EXHIBIT 4.22
EXECUTION COPY
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RENTAL CAR FINANCE CORP.,
as Issuer
and
BANKERS TRUST COMPANY,
as Trustee
----------------------
SERIES 1999-1 SUPPLEMENT
dated as of April 29, 1999
to
BASE INDENTURE
dated as of December 13, 1995,
as amended by
AMENDMENT TO BASE INDENTURE,
dated as of December 23, 1997
Rental Car Asset Backed Notes
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TABLE OF CONTENTS
Page
ARTICLE 1
DESIGNATION
Section 1.1 Designation ....................................................1
ARTICLE 2
DEFINITIONS AND CONSTRUCTION
Section 2.1 Definitions and Construction......................................2
ARTICLE 3
GRANT OF RIGHTS UNDER THE MASTER LEASE
Section 3.1 Grant of Security Interest.......................................41
ARTICLE 4
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.6 Establishment of Group I Collection Account, Series
1999-1 Collection Account, Series 1999-1 Excess
Funding Account and Series 1999-1 Accrued Interest
Account............................................44
Section 4.7 Allocations with Respect to the Series 1999-1
Notes.............................................45
Section 4.8 Monthly Payments.................................................57
Section 4.9 Payment of Note Interest.........................................63
Section 4.10 Payment of Note Principal.......................................68
Section 4.11 Retained Distribution Account...................................83
Section 4.12 Class A Distribution Account....................................83
Section 4.13 Class B Distribution Account....................................84
Section 4.14 Class B Notes Subordinate to Class A Notes......................86
Section 4.15 Class C Distribution Account....................................86
Section 4.16 Class C Notes Subordinate to Class A Notes and
Class B Notes......................................87
Section 4.17 The Servicer's Failure to Instruct the Trustee to
Make a Deposit or Payment..........................88
Section 4.18 Lease Payment Deficit Draw on Series 1999-1 Letter
of Credit..........................................88
Section 4.19 Claim Under the Demand Note.....................................89
Section 4.20 Series 1999-1 Letter of Credit Termination
Demand.............................................90
Section 4.21 The Series 1999-1 Cash Collateral Account.......................92
Section 4.22 Class D Distribution Account....................................94
Section 4.23 Class D Notes Subordinate to Class A Notes, Class B
Notes and Class C Notes............................96
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Section 4.24 Application of Cash Liquidity Amount; Restrictions
on Amounts Drawn Under Series 1999-1 Letter of
Credit.............................................96
Section 4.25 Deficiencies in Payments.........................................98
ARTICLE 5
AMORTIZATION EVENTS
Section 5.1 Series 1999-1 Amortization Events................................98
Section 5.2 Waiver of Past Events...........................................100
ARTICLE 6
COVENANTS
Section 6.1 Minimum Subordinated Amount.....................................100
Section 6.2 Minimum Letter of Credit Amount.................................100
Section 6.3 Limitations on Leasing of Certain Vehicles......................100
ARTICLE 7
FORM OF SERIES 1999-1 NOTES
Section 7.1 Class A Notes ..................................................101
Section 7.2 Class B Notes ..................................................102
Section 7.3 Class C Notes ..................................................102
Section 7.4 Class D Notes ..................................................103
Section 7.5 Issuances of Additional Notes...................................104
ARTICLE 8
GENERAL
Section 8.1 Repurchase of Notes.............................................105
Section 8.2 Payment of Rating Agencies' Fees................................106
Section 8.3 Exhibits ..................................................106
Section 8.4 Ratification of Base Indenture..................................107
Section 8.5 Counterparts ..................................................107
Section 8.6 Governing Law ..................................................107
Section 8.7 Amendments ..................................................107
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Schedule 1 - Maximum Manufacturer Percentages
Exhibit A-1 - Form of Restricted Global Class A Note
Exhibit A-2 - Form of Temporary Global Class A Note
Exhibit A-3 - Form of Permanent Global Class A Note
Exhibit B-1 - Form of Restricted Global Class B Note
Exhibit B-2 - Form of Temporary Global Class B Note
Exhibit B-3 - Form of Permanent Global Class B Note
Exhibit C-1 - Form of Restricted Global Class C Note
Exhibit C-2 - Form of Temporary Global Class C Note
Exhibit C-3 - Form of Permanent Global Class C Note
Exhibit D-1 - Form of Restricted Global Class D Note
Exhibit D-2 - Form of Temporary Global Class D Note
Exhibit D-3 - Form of Permanent Global Class D Note
Exhibit E Form of Demand Note
Exhibit F Form of Notice of Series 1999-1 Lease Payment
Losses
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THIS SERIES 1999-1 SUPPLEMENT, dated as of April 29, 1999 (as the same
may be amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms hereof and of the Base Indenture referred to below,
this "Supplement") between RENTAL CAR FINANCE CORP., a special purpose Oklahoma
corporation ("RCFC" or the "Issuer"), and BANKERS TRUST COMPANY, a New York
banking corporation (together with its successors in trust thereunder as
provided in the Base Indenture referred to below, the "Trustee"), to the Base
Indenture, dated as of December 13, 1995, between RCFC and the Trustee, as
amended by Amendment to Base Indenture, dated as of December 23, 1997, between
RCFC and the Trustee (as amended by such amendment and as the same may be
further amended, supplemented, restated or otherwise modified from time to time
in accordance with its terms, exclusive of Supplements creating a new Series of
Notes, the "Base Indenture").
W I T N E S S E T H:
WHEREAS, Sections 2.2, 2.3, 11.1 and 11.3 of the Base
Indenture provide, among other things, that RCFC and the Trustee may at any time
and from time to time enter into a Series Supplement to the Base Indenture for
the purpose of authorizing the issuance of one or more Series of Notes;
NOW, THEREFORE, in consideration of the foregoing premises,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties hereto agree as
follows:
ARTICLE 1
DESIGNATION
Section 1.1 Designation.
(a) There is hereby created a Series of Notes to be issued
pursuant to the Base Indenture and this Supplement and such Series of Notes
shall be designated generally as Rental Car Asset Backed Notes, Series 1999-1.
The Rental Car Asset Backed Notes, Series 1999-1, shall be issued in four
classes: the Class A Notes, the Class B Notes, the Class C Notes, and the Class
D Notes. The Class A Rental Car Asset Backed Notes are designated herein as the
"Class A Notes", the Class B Rental Car Asset Backed Notes are designated herein
as the "Class B Notes", the Class C Rental Car Asset Backed Notes are designated
herein as the "Class C Notes", and the Class D Rental Car Asset Backed Notes are
designated herein as the "Class D Notes". The Class A Notes, the Class B Notes,
the Class C Notes and the Class D Notes are referred to collectively as the
"Series 1999-1 Notes".
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(b) The Class D Notes are subordinated in right of payment to
the Class A Notes, the Class B Notes and the Class C Notes as set forth herein.
The Class C Notes are subordinated in right of payment to the Class A Notes and
Class B Notes as set forth herein. The Class B Notes are subordinated in right
of payment to the Class A Notes as set forth herein.
(c) The net proceeds from the sale of the Series 1999-1 Notes
shall be deposited into the Group I Collection Account, and shall be used (i) on
and after the Series 1999-1 Closing Date, to finance the acquisition by Thrifty
and Dollar of Financed Vehicles or to refinance the same, and (ii) on and after
the Series 1999-1 Closing Date, to acquire Acquired Vehicles from certain
Eligible Manufacturers, auctions or otherwise or to refinance the same,
including through repaying all or a portion of an existing and outstanding
series of notes issued under the Base Indenture.
(d) The Series 1999-1 Notes are a Segregated Series of Notes
(as more fully described in the Base Indenture) and are hereby designated as a
"Group I Series of Notes". On December 23, 1997, RCFC and the Trustee also
entered into a supplement (the "Series 1997-1 Supplement") to the Base Indenture
pursuant to which RCFC issued a Segregated Series of Notes (the "Series 1997-1
Notes") designated as a "Group I Series of Notes". The Issuer may from time to
time issue additional Segregated Series of Notes that the related Series
Supplements will indicate are entitled to share, together with the Series 1997-1
Notes and the Series 1999-1 Notes, in the Group I Collateral and other
Collateral and Master Collateral designated as security for the Series 1997-1
Notes and the Series 1999-1 Notes under the Series 1997-1 Supplement and this
Supplement and the Master Collateral Agency Agreement (the Series 1997-1 Notes,
the Series 1999-1 Notes and any such additional Segregated Series, each, a
"Group I Series of Notes" and, collectively, the "Group I Series of Notes").
Accordingly, all references in this Supplement to "all" Series of Notes (and all
references in this Supplement to terms defined in the Base Indenture that
contain references to "all" Series of Notes) shall refer to all Group I Series
of Notes.
ARTICLE 2
Section 2.1 Definitions and Construction.
(a) All capitalized terms not otherwise defined in this
Supplement are defined in the Definitions List attached to the Base Indenture as
Schedule 1 thereto (as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms of the Base
Indenture, the
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"Definitions List"). All capitalized terms defined in this Supplement that are
also defined in the Definitions List to the Base Indenture shall, unless the
context otherwise requires, have the meanings set forth in this Supplement. All
references to "Articles", "Sections" or "Subsections" herein shall refer to
Articles, Sections or Subsections of the Base Indenture, except as otherwise
provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Base Indenture, each
capitalized term used or defined herein shall relate only to the Series 1999-1
Notes and not to any other Series of Notes issued by RCFC. In addition, with
respect to the Series 1999-1 Notes, references in the Base Indenture to (i) the
"Lease" shall be deemed to refer to the Master Lease, (ii) "Thrifty Finance"
shall be deemed to refer to RCFC, (iii) "Lessee" shall be deemed to refer to any
or all of the Lessees under the Master Lease, as the context requires, (iv)
"Servicer" shall be deemed to refer to the Master Servicer, and (v) when the
terms "Lease," "Thrifty Finance," "Lessee" or "Servicer" are imbedded in a
defined term within the Base Indenture, they shall be deemed to refer to the
corresponding concept ascribed in clauses (i) through (iv), as applicable,
except in each case as otherwise specified in this Supplement or as the context
may otherwise require.
(b) The following words and phrases shall have the following
meanings with respect to the Series 1999-1 Notes, and the definitions of such
terms are applicable to the singular as well as the plural form of such terms
and to the masculine as well as the feminine and neuter genders of such terms:
"Accrued Amounts" means, with respect to any Group I Series of
Notes (or any class of such Series of Notes (or portion thereof)), on any date
of determination, the sum of (i) accrued and unpaid interest on the Notes of
such Series (or the applicable class thereof) as of such date, (ii) the portion
of the accrued and unpaid Monthly Servicing Fee (and any Supplemental Monthly
Servicing Fee) allocated to such Series of Notes (or the applicable class
thereof) on such date pursuant to any Leases (which with respect to the Series
1999-1 Notes is pursuant to Section 26.1 of the Master Lease), and (iii) the
product of (A) all other accrued and unpaid fees and expenses of RCFC on such
date, times (B) the Invested Percentage of the applicable Group I Series of
Notes on such date.
"Accumulated Principal Draw Amount" means, with respect to
draws made under the Series 1999-1 Letter of Credit during any Insolvency
Period, the total amount with respect to such draws allocated to the Series
1999-1 Noteholders pursuant to Sections 4.10(a)(iii), (b)(iii), (c)(iii) and
(d)(iii) during such Insolvency Period.
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"Acquired Vehicles" means any Eligible Vehicles acquired by
RCFC and leased by RCFC to any of the Lessees under Annex A of the Master Lease.
"Additional Depreciation Charge" means, with respect to each
Non-Program Vehicle leased under the Master Lease as of the last day of the
Related Month, an amount (which may be zero) allocated to such Non-Program
Vehicle by the Master Servicer such that the sum of such amounts with respect to
all Non-Program Vehicles shall be equal to the amount, if any, by which (i) the
aggregate Net Book Value of all such Non-Program Vehicles exceeds (ii) the three
(3) month rolling average of the aggregate Market Value of such Non-Program
Vehicles determined as of such day and the first day of each of the two (2)
calendar months preceding such day.
"Additional Lessee" has the meaning specified in
Section 28 of the Master Lease.
"Additional Notes" means additional Series 1999-1 Notes issued
pursuant to Section 7.5 of this Supplement.
"Additional Overcollateralization Amount" means, as of any
date of determination, an amount equal to (a) the Overcollateralization Portion
on such date divided by the Series 1999-1 Enhancement Factor as of such date
minus (b) the Overcollateralization Portion as of such date.
"Aggregate Asset Amount" means, with respect to the Series
1999-1 Notes, on any date of determination, without duplication, the sum of (i)
the Net Book Value of all Group I Vehicles with respect to which the applicable
Vehicle Lease Expiration Date has not occurred, plus (ii) all amounts
receivable, as of such date, by RCFC, Thrifty or Dollar, as applicable, from
Eligible Manufacturers under and in accordance with their respective Eligible
Vehicle Disposition Programs, or from Eligible Manufacturers as incentive
payments, allowances, premiums, supplemental payments or otherwise, in each case
with respect to Group I Vehicles at any time owned, financed or refinanced by
RCFC or with respect to amounts otherwise transferred to RCFC and pledged to the
Master Collateral Agent, plus (iii) all amounts (other than amounts specified in
clause (ii) above) receivable, as of such date, by RCFC, Thrifty or Dollar, as
applicable, from any Person in connection with the Auction, sale or other
disposition of Eligible Vehicles that are Group I Vehicles, plus (iv) all
accrued and unpaid Monthly Base Rent and Monthly Supplemental Payments (other
than amounts specified in clauses (ii) and (iii) above) payable in respect of
the Group I Vehicles, plus (v) cash and Permitted Investments on deposit in the
Group I Collection Account allocable to the Group I Series of Notes to the
extent such cash and Permitted Investments constitute Group I Collateral and
cash and Permitted
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Investments in the Master Collateral Account constituting Group I
Master Collateral.
"Aggregate Invested Amount" means the sum of the Invested
Amounts with respect to all Group I Series of Notes then outstanding.
"Annual Certificate" is defined in Section 24.4(g) of
the Master Lease.
"Asset Amount Deficiency" means, as of any date of
determination, the amount, if any, by which the Required Asset Amount exceeds
the Aggregate Asset Amount, as of such date of determination.
"Assignment Agreement" means a Vehicle Disposition Program
Assignment Agreement, in the form attached as Exhibit F to the Master Collateral
Agency Agreement, or in such other form as is acceptable to each Rating Agency,
between a Lessee and/or RCFC as the case may be, as assignor, and the Master
Collateral Agent, as assignee, and acknowledged by the applicable Manufacturer,
pursuant to which such Lessee and/or RCFC, as the case may be, assigns as
collateral to the Master Collateral Agent all of such Lessee's and/or RCFC's, as
the case may be, right, title and interest in, to and under a Vehicle
Disposition Program.
"Auction Procedures" means, with respect to any Program
Vehicle, the terms governing the disposition of such Program Vehicles under the
applicable Vehicle Disposition Program.
"Authorized Officer" means (a) as to RCFC, any of its
President, any Vice President, the Treasurer or any Assistant Treasurer, the
Secretary or any Assistant Secretary and (b) as to DTAG (including in its
capacity as the Master Servicer), Thrifty (including in its capacities as a
Lessee and as a Servicer), Dollar (including in its capacities as a Lessee and a
Servicer), any Additional Lessee or additional Servicer, those officers,
employees and agents of DTAG, Thrifty, Dollar, such other Lessee or such other
Servicer, as the case may be, in each case whose signatures and incumbency shall
have been certified as the authentic signatures of duly qualified and elected
persons authorized to act on behalf of such entities.
"Availability Payment" is defined in Section 5.2 of the
Master Lease.
"Bankruptcy Code" has the meaning set forth in Section
2.1(c) of this Supplement.
"Base Indenture" has the meaning set forth in the
preamble hereto.
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"Board of Directors" means the Board of Directors of DTAG,
RCFC, Thrifty or Dollar, as applicable, or any authorized committee of the Board
of Directors.
"Carrying Charges" means, as of any day, (i) without
duplication, the aggregate of all Trustee fees, servicing fees (other than
supplemental servicing fees) and other fees and expenses and indemnity amounts,
if any, payable by the Issuer, the Master Servicer or any Servicer under the
Indenture or the other Related Documents which have accrued with respect to the
Series 1999-1 Notes during the Related Month, plus (ii) without duplication, all
amounts payable by the Lessees (in case of a Lease Event of Default) which have
accrued during the Related Month.
"Carryover Controlled Amortization Amount" (as such term is
used in Section 24.4(b) of the Master Lease) means each of the Class A Carryover
Controlled Amortization Amount, the Class B Carryover Controlled Amortization
Amount, the Class C Carryover Controlled Amortization Amount and the Class D
Carryover Controlled Amortization Amount.
"Cash Liquidity Amount" means, at any time, the excess, if
any, of the Liquidity Amount at such time over the Series 1999-1 Letter of
Credit Amount at such time; provided that after the occurrence and during the
continuance of any Insolvency Period, the Cash Liquidity Amount shall be $0.
"Cash Liquidity Amount Deficiency" means, with respect to any
Series 1999-1 Deposit Date, the difference between the Cash Liquidity Amount on
such date and (i) if the Series 1999-1 Cash Liquidity Account has been
established pursuant to Section 4.24(d), the amount then on deposit in the
Series 1999-1 Cash Liquidity Account, or (ii) if the Series 1999-1 Cash
Liquidity Account has not been established, $0.
"Casualty" means, with respect to any Vehicle, that (i) such
Vehicle is lost, stolen (and not recovered within 60 days of being reported
stolen), destroyed, damaged, seized or otherwise rendered permanently unfit or
unavailable for use, (including Vehicles that are rejected pursuant to Section
2.2 of the Master Lease), or (ii) such Vehicle is not accepted for Auction or
repurchase by the Manufacturer in accordance with the related Vehicle
Disposition Program for any reason within thirty (30) days of initial submission
and is not designated a Non-Program Vehicle pursuant to Section 14 of the Master
Lease (other than, in the case of clause (ii) above, the applicable
Manufacturer's willful refusal or inability to comply with its obligations under
its Vehicle Disposition Program).
"Certificate of Credit Demand" means a certificate in the form
of Annex A to the Series 1999-1 Letter of Credit.
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"Certificate of Termination Demand" means a certificate in the
form of Annex B to the Series 1999-1 Letter of Credit.
"Class A Carryover Controlled Amortization Amount" means, with
respect to the Class A Notes for any Related Month during the Class A Controlled
Amortization Period, (i) the excess, if any, of the Class A Controlled
Distribution Amount payable on the Payment Date occurring in the Related Month
over the principal amount distributed on such Payment Date with respect to the
Class A Notes pursuant to Section 4.10(a) of this Supplement, plus (ii) the
unpaid amount, if any, of the Class A Carryover Controlled Amortization Amount
for the previous Related Month; provided, however, that for the first Related
Month in the Class A Controlled Amortization Period, the Class A Carryover
Controlled Amortization Amount shall be zero.
"Class A Controlled Amortization Amount" means an
amount equal to $14,583,333.33.
"Class A Controlled Amortization Period" means the period
commencing on August 31, 2003 (or, if such day is not a Business Day, the
Business Day last preceding such day), and continuing to the earliest of (i) the
commencement of the Series 1999-1 Rapid Amortization Period, (ii) the date on
which the Class A Notes are fully paid, (iii) the Series 1999-1 Termination
Date, and (iv) the termination of the Indenture in accordance with its terms.
"Class A Controlled Distribution Amount" means, with respect
to any Related Month during the Class A Controlled Amortization Period, an
amount equal to the sum of the Class A Controlled Amortization Amount and any
Class A Carryover Controlled Amortization Amount for such Related Month.
"Class A Controlled Distribution Amount Deficiency" has the
meaning specified in Section 4.10(a)(i) of this Supplement.
"Class A Deficiency Amount" has the meaning specified
in Section 4.8(a) of this Supplement.
"Class A Distribution Account" has the meaning
specified in Section 4.12(a) of this Supplement.
"Class A Distribution Account Collateral" has the meaning
specified in Section 4.12(d) of this Supplement.
"Class A Enhancement Amount" means the sum of (a) the Class D
Invested Amount, plus (b) the Class C Invested Amount plus (c) the Class B
Invested Amount plus (d) the Series 1999-1 Available Subordinated Amount, plus
(e) the Series 1999-1 Letter
of Credit Amount.
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"Class A Expected Final Payment Date" means the
September 2004 Payment Date.
"Class A Initial Invested Amount" means the aggregate original
principal amount of Class A Notes, which is $175,000,000.
"Class A Interest Amount" has the meaning specified in Section
4.8(a) of this Supplement.
"Class A Invested Amount" means, on any date of determination,
an amount equal to (a) the Class A Initial Invested Amount, plus (b) the initial
principal amount of any Additional Notes issued as Class A Notes, minus (c) the
amount of principal payments made to Class A Noteholders on or prior to such
date, minus (d) all Losses and Lease Payment Losses allocated to the Class A
Noteholders on or prior to such date, plus (e) all Recoveries and Lease Payment
Recoveries allocated to the Class A Noteholders on or prior to such date.
"Class A Monthly Interest Shortfall" means as of any Payment
Date and with respect to any or all of the classes of Class A Notes, as the
context requires, the excess, if any, of the Class A Interest Amount for the
Class A Notes and any unpaid Class A Deficiency Amounts for the Class A Notes
(together with accrued interest on such unpaid Class A Deficiency Amounts) over
the amount withdrawn from the Series 1999-1 Accrued Interest Account and
deposited in the Class A Distribution Account on such Payment Date pursuant to
Section 4.8(a) of this Supplement.
"Class A Non-Program Enhancement Percentage" means, with
respect to any date of determination, the greater of (a) an amount equal to (i)
40% minus (ii) the sum of the Class B Percentage, the Class C Percentage and the
Class D Percentage as of such date, (b) an amount equal to (i) 100% minus (ii)
an amount equal to (x) the Market Value Adjustment Percentage as of such date,
minus (y) 40% minus (iii) the sum of the Class B Percentage, the Class C
Percentage and the Class D Percentage as of such date, and (c) 15.25%
"Class A Noteholder" means the Person in whose name a Class A
Note is registered in the Note Register.
"Class A Notes" means any one of the 5.90% Rental Car Asset
Backed Notes, Class A, executed by RCFC and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of Exhibit A-1, Exhibit A-2 or
Exhibit A-3. Definitive Class A Notes shall have such insertions and deletions
as are necessary to give effect to the provisions of Section 2.19 of the Base
Indenture.
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"Class A Program Enhancement Percentage" means, with respect
to any date of determination, the greater of (a) an amount equal to (i) 40%
minus (ii) the sum of the Class B Percentage, the Class C Percentage and the
Class D Percentage as of such date, and (b) 10%.
"Class A Rate" means, for any Series 1999-1 Interest Period,
5.90% per annum; provided, however, that the Class A Rate shall in no event be
higher than the maximum rate permitted by applicable law.
"Class B Carryover Controlled Amortization Amount" means, with
respect to the Class B Notes for any Related Month during the Class B Controlled
Amortization Period, (i) the excess, if any, of the Class B Controlled
Distribution Amount payable on the Payment Date occurring in the Related Month
over the principal amount distributed on such Payment Date with respect to the
Class B Notes pursuant to Section 4.10(b) of this Supplement plus (ii) the
unpaid amount, if any, of the Class B Carryover Controlled Amortization Amount
for the previous Related Month; provided, however, that for the first Related
Month in the Class B Controlled Amortization Period, the Class B Carryover
Controlled Amortization Amount shall be zero.
"Class B Controlled Amortization Amount" means an
amount equal to $20,000,000.
"Class B Controlled Amortization Period" means the period
commencing on August 31, 2004 (or, if such day is not a Business Day, the
Business Day last preceding such day) and continuing to the earliest of (i) the
commencement of the Series 1999-1 Rapid Amortization Period, (ii) the date on
which the Class B Notes are fully paid, (iii) the Series 1999-1 Termination
Date, and (iv) the termination of the Indenture in accordance with its terms.
"Class B Controlled Distribution Amount" means, with respect
to any Related Month during the Class B Controlled Amortization Period, an
amount equal to the sum of the Class B Controlled Amortization Amount and any
Class B Carryover Controlled Amortization Amount for such Related Month.
"Class B Controlled Distribution Amount Deficiency" has the
meaning specified in Section 4.10(b)(i) of this Supplement.
"Class B Deficiency Amount" has the meaning specified
in Section 4.8(b) of this Supplement.
"Class B Distribution Account" has the meaning
specified in Section 4.13(a) of this Supplement.
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"Class B Distribution Account Collateral" has the meaning
specified in Section 4.13(d) of this Supplement.
"Class B Enhancement Amount" means the sum of (a) the Series
1999-1 Available Subordinated Amount, plus (b) the Class D Invested Amount, plus
(c) the Class C Invested Amount, plus (d) the Series 1999-1 Letter of Credit
Amount.
"Class B Expected Final Payment Date" means the October
2004 Payment Date.
"Class B Initial Invested Amount" means the aggregate original
principal amount of the Class B Notes, which is $20,000,000.
"Class B Interest Amount" has the meaning specified in
Section 4.8(b) of this Supplement.
"Class B Invested Amount" means, on any date of determination,
an amount equal to (a) the Class B Initial Invested Amount, plus (b) the initial
principal amount of any Additional Notes issued as Class B Notes, minus (c) the
amount of principal payments made to Class B Noteholders on or prior to such
date, minus (d) all Losses and Lease Payment Losses allocated to the Class B
Noteholders on or prior to such date, plus (e) all Recoveries and Lease Payment
Recoveries allocated to the Class B Noteholders on or prior to such date.
"Class B Monthly Interest Shortfall" means as of any Payment
Date and with respect to any or all of the classes of Class B Notes, as the
context requires, the excess, if any, of the Class B Interest Amount for the
Class B Notes and any unpaid Class B Deficiency Amounts for the Class B Notes
(together with accrued interest on such unpaid Class B Deficiency Amounts) over
the amount withdrawn from the Series 1999-1 Accrued Interest Account and
deposited in the Class B Distribution Account on such Payment Date pursuant to
Section 4.8(b) of this Supplement.
"Class B Non-Program Enhancement Percentage" means, with
respect to any date of determination, the greater of (a) an amount equal to (i)
32% minus (ii) the sum of the Class C Percentage and the Class D Percentage as
of such date, (b) an amount equal to (i) 100% minus (ii) an amount equal to (x)
the Market Value Adjustment Percentage as of such date minus (y) 32%, minus
(iii) the sum of the Class C Percentage and the Class D Percentage as of such
date, and (c) 15.25%
"Class B Noteholder" means the Person in whose name a Class B
Note is registered in the Note Register.
"Class B Notes" means any one of the 6.20% Rental Car
Asset Backed Notes, Class B, executed by RCFC and authenticated
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and delivered by or on behalf of the Trustee, substantially in the form of
Exhibit B-1, Exhibit B-2 or Exhibit B-3. Definitive Class B Notes shall have
such insertions and deletions as are necessary to give effect to the provisions
of Section 2.19 of the Base Indenture.
"Class B Percentage" means, with respect to any date of
determination, the percentage equivalent of a fraction, the numerator of which
is (1) the Class B Invested Amount on such date and the denominator of which is
(2) an amount equal to the sum of (x) the Invested Amount for the Series 1999-1
Notes on such date and (y) the Series 1999-1 Available Subordinated Amount on
such date.
"Class B Program Enhancement Percentage" means, with respect
to any date of determination, the greater of (a) an amount equal to (i) 32%
minus (ii) the Class C Percentage as of such date, minus (iii) the Class D
Percentage as of such date and (b) 10%.
"Class B Rate" means, for any Series 1999-1 Interest Period,
6.20% per annum; provided, however, that the Class B Rate shall in no event be
higher than the maximum rate permitted by applicable law.
"Class C Carryover Controlled Amortization Amount" means, with
respect to the Class C Notes for any Related Month during the Class C Controlled
Amortization Period, (i) the excess, if any, of the Class C Controlled
Distribution Amount payable on the Payment Date occurring in the Related Month
over the principal amount distributed on such Payment Date with respect to the
Class C Notes pursuant to Section 4.10(c) of this Supplement plus (ii) the
unpaid amount, if any, of the Class C Carryover Controlled Amortization Amount
for the previous Related Month; provided, however, that for the first Related
Month in the Class C Controlled Amortization Period, the Class C Carryover
Controlled Amortization Amount shall be zero.
"Class C Controlled Amortization Amount" means an
amount equal to $14,166,666.67.
"Class C Controlled Amortization Period" means the period
commencing on September 30, 2004 (or, if such day is not a Business Day, the
Business Day last preceding such day) and continuing to the earliest of (i) the
commencement of the Series 1999-1 Rapid Amortization Period, (ii) the date on
which the Class C Notes are fully paid, (iii) the Series 1999-1 Termination
Date, and (iv) the termination of the Indenture in accordance with its terms.
"Class C Controlled Distribution Amount" means, with
respect to any Related Month during the Class C Controlled
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Amortization Period, an amount equal to the sum of the Class C Controlled
Amortization Amount and any Class C Carryover Controlled Amortization Amount for
such Related Month.
"Class C Controlled Distribution Amount Deficiency" has the
meaning specified in Section 4.10(c)(i) of this Supplement.
"Class C Deficiency Amount" has the meaning specified
in Section 4.8(c) this Supplement.
"Class C Distribution Account" has the meaning
specified in Section 4.15(a) of this Supplement.
"Class C Distribution Account Collateral" has the meaning
specified in Section 4.15(d) of this Supplement.
"Class C Enhancement Amount" means the sum of (a) the Series
1999-1 Available Subordinated Amount plus (b) the Class D Invested Amount plus
(c) the Series 1999-1 Letter of Credit Amount.
"Class C Expected Final Payment Date" means the January
2005 Payment Date.
"Class C Initial Invested Amount" means the aggregate original
principal amount of the Class C Notes, which is $42,500,000.
"Class C Interest Amount" has the meaning specified in
Section 4.8(c) of this Supplement.
"Class C Invested Amount" means, on any date of determination,
an amount equal to (a) the Class C Initial Invested Amount, plus (b) the initial
principal amount of any Additional Notes issued as Class C Notes, minus (c) the
amount of principal payments made to Class C Noteholders on or prior to such
date, minus (d) all Losses and Lease Payment Losses allocated to the Class C
Noteholders on or prior to such date, plus (e) all Recoveries and Lease Payment
Recoveries allocated to the Class C Noteholders on or prior to such date.
"Class C Monthly Interest Shortfall" means as of any Payment
Date and with respect to any or all of the classes of Class C Notes, as the
context requires, the excess, if any, of the Class C Interest Amount for the
Class C Notes and any unpaid Class C Deficiency Amounts for the Class C Notes
(together with accrued interest on such unpaid Class C Deficiency Amounts) over
the amount withdrawn from the Series 1999-1 Accrued Interest Account and
deposited in the Class C Distribution Account on such Payment Date pursuant to
Section 4.8(c) of this Supplement.
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"Class C Non-Program Enhancement Percentage" means, with
respect to any date of determination, the greater of (a) an amount equal to (i)
21.5% minus (ii) the Class D Percentage as of such date, and (b) an amount equal
to (i) 100% minus (ii) an amount equal to (x) the Market Value Adjustment
Percentage as of such date minus (y) 21.5% minus (iii) the Class D Percentage as
of such date, and (c) 15.25%.
"Class C Noteholder" means the Person in whose name a Class C
Note is registered in the Note Register.
"Class C Notes" means any one of the 6.50% Rental Car Asset
Backed Notes, Class C, executed by RCFC and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of Exhibit C-1, Exhibit C-2 or
Exhibit C-3. Definitive Class C Notes shall have such insertions and deletions
as are necessary to give effect to the provisions of Section 2.19 of the Base
Indenture.
"Class C Percentage" means, with respect to any date of
determination, the percentage equivalent of a fraction, the numerator of which
is (1) the Class C Invested Amount on such date and the denominator of which is
(2) an amount equal to the sum of (x) the Invested Amount for the Series 1999-1
Notes on such date and (y) the Series 1999-1 Available Subordinated Amount on
such date.
"Class C Program Enhancement Percentage" means, with respect
to any date of determination, the greater of (a) an amount equal to (i) 14.5%
minus (ii) the Class D Percentage as of such date, and (b) 10%.
"Class C Rate" means, for any Series 1999-1 Interest Period,
6.50% per annum; provided, however, that the Class C Rate shall in no event be
higher than the maximum rate permitted by applicable law.
"Class D Carryover Controlled Amortization Amount" means, with
respect to the Class D Notes for any Related Month during the Class D Controlled
Amortization Period, (i) the excess, if any, of the Class D Controlled
Distribution Amount payable on the Payment Date occurring in the Related Month
over the principal amount distributed on such Payment Date with respect to the
Class D Notes pursuant to Section 4.10(d) of this Supplement plus (ii) the
unpaid amount, if any, of the Class D Carryover Controlled Amortization Amount
for the previous Related Month; provided, however, that for the first Related
Month in the Class D Controlled Amortization Period, the Class D Carryover
Controlled Amortization Amount shall be zero.
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"Class D Controlled Amortization Amount" means an
amount equal to $12,500,000.
"Class D Controlled Amortization Period" means the period
commencing on December 31, 2004 (or, if such day is not a Business Day, the
Business Day last preceding such day) and continuing to the earliest of (i) the
commencement of the Series 1999-1 Rapid Amortization Period, (ii) the date on
which the Class D Notes are fully paid, (iii) the Series 1999-1 Termination
Date, and (iv) the termination of the Indenture in accordance with its terms.
"Class D Controlled Distribution Amount" means, with respect
to any Related Month during the Class D Controlled Amortization Period, an
amount equal to the sum of the Class D Controlled Amortization Amount and any
Class D Carryover Controlled Amortization Amount for such Related Month.
"Class D Controlled Distribution Amount Deficiency" has the
meaning specified in Section 4.10(d)(i) of this Supplement.
"Class D Deficiency Amount" has the meaning specified
in Section 4.8(d) of this Supplement.
"Class D Distribution Account" has the meaning
specified in Section 4.22(a) of this Supplement.
"Class D Distribution Account Collateral" has the meaning
specified in Section 4.22(d) of this Supplement.
"Class D Enhancement Amount" means the sum of (a) the
Series 1999-1 Available Subordinated Amount plus (b) the Series
1999-1 Letter of Credit Amount.
"Class D Expected Final Payment Date" means the
February 2005 Payment Date.
"Class D Initial Invested Amount" means the aggregate original
principal amount of the Class D Notes, which is $12,500,000.
"Class D Interest Amount" has the meaning specified in
Section 4.8(d) of this Supplement.
"Class D Invested Amount" means, on any date of determination,
an amount equal to (a) the Class D Initial Invested Amount, plus (b) the initial
principal amount of any Additional Notes issued as Class D Notes, minus (c) the
amount of principal payments made to Class D Noteholders on or prior to such
date, minus (d) all Losses and Lease Payment Losses allocated to the Class D
Noteholders on or prior to such date,
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plus (e) all Recoveries and Lease Payment Recoveries allocated to the Class D
Noteholders on or prior to such date.
