs since issuance -------------
Primary OC Amount
Is Primary OC Amt < Required Primary OC Amt?
Ineligible Receivables allocated to Series
Overconcentration Amount allocated to Series -------------
Incremental OC Amount
Series Nominal Liquidation Amount
Seller's Required Participation Amount -------------
Series Required Participation Amount
Interest Collections Total Pool Series Alloc % Series Allocation
- -------------------- ---------- -------------- -----------------
Collections of Interest x =
Recoveries on Defaulted Receivables x =
Investment Income from Collection Account x =
------------- -------------------
Total Interest Collections
C-1
Series Share of Interest Collections
PFA Earnings (if any)
PFA Earnings Shortfall (if any)
Series EFA Earnings (if any)
Shared Excess Avail Interest Amts from other series (if needed) -------------
Series Available Interest Amount
Application of Series Available Interest Amount per Section 3.01 of Indenture Supplement
- ----------------------------------------------------------------------------------------
Total interest to be paid on Notes (for deposit in IFA)
Series Servicing Fee
To cover Series Investor Default Amount
To cover prior NLA Deficit (if any)
To cover prior OC Amount Deficit (if any)
Previously waived Series Servicing Fee (if any)
Amt to be shared with other series (if needed) -------------
Excess Series Available Interest Amount
Deposit in IFA from Series Available Interest Amount
Receivables Sale Proceeds (if any) for deposit in IFA
Deposit in IFA from reallocated Principal Collections -------------
Total amount to be deposited in IFA
Principal Collections and Investor Default Amount Total Pool Series Alloc % Series Allocation
- ------------------------------------------------- ---------- -------------- -----------------
Collections of Principal x =
Miscellaneous Payments (if any) x =
Losses from Defaulted Dealers x =
Series Share of Principal Collections
Series Share of Miscellaneous Payments
Reallocated interest to cover Series Investor Default Amt
Reallocated interest to cover prior NLA Deficit
Reallocated interest to cover prior OC Amount Deficit
Shared Excess Avail Principal Amts from other series (if needed)
-------------
Series Available Principal Amount
Application of Series Available Principal Amount per Section 3.05 of Indenture Supplement
- -----------------------------------------------------------------------------------------
To cover shortfalls in interest owed on Notes (for deposit in IFA)
Deposit in PFA if in Accumulation or Early Redemption Period
Amt to be shared with other series (if needed)
Amt to be deposited in EFA -------------
Excess Series Available Principal Amount
Deposit in PFA from Series Available Principal Amount
Receivables Sale Proceeds (if any) for deposit in PFA
EFA withdrawal for deposit in PFA -------------
Total amount to be deposited in PFA
C-2