EXHIBIT 3.3
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CENTRAL ORIGINATING LEASE TRUST
COLT 2005-SN1 SUPPLEMENT
TO THIRD AMENDED AND RESTATED DECLARATION OF TRUST
Between
CENTRAL ORIGINATING LEASE, LLC
as Residual Certificateholder
and
DEUTSCHE BANK TRUST COMPANY DELAWARE,
as COLT Owner Trustee
Dated as of April 28, 2005
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TABLE OF CONTENTS
PAGE
ARTICLE IX. DEFINITIONS; THIRD-PARTY BENEFICIARIES.............................................. 2
Section 9.1 Definitions....................................................................... 2
Section 9.2 Rights in Respect of Series 2005-SN1.............................................. 2
ARTICLE X. CREATION OF SERIES 2005-SN1......................................................... 2
Section 10.1 Creation of the Series 2005-SN1 Portfolio and Series 2005-SN1..................... 2
Section 10.2 Issuance and Form of Sold Series Certificate...................................... 3
Section 10.3 Transferability of Series Interests............................................... 4
Section 10.4 Pledge of Series 2005-SN1 Portfolio............................................... 4
ARTICLE XI. MISCELLANEOUS PROVISIONS............................................................ 4
Section 11.1 Amendment, Etc.................................................................... 4
Section 11.2 Governing Law..................................................................... 5
Section 11.3 Notices........................................................................... 5
Section 11.4 Severability of Provisions........................................................ 5
Section 11.5 Effect of COLT Series Supplement on Declaration of Trust and Basic
Documents......................................................................... 5
Section 11.6 Each Series Separate; Assignees of Series......................................... 5
Section 11.7 Nonpetition; Release of Claims.................................................... 6
Section 11.8 Tax Matters....................................................................... 6
Schedule I Schedule of Series 2005-SN1 Lease Assets
Exhibit A Form of COLT 2005-SN1 Certificate
-i-
COLT SUPPLEMENT 2005-SN1
TO THIRD AMENDED AND RESTATED DECLARATION OF TRUST
THIS COLT SUPPLEMENT 2005-SN1 TO THIRD AMENDED AND RESTATED DECLARATION OF
TRUST (as amended, modified or supplemented from time to time, the "COLT Series
Supplement"), is dated and effective as of April 28, 2005 between CENTRAL
ORIGINATING LEASE, LLC, a Delaware limited liability company (the "COLT, LLC"),
as the holder of the residual interest in the Trust (in such capacity, the
"Residual Certificateholder") and DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT
Owner Trustee (in such capacity, together with any successor or permitted
assign, the "COLT Owner Trustee").
WHEREAS, the Trust was created pursuant to a Declaration of Trust, dated
as of March 15, 1996, as amended and restated by the Second Declaration of
Trust, dated as of March 17, 2003, as amended and restated by the Third Amended
and Restated Declaration of Trust, dated as of March 25, 2004 (as it may be
amended from time to time, the "Declaration of Trust"), by Deutsche Bank Trust
Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed
to by COLT, LLC, as Residual Certificateholder, and General Motors Acceptance
Corporation ("GMAC") for the purposes of acquiring, accepting, managing,
administering and holding the Lease Assets, issuing and selling from time to
time evidences of indebtedness, and engaging in such other activities as may be
required, subject to compliance with the Basic Documents, in accordance with the
Declaration of Trust;
WHEREAS, the Trust, GMAC, as Servicer (in such capacity, the "Servicer"),
and Citibank, N.A., as COLT Indenture Trustee (the "COLT Indenture Trustee"),
also have entered into that certain COLT Servicing Agreement, dated as of April
28, 2005 (as it may be amended from time to time, the "COLT Servicing
Agreement"), which provides, among other things, for the servicing of the Series
2005-SN1 Lease Assets by the Servicer;
WHEREAS, the Declaration of Trust contemplates that, from time to time the
COLT Owner Trustee, on behalf of the Trust and at the direction of the Residual
Certificateholder, will identify and allocate on the Trust's books and records
certain Trust Assets to separate Series Portfolios (as defined in the
Declaration of Trust) and create and issue Certificates to or upon written order
of the Residual Certificateholder representing separate series of equity
beneficial interests in the Trust (each, a "Series Certificate" and together,
the "Series Certificates"), the beneficiary or beneficiaries of which will hold
an exclusive equity beneficial ownership interest in the related Series
Portfolios, all as set forth in the Declaration of Trust;
WHEREAS, the parties hereto desire to supplement the terms of the
Declaration of Trust to: (i) cause the COLT Owner Trustee to identify and
allocate, for all purposes of the Trust, certain Lease Assets to the Series
2005-SN1 Portfolio, which shall consist of the Series 2005-SN1 Lease Assets;
(ii) create and issue the COLT 2005-SN1 Certificate that will evidence and
represent the entire and exclusive equity beneficial ownership interest in
Series 2005-SN1 and the interests in the Series 2005-SN1 Portfolio represented
thereby; (iii) provide for the Trust's continued holding of record title to the
Series 2005-SN1 Portfolio (excluding the related Vehicles contained therein,
which will continue to be titled in the name of VAULT) as agent and nominee for
(and for the benefit of) the holder of the COLT 2005-SN1 Certificate and the
other Series 2005-SN1 Further Holders; and (iv) set forth the terms and
conditions thereof; and
WHEREAS, concurrently herewith, pursuant to the COLT Indenture, the Trust
is issuing the COLT 2005-SN1 Secured Notes.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE IX.