"Class D Monthly Interest Shortfall" means as of any Payment
Date and with respect to any or all of the classes of Class D Notes, as the
context requires, the excess, if any, of the Class D Interest Amount for the
Class D Notes and any unpaid Class D Deficiency Amounts for the Class D Notes
(together with accrued interest on such unpaid Class D Deficiency Amounts) over
the amount withdrawn from the Series 1999-1 Accrued Interest Account and
deposited in the Class D Distribution Account on such Payment Date pursuant to
Section 4.8(d) of this Supplement.
"Class D Non-Program Enhancement Percentage" means, with
respect to any date of determination, the greater of (a) 15.25% and (b) an
amount equal to (i) 100%, minus (ii) an amount equal to (x) the Market Value
Adjustment Percentage as of such date minus (y) 15.25%.
"Class D Noteholder" means the Person in whose name a Class D
Note is registered in the Note Register.
"Class D Notes" means any one of the 7.10% Rental Car Asset
Backed Notes, Class D, executed by RCFC and authenticated and delivered by or on
behalf of the Trustee, substantially in the form of Exhibit D-1, Exhibit D-2 or
Exhibit D-3. Definitive Class D Notes shall have such insertions and deletions
as are necessary to give effect to the provisions of Section 2.19 of the Base
Indenture.
"Class D Percentage" means, with respect to any date of
determination, the percentage equivalent of a fraction, the numerator of which
is (1) the Class D Invested Amount on such date and the denominator of which is
(2) an amount equal to the sum of (x) the Invested Amount for the Series 1999-1
Notes on such date and (y) the Series 1999-1 Available Subordinated Amount on
such date.
"Class D Program Enhancement Percentage" means with respect to
any date of determination, 10%.
"Class D Rate" means, for any Series 1999-1 Interest Period,
7.10% per annum; provided, however, that the Class D Rate shall in no event be
higher than the maximum rate permitted by applicable law.
"Collections" means(i) all payments including, without
limitation, all Recoveries and Lease Payment Recoveries, by, or on behalf of a
Lessee under the Master Lease, (ii) all payments including, without limitation,
all Recoveries and Lease Payment Recoveries, by, or on behalf of any
Manufacturer, under its
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Vehicle Disposition Program or any incentive program, and all payments with
respect to a Vehicle from a qualified intermediary under a like-kind exchange
program on behalf of the owner of such Vehicle, in either case with respect to
any Group I Vehicles, (iii) all payments including, without limitation, all
Recoveries and Lease Payment Recoveries, by, or on behalf of any other Person as
proceeds from the sale of Group I Vehicles, payment of insurance proceeds,
whether such payments are in the form of cash, checks, wire transfers or other
form of payment and whether in respect of principal, interest, repurchase price,
fees, expenses or otherwise,(iv) all amounts earned on Permitted Investments
arising out of funds in the Group I Collection Account and in the Master
Collateral Account (to the extent allocable to the Trustee as Beneficiary
thereunder), and (v) any remaining Recoveries not included in (ii) above
deposited into the Group I Collection Account pursuant to Section 4.7(c)(ii)(1).
"Condition Report" means a condition report with respect to a
Group I Vehicle, signed and dated by a Lessee or a Franchisee and any
Manufacturer or its agent in accordance with the applicable Vehicle Disposition
Program.
"Controlled Distribution Amount" means the Class A Controlled
Distribution Amount, the Class B Controlled Distribution Amount, the Class C
Controlled Distribution Amount and the Class D Controlled Distribution Amount,
collectively.
"DaimlerChrysler" means DaimlerChrysler Corporation, a
Delaware corporation.
"DCR" means Duff & Phelps Credit Rating Co.
"Demand Note" means that certain Demand Note, dated as of
April 29, 1999, made by DTAG to RCFC in substantially the form attached as
Exhibit E to this Supplement.
"Depreciation Charge" means, for any date of determination,
(a) with respect to any Program Vehicle leased under the Master Lease, the
scheduled daily depreciation charge for such Vehicle set forth by the
Manufacturer in its Vehicle Disposition Program for such Vehicle, and (b) with
respect to any Non-Program Vehicle leased under the Master Lease, (i) the
scheduled daily depreciation charge for such Vehicle set forth by the Servicer
in the Depreciation Schedule for such Vehicle plus (ii) as of the last day of
the Related Month, the Additional Depreciation Charge, if any, allocable to such
Non-Program Vehicle on such day (which Additional Depreciation Charge shall, for
purposes of determining the Monthly Base Rent payable on such day, be deemed to
have accrued during the Related Month). If such charge is expressed as a
percentage, the Depreciation Charge
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for such Vehicle for such day shall be such percentage multiplied by the
Capitalized Cost for such Vehicle.
"Depreciation Schedule" means a schedule of estimated daily
depreciation prepared by the applicable Servicer, and revised from time to time
in the applicable Servicer's sole discretion, with respect to each type of
Non-Program Vehicle that is an Eligible Vehicle and that is purchased, financed
or refinanced by RCFC.
"Dollar" means Dollar Rent A Car Systems, Inc., an
Oklahoma corporation.
"DTAG" means Dollar Thrifty Automotive Group, Inc., a
Delaware corporation.
"Eligible Franchisee" means, with respect to a Lessee, a
Franchisee (all of whose rental offices are located in the United States) which
meets the normal credit and other approval criteria of such Lessee, as
applicable, and which may be an affiliate of such Lessee.
"Eligible Manufacturer" means, with respect to Program
Vehicles, DaimlerChrysler, Ford and Toyota, and with respect to Non-Program
Vehicles, DaimlerChrysler, General Motors, Ford, Honda, Mazda, Nissan, Toyota,
Mitsubishi and Isuzu, and, in each case, any other Manufacturer that (a)(i) has
been approved by each of the Rating Agencies then rating the Group I Series of
Notes or (ii) with respect to Program Vehicles, has an Eligible Vehicle
Disposition Program that has been reviewed by the Rating Agencies, and, in each
case, the Rating Agencies have indicated that the inclusion of such
Manufacturer's Vehicles under the Master Lease will not adversely affect the
then current rating of any Group I Series of Notes, and (b) has been approved by
each Enhancement Provider, if any; provided, however, that upon the occurrence
of a Manufacturer Event of Default with respect to such Manufacturer, such
Manufacturer shall no longer qualify as an Eligible Manufacturer.
"Eligible Vehicle" means, on any date of determination, a
Group I Vehicle manufactured by an Eligible Manufacturer (determined at the time
of the acquisition, financing or refinancing thereof) and satisfying any further
eligibility requirements specified by the Rating Agencies or in any Group I
Series Supplement (other than with respect to the Maximum Non- Program
Percentage and the Maximum Manufacturer Percentage), or with respect to which
all such eligibility requirements not otherwise satisfied have been duly waived
by the Required Noteholders in accordance with the terms of the applicable
Series Supplement (if such waiver is permitted thereby); provided, however, that
in no event may a Group I Vehicle be an Eligible
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Vehicle after (x) in the case of a Program Vehicle, the expiration of the
applicable Maximum Term (unless such Vehicle has been designated as a
Non-Program Vehicle pursuant to Section 14 of the Master Lease), or (y) the date
which is twenty four (24) months after the date of the original new vehicle
dealer invoice for such Acquired Vehicle.
"Excess Damage Charges" means, with respect to any Program
Vehicle, the amount charged to RCFC (or the applicable Lessee), or deducted from
the Repurchase Payment or Guaranteed Payment, by the Manufacturer of such
Vehicle due to damage over a prescribed limit to the Vehicle at the time that
the Vehicle is disposed of at Auction or turned in to such Manufacturer or its
agent for repurchase, in either case pursuant to the applicable Vehicle
Disposition Program.
"Excess Funding Accounts" means, collectively, as of any date,
the Series 1999-1 Excess Funding Account and the corresponding account or
accounts designated as such with respect to each additional Group I Series of
Notes as of such date.
"Excess Mileage Charges" means, with respect to any Program
Vehicle, the amount charged to RCFC (or the applicable Lessee), or deducted from
the Repurchase Payment or Guaranteed Payment, by the Manufacturer of such
Vehicle due to the fact that such Vehicle has mileage over a prescribed limit at
the time that such Vehicle is disposed of at Auction or turned in to such
Manufacturer or its agent for repurchase, in either case pursuant to the
applicable Vehicle Disposition Program.
"Financed Vehicle" means an Eligible Vehicle that is financed
by RCFC and leased to a Lessee under Annex B to the Master Lease on or after the
Lease Commencement Date.
"Financing Lease" means the Master Lease as supplemented by
Annex B to the Master Lease.
"Ford" means Ford Motor Company, a Delaware
corporation.
"Franchisee" means a franchisee of a Lessee.
"General Motors" means General Motors Corporation, a
Delaware corporation.
"Group I Collateral" means the Master Lease and all payments
made thereunder, the Group I Vehicles, the rights under Manufacturer Programs in
respect of Group I Vehicles, any other Master Collateral related to Group I
Vehicles, the Group I Collection Account and all proceeds of the foregoing.
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"Group I Collection Account" has the meaning specified in
Section 4.6(a) of this Supplement.
"Group I Master Collateral" means all right, title and
interest of the Issuer in Program Vehicles, Non-Program Vehicles and certain
related collateral and proceeds thereof that the Master Collateral Agent shall
have designated in the Master Collateral Agency Agreement as segregated
thereunder for the benefit of the Series 1999-1 Noteholders, the Series 1997-1
Noteholders and the holders of any other Group I Series of Notes.
"Group I Monthly Servicing Fee" means, on any date of
determination, 1/12 of 1% of the Aggregate Invested Amount as of the preceding
Payment Date, after giving effect to any payments or allocations made on such
date; provided, however, that if a Rapid Amortization Period shall occur and be
continuing and if DTAG is no longer the Master Servicer, the Group I Monthly
Servicing Fee shall equal the greater of (x) the product of (i) $20 and (ii) the
number of Group I Vehicles as of the last day of the Related Month, and (y) the
amount described in the first clause of this definition.
"Group I Noteholders" has the meaning specified in
Section 3.1(a) hereof.
"Group I Series of Notes" has the meaning specified in
Section 1(d) hereof.
"Group I Supplemental Servicing Fee" is defined in Section
26.1 of the Master Lease.
"Group I Vehicle" means, as of any date, a passenger
automobile or truck leased by RCFC to a Lessee under the Master Lease as of such
date and pledged by RCFC under the Master Collateral Agency Agreement for the
benefit of the Trustee (on behalf of the Noteholders), but solely during the
Vehicle Term for such Vehicle.
"Honda" means Honda Motor Company, Ltd., a corporation
organized under the laws of Japan.
"Initial Purchasers" means collectively, Credit Suisse
First Boston Corporation and Chase Securities Inc.
"Insolvency Event Reallocated Amount" means with respect to
any Insolvency Period, the difference between (a) the related Liquidity Amount
as of the related Insolvency Period Commencement Date and (b) the sum of (1) the
Series 1999-1 Letter of Credit Amount as of the related Insolvency Period
Commencement Date, and (2) the amount on deposit in the Series 1999-1 Cash
Collateral Account as of the related Insolvency Period
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Commencement Date; provided, however, that at no time may the Insolvency Event
Reallocated Amount be less than zero.
"Insolvency Period" has the meaning specified in
Section 4.24(b) hereof.
"Insolvency Period Commencement Date" means with respect to
any Insolvency Period, the date on which the related Event of Bankruptcy shall
have occurred (without giving effect to any grace period set forth in the
definition of "Event of Bankruptcy" set forth in the Base Indenture).
"Invested Amount" means, on any date of determination, the sum
of the Class A Invested Amount, the Class B Invested Amount, the Class C
Invested Amount and the Class D Invested Amount for such date of determination.
"Issuer" has the meaning specified in the preamble
hereto.
"Isuzu" means American Isuzu Motors, Inc., a California
corporation.
"Lease Commencement Date" has the meaning specified in
Section 3.2 of the Master Lease.
"Lease Event of Default" is defined in Section 17.1 of
the Master Lease.
"Lease Payment Losses" means as of any Payment Date, the
amount of payments due under the Master Lease with respect to the Related Month
which were not paid by the Lessees or the Guarantor when due (for purposes of
calculating Lease Payment Losses, payments made by application of amounts drawn
on the Series 1999-1 Letter of Credit or the Demand Note or amounts withdrawn
from the Series 1999-1 Excess Funding Account shall not be deemed to have been
paid when due).
"Lease Payment Recoveries" means, as of any Determination
Date, an amount equal to all payments made by the Lessees or the Guarantor under
the Master Lease since the preceding Determination Date on account of past due
payments under the Master Lease; provided that payments made by application of
amounts drawn on the Series 1999-1 Letter of Credit or the Demand Note or
withdrawn from the Series 1999-1 Excess Funding Account shall not be deemed to
have been made by the Lessees or the Guarantor.
"Lessee" means either Thrifty or Dollar, in its capacity as a
Lessee under the Master Lease, any Additional Lessee, or any successor by merger
to Thrifty, Dollar or any
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Additional Lessee, in accordance with Section 25.1 of the Master Lease, or any
other permitted successor or assignee of Thrifty or Dollar, as applicable, in
its capacity as Lessee, or of any Additional Lessee, pursuant to Section 16 of
the Master Lease.
"Lessor" means RCFC, in its capacity as the lessor under the
Master Lease, and its successors and assigns in such capacity.
"Limited Liquidation Event of Default" means, with respect to
the Series 1999-1 Notes, so long as such event or condition continues, any event
or condition of the type specified in Section 5.1 of this Supplement that
continues for thirty (30) days (without double counting the five (5) Business
Day cure period provided for in said Section 5.1); provided, however, that an
event or condition of the type specified in Section 5.1(a), (b) or (c) shall not
constitute a Limited Liquidation Event of Default if (i) within such thirty (30)
day period, DTAG shall have contributed a portion of the Retained Interest or
reallocated Eligible Vehicles from the Retained Interest to the Series 1999-1
Available Subordinated Amount in accordance with Section 4.7(d)(v) of this
Supplement sufficient to cure the Series 1999-1 Enhancement Deficiency and (ii)
the Rating Agencies shall have notified RCFC, DTAG and the Trustee in writing
that after such cure of such Series 1999-1 Enhancement Deficiency is provided
for, the Class A Notes, the Class B Notes, the Class C Notes and the Class D
Notes will each receive the same rating from the Rating Agencies as they
received immediately prior to the occurrence of such Series 1999-1 Enhancement
Deficiency.
"Liquidity Amount" means at any time an amount equal to 5.0%
of the Series 1999-1 Invested Amount as of such time without giving effect to
any reduction or increase of the Series 1999-1 Invested Amount that shall have
resulted from the allocation of any Losses, Lease Payment Losses, Recoveries or
Lease Payment
Recoveries thereto.
"Losses" means, with respect to any Related Month, the sum
(without duplication) of the following with respect to Acquired Vehicles leased
under the Master Lease (i) all Manufacturer Late Payment Losses, Manufacturer
Event of Default Losses and Purchaser Late Payment Losses for such Related
Month, plus (ii) with respect to Disposition Proceeds received during the
Related Month from the sale or other disposition of Acquired Vehicles (other
than pursuant to a Vehicle Disposition Program), the excess, if any, of (x) the
Net Book Values of such Acquired Vehicles calculated on the dates of the
respective sales or final dispositions thereof, over (y) (1) the aggregate
amount of such Disposition Proceeds received during the Related Month in respect
of such Acquired Vehicles by RCFC, the Master Collateral Agent or the Trustee
(including by deposit into the Collection Account or
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the Master Collateral Account) plus (2) any Termination Payments that have
accrued with respect to such Acquired Vehicles.
"Manufacturer Event of Default" means with respect to the
Series 1999-1 Notes and with respect to any Manufacturer, (i) the occurrence of
an Event of Bankruptcy with respect to such Manufacturer, or (ii) the failure of
such Manufacturer to pay Guaranteed Payments, Repurchase Payments and/or
Incentive Payments due under, respectively, such Manufacturer's Vehicle
Disposition Programs and its incentive programs, in an aggregate amount in
excess of $25,000,000 (net of amounts that are (x) the subject of a good faith
dispute, as evidenced in a writing by either the applicable Lessee or the
Manufacturer questioning the accuracy of the amounts paid or in respect of any
such Vehicle Disposition Program or incentive programs, or (y) necessary to meet
initial eligibility requirements of a Manufacturer to receive Guaranteed
Payments, Repurchase Payments and/or Incentive Payments for a model year), which
failure in the case of each such Guaranteed Payment, Repurchase Payment and/or
Incentive Payment included in such amount in excess of $25,000,000, continues
for more than 90 days following the Disposition Date of the related Vehicle.
"Manufacturer Event of Default Losses" with respect to any
Related Month, means in the event that a Manufacturer Event of Default occurs
with respect to any Manufacturer, all payments that are required to be made (and
not yet made) by such Manufacturer to RCFC with respect to Acquired Vehicles
that are either (i) sold in accordance with applicable Auction Procedures or
returned to such Manufacturer under such Manufacturer's Vehicle Disposition
Program, or (ii) subject to an incentive program of such Manufacturer; provided
that the grace or other similar period for the determination of such
Manufacturer Event of Default expires during such Related Month.
"Manufacturer Late Payment Losses" with respect to any Related
Month, means all payments required to be made by Manufacturers under such
Manufacturers' Vehicle Disposition Programs and incentive programs with respect
to Acquired Vehicles, which are not made within ninety (90) days after the
related Disposition Dates of such Acquired Vehicles and remain unpaid at the end
of such Related Month, but only to the extent that such 90-day periods expire
during such Related Month; provided that any payments considered hereunder shall
be net of amounts that are (x) the subject of a good faith dispute as evidenced
in writing by the Manufacturer questioning the accuracy of the amounts paid or
payable in respect of any such Acquired Vehicles or (y) necessary to meet
initial eligibility requirements of a Manufacturer to receive Guaranteed
Payments, Repurchase Payments and/or Incentive Payments for a model year.
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"Market Value" means, with respect to any Non-Program Vehicle
as of any date of determination, the market value of such Non-Program Vehicle as
specified in the Related Month's published National Automobile Dealers
Association, Official Used Car Guide, Central Edition (the "NADA Guide") for the
model class and model year of such Vehicle based on the average equipment and
the average mileage of each Vehicle of such model class and model year. If such
Non-Program Vehicle is not listed in the NADA Guide published in the Related
Month preceding such date of determination, then the Black Book Official
Finance/Lease Guide (the "Lease Guide") shall be used to estimate the wholesale
price of the Non-Program Vehicle, based on the Non-Program Vehicle's model class
and model year or the closest model class and model year thereto (if appropriate
as determined by the applicable Servicer), for purposes of such months for which
the wholesale price for such Non-Program Vehicle is not so published in the NADA
Guide; provided, however, if the NADA Guide was not published in the Related
Month, then the Lease Guide shall be relied upon in its place, and if the Lease
Guide is unavailable, the Market Value of such Non-Program Vehicle shall be
based upon such other reasonable methodology as determined by the Issuer.
"Market Value Adjustment Percentage" means, as of any
Determination Date following the Series 1999-1 Closing Date, the lower of (i)
the lowest Measurement Month Average of any full Measurement Month within the
preceding 12 calendar months and (ii) a fraction expressed as a percentage, the
numerator of which equals the average of the aggregate Market Value of
Non-Program Vehicles leased under the Master Lease calculated as of the last day
of the Related Month and as of the last day of the two Related Months precedent
thereto and the denominator of which equals the average of the aggregate Net
Book Values of each such Non-Program Vehicles calculated as of such date.
"Master Collateral Agency Agreement" means the Amended and
Restated Master Collateral Agency Agreement, dated as of December 23, 1997,
among DTAG, as Master Servicer, RCFC, as grantor, Thrifty and Dollar, as
grantors and servicers, such other grantors as may become parties thereto,
various Financing Sources parties thereto, various Beneficiaries parties thereto
and the Master Collateral Agent, as such agreement may be amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms.
"Master Collateral Agent" means Bankers Trust Company, a New
York banking corporation, in its capacity as master collateral agent under the
Master Collateral Agency Agreement, unless a successor Person shall have become
the master collateral agent pursuant to the applicable provisions of the Master
Collateral Agency Agreement, and thereafter "Master Collateral Agent" shall mean
such successor Person.
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"Master Lease" means that certain Master Motor Vehicle Lease
and Servicing Agreement, dated as of December 23, 1997, among RCFC, as Lessor,
Thrifty, as a Lessee and Servicer, Dollar, as a Lessee and Servicer, those
additional Subsidiaries and Affiliates of DTAG from time to time becoming
Lessees and Servicers thereunder and DTAG, as guarantor and Master Servicer, as
the same has been or may be amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms.
"Master Lease Collateral" has the meaning set forth in
Section 3.1(a) of this Supplement.
"Master Servicer" means DTAG, in its capacity as the Master
Servicer under the Master Lease, and its successors and assigns in such capacity
in accordance with the terms of the Master Lease.
"Maximum Lease Commitment" means, on any date of
determination, the sum of (i) the Aggregate Principal Balances on such date for
all Group I Series of Notes, plus (ii) with respect to all Group I Series of
Notes that provide for Enhancement in the form of overcollateralization, the sum
of the available subordinated amounts on such date for each such Group I Series
of Notes, plus (iii) the aggregate Net Book Values of all Group I Vehicles
leased under the Master Lease on such date that were acquired, financed or
refinanced with funds other than proceeds of Group I Series of Notes or related
available subordinated amounts, plus (iv) any amounts held in the Retained
Distribution Account that the Lessor commits on or prior to such date to invest
in new Group I Vehicles for leasing under the Master Lease (as evidenced by a
Company Order) in accordance with the terms of the Master Lease and the
Indenture.
"Maximum Manufacturer Percentage" means, with respect to any
Eligible Manufacturer, the percentage amount set forth in Schedule 1 hereto (as
such schedule, subject to Rating Agency confirmation, may be amended,
supplemented, restated or otherwise modified from time to time) specified for
each Eligible Manufacturer with respect to Non-Program Vehicles and Program
Vehicles, as applicable, which percentage amount represents the maximum
percentage of Eligible Vehicles which are permitted under the Master Lease to be
Non-Program Vehicles or Program Vehicles, as the case may be, manufactured by
such Manufacturer.
"Maximum Non-Program Percentage" means, with respect to
Non-Program Vehicles, (a) if the average of the Measurement Month Averages for
any three Measurement Months during the twelve month period preceding any date
of determination shall be less than eighty five percent (85%), 0% or such other
percentage amount agreed upon by the Lessor and each of the Lessees, subject to
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Rating Agency confirmation, which percentage amount represents the maximum
percentage of the Aggregate Asset Amount which is permitted under the Master
Lease to be invested in Non-Program Vehicles; and (b) at all other times, 100%.
"Mazda" means Mazda Motor of America, Inc., a
California corporation.
"Measurement Month" with respect to any date, means, each
calendar month, or the smallest number of consecutive calendar months, preceding
such date in which (a) at least 500 Non-Program Vehicles were sold at auction or
otherwise and (b) at least one-twelfth of the aggregate Net Book Value of the
Non- Program Vehicles as of the last day of such calendar month or consecutive
calendar months were sold at auction or otherwise; provided, however, that if at
any time the Aggregate Asset Amount falls below $640,000,000, "Measurement
Month" will mean each calendar month, or the smallest number of consecutive
calendar months, preceding such date in which (a) at least one-twelfth of the
aggregate Net Book Value of the Non-Program Vehicles as of the last day of such
calendar month or consecutive calendar months were sold at auction or otherwise,
and (b) at least 300 Non-Program Vehicles were sold at auction or otherwise;
provided, further, that no calendar month included in a Measurement Month shall
be included in any other Measurement Month.
"Measurement Month Average" means, with respect to any
Measurement Month, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount of Disposition Proceeds of all Non-Program
Vehicles sold at auction or otherwise during such Measurement Month and the
denominator of which is the aggregate Net Book Value of such Non-Program
Vehicles on the dates of their respective sales.
"Minimum Class A Enhancement Amount" means, with respect to
any date of determination, the sum of (a) the product of (i) the Class A Program
Enhancement Percentage, times (ii) an amount in U.S. Dollars equal to the
aggregate Invested Amount for the Series 1999-1 Notes (without giving effect to
any reduction or increase of such Invested Amount that shall have resulted from
the allocation of any Losses, Lease Payment Losses, Recoveries or Lease Payment
Recoveries thereto) minus the product of (A) the aggregate amount of such cash
and Permitted Investments in the Group I Collection Account as of such date and
cash and Permitted Investments in the Master Collateral Account constituting
Group I Master Collateral, times (B) the Series 1999-1 Invested Percentage,
times (iii) a fraction, the numerator of which shall be the aggregate Net Book
Value of all Program Vehicles as of such date and the denominator of which shall
be the aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles
as of such date, plus (b) the product of (i) the Class A Non-Program
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Enhancement Percentage times (ii) an amount in U.S. Dollars equal to the
aggregate Invested Amount for the Series 1999-1 Notes (without giving effect to
any reduction or increase of such Invested Amount that shall have resulted from
the allocation of any Losses, Lease Payment Losses, Recoveries or Lease Payment
Recoveries thereto) as of such date minus the product of (A) the aggregate
amount of cash and Permitted Investments in the Group I Collection Account and
cash and Permitted Investments in the Master Collateral Account constituting
Group I Master Collateral, times (B) the Series 1999-1 Invested Percentage,
times (iii) a fraction, the numerator of which shall be the aggregate Net Book
Value of all Non-Program Vehicles as of such date and the denominator of which
shall be the aggregate Net Book Value of all Program Vehicles and Non-Program
Vehicles as of such date, plus (c) the Additional Overcollateralization Amount
as of such date.
"Minimum Class B Enhancement Amount" means, with respect to
any date of determination, the sum of (a) the product of (i) the Class B Program
Enhancement Percentage, times (ii) an amount in U.S. Dollars equal to the
aggregate Invested Amount for the Series 1999-1 Notes (without giving effect to
any reduction or increase of such Invested Amount that shall have resulted from
the allocation of any Losses, Lease Payment Losses, Recoveries or Lease Payment
Recoveries thereto) minus the product of (A) the aggregate amount of cash and
Permitted Investments in the Group I Collection Account as of such date and cash
and Permitted Investments in the Master Collateral Account constituting Group I
Master Collateral, times (B) the Series 1999-1 Invested Percentage, times (iii)
a fraction, the numerator of which shall be the aggregate Net Book Value of all
Program Vehicles as of such date and the denominator of which shall be the
aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of
such date, plus (b) the product of (i) the Class B Non-Program Enhancement
Percentage times (ii) an amount in U.S. Dollars equal to the aggregate Invested
Amount for the Series 1999-1 Notes (without giving effect to any reduction or
increase of such Invested Amount that shall have resulted from the allocation of
any Losses, Lease Payment Losses, Recoveries or Lease Payment Recoveries
thereto) as of such date minus the product of (A) the aggregate amount of cash
and Permitted Investments in the Group I Collection Account and cash and
Permitted Investments in the Master Collateral Account constituting Group I
Master Collateral, times (B) the Series 1999-1 Invested Percentage, times (iii)
a fraction, the numerator of which shall be the aggregate Net Book Value of all
Non-Program Vehicles as of such date and the denominator of which shall be the
aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of
such date, plus (c) the Additional Overcollateralization Amount as of such date.
"Minimum Class C Enhancement Amount" means, with
respect to any date of determination, the sum of (a) the product
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of (i) the Class C Program Enhancement Percentage, times (ii) an amount in U.S.
Dollars equal to the aggregate Invested Amount for the Series 1999-1 Notes
(without giving effect to any reduction or increase of such Invested Amount that
shall have resulted from the allocation of any Losses, Lease Payment Losses,
Recoveries or Lease Payment Recoveries thereto) minus the product of (A) the
aggregate amount of cash and Permitted Investments in the Group I Collection
Account as of such date and cash and Permitted Investments in the Master
Collateral Account constituting Group I Master Collateral, times (B) the Series
1999-1 Invested Percentage, times (iii) a fraction, the numerator of which shall
be the aggregate Net Book Value of all Program Vehicles as of such date and the
denominator of which shall be the aggregate Net Book Value of all Program
Vehicles and Non-Program Vehicles as of such date, plus (b) the product of (i)
the Class C Non-Program Enhancement Percentage times (ii) an amount in U.S.
Dollars equal to the aggregate Invested Amount for the Series 1999-1 Notes
(without giving effect to any reduction or increase of such Invested Amount that
shall have resulted from the allocation of any Losses, Lease Payment Losses,
Recoveries or Lease Payment Recoveries thereto) as of such date minus the
product of (A) the aggregate amount of cash and Permitted Investments in the
Group I Collection Account and cash and Permitted Investments in the Master
Collateral Account constituting Group I Master Collateral, times (B) the Series
1999-1 Invested Percentage, times (iii) a fraction, the numerator of which shall
be the aggregate Net Book Value of all Non-Program Vehicles as of such date and
the denominator of which shall be the aggregate Net Book Value of all Program
Vehicles and Non-Program Vehicles as of such date, plus (c) the Additional
Overcollateralization Amount as of such date.
"Minimum Class D Enhancement Amount" means, with respect to
any date of determination, the sum of (a) the product of (i) the Class D Program
Enhancement Percentage, times (ii) an amount in U.S. Dollars equal to the
aggregate Invested Amount for the Series 1999-1 Notes (without giving effect to
any reduction or increase of such Invested Amount that shall have resulted from
the allocation of any Losses, Lease Payment Losses, Recoveries or Lease Payment
Recoveries thereto) minus the product of (A) the aggregate amount of cash and
Permitted Investments in the Group I Collection Account as of such date and cash
and Permitted Investments in the Master Collateral Account constituting Group I
Master Collateral, times (B) the Series 1999-1 Invested Percentage, times (iii)
a fraction, the numerator of which shall be the aggregate Net Book Value of all
Program Vehicles as of such date and the denominator of which shall be the
aggregate Net Book Value of all Program Vehicles and Non-Program Vehicles as of
such date, plus (b) the product of (i) the Class D Non-Program Enhancement
Percentage times (ii) an amount in U.S. Dollars equal to the aggregate Invested
Amount for the Series 1999-1 Notes (without giving effect to any reduction or
increase of such Invested Amount that shall have resulted from the allocation of
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any Losses, Lease Payment Losses, Recoveries or Lease Payment Recoveries
thereto) as of such date minus the product of (A) the aggregate amount of cash
and Permitted Investments in the Group I Collection Account and cash and
Permitted Investments constituting Group I Master Collateral, times (B) the
Series 1999-1 Invested Percentage, times (iii) a fraction, the numerator of
which shall be the aggregate Net Book Value of all Non-Program Vehicles as of
such date and the denominator of which shall be the aggregate Net Book Value of
all Program Vehicles and Non- Program Vehicles as of such date, plus (c) the
Additional Overcollateralization Amount as of such date.
"Minimum Enhancement Amount" means, collectively, the Minimum
Class A Enhancement Amount, the Minimum Class B Enhancement Amount, the Minimum
Class C Enhancement Amount and the Minimum Class D Enhancement Amount.
"Minimum Series 1999-1 Letter of Credit Amount" means, with
respect to any date of determination, an amount equal to (a) the greatest of (i)
the Minimum Class A Enhancement Amount, (ii) the Minimum Class B Enhancement
Amount, (iii) the Minimum Class C Enhancement Amount and (iv) the Minimum Class
D Enhancement Amount, minus (b) the Series 1999-1 Available Subordinated Amount.
"Minimum Subordinated Amount" means, with respect to any date
of determination, the greater of (a) 2.25% of the Invested Amount of the Series
1999-1 Notes outstanding on such date and (b) an amount equal to (i) the
greatest of (w) the Minimum Class A Enhancement Amount, (x) the Minimum Class B
Enhancement Amount, (y) the Minimum Class C Enhancement Amount and (z) the
Minimum Class D Enhancement Amount, minus (ii) the Series 1999-1 Letter of
Credit Amount.
"Mitsubishi" means Mitsubishi Motors Corporation, a
corporation organized under the laws of Japan.
"Moody's" means Moody's Investors Service, Inc.
"Monthly Base Rent is defined in paragraph 9 of Annex A and
paragraph 6 of Annex B to the Master Lease.
"Monthly Certificate" is defined in Section 24.4(b) of
the Master Lease.
"Monthly Finance Rent" is defined in paragraph 6 of Annex B to
the Master Lease.
"Monthly Supplemental Payment" is defined in paragraph 6 of
Annex B to the Master Lease.
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"Monthly Variable Rent" is defined in paragraph 9 of Annex A
to the Master Lease.
"Nissan" means Nissan Motor Corporation U.S.A., a
California corporation.
"Non-Program Vehicle" means a Group I Vehicle that, when
acquired by RCFC, Thrifty or Dollar, as the case may be, from an Eligible
Manufacturer, or when so designated by the Master Servicer, in each case subject
to the limitations described herein, is not eligible for inclusion in any
Eligible Vehicle Disposition Program.
"Note Purchase Agreement" means the Note Purchase Agreement,
dated as of April 29, 1999 among RCFC, DTAG and the Initial Purchasers, pursuant
to which the Initial Purchasers agree to purchase the Series 1999-1 Notes from
RCFC, subject to the terms and conditions set forth therein, or any successor
agreement to such effect among RCFC, DTAG and the Initial Purchasers, their
successors, in any case as such agreement may be amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof.
"Officer's Certificate" means a certificate signed by an
Authorized Officer of DTAG, RCFC or a Lessee, as applicable.
"Operating Lease" means the Master Lease as supplemented by
Annex A to the Master Lease.
"Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to DTAG, RCFC or a Lessee, as the case may be, unless the Required
Beneficiaries shall notify the Trustee of objection thereto.
"Overcollateralization Portion" means, as of any date of
determination, (i) the sum of the amounts determined pursuant to clauses(a) and
(b) of the definition of Minimum Class A Enhancement Amount as of such date
minus (ii) the Series 1999-1 Letter of Credit Amount as of such date.
"Payment Date" means the 25th day of each calendar month, or,
if such day is not a Business Day, the next succeeding Business Day, commencing
June 25, 1999.
"Permanent Global Class A Notes" has the meaning specified in
Section 7.1(b) of this Supplement.
"Permanent Global Class B Notes" has the meaning specified in
Section 7.2(b) of this Supplement.
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"Permanent Global Class C Note" has the meaning specified in
Section 7.3(b) of this Supplement.
"Permanent Global Class D Note" has the meaning specified in
Section 7.4(b) of this Supplement.
