EXHIBIT 99.1
SUPPLEMENT
Supplement (this "Supplement"), dated as of November 1, 2001, among
Deutsche Financial Services Corporation, a Nevada corporation ("DFS"), Ganis
Credit Corporation, a Delaware corporation ("Ganis"), Wilmington Trust Company,
a Delaware banking corporation, as trustee (the "Trustee"), Wells Fargo Bank
Minnesota, National Association, a national banking association, as owner
trustee (the "Owner Trustee"), and HSBC Bank USA, a New York banking
corporation, as indenture trustee (the "Indenture Trustee").
WHEREAS, pursuant to the Boat Mortgage Trust Agreement dated as of May
1, 1999 (as amended, amended and restated or otherwise modified from time to
time in accordance with its terms, the "Boat Mortgage Trust Agreement") among
DFS, Ganis and the Trustee, the Trustee holds Liens in Documented Boats; and
WHEREAS, Boat Receivables relating to Documented Boats are being
transferred into a Securitization Trust to be known as "Distribution Financial
Services RV/Marine Trust 2001-1" (the "Securitization Trust") pursuant to a
Transfer and Servicing Agreement dated as of November 1, 2001 (the "Specified
Transfer and Servicing Agreement") among the Securitization Trust, DFS and
Deutsche Recreational Asset Funding Corporation.
Section 1. Definitions. Capitalized terms used and not otherwise
defined herein are used as defined in the Boat Mortgage Trust Agreement.
Section 2. Liens Transferred; Collateral Beneficiaries.
(a) The "Schedule of Receivables" referred to in the Specified
Transfer and Servicing Agreement lists Boat Receivables secured by the
Documented Boats as well as receivables which are not secured by Documented
Boats. Subject to the terms of the Boat Mortgage Trust Agreement, the Trustee
agrees to hold the Liens relating to such Documented Boats for the benefit of
the Collateral Beneficiaries identified in Annex 1 attached hereto.
(b) For the avoidance of doubt, Collateral Beneficiaries with
respect to any Financing Transaction other than Securitization Trust identified
in the recitals hereto shall have no interest in the Liens in the Documented
Boats referred to in Section 2(a) of this Supplement.
Section 3. Miscellaneous.
(a) The Collateral Beneficiaries agree to comply with the
terms of the Boat Mortgage Trust Agreement as if they were parties thereto.
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(b) Sections 6.3, 8.2, 8.4, 8.7, 8.8, 8.10, 8.11, 8.12 and
8.14 of the Boat Mortgage Trust Agreement are hereby incorporated by reference
in this Supplement as if set forth in full herein, with the references in such
Sections to the Boat Mortgage Trust Agreement applying with equal force instead
to this Supplement.
(c) All demands, notices and communications under this
Supplement shall be in writing and shall be delivered or mailed by registered or
certified first class United States mail, postage prepaid, return receipt
requested; hand delivery; prepaid courier service; or facsimile transmission,
and addressed in each case as follows: (a) if to DFS, Ganis or the Servicer (so
long as the Servicer is DFS), at 660 Newport Center Drive, Newport Beach,
California 92660, Attn.: Senior Vice President, telephone (949) 640-0420,
facsimile (949) 729- 1535; (b) if to the Trustee, at 1100 N. Market Street,
Rodney Square North, Wilmington, Delaware 19890, Attn.: Vice President,
telephone (302) 651-8775, facsimile (302) 651-1576; (c) if to the Securitization
Trust or the Owner Trustee, at Sixth and Marquette, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services/Asset-Backed Administration,
telephone (614) 667-7181, facsimile (614) 667-3464; and if to the Indenture
Trustee, at [ ]; or at such other address as shall be designated by the
applicable Person in a written notice to the other parties to this Supplement.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned have caused this Supplement
to be duly executed by their respective officers as of the day and year first
above written.
DEUTSCHE FINANCIAL SERVICES CORPORATION, as
Settlor and Initial Beneficiary
By: /s/ Richard C. Goldman
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Name: Richard C. Goldman
Title: Executive Vice President
By: /s/ Joseph B. Thomas
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Name: Joseph B. Thomas
Title: Vice President
GANIS CREDIT CORPORATION, as Settlor and
Initial Beneficiary
By: /s/ Richard C. Goldman
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Name: Richard C. Goldman
Title: Vice President
By: /s/ Joseph B. Thomas
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Name: Joseph B. Thomas
Title: Vice President
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ James P. Lawler
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Name: James P. Lawler
Title: Vice President
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WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Owner Trustee with respect to
the Securitization Trust
By: /s/ Lori Swanell
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Name: Lori Swanell
Title: Assistant Vice President
HSBC BANK USA, not in its individual
capacity but solely as Indenture Trustee
with respect to the Securitization Trust
By: /s/ Todd N. Niemy
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Name: Todd N. Niemy
Title: Vice President
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SCHEDULE 1
to Supplement
COLLATERAL BENEFICIARIES
Distribution Financial Services RV/Marine Trust 2001-1
Wells Fargo Bank Minnesota, National Association, as Owner Trustee
HSBC Bank USA, as Indenture Trustee