DEFINITIONS; THIRD-PARTY BENEFICIARIES
Section 9.1 Definitions.
For all purposes of this COLT Series Supplement, (a) unless otherwise
defined herein, all capitalized terms used herein which are not defined herein
and which are defined in Exhibit I to the Declaration of Trust shall have the
meanings attributed to them in Exhibit I to the Declaration of Trust, (b) all
capitalized terms used herein which are not defined herein or in Exhibit I to
the Declaration of Trust and which are defined in Part I of Exhibit A to the
COLT Servicing Agreement shall have the meanings attributed to them by Part I of
Exhibit A to the COLT Servicing Agreement, and (c) the rules of construction set
forth in Part II of Exhibit A to the COLT Servicing Agreement shall be
applicable to this COLT Series Supplement.
Section 9.2 Rights in Respect of Series 2005-SN1.
The holder and pledgees of the COLT 2005-SN1 Secured Notes and the COLT
2005-SN1 Certificate and their respective successors and permitted assigns are
third-party beneficiaries of the Declaration of Trust and this COLT Series
Supplement, insofar as they apply to Series 2005-SN1 and such holders or
pledgees.
ARTICLE X.
CREATION OF SERIES 2005-SN1
Section 10.1 Creation of the Series 2005-SN1 Portfolio and Series
2005-SN1.
(a) Pursuant to Section 3.2 of the Declaration of Trust, the Residual
Certificateholder hereby directs the COLT Owner Trustee to identify and allocate
or cause to be identified and allocated for all purposes of the Trust on the
books and records of the Trust a separate portfolio of Lease Assets to be
accounted for and held in trust independently from all other assets within the
Owner Trust Estate consisting of the Series 2005-SN1 Lease Assets, which shall
include the Lease Assets identified on Schedule I hereto and all other Trust
Assets to the extent related thereto, including the Sold Assets (collectively,
the "Series 2005-SN1 Portfolio"). Based upon their identification and allocation
by the Residual Certificateholder pursuant to such Schedule I, the COLT Owner
Trustee hereby identifies and allocates as Series 2005-SN1 Lease Assets such
portfolio of Trust Assets to be held by the Trust, as agent and nominee of the
holder of the COLT 2005-SN1 Certificate, each such Series 2005-SN1 Lease Asset
to be identified for all purposes on the books and accounts of the Trust as
belonging exclusively to the Series 2005-SN1 Portfolio.
(b) Pursuant to Section 3.2 of the Declaration of Trust, the COLT Owner
Trustee hereby creates a Series, which shall be known as "Series 2005-SN1" and
which shall represent
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an exclusive and specific divided equity beneficial ownership interest solely in
the Series 2005-SN1 Portfolio and those proceeds or assets derived from or
earned by such Series 2005-SN1 Portfolio.
(c) The COLT Owner Trustee is hereby authorized to execute and deliver the
COLT 2005-SN1 Basic Documents to which the Trust is a party.