"Permitted Investments" means negotiable instruments or
securities maturing on or before the Payment Date next occurring after the
investment therein, represented by instruments in bearer, registered or
book-entry form which evidence (i) obligations the full and timely payment of
which are to be made by or is fully guaranteed by the United States of America;
(ii) demand deposits of, time deposits in, or certificates of deposit issued by,
any depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by Federal or state banking or depositary institution authorities;
provided, however, that at the earlier of (x) the time of the investment and (y)
the time of the contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such obligation whose rating is based on collateral or on the credit
of a Person other than such institution or trust company) of such depositary
institution or trust company shall have a credit rating from Standard & Poor's
of "A-1+", from Moody's of "P-1", and from DCR of at least "D-1+" (if rated by
DCR), in the case of certificates of deposit or short-term deposits, or a rating
from Standard & Poor's of at least "AAA", from Moody's of at least "Aaa" and
from DCR of at least "AAA" (if rated by DCR), in the case of long-term unsecured
debt obligations; (iii) commercial paper having, at the earlier of (x) the time
of the investment and (y) the time of contractual commitment to invest therein,
a rating from Standard & Poor's of "A-1+", from Moody's of "P-1" and from DCR of
at least "D-1+" (if rated by DCR); (iv) demand deposits or time deposits which
are fully insured by the Federal Deposit Insurance Company; (v) bankers'
acceptances issued by any depositary institution or trust company described in
clause (ii) above; (vi) investments in money market funds rated at least "AAAm"
by Standard & Poor's or otherwise approved in writing by Standard & Poor's, at
least "Aaa" by Moody's or otherwise approved in writing by Moody's, and rated at
least "AAA" by DCR (if rated by DCR); (vii) Eurodollar time deposits having a
credit rating from Standard & Poor's of "A-1+", from Moody's of "P-1" and from
DCR of at least "D-1+" (if rated by DCR); (viii) repurchase agreements involving
any of the Permitted Investments described in clauses (i) and (vii) and the
certificates of deposit described in clause (ii) which are entered into with a
depository institution or trust company having a commercial paper or short-term
certificate of deposit rating of "A-1+" by Standard & Poor's, "P-1" from Moody's
and of at least "D-1+" from DCR (if rated by DCR) or otherwise is approved as to
collateralization by the Rating Agencies; and (ix)
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any other instruments or securities, if the Rating Agencies confirm in writing
that such investment will not adversely affect any ratings with respect to any
Series.
"Permitted Principal Draw Amount" means, with respect to any
date during an Insolvency Period, the difference between (i) the excess of the
Series 1999-1 Letter of Credit Amount as of the related Insolvency Period
Commencement Date over the Liquidity Amount as of the related Insolvency Period
Commencement Date and (ii) the Accumulated Principal Draw Amount as of such date
during the Insolvency Period.
"Pool Factor" means, on any Determination Date, (a) with
respect to the Class A Notes, a number carried out to eight decimals
representing the ratio of the Class A Invested Amount as of such date
(determined after taking into account any decreases in the Class A Invested
Amount which will occur on the following Payment Date) to the Class A Initial
Invested Amount,(b) with respect to the Class B Notes, a number carried out to
eight decimals representing the ratio of the Class B Invested Amount as of such
date (determined after taking into account any decreases in the Class B Invested
Amount which will occur on the following Payment Date) to the Class B Initial
Invested Amount, (c) with respect to the Class C Notes, a number carried out to
eight decimals representing the ratio of the Class C Invested Amount as of such
date (determined after taking into account any decreases in the Class C Invested
Amount which will occur on the following Payment Date) to the Class C Initial
Invested Amount, and (d) with respect to the Class D Notes, a number carried out
to eight decimals representing the ratio of the Class D Invested Amount as of
such date (determined after taking into account any decreases in the Class D
Invested Amount which will occur on the following Payment Date) to the Class D
Initial Invested Amount.
"Principal Collections" means Collections other than Interest
Collections, Recoveries (not including Recoveries reallocated as Collections
during the Series 1999-1 Rapid Amortization Period pursuant to Section
4.7(c)(ii)(1)) and Lease
Payment Recoveries.
"Private Placement Memorandum" means the Private Placement
Memorandum dated April 21, 1999, relating to the Series 1999-1 Notes, including
the Supplement to Private Placement Memorandum dated April 21, 1999, as such
Private Placement Memorandum and such Supplement to Private Placement Memorandum
may be amended, supplemented, restated or otherwise modified from time to time.
"Program Vehicle" means any Group I Vehicle which at
the time of purchase or financing by RCFC or a Lessee, as the
-30-
case may be, is eligible under a Eligible Vehicle Disposition
Program.
"Purchaser Late Payment Losses" means, with respect to any
Related Month, all payments required to be made by any person or entity in
connection with the sale or other final disposition of Acquired Vehicles that
are Group I Vehicles, which payments are not made sixty (60) days after such
payments are due, provided that such sixty (60) day periods expire during such
Related Month.
"Qualified Institution" means a depositary institution or
trust company (which may include the Trustee) organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia; provided, however, that at all times such depositary institution or
trust company is a member of the FDIC and has (i) has a long-term indebtedness
rating from Standard & Poor's of not lower than "AA", from Moody's of not lower
than "Aa2" and from DCR of not lower than "AA" and a short-term indebtedness of
rating from Standard & Poor's not lower than "A-1+", from Moody's of not less
than "P-1" and from DCR of not lower than "D-1+" (if rated by DCR), or (ii) has
such other rating which has been approved by the Rating Agencies.
"Rating Agencies" means, with respect to the Series 1999-1
Notes, Standard & Poor's, DCR and Moody's.
"Rating Agency Condition" means, with respect to any action,
that each Rating Agency shall have notified RCFC, DTAG, the Series 1999-1 Letter
of Credit Provider and the Trustee in writing that such action will not result
in a reduction or withdrawal of the rating (in effect immediately before the
taking of such action) of any outstanding Group I Series of Notes with respect
to which it is a Rating Agency and, with respect to the issuance of a new Group
I Series of Notes, the "Rating Agency Condition" also means that each rating
agency that is referred to in the related Placement Memorandum Supplement as
being required to deliver its rating with respect to such Series of Notes shall
have notified RCFC, DTAG, the Series 1999-1 Letter of Credit Provider and the
Trustee in writing that such rating has been issued by such rating agency.
"RCFC" has the meaning set forth in the preamble.
"RCFC Agreements" has the meaning set forth in Section
3.1(a)(i) of this Supplement.
"RCFC Obligations" means all principal and interest, at any
time and from time to time, owing by RCFC on the Notes and all costs, fees and
expenses payable by, or obligations of, RCFC under the Indenture and the Related
Documents.
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"Recoveries" means, with respect to any Related Month, the sum
(without duplication) of (i) all amounts received by RCFC, the Master Collateral
Agent or the Trustee (including by deposit into the Group I Collection Account
or the Master Collateral Account) from any Person during such Related Month in
respect of Losses, plus (ii) the excess, if any, of (x) the aggregate amount of
Disposition Proceeds received during such Related Month by RCFC, the Master
Collateral Agent or the Trustee (including by deposit into the Group I
Collection Account or the Master Collateral Account) and resulting from the sale
or other final disposition of Acquired Vehicles that are Group I Vehicles (other
than pursuant to Vehicle Disposition Programs) plus any Termination Payments
that have accrued with respect to such Acquired Vehicles, over (y) the Net Book
Values of such Acquired Vehicles, calculated on the dates of the respective
sales or dispositions thereof.
"Related Documents" means, collectively, the Indenture, the
Notes, any Enhancement Agreement, the Master Lease, the Master Collateral Agency
Agreement and any grantor supplements and financing source and beneficiary
supplements thereto involving the Trustee as Beneficiary, the Assignment
Agreements and the Note Purchase Agreement.
"Repurchase Date" has the meaning specified in Section
8.1(a) of this Supplement.
"Repurchase Price" has the meaning specified in Section
8.1(b) of this Supplement.
"Required Asset Amount" means with respect to the Series
1999-1 Notes, at any date of determination, the sum of (i) the Invested Amount
(without giving effect to any reduction or increase of such Invested Amount that
shall have resulted from the allocation of any Losses, Lease Payment Losses,
Recoveries or Lease Payment Recoveries thereto) for all Group I Series of Notes
that do not provide for Enhancement in the form of overcollateralization plus
(ii) with respect to all Group I Series of Notes that provide for Enhancement in
the form of overcollateralization, the sum of (a) the Invested Amount for all
such Series of Notes, plus (b) the available subordinated amounts required to be
maintained as part of the minimum enhancement amount for all such Series of
Notes.
"Required Beneficiaries" means Noteholders holding in excess
of 50% of the Aggregate Invested Amount of all outstanding Group I Series of
Notes (excluding, for the purposes of making the foregoing calculation, any
notes held by DTAG or any Affiliate of DTAG).
"Required Noteholders" means Noteholders holding in
excess of 50% of the Aggregate Invested Amount of all outstanding
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Series 1999-1 Notes (excluding, for the purposes of making the foregoing
calculation, any Notes held by DTAG or any Affiliate of DTAG).
"Responsible Officer" means, with respect to DTAG, RCFC,
Thrifty, Dollar or any Additional Lessee, any President, Vice President,
Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant
Treasurer, or any officer performing functions similar to those customarily
performed by the person who at the time shall be such officer.
"Restricted Global Class A Notes" has the meaning specified in
Section 7.1(a) of this Supplement.
"Restricted Global Class B Notes" has the meaning specified in
Section 7.2(a) of this Supplement.
"Restricted Global Class C Notes" has the meaning specified in
Section 7.3(a) of this Supplement.
"Restricted Global Class D Notes" has the meaning specified in
Section 7.4(a) of this Supplement.
"Retained Interest Amount" means, on any date of
determination, the amount, if any, by which the Aggregate Asset Amount at the
end of the day immediately prior to such date of determination, exceeds the
Required Asset Amount at the end of such day.
"Retained Interest" means the transferable indirect interest
in RCFC's assets held by the Retained Interestholder to the extent relating to
the Group I Collateral, including the right to receive payments with respect to
such collateral in respect of the Retained Interest Amount.
"Retained Interest Percentage" means, on any date of
determination, when used with respect to Group I Collections that are Principal
Collections, Recoveries, Lease Payment Recoveries, Losses, Lease Payment Losses
and other amounts, an amount equal to one hundred percent (100%) minus the sum
of (i) the invested percentages for all outstanding Group I Series of Notes and
(ii) the available subordinated amount percentages for all Group I Series of
Notes that provide for credit enhancement in the form of overcollateralization,
including all classes of such Series of Notes, in each case as such percentages
are calculated on such date with respect to Group I Collections that are
Principal Collections, Recoveries, Lease Payment Recoveries, Losses, Lease
Payment Losses and other amounts, as applicable.
"Retained Interestholder" means DTAG as the owner of all
outstanding capital stock of RCFC or any permitted successor or assign.
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"Series 1997-1 Noteholders" means, collectively, the
holders of the Series 1997-1 Notes.
"Series 1997-1 Notes" has the meaning specified in
Section 1.1(d) of this Supplement.
"Series 1999-1 Accrued Interest Account" has the meaning
specified in Section 4.6(b) of this Supplement.
"Series 1999-1 Available Subordinated Amount" means, for any
date of determination, an amount equal to (a) the Series 1999-1 Available
Subordinated Amount for the preceding Determination Date, minus (b) the Series
1999-1 Available Subordinated Amount Incremental Losses for the Related Month,
plus (c) the Series 1999-1 Available Subordinated Amount Incremental Recoveries
for the Related Month, minus (d) the Series 1999-1 Lease Payment Losses
allocable to the Series 1999-1 Available Subordinated Amount pursuant to Section
4.7 of this Supplement since the preceding Determination Date, plus (e) the
Series 1999-1 Lease Payment Recoveries allocable to the Series 1999-1 Available
Subordinated Amount pursuant to Section 4.7 of this Supplement since the
preceding Determination Date, plus (f) additional amounts, if any, contributed
by RCFC since the preceding Determination Date (or in the case of the first
Determination Date, since the Series 1999-1 Closing Date) to the Series 1999-1
Excess Funding Account for allocation to the Series 1999-1 Available
Subordinated Amount, including any Cash Liquidity Amount, plus (g) the aggregate
Net Book Value of additional Eligible Vehicles contributed by the Retained
Interestholder since the preceding Determination Date (or in the case of the
first Determination Date, since the Series 1999-1 Closing Date) as Master
Collateral for allocation to the Series 1999-1 Available Subordinated Amount
pursuant to the Indenture, minus (h) any amounts withdrawn from the Series
1999-1 Excess Funding Account since the preceding Determination Date (or in the
case of the first Determination Date, since the Series 1999-1 Closing Date) for
allocation to the Retained Distribution Account. The "Series 1999-1 Available
Subordinated Amount" for the Series 1999-1 Closing Date through the first
Determination Date shall mean $15,000,000.
"Series 1999-1 Available Subordinated Amount Incremental
Losses" means, for any Related Month, the sum of all Losses that became Losses
during such Related Month and which were allocated to the Series 1999-1
Available Subordinated Amount pursuant to Section 4.7 of this Supplement.
"Series 1999-1 Available Subordinated Amount Incremental
Recoveries" means, for any Related Month, the sum of all Recoveries that became
Recoveries during such Related Month and which were allocated to the Series
1999-1 Available Subordinated Amount pursuant to Section 4.7 of this Supplement.
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"Series 1999-1 Available Subordinated Amount Maximum Increase"
means 1.1% of the sum of the Series 1999-1 Initial Invested Amount and the
Series 1999-1 Available Subordinated Amount provided, however, that if (i) a
Series 1999-1 Enhancement Deficiency arises out of any Losses or Lease Payment
Losses and (ii) the Rating Agencies shall have notified RCFC and the Trustee in
writing that, after cure of such Series 1999-1 Enhancement Deficiency is
provided for, the Class A Notes, the Class B Notes, the Class C Notes, and the
Class D Notes, will each receive the same rating from the Rating Agencies as
they received immediately prior to the occurrence of such Series 1999-1
Enhancement Deficiency, then the Series 1999-1 Available Subordinated Amount
Maximum Increase applicable to the cure of such Series 1999-1 Enhancement
Deficiency shall not be limited in amount.
"Series 1999-1 Cash Collateral Account" has the meaning
specified in Section 4.20(a) of this Supplement.
"Series 1999-1 Cash Collateral Account Surplus" means, as of
any date of determination subsequent to the establishment and funding of the
Series 1999-1 Cash Collateral Account pursuant to Section 4.21(a) of this
Supplement, the amount, if any, by which (a) the Series 1999-1 Letter of Credit
Amount exceeds (b) the Minimum Series 1999-1 Letter of Credit Amount.
"Series 1999-1 Cash Liquidity Account" has the meaning
specified in Section 4.6(b) of this Supplement.
"Series 1999-1 Closing Date" means April 29, 1999.
"Series 1999-1 Collection Account" has the meaning specified
in Section 4.6(a) of this Supplement.
"Series 1999-1 Controlled Amortization Period" means any or
all of the Class A Controlled Amortization Period, the Class B Controlled
Amortization Period, the Class C Controlled Amortization Period, and the Class D
Controlled Amortization
Period, as the context requires.
"Series 1999-1 Deposit Date" has the meaning specified in
Section 4.7 of this Supplement.
"Series 1999-1 Enhancement Deficiency" means, with respect to
any date of determination, the amount, if any, by which (a) the Class A
Enhancement Amount is less than the Minimum Class A Enhancement Amount for such
day, (b) the Class B Enhancement Amount is less than the Minimum Class B
Enhancement Amount for such day, (c) the Class C Enhancement Amount is less than
the Minimum Class C Enhancement Amount for such day, or (d) the Class D
Enhancement Amount is less than the Minimum Class D Enhancement Amount for such
day, as the context requires.
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"Series 1999-1 Enhancement Factor" means, as of any date of
determination, an amount equal to (i) 100% minus (ii) the percentage equivalent
of a fraction, the numerator of which is the sum of the amounts determined
pursuant to clauses (a) and (b) of the definition of Minimum Class D Enhancement
Amount as of such date and the denominator of which is the Invested Amount for
the Series 1999-1 Notes as of such date.
"Series 1999-1 Excess Funding Account" has the meaning
specified in Section 4.6(a) of this Supplement.
"Series 1999-1 Initial Invested Amount" means
$250,000,000.
"Series 1999-1 Interest Collections" means on any date of
determination, all Collections in the Group I Collection Account which represent
Monthly Variable Rent, Monthly Finance Rent or the Availability Payment under
the Master Lease accrued with respect to the Series 1999-1 Notes, plus the
Series 1999-1 Invested Percentage of any amount earned on Permitted Investments
in the Series 1999-1 Collection Account which constitute Group I Collateral and
which are available for distribution on such date.
"Series 1999-1 Interest Period" means a period from and
including a Payment Date to but excluding the next succeeding Payment Date;
provided, however, that the initial Series 1999-1 Interest Period shall be from
the Series 1999-1 Closing Date to the initial Payment Date.
"Series 1999-1 Invested Percentage" means, on any date
of determination:
(i) when used with respect to Principal Collections, during
the Series 1999-1 Revolving Period, and when used with respect to
Losses, Lease Payment Losses, Recoveries, Lease Payment Recoveries,
cash on deposit in the Master Collateral Account and the Collection
Account, the Minimum Class A Enhancement Amount, the Minimum Class B
Enhancement Amount, the Minimum Class C Enhancement Amount, the Minimum
Class D Enhancement Amount, and other amounts at all times, the
percentage equivalent of a fraction, the numerator of which shall be an
amount equal to the sum of (x) the Invested Amount and (y) the Series
1999-1 Available Subordinated Amount, in each case as of the end of the
second preceding Related Month or, until the end of the second Related
Month, as of the Series 1999-1 Closing Date, and the denominator of
which shall be the greater of (A) the Aggregate Asset Amount as of the
end of the second preceding Related Month or, until the end of the
second Related Month, as of the Series 1999-1 Closing Date, and (B) as
of the same date as in clause (A), the sum of the numerators used to
determine (i) invested percentages for allocations with
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respect to Principal Collections (for all Group I Series of Notes
including all classes of such Series of Notes) and (ii) available
subordinated amount percentages for allocations with respect to
Principal Collections (for all Group I Series of Notes that provide for
credit enhancement in the form of overcollateralization); and
(ii) when used with respect to Principal Collections during
the Series 1999-1 Controlled Amortization Period and the Series 1999-1
Rapid Amortization Period, the percentage equivalent of a fraction, the
numerator of which shall be an amount equal to the sum of (x) the
Invested Amount and (y) the Series 1999-1 Available Subordinated
Amount, in each case as of the end of the related Series 1999-1
Revolving Period, and the denominator of which shall be the greater of
(A) the Aggregate Asset Amount as of the end of the second preceding
Related Month and (B) as of the same date as in clause (A), the sum of
the numerators used to determine (i) invested percentages for
allocations with respect to Principal Collections (for all Group I
Series of Notes including all classes of such Series of Notes) and (ii)
available subordinated amount percentages for allocations with respect
to Principal Collections (for all Group I Series of Notes that provide
for credit enhancement in the form of overcollateralization).
"Series 1999-1 Investor Monthly Servicing Fee" means the
Series 1999-1 Invested Percentage of the Group I Monthly Servicing Fee.
"Series 1999-1 Lease Payment Losses" means, as of any
Determination Date, an amount equal to the Series 1999-1 Invested Percentage of
Lease Payment Losses as of such date.
"Series 1999-1 Lease Payment Recoveries" means, as of any
Determination Date, the Series 1999-1 Invested Percentage of all Lease Payment
Recoveries during the Related Month.
"Series 1999-1 Letter of Credit" means the irrevocable letter
of credit issued by the Series 1999-1 Letter of Credit Provider in favor of the
Trustee for the benefit of the Series 1999-1 Noteholders or any successor or
replacement letter of credit meeting the requirements of this Supplement and the
Master Lease.
"Series 1999-1 Letter of Credit Amount" means, as of any date
of determination, the amount (a) available to be drawn on such date under the
Series 1999-1 Letter of Credit, as specified therein or (b) if the Series 1999-1
Cash Collateral Account has been established and funded pursuant to Section 4.21
of this Supplement, the amount on deposit in the Series 1999-1 Cash Collateral
Account on such date, which in either case in no
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event shall be less than the Minimum Series 1999-1 Letter of Credit Amount.
"Series 1999-1 Letter of Credit Expiration Date" means the
date the Series 1999-1 Letter of Credit expires as specified in the Series
1999-1 Letter of Credit.
"Series 1999-1 Letter of Credit Provider" means Credit Suisse
First Boston, a Swiss banking corporation, or such other Person providing the
Series 1999-1 Letter of Credit in accordance with the terms of this Supplement
and the Master Lease.
"Series 1999-1 Monthly Servicing Fee" means the Series 1999-1
Invested Percentage of the Group I Monthly Servicing Fee.
"Series 1999-1 Monthly Supplemental Servicing Fee" means the
Series 1999-1 Invested Percentage of the Group I Supplemental Servicing Fee.
"Series 1999-1 Note Prepayment Premium" has the meaning
specified in Section 8.1(c) of this Supplement.
"Series 1999-1 Noteholders" means, collectively, the
Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the
Class D Noteholders.
"Series 1999-1 Notes" has the meaning specified in the first
paragraph of Article 1 of this Supplement.
"Series 1999-1 Principal Allocation" has the meaning specified
in Section 4.7(a)(i)(2) of this Supplement.
"Series 1999-1 Rapid Amortization Period" means the period
beginning at the close of business on the Business Day immediately preceding the
day on which an Amortization Event is deemed to have occurred with respect to
the Series 1999-1 Notes and ending upon the earliest to occur of (i) the date on
which the Series 1999-1 Notes are paid in full, (ii) the Series 1999-1
Termination Date and (iii) the termination of the Indenture in accordance with
its terms.
"Series 1999-1 Revolving Period" means, with respect to any
class of the Series 1999-1 Notes, the period from and including the Series
1999-1 Closing Date to the earlier of (i) the commencement of the Series 1999-1
Controlled Amortization Period related to such class of Notes and (ii) the
commencement (if any) of the Series 1999-1 Rapid Amortization Period.
"Series 1999-1 Termination Date" means, with respect to the
Class A Notes, Class B Notes, Class C Notes and the Class D Notes, the February
2007 Payment Date.
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"Servicer" means Thrifty, Dollar or any Additional Lessee, as
applicable, in its capacity as a servicer under the Master Lease and any
successor servicer thereunder.
"Shared Principal Collections" means, as of any Payment Date,
Principal Collections allocable to a Group I Series of Notes as of such Payment
Date that are not required to make principal payments with respect to such Group
I Series of Notes as of such Payment Date under the related Series Supplement
and are allocable in accordance with the terms of such Series Supplement to make
payments on other Group I Series of Notes.
"Sublease" means a standardized lease agreement, for the
leasing of Vehicles, between a Lessee, as lessor, and an Eligible Franchisee, as
lessee.
"Temporary Global Class A Notes" has the meaning specified in
Section 7.1(b) of this Supplement.
"Temporary Global Class B Notes" has the meaning specified in
Section 7.2(b) of this Supplement.
"Temporary Global Class C Note" has the meaning specified in
Section 7.3(b) of this Supplement.
"Temporary Global Class D Note" has the meaning specified in
Section 7.4(b) of this Supplement.
"Termination Payment" is defined in Section 12.3 of the
Master Lease.
"Toyota" means Toyota Motor Sales, U.S.A., Inc., a
California corporation
"U.S. Dollar" means the lawful currency of the United
States of America.
"Vehicle Lease Expiration Date" with respect to each Group I
Vehicle, means the earliest of (i) the Disposition Date for such Group I
Vehicle, (ii) if such Group I Vehicle becomes a Casualty, the date funds in the
amount of the Net Book Value thereof are received by the Lessor, the Master
Collateral Agent or the Trustee (including by deposit into the Collection
Account or the Master Collateral Account) from any of the Lessees in accordance
with the Master Lease, and (iii) the Maximum Vehicle Lease Term of the Operating
Lease and the Financing Lease, as applicable, as specified in, respectively,
paragraph 5 of each of Annex A and Annex B to the Master Lease.
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"Vehicle Term" is defined in Section 3.1 of the Master
------------ -----------
Lease.
(c) Subordination Provisions. The following shall govern the
interpretation and construction of the subordination provisions of this
Supplement (including Sections 1.1, 4.8, 4.9, 4.10, 4.14, 4.16, 4.23 and 4.25
hereof): (i) this Supplement is intended to constitute a subordination agreement
under New York law, (ii) the subordination provided for in this Supplement is
intended to and shall be deemed to constitute a "complete subordination" under
New York law, and, as such, shall be applicable whether or not the Issuer or any
of the Series 1999-1 Noteholders is a debtor in a case (a "bankruptcy case")
under title 11 of the United States Code (or any amended or successor version
thereof) (the "Bankruptcy Code"), (iii) (A) any reference to Class A, Class B,
Class C or Class D Notes shall include all obligations of the Issuer now or
hereafter existing under each such Series 1999-1 Note, whether for principal,
interest, fees, expenses or otherwise, and (B) without limiting the generality
of the foregoing, "interest" owing on the Class A, Class B, Class C or Class D
Notes shall expressly include any and all interest accruing after the
commencement of any bankruptcy case or other insolvency proceeding where the
Issuer is the debtor, notwithstanding any provision or rule of law (including,
without limitation, 11 U.S.C. ss.ss. 502, 506(b) (1994) (or any amended or
successor version thereof)) that might restrict the rights of any holder of any
of such Series 1999-1 Notes, as against the Issuer or any one else, to collect
such interest, (iv) "payments" prohibited under the subordination provisions of
this Supplement shall include any distributions of any type, whether cash, other
debt instruments, or any equity instruments, regardless of the source thereof,
and (v) the holder of any Series 1999-1 Note retains such holder's right, under
11 U.S.C. ss. 1126 (1994) (or any amended or successor version thereof), to vote
to accept or reject any plan of reorganization proposed for the Issuer in any
subsequent bankruptcy of the Issuer; provided, however, that, regardless of any
such vote or of the exercise of any other rights such holder (or its agents) may
have under the Bankruptcy Code, and without limiting the generality of the other
clauses of this Section 2.1(c), any distributions that such holder is to receive
on account of such holder's Series 1999-1 Notes under any such plan of
reorganization, from the Issuer, from any collateral, from any guarantor, or
from any other source shall be subordinated in right of payment as set forth
herein and shall instead be distributed in the order of priority set forth
herein.
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ARTICLE 3
GRANT OF RIGHTS UNDER THE MASTER LEASE
Section 3.1 Grant of Security Interest.
(a) To secure the RCFC Obligations and to secure compliance
with the provisions of the Base Indenture and this Supplement, RCFC hereby
pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for
the benefit of the holders of any of the Group I Series of Notes (the "Group I
Noteholders", and hereby grants to the Trustee, for the benefit of the Group I
Noteholders, a security interest in all of RCFC's right, title and interest in
and to all of the following assets, property and interest in property of RCFC,
whether now owned or hereafter acquired or created, as it relates to the Master
Lease, as that term is defined in this Supplement (all of the foregoing being
referred to as the "Master Lease Collateral"):
(i) the rights of RCFC under the Master Lease and any other agreements relating
to the Vehicles to which RCFC is a party other than the Vehicle Disposition
Programs and any Vehicle insurance agreements (collectively, the "RCFC
Agreements"), including, without limitation, all monies due and to become due to
RCFC from the Lessees under or in connection with the RCFC Agreements, whether
payable as rent, guaranty payments, fees, expenses, costs, indemnities,
insurance recoveries, damages for the breach of any of the RCFC Agreements or
otherwise, and all rights, remedies, powers, privileges and claims of RCFC
against any other party under or with respect to the RCFC Agreements (whether
arising pursuant to the terms of such RCFC Agreements or otherwise available to
RCFC at law or in equity), including the right to enforce any of the RCFC
Agreements as provided herein and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the RCFC Agreements or the obligations of any party thereunder;
(ii) the Demand Note;
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(iii) all proceeds, products, offspring, rents or profits of any and all of the
foregoing including, without limitation, payments under insurance (whether
or not the Trustee is the loss payee thereof), and cash;
provided, however, the Master Lease Collateral shall not include the Retained
Distribution Account, any funds on deposit therein from time to time, any
certificates or instruments, if any, representing or evidencing any or all of
the Retained Distribution Account or the funds on deposit therein from time to
time, or any Permitted Investments made at any time and from time to time with
the funds on deposit in the Retained Distribution Account (including the income
thereon).
(b) The Trustee, as trustee on behalf of the Group I
Noteholders, acknowledges the foregoing grant, accepts the trusts under this
Supplement in accordance with the provisions of the Indenture and this
Supplement and agrees to perform its duties required in this Supplement to the
best of its abilities to the end that the interests of the Group I Noteholders
may be adequately and effectively protected. The Master Lease Collateral shall
secure the Group I Series of Notes equally and ratably without prejudice,
priority (except as otherwise stated in this Supplement) or distinction.
ARTICLE 4
ALLOCATION AND APPLICATION OF COLLECTIONS
Any provisions of Article 4 of the Base Indenture and the
Series 1997-1 Supplement which allocate and apply Collections shall continue to
apply irrespective of the issuance of the Series 1999-1 Notes. Sections 4.1
through 4.5 of the Base Indenture shall be read in their entirety as provided in
the Base Indenture, provided that for purposes of the Series 1999-1 Notes,
clauses (c), (d) and (e) of Section 4.2 of the Base Indenture shall be modified
as permitted by Section 11.1(f) of the Base Indenture and shall read as follows:
(c) Right of Master Servicer to Deduct Fees. Notwithstanding
anything in this Indenture to the contrary but subject to any limitations set
forth in the applicable Supplement, as long as (x) the Master Servicer is DTAG
or an Affiliate of DTAG and (y) the Retained Interest Amount equals or exceeds
zero, the Master Servicer (i) may make or cause to be made deposits of
Collections to the Group I Collection Account net of any amounts which are
allocable to the Retained Distribution Account and represent amounts due and
owing to it in its capacity as Master Servicer and (ii) need not deposit or
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cause to be deposited any amounts to be paid to the Master Servicer pursuant to
this Section 4.2 and such amounts will be deemed paid to the Master Servicer, as
the case may be, pursuant to this Section 4.2.
(d) Sharing Collections. To the extent that Principal
Collections that are allocated to the Series 1999-1 Notes on a Payment Date are
not needed to make payments of principal to Series 1999-1 Noteholders or
required to be deposited in the Class A Distribution Account, the Class B
Distribution Account, the Class C Distribution Account or the Class D
Distribution Account on such Payment Date, such Principal Collections may, at
the direction of the Master Servicer, be applied to cover principal payments due
to or for the benefit of Noteholders of other Group I Series of Notes. Any such
reallocation will not result in a reduction of the Aggregate Principal Balance
or the Invested Amount of the Series 1999-1 Notes.
(e) Unallocated Principal Collections. If, after giving effect
to Section 4.2(d), Principal Collections allocated to the Series 1999-1 Notes on
any Payment Date are in excess of the amount required to pay amounts due in
respect of the Series 1999-1 Notes on such Payment Date in full, then any such
excess Principal Collections shall be allocated to the Retained Distribution
Account (provided that no Series 1999-1 Enhancement Deficiency or Asset Amount
Deficiency exists or would result from such allocation).
In addition, for purposes of Section 4.2(a) of the Base
Indenture, the Master Servicer in its capacity as such under the Master Lease
shall cause all Collections allocable to Group I Collateral in accordance with
the Indenture and the Master Collateral Agency Agreement, as applicable, to be
paid directly into the Group I Collection Account or the Master Collateral
Account, as applicable.
Article 4 of the Base Indenture (except for Sections 4.1
through 4.5 thereof subject to the proviso in the first paragraphs of this
Article 4 and the immediately preceding sentence) shall read in its entirety as
follows and shall be applicable only to the Series 1999-1 Notes:
Section 4.6 Establishment of Group I Collection Account,
Series 1999-1 Collection Account, Series 1999-1 Excess Funding Account and
Series 1999-1 Accrued Interest Account.
(a) The Trustee has created an administrative sub-account
within the Collection Account for the benefit of holders of Notes from a Group I
Series of Notes (such sub-account, the "Group I Collection Account"). In
addition, the Trustee will create two administrative sub-accounts within the
Collection Account. One such sub-account will be established for the
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benefit of the Series 1999-1 Noteholders (such sub-account, the "Series 1999-1
Collection Account"). The second such sub-account will be established for the
benefit of the Series 1999-1 Noteholders (such sub-account, the "Series 1999-1
Excess Funding Account").
(b) The Trustee will further divide the Series 1999-1
Collection Account by creating an additional administrative sub-account for the
Series 1999-1 Noteholders (such sub-account, the "Series 1999-1 Accrued Interest
Account"). The Trustee will further divide the Series 1999-1 Excess Funding
Account by creating an additional administrative sub-account for the Series
1999-1 Noteholders (such sub-account, the "Series 1999-1 Cash Liquidity
Account").
(c) All Collections in respect of the Group I Collateral and
allocable to the Group I Series of Notes shall be allocated to the Group I
Collection Account. All Collections in the Group I Collection Account allocable
to the Series 1999-1 Notes and the Series 1999-1 Available Subordinated Amount
shall be allocated to the Series 1999-1 Collection Account or the Series 1999-1
Excess Funding Account as provided hereinbelow; provided, however, the Trustee
also shall deposit all amounts required to be deposited in the Series 1999-1
Cash Liquidity Account as provided hereinbelow and such amounts on deposit in
the Series 1999-1 Cash Liquidity Account shall only be available for application
as provided in Sections 4.8(f), 4.9(a), (b), (c) and (d), and shall not be
available to be withdrawn in respect of amounts otherwise to be withdrawn from
the Series 1999-1 Excess Funding Account pursuant to the Base Indenture, this
Supplement or any other Series Supplement.
