EXHIBIT 99.2
SUPPLEMENT
Supplement (this "Supplement"), dated as of May 1, 1999, 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"), Norwest Bank
-------
Minnesota, National Association, a national banking association, as owner
trustee (the "Owner Trustee"), and The Chase Manhattan Bank, 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 Marine Trust 1999-2" (the "Securitization Trust") pursuant to a
--------------------
Transfer and Servicing Agreement dated as of May 1, 1999 (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 Securitization Trusts 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.
1
(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 450 W. 33rd
Street, 15th Floor, New York, New York 10001, telephone (212) 946-3185,
facsimile (212) 946-3916; 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]
2
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
--------------------------------------------------
Name: Richard C. Goldman
Title: Senior Vice President
By: /s/ Richard H. Schumacher
--------------------------------------------------
Name: Richard H. Schumacher
Title: Senior Vice President
GANIS CREDIT CORPORATION, as Settlor and Initial Beneficiary
By: /s/ Richard C. Goldman
--------------------------------------------------
Name: Richard C. Goldman
Title: Vice President
By: /s/ Richard H. Schumacher
-------------------------------------------------
Name: Richard H. Schumacher
Title: Assistant Treasurer
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ James P. Lawler
-----------------------------------------------
Name: James P. Lawler
Title: Vice President
S-1
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Owner Trustee with respect
to the Securitization Trust
By: /s/ Cheryl Zimmerman
---------------------------------------------------
Name: Cheryl Zimmerman
Title: Corporate Trust Officer
THE CHASE MANHATTAN BANK, not in its individual capacity but
solely as Indenture Trustee with respect to the
Securitization Trust
By: /s/ JoAnn Manieri
---------------------------------------------------
Name: JoAnn Manieri
Title: Trust Officer
S-2
SCHEDULE 1
to Supplement
COLLATERAL BENEFICIARIES
Securitization Trust
- --------------------
Distribution Financial Services Marine Trust 1999-2
Securitization Trustees
- -----------------------
Norwest Bank Minnesota, National Association, as Owner Trustee
The Chase Manhattan Bank, as Indenture Trustee