(d) From time to time after the date hereof, Series 2005-SN1 Lease Assets
may be removed from Series 2005-SN1 in accordance with the COLT Indenture and
the COLT Servicing Agreement. As of any date of determination, the Series
2005-SN1 Portfolio shall include the Lease Assets listed on the Series 2005-SN1
Lease Assets Schedule maintained by the Servicer pursuant to Section 2.18 of the
COLT Servicing Agreement.
(e) Legal title to all the Series 2005-SN1 Portfolio shall be vested at
all times in the Trust as a separate legal entity except where applicable law in
any jurisdiction requires title to any part of the Series 2005-SN1 Portfolio to
be vested in a trustee or trustees, in which case title shall be deemed to be
transferred to and vested in the COLT Owner Trustee, a co-trustee and/or a
separate trustee or any successor thereto, as the case may be. Any such trustee
shall take such part of the Series 2005-SN1 Portfolio subject to the security
interest therein of the COLT Indenture Trustee or the COLT 2005-SN1 Secured
Noteholders, as applicable, established under the COLT Indenture. Such trustee's
acceptance of its appointment shall constitute acknowledgment of such security
interest and shall constitute a Grant to the COLT Indenture Trustee of a
security interest in all property held by such trustee. Any such trustee shall
prepare and file all such financing statements naming such trustee as debtor
that are necessary or advisable to perfect, make effective or continue the lien
and security interest of the COLT Indenture Trustee
Section 10.2 Issuance and Form of Sold Series Certificate.
(a) Series 2005-SN1 shall be represented by a COLT 2005-SN1 Certificate
which shall represent an exclusive divided equity beneficial ownership interest
in Series 2005-SN1 and the Series 2005-SN1 Portfolio, as further set forth
herein. The COLT 2005-SN1 Certificate shall be substantially in the form of
Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required by this COLT Series Supplement and may have such
letters, numbers or other marks of identification and such legends and
endorsements placed thereon as may, consistently herewith and with the
Declaration of Trust, be directed by the Residual Certificateholder. Any portion
of the COLT 2005-SN1 Certificate may be set forth on the reverse thereof. The
COLT 2005-SN1 Certificate shall be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced or may be produced in any other
manner as may, consistently herewith and with the Declaration of Trust, be
determined by the Residual Certificateholder.
(b) As required by Section 3.2(b) of the Declaration of Trust, the COLT
2005-SN1 Certificate shall contain an express written release and subordination
of any claim by any holder thereof to any proceeds or assets of the COLT Owner
Trustee and to the assets comprising the Owner Trust Estate other than those
from time to time included within the Series 2005-SN1 Portfolio and those
proceeds or assets derived from or earned by such Series 2005-SN1 Portfolio.
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Section 10.3 Transferability of Series Interests. Interests in Series
2005-SN1 and the COLT 2005-SN1 Certificate shall be freely transferable, subject
to the restrictions set forth in Sections 3.2(e) and 4.2 of the Declaration of
Trust, applicable law and any contractual provisions limiting such
transferability to which the holder of Series 2005-SN1 and the COLT 2005-SN1
Certificate shall have otherwise agreed. Notwithstanding the foregoing, no
transfer of the COLT 2005-SN1 Certificate or Series 2005-SN1 represented thereby
shall be effective unless and until the COLT 2005-SN1 Certificate shall be
delivered to the COLT Owner Trustee for registration of transfer together with
an assignment attached thereto executed by the registered holder thereof.
Section 10.4 Pledge of Series 2005-SN1 Portfolio. The parties hereto
acknowledge and agree that the Trust, pursuant to the COLT Indenture, will
pledge those Trust Assets comprising the Series 2005-SN1 Portfolio to the COLT
Indenture Trustee to secure the Trust's obligations under the COLT 2005-SN1
Secured Notes.
ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 11.1 Amendment, Etc.
(a) Notwithstanding Section 8.4 of the Declaration of Trust, the
Declaration of Trust, as supplemented by this COLT Series Supplement, to the
extent that it deals solely with Series 2005-SN1 and the Series 2005-SN1
Portfolio, may be amended in accordance with this Section 11.1.