Section 4.7 Allocations with Respect to the Series 1999-1
Notes. All allocations in this Section 4.7 will be made in accordance with
written direction of the Master Servicer. The proceeds from the sale of the
Series 1999-1 Notes, together with any funds deposited with RCFC by DTAG, will,
on the Series 1999-1 Closing Date, be deposited by the Trustee into the Group I
Collection Account and, concurrently with such initial deposit, allocated by the
Trustee to the Series 1999-1 Excess Funding Account. On each Business Day on
which Collections are deposited into the Group I Collection Account (each such
date, a "Series 1999-1 Deposit Date"), the Master Servicer will direct the
Trustee in writing to allocate all amounts deposited into the Group I Collection
Account in accordance with the provisions of this Section 4.7:
(a) Allocations During the Revolving Period. During the Series
1999-1 Revolving Period, the Master Servicer will direct the Trustee to allocate
on each Series 1999-1 Deposit Date, all amounts deposited into the Group I
Collection Account as set forth below:
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(i) with respect to all Collections (including Recoveries):
(1) allocate to the Series 1999-1 Collection Account an
amount equal to the Series 1999-1 Interest Collections
received on such day. All such amounts allocated to the
Series 1999-1 Collection Account shall be further allocated
to the Series 1999-1 Accrued Interest Account; provided,
however, that if with respect to any Related Month the
aggregate of all such amounts allocated to the Series 1999-1
Accrued Interest Account during such Related Month exceeds
the amount of interest and fees due and payable in respect
of the Series 1999-1 Notes on the Payment Date next
succeeding such Related Month pursuant to Sections 4.8(a),
(b), (c) and (d) then the amount of such excess shall be
allocated first, to the Series 1999-1 Cash Liquidity Account
to the extent of any Cash Liquidity Amount Deficiency on
such Series 1999-1 Deposit Date, and thereafter, the
remainder of such amount shall be allocated to the Series
1999-1 Excess Funding Account;
(2) allocate an amount equal to the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount
of Collections that are Principal Collections on such day
(for any such day, such amount, the "Series 1999-1 Principal
Allocation") first, to the Series 1999-1 Cash Liquidity
Account, to the extent of any Cash Liquidity Amount
Deficiency on such date after giving effect to any deposit
to the Series 1999-1 Cash Liquidity Account pursuant to
Section 4.7(a)(i)(1), and thereafter, allocate the remainder
of such amount to the Series 1999-1 Excess Funding Account;
and
(3) allocate to the Retained Distribution Account an
amount equal to (x) the applicable Retained Interest
Percentage (as of such day) of the aggregate amount of
Collections that are Principal Collections on such date,
minus (y) any amounts, other than Servicing Fees, which have
been withheld by the Master Servicer pursuant to Section
4.2(c) of the Base Indenture to the extent such amounts
withheld under Section 4.2(c) of the Base Indenture
represent all or part of the Retained Interest Amount;
(ii) with respect to all Recoveries:
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(1) allocate an amount equal to the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount
of Recoveries on such day, first, to replenish the Class A
Invested Amount to the extent that the Class A Invested
Amount has theretofore been reduced as a result of any
Losses allocated thereto pursuant to clause (iii) below and
not replenished pursuant to this clause (ii); second, to
replenish the Class B Invested Amount to the extent that the
Class B Invested Amount has theretofore been reduced as a
result of any Losses allocated thereto pursuant to clause
(iii) below and not replenished pursuant to this clause
(ii); third, to replenish the Class C Invested Amount to the
extent that the Class C Invested Amount has theretofore been
reduced as a result of any Losses allocated thereto pursuant
to clause (iii) below and not replenished pursuant to this
clause (ii); fourth, to replenish the Class D Invested
Amount to the extent that the Class D Invested Amount has
theretofore been reduced as a result of any Losses allocated
thereto pursuant to clause (iii) below and not replenished
pursuant to this clause (ii); fifth, to replenish the Series
1999-1 Cash Collateral Account to the extent withdrawals
have theretofore been made pursuant to Section 4.19(b) in
respect of unpaid Demand Note draws, which withdrawals have
not been replenished pursuant to this clause (ii); sixth, to
replenish the Series 1999-1 Available Subordinated Amount to
the extent that the Series 1999-1 Available Subordinated
Amount has theretofore been reduced as a result of any
Losses allocated thereto pursuant to clause (iii) below and
not replenished pursuant to this clause (ii); and seventh,
any remaining Recoveries not so allocated shall be released
to the Issuer and available, at the Issuer's option, to be
loaned to DTAG under the Demand Note or used for other
corporate purposes; and
(2) allocate to the Retained Interest Amount an amount
equal to the Retained Interest Percentage (as of such day)
of the aggregate amount of Recoveries on such date to the
extent that the Retained Interest Amount has theretofore
been reduced as a result of any Losses allocated thereto
pursuant to clause (iii) below and not replenished pursuant
to this clause (ii);
(iii) with respect to all Losses:
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(1) allocate an amount equal to the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount
of Losses on such day, first, to reduce the Series 1999-1
Available Subordinated Amount until the Series 1999-1
Available Subordinated Amount has been reduced to zero;
second, allocate remaining Losses to making a claim under
the Demand Note until such claim would reduce the Demand
Note to zero; third, allocate remaining Losses to reduce the
Class D Invested Amount until the Class D Invested Amount
has been reduced to zero; fourth, allocate remaining Losses
to reduce the Class C Invested Amount until the Class C
Invested Amount has been reduced to zero; fifth, allocate
remaining Losses to reduce the Class B Invested Amount until
the Class B Invested Amount has been reduced to zero; and
sixth, allocate remaining Losses to reduce the Class A
Invested Amount until the Class A Invested Amount has been
reduced to zero; and
(2) on any such Business Day allocate to the Retained
Interest Amount an amount equal to the Retained Interest
Percentage (as of such day) of the aggregate amount of such
Losses on such day, which amount shall reduce the Retained
Interest Amount.
(iv) with respect to all Lease Payment Recoveries:
(1) allocate an amount equal to the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount
of Lease Payment Recoveries on such day, first, to replenish
the Class A Invested Amount, to the extent that the Class A
Invested Amount has theretofore been reduced as a result of
any Lease Payment Losses allocated thereto pursuant to
clause (v) below and not replenished pursuant to this clause
(iv); second, to replenish the Class B Invested Amount, to
the extent that the Class B Invested Amount has theretofore
been reduced as a result of any Lease Payment Losses
allocated thereto pursuant to clause (v) below and not
replenished pursuant to this clause (iv); third, to
replenish the Class C Invested Amount, to the extent that
the Class C Invested Amount has theretofore been reduced as
a result of any Lease Payment Losses allocated thereto
pursuant to clause (v) below and not replenished pursuant to
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this clause (iv); fourth, to replenish the Class D Invested
Amount, to the extent that the Class D Invested Amount has
theretofore been reduced as a result of any Lease Payment
Losses allocated thereto pursuant to clause (v) below and
not replenished pursuant to this clause (iv); fifth, to
replenish the Series 1999-1 Cash Collateral Account to the
extent withdrawals have theretofore been made pursuant to
Section 4.18(b) as a result of any Lease Payment Losses
allocated to the Series 1999-1 Letter of Credit pursuant to
clause (v) below that have not been replenished pursuant to
this clause (iv); sixth, to replenish the Series 1999-1
Available Subordinated Amount to the extent that the Series
1999-1 Available Subordinated Amount has theretofore been
reduced as a result of any Lease Payment Losses allocated
thereto pursuant to clause (v) below and not replenished
pursuant to this clause (iv); and seventh, any remaining
Recoveries not so allocated shall be released to the Issuer;
and
(2) allocate to the Retained Interest Amount an amount
equal to the Retained Interest Percentage (as of such day)
of the aggregate amount of Lease Payment Recoveries on such
date to the extent that the Retained Interest Amount has
theretofore been reduced as a result of any Lease Payment
Losses allocated thereto pursuant to clause (v) below and
not replenished pursuant to this clause (iv);
(v) with respect to all Lease Payment Losses:
(1) allocate an amount equal to the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount
of Lease Payment Losses on such day, first, to reduce the
Series 1999-1 Available Subordinated Amount until the Series
1999-1 Available Subordinated Amount has been reduced to
zero; second, allocate remaining Lease Payment Losses to
making a drawing under the Series 1999-1 Letter of Credit
(except during any Insolvency Period to the extent that any
such drawing is prohibited during such Insolvency Period
pursuant to Section 4.24(c) of this Supplement) until such
drawing would reduce the Series 1999-1 Letter of Credit
Amount to zero; third, allocate remaining Lease Payment
Losses to reduce the Class D Invested Amount until the Class
D Invested Amount has been reduced to zero; fourth, allocate
remaining Lease Payment Losses to reduce the
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Class C Invested Amount until the Class C Invested Amount
has been reduced to zero; fifth, allocate remaining Lease
Payment Losses to reduce the Class B Invested Amount until
the Class B Invested Amount has been reduced to zero; and
sixth, allocate remaining Lease Payment Losses to reduce the
Class A Invested Amount until the Class A Invested Amount
has been reduced to zero; and
(2) allocate to the Retained Interest Amount an amount
equal to the Retained Interest Percentage (as of such day)
of the aggregate amount of such Lease Payment Losses on such
day, which amount shall reduce the Retained Interest Amount.
(b) Allocations During the Series 1999-1 Controlled
Amortization Period. During the Series 1999-1 Controlled Amortization Period,
the Master Servicer will direct the Trustee to allocate, on each Series 1999-1
Deposit Date, all amounts deposited into the Group I Collection Account as set
forth below:
(i) with respect to all Collections (including Recoveries):
(1) allocate to the Series 1999-1 Collection Account an
amount determined as set forth in Section 4.7(a)(i)(1) above
for such day, which amount shall be deposited in the Series
1999-1 Accrued Interest Account and, as and to the extent
provided in Section 4.7(a)(i)(1) above, allocated to the
Series 1999-1 Cash Liquidity Account (following the
establishment thereof pursuant to Section 4.24(d) of this
Supplement) and the Series 1999-1 Excess Funding Account in
the priority set forth therein;
(2) (A) during the Class A Controlled Amortization
Period, allocate to the Series 1999-1 Collection Account an
amount equal to the Series 1999-1 Principal Allocation for
such day, which amount shall be used to make principal
payments in respect of the Class A Notes; provided, however,
that if the aggregate amount of all the Series 1999-1
Principal Allocations during such Related Month exceeds the
Class A Controlled Distribution Amount for the Payment Date
next succeeding such Related Month such excess shall be
allocated first, to the Series 1999-1 Cash Liquidity Account
to the extent of any Cash Liquidity Amount Deficiency on
such date after giving effect to any deposit to the Series
1999-1 Cash Liquidity
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Account pursuant to Section 4.7(b)(i)(1), and thereafter,
the remainder of such excess shall be allocated to the
Series 1999-1 Excess Funding Account; (B) during the Class B
Controlled Amortization Period, allocate to the Series
1999-1 Collection Account an amount equal to the Series
1999-1 Principal Allocation for such day, which amount shall
be used to make principal payments in respect of the Class B
Notes; provided, however, that if the aggregate amount of
all the Series 1999-1 Principal Allocations during such
Related Month exceeds the Class B Controlled Distribution
Amount for the Payment Date next succeeding such Related
Month, then such excess shall be allocated first, to the
Series 1999-1 Cash Liquidity Account to the extent of any
Cash Liquidity Amount Deficiency on such date after giving
effect to any deposit to the Series 1999-1 Cash Liquidity
Account pursuant to Section 4.7(b)(i)(1), and thereafter,
the remainder of such excess shall be allocated to the
Series 1999-1 Excess Funding Account; (C) during the Class C
Controlled Amortization Period, allocate to the Series
1999-1 Collection Account an amount equal to the Series
1999-1 Principal Allocation for such day, which amount shall
be used to make principal payments in respect of the Class C
Notes; provided, however, that if the aggregate amount of
all the Series 1999-1 Principal Allocations during such
Related Month exceeds the Class C Controlled Distribution
Amount for the Payment Date next succeeding such Related
Month, then such excess shall be allocated first, to the
Series 1999-1 Cash Liquidity Account to the extent of any
Cash Liquidity Amount Deficiency on such date after giving
effect to any deposit to the Series 1999-1 Cash Liquidity
Account pursuant to Section 4.7(b)(i)(1), and thereafter,
the remainder of such excess shall be allocated to the
Series 1999-1 Excess Funding Account; and (D) during the
Class D Controlled Amortization Period, allocate to the
Series 1999-1 Collection Account an amount equal to the
Series 1999-1 Principal Allocation for such day, which
amount shall be used to make principal payments in respect
of the Class D Notes; provided, however, that if the
aggregate amount of all the Series 1999-1 Principal
Allocations during such Related Month exceeds the Class D
Controlled Distribution Amount for the Payment Date next
succeeding such Related Month, then such excess shall be
allocated first, to the Series 1999-1 Cash Liquidity Account
to the extent of any Cash Liquidity Amount
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Deficiency on such date after giving effect to any deposit
to the Series 1999-1 Cash Liquidity Account pursuant to
Section 4.7(b)(i)(1), and thereafter, the remainder of such
excess shall be allocated to the Series 1999-1 Excess
Funding Account; and
(3) allocate to the Retained Distribution Account an
amount determined as set forth in Section 4.7(a)(i)(3) above
for such day;
(ii) with respect to all Recoveries:
(1) increase the Class A Invested Amount, increase the
Class B Invested Amount, increase the Class C Invested
Amount, increase the Class D Invested Amount, replenish the
Series 1999-1 Cash Collateral Account to the extent
withdrawals have theretofore been made pursuant to Section
4.19(b) in respect of unpaid Demand Note draws, which
withdrawals have not been replenished under this clause
(ii), increase the Series 1999-1 Available Subordinated
Amount, and release any remaining Recoveries to the Issuer,
as and to the extent provided in Section 4.7(a)(ii)(1) above
for such day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(ii)(2) above for
such day;
(iii) with respect to all Losses:
(1) decrease the Series 1999-1 Available Subordinated
Amount, make a claim under the Demand Note, decrease the
Class D Invested Amount, decrease the Class C Invested
Amount, decrease the Class B Invested Amount and decrease
the Class A Invested Amount as and to the extent provided in
Section 4.7(a)(iii)(1) above for such day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iii)(2) above for
such day, which amount shall reduce the Retained Interest
Amount.
(iv) with respect to all Lease Payment Recoveries:
(1) increase the Class A Invested Amount, increase the
Class B Invested Amount, increase the Class C Invested
Amount, increase the Class D
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Invested Amount, replenish the Series 1999-1 Cash Collateral
Account to the extent withdrawals have theretofore been made
pursuant to Section 4.18(b) as a result of any Lease Payment
Losses allocated to the Series 1999-1 Letter of Credit
pursuant to clause (v) below that have not been replenished
pursuant to this clause (iv); and increase the Series 1999-1
Available Subordinated Amount as and to the extent provided
in Section 4.7(a)(iv)(1) above for such day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iv)(2) above for
such day;
(v) with respect to all Lease Payment Losses:
(1) decrease the Series 1999-1 Available Subordinated
Amount, make a claim under the Series 1999-1 Letter of
Credit, decrease the Class D Invested Amount, decrease the
Class C Invested Amount, decrease the Class B Invested
Amount and decrease the Class A Invested Amount as and to
the extent provided in Section 4.7(a)(v)(1) above for such
day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(v)(2) above for
such day, which amount shall reduce the Retained Interest
Amount.
(c) Allocations During the Series 1999-1 Rapid Amortization
Period. During the Series 1999-1 Rapid Amortization Period, the Master Servicer
will direct the Trustee to allocate, on each Series 1999-1 Deposit Date, all
amounts deposited into the Group I Collection Account as set forth below:
(i) with respect to all Collections (including
Recoveries):
(1) allocate to the Series 1999-1 Collection Account an
amount determined as set forth in Section 4.7(a)(i)(1) above
for such day, plus an amount up to $500,000 to be applied to
the payment of legal fees and expenses, if any and, if DTAG
is no longer the Master Servicer, the amount equal to the
sum of the Series 1999-1 Monthly Servicing Fee and Series
1999-1 Monthly Supplemental Servicing Fee, which amount
shall be deposited in the Series 1999-1 Accrued Interest
Account and, as and to the extent provided in Section
4.7(a)(i)(1) above, allocated to the Series 1999-1 Cash
Liquidity
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Account and Series 1999-1 Excess Funding Account in the
priority set forth therein;
(2) allocate to the Series 1999-1 Collection Account an
amount equal to the Series 1999-1 Principal Allocation for
such day, which amounts shall be used to make principal
payments in respect of the Class A Notes and, after the
Class A Notes have been paid in full, shall be used to make
principal payments in respect of the Class B Notes and,
after the Class B Notes have been paid in full, shall be
used to make principal payments in respect of the Class C
Notes and, after the Class C Notes have been paid in full,
shall be used to make principal payments in respect of the
Class D Notes; and
(3) allocate to the Retained Distribution Account an
amount determined as set forth in Section 4.7(a)(i)(3) above
for such day;
(ii) with respect to all Recoveries:
(1) increase the Class A Invested Amount, increase the
Class B Invested Amount, increase the Class C Invested
Amount, increase the Class D Invested Amount, replenish the
Series 1999-1 Cash Collateral Account to the extent
withdrawals have theretofore been made pursuant to Section
4.19(b) in respect of unpaid Demand Note draws, which
withdrawals have not been replenished under this clause
(ii), increase the Series 1999-1 Available Subordinated
Amount, and pay any remaining Recoveries to the Group I
Collection Account for payment of principal to the Series
1999-1 Noteholders on the next succeeding Payment Date as
required pursuant to Section 4.10; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(ii)(2) above for
such day;
(iii) with respect to all Losses:
(1) decrease the Series 1999-1 Available Subordinated
Amount, make a claim under the Demand Note, decrease the
Class D Invested Amount, decrease the Class C Invested
Amount, decrease the Class B Invested Amount and decrease
the Class A Invested Amount as and to the extent provided in
Section 4.7(a)(iii)(1) above for such day; and
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(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iii)(2) above for
such day, which amount shall reduce the Retained Interest
Amount.
(iv) with respect to all Lease Payment Recoveries:
(1) increase the Class A Invested Amount, increase the
Class B Invested Amount, increase the Class C Invested
Amount, increase the Class D Invested Amount, replenish the
Series 1999-1 Cash Collateral Account to the extent
withdrawals have theretofore been made pursuant to Section
4.18(b) as a result of any Lease Payment Losses allocated to
the Series 1999-1 Letter of Credit pursuant to clause (v)
below that have not been replenished pursuant to this clause
(iv); and increase the Series 1999-1 Available Subordinated
Amount as and to the extent provided in Section
4.7(a)(iv)(1) above for such day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(iv)(2) above for
such day;
(v) with respect to all Lease Payment Losses:
(1) decrease the Series 1999-1 Available Subordinated
Amount, make a claim under the Series 1999-1 Letter of
Credit, decrease the Class D Invested Amount, decrease the
Class C Invested Amount, decrease the Class B Invested
Amount and decrease the Class A Invested Amount as and to
the extent provided in Section 4.7(a)(v)(1) above for such
day; and
(2) allocate to the Retained Interest Amount an amount
determined as set forth in Section 4.7(a)(v)(2) above for
such day, which amount shall reduce the Retained Interest
Amount.
(d) Additional Allocations. Notwithstanding the
foregoing provisions of this Section 4.7,
(i) provided the Series 1999-1 Rapid Amortization
Period has not commenced, amounts allocated to the Series
1999-1 Excess Funding Account that are not required to make
payments under the Series 1999-1 Notes pursuant hereto may,
as and to the extent permitted in the related Supplements,
be used to pay the principal amount of other Group I Series
of Notes that are then
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in amortization and, after such payment, any remaining funds
may, at RCFC's option, be (i) used to finance, refinance or
acquire Vehicles, to the extent Eligible Vehicles have been
requested by any of the Lessees under the Master Lease or
(ii) transferred, on any Payment Date, to the Retained
Distribution Account, to the extent that the Retained
Interest Amount equals or exceeds zero after giving effect
to such payment and so long as no Series 1999-1 Enhancement
Deficiency or Asset Amount Deficiency exists or would result
therefrom; provided, however, that funds remaining after the
application of such funds to the payment of the principal
amount of other Group I Series of Notes that are in
amortization and to the financing, refinancing or
acquisition of Group I Vehicles may be transferred to the
Retained Distribution Account on a day other than a Payment
Date if the Master Servicer furnishes to the Trustee an
Officer's Certificate to the effect that such transfer will
not cause any of the foregoing deficiencies to occur either
on the date that such transfer is made or, in the reasonable
anticipation of the Master Servicer, on the next Payment
Date. Funds in the Retained Distribution Account shall, at
the option of RCFC, be available to finance, refinance or
acquire Vehicles, to the extent Eligible Vehicles have been
requested by any of the Lessees under the Master Lease, or
for distribution to the Retained Interestholder (as advances
made under the Demand Note or otherwise);
(ii) in the event that the Master Servicer is not DTAG
or an Affiliate of DTAG, the Master Servicer shall not be
entitled to withhold any amounts pursuant to Section 4.2(c)
and the Trustee shall deposit amounts payable to DTAG in its
capacity as the Master Servicer in the Collection Account
pursuant to the provisions of Section 4.2 on each Series
1999-1 Deposit Date;
(iii) any amounts withheld by the Master Servicer and
not deposited in the Collection Account pursuant to Section
4.2(c) shall be deemed to be deposited in the Collection
Account on the date such amounts are withheld for purposes
of determining the amounts to be allocated pursuant to this
Section 4.7;
(iv) if there is more than one Group I Series of Notes
outstanding, then Sections 4.7(a)(i)(3), 4.7(b)(i)(3) and
4.7(c)(i)(3) above shall not be duplicative with any similar
provisions contained in any other Supplement and the
Retained Interestholder shall only be paid such amount once
with respect to any Payment Date;
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(v) RCFC may, from time to time in its sole discretion,
increase the Series 1999-1 Available Subordinated Amount by
(a) (i) allocating to the Series 1999-1 Available
Subordinated Amount Eligible Vehicles theretofore allocated
to the Retained Interest and (ii) delivering to the Trustee
an Officer's Certificate affirming with respect to such
Vehicles the representations and warranties set forth in
Section 6.14 of the Base Indenture (and an Opinion of
Counsel to the same effect) or (b) (i) depositing funds into
the Series 1999-1 Excess Funding Account by transfer from
the Retained Distribution Account or otherwise, and (ii)
delivering to the Master Servicer and the Trustee an
Officer's Certificate setting forth the amount of such funds
and stating that such funds shall be allocated to the Series
1999-1 Available Subordinated Amount; provided, however,
that (x) RCFC shall have no obligation to so increase the
Series 1999-1 Available Subordinated Amount at any time and
(y) RCFC may not increase the Series 1999-1 Available
Subordinated Amount at any time if the amount of such
increase, together with the sum of the amounts of all prior
increases, if any, of the Series 1999-1 Available
Subordinated Amount would exceed the applicable Series
1999-1 Available Subordinated Amount Maximum Increase,
excluding from such calculation any increase in the Series
1999-1 Available Subordinated Amount (1) through Recoveries
or from funds constituting repayments of principal under the
Demand Note, or (2) relating to an increase in any component
of the Minimum Enhancement Amount that results from (a) an
increase in the ratio of Group I Vehicles that are
Non-Program Vehicles to all Group I Vehicles, (b) a
reduction in the aggregate amount of cash and Permitted
Investments in the Collection Account and the Master
Collateral Account that are allocable to the Group I Series
of Notes, or (c) a decrease in the Market Value Adjustment
Percentage;
(vi) provided that the Insolvency Period has not
commenced, amounts on deposit in the Series 1999-1 Cash
Liquidity Account in excess of the Cash Liquidity Amount on
any Series 1999-1 Deposit Date may on such Series 1999-1
Deposit Date be withdrawn from the Series 1999-1 Cash
Liquidity Account and deposited into the Series 1999-1
Excess Funding Account; and
(vii) if the Insolvency Period has commenced, amounts
on deposit in the Series 1999-1 Cash Liquidity Account
representing the Cash Liquidity Amount will be available to
be transferred by the Trustee to the distribution accounts
for application pursuant to
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Sections 4.8(f), 4.9(a), (b), (c) or (d), as applicable.
Section 4.8 Monthly Payments.
All of the payments in this Section 4.8 will be made in
accordance with written direction of the Master Servicer. On each Determination
Date, as provided below, the Master Servicer shall instruct the Trustee or
Paying Agent to withdraw, and on the following Payment Date the Paying Agent,
acting in accordance with such instructions, shall withdraw the amounts required
to be withdrawn from the Group I Collection Account pursuant to Sections 4.8(a)
through (f) below in respect of all funds available from Series 1999-1 Interest
Collections processed since the preceding Payment Date and allocated to the
holders of the Series 1999-1 Notes.
(a) Note Interest with respect to the Class A Notes. On each
Determination Date, the Master Servicer shall instruct the Trustee or the Paying
Agent to withdraw on the next succeeding Payment Date from the Series 1999-1
Accrued Interest Account and deposit in the Class A Distribution Account the
lesser of (i) the amount on deposit in the Series 1999-1 Accrued Interest
Account and (ii) an amount (the "Class A Interest Amount") equal to the sum of
(x) an amount equal to the interest accrued on the Class A Notes for the related
Series 1999-1 Interest Period which will be equal to the product of (A) the
Class A Rate for the related Series 1999-1 Interest Period and (B) the Aggregate
Principal Balance of the Class A Notes as of the previous Payment Date after
giving effect to any principal payments made on such previous Payment Date (or
in the case of the initial Payment Date, the Class A Initial Invested Amount),
divided by twelve, plus (y) an amount equal to the amount of any unpaid Class A
Deficiency Amount as of the preceding Payment Date (together with any accrued
interest on such Class A Deficiency Amount). If the amount on deposit in the
Series 1999-1 Accrued Interest Account is insufficient, after taking into
account any funds available in the Series 1999-1 Cash Liquidity Account
(following the establishment thereof pursuant to Section 4.24(d) of this
Supplement) and the Series 1999-1 Excess Funding Account and applied as
described in Section 4.9(a) of this Supplement and any portion of the Series
1999-1 Letter of Credit Amount applied as described in Section 4.9(a) of this
Supplement, to pay the Class A Interest Amount on any Payment Date, payments of
interest to the Class A Noteholders will be reduced by the amount of such
shortfall and an Amortization Event shall be deemed to occur as and to the
extent provided in Section 8.1(a) of the Base Indenture. The amount, if any, of
such shortfall on any Payment Date shall be referred to as the "Class A
Deficiency Amount." Interest shall accrue on the Class A Deficiency Amount at
the applicable Class A Note Rate. On the following Payment Date, the Trustee
shall (to the extent available) withdraw the Class A
-57-
Interest Amount from the Series 1999-1 Accrued Interest Account and, to the
extent provided in Section 4.9(a) of this Supplement, amounts withdrawn from the
Series 1999-1 Cash Liquidity Account and the Series 1999-1 Excess Funding
Account and any applied portion of the Series 1999-1 Letter of Credit Amount,
and shall deposit such amount in the Class A Distribution Account; provided that
the sum of the amounts to be withdrawn from the Series 1999-1 Cash Liquidity
Account and the Series 1999-1 Excess Funding Account pursuant to this Section
4.8(a) and Sections 4.8(b), (c) and (d) of this Supplement shall not exceed for
any Payment Date the Series 1999-1 Available Subordinated Amount at such time.
(b) Note Interest with respect to the Class B Notes. On each
Determination Date, provided that all payments on account of interest that are
required to be made to the Class A Noteholders are available in the Class A
Distribution Account, the Master Servicer shall instruct the Trustee or the
Paying Agent to withdraw on the next succeeding Payment Date from the Series
1999-1 Accrued Interest Account and deposit in the Class B Distribution Account
(subject to the provisions of Section 4.14 of this Supplement) the lesser of (i)
the amount remaining on deposit in the Series 1999-1 Accrued Interest Account
after withdrawal of the amounts specified in clause (a) above and (ii) an amount
(the "Class B Interest Amount") equal to the sum of (x) an amount equal to the
interest accrued on the Class B Notes for the related Series 1999-1 Interest
Period which will be equal to the product of (A) the Class B Rate for the
related Series 1999-1 Interest Period and (B) the Aggregate Principal Balance of
the Class B Notes as of the previous Payment Date after giving effect to any
principal payments made on such previous Payment Date (or in the case of the
initial Payment Date, the Class B Initial Invested Amount), divided by twelve,
plus (y) an amount equal to the amount of any unpaid Class B Deficiency Amount
as of the preceding Payment Date (together with any accrued interest on such
Class B Deficiency Amount). If the amount on deposit in the Series 1999-1
Accrued Interest Account is insufficient, after taking into account any funds
available for application in the Series 1999-1 Cash Liquidity Account and the
Series 1999-1 Excess Funding Account and applied as described in Section 4.9(b)
of this Supplement and any portion of the Series 1999-1 Letter of Credit Amount
applied as described in Section 4.9(b) of this Supplement (subject to the
provisions of Section 4.14 of this Supplement), to pay the Class B Interest
Amount on any Payment Date, payments of interest to the Class B Noteholders will
be reduced by the amount of such shortfall and an Amortization Event shall be
deemed to occur as and to the extent provided in Section 8.1(a) of the Base
Indenture. The amount, if any, of such shortfall on any Payment Date shall be
referred to as the "Class B Deficiency Amount". Interest shall accrue on the
Class B Deficiency Amount at the Class B Note Rate. On the following Payment
Date, provided that all payments on
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account of interest that are required to be made to the Class A Noteholders are
available in the Class A Distribution Account (including, without limitation,
all accrued interest, the Class A Deficiency Amount, and all interest accrued on
such Class A Deficiency Amount), the Trustee shall (to the extent available)
withdraw the Class B Interest Amount from the Series 1999-1 Accrued Interest
Account and, to the extent provided in Section 4.9(b) of this Supplement,
amounts withdrawn from the Series 1999-1 Cash Liquidity Account and the Series
1999-1 Excess Funding Account and any applied portion of the Series 1999-1
Letter of Credit Amount, and shall deposit such amount in the Class B
Distribution Account; provided that the sum of the amounts to be withdrawn from
the Series 1999-1 Cash Liquidity Account and the Series 1999-1 Excess Funding
Account pursuant to this Section 4.8(b) and Sections 4.8(a), (c) and (d) of this
Supplement shall not exceed for any Payment Date the Series 1999-1 Available
Subordinated Amount at such time.
(c) Note Interest with respect to the Class C Notes. On each
Determination Date, provided that all payments on account of interest that are
required to be made to the Class A Noteholders are available in the Class A
Distribution Account and all payments on account of interest that are required
to be made to the Class B Noteholders are available in the Class B Distribution
Account, the Master Servicer shall instruct the Trustee or the Paying Agent to
withdraw on the next succeeding Payment Date from the Series 1999-1 Accrued
Interest Account and deposit in the Class C Distribution Account (subject to the
provisions of Section 4.16 of this Supplement) the lesser of (i) the amount
remaining on deposit in the Series 1999-1 Accrued Interest Account after
withdrawal of the amounts specified in clauses (a) and (b) above and (ii) an
amount (the "Class C Interest Amount") equal to the sum of (x) an amount equal
to the interest accrued on the Class C Notes for the related Series 1999-1
Interest Period which will be equal to the product of (A) the Class C Rate for
the related Series 1999-1 Interest Period and (B) the Aggregate Principal
Balance of the Class C Notes as of the previous Payment Date after giving effect
to any principal payments made on such previous Payment Date (or in the case of
the initial Payment Date, the Class C Initial Invested Amount), divided by
twelve, plus (y) an amount equal to the amount of any unpaid Class C Deficiency
Amount as of the preceding Payment Date (together with any accrued interest on
such Class C Deficiency Amount). If the amount on deposit in the Series 1999-1
Accrued Interest Account is insufficient, after taking into account any funds
available for application in the Series 1999-1 Cash Liquidity Account and the
Series 1999-1 Excess Funding Account and applied as described in Section 4.9(c)
of this Supplement and any portion of the Series 1999-1 Letter of Credit Amount
applied as described in Section 4.9(c) of this Supplement (subject to the
provisions of Section 4.16 of this Supplement), to pay the Class C Interest
Amount on any Payment Date, payments of interest
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to the Class C Noteholders will be reduced by the amount of such shortfall and
an Amortization Event shall be deemed to occur as and to the extent provided in
Section 8.1(a) of the Base Indenture. The amount, if any, of such shortfall on
any Payment Date shall be referred to as the "Class C Deficiency Amount".
Interest shall accrue on the Class C Deficiency Amount at the Class C Note Rate.
On the following Payment Date, provided that all payments on account of interest
that are required to be made to the Class A Noteholders are available in the
Class A Distribution Account (including, without limitation, all accrued
interest, the Class A Deficiency Amount, and all interest accrued on such Class
A Deficiency Amount) and all payments on account of interest that are required
to be made to the Class B Noteholders are available in the Class B Distribution
Account (including, without limitation, all accrued interest, the Class B
Deficiency Amount, and all interest accrued on such Class B Deficiency Amount),
the Trustee shall (to the extent available) withdraw the Class C Interest Amount
from the Series 1999-1 Accrued Interest Account, and, to the extent provided in
Section 4.9(c) of this Supplement, amounts withdrawn from the Series 1999-1 Cash
Liquidity Account and the Series 1999-1 Excess Funding Account and any applied
portion of the Series 1999-1 Letter of Credit Amount, and shall deposit such
amount in the Class C Distribution Account; provided that the sum of the amounts
to be withdrawn from the Series 1999-1 Cash Liquidity Account and the Series
1999-1 Excess Funding Account pursuant to this Section 4.8(c) and Sections
4.8(a),(b) and (d) of this Supplement shall not exceed for any Payment Date the
Series 1999-1 Available Subordinated Amount at such time.
(d) Note Interest with respect to the Class D Notes. On each
Determination Date, provided that all payments on account of interest that are
required to be made to the Class A Noteholders are available in the Class A
Distribution Account, all payments on account of interest that are required to
be made to the Class B Noteholders are available in the Class B Distribution
Account and all payments on account of interest that are required to be made to
the Class C Noteholders are available in the Class C Distribution Account, the
Master Servicer shall instruct the Trustee or the Paying Agent to withdraw on
the next succeeding Payment Date from the Series 1999-1 Accrued Interest Account
and deposit in the Class D Distribution Account (subject to the provisions of
Section 4.23 of this Supplement) the lesser of (i) the amount remaining on
deposit in the Series 1999-1 Accrued Interest Account after withdrawal of the
amounts specified in clauses (a), (b) and (c) above and (ii) an amount (the
"Class D Interest Amount") equal to the sum of (x) an amount equal to the
interest accrued on the Class D Notes for the related Series 1999-1 Interest
Period which will be equal to the product of (A) the Class D Rate for the
related Series 1999-1 Interest Period and (B) the Aggregate Principal Balance of
the Class D Notes as of the previous Payment Date after giving effect
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to any principal payments made on such previous Payment Date (or in the case of
the initial Payment Date, the Class D Initial Invested Amount), divided by
twelve, plus (y) an amount equal to the amount of any unpaid Class D Deficiency
Amount (as defined below) as of the preceding Payment Date (together with any
accrued interest on such Class D Deficiency Amount). If the amount on deposit in
the Series 1999-1 Accrued Interest Account is insufficient, after taking into
account any funds available for application in the Series 1999-1 Cash Liquidity
Account and the Series 1999-1 Excess Funding Account and applied as described in
Section 4.9(d) of this Supplement and any portion of the Series 1999-1 Letter of
Credit Amount applied as described in Section 4.9(d) of this Supplement (subject
to the provisions of Section 4.23 of this Supplement), to pay the Class D
Interest Amount on any Payment Date, payments of interest to the Class D
Noteholders will be reduced by the amount of such shortfall and an Amortization
Event shall be deemed to occur as and to the extent provided in Section 8.1(a)
of the Base Indenture. The amount, if any, of such shortfall on any Payment Date
shall be referred to as the "Class D Deficiency Amount". Interest shall accrue
on the Class D Deficiency Amount at the Class D Note Rate. On the following
Payment Date, provided that all payments on account of interest that are
required to be made to the Class A Noteholders are available in the Class A
Distribution Account (including, without limitation, all accrued interest, the
Class A Deficiency Amount, and all interest accrued on such Class A Deficiency
Amount), all payments on account of interest that are required to be made to the
Class B Noteholders are available in the Class B Distribution Account
(including, without limitation, all accrued interest, the Class B Deficiency
Amount, and all interest accrued on such Class B Deficiency Amount), and all
payments on account of interest that are required to be made to the Class C
Noteholders are available in the Class C Distribution Account (including,
without limitation, all accrued interest, the Class C Deficiency Amount, and all
interest accrued on such Class C Deficiency Amount), the Trustee shall (to the
extent available) withdraw the Class D Interest Amount from the Series 1999-1
Accrued Interest Account, and, to the extent provided in Section 4.9(d) of this
Supplement, amounts withdrawn from the Series 1999-1 Cash Liquidity Account and
the Series 1999-1 Excess Funding Account and any applied portion of the Series
1999-1 Letter of Credit Amount, and shall deposit such amount in the Class D
Distribution Account; provided that the sum of the amounts to be withdrawn from
the Series 1999-1 Cash Liquidity Account and the Series 1999-1 Excess Funding
Account pursuant to this Section 4.8(d) and Sections 4.8(a), (b) and (c) of this
Supplement shall not exceed for any Payment Date the Series 1999-1 Available
Subordinated Amount at such time.
(e) Legal Fees. On each Payment Date during the Rapid
Amortization Period, the Master Servicer shall, prior to making all
distributions required to be made pursuant to Sections 4.8(a)
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through (d) of this Supplement, instruct each of the Trustee and the Paying
Agent to withdraw from the Series 1999-1 Accrued Interest Account, for payment
to the Issuer, an amount up to an aggregate amount for all such Payment Dates of
$500,000 to be applied to the payment of legal fees and expenses, if any, of the
Issuer. On such Payment Date, the Trustee or the Paying Agent, as applicable,
shall withdraw such amount from the Series 1999-1 Accrued Interest Account and
remit such amount to the Issuer.
(f) Servicing Fee. On each Payment Date, the Master Servicer
shall, after directing all distributions required to be made pursuant to
Sections 4.8(a) through (e) of this Supplement or in the event that on the
related Determination Date DTAG or any Affiliate thereof shall no longer be the
Master Servicer, prior to such distributions being made (or if in addition to
the foregoing the Rapid Amortization Period has also commenced, prior to making
all distributions required to be made pursuant to Sections 4.8(a) through (d) of
this Supplement but after making all distributions required to be made pursuant
to Section 4.8(e)), instruct in writing each of the Trustee and the Paying Agent
to withdraw from the Series 1999-1 Accrued Interest Account, for payment to the
Master Servicer, an amount equal to (a) the Series 1999-1 Investor Monthly
Servicing Fee and any Series 1999-1 Monthly Supplemental Servicing Fee accrued
during the preceding Series 1999-1 Interest Period, plus (b) all accrued and
unpaid Series 1999-1 Investor Monthly Servicing Fees and any accrued and unpaid
Series 1999-1 Monthly Supplemental Servicing Fees, minus (c) the amount of any
Series 1999-1 Investor Monthly Servicing Fees and Series 1999-1 Monthly
Supplemental Servicing Fees withheld by the Master Servicer pursuant to the Base
Indenture. On such Payment Date, the Trustee or the Paying Agent, as applicable,
shall withdraw such amount from the Series 1999-1 Accrued Interest Account and
remit such amount to the Master Servicer. If on any Payment Date during the
Rapid Amortization Period, if and only if an Insolvency Period shall be
continuing, the amount on deposit in the Series 1999-1 Accrued Interest Account
is insufficient to pay the amount described in the second preceding sentence,
the Trustee shall withdraw from the Series 1999-1 Cash Liquidity Account an
amount equal to the lesser of (i) the amount of such insufficiency and (ii) the
amount then on deposit in the Series 1999-1 Cash Liquidity Account and shall
remit such amount withdrawn from the Series 1999-1 Cash Liquidity Account, as
well as any amount available in the Series 1999-1 Accrued Interest Account, to
the Master Servicer.
Section 4.9 Payment of Note Interest.
All payments made pursuant to this Section 4.9 will be made in
accordance with the written instructions of the Master Servicer.
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8
(a) Class A Notes. On each Payment Date, (i) to the extent
that any Class A Monthly Interest Shortfall exists after the deposits required
pursuant to Section 4.8(a) of this Supplement, and if and only if an Insolvency
Period shall be continuing, the Master Servicer shall instruct the Trustee or
Paying Agent to withdraw from funds on deposit in the Series 1999-1 Cash
Liquidity Account an amount equal to the lesser of (A) the amount of such Class
A Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1
Cash Liquidity Account (after giving effect to any withdrawals therefrom
required on such Payment Date by Sections 4.24(a) and 4.8(f)), and deposit such
amount in the Class A Distribution Account to pay the Class A Interest Amount
and any unpaid Class A Deficiency Amounts with respect to such Payment Date
(together with accrued interest on all unpaid Class A Deficiency Amounts), (ii)
to the extent any Class A Monthly Interest Shortfall exists after the deposits
required pursuant to Section 4.8(a) and, if applicable, Section 4.9(a)(i) of
this Supplement have been made, the Master Servicer shall instruct the Trustee
or the Paying Agent to withdraw from funds on deposit in the Series 1999-1
Excess Funding Account, an amount equal to the least of (A) the amount on
deposit in the Series 1999-1 Excess Funding Account on such Payment Date, (B)
the Series 1999-1 Available Subordinated Amount at such time, and (C) such
remaining amount of the Class A Monthly Interest Shortfall, and deposit such
amount in the Class A Distribution Account to pay the Class A Interest Amount
and any unpaid Class A Deficiency Amounts with respect to such Payment Date
(together with accrued interest on all such unpaid Class A Deficiency Amounts)
and (iii) to the extent any such Class A Monthly Interest Shortfall remains
after the deposits required pursuant to Section 4.9(a)(i) (if applicable) and
Section 4.9(a)(ii) of this Supplement have been made, if amounts have been drawn
on the Series 1999-1 Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this Supplement, the Master
Servicer shall instruct the Trustee or the Paying Agent to withdraw from the
Series 1999-1 Collection Account on such Payment Date the lesser of (A) the
amount on deposit in the Series 1999-1 Collection Account representing such
amount drawn on the Series 1999-1 Letter of Credit and (B) the amount of the
remaining Class A Monthly Interest Shortfall and deposit such amount in the
Class A Distribution Account to pay the Class A Interest Amount and any unpaid
Class A Deficiency Amounts with respect to such Payment Date (together with
accrued interest on all such unpaid Class A Deficiency Amounts). On each Payment
Date the Paying Agent shall, in accordance with Section 5.1 of the Base
Indenture and the Master Servicer's most recent Monthly Certificate, pay to the
Class A Noteholders from the Class A Distribution Account the amount deposited
in the Class A Distribution Account for the payment of the Class A Interest
Amount pursuant to Section 4.8(a) of this Supplement and clauses (i), (ii) and
(iii) of this Section 4.9(a).
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(b) Class B Notes. On each Payment Date, (i) to the extent
that any Class B Monthly Interest Shortfall exists after the deposits required
pursuant to Section 4.8(b) of this Supplement, and if and only if an Insolvency
Period shall be continuing, the Master Servicer shall instruct the Trustee or
Paying Agent to withdraw from funds on deposit in the Series 1999-1 Cash
Liquidity Account an amount equal to the lesser of (A) the amount of such Class
B Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1
Cash Liquidity Account (after giving effect to any withdrawals therefrom
required on such Payment Date by Sections 4.24(a), 4.8(f) and 4.9(a)(i)), and
deposit such amount in the Class B Distribution Account to pay the Class B
Interest Amount and any unpaid Class B Deficiency Amounts with respect to such
Payment Date (together with accrued interest on all unpaid Class B Deficiency
Amounts), (ii) to the extent any Class B Monthly Interest Shortfall exists after
the deposits required pursuant to Section 4.8(b) and, if applicable, Section
4.9(b)(i) of this Supplement have been made, the Master Servicer shall instruct
the Trustee or the Paying Agent to withdraw from funds on deposit in the Series
1999-1 Excess Funding Account an amount equal to the least of (A) the amount on
deposit in the Series 1999-1 Excess Funding Account on such Payment Date (after
application of any amounts pursuant to Section 4.9(a) of this Supplement),(B)
the Series 1999-1 Available Subordinated Amount at such time (after application
of any amounts pursuant to Section 4.9(a) of this Supplement), and (C) the
remaining amount of the Class B Monthly Interest Shortfall, and deposit such
amount in the Class B Distribution Account to pay the Class B Interest Amount
and any unpaid Class B Deficiency Amounts with respect to such Payment Date
(together with accrued interest on all such unpaid Class B Deficiency Amounts)
and (iii) to the extent any such Class B Monthly Interest Shortfall remains
after the deposits required pursuant to Section 4.9(b)(i) (if applicable) and
Section 4.9(b)(ii) of this Supplement have been made, if amounts have been drawn
on the Series 1999-1 Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this Supplement, the Master
Servicer shall instruct the Trustee or the Paying Agent to withdraw from the
Series 1999-1 Collection Account on such Payment Date the lesser of (A) the
amount on deposit in the Series 1999-1 Collection Account representing such
amount drawn on the Series 1999-1 Letter of Credit (after application of any
amounts pursuant to Section 4.9(a) of this Supplement) and (B) the amount of the
remaining Class B Monthly Interest Shortfall and deposit such amount in the
Class B Distribution Account to pay the Class B Interest Amount and any unpaid
Class B Deficiency Amounts with respect to such Payment Date (together with
accrued interest on all such unpaid Class B Deficiency Amounts). On each Payment
Date the Paying Agent shall, in accordance with Section 5.1 of the Base
Indenture and the Master Servicer's most recent Monthly Certificate, but subject
to Section 4.14 of this Supplement, pay to the Class B
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Noteholders from the Class B Distribution Account the amount deposited in the
Class B Distribution Account for the payment of the Class B Interest Amount
pursuant to Section 4.8(b) of this Supplement and clauses (i),(ii) and (iii) of
this Section 4.9(b).
(c) Class C Notes. On each Payment Date, (i) to the extent
that any Class C Monthly Interest Shortfall exists after the deposits required
pursuant to Section 4.8(c) of this Supplement, and if and only if an Insolvency
Period shall be continuing, the Master Servicer shall instruct the Trustee or
Paying Agent to withdraw from funds on deposit in the Series 1999-1 Cash
Liquidity Account an amount equal to the lesser of (A) the amount of such Class
C Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1
Cash Liquidity Account (after giving effect to any withdrawals therefrom
required on such Payment Date by Sections 4.24(a), 4.8(f), 4.9(a)(i) and
4.9(b)(i)), and deposit such amount in the Class C Distribution Account to pay
the Class C Interest Amount and any unpaid Class C Deficiency Amounts with
respect to such Payment Date (together with accrued interest on all unpaid Class
C Deficiency Amounts),(ii) to the extent any Class C Monthly Interest Shortfall
exists after the deposits required pursuant to Section 4.8(c) and, if
applicable, Section 4.9(c)(i) of this Supplement have been made, the Master
Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds
on deposit in the Series 1999-1 Excess Funding Account an amount equal to the
least of (A) the amount on deposit in the Series 1999-1 Excess Funding Account
on such Payment Date (after application of any amounts pursuant to Sections
4.9(a) and (b) of this Supplement), (B) the Series 1999-1 Available Subordinated
Amount at such time (after application of any amounts pursuant to Sections
4.9(a) and (b) of this Supplement), and (C) the amount of the Class C Monthly
Interest Shortfall, and deposit such amount in the Class C Distribution Account
to pay the Class C Interest Amount and any unpaid Class C Deficiency Amounts
with respect to such Payment Date (together with accrued interest on all such
unpaid Class C Deficiency Amounts) and (iii) to the extent any such Class C
Monthly Interest Shortfall remains after the deposits required pursuant to
Section 4.9(c)(i) (if applicable) and Section 4.9(c)(ii) of this Supplement have
been made, if amounts have been drawn on the Series 1999-1 Letter of Credit and
deposited into the Series 1999-1 Collection Account pursuant to Section 4.18 of
this Supplement, the Master Servicer shall instruct the Trustee or the Paying
Agent to withdraw from the Series 1999-1 Collection Account on such Payment Date
the lesser of (A) the amount on deposit in the Series 1999-1 Collection Account
representing such amount drawn on the Series 1999-1 Letter of Credit (after
application of any amounts pursuant to Sections 4.9(a) and (b) of this
Supplement) and (B) the amount of the remaining Class C Monthly Interest
Shortfall and deposit such amount in the Class C Distribution Account to pay the
Class C Interest Amount and any unpaid Class C Deficiency Amounts with
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respect to such Payment Date (together with accrued interest on all such unpaid
Class C Deficiency Amounts). On each Payment Date the Paying Agent shall, in
accordance with Section 5.1 of the Base Indenture and the Master Servicer's most
recent Monthly Certificate, but subject to Section 4.16 of this Supplement, pay
to the Class C Noteholders from the Class C Distribution Account the amount
deposited in the Class C Distribution Account for the payment of the Class C
Interest Amount pursuant to Section 4.8(c) of this Supplement and clauses (i),
(ii) and (iii) of this Section 4.9(c).
(d) Class D Notes. On each Payment Date, (i) to the extent
that any Class D Monthly Interest Shortfall exists after the deposits required
pursuant to Section 4.8(c) of this Supplement, and if and only if an Insolvency
Period shall be continuing, the Master Servicer shall instruct the Trustee or
Paying Agent to withdraw from funds on deposit in the Series 1999-1 Cash
Liquidity Account an amount equal to the lesser of (A) the amount of such Class
D Monthly Interest Shortfall and (B) the amount on deposit in the Series 1999-1
Cash Liquidity Account (after giving effect to any withdrawals therefrom
required on such Payment Date by Sections 4.24(a), 4.8(f), 4.9(a)(i), 4.9(b)(i)
and 4.9(c)(i)), and deposit such amount in the Class D Distribution Account to
pay the Class D Interest Amount and any unpaid Class D Deficiency Amounts with
respect to such Payment Date (together with accrued interest on all unpaid Class
D Deficiency Amounts), (ii) to the extent any Class D Monthly Interest Shortfall
exists after the deposits required pursuant to Section 4.8(d) and, if
applicable, Section 4.9(d)(i) of this Supplement have been made, the Master
Servicer shall instruct the Trustee or the Paying Agent to withdraw from funds
on deposit in the Series 1999-1 Excess Funding Account an amount equal to the
least of (A) the amount on deposit in the Series 1999-1 Excess Funding Account
on such Payment Date (after application of any amounts pursuant to Sections
4.9(a), (b) and (c) of this Supplement), (B) the Series 1999-1 Available
Subordinated Amount at such time (after application of any amounts pursuant to
Sections 4.9(a), (b) and (c) of this Supplement), and (C) the amount of the
Class D Monthly Interest Shortfall, and deposit such amount in the Class D
Distribution Account to pay the Class D Interest Amount and any unpaid Class D
Deficiency Amounts with respect to such Payment Date (together with accrued
interest on all such unpaid Class D Deficiency Amounts) and (iii) to the extent
any such Class D Monthly Interest Shortfall remains after the deposits required
pursuant to Section 4.9(d)(i) (if applicable) and Section 4.9(d)(ii) of this
Supplement have been made, if amounts have been drawn on the Series 1999-1
Letter of Credit and deposited into the Series 1999-1 Collection Account
pursuant to Section 4.18 of this Supplement, the Master Servicer shall instruct
the Trustee or the Paying Agent to withdraw from the Series 1999-1 Collection
Account on such Payment Date the lesser of (A) the amount on deposit in the
Series 1999-1
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Collection Account representing such amount drawn on the Series 1999-1 Letter of
Credit (after application of any amounts pursuant to Sections 4.9(a),(b) and (c)
of this Supplement) and (B) the amount of the remaining Class D Monthly Interest
Shortfall and deposit such amount in the Class D Distribution Account to pay the
Class D Interest Amount and any unpaid Class D Deficiency Amounts with respect
to such Payment Date (together with accrued interest on all such unpaid Class D
Deficiency Amounts). On each Payment Date the Paying Agent shall, in accordance
with Section 5.1 of the Base Indenture and the Master Servicer's most recent
Monthly Certificate, but subject to Section 4.23 of this Supplement, pay to the
Class D Noteholders from the Class D Distribution Account the amount deposited
in the Class D Distribution Account for the payment of the Class D Interest
Amount pursuant to Section 4.8(d) of this Supplement and clauses (i) and (ii) of
this Section 4.9(d).
Section 4.10 Payment of Note Principal.
All payments made pursuant to this Section 4.10 will
be made in accordance with the written instructions of the Master
Servicer.
(a) Class A Notes.
(i) Commencing on the second Determination Date after
the commencement of the Class A Controlled Amortization Period
or the first Determination Date after the commencement of the
Series 1999-1 Rapid Amortization Period, the Master Servicer
shall instruct the Trustee or the Paying Agent as to the
following:
(A) the Class A Controlled Distribution
Amount for the Related Month, (B) the amount
allocated to the Class A Notes during the Related
Month pursuant to Section 4.7(b)(i)(2) or
4.7(c)(i)(2) of this Supplement, as applicable, and
(C) the amount, if any, by which the amount in clause
(A) above exceeds the amount in clause (B) above (the
amount of such excess the "Class A Controlled
Distribution Amount Deficiency"); and
(ii) Commencing on the second Payment Date after the
commencement of the Class A Controlled Amortization Period,
the Trustee shall, in respect of the Class A Notes, (1)
withdraw from the Series 1999-1 Collection Account an amount
equal to the lesser of the amounts specified in clauses (A)
and (B) of Section 4.10(a)(i) of this Supplement, (2) to the
extent any Class A Controlled Distribution Amount Deficiency
remains after application of the amounts specified in clause
(1) of this subsection, the Master Servicer shall instruct the
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Trustee or the Paying Agent to withdraw, from funds on deposit
in the Excess Funding Accounts for the other Group I Series of
Notes, if any, an amount equal to the lesser of (x) the
aggregate amount on deposit in such Excess Funding Accounts on
such Payment Date (after application of any such amounts to
pay principal and interest in respect of the related Series of
Notes pursuant to the related Series Supplements) in excess of
the related Available Subordinated Amounts at such time, and
(y) the remaining amount of the Class A Controlled
Distribution Amount Deficiency, and deposit such amounts in
the Class A Distribution Account to be paid, pro rata, to the
Class A Noteholders on account of the Class A Controlled
Distribution Amount, provided that any such amounts withdrawn
from the Excess Funding Accounts for the other Group I Series
of Notes shall be applied on a pro rata basis with respect to
each Group I Series of Notes with respect to which a Class A
Controlled Distribution Amount Deficiency exists after
application of the amounts specified in the corresponding
sections of the related Series Supplements,(3) to the extent
any Class A Controlled Distribution Amount Deficiency exists
after application of the amounts specified in clauses (1) and
(2) of this subsection, the Master Servicer shall instruct the
Trustee or the Paying Agent to withdraw, from funds on deposit
in the Series 1999-1 Excess Funding Account, an amount equal
to the least of (u) the amount on deposit in the Series 1999-1
Excess Funding Account on such Payment Date (after application
of any amounts pursuant to Sections 4.9(a),(b),(c) and (d) of
this Supplement), (v) the Series 1999-1 Available Subordinated
Amount at such time and (w) the remaining amount of the Class
A Controlled Distribution Amount Deficiency and deposit such
amounts in the Class A Distribution Account to be paid, pro
rata, to the Class A Noteholders on account of the Class A
Controlled Distribution Amount, and (4) to the extent any
Class A Controlled Distribution Amount Deficiency remains
after application of the amounts specified in clauses (1)
through (3) of this subsection, if amounts have been drawn on
the Series 1999-1 Letter of Credit and deposited into the
Series 1999-1 Collection Account pursuant to Section 4.18 of
this Supplement, or amounts have been claimed under the Demand
Note or drawn under the Series 1999-1 Letter of Credit in
respect thereof and deposited into the Series 1999-1
Collection Account pursuant to Section 4.19 of this
Supplement, the Master Servicer shall instruct the Trustee or
the Paying Agent to withdraw from the Series 1999-1 Collection
Account on such Payment Date the lesser of (x) the amount on
deposit in the Series 1999-1 Collection Account
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representing such draw on the Series 1999-1 Letter of Credit
or payment under the Demand Note (after application of any
portion thereof pursuant to Sections 4.9(a), (b), (c) and (d)
of this Supplement) and (y) the remaining amount of the Class
A Controlled Distribution Amount Deficiency (if any), and
deposit such amount in the Class A Distribution Account to be
paid, pro rata, to the Class A Noteholders on account of the
Class A Controlled Distribution Amount; provided, however,
that on the final Payment Date for the Class A Notes, the
Trustee shall withdraw from such accounts, as provided above,
an amount which is no greater than the sum of the Class A
Invested Amount as of such date and the amounts described in
Section 4.25 of this Supplement. The Invested Amount of all
outstanding Class A Notes and the amounts described in Section
4.25 of this Supplement shall be due and payable on the Series
1999-1 Termination Date.
(iii) Commencing on the first Payment Date after the
commencement of the Series 1999-1 Rapid Amortization Period,
the Trustee shall (1) withdraw from the Series 1999-1
Collection Account the amount allocated thereto pursuant to
Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any
portion of the Class A Invested Amount still remains unpaid
after application of the amounts specified in clause (1)
above, the Master Servicer shall instruct the Trustee or the
Paying Agent to withdraw, from funds on deposit in the related
Excess Funding Accounts of any additional Group I Series of
Notes, if any, an amount equal to the lesser of (x) the
aggregate amount on deposit in such Excess Funding Accounts on
such Payment Date (after application of any such amounts to
pay principal and interest in respect of the related Series of
Notes pursuant to the related Series Supplements) in excess of
the related Available Subordinated Amounts at such time and
(y) the unpaid portion of the Class A Invested Amount and
deposit such amounts in the Class A Distribution Account to be
paid, pro rata, to the Class A Noteholders, provided that any
such amounts withdrawn from the Excess Funding Accounts for
the other Group I Series of Notes shall be applied on a pro
rata basis with respect to each Group I Series of Notes with
respect to which a deficiency exists, (3) to the extent any
portion of the Class A Invested Amount remains unpaid after
application of the amount specified in clauses (1) and (2),
the Master Servicer shall instruct the Trustee or the Paying
Agent to withdraw, from funds on deposit in the Series 1999-1
Excess Funding Account, an amount equal to the least of (u)
the amount on deposit in the Series 1999-1 Excess Funding
Account on
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such Payment Date (after application of any amounts pursuant
to Sections 4.9(a), (b), (c) and (d) of this Supplement), (v)
the Series 1999-1 Available Subordinated Amount at such time
and (w) the unpaid portion of the Class A Invested Amount and
deposit such amount in the Class A Distribution Account to be
paid, pro rata, to the Class A Noteholders, and (4) to the
extent any portion of the Class A Invested Amount still
remains unpaid after application of the amounts specified in
clauses (1) through (3) above, if amounts have been drawn on
the Series 1999-1 Letter of Credit and deposited into the
Series 1999-1 Collection Account pursuant to Section 4.18 of
this Supplement or amounts have been claimed under the Demand
Note or drawn under the Series 1999-1 Letter of Credit in
respect thereof and deposited into the Series 1999-1
Collection Account pursuant to Section 4.19 of this
Supplement, the Master Servicer shall instruct the Trustee or
the Paying Agent to withdraw from the Series 1999-1 Collection
Account on such Payment Date the least of (x) the amount on
deposit in the Series 1999-1 Collection Account representing
such draw on the Series 1999-1 Letter of Credit or payment
under the Demand Note (after application of any portion
thereof pursuant to Sections 4.9(a), (b), (c) and (d) of this
Supplement), (y) the Permitted Principal Draw Amount on such
date, and (z) the excess of the Class A Invested Amount over
the amounts described in clauses (1) through (3) above and
deposit such amounts in the Class A Distribution Account to be
paid, pro rata, to the Class A Noteholders; provided, however,
that on the final Payment Date for the Class A Notes, the
Trustee shall withdraw from the Series 1999-1 Collection
Account, as provided above, an aggregate amount which is no
greater than the sum of the Class A Invested Amount as of such
date and the amounts described in Section 4.25 of this
Supplement. The Invested Amount of each outstanding Class of
Class A Notes and the amounts described in Section 4.25 of
this Supplement shall be due and payable on the Series 1999-1
Termination Date for such Class.
(iv) On each Payment Date occurring on or after the
date a withdrawal is made pursuant to Sections 4.10(a)(ii) and
(iii) of this Supplement, the Paying Agent shall, in
accordance with Section 5.1 of the Base Indenture and the
Master Servicer's most recent Monthly Certificate, pay to the
applicable Class A Noteholders, pro rata, the amount deposited
in the Class A Distribution Account for the payment of
principal pursuant to Sections 4.10(a)(ii) and (iii), as
applicable, of this Supplement.
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(b) Class B Notes.
(i) Commencing on the second Determination Date after
the commencement of the Class B Controlled Amortization
Period, or the first Determination Date after the commencement
of the Series 1999-1 Rapid Amortization Period, (provided that
the Class A Notes shall have then been paid in full), the
Servicer shall instruct the Trustee or the Paying Agent as to
the following:
(A) the Class B Controlled Distribution
Amount for the Related Month, (B) the amount
allocated to the Class B Notes during the Related
Month pursuant to Section 4.7(b)(i)(2) or
4.7(c)(i)(2) of this Supplement, as applicable, and
(C) the amount, if any, by which the amount in clause
(A) above exceeds the amount in clause (B) above (the
amount of such excess, the "Class B Controlled
Distribution Amount Deficiency"); and
(ii) Commencing on the second Payment Date after the
commencement of the Class B Controlled Amortization Period,
the Trustee shall, subject to Section 4.14 of this Supplement,
(1) withdraw from the Series 1999-1 Collection Account an
amount equal to the lesser of the amounts specified in clauses
(A) and (B) of Section 4.10(b)(i) of this Supplement, (2) to
the extent any Class B Controlled Distribution Amount
Deficiency remains after application of the amounts specified
in clause (1) of this subsection, the Master Servicer shall
instruct the Trustee or the Paying Agent to withdraw, from
funds on deposit in the Excess Funding Accounts, for the other
Group I Series of Notes, if any, an amount equal to the lesser
of (x) the aggregate amount on deposit in such Excess Funding
Accounts on such Payment Date (after application of any such
amounts to pay principal and interest in respect of the
related Series of Notes pursuant to the related Series
Supplements) in excess of the related Available Subordinated
Amounts at such time, and (y) the remaining amount of the
Class B Controlled Distribution Amount Deficiency, and deposit
such amounts in the Class B Distribution Account to be paid,
pro rata, to the Class B Noteholders on account of the Class B
Controlled Distribution Amount, provided that any such amounts
withdrawn from the Excess Funding Accounts for the other Group
I Series of Notes shall be applied on a pro rata basis with
respect to each Group I Series of Notes with respect to which
a Class B Controlled Distribution Amount Deficiency exists
after application of the amounts specified in the
corresponding sections
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of the related Series Supplements, (3) to the extent any Class
B Controlled Distribution Amount Deficiency exists after
application of the amount specified in clauses (1) and (2) of
this subsection, the Master Servicer shall instruct the
Trustee or the Paying Agent to withdraw, from funds on deposit
in the Series 1999-1 Excess Funding Account, an amount equal
to the least of (u) the amount on deposit in the Series 1999-1
Excess Funding Account on such Payment Date (after application
of any amounts pursuant to Sections 4.9(a), (b), (c) and (d)
and Section 4.10(a) of this Supplement), (v) the Series 1999-1
Available Subordinated Amount at such time and (w) the
remaining amount of the Class B Controlled Distribution Amount
Deficiency and deposit such amounts in the Class B
Distribution Account to be paid, pro rata, to the Class B
Noteholders on account of the Class B Controlled Distribution
Amount, and (4) to the extent any Class B Controlled
Distribution Amount Deficiency remains after application of
the amounts specified in clauses (1) through (3) of this
subsection, if amounts have been drawn on the Series 1999-1
Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this
Supplement, or amounts have been claimed under the Demand Note
or drawn under the Series 1999-1 Letter of Credit in respect
thereof and deposited into the Series 1999-1 Collection
Account pursuant to Section 4.19 of this Supplement, the
Master Servicer shall instruct the Trustee or the Paying Agent
to withdraw from the Series 1999-1 Collection Account on such
Payment Date the lesser of (x) the amount on deposit in the
Series 1999-1 Collection Account representing such draw on the
Series 1999-1 Letter of Credit or payment under the Demand
Note (after application of any portion thereof pursuant to
Sections 4.9(a), (b), (c) and (d) and Section 4.10(a) of this
Supplement) and (y) the remaining amount of the Class B
Controlled Distribution Amount Deficiency (if any), and
deposit such amounts in the Class B Distribution Account to be
paid, pro rata, to the Class B Noteholders on account of the
Class B Controlled Distribution Amount; provided, however,
that on the final Payment Date for the Class B Notes, the
Trustee shall withdraw from such accounts, as provided above,
an amount which is no greater than the sum of the Class B
Invested Amount as of such date and the amounts described in
Section 4.25 of this Supplement. The Invested Amount of all
outstanding Class B Notes and the amounts described in Section
4.25 of this Supplement shall be due and payable on the Series
1999- 1 Termination Date.
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(iii) Commencing on the first Payment Date after the
commencement of the Series 1999-1 Rapid Amortization Period,
provided that the Class A Notes shall have then been paid in
full, the Trustee shall (1) withdraw from the Series 1999-1
Collection Account the amount allocated thereto pursuant to
Section 4.7(c)(i)(2) of this Supplement, (2) to the extent any
portion of the Class B Invested Amount still remains unpaid
after application of the amounts specified in clause (1)
above, the Master Servicer shall instruct the Trustee or the
Paying Agent to withdraw, from funds on deposit in the related
Excess Funding Accounts of any additional Group I Series of
Notes, if any, an amount equal to the lesser of (x) the
aggregate amount on deposit in such Excess Funding Accounts on
such Payment Date (after application of any such amounts to
pay principal and interest in respect of the related Series of
Notes pursuant to the related Series Supplements) in excess of
the related Available Subordinated Amounts at such time, and
(y) the unpaid portion of the Class B Invested Amount and
deposit such amounts in the Class B Distribution Account to be
paid, pro rata, to the Class B Noteholders, provided that any
such amounts withdrawn from the Excess Funding Accounts for
the other Group I Series of Notes shall be applied on a pro
rata basis with respect to each Group I Series of Notes with
respect to which a deficiency exists, (3) to the extent any
portion of the Class B Invested Amount still remains unpaid
after application of the amount specified in clauses (1) and
(2) above, the Master Servicer shall instruct the Trustee or
the Paying Agent to withdraw, from funds on deposit in the
Series 1999-1 Excess Funding Account, an amount equal to the
least of (u) the amount on deposit in the Series 1999-1 Excess
Funding Account on such Payment Date (after application of any
amounts pursuant to Sections 4.9(a), (b), (c) and (d) and
Section 4.10(a) of this Supplement), (v) the Series 1999-1
Available Subordinated Amount at such time and (w) the unpaid
portion of the Class B Invested Amount and deposit such amount
in the Class B Distribution Account to be paid, pro rata, to
the Class B Noteholders, and (4) to the extent any portion of
the Class B Invested Amount still remains unpaid after
application of the amounts specified in clauses (1) through
(3) above, if amounts have been drawn on the Series 1999-1
Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this Supplement
or amounts have been claimed under the Demand Note or drawn
under the Series 1999-1 Letter of Credit in respect thereof
and deposited into the Series 1999-1 Collection Account
pursuant to Section 4.19 of this Supplement, the Master
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Servicer shall instruct the Trustee or the Paying Agent to
withdraw from the Series 1999-1 Collection Account on such
Payment Date the least of (x) the amount on deposit in the
Series 1999-1 Collection Account representing such draw on the
Series 1999-1 Letter of Credit or payment under the Demand
Note (after application of any portion thereof pursuant to
Sections 4.9(a), (b), (c) and (d) and Section 4.10(a) of this
Supplement), (y) the Permitted Principal Draw Amount on such
date (after giving effect to any withdrawals from the Series
1999-1 Collection Account pursuant to Section 4.10(a)) and (z)
the excess of the Class B Invested Amount over the amounts
described in clauses (1) through (3) above and deposit such
amount in the Class B Distribution Account to be paid, pro
rata, to the Class B Noteholders; provided, however, that on
the final Payment Date for the Class B Notes, the Trustee
shall withdraw from the Series 1999-1 Collection Account, as
provided above, an aggregate amount which is no greater than
the sum of the Class B Invested Amount as of such date and the
amounts described in Section 4.25 of this Supplement. Subject
to Section 4.14 of this Supplement, the Invested Amount of
each outstanding Class of Class B Notes and the amounts
described in Section 4.25 of this Supplement shall be due and
payable on the Series 1999-1 Termination Date for such Class.
(iv) On each Payment Date occurring on or after the
date a withdrawal is made pursuant to Section 4.10(b)(ii) and
(iii) of this Supplement, the Paying Agent shall, in
accordance with Section 5.1 of the Base Indenture and the
Servicer's most recent Monthly Certificate pay to the
applicable Class B Noteholders, pro rata, the amount deposited
in the Class B Distribution Account for the payment of
principal pursuant to Section 4.10(b)(ii) and (iii), as
applicable, of this Supplement.
(c) Class C Notes.