(b) The Declaration of Trust and this COLT Series Supplement may be
amended by the parties hereto, without the consent of any other Person, (i) to
cure any ambiguity or defect, (ii) to correct or supplement any provision in the
Declaration of Trust that may be defective or inconsistent with any other
provision of the Declaration of Trust or this COLT Series Supplement or (iii) to
add, change or eliminate any other provision of the Declaration of Trust in any
manner that shall not adversely affect in any material respect the interests of
any COLT 2005-SN1 Secured Noteholder or the COLT 2005-SN1 Certificateholder;
provided, however, that an Opinion of Counsel shall be furnished to the COLT
Owner Trustee or its designated agent to the effect that (i) such amendment is
authorized or permitted by this Section 11.1(b), (ii) all conditions precedent,
if any, to the execution and delivery of such amendment have been satisfied in
all material respects and (iii) the execution and delivery of such amendment
will not (A) materially adversely affect the federal or any applicable state
income or franchise taxation of any outstanding Secured Notes, Certificates or
of the Trust and (B) cause the Trust to be taxable as a corporation for federal
or any applicable state income or franchise tax purposes.
(c) With prior notice to each Rating Agency, the Declaration of Trust may
be amended from time to time for any reason not specified in Section 11.1(b) or
Section 8.4 of the Declaration of Trust, by the parties thereto, and this COLT
Series Supplement may be amended in any respect from time to time, by the
parties hereto, in each case with the consent of the COLT 2005-SN1 Secured
Noteholders, the COLT 2005-SN1 Certificateholder and the COLT Owner Trustee (if
materially adversely affected thereby).
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Section 11.2 Governing Law.
THIS COLT SERIES SUPPLEMENT SHALL BE CREATED UNDER AND GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER
JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.3 Notices.
All demands, notices and communications under this COLT Series Supplement
or the Declaration of Trust shall be in writing and shall be delivered as
specified in Part III of Exhibit A to the COLT Servicing Agreement.
Section 11.4 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this COLT Series Supplement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this COLT
Series Supplement and shall in no way affect the validity or enforceability of
the other provisions of this COLT Series Supplement or of the COLT 2005-SN1
Certificate or the rights of the holder thereof. To the extent permitted by law,
the parties hereto waive any provision of law that renders any provision of this
COLT Series Supplement invalid or unenforceable in any respect.
Section 11.5 Effect of COLT Series Supplement on Declaration of Trust and
Basic Documents.
(a) Except as otherwise specifically provided herein: (i) the parties
shall continue to be bound by all provisions of the Declaration of Trust; and
(ii) the provisions set forth herein shall operate either as additions to or
modifications of the obligations of the parties under the Declaration of Trust,
as the context may require. In the event of any conflict between the provisions
of this COLT Series Supplement and the Declaration of Trust with respect to
Series 2005-SN1, the provisions of this COLT Series Supplement shall prevail.
(b) For purposes of determining the parties' obligations under this COLT
Series Supplement with respect to Series 2005-SN1, general references in the
Declaration of Trust to: (i) the Series Portfolio shall be deemed to refer more
specifically to the Series 2005-SN1 Portfolio and (ii) the COLT Series
Supplement shall be deemed to refer more specifically to this COLT Series
Supplement.
Section 11.6 Each Series Separate; Assignees of Series.
It is intended by the parties hereto that Series 2005-SN1 is a separate
series of the Trust as provided in Section 3806(b)(2) of the Statutory Trust
Act. The debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to Series 2005-SN1 or
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the Series 2005-SN1 Lease Assets shall be enforceable against the Series
2005-SN1 Portfolio only, and not against any other Trust Assets or the Residual
Trust Assets. Except to the extent required by law or specified in the
Declaration of Trust or this COLT Series Supplement, the Series 2005-SN1 Lease
Assets are not subject to claims, liabilities, expenses or obligations arising
from or with respect to the Trust, the COLT Owner Trustee, the Residual Interest
or any other Series in respect of such claim. No creditor or holder of a claim
relating to assets allocated to Series 2005-SN1 shall be entitled to maintain
any action against or recover any assets allocated to the Residual Interest or
any other Series. Notice of this limitation on interseries liabilities shall be
set forth in the certificate of trust of the Trust (whether originally or by
amendment) as filed or to be filed in the Office of the Secretary of State of
the State of Delaware pursuant to the Statutory Trust Act, and upon the giving
of such notice in the certificate of trust, the statutory provisions of Section
3804 of the Statutory Trust Act relating to limitations on interseries
liabilities (and the statutory effect under Section 3804 of setting forth such
notice in the certificate of trust) shall become applicable to the Trust and
each Series and the Residual Interest. Any purchaser, assignee or pledgee of an
interest in Series 2005-SN1 or the COLT 2005-SN1 Certificate must, prior to or
contemporaneously with the grant of any such assignment, pledge or security
interest, (i) give to the Trust a no petition covenant substantially similar to
that set forth in Section 8.8 of the Declaration of Trust, and (ii) execute an
agreement for the benefit of each holder, assignee or pledgee from time to time
of the Residual Interest or Residual Certificate and any other Series or Series
Certificate, to release all claims to the assets of the Trust allocated to the
Residual Interest and each other Series Portfolio and in the event that such
release is not given effect, to fully subordinate all claims it may be deemed to
have against the assets of the Trust allocated to the Residual Interest and each
other Series Portfolio. In the event of a sale or assignment of a Series, such
purchaser or assignee shall be a beneficiary of the Trust in the manner and to
the extent set forth in the Series Certificate so acquired and in the applicable
COLT Series Supplement.