(i) Commencing on the second Determination Date after
the commencement of the Class C Controlled Amortization
Period, or the first Determination Date after the commencement
of the Series 1999-1 Rapid Amortization Period, (provided that
the Class A Notes and the Class B Notes shall have then been
paid in full), the Servicer shall instruct the Trustee or the
Paying Agent as to the following:
(A) the Class C Controlled Distribution
Amount for the Related Month, (B) the amount
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allocated to the Class C Notes during the Related
Month pursuant to Section 4.7(b)(i)(2) or
4.7(c)(i)(2) of this Supplement, as applicable, and
(C) the amount, if any, by which the amount in clause
(A) above exceeds the amount in clause (B) above (the
amount of such excess, the "Class C Controlled
Distribution Amount Deficiency"); and
(ii) Commencing on the second Payment Date after the
commencement of the Class C Controlled Amortization Period,
the Trustee shall, subject to Section 4.16 of this Supplement,
(1) withdraw from the Series 1999-1 Collection Account an
amount equal to the lesser of the amounts specified in clauses
(A) and (B) of Section 4.10(c)(i) of this Supplement, (2) to
the extent any Class C Controlled Distribution Amount
Deficiency remains after application of the amounts specified
in clause (1) of this subsection, the Master Servicer shall
instruct the Trustee or the Paying Agent to withdraw, from
funds on deposit in the Excess Funding Accounts, for the other
Group I Series of Notes, if any, an amount equal to the lesser
of (x) the aggregate amount on deposit in such Excess Funding
Accounts on such Payment Date (after application of any such
amounts to pay principal and interest in respect of the
related Series of Notes pursuant to the related Series
Supplements) in excess of the related Available Subordinated
Amounts at such time, and (y) the remaining amount of the
Class C Controlled Distribution Amount Deficiency, and deposit
such amounts in the Class C Distribution Account to be paid,
pro rata, to the Class C Noteholders on account of the Class C
Controlled Distribution Amount, provided that any such amounts
withdrawn from the Excess Funding Accounts for the other Group
I Series of Notes shall be applied on a pro rata basis with
respect to each Group I Series of Notes with respect to which
a Class C Controlled Distribution Amount Deficiency exists
after application of the amounts specified in the
corresponding sections of the related Series Supplements, (3)
to the extent any Class C Controlled Distribution Amount
Deficiency exists after application of the amount specified in
clauses (1) and (2) of this subsection, the Master Servicer
shall instruct the Trustee or the Paying Agent to withdraw,
from funds on deposit in the Series 1999-1 Excess Funding
Account, an amount equal to the least of (u) the amount on
deposit in the Series 1999-1 Excess Funding Account on such
Payment Date (after application of any amounts pursuant to
Sections 4.9(a), (b), (c) and (d) and Sections 4.10(a) and (b)
of this Supplement), (v) the Series 1999-1 Available
Subordinated Amount at such time and (w) the remaining
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amount of the Class C Controlled Distribution Amount
Deficiency and deposit such amounts in the Class C
Distribution Account to be paid, pro rata, to the Class C
Noteholders on account of the Class C Controlled Distribution
Amount, and (4) to the extent any Class C Controlled
Distribution Amount Deficiency remains after application of
the amounts specified in clauses (1) through (3) of this
subsection, if amounts have been drawn on the Series 1999-1
Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this
Supplement, or amounts have been claimed under the Demand Note
or drawn under the Series 1999-1 Letter of Credit in respect
thereof and deposited into the Series 1999-1 Collection
Account pursuant to Section 4.19 of this Supplement, the
Master Servicer shall instruct the Trustee or the Paying Agent
to withdraw from the Series 1999-1 Collection Account on such
Payment Date the lesser of (x) the amount on deposit in the
Series 1999-1 Collection Account representing such draw on the
Series 1999-1 Letter of Credit or payment under the Demand
Note (after application of any portion thereof pursuant to
Sections 4.9(a), (b), (c) and (d) and Sections 4.10(a) and (b)
of this Supplement) and (y) the remaining amount of the Class
C Controlled Distribution Amount Deficiency (if any), and
deposit such amounts in the Class C Distribution Account to be
paid, pro rata, to the Class C Noteholders on account of the
Class C Controlled Distribution Amount; provided, however,
that on the final Payment Date for the Class C Notes, the
Trustee shall withdraw from such accounts, as provided above,
an amount which is no greater than the sum of the Class C
Invested Amount as of such date and the amounts described in
Section 4.25 of this Supplement. The Invested Amount of all
outstanding Class C Notes and the amounts described in Section
4.25 of this Supplement shall be due and payable on the Series
1999- 1 Termination Date.
(iii) Commencing on the first Payment Date after the
commencement of the Series 1999-1 Rapid Amortization Period,
provided that the Class A Notes and the Class B Notes shall
have then been paid in full, the Trustee shall (1) withdraw
from the Series 1999-1 Collection Account the amount allocated
thereto pursuant to Section 4.7(c)(i)(2) of this Supplement,
(2) to the extent any portion of the Class C Invested Amount
still remains unpaid after application of the amounts
specified in clause (1) above, the Master Servicer shall
instruct the Trustee or the Paying Agent to withdraw, from
funds on deposit in the related Excess Funding Accounts of any
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additional Group I Series of Notes, if any, an amount equal to
the lesser of (x) the aggregate amount on deposit in such
Excess Funding Accounts on such Payment Date (after
application of any such amounts to pay principal and interest
in respect of the related Series of Notes pursuant to the
related Series Supplement) in excess of the related Available
Subordinated Amounts at such time, and (y) the unpaid portion
of the Class C Invested Amount and deposit such amounts in the
Class C Distribution Account to be paid, pro rata, to the
Class C Noteholders, provided that any such amounts withdrawn
from the Excess Funding Accounts for the other Group I Series
of Notes shall be applied on a pro rata basis with respect to
each Group I Series of Notes with respect to which a
deficiency exists, (3) to the extent any portion of the Class
C Invested Amount still remains unpaid after application of
the amount specified in clauses (1) and (2) above, the Master
Servicer shall instruct the Trustee or the Paying Agent to
withdraw, from funds on deposit in the Series 1999-1 Excess
Funding Account, an amount equal to the least of (u) the
amount on deposit in the Series 1999-1 Excess Funding Account
on such Payment Date (after application of any amounts
pursuant to Sections 4.9(a), (b), (c) and (d) and Sections
4.10(a) and (b) of this Supplement), (v) the Series 1999-1
Available Subordinated Amount at such time and (w) the unpaid
portion of the Class C Invested Amount and deposit such amount
in the Class C Distribution Account to be paid, pro rata, to
the Class C Noteholders, and (4) to the extent any portion of
the Class C Invested Amount still remains unpaid after
application of the amounts specified in clauses (1) through
(3) above, if amounts have been drawn on the Series 1999-1
Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this Supplement
or amounts have been claimed under the Demand Note or drawn
under the Series 1999-1 Letter of Credit in respect thereof
and deposited into the Series 1999-1 Collection Account
pursuant to Section 4.19 of this Supplement, the Master
Servicer shall instruct the Trustee or the Paying Agent to
withdraw from the Series 1999-1 Collection Account on such
Payment Date the least of (x) the amount on deposit in the
Series 1999-1 Collection Account representing such draw on the
Series 1999-1 Letter of Credit or payment under the Demand
Note (after application of any portion thereof pursuant to
Sections 4.9(a), (b), (c) and (d) and Sections 4.10(a) and (b)
of this Supplement), (y) the Permitted Principal Draw Amount
on such date (after giving effect to any withdrawals from the
Series 1999-1 Collection Account pursuant to Sections 4.10(a)
and (b)) and (z)
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the excess of the Class C Invested Amount over the amounts
described in clauses (1) through (3) above and deposit such
amounts in the Class C Distribution Account to be paid, pro
rata, to the Class C Noteholders; provided, however, that on
the final Payment Date for the Class C Notes, the Trustee
shall withdraw from the Series 1999-1 Collection Account, as
provided above, an aggregate amount which is no greater than
the sum of the Class C Invested Amount as of such date and the
amounts described in Section 4.25 of this Supplement. Subject
to Section 4.16 of this Supplement, the Invested Amount of
each outstanding Class of Class C Notes and the amounts
described in Section 4.25 of this Supplement shall be due and
payable on the Series 1999-1 Termination Date for such Class.
(iv) On each Payment Date occurring on or after the
date a withdrawal is made pursuant to Section 4.10(c)(ii) and
(iii) of this Supplement, the Paying Agent shall, in
accordance with Section 5.1 of the Base Indenture and the
Servicer's most recent Monthly Certificate pay to the
applicable Class C Noteholders, pro rata, the amount deposited
in the Class C Distribution Account for the payment of
principal pursuant to Section 4.10(c)(ii) and (iii), as
applicable, of this Supplement.
(d) Class D Notes.
(i) Commencing on the second Determination Date after
the commencement of the Class D Controlled Amortization
Period, or the first Determination Date after the commencement
of the Series 1999-1 Rapid Amortization Period, (provided that
the Class A Notes, the Class B Notes and the Class C Notes
shall have then been paid in full), the Servicer shall
instruct the Trustee or the Paying Agent as to the following:
(A) the Class D Controlled Distribution
Amount for the Related Month, (B) the amount
allocated to the Class D Notes during the Related
Month pursuant to Section 4.7(b)(i)(2) or
4.7(c)(i)(2) of this Supplement, as applicable, and
(C) the amount, if any, by which the amount in clause
(A) above exceeds the amount in clause (B) above (the
amount of such excess, the "Class D Controlled
Distribution Amount Deficiency"); and
(ii) Commencing on the second Payment Date after the
commencement of the Class D Controlled Amortization Period,
the Trustee shall, subject to Section 4.23 of this Supplement,
(1) withdraw from the Series 1999-1
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Collection Account an amount equal to the lesser of the
amounts specified in clauses (A) and (B) of Section 4.10(d)(i)
of this Supplement, (2) to the extent any Class D Controlled
Distribution Amount Deficiency remains after application of
the amounts specified in clause (1) of this subsection, the
Master Servicer shall instruct the Trustee or the Paying Agent
to withdraw, from funds on deposit in the Excess Funding
Accounts, for the other Group I Series of Notes, if any, an
amount equal to the lesser of (x) the aggregate amount on
deposit in such Excess Funding Accounts on such Payment Date
(after application of any such amounts to pay principal and
interest in respect of the related Series of Notes pursuant to
the related Series Supplements) in excess of the related
Available Subordinated Amounts at such time and (y) the
remaining amount of the Class D Controlled Distribution Amount
Deficiency, and deposit such amounts in the Class D
Distribution Account to be paid, pro rata, to the Class D
Noteholders on account of the Class D Controlled Distribution
Amount, provided that any such amounts withdrawn from the
Excess Funding Accounts for the other Group I Series of Notes
shall be applied on a pro rata basis with respect to each
Group I Series of Notes with respect to which a Class D
Controlled Distribution Amount Deficiency exists after
application of the amounts specified in the corresponding
sections of the related Series Supplements, (3) to the extent
any Class D Controlled Distribution Amount Deficiency exists
after application of the amount specified in clauses (1) and
(2) of this subsection, the Master Servicer shall instruct the
Trustee or the Paying Agent to withdraw, from funds on deposit
in the Series 1999-1 Excess Funding Account, an amount equal
to the least of (u) the amount on deposit in the Series 1999-1
Excess Funding Account on such Payment Date (after application
of any amounts pursuant to Sections 4.9(a), (b), (c) and (d)
and Sections 4.10(a), (b) and (c) of this Supplement), (v) the
Series 1999-1 Available Subordinated Amount at such time and
(w) the remaining amount of the Class D Controlled
Distribution Amount Deficiency and deposit such amounts in the
Class D Distribution Account to be paid, pro rata, to the
Class D Noteholders on account of the Class D Controlled
Distribution Amount, and (4) to the extent any Class D
Controlled Distribution Amount Deficiency remains after
application of the amounts specified in clauses (1) through
(3) of this subsection, if amounts have been drawn on the
Series 1999-1 Letter of Credit and deposited into the Series
1999-1 Collection Account pursuant to Section 4.18 of this
Supplement, or amounts have been claimed under the Demand Note
or drawn under
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8
the Series 1999-1 Letter of Credit in respect thereof and
deposited into the Series 1999-1 Collection Account pursuant
to Section 4.19 of this Supplement, the Master Servicer shall
instruct the Trustee or the Paying Agent to withdraw from the
Series 1999-1 Collection Account on such Payment Date the
lesser of (x) the amount on deposit in the Series 1999-1
Collection Account representing such draw on the Series 1999-1
Letter of Credit or payment under the Demand Note (after
application of any portion thereof pursuant to Sections
4.9(a), (b), (c) and (d) and Sections 4.10(a),(b) and (c) of
this Supplement) and (y) the remaining amount of the Class D
Controlled Distribution Amount Deficiency (if any), and
deposit such amounts in the Class D Distribution Account to be
paid, pro rata, to the Class D Noteholders on account of the
Class D Controlled Distribution Amount; provided, however,
that on the final Payment Date for the Class D Notes, the
Trustee shall withdraw from such accounts, as provided above,
an amount which is no greater than the sum of the Class D
Invested Amount as of such date and the amounts described in
Section 4.25 of this Supplement. The Invested Amount of all
outstanding Class D Notes and the amounts described in Section
4.25 of this Supplement shall be due and payable on the Series
1999- 1 Termination Date.
(iii) Commencing on the first Payment Date after the
commencement of the Series 1999-1 Rapid Amortization Period,
provided that the Class A Notes, the Class B Notes and the
Class C Notes shall have then been paid in full, the Trustee
shall (1) withdraw from the Series 1999-1 Collection Account
the amount allocated thereto pursuant to Section 4.7(c)(i)(2)
of this Supplement, (2) to the extent any portion of the Class
D Invested Amount still remains unpaid after application of
the amounts specified in clause (1) above, the Master Servicer
shall instruct the Trustee or the Paying Agent to withdraw,
from funds on deposit in the related Excess Funding Accounts
of any additional Group I Series of Notes, if any, an amount
equal to the lesser of (x) the aggregate amount on deposit in
such Excess Funding Accounts on such Payment Date (after
application of any such amounts to pay principal and interest
in respect of the related Series of Notes pursuant to the
related Series Supplements) in excess of the related Available
Subordinated Amounts at such time and (y) the unpaid portion
of the Class D Invested Amount and deposit such amounts in the
Class D Distribution Account to be paid, pro rata, to the
Class D Noteholders, provided that any such amounts withdrawn
from the Excess Funding Accounts for the other Group I
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Series of Notes shall be applied on a pro rata basis with
respect to each Group I Series of Notes with respect to which
a deficiency exists, (3) to the extent any portion of the
Class D Invested Amount still remains unpaid after application
of the amount specified in clauses (1) and (2) above, the
Master Servicer shall instruct the Trustee or the Paying Agent
to withdraw, from funds on deposit in the Series 1999-1 Excess
Funding Account, an amount equal to the least of (u) the
amount on deposit in the Series 1999-1 Excess Funding Account
on such Payment Date (after application of any amounts
pursuant to Sections 4.9(a), (b), (c) and (d) and Sections
4.10(a), (b) and (c) of this Supplement), (v) the Series
1999-1 Available Subordinated Amount at such time and (w) the
unpaid portion of the Class D Invested Amount and deposit such
amount in the Class D Distribution Account to be paid, pro
rata, to the Class D Noteholders, and (4) to the extent any
portion of the Class D Invested Amount still remains unpaid
after application of the amounts specified in clauses (1)
through (3) above, if amounts have been drawn on the Series
1999-1 Letter of Credit and deposited into the Series 1999-1
Collection Account pursuant to Section 4.18 of this Supplement
or amounts have been claimed under the Demand Note or drawn
under the Series 1999-1 Letter of Credit in respect thereof
and deposited into the Series 1999-1 Collection Account
pursuant to Section 4.19 of this Supplement, the Master
Servicer shall instruct the Trustee or the Paying Agent to
withdraw from the Series 1999-1 Collection Account on such
Payment Date the least of (x) the amount on deposit in the
Series 1999-1 Collection Account representing such draw on the
Series 1999-1 Letter of Credit or payment under the Demand
Note (after application of any portion thereof pursuant to
Sections 4.9(a), (b), (c) and (d) and Sections 4.10(a), (b)
and (c) of this Supplement), (y) the Permitted Principal Draw
Amount on such date (after giving effect to any withdrawals
from the Series 1999-1 Collection Account pursuant to Sections
4.10(a), (b) and (c)) and (z) the excess of the Class D
Invested Amount over the amounts described in clauses (1)
through (3) above and deposit such amounts in the Class D
Distribution Account to be paid, pro rata, to the Class D
Noteholders; provided, however, that on the final Payment Date
for the Class D Notes, the Trustee shall withdraw from the
Series 1999-1 Collection Account, as provided above, an
aggregate amount which is no greater than the sum of the Class
D Invested Amount as of such date and the amounts described in
Section 4.25 of this Supplement. Subject to Section 4.23 of
this Supplement, the Invested Amount of each outstanding Class
of
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Class D Notes and the amounts described in Section 4.25 of
this Supplement shall be due and payable on the Series 1999-1
Termination Date for such Class.
(iv) On each Payment Date occurring on or after the
date a withdrawal is made pursuant to Section 4.10(d)(ii) and
(iii) of this Supplement, the Paying Agent shall, in
accordance with Section 5.1 of the Base Indenture and the
Servicer's most recent Monthly Certificate pay to the
applicable Class D Noteholders, pro rata, the amount deposited
in the Class D Distribution Account for the payment of
principal pursuant to Section 4.10(d)(ii) and (iii), as
applicable, of this Supplement.
Section 4.11 Retained Distribution Account. On each Payment
Date, the Master Servicer shall, as applicable, instruct the Trustee in writing
to instruct the Paying Agent to transfer to the Retained Distribution Account
(established pursuant to Section 4.1(b) of the Base Indenture) (i) all funds
which are in the Collection Account that have been allocated to the Retained
Distribution Account as of such Payment Date and (ii) all funds that were
previously allocated to the Retained Distribution Account but not transferred to
the Retained Distribution Account.
Section 4.12 Class A Distribution Account.
(a) Establishment of Class A Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Class A Noteholders, or cause to be established and maintained, an account (the
"Class A Distribution Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A Noteholders.
The Class A Distribution Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Class A Distribution
Account. If the Class A Distribution Account is not maintained in accordance
with the previous sentence, the Master Servicer shall establish a new Class A
Distribution Account, within ten (10) Business Days after obtaining knowledge of
such fact, which complies with such sentence, and shall instruct the Trustee to
transfer all cash and investments from the non-qualifying Class A Distribution
Account into the new Class A Distribution Account. Initially, the Class A
Distribution Account will be established with the Trustee.
(b) Administration of the Class A Distribution Account. The
Master Servicer shall instruct the institution maintaining the Class A
Distribution Account in writing to invest funds on deposit in the Class A
Distribution Account at all times
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in Permitted Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the Payment Date following the
date on which such funds were received, unless any Permitted Investment held in
the Class A Distribution Account is held with the Paying Agent, in which case
such investment may mature on such Payment Date provided that such funds shall
be available for withdrawal on or prior to such Payment Date. The Trustee shall
hold, for the benefit of the Class A Noteholders, possession of any negotiable
instruments or securities evidencing the Permitted Investments from the time of
purchase thereof until the time of maturity.
(c) Earnings from Class A Distribution Account. Subject to the
restrictions set forth above, the Master Servicer shall have the authority to
instruct the Trustee with respect to the investment of funds on deposit in the
Class A Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Class A Distribution Account
shall be deemed to be on deposit and available for distribution.
(d) Class A Distribution Account Constitutes Additional
Collateral for Class A Notes. In order to secure and provide for the payment of
the RCFC Obligations with respect to the Class A Notes (but not the other
Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the
Trustee, for the benefit of the Class A Noteholders, all of RCFC's right, title
and interest in and to the following (whether now or hereafter existing and
whether now owned or hereafter acquired): (i) the Class A Distribution Account;
(ii) all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Class A
Distribution Account or the funds on deposit therein from time to time; (iv) all
Permitted Investments made at any time and from time to time with monies in the
Class A Distribution Account; and (v) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (v) are referred to, collectively, as the "Class A
Distribution Account Collateral"). The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Class A
Distribution Account and in all proceeds thereof. The Class A Distribution
Account Collateral shall be under the sole dominion and control of the Trustee,
and the Paying Agent at the direction of the Trustee, in each case for the
benefit of the Class A Noteholders.
Section 4.13 Class B Distribution Account.
(a) Establishment of Class B Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Class B Noteholders, or cause to be established and maintained, an account (the
"Class B Distribution Account"), bearing a designation clearly indicating
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that the funds deposited therein are held for the benefit of the Class B
Noteholders. The Class B Distribution Account shall be maintained (i) with a
Qualified Institution, or (ii) as a segregated trust account with the corporate
trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the Class B
Distribution Account. If the Class B Distribution Account is not maintained in
accordance with the previous sentence, the Master Servicer shall establish a new
Class B Distribution Account, within ten (10) Business Days after obtaining
knowledge of such fact, which complies with such sentence, and shall instruct
the Trustee to transfer all cash and investments from the non-qualifying Class B
Distribution Account into the new Class B Distribution Account. Initially, the
Class B Distribution Account will be established with the Trustee.
(b) Administration of the Class B Distribution Account. The
Master Servicer shall instruct the institution maintaining the Class B
Distribution Account in writing to invest funds on deposit in the Class B
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Payment Date following the date on which such funds were received, unless
any Permitted Investment held in the Class B Distribution Account is held with
the Paying Agent, in which case such investment may mature on such Payment Date
provided that such funds shall be available for withdrawal on or prior to such
Payment Date. The Trustee shall hold, for the benefit of the Class B
Noteholders, possession of any negotiable instruments or securities evidencing
the Permitted Investments from the time of purchase thereof until the time of
maturity.
(c) Earnings from Class B Distribution Account. Subject to the
restrictions set forth above, the Master Servicer shall have the authority to
instruct the Trustee with respect to the investment of funds on deposit in the
Class B Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Class B Distribution Account
shall be deemed to be on deposit and available for distribution.
(d) Class B Distribution Account Constitutes Additional
Collateral for Class B Notes. In order to secure and provide for the repayment
and payment of the RCFC Obligations with respect to the Class B Notes (but not
the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets over
to the Trustee, for the benefit of the Class B Noteholders, all of RCFC's right,
title and interest in and to the following (whether now or hereafter existing
and whether now owned or hereafter acquired): (i) the Class B Distribution
Account; (ii) all funds on deposit therein from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Class B Distribution Account or the funds on deposit therein from
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time to time; (iv) all Permitted Investments made at any time and from time to
time with monies in the Class B Distribution Account; and (v) all proceeds of
any and all of the foregoing, including, without limitation, cash (the items in
the foregoing clauses (i) through (v) are referred to, collectively, as the
"Class B Distribution Account Collateral"). The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Class B
Distribution Account and in all proceeds thereof. The Class B Distribution
Account Collateral shall be under the sole dominion and control of the Trustee,
and the Paying Agent at the direction of the Trustee, in each case for the
benefit of the Class B Noteholders.
Section 4.14 Class B Notes Subordinate to Class A Notes.
Notwithstanding anything to the contrary contained herein or in any other
Related Document, the Class B Notes will be subordinate in all respects to the
Class A Notes. No payments on account of interest shall be made with respect to
the Class B Notes until all payments of interest then due and payable with
respect to the Class A Notes (including, without limitation, all accrued
interest, all interest accrued on such accrued interest, and all Class A
Deficiency Amounts) have been made in full. The Class B Notes shall be
subordinated to the Class A Notes, such that (i) no payments on account of
principal shall be made with respect to the Class B Notes until the Class A
Notes have been paid in full, and (ii) with respect to the allocations of Losses
and Recoveries at any time and any repurchase of Notes pursuant to Section 8.1
of this Supplement, the Class B Notes shall be subordinated to the Class A
Notes.
Section 4.15 Class C Distribution Account.
(a) Establishment of Class C Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Class C Noteholders, or cause to be established and maintained, an account (the
"Class C Distribution Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class C Noteholders.
The Class C Distribution Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Class C Distribution
Account. If the Class C Distribution Account is not maintained in accordance
with the previous sentence, the Master Servicer shall establish a new Class C
Distribution Account, within ten (10) Business Days after obtaining knowledge of
such fact, which complies with such sentence, and shall instruct the Trustee to
transfer all cash and investments from the non-qualifying Class C Distribution
Account into the new Class C Distribution Account. Initially, the Class C
Distribution Account will be established with the Trustee.
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(b) Administration of the Class C Distribution Account. The
Master Servicer shall instruct the institution maintaining the Class C
Distribution Account in writing to invest funds on deposit in the Class C
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Payment Date following the date on which such funds were received, unless
any Permitted Investment held in the Class C Distribution Account is held with
the Paying Agent, in which case such investment may mature on such Payment Date
provided that such funds shall be available for withdrawal on or prior to such
Payment Date. The Trustee shall hold, for the benefit of the Class C
Noteholders, possession of any negotiable instruments or securities evidencing
the Permitted Investments from the time of purchase thereof until the time of
maturity.
(c) Earnings from Class C Distribution Account. Subject to the
restrictions set forth above, the Master Servicer shall have the authority to
instruct the Trustee with respect to the investment of funds on deposit in the
Class C Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Class C Distribution Account
shall be deemed to be on deposit and available for distribution.
(d) Class C Distribution Account Constitutes Additional
Collateral for Class C Notes. In order to secure and provide for the payment of
the RCFC Obligations with respect to the Class C Notes (but not the other
Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the
Trustee, for the benefit of the Class C Noteholders, all of RCFC's right, title
and interest in and to the following (whether now or hereafter existing and
whether now owned or hereafter acquired): (i) the Class C Distribution Account;
(ii) all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Class C
Distribution Account or the funds on deposit therein from time to time; (iv) all
Permitted Investments made at any time and from time to time with monies in the
Class C Distribution Account; and (v) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (v) are referred to, collectively, as the "Class C
Distribution Account Collateral"). The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Class C
Distribution Account and in all proceeds thereof. The Class C Distribution
Account Collateral shall be under the sole dominion and control of the Trustee,
and the Paying Agent at the direction of the Trustee, in each case for the
benefit of the Class C Noteholders.
Section 4.16 Class C Notes Subordinate to Class A Notes and
Class B Notes. Notwithstanding anything to the contrary contained herein or in
any other Related Document, the
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Class C Notes will be subordinate in all respects to the Class A Notes and the
Class B Notes. No payments on account of interest shall be made with respect to
the Class C Notes until all payments of interest then due and payable with
respect to the Class A Notes and the Class B Notes (including, without
limitation, all accrued interest, all interest accrued on such accrued interest,
and all Class A Deficiency Amounts and Class B Deficiency Amounts) have been
made in full. The Class C Notes shall be subordinated to the Class A Notes and
the Class B Notes, such that (i) no payments on account of principal shall be
made with respect to the Class C Notes until the Class A Notes and the Class B
Notes have been paid in full, and (ii) with respect to the allocations of Losses
and Recoveries at any time and any repurchase of Notes pursuant to Section 8.1
of this Supplement, the Class C Notes shall be subordinated to the Class A Notes
and the Class B Notes.
Section 4.17 The Servicer's Failure to Instruct the Trustee to
Make a Deposit or Payment. If the Master Servicer fails to give notice or
instructions to make any payment from or deposit into the Collection Account
required to be given by the Master Servicer, at the time specified in the Master
Lease or any other Related Document (including applicable grace periods), and
such failure is known by the Trustee, the Trustee shall make such payment or
deposit into or from the Collection Account without such notice or instruction
from the Master Servicer if and to the extent that the Trustee has been
furnished information adequate, in the sole discretion of the Trustee, to
determine the amounts and beneficiaries of such payments. Pursuant to the Master
Lease, the Master Servicer has agreed that it shall, upon request of the
Trustee, promptly provide the Trustee with all information necessary to allow
the Trustee to make such a payment or deposit.
Section 4.18 Lease Payment Deficit Draw on Series
1999-1 Letter of Credit.
(a) At or before 10:00 a.m. (New York City time) on each
Payment Date, the Master Servicer shall notify the Trustee pursuant to the
Master Lease of the amount of the Series 1999-1 Lease Payment Losses, such
notification to be in the form of Exhibit F attached hereto.
(b) So long as the Series 1999-1 Letter of Credit shall not
have been terminated, on any Payment Date that there are Series 1999-1 Lease
Payment Losses, the Trustee shall, by 1:00 p.m. (New York City time) on the same
Payment Date, draw on the Series 1999-1 Letter of Credit by presenting a draft
in an amount equal to the lesser of (i) the Series 1999-1 Lease Payment Losses
allocated to making a drawing under the Series 1999-1 Letter of Credit pursuant
to Sections 4.7(a)(v)(1), (b)(v)(1) or (c)(v)(1), as applicable, of this
Supplement, and (ii) the amount available to be drawn on the Series 1999-1
Letter of Credit on
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such Payment Date accompanied by a Certificate of Credit Demand. The proceeds of
such draw shall be allocated and deposited as soon as practicable in the Class A
Distribution Account and/or the Class B Distribution Account and/or the Class C
Distribution Account and/or the Class D Distribution Account in accordance with
the instructions of the Master Servicer and pursuant to the terms of this
Supplement; provided that, to the extent that on any Payment Date any proceeds
of a draw on the Series 1999-1 Letter of Credit remain on deposit in the Series
1999-1 Collection Account or any of the Class A Distribution Account, the Class
B Distribution Account, the Class C Distribution Account and the Class D
Distribution Account (after giving effect to all applications thereof pursuant
to Sections 4.10(a)(iii), (b)(iii), (c)(iii) and (d)(iii) on such Payment Date)
the Master Servicer shall instruct the Trustee or Paying Agent to deposit such
remaining proceeds into the Series 1999-1 Cash Liquidity Account (following the
establishment thereof pursuant to Section 4.24(d) of this Supplement).
Section 4.19 Claim Under the Demand Note.
(a) On each Determination Date, the Master Servicer shall
determine the aggregate amount, if any, of Losses that have occurred during the
Related Month. In the event that any such Losses occurring during such Related
Month exceed the amount of Recoveries received during such Related Month, the
Master Servicer shall set forth the aggregate amount of such net Losses in the
Monthly Report, and the Trustee shall make the allocations as set forth in
Sections 4.7(a)(iii)(1), (b)(iii)(1) and (c)(iii)(1), as applicable, of this
Supplement. If any amounts are allocated to a claim under the Demand Note
pursuant to such Sections (any such amounts, "Demand Note Claim Amounts"), the
Trustee shall transmit to the issuer of the Demand Note a demand for repayment
(each, a "Demand Notice") under the Demand Note in the amount of the lesser of
(x) the outstanding amount of such Demand Note and (y) the Demand Note Claim
Amounts, in each case such payment to be made on or prior to the next succeeding
Payment Date by deposit of funds into the Series 1999-1 Collection Amount in the
specified amount.
(b) In the event that on any Payment Date with respect to
which (x) a Demand Notice has been transmitted to the issuer of the Demand Note
on the related Determination Date pursuant to Section 4.19(a) above and the
Demand Note issuer shall have failed to deposit into the Series 1999-1
Collection Account the amount specified in such Demand Notice on or prior to
10:00 a.m. (New York City time) on such Payment Date, (y) a Demand Notice for
payment by the issuer of the Demand Note could be transmitted to the issuer of
the Demand Note on the related Determination Date pursuant to Section 4.19(a)
above, but has been prevented from being transmitted or, if so transmitted, the
issuer of the Demand Note has been prevented from making any payment
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thereunder, as a result of the operation of any bankruptcy or insolvency law, or
(z) a payment made by the issuer of the Demand Note under the Demand Note
pursuant to Section 4.19(a) above has been avoided and recovered pursuant to
Sections 547 and 550 of the Bankruptcy Code on or before such Payment Date,
then, so long as the Series 1999-1 Letter of Credit shall not have been
terminated, the Trustee shall, by 1:00 p.m. (New York City time) on the same
Business Day, draw on the Series 1999-1 Letter of Credit by presenting a draft
in an amount equal to (i) that portion of the amount demanded under the Demand
Note as specified in Section 4.19(a) above that has not been deposited into the
Series 1999-1 Collection Account as of 10:00 a.m. (New York City time) on such
Payment Date, in the case of clause (x) above, (ii) the amount of the stayed
demand for payment in the case of clause (y) above or (iii) the amount avoided
and recovered in the case of clause (z) above, in each case accompanied by a
Certificate of Credit Demand. The proceeds of such draw shall be allocated and
deposited in the Class A Distribution Account and/or the Class B Distribution
Account and/or the Class C Distribution Account and/or the Class D Distribution
Account for application pursuant to Section 4.10(a)(ii)(4), (b)(ii)(4),
(c)(ii)(4) or (d)(ii)(4) of this Supplement, as applicable.
(c) Demand Note Constitutes Additional Collateral for Series
1999-1 Notes. In order to secure and provide for the payment of the RCFC
Obligations with respect to the Series 1999-1 Notes (but not the other Notes),
RCFC hereby assigns, pledges, grants, transfers and sets over to the Trustee,
for the benefit of the Series 1999-1 Noteholders, all of RCFC's right, title and
interest in and to the Demand Note and all proceeds thereof. The Trustee shall
possess all right, title and interest in the Demand Note, all rights to make
claims thereunder and all payments thereon and all proceeds thereof.
Section 4.20 Series 1999-1 Letter of Credit
Termination Demand.
(a) If (x) prior to the date which is 30 days prior to the
then scheduled Series 1999-1 Letter of Credit Expiration Date,
(i) the Series 1999-1 Letter of Credit shall not have been
extended or there shall not have been appointed a successor institution
to act as Series 1999-1 Letter of Credit Provider, and
(ii) the payments to be made by the Lessees under the Master
Lease shall not have otherwise been credit enhanced with (A) the
funding of the Series 1999-1 Cash Collateral Account with cash in the
amount of the Series 1999-1 Letter of Credit Amount, (B) other cash
collateral accounts, overcollateralization or subordinated securities
or (C) with
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the consent of the Required Noteholders, a surety bond or
other similar arrangements; provided, however, that
(1) any such successor institution or other form of
substitute credit enhancement referred to in the foregoing
clauses (B) and (C) shall be approved by each Rating Agency;
and
(2) any such successor institution or other form of
substitute credit enhancement referred to in the foregoing
clauses (i) or (ii)(C) shall, if the short-term debt ratings
with respect to such substitute credit enhancement, if
applicable, are less than "A-1+" or the equivalent from
Standard & Poor's and "P-1" or the equivalent from Moody's or
"D-1+" or the equivalent from DCR, be approved by the Required
Noteholders;
then the Master Servicer shall notify the Trustee in writing pursuant to the
Master Lease no later than one Business Day prior to the Series 1999-1 Letter of
Credit Expiration Date of (i) the principal balance of all Outstanding Series
1999-1 Notes on such date, and (ii) the amount available to be drawn on the
Series 1999-1 Letter of Credit on such date. Upon receipt of such notice by the
Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the
Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:00 a.m. (New York City
time), by 1:00 p.m. (New York City time) on the next following Business Day),
draw the lesser of the amounts set forth in clauses (i) and (ii) above on the
Series 1999-1 Letter of Credit by presenting a draft accompanied by a
Certificate of Termination Demand and shall deposit the proceeds of the
disbursement resulting therefrom in a special deposit account (the "Series
1999-1 Cash Collateral Account").
(b) The Master Servicer shall notify the Trustee in writing
pursuant to the Master Lease within one Business Day of becoming aware that the
short-term debt rating of the Series 1999-1 Letter of Credit Provider has fallen
below "A-1+" in the case of Standard & Poor's, "P-1" in the case of Moody's, and
if such Series 1999-1 Letter of Credit Provider is rated by DCR, "D-1+" in the
case of DCR. At such time the Master Servicer shall also notify the Trustee of
(i) the principal balance of all Outstanding Series 1999-1 Notes on such date,
and (ii) the Series 1999-1 Letter of Credit Amount on such date. Upon the 30th
Business Day following receipt of such notice by the Trustee if the condition
described in the first sentence of this Section 4.20(b) shall remain in effect
on or prior to 10:00 a.m. (New York City time) on any Business Day, unless the
Master Servicer shall have obtained a new letter of credit, substantially in the
form of the Series 1999-1 Letter of Credit and provided by an entity with
short-term debt ratings of at
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least "A-1+" in the case of Standard & Poor's and "P-1" in the case of Moody's
and, if such entity has received a short-term debt rating from DCR, "D-1+" in
the case of DCR, the Trustee shall, by 1:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:00
a.m. (New York City time), by 1:00 p.m. (New York City time) on the next
following Business Day), draw on the Series 1999-1 Letter of Credit in an amount
equal to the lesser of the principal balance of all Outstanding Series 1999-1
Notes on such Business Day and the amount available to be drawn on the Series
1999-1 Letter of Credit on such Business Day by presenting a draft accompanied
by a Certificate of Termination Demand and shall deposit the proceeds of the
disbursement resulting therefrom in the Series 1999-1 Cash Collateral Account.
Section 4.21 The Series 1999-1 Cash Collateral
---------------------------------
Account.
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(a) Upon receipt of notice of a draw on the Series 1999-1
Letter of Credit pursuant to Section 4.20, the Trustee shall establish and
maintain in the name of the Trustee for the benefit of the Series 1999-1
Noteholders, or cause to be established and maintained, the Series 1999-1 Cash
Collateral Account bearing a designation clearly indicating that the funds
deposited therein are held for the Series 1999-1 Noteholders. The Series 1999-1
Cash Collateral Account shall be maintained (i) with a Qualified Institution, or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 1999-1 Cash Collateral Account. If
the Series 1999-1 Cash Collateral Account is not maintained in accordance with
the prior sentence, then within 10 Business Days after obtaining knowledge of
such fact, the Master Servicer has agreed pursuant to the Master Lease that it
shall establish a new Series 1999-1 Cash Collateral Account which complies with
such sentence and shall instruct the Trustee in writing to transfer into the new
Series 1999-1 Cash Collateral Account all cash and investments from the
non-qualifying Series 1999-1 Cash Collateral Account. When established, the
Series 1999-1 Cash Collateral Account is intended to function in all respects as
the replacement for, and the equivalent of, the Series 1999-1 Letter of Credit.
Accordingly, following its creation, each reference to a draw on the Series
1999-1 Letter of Credit shall refer to withdrawals from the Series 1999-1 Cash
Collateral Account and references to similar terms shall mean and be a reference
to actions taken with respect to the Series 1999-1 Cash Collateral Account that
correspond to actions that otherwise would have been taken with respect to the
Series 1999-1 Letter of Credit. Without limiting the generality of the
foregoing, upon funding of the Series 1999-1 Cash Collateral Account, the
Trustee shall, at all times when otherwise required to make a draw under the
Series 1999-1 Letter of Credit pursuant to Section 4.18 or
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4.19 of this Supplement, make a draw from the Series 1999-1 Cash Collateral
Account in the amount and at such time as a draw would be made under the Series
1999-1 Letter of Credit pursuant to Section 4.18 or 4.19 of this Supplement. The
Trustee shall provide written notice to DTAG of any draw from the Series 1999-1
Cash Collateral Account pursuant to Section 4.18 or 4.19 of this Supplement.
(b) In order to secure and provide for the repayment and
payment of the obligations of RCFC with respect to the Series 1999-1 Notes (but
not the other Notes), RCFC hereby assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 1999-1 Noteholders, all of
RCFC's right, title and interest in and to the following (whether now or
hereafter existing and whether now owned or hereafter acquired): (i) the Series
1999-1 Cash Collateral Account; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 1999-1 Cash Collateral Account or the funds on deposit
therein from time to time; (iv) all Permitted Investments made at any time and
from time to time with the monies in the Series 1999-1 Cash Collateral Account;
and (v) all proceeds of any and all of the foregoing, including, without
limitation, cash. The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Series 1999-1 Cash Collateral Account
and in all proceeds thereof. The Series 1999-1 Cash Collateral Account shall be
under the sole dominion and control of the Trustee for the benefit of the Series
1999-1 Noteholders, the Series 1999-1 Letter of Credit Provider, as their
interests appear herein, which interest in the case of the Series 1999-1 Letter
of Credit Provider shall be subject to the interests of the holders of Series
1999-1 Notes as provided herein.
(c) Funds on deposit in the Series 1999-1 Cash Collateral
Account shall, at the written direction of the Master Servicer given pursuant to
the Master Lease, be invested by the Trustee in Permitted Investments. Funds on
deposit in the Series 1999-1 Cash Collateral Account on any Payment Date, after
giving effect to any deposits to or withdrawals from the Series 1999-1 Cash
Collateral Account on such Payment Date, shall be invested in Permitted
Investments that will mature at such time that such funds will be available for
withdrawal on or prior to the following Payment Date. The proceeds of any such
investment, to the extent not distributed on such Payment Date, shall be
invested in Permitted Investments that will mature at such time that such funds
will be available for withdrawal on or prior to the Payment Date immediately
following the date of such investment. The Trustee shall maintain for the
benefit of the Series 1999-1 Noteholders and the Series 1999-1 Letter of Credit
Provider as their interests appear herein, which interest in the case of the
Series 1999-1 Letter of Credit Provider shall be subject to the interests of the
holders of the Series 1999-1
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Notes as provided herein, possession of the negotiable instruments or securities
evidencing the Permitted Investments from the time of purchase thereof until the
time of sale or maturity. On each Payment Date, all interest and earnings (net
of losses and investment expenses) accrued since the preceding Payment Date on
funds on deposit in the Series 1999-1 Cash Collateral Account shall be paid, to
the Series 1999-1 Letter of Credit Provider to the extent of any unreimbursed
draws on the Series 1999-1 Letter of Credit. Subject to the restrictions set
forth above, the Master Servicer, or a Person designated in writing by the
Master Servicer with written notification thereof to the Trustee, shall have the
authority to instruct the Trustee with respect to the investment of funds on
deposit in the Series 1999-1 Cash Collateral Account. For purposes of
determining the availability of funds or the balances in the Series 1999-1 Cash
Collateral Account for any reason under the Indenture, all investment earnings
on such funds shall be deemed not to be available or on deposit.
(d) Series 1999-1 Cash Collateral Account Surplus. In the event
that the Series 1999-1 Cash Collateral Account Surplus on any Payment Date,after
giving effect to all withdrawals from the Series 1999-1 Cash Collateral Account,
is greater than zero, the Trustee, acting in accordance with the written
instructions of the Master Servicer, shall withdraw from the Series 1999-1 Cash
Collateral Account an amount equal to the Series 1999-1 Cash Collateral Amount
Surplus and shall pay from such amount to the Series 1999-1 Letter of Credit
Provider, an amount equal to the amount of unreimbursed draws under the Series
1999-1 Letter of Credit.
(e) Termination of Series 1999-1 Cash Collateral Account. Upon
the later to occur of (i) the termination of the Indenture pursuant to Section
10.1 of the Base Indenture and (ii) the Business Day immediately following the
Series 1999-1 Letter of Credit Expiration Date, the Trustee, acting in
accordance with the written instructions of the Master Servicer, after the prior
payment of all amounts owing to the Series 1999-1 Noteholders and payable from
the Series 1999-1 Cash Collateral Account as provided herein, shall withdraw
from the Series 1999-1 Cash Collateral Account all amounts on deposit therein
for payment, to the Series 1999-1 Letter of Credit Provider to the extent of
unreimbursed draws on the Series 1999-1 Letter of Credit.
Section 4.22 Class D Distribution Account.
(a) Establishment of Class D Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Class D Noteholders, or cause to be established and maintained, an account (the
"Class D Distribution Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
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Class D Noteholders. The Class D Distribution Account shall be maintained (i)
with a Qualified Institution, or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the Class D
Distribution Account. If the Class D Distribution Account is not maintained in
accordance with the previous sentence, the Master Servicer shall establish a new
Class D Distribution Account, within ten (10) Business Days after obtaining
knowledge of such fact, which complies with such sentence, and shall instruct
the Trustee to transfer all cash and investments from the non-qualifying Class D
Distribution Account into the new Class D Distribution Account. Initially, the
Class D Distribution Account will be established with the Trustee.
(b) Administration of the Class D Distribution Account. The
Master Servicer shall instruct the institution maintaining the Class D
Distribution Account in writing to invest funds on deposit in the Class D
Distribution Account at all times in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Payment Date following the date on which such funds were received, unless
any Permitted Investment held in the Class D Distribution Account is held with
the Paying Agent, in which case such investment may mature on such Payment Date
provided that such funds shall be available for withdrawal on or prior to such
Payment Date. The Trustee shall hold, for the benefit of the Class D
Noteholders, possession of any negotiable instruments or securities evidencing
the Permitted Investments from the time of purchase thereof until the time of
maturity.
(c) Earnings from Class D Distribution Account. Subject to the
restrictions set forth above, the Master Servicer shall have the authority to
instruct the Trustee with respect to the investment of funds on deposit in the
Class D Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Class D Distribution Account
shall be deemed to be on deposit and available for distribution.
(d) Class D Distribution Account Constitutes Additional
Collateral for Class D Notes. In order to secure and provide for the payment of
the RCFC Obligations with respect to the Class D Notes (but not the other
Notes), RCFC hereby assigns, pledges, grants, transfers and sets over to the
Trustee, for the benefit of the Class D Noteholders, all of RCFC's right, title
and interest in and to the following (whether now or hereafter existing and
whether now owned or hereafter acquired): (i) the Class D Distribution Account;
(ii) all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Class D
Distribution Account or the funds on deposit therein from time to time; (iv) all
Permitted Investments made at any time and from
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time to time with monies in the Class D Distribution Account; and (v) all
proceeds of any and all of the foregoing, including, without limitation, cash
(the items in the foregoing clauses (i) through (v) are referred to,
collectively, as the "Class D Distribution Account Collateral"). The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Class D Distribution Account and in all proceeds thereof. The Class
D Distribution Account Collateral shall be under the sole dominion and control
of the Trustee, and the Paying Agent at the direction of the Trustee, in each
case for the benefit of the Class D Noteholders.
Section 4.23 Class D Notes Subordinate to Class A Notes, Class
B Notes and Class C Notes. Notwithstanding anything to the contrary contained
herein or in any other Related Document, the Class D Notes will be subordinate
in all respects to the Class A Notes, the Class B Notes and the Class C Notes.
No payments on account of interest shall be made with respect to the Class D
Notes until all payments of interest then due and payable with respect to the
Class A Notes, the Class B Notes and the Class C Notes (including, without
limitation, all accrued interest, all interest accrued on such accrued interest,
all Class A Deficiency Amounts, Class B Deficiency Amounts and Class C
Deficiency Amounts) have been made in full. The Class D Notes shall be
subordinated to the Class A Notes, the Class B Notes and the Class C Notes, such
that (i) no payments on account of principal shall be made with respect to the
Class D Notes until the Class A Notes, the Class B Notes and the Class C Notes
have been paid in full, and (ii) with respect to the allocations of Losses and
Recoveries at any time and any repurchase of Notes pursuant to Section 8.1 of
this Supplement, the Class D Notes shall be subordinated to the Class A Notes,
the Class B Notes and the Class C Notes.
Section 4.24 Application of Cash Liquidity Amount;
Restrictions on Amounts Drawn Under Series 1999-1 Letter of
Credit.
(a) Application of Cash Liquidity Amount. Notwithstanding
anything to the contrary contained herein or in any other Related Document,
funds in an amount not less than the Cash Liquidity Amount shall at all times,
except as specified in this Section 4.24, be retained in the Series 1999-1 Cash
Liquidity Account; provided, however, that upon the occurrence of any Event of
Bankruptcy (without giving effect to any grace period granted in the definition
thereof set forth in the Base Indenture) in respect to DTAG and during the
continuance of the related Insolvency Period, funds that have been retained in
the Series 1999-1 Cash Liquidity Account pursuant to this Section 4.24(a) may be
used as provided in this Section 4.24 to pay the following amounts in the
following order of priority: the fees of any successor Master Servicer provided
for in Section 4.8(f)
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of this Supplement, interest in respect of the Class A Notes as provided in
Section 4.9(a), interest in respect of the Class B Notes as provided in Section
4.9(b), interest in respect of the Class C Notes as provided in Section 4.9(c)
and interest in respect of the Class D Notes as provided in Section 4.9(d), in
each case then due and payable, pursuant to the Base Indenture as supplemented
by this Supplement, in respect of the Series 1999-1 Notes.
(b) Allocation of Certain Amounts to Series 1999-1 Cash
Liquidity Account. Notwithstanding anything to the contrary set forth in this
Supplement, for the period beginning on the date of the occurrence of any Event
of Bankruptcy (without giving effect to any grace period granted in the
definition thereof set forth in the Base Indenture) and ending on the earlier of
(x) the date that is nine months after the occurrence of an Event of Bankruptcy
(without giving effect to any grace period granted in the definition thereof set
forth in the Base Indenture) with respect to DTAG and (y) the date on which the
underlying case, application or petition with respect to such Event of
Bankruptcy is withdrawn or dismissed or any stay thereunder in respect of the
Trustee is lifted (any such period, an "Insolvency Period"), all Disposition
Proceeds, Repurchase Payments and Guaranteed Payments received by the Issuer or
the Trustee (including by deposit into the Series 1999-1 Collection Account)
during the period from and including the date of the occurrence of such Event of
Bankruptcy (without giving effect to any grace period granted in the definition
thereof set forth in the Base Indenture) to but excluding the 30th day
thereafter, in an amount equal to the Insolvency Event Reallocated Amount, shall
be deposited into the Series 1999-1 Cash Liquidity Account and shall be
allocated and distributed solely as amounts on deposit in the Series 1999-1 Cash
Liquidity Account are allocated pursuant to this Supplement. Upon the expiration
of such Insolvency Period, Disposition Proceeds, Repurchase Payments and
Guaranteed Payments shall be allocated and distributed in accordance with this
Article 4 (exclusive of this Section 4.24(b)).
(c) Calculation of Permitted Principal Draw Amount and
Accumulated Principal Draw Amount. Upon the occurrence of any Event of
Bankruptcy (without giving effect to any grace period granted in the definition
thereof set forth in the Base Indenture) with respect to DTAG, the Master
Servicer shall calculate the Permitted Principal Draw Amount as of the date of
the occurrence of such Event of Bankruptcy, and thereafter, on each Business
Day, and following each draw under the Series 1999- 1 Letter of Credit, until
the termination of the related Insolvency Period, the Master Servicer shall
calculate the Permitted Principal Draw Amount then in effect, and shall inform
the Trustee of such amount. Following each draw on the Series 1999-1 Letter of
Credit during any Insolvency Period, the Master Servicer shall calculate the
Accumulated Principal Draw Amount
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after giving effect to such draw, and shall promptly inform the Trustee of such
amount.
(d) Funding of Cash Liquidity Account. If at any time the
Trustee shall determine that, for the first time since the Series 1999-1 Closing
Date, (i) the Cash Liquidity Amount has become greater than $0, or (ii) an
Insolvency Period Commencement Date shall have occurred, the Trustee shall
deposit into the Series 1999-1 Cash Liquidity Account any Collections that are
required to be deposited therein pursuant to Article 4 of this Supplement, and
shall at all times when required by this Supplement make withdrawals from the
Series 1999-1 Cash Liquidity Account in the amounts and at times required under
Article 4 of this Supplement.
Section 4.25 Deficiencies in Payments. Notwithstanding
anything in this Supplement or the Base Indenture to the contrary, and
notwithstanding the prior distribution to the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders, or the Class D Noteholders of the Invested
Amount of any such Class, any deficiency in payment to the Noteholders of such
Class of the full principal amount of the Notes of such Class and any accrued
and unpaid interest thereon (i) shall remain due and shall be payable on each
Distribution Date to the Noteholders, first to the Class A Noteholders, then to
the Class B Noteholders, then to the Class C Noteholders, and then to the Class
D Noteholders, to the extent of the sufficiency of recoveries, proceeds, or
other assets of the Issuer allocable at any time to the Series 1999-1 Notes, and
(ii) any deficiency in such full principal amount and accrued unpaid interest
thereon shall be paid before any distribution in any period of any amounts in
respect of the Retained Interest.
ARTICLE 5
AMORTIZATION EVENTS
Section 5.1 Series 1999-1 Amortization Events. In addition to
the Amortization Events set forth in Section 8.1 of the Base Indenture, the
following shall be Amortization Events with respect to the Series 1999-1 Notes
(without notice or other action on the part of the Trustee or any Series 1999-1
Noteholders):
(a) a Series 1999-1 Enhancement Deficiency shall occur and
continue for at least five (5) Business Days after the Master Servicer obtains
actual knowledge thereof; provided, however, that such event or condition shall
not be an Amortization Event if (i) during such five (5) Business Day period
DTAG shall have increased the Series 1999-1 Letter of Credit Amount or RCFC
shall have increased the Series 1999-1 Available Subordinated Amount by
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allocating to the Series 1999-1 Available Subordinated Amount, Eligible Vehicles
theretofore allocated to the Retained Interest or by depositing funds into the
Series 1999-1 Cash Collateral Account or the Series 1999-1 Excess Funding
Account, in either case so that the Series 1999-1 Enhancement Deficiency no
longer exists, and (ii) any increase in the Series 1999-1 Available Subordinated
Amount pursuant to clause (i) of this Section 5.1(a) shall be in accordance with
the terms of Section 4.7(d)(v) of this Supplement;
(b) the Series 1999-1 Letter of Credit shall not be in full
force and effect and no substitute credit enhancement shall have been obtained
unless (i) (A) the inclusion of the Series 1999-1 Letter of Credit Amount in the
Class A Enhancement Amount is not necessary for the Class A Enhancement Amount
to equal or exceed the Minimum Class A Enhancement Amount, (B) the inclusion of
the Series 1999-1 Letter of Credit Amount in the Class B Enhancement Amount is
not necessary for the Class B Enhancement Amount to equal or exceed the Minimum
Class B Enhancement Amount, (C) the inclusion of the Series 1999-1 Letter of
Credit Amount in the Class C Enhancement Amount is not necessary for the Class C
Enhancement Amount to equal or exceed the Minimum Class C Enhancement Amount and
(D) the inclusion of the Series 1997-1 Letter of Credit Amount in the Class D
Enhancement Amount is not necessary for the Class D Enhancement Amount to equal
or exceed the Minimum Class D Enhancement Amount, or (ii) the Series 1999-1 Cash
Collateral Account shall theretofore have been funded to the full extent
required hereunder;
(c) from and after the funding of the Series 1999-1 Cash
Collateral Account pursuant to Section 4.20 or 4.21 of this Supplement, the
Series 1999-1 Cash Collateral Account shall be subject to an injunction,
estoppel or other stay or a Lien (other than the Lien of the Trustee under the
Indenture);
(d) an Event of Bankruptcy shall have occurred with respect to
the Series 1999-1 Letter of Credit Provider or the Series 1999-1 Letter of
Credit Provider repudiates the Series 1999-1 Letter of Credit or refuses to
honor a proper draw thereon in accordance with the terms thereof, unless (i) (A)
the inclusion of the Series 1999-1 Letter of Credit Amount in the Class A
Enhancement Amount is not necessary for the Class A Enhancement Amount to equal
or exceed the Minimum Class A Enhancement Amount, (B) the inclusion of the
Series 1999-1 Letter of Credit Amount in the Class B Enhancement Amount is not
necessary for the Class B Enhancement Amount to equal or exceed the Minimum
Class B Enhancement Amount, (C) the inclusion of the Series 1999-1 Letter of
Credit Amount in the Class C Enhancement Amount is not necessary for the Class C
Enhancement Amount to equal or exceed the Minimum Class C Enhancement Amount and
(D) the inclusion of the Series 1999-1 Letter of Credit Amount in the Class D
Enhancement Amount is not necessary for the Class D
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Enhancement Amount to equal or exceed the Minimum Class D Enhancement Amount, or
(ii) the Series 1999-1 Cash Collateral Account shall theretofore have been
funded to the full extent required hereunder;
(e) any of the Related Documents or any portion thereof shall
not be in full force and effect or enforceable in accordance with its terms or
RCFC, DTAG (including in its capacity as Master Servicer), Thrifty (including in
its capacity as a Servicer) or Dollar (including in its capacity as a Servicer)
or any successor to Thrifty or Dollar in their respective capacities as
Servicers shall so assert in writing;
(f) all principal and accrued interest in respect of the Class
A Notes shall not be paid in full on or before the Class A Expected Final
Payment Date, all principal and accrued interest in respect of the Class B Notes
shall not be paid in full on or before the Class B Expected Final Payment Date,
all principal and accrued interest in respect of the Class C Notes shall not be
paid in full on or before the Class C Expected Final Payment Date, or all
principal and accrued interest in respect of the Class D Notes shall not be paid
in full on or before the Class D Expected Final Payment Date;
(g) an event of default shall have occurred and be continuing
under the Master Lease; or
(h) a Cash Liquidity Amount Deficiency shall become greater
than $0 and shall not be reduced to $0 within 30 days.
In the case of any event described in clauses (b) through (h)
above, an Amortization Event will be deemed to have occurred with respect to the
Series 1999-1 Notes only if, after any applicable grace period described in such
clauses, either the Trustee, by written notice to the Issuer, or the Required
Noteholders, by written notice to the Issuer and the Trustee, declare that, as
of the date of such notice, an Amortization Event has occurred.
Section 5.2 Waiver of Past Events. Subject to Section 11.2 of
the Base Indenture, Series 1999-1 Noteholders holding 100% of the Aggregate
Invested Amount, by written notice to the Trustee, may waive any existing
Potential Amortization Event or Amortization Event related to clause (a) of
Section 5.1 of this
Supplement.
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ARTICLE 6
COVENANTS
Section 6.1 Minimum Subordinated Amount. RCFC shall maintain
the Series 1999-1 Available Subordinated Amount in an amount greater than or
equal to the Minimum Subordinated Amount.
Section 6.2 Minimum Letter of Credit Amount. RCFC shall
maintain the Series 1999-1 Letter of Credit Amount in an amount greater than or
equal to the Minimum Series 1999-1 Letter of Credit Amount.
Section 6.3 Limitations on Leasing of Certain Vehicles. RCFC
shall not acquire or finance the acquisition of any Vehicle if, after giving
effect to the leasing of such Vehicle under the Master Lease, the Maximum
Non-Program Percentage or any Maximum
Manufacturer Percentage would be exceeded.
ARTICLE 7
FORM OF SERIES 1999-1 NOTES
Section 7.1 Class A Notes.
(a) Restricted Global Class A Note. Class A Notes to be issued
in the United States will be issued in book-entry form and represented by a
Restricted Global Class A Note (a "Restricted Global Class A Note"),
substantially in the form of Exhibit A-1 appended hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture and will be sold
initially to institutional accredited investors within the meaning of Regulation
D under the Securities Act in reliance on an exemption from the registration
requirements of the Securities Act and thereafter to qualified institutional
buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act, and shall be deposited on behalf of the purchasers of the Class A Notes
represented thereby, with a custodian for DTC, and registered in the name of
Cede as DTC's nominee, duly executed by RCFC and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture.
(b) Temporary Global Class A Note; Permanent Global Class A
Note. Class A Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S under
the Securities Act, as provided in the applicable placement agreement and shall
initially be issued in the form of a Temporary Global Class A Note (a "Temporary
Global Class A Note"), substantially in the form of Exhibit A-2 appended hereto,
which shall be deposited on behalf of the purchasers of the Class A Notes
represented thereby
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with a custodian for, and registered in the name of a nominee of, DTC, for the
accounts of Morgan Guaranty Trust Company of New York, Brussels office, as
operator of Euroclear and for Cedel, duly executed by RCFC and authenticated by
the Trustee in the manner set forth in Section 2.4 of the Base Indenture.
Interests in a Temporary Global Class A Note will be exchangeable, in whole or
in part, for interests in a Permanent Global Class A Note (a "Permanent Global
Class A Note"), substantially in the form of Exhibit A-3 hereto, in accordance
with the provisions of such Temporary Global Class A Note and the Base Indenture
(as modified by this Supplement). Interests in a Permanent Global Class A Note
will be exchangeable for a definitive Class A Note in accordance with the
provisions of such Permanent Global Class A Note and the Base Indenture (as
modified by this Supplement).
Section 7.2 Class B Notes.
(a) Restricted Global Class B Note. Class B Notes to be issued
in the United States will be issued in book-entry form of and represented by a
Restricted Global Class B Note (a "Restricted Global Class B Note"),
substantially in the form of Exhibit B-1 appended hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture, and will be sold
initially to institutional accredited investors within the meaning of Regulation
D under the Securities Act in reliance on an exemption from the registration
requirements of the Securities Act and thereafter to qualified institutional
buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act and shall be deposited on behalf of the purchasers of the Class B Notes
represented thereby, with a custodian for DTC, and registered in the name of
Cede as DTC's nominee, duly executed by RCFC and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture.
(b) Temporary Global Class B Note; Permanent Global Class B
Note. Class B Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S under
the Securities Act, as provided in the applicable placement agreement, and shall
initially be issued in a form of Temporary Global Class B Note (a "Temporary
Global Class B Note"), substantially in the form of Exhibit B-2 appended hereto,
which shall be deposited on behalf of the purchasers of the Class B Notes
represented thereby with a custodian for, and registered in the name of a
nominee of, DTC, for the accounts of Morgan Guaranty Trust Company of New York,
Brussels office, as operator of Euroclear and for Cedel, duly executed by RCFC
and authenticated by the Trustee in the manner set forth in Section 2.4 of the
Base Indenture. Interests in a Temporary Global Class B Note will be
exchangeable, in whole or in part, for interests in a Permanent Global Class B
Note (a "Permanent Global Class B Note") substantially in the form of Exhibit
B-3 hereto, in accordance with the provisions of such
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Temporary Global Class B Note and the Base Indenture (as modified by this
Supplement). Interests in a Permanent Global Class B Note will be exchangeable
for a definitive Class B Note in accordance with the provisions of such
Permanent Global Class B Note and the Base Indenture (as modified by this
Supplement).
Section 7.3 Class C Notes.
(a) Restricted Global Class C Note. Class C Notes to be issued
in the United States will be issued in book-entry form of and represented by a
Restricted Global Class C Note (a "Restricted Global Class C Note"),
substantially in the form of Exhibit C-1 appended hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture, and will be sold
initially to institutional accredited investors within the meaning of Regulation
D under the Securities Act in reliance on an exemption from the registration
requirements of the Securities Act and thereafter to qualified institutional
buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act and shall be deposited on behalf of the purchasers of the Class C Notes
represented thereby, with a custodian for DTC, and registered in the name of
Cede as DTC's nominee, duly executed by RCFC and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture.
(b) Temporary Global Class C Note; Permanent Global Class C
Note. Class C Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S under
the Securities Act, as provided in the applicable placement agreement, and shall
initially be issued in a form of Temporary Global Class C Note (a "Temporary
Global Class C Note"), substantially in the form of Exhibit C-2 appended hereto,
which shall be deposited on behalf of the purchasers of the Class C Notes
represented thereby with a custodian for, and registered in the name of a
nominee of, DTC, for the accounts of Morgan Guaranty Trust Company of New York,
Brussels office, as operator of Euroclear and for Cedel, duly executed by RCFC
and authenticated by the Trustee in the manner set forth in Section 2.4 of the
Base Indenture. Interests in a Temporary Global Class C Note will be
exchangeable, in whole or in part, for interests in a Permanent Global Class C
Note (a "Permanent Global Class C Note") substantially in the form of Exhibit
C-3 hereto, in accordance with the provisions of such Temporary Global Class C
Note and the Base Indenture (as modified by this Supplement). Interests in a
Permanent Global Class C Note will be exchangeable for a definitive Class C Note
in accordance with the provisions of such Permanent Global Class C Note and the
Base Indenture (as modified by this Supplement).
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Section 7.4 Class D Notes.
(a) Restricted Global Class D Note. Class D Notes to be issued
in the United States will be issued in book-entry form of and represented by a
Restricted Global Class D Note (a "Restricted Global Class D Note"),
substantially in the form of Exhibit D-1 appended hereto, with such legends as
may be applicable thereto as set forth in the Base Indenture, and will be sold
initially to institutional accredited investors within the meaning of Regulation
D under the Securities Act in reliance on an exemption from the registration
requirements of the Securities Act and thereafter to qualified institutional
buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act and shall be deposited on behalf of the purchasers of the Class D Notes
represented thereby, with a custodian for DTC, and registered in the name of
Cede as DTC's nominee, duly executed by RCFC and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture.
(b) Temporary Global Class D Note; Permanent Global Class D
Note. Class D Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S under
the Securities Act, as provided in the applicable placement agreement, and shall
initially be issued in a form of Temporary Global Class D Note (a "Temporary
Global Class D Note"), substantially in the form of Exhibit D-2 appended hereto,
which shall be deposited on behalf of the purchasers of the Class D Notes
represented thereby with a custodian for, and registered in the name of a
nominee of, DTC, for the accounts of Morgan Guaranty Trust Company of New York,
Brussels office, as operator of Euroclear and for Cedel, duly executed by RCFC
and authenticated by the Trustee in the manner set forth in Section 2.4 of the
Base Indenture. Interests in a Temporary Global Class D Note will be
exchangeable, in whole or in part, for interests in a Permanent Global Class D
Note (a "Permanent Global Class D Note") substantially in the form of Exhibit
D-3 hereto, in accordance with the provisions of such Temporary Global Class D
Note and the Base Indenture (as modified by this Supplement). Interests in a
Permanent Global Class D Note will be exchangeable for a definitive Class D Note
in accordance with the provisions of such Permanent Global Class D Note and the
Base Indenture (as modified by this Supplement).
Section 7.5 Issuances of Additional Notes. (a) From time to
time during the Series 1999-1 Revolving Period, RCFC may, subject to the
conditions set forth in clause (b) below, issue Additional Notes which will be
identical in all respects to the other Series 1999-1 Notes of the corresponding
class and will be equitably and ratably entitled to the benefits of the
Indenture without preference, priority or distinction. The initial principal
amount of all Additional Notes shall be allocated among the Class A Notes, the
Class B Notes, the Class C Notes and the
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Class D Notes (pro rata based on the outstanding Class A Invested Amount, the
Class B Invested Amount, the Class C Invested Amount and the Class D Invested
Amount, respectively) and the Class A Invested Amount, the Class B Invested
Amount, the Class C Invested Amount and the Class D Invested Amount will be
increased accordingly.
(b) Additional Notes may be issued only upon satisfaction of
the following conditions: (i) after giving effect to the issuance of such
Additional Notes, no Series 1999-1 Enhancement Deficiency or Asset Amount
Deficiency will exist; (ii) the Trustee shall have received confirmation from
each Rating Agency rating the Series 1999-1 Notes that the issuance of such
Additional Notes will not result in the reduction or withdrawal of the rating of
any class of Series 1999-1 Notes; (iii) the excess of the principal amount of
the Additional Notes over their issue price will not exceed the maximum amount
permitted under the Code without the creation of original issue discount; (iv)
the Trustee shall have received an opinion of counsel to the effect that (A) the
Additional Notes will be characterized as indebtedness of the Issuer for federal
income tax purposes, and (B) the issuance of Additional Notes will not adversely
affect the characterization of the Series 1999-1 Notes (or any class thereof) as
debt; and (v) no Amortization Event (or event which, with the passage of time,
the giving of notice or both, would become an Amortization Event) shall have
occurred which is continuing or would result from the issuance of such
Additional Notes.
ARTICLE 8
GENERAL
Section 8.1 Repurchase of Notes. The Class A Notes, Class B
Notes, Class C Notes and Class D Notes shall be subject to repurchase in whole,
but not in part, by RCFC at its option in accordance with Section 5.3 of the
Base Indenture, as follows:
(a) the Class A Notes are subject to repurchase by RCFC in
whole, but not in part, on any Payment Date, the Class B Notes are
subject to repurchase by RCFC in whole, but not in part, on any Payment
Date after the Class A Notes have been paid in full, the Class C Notes
are subject to repurchase by RCFC in whole, but not in part, on any
Payment Date after the Class A Notes and the Class B Notes have been
paid in full, and the Class D Notes are subject to repurchase by RCFC
in whole, but not in part, on any Payment Date after the Class A Notes,
the Class B Notes and the Class C Notes have been paid in full (each
such Payment Date, a "Repurchase Date");
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(b) the purchase price for any such repurchase of Series
1999-1 Notes shall equal the Aggregate Principal Balance of such Notes
(determined after giving effect to any payment of principal on such
Payment Date), plus accrued and unpaid interest on such Aggregate
Principal Balance (the "Repurchase Price"); and
(c) in addition, a prepayment premium (the "Series 1999-1 Note
Prepayment Premium") will be payable to the holders of a class of the
Series 1999-1 Notes upon any repurchase of such class of Notes by RCFC
when the Aggregate Principal Balance of such class is greater than (i)
$17,500,000, with respect to the Class A Notes, (ii) $2,000,000, with
respect to the Class B Notes, (iii) $4,250,000, with respect to the
Class C Notes, and (iv) $1,250,000, with respect to the Class D Notes.
The Series 1999-1 Note Prepayment Premium in respect of the Series
1999-1 Notes will equal the excess, if any, of (i) the amount of
interest that would have accrued on the Aggregate Principal Balance of
the applicable class of Notes for the period commencing with the
Repurchase Date and ending on the Class A Notes Expected Final Payment
Date, the Class B Notes Expected Final Payment Date, the Class C Notes
Expected Final Payment Date or the Class D Notes Expected Final Payment
Date, as applicable, at a rate equal to 5.90% with respect to the Class
A Notes, 6.20% with respect to the Class B Notes, 6.50% with respect to
the Class C Notes, or 7.10% with respect to the Class D Notes, over
(ii) the corporate bond equivalent yield to maturity on the
Determination Date preceding such Repurchase Date on the 4.75% United
States Treasury Note maturing February 2004, discounted to present
value to such Repurchase Date at such corporate bond equivalent yield
plus .25%, with respect to the Class A Notes; the corporate bond
equivalent yield to maturity on the Determination Date preceding such
Payment Date on the 7.875% United States Treasury Note maturing
November 2004, discounted to present value to such Payment Date at such
corporate bond equivalent yield plus .25%, with respect to the Class B
Notes; the corporate bond equivalent yield to maturity on the
Determination Date preceding such Payment Date on the 7.875% United
States Treasury Note maturing November 2004, discounted to present
value to such Payment Date at such corporate bond equivalent yield plus
.25%, with respect to the Class C Notes; and the corporate bond
equivalent yield to maturity on the Determination Date preceding such
Payment Date on the 7.50% United States Treasury Note maturing February
2005, discounted to present value to such Payment Date at such
corporate bond equivalent yield plus .25%, with respect to the Class D
Notes.
Section 8.2 Payment of Rating Agencies' Fees. RCFC
agrees and covenants with the Master Servicer and the Trustee to
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pay all reasonable fees and expenses of the Rating Agencies and to promptly
provide all documents and other information that the Rating Agencies may
reasonably request.