Section 11.7 Nonpetition; Release of Claims.
Notwithstanding any other provision of the Declaration of Trust, this COLT
Series Supplement, any other Basic Document or any other COLT 2005-SN1 Basic
Document and notwithstanding any prior termination of the Declaration of Trust
or this COLT Series Supplement, each Certificateholder and the COLT Owner
Trustee shall not, prior to the date which is one year and one day after the
termination of the Declaration of Trust with respect to the Trust, acquiesce,
petition or otherwise invoke or cause the Trust to invoke the process of any
Governmental Authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Trust.
Section 11.8 Tax Matters.
Each of the Residual Certificateholder and the COLT Owner Trustee agree
that for federal and state income tax purposes it shall not treat this COLT
Series Supplement as creating or constituting a trust, partnership, association
taxable as a corporation or any other type of separate entity (and will report
for such purposes in a consistent manner therewith). Instead, it is
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the intention of the parties hereto that, solely for purposes of federal income
taxes, state and local income and franchise taxes, Michigan single business tax
and any other taxes imposed upon, measured by or based upon gross or net income,
the Trust shall be treated (i) when the Certificates are legally or beneficially
owned by two or more Persons, as a partnership and (ii) when the Certificates
are legally or beneficially owned by one Person, as a disregarded entity for
purposes of Treasury Regulation 301.7701-3, and in each case, that the
provisions of this COLT Series Supplement shall be construed in accordance with
such intent. Each such party further agrees that the Trust is acting as holder
of record title to the 2005-SN1 Series Portfolio, other than the Vehicles
contained therein, solely for the benefit of, and as agent and nominee of, the
holder of the COLT 2005-SN1 Certificate, and shall not hold itself out or act in
a manner inconsistent with it acting merely as agent and nominee.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this COLT Series
Supplement to be duly executed by their respective officers as of the day and
year first above written.
CENTRAL ORIGINATING LEASE, LLC
as Residual Certificateholder
By: /s/ C. J. Vannatter
Name: C. J. Vannatter
Title: Vice President
DEUTSCHE BANK TRUST COMPANY
DELAWARE, as COLT Owner Trustee
By: /s/ Eva Aryeetey
Name: Eva Aryeetey
Title: Attorney-in-Fact
COLT 2005 - SN1 Supplement to Declaration
S-1
SCHEDULE I
Schedule of Series 2005-SN1 Lease Assets
(attached hereto)
EXHIBIT A
FORM OF COLT 2005-SN1 CERTIFICATE
CENTRAL ORIGINATING LEASE TRUST
COLT 2005-SN1 CERTIFICATE
April 28, 2005
Evidencing a divided interest in all Series 2005-SN1 Lease Assets (as
defined below).
(This Certificate does not represent an interest in or obligation of
General Motors Acceptance Corporation, Central Originating Lease, LLC or any of
their Affiliates, except to the extent described below).
Number Series 2005-SN1
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND THE VARIOUS STATE SECURITIES LAWS. NO TRANSFER OF
THIS CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS MADE IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE
SECURITIES LAWS AND IS OTHERWISE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH
IN THE COLT SERIES SUPPLEMENT.
THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A "PLAN"
DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN"). BY
ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF AND ANY RELATED
CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT
IS NOT A BENEFIT PLAN AND IS NOT PURCHASING ON BEHALF OF A BENEFIT PLAN AND, IF
REQUESTED TO DO SO BY COLT, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE COLT
OWNER TRUSTEE AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE
DECLARATION OF TRUST.
THIS CERTIFIES THAT ___________________, a ________________, is the
registered owner of a nonassessable, fully-paid, undivided equity beneficial
interest in the Series 2005-SN1 Lease Assets of Central Originating Lease Trust,
a Delaware statutory trust ("COLT" or the "Trust") of which Central Originating
Lease, LLC, a Delaware limited liability company, is the residual
certificateholder ("COLT, LLC" or, in its capacity as residual certificateholder
thereunder, and, together with any successor or assign in such capacity, the
"Residual Certificateholder"), and
Exhibit A-1
Deutsche Bank Trust Company Delaware, as COLT Owner Trustee (in such capacity,
together with any successor or permitted assign, the "COLT Owner Trustee"). The
Trust exists pursuant to the Third Amended and Restated Declaration of Trust,
dated as of March 25, 2004 (as it may be amended from time to time, the
"Declaration of Trust"), by the COLT Owner Trustee and acknowledged, accepted
and agreed to by COLT, LLC, as Residual Certificateholder, and General Motors
Acceptance Corporation, as supplemented for purposes hereof by that certain
Series 2005-SN1 Supplement to Third Amended and Restated Declaration of Trust
dated as of April 28, 2005 (as it may be amended from time to time, the "Series
2005-SN1 Supplement to the Declaration"), between COLT, LLC, as Residual
Certificateholder, and the COLT Owner Trustee. A summary of certain of the
pertinent portions of the Declaration of Trust is set forth below. To the extent
not otherwise defined herein, capitalized terms used herein have the meanings
set forth in Part I of Exhibit I to the Declaration of Trust.
This Certificate is the duly authorized certificate issued under the
Declaration of Trust and the Series 2005-SN1 Supplement to the Declaration, and
is designated as "Central Originating Lease Trust 2005-SN1 Certificate" (the
"COLT 2005-SN1 Certificate"). This COLT 2005-SN1 Certificate is issued under and
is subject to the terms, provisions and conditions of the Declaration of Trust
(including the Series 2005-SN1 Supplement to the Declaration), the terms of
which are incorporated herein by reference and made a part hereof, to which
Declaration of Trust the holder of this COLT 2005-SN1 Certificate by virtue of
the acceptance hereof assents and by which such holder is bound. There has also
been issued a Residual Certificate (the "Residual Certificate") and a Series
2004-SNA Certificate (the "Series 2004-SNA Certificate") and there may also be
issued under the Declaration of Trust various additional series of Certificates
representing Series of equity beneficial interests (each of the Series 2004-SNA
Certificate and this COLT 2005-SN1 Certificate, a "Series Certificate" and,
together with the Residual Certificate, the "Certificates"). The Residual
Certificate evidences an exclusive, divided interest in the Trust Assets other
than Trust Assets allocated to a particular Series (each as defined in the
Declaration of Trust), and each series of Series Certificates, taken together,
will evidence an exclusive divided interest in a separate Series Portfolio (as
defined below).
The Declaration of Trust provides that, from time to time, certain of the
Trust Assets will be identified and allocated on the records of the Trust into
one or more separate portfolios of Trust Assets (each such portfolio, a "Series
Portfolio"). The equity beneficial interest in each such Series Portfolio will
constitute a separate series of equity beneficial interest" (a "Series") in the
Trust. Pursuant to the Series 2005-SN1 Supplement to the Declaration, various
Trust Assets (the "Series 2005-SN1 Lease Assets") were identified and allocated
on the records of the Trust into a separate Series Portfolio (the "Series
2005-SN1 Portfolio"), and the equity beneficial interest in the Series 2005-SN1
Portfolio was designated as a separate Series known as the "Series 2005-SN1."
The rights of the holder of this Certificate to the proceeds of the Series
2005-SN1 Lease Assets are and will be further set forth in the Declaration of
Trust and the Series 2005-SN1 Supplement to the Declaration.
This Certificate does not represent an obligation of, or an interest in
General Motors Acceptance Corporation, COLT, LLC or the COLT Owner Trustee, or
any of their respective Affiliates (other than the Trust). This Certificate is
limited in right of payment to certain collections and recoveries respecting the
Series 2005-SN1 Lease Assets allocated to the Series 2005-SN1 Portfolio, all to
the extent and as more specifically set forth in the Declaration of
Exhibit A-2
Trust. A copy of the Declaration of Trust may be examined during normal business
hours at the Corporate Trust Office of the COLT Owner Trustee, and at such other
places, if any, designated by the COLT Owner Trustee, by the holder hereof upon
request.
By accepting this Certificate, the holder hereof releases (or fully
subordinates, but only to the extent such release is not given effect) any claim
in respect of this Certificate to any proceeds or assets of the Trust other than
those from time to time included within the Series 2005-SN1 Portfolio as Series
2005-SN1 Lease Assets and those proceeds or assets derived from or earned by
such Series 2005-SN1 Lease Assets.
The Series 2005-SN1 Supplement to the Declaration permits, with certain
exceptions provided therein, the amendment of the Declaration of Trust and the
Series 2005-SN1 Supplement to the Declaration, and the modification of the
rights and obligations of the parties thereto with respect to the Series
2005-SN1 Lease Assets, the Series 2005-SN1 Portfolio and Series 2005-SN1 and the
rights of the holder of the COLT 2005-SN1 Certificate at any time by the holder
of the COLT 2005-SN1 Certificate, the Residual Certificateholder and the COLT
Owner Trustee. If approval of any holder of this Certificate is required, any
such consent shall be conclusive and binding on such holder and on all future
holders hereof and of any Certificate issued upon the permitted transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent
is made upon this Certificate. The Series 2005-SN1 Supplement to the Declaration
also permits the amendment thereof, in certain circumstances, without the
consent of any Person other than the Residual Certificateholder and the COLT
Owner Trustee.
The holder of this Certificate (and each pledgee of this Certificate, by
virtue of its acceptance of such pledge) covenants and agrees that it shall not,
prior to the date which is one year and one day after the termination of the
Declaration of Trust, acquiesce, petition or otherwise invoke or cause the Trust
to invoke the process of any Governmental Authority for the purpose of
commencing or sustaining a case against the Trust under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Trust or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Trust.
No bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy,
insolvency or similar law shall be instituted by the Trust without the consent
of the COLT Owner Trustee. The COLT Owner Trustee shall not so consent unless
directed to do so by all of the Certificateholders.
Prior to due presentation of this Certificate for registration of a
permitted transfer, the COLT Owner Trustee, the certificate registrar and any of
their respective agents may treat the person or entity in whose name this
Certificate is registered as the owner hereof for the purpose of receiving
distributions and for all other purposes, and, except as provided for in the
Declaration of Trust, neither the COLT Owner Trustee, the certificate registrar
nor any such agent shall be affected by any notice to the contrary.
Unless this Certificate shall have been executed and authenticated by the
COLT Owner Trustee or Deutsche Bank Trust Company Americas, as the COLT Owner
Trustee's
Exhibit A-3
authenticating agent, by manual signature, this Certificate shall not entitle
the holder hereof to any benefit under the Declaration of Trust or be valid for
any purpose.
No interest in Series 2005-SN1, this Certificate or the Series 2005-SN1
Portfolio shall be transferred, assigned, sold or conveyed if, as the result of
such transfer, assignment, sale or conveyance, the Trust would become a publicly
traded partnership.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
[Remainder of page intentionally left blank.]
Exhibit A-4
IN WITNESS WHEREOF, the COLT Owner Trustee on behalf of the Trust and not
in its individual capacity has caused this COLT 2005-SN1 Certificate to be duly
executed and authenticated as of the date first above written.
CENTRAL ORIGINATING LEASE TRUST
By: Deutsche Bank Trust Company Delaware,
not in its individual capacity but solely as
COLT Owner Trustee
By: __________________________________
Authorized Officer
Exhibit A-5
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series Certificates referred to in the Declaration of Trust
and in the Series 2005-SN1 Supplement to the Declaration.
Dated as of ___________, 2005
DEUTSCHE BANK TRUST COMPANY
DELAWARE, as COLT Owner Trustee
By: DEUTSCHE BANK TRUST
COMPANY AMERICAS, as
Authenticating Agent
By: __________________________
Authorized Signatory
Exhibit A-6