Section 8.3 Exhibits. The following exhibits attached
hereto supplement the exhibits included in the Indenture.
Exhibit A-1: Form of Restricted Global Class A Note
Exhibit A-2: Form of Temporary Global Class A Note
Exhibit A-3: Form of Permanent Global Class A Note
Exhibit B-1: Form of Restricted Global Class B Note
Exhibit B-2: Form of Temporary Global Class B Note
Exhibit B-3: Form of Permanent Global Class B Note
Exhibit C-1: Form of Restricted Global Class C Note
Exhibit C-2: Form of Temporary Global Class C Note
Exhibit C-3: Form of Permanent Global Class C Note
Exhibit D-1: Form of Restricted Global Class D Note
Exhibit D-2: Form of Temporary Global Class D Note
Exhibit D-3: Form of Permanent Global Class D Note
Exhibit E: Form of Demand Note
Exhibit F: Form of Notice of Series 1999-1 Lease
Payment Losses
Section 8.4 Ratification of Base Indenture. As supplemented by
this Supplement and except as specified in this Supplement, the Base Indenture
is in all respects ratified and confirmed and the Base Indenture as so
supplemented by this Supplement shall be read, taken, and construed as one and
the same instrument. In this regard, for the purposes of the terms and
conditions governing the Series 1999-1 Notes and the Group I Collateral, Section
7.28 of the Base Indenture shall not apply.
Section 8.5 Counterparts. This Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 8.6 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAW (INCLUDING, WITHOUT LIMITATION, THE UCC) OF THE STATE
OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS
OF LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.
Section 8.7 Amendments. This Supplement may be modified or
amended from time to time in accordance with the terms of the Base Indenture;
provided, however, that if, pursuant to the terms of the Base Indenture or this
Supplement, the consent of the Required Noteholders is required for an amendment
or modification of this Supplement, such requirement shall be
-106-
satisfied if such amendment or modification is consented to by Noteholders
representing more than 50% of the Aggregate Principal Balance of the Series
1999-1 Notes affected thereby (including for purposes of determining such
aggregate outstanding principal amount, the Aggregate Principal Balance of the
Class A Notes, the Class B Notes, the Class C Notes and the Class D
Notes)(excluding, for the purposes of making the foregoing calculation, any
Notes held by DTAG or any Affiliate of DTAG); provided, further, that if the
consent of the Required Noteholders is required for a proposed amendment or
modification of this Supplement that (i) affects only the Class A Notes (and
does not affect in any material respect the Class B Notes, the Class C Notes or
the Class D Notes, as evidenced by an Opinion of Counsel to such effect), then
such requirement shall be satisfied if such amendment or modification is
consented to by Class A Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Class A Notes (without the necessity of
obtaining the consent of the Required Noteholders in respect of the Class B
Notes, the Class C Notes or the Class D Notes)(excluding, for the purposes of
making the foregoing calculation, any Notes held by DTAG or any Affiliate of
DTAG), (ii) affects only the Class B Notes (and does not affect in any material
respect the Class A Notes, the Class C Notes or the Class D Notes, as evidenced
by an Opinion of Counsel to such effect), then such requirement shall be
satisfied if such amendment or modification is consented to by Class B
Noteholders representing more than 50% of the aggregate outstanding principal
amount of the Class B Notes (without the necessity of obtaining the consent of
the Required Noteholders in respect of the Class A Notes, the Class C Notes or
the Class D Notes)(excluding, for the purposes of making the foregoing
calculation, any Notes held by DTAG or any Affiliate of DTAG), (iii) affects
only the Class C Notes (and does not affect in any material respect the Class A
Notes, the Class B Notes or the Class D Notes, as evidenced by an Opinion of
Counsel to such effect), then such requirement shall be satisfied if such
amendment or modification is consented to by Class C Noteholders representing
more than 50% of the aggregate outstanding principal amount of the Class C Notes
(without the necessity of obtaining the consent of the Required Noteholders in
respect of the Class A Notes, the Class B Notes or the Class D Notes)(excluding,
for the purposes of making the foregoing calculation, any Notes held by DTAG or
any Affiliate of DTAG); or (iv) affects only the Class D Notes (and does not
affect in any material respect the Class A Notes, the Class B Notes or the Class
C Notes, as evidenced by an Opinion of Counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented to
by Class D Noteholders representing more than 50% of the aggregate outstanding
principal amount of the Class D Notes (without the necessity of obtaining the
consent of the Required Noteholders in respect of the Class A Notes, the Class B
Notes or the Class C Notes)(excluding, for the purposes of making the foregoing
calculation, any Notes held by
-107-
DTAG or any Affiliate of DTAG). In addition, this Supplement may be amended or
modified from time to time, without the consent of any Noteholder but with the
consent of RCFC, DTAG and the Trustee and written confirmation of the then
current ratings on the Series 1999-1 Notes from the Rating Agencies to amend the
following definitions: "Maximum Manufacturer Percentage", "Measurement Month",
"Measurement Month Average" and "Market Value Adjustment Percentage" and to make
changes related to such amendments.
[Remainder of Page Intentionally Blank]
-108-
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
RENTAL CAR FINANCE CORP.
By:________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
BANKERS TRUST COMPANY, as Trustee
By:________________________________
Name:
Title:
-109-
SCHEDULE 1
Schedule of Maximum Manufacturer Percentages of Group I Vehicles
Manufacturer Program Vehicles Non-Program Vehicles
- ------------ ---------------- --------------------
Mazda N/A Up to 25%
DaimlerChrysler 100% 100%
Ford 100% 100%
Toyota 100% 100%
General Motors N/A 100%
Honda N/A 100%
Nissan N/A 100%
Isuzu N/A Up to 15%
(together with
Mitsubishi)+
Mitsubishi N/A Up to 15%
(together with
Isuzu)+
- ---------
+ The combined percentage of Group I Vehicles which are Non- Program Vehicles
manufactured by either Isuzu or Mitsubishi shall not exceed 15% in the
aggregate.
-110-
Exhibit A-1 - Form of Restricted Global Class A Note
Exhibit A-2 - Form of Temporary Global Class A Note
Exhibit A-3 - Form of Permanent Global Class A Note
Exhibit B-1 - Form of Restricted Global Class B Note
Exhibit B-2 - Form of Temporary Global Class B Note
Exhibit B-3 - Form of Permanent Global Class B Note
Exhibit C-1 - Form of Restricted Global Class C Note
Exhibit C-2 - Form of Temporary Global Class C Note
Exhibit C-3 - Form of Permanent Global Class C Note
Exhibit D-1 - Form of Restricted Global Class D Note
Exhibit D-2 - Form of Temporary Global Class D Note
Exhibit D-3 - Form of Permanent Global Class D Note
Exhibit E Form of Demand Note
Exhibit F Form of Notice of Series 1999-1 Lease Payment
Losses
111
EXHIBIT A-1
FORM OF RESTRICTED GLOBAL CLASS A NOTE
REGISTERED
No. [ ] [$ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO. _____________
ISIN NO. _____________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS A NOTE, AGREES FOR THE BENEFIT OF
THRIFTY RENTAL CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS A NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF
THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FORM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT, IN EACH CASE IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
THE RESALE RESTRICTIONS SET FORTH ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS A NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS A NOTE OR INTEREST
THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (II) IF
THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH
TERM IS
112
DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60 (ISSUED JULY 12,
1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD BY OR ON
BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME EMPLOYER (AND
AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH PTE 95-60)
EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF THE DATE OF THE
ACQUISITION OF THIS CLASS A NOTE OR A BENEFICIAL INTEREST IN THIS CLASS A NOTE.
AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS A
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS A
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the
113
times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Class A Note shall be due on the Series 1999-1
Termination Date, which is the February 2007 Payment Date. However, principal
with respect to the Class A Notes may be paid earlier or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class A Note, at the Class A Rate. Such interest shall be payable on
each Payment Date until the principal of this Class A Note is paid or made
available for payment, on the principal amount of this Class A Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date). Interest on this Class A Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid to but excluding such Payment Date or, if no interest has yet been
paid, from the date of issuance of the Series 1999-1 Notes. Interest will be
computed on the basis of a 360-day year of twelve 30 day months. Such principal
of and interest on this Class A Note shall be paid in the manner specified on
the reverse hereof.
The principal of and interest on this Class A 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 Company
with respect to this Class A Note shall be applied first to interest due and
payable on this Class A Note as provided above and then to the unpaid principal
of this Class A Note. This Class A Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class A Note are exchangeable or transferable in whole or in
part for interests in a Temporary Global Class A Note or a Permanent Global
Class A Note (as defined in the Base Indenture), of the same Series and class,
provided that such transfer or exchange complies with Article 2 of the Base
Indenture. Interests in this Class A Note may be exchangeable in whole or in
part for duly executed and issued definitive registered Notes if so provided in
Article 2 of the Base Indenture, with the applicable legends as marked therein,
subject to the provisions of the Base Indenture.
Reference is made to the further provisions of this Class A Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class A Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class A Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class A 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.
114
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:____________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:____________________________________
Authorized Signature
115
[REVERSE OF CLASS A NOTE]
This Class A Note is one of a duly authorized issue of Class A Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class A
(herein called the "Class A Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class A Notes are subject to all terms of the Indenture. All
terms used in this Class A Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class A Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class A Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class A Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class A Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class A Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class A Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class A Note
(or one or more predecessor Class A Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class A 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 Class A Note be submitted for notation
of payment. Any reduction in the principal amount of this Class A Note (or any
one or more predecessor Class A Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class A Note and
of any Class A Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If
funds are expected to be available, as provided in the Indenture,
116
for payment in full of the then remaining unpaid principal amount of this Class
A Note on a Payment Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five (5) days of
such Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class A Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
A Rate to the extent lawful.
As provided in the Indenture, the Class A Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class A Notes if the
Company repurchases any Class A Notes when the Aggregate Principal Balance of
the Class A Notes is less than $17,500,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or its 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class A 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 Class A 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 Class A Note or, in the case
of a Note Owner, a beneficial interest in a Class A Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class A
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the
117
Company for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class A Note, subject to Section 12.17 of the Base
Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class A Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class A 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 Class A Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class A Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class A
Note, agree to treat this Class A Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class A Note (or any one of more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A 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 Class A Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class A Note includes any successor to the
Company under the Indenture.
The Class A Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
118
This Class A Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class A Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class A
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class A Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.
119
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 Class A Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ________________________, attorney, to transfer said
Class A Note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:_____________________ _____________________________________1
Signature Guaranteed:
______________________________________
- ----------
EXHIBIT A-2
FORM OF TEMPORARY GLOBAL CLASS A NOTE
REGISTERED
No. A-2 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.__________________
ISIN NO.______________________
THIS CLASS A NOTE IS A TEMPORARY GLOBAL CLASS A NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR A PERMANENT GLOBAL CLASS A NOTE WHICH IS, UNDER CERTAIN
CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE
RIGHTS ATTACHING TO THIS CLASS A NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS A NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS A NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS A NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS A NOTE OR INTEREST
THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (II) IF
THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH
TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60 (ISSUED JULY
12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD BY OR ON
BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME EMPLOYER (AND
AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH PTE 95-60)
EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF THE DATE OF THE
ACQUISITION OF THIS CLASS A NOTE OR A BENEFICIAL INTEREST IN THIS CLASS A NOTE.
AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS A
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
INTERESTS IN THIS CLASS A NOTE MAY ONLY BE HELD BY NON U.S. PERSONS AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR CEDEL.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS A
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], (or such lesser
amount as shall be the outstanding principal amount of this Class A Note shown
in Schedule A hereto) which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Class A Note shall be due on the Series 1999-1
Termination Date, which is the February 2007 Payment Date. However, principal
with respect to the Class A Notes may be paid earlier or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class A Note at the Class A Rate. Such interest shall be payable on each
Payment Date until the principal of this Class A Note is paid or made available
for payment, on the principal amount of this Class A Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Class A Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, if no interest has yet been paid, from of
the date of issuance of the Series 1999-1 Notes. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class A Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Class A 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 Company
with respect to this Class A Note shall be applied first to interest due and
payable on this Class A Note as provided above and then to the unpaid principal
of this Class A Note. This Class A Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class A Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Class A Note (as defined in the Series
1999-1 Supplement), of the same Series and class, provided that such transfer or
exchange complies with Article 2 of the Base Indenture. Interests in this Class
A Note may not be exchanged for definitive registered Notes.
Reference is made to the further provisions of this Class A Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class A Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class A Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class A 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. IN WITNESS WHEREOF, the Company has
caused this instrument to be signed, manually or in facsimile, by its Authorized
Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:___________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:__________________________________
Authorized Signature
[REVERSE OF CLASS A NOTE]
This Class A Note is one of a duly authorized issue of Class A Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class A
(herein called the "Class A Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class A Notes are subject to all terms of the Indenture. All
terms used in this Class A Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class A Notes are and will be equally and ratably secured by the Collateral
and the Master Collateral pledged as security therefor as provided in the
Indenture and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class A Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class A Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class A Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class A Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class A Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class A Note
(or one or more predecessor Class A Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class A 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 Class A Note be submitted for notation
of payment. Any reduction in the principal amount of this Class A Note (or any
one or more predecessor Class A Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class A Note and
of any Class A Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class A Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class A Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
A Rate to the extent lawful.
As provided in the Indenture, the Class A Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class A Notes if the
Company repurchases any Class A Notes when the Aggregate Principal Balance of
the Class A Notes is less than $17,500,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class A 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 Class A 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 Class A Note or, in the case
of a Note Owner, a beneficial interest in a Class A Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class A
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer in its individual
capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Master Servicer in its individual capacity, any holder of a beneficial
interest in the Company, the Master Servicer or the Trustee or of any successor
or assign of the Trustee or the Servicer in its individual capacity, except (a)
as any such Person may have expressly agreed and (b) 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; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A Note, subject to
Section 12.17 of the Base Indenture. 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
such Noteholder will not for a period of one year and one day following payment
in full of all Notes institute against the Company, or join in any institution
against the Company of, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class A Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class A 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 Class A Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class A Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class A
Note, agree to treat this Class A Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
Each Holder of this Class A Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Class A Note is a nonresident alien, foreign corporation or other non-
United States person and providing the Noteholder's name and address. If the
information provided in the statement changes, the Noteholder shall so inform
the Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class A Note (or any one of more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A 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 Class A Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class A Note includes any successor to the
Company under the Indenture. The Class A Notes are issuable only in registered
form in denominations as provided in the Indenture, subject to certain
limitations set forth therein.
This Class A Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class A Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class A
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Prior to the Exchange Date (as defined below), payments (if any) on this Class A
Note will only be paid to the extent that there is presented by Cedelbank
("Cedel") or Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") to the Trustee at its office in
London a certificate, substantially in the form set out in Exhibit E to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit F to the Base Indenture. After the
Exchange Date the holder of this Class A Note will not be entitled to receive
any payment hereon, until this Class A Note is exchanged in full for a Permanent
Global Class A Note. This Class A Note shall in all other respects be entitled
to the same benefits as the Permanent Global Class A Notes under the Indenture.
On or after the date (the "Exchange Date") which is the date that is the 40th
day after the later of the Closing Date and the completion of the distribution
of the relevant Series, interests in this Class A Note may be exchanged (free of
charge) for interests in a Permanent Global Class A Note in the form of Exhibit
A-3 to the Series 1999-1 Supplement upon presentation of this Class A Note at
the office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Class A Note shall be so issued and delivered in exchange
for only that portion of this Class A Note in respect of which there shall have
been presented to the Trustee by Euroclear or Cedel a certificate, substantially
in the form set out in Exhibit E to the Base Indenture, to the effect that it
has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit F the Base Indenture.
On an exchange of the whole of this Class A Note, this Class A Note shall be
surrendered to the Trustee at its office in London. On an exchange of part only
of this Class A Note, details of such exchange shall be entered by or on behalf
of the Company in Schedule A hereto and the relevant space in Schedule A hereto
recording such exchange shall be signed by or on behalf of the Company. If,
following the issue of a Permanent Global Class A Note in exchange for some of
the Notes represented by this Class A Note, further Notes of this Series are to
be exchanged pursuant to this paragraph, such exchange may be effected, without
the issue of a new Permanent Global Class A Note, by the Company or its agent
endorsing Part I of Schedule A of the Permanent Global Class A Note previously
issued to reflect an increase in the aggregate principal amount of such
Permanent Global Class A Note by an amount equal to the aggregate principal
amount of the additional Notes of this Series to be exchanged.
Interests in this Class A Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class A Note will be treated by the
Company, the Trustee and any paying agent as the holder of such number of Notes.
For purposes of this Class A Note, the securities account records of Euroclear
or Cedel shall, in the absence of manifest error, be conclusive evidence of the
identity of the holders of Notes and of the principal amount of Notes
represented by this Class A Note credited to the securities accounts of such
holders of Notes. Any statement issued by Euroclear or Cedel to any holder
relating to a specified Note or Notes credited to the securities account of such
holder and stating the principal amount of such Note or Notes and certified by
Euroclear or Cedel to be a true record of such securities account shall, in the
absence of manifest error, be conclusive evidence of the records of Euroclear or
Cedel for the purposes of the next preceding sentence (but without prejudice to
any other means of producing such records in evidence). Notwithstanding any
provision to the contrary contained in this Class A Note, the Company
irrevocably agrees, for the benefit of such holder and its successors and
assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Company, the obligation of the
Company hereunder to pay any amount due in respect of each Note represented by
this Class A Note which is credited to such holder's securities account with
Euroclear or Cedel without the production of this Class A Note.
SCHEDULE A
SCHEDULE OF EXCHANGES FOR NOTES
REPRESENTED BY A PERMANENT GLOBAL CLASS A NOTE
The following exchanges of a part of this Class A Note for Notes represented by
a Permanent Global Class A Note have been made:
Part of principal amount of
this Class A Note exchanged Remaining Principal
Date for Notes represented by a amount of this Class Notation made by or
exchange Permanent Global Class A A Note following on behalf of the
made Note such exchange Company
EXHIBIT A-3
FORM OF PERMANENT GLOBAL CLASS A NOTE
REGISTERED
No. A-3 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.______________
ISIN NO. __________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS A NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS A NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS A NOTE OR, IN THE
CASE OF THIS CLASS A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS A NOTE,
REPRESENTS AND WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE
FOREGOING IS NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS A
NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
(II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT",
AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60
(ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD
BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME
EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR
BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH
PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60,
EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF
THE DATE OF THE ACQUISITION OF THIS CLASS A NOTE OR A BENEFICIAL INTEREST IN
THIS CLASS A NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS A
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS A
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class A Note shall be
due on the Series 1999-1 Termination Date, which is the February 2007 Payment
Date. However, principal with respect to the Class A Notes may be paid earlier
or later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A Note at the Class A Rate. Such
interest shall be payable on each Payment Date until the principal of this Class
A Note is paid or made available for payment, on the principal amount of this
Class A Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Class A Note will accrue for each Payment Date from the most recent Payment Date
on which interest has been paid to but excluding such Payment Date or, if no
interest has yet been paid, from the date of issuance of the Series 1999-1
Notes. Interest will be computed on the basis of a 360-day year of twelve 30 day
months. Such principal of and interest on this Class A Note shall be paid in the
manner specified on the reverse hereof.
The principal of and interest on this Class A 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 Company
with respect to this Class A Note shall be applied first to interest due and
payable on this Class A Note as provided above and then to the unpaid principal
of this Class A Note. This Class A Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Reference is made to the further provisions of this Class A Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class A Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class A Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, right, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class A 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. IN WITNESS WHEREOF, the Company has
caused this instrument to be signed, manually or in facsimile, by its Authorized
Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:________________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:_______________________________________
Authorized Signature
[REVERSE OF CLASS A NOTE]
This Class A Note is one of a duly authorized issue of Class A Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class A
(herein called the "Class A Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee, (the "Trustee", which term includes any successor Trustee under the
Base Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999
(the "Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class A Notes are subject to all terms of the Indenture. All
terms used in this Class A Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class A Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class A Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class A Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class A Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class A Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class A Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class A Note
(or one or more predecessor Class A Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class A 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 Class A Note be submitted for notation
of payment. Any reduction in the principal amount of this Class A Note (or any
one or more predecessor Class A Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class A Note and
of any Class A Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class A Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class A Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
A Rate to the extent lawful.
As provided in the Indenture, the Class A Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class A Notes if the
Company repurchases any Class A Notes when the Aggregate Principal Balance of
the Class A Notes is less than or equal to $17,500,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class A Note may be registered on the Note
Register upon surrender of this Class A Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class A 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 Class A 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 Class A Note or, in the case
of a Note Owner, a beneficial interest in a Class A Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class A
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class A Note, subject to Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class A Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class A 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 Class A Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class A Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class A
Note, agree to treat this Class A Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other nonUnited States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that the beneficial owner of this Class A Note is a Foreign
Person and providing the Noteholder's name and address. If the information
provided in the statement changes, the Foreign Person shall so inform the
Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class A Note (or any one of more predecessor Class A Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class A Note and of any Class A 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 Class A Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class A Note includes any successor to the
Company under the Indenture.
The Class A Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class A Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class A Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class A
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class A Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class A Note will be treated by the
Trustee and any paying agent as the holder of such number of Notes. For purposes
of this Class A Note, the securities account records of Euroclear or Cedel
shall, in the absence of manifest error, be conclusive evidence of the identity
of the holders of Notes and of the principal amount of Notes represented by this
Class A Note credited to the securities accounts of such holders of Notes. Any
statement issued by Euroclear or Cedel to any holder relating to a specified
Note or Notes credited to the securities account of such holder and stating the
principal amount of such Note or Notes and certified by Euroclear or Cedel to be
a true record of such securities account shall, in the absence of manifest
error, be conclusive evidence of the records of Euroclear or Cedel for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Class A Note, the Company irrevocably agrees, for
the benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Company, the obligation of the Company hereunder to pay any amount
due in respect of each Note represented by this Class A Note which is credited
to such holder's securities account with Euroclear or Cedel without the
production of this Class A Note.
Interests in this Class A Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.
EXHIBIT B-1
FORM OF RESTRICTED GLOBAL CLASS B NOTE
REGISTERED
No. B-1 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO. ____________
ISIN NO. _________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE, AGREES FOR THE BENEFIT OF
THRIFTY RENTAL CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF
THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FORM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT, IN EACH CASE IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
THE RESALE RESTRICTIONS SET FORTH ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS B NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS B NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS B NOTE OR INTEREST
THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (II) IF
THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH
TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60 (ISSUED JULY
12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD BY OR ON
BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME EMPLOYER (AND
AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH PTE 95-60)
EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF THE DATE OF THE
ACQUISITION OF THIS CLASS B NOTE OR A BENEFICIAL INTEREST IN THIS CLASS B NOTE.
AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS B
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS B
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class B Note shall be
due on the Series 1999-1 Termination Date, which is the February 2007 Payment
Date. However, principal with respect to the Class B Notes may be paid earlier
or later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class B Note, at the Class B Rate. Such
interest shall be payable on each Payment Date until the principal of this Class
B Note is paid or made available for payment, on the principal amount of this
Class B Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Class B Note will accrue for each Payment Date from the most recent Payment Date
on which interest has been paid to but excluding such Payment Date or, if no
interest has yet been paid, from the date of issuance of the Series 1999-1
Notes. Interest will be computed on the basis of a 360-day year of twelve 30 day
months. Such principal of and interest on this Class B Note shall be paid in the
manner specified on the reverse hereof.
The principal of and interest on this Class B 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 Company
with respect to this Class B Note shall be applied first to interest due and
payable on this Class B Note as provided above and then to the unpaid principal
of this Class B Note. This Class B Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class B Note are exchangeable or transferable in whole or in
part for interests in a Temporary Global Class B Note or a Permanent Global
Class C Note (as defined in the Base Indenture), of the same Series and class,
provided that such transfer or exchange complies with Article 2 of the Base
Indenture. Interests in this Class B Note may be exchangeable in whole or in
part for duly executed and issued definitive registered Notes if so provided in
Article 2 of the Base Indenture, with the applicable legends as marked therein,
subject to the provisions of the Base Indenture.
Reference is made to the further provisions of this Class B Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class B Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class B Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class B 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By: ______________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:______________________________________
Authorized Signature
[REVERSE OF CLASS B NOTE]
This Class B Note is one of a duly authorized issue of Class B Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class B
(herein called the "Class B Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class B Notes are subject to all terms of the Indenture. All
terms used in this Class B Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class B Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class B Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class B Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class B Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class B Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class B Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class B Note
(or one or more predecessor Class B Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class B 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 Class B Note be submitted for notation
of payment. Any reduction in the principal amount of this Class B Note (or any
one or more predecessor Class B Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class B Note and
of any Class B Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon or thereon. 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 Class B Note on a
Payment Date, then the Trustee, in the name of and on behalf of the Company,
will notify the Person who was the registered Holder hereof as of the Record
Date preceding such Payment Date by notice mailed within five (5) days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class B Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
B Rate to the extent lawful.
As provided in the Indenture, the Class B Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class B Notes if the
Company repurchases any Class B Notes when the Aggregate Principal Balance of
the Class B Notes is less than $2,000,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or its 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class B 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 Class B 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 Class B Note or, in the case
of a Note Owner, a beneficial interest in a Class B Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class B
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class B Note, subject to Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class B Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class B 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 Class B Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class B Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class B
Note, agree to treat this Class B Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class B Note (or any one of more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of any Class B 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 Class B Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class B Note includes any successor to the
Company under the Indenture.
The Class B Notes are issuable only in registered form in demonminations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class B Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class B Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class B
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class B Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.
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 Class B Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said Class B Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:________________ _____________________________________1
Signature Guaranteed:
__________________________________________
- --------
1NOTE: 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.
EXHIBIT B-2
FORM OF TEMPORARY GLOBAL CLASS B NOTE
REGISTERED
No. B-2 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO._________________
ISIN NO._______________________
THIS CLASS B NOTE IS A TEMPORARY GLOBAL CLASS B NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR A PERMANENT GLOBAL CLASS B NOTE WHICH IS, UNDER CERTAIN
CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE
RIGHTS ATTACHING TO THIS CLASS B NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS B NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS B NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS
CLASS B NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR (II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE
COMPANY GENERAL ACCOUNT", AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION
EXEMPTION ("PTE") 95-60 (ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT
TO WHICH THE AGGREGATE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACTS HELD BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS"
MAINTAINED BY THE SAME EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE
DETERMINED IN ACCORDANCE WITH PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL
OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN
ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY
APPLICABLE SURPLUS) AS OF THE DATE OF THE ACQUISITION OF THIS CLASS B NOTE OR A
BENEFICIAL INTEREST IN THIS CLASS B NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL
MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS B
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
INTERESTS IN THIS CLASS B NOTE MAY ONLY BE HELD BY NON U.S. PERSONS AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR OR CEDEL.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS B
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], (or such lesser
amount as shall be the outstanding principal amount of this Class B Note shown
in Schedule A hereto) which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Class B Note shall be due on the Series 1999-1
Termination Date, which is the February 2007 Payment Date. However, principal
with respect to the Class B Notes may be paid earlier or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class B Note at the Class B Rate. Such interest shall be payable on each
Payment Date until the principal of this Class B Note is paid or made available
for payment, on the principal amount of this Class B Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Class B Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, if no interest has yet been paid, from of
the date of issuance of the Series 1999-1 Notes. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class B Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Class B 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 Company
with respect to this Class B Note shall be applied first to interest due and
payable on this Class B Note as provided above and then to the unpaid principal
of this Class B Note. This Class B Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class B Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Class B Note (as defined in the Series
1999-1 Series Supplement), of the same Series and class, provided that such
transfer or exchange complies with Article 2 of the Base Indenture. Interests in
this Class B Note may not be exchanged for definitive registered Notes.
Reference is made to the further provisions of this Class B Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class B Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class B Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class B 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:__________________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:___________________________________
Authorized Signature
[REVERSE OF CLASS B NOTE]
This Class B Note is one of a duly authorized issue of Class B Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class B
(herein called the "Class B Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class B Notes are subject to all terms of the Indenture. All
terms used in this Class B Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class B Notes are and will be equally and ratably secured by the Collateral
and the Master Collateral pledged as security therefor as provided in the
Indenture and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class B Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class B Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class B Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class B Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class B Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class B Note
(or one or more predecessor Class B Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class B 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 Class B Note be submitted for notation
of payment. Any reduction in the principal amount of this Class B Note (or any
one or more predecessor Class B Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class B Note and
of any Class B Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class B Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class B Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
B Rate to the extent lawful.
As provided in the Indenture, the Class B Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class B Notes if the
Company repurchases any Class B Notes when the Aggregate Principal Balance of
the Class B Notes is less than $2,000,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class B 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 Class B 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 Class B Note or, in the case
of a Note Owner, a beneficial interest in a Class B Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class B
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer in its individual
capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Master Servicer in its individual capacity, any holder of a beneficial
interest in the Company, the Master Servicer or the Trustee or of any successor
or assign of the Trustee or the Servicer in its individual capacity, except (a)
as any such Person may have expressly agreed and (b) 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; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class B Note, subject to
Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class B Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class B 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 Class B Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class B Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class B
Note, agree to treat this Class B Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
Each Holder of this Class B Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Class B Note is a nonresident alien, foreign corporatiion or other
non-United States person and providing the Noteholder's name and address. If the
information provided in the statement changes, the Noteholder shall so inform
the Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class B Note (or any one of more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of any Class B 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 Class B Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class B Note includes any successor to the
Company under the Indenture.
The Class B Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class B Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class B Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class B
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Prior to the Exchange Date (as defined below), payments (if any) on this Class B
Note will only be paid to the extent that there is presented by Cedelbank
("Cedel") or Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") to the Trustee at its office in
London a certificate, substantially in the form set out in Exhibit E to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit F to the Base Indenture. After the
Exchange Date the holder of this Class B Note will not be entitled to receive
any payment hereon, until this Class B Note is exchanged in full for a Permanent
Global Class B Note. This Class B Note shall in all other respects be entitled
to the same benefits as the Permanent Global Class B Notes under the Indenture.
On or after the date (the "Exchange Date") which is the date that is the 40th
day after the later of the Closing Date and the completion of the distribution
of the relevant Series, interests in this Class B Note may be exchanged (free of
charge) for interests in a Permanent Global Class B Note in the form of Exhibit
B to the Series 1999-1 Supplement upon presentation of this Class B Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Class B Note shall be so issued and delivered in exchange
for only that portion of this Class B Note in respect of which there shall have
been presented to the Trustee by Euroclear or Cedel a certificate, substantially
in the form set out in Exhibit E to the Base Indenture, to the effect that it
has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit F the Base Indenture.
On an exchange of the whole of this Class B Note, this Class B Note shall be
surrendered to the Trustee at its office in London. On an exchange of part only
of this Class B Note, details of such exchange shall be entered by or on behalf
of the Company in Schedule A hereto and the relevant space in Schedule A hereto
recording such exchange shall be signed by or on behalf of the Company. If,
following the issue of a Permanent Global Class B Note in exchange for some of
the Notes represented by this Class B Note, further Notes of this Series are to
be exchanged pursuant to this paragraph, such exchange may be effected, without
the issue of a new Permanent Global Class B Note, by the Company or its agent
endorsing Part I of Schedule A of the Permanent Global Class B Note previously
issued to reflect an increase in the aggregate principal amount of such
Permanent
Global Class B Note by an amount equal to the aggregate principal amount of the
additional Notes of this Series to be exchanged.
Interests in this Class B Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class B Note will be treated by the
Company, the Trustee and any paying agent as the holder of such number of Notes.
For purposes of this Class B Note, the securities account records of Euroclear
or Cedel shall, in the absence of manifest error, be conclusive evidence of the
identity of the holders of Notes and of the principal amount of Notes
represented by this Class B Note credited to the securities accounts of such
holders of Notes. Any statement issued by Euroclear or Cedel to any holder
relating to a specified Note or Notes credited to the securities account of such
holder and stating the principal amount of such Note or Notes and certified by
Euroclear or Cedel to be a true record of such securities account shall, in the
absence of manifest error, be conclusive evidence of the records of Euroclear or
Cedel for the purposes of the next preceding sentence (but without prejudice to
any other means of producing such records in evidence). Notwithstanding any
provision to the contrary contained in this Class B Note, the Company
irrevocably agrees, for the benefit of such holder and its successors and
assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Company, the obligation of the
Company hereunder to pay any amount due in respect of each Note represented by
this Class B Note which is credited to such holder's securities account with
Euroclear or Cedel without the production of this Class B Note.
SCHEDULE A
SCHEDULE OF EXCHANGES FOR NOTES
REPRESENTED BY A PERMANENT GLOBAL CLASS B NOTE
The following exchanges of a part of this Class B Note for Notes represented by
a Permanent Global Class B Note have been made:
Part of principal amount of
this Class B Note exchanged Remaining Principal
Date for Notes represented by a amount of this Class Notation made by or
exchange Permanent Global Class B B Note following on behalf of the
made Note such exchange Company
EXHIBIT B-3
FORM OF PERMANENT GLOBAL CLASS B NOTE
REGISTERED
No. B-3 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.____________
ISIN NO._________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS B NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS B NOTE OR, IN THE
CASE OF THIS CLASS B NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS B NOTE,
REPRESENTS AND WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE
FOREGOING IS NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS B
NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
(II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT",
AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60
(ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD
BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME
EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR
BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH
PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60,
EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF
THE DATE OF THE ACQUISITION OF THIS CLASS B NOTE OR A BENEFICIAL INTEREST IN
THIS CLASS B NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS B
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS B NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS B
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class B Note shall be
due on the Series 1999-1 Termination Date, which is the February 2007 Payment
Date. However, principal with respect to the Class B Notes may be paid earlier
or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class B Note at the Class B Rate. Such interest shall be payable on each
Payment Date until the principal of this Class B Note is paid or made available
for payment, on the principal amount of this Class B Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Class B Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, if no interest has yet been paid, from
the date of issuance of the Series 1999-1 Notes. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class B Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Class B 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 Company
with respect to this Class B Note shall be applied first to interest due and
payable on this Class B Note as provided above and then to the unpaid principal
of this Class B Note. This Class B Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Reference is made to the further provisions of this Class B Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class B Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class B Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, right, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class B 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signature
[REVERSE OF CLASS B NOTE]
This Class B Note is one of a duly authorized issue of Class B Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class B
(herein called the "Class B Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee, (the "Trustee", which term includes any successor Trustee under the
Base Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999
(the "Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class B Notes are subject to all terms of the Indenture. All
terms used in this Class B Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class B Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class B Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class B Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class B Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class B Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class B Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class B Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class B Note
(or one or more predecessor Class B Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class B 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 Class B Note be submitted for notation
of payment. Any reduction in the principal amount of this Class B Note (or any
one or more predecessor Class B Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class B Note and
of any Class B Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class B Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class B Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
B Rate to the extent lawful.
As provided in the Indenture, the Class B Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class B Notes if the
Company repurchases any Class B Notes when the Aggregate Principal Balance of
the Class B Notes is less than or equal to $2,000,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class B 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 Class B 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 Class B Note or, in the case
of a Note Owner, a beneficial interest in a Class B Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class B
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class B Note, subject to Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class B Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class B 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 Class B Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class B Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class B
Note, agree to treat this Class B Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other nonUnited States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that the beneficial owner of this Class B Note is a Foreign
Person and providing the Noteholder's name and address. If the information
provided in the statement changes, the Foreign Person shall so inform the
Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class B Note (or any one of more predecessor Class B Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class B Note and of any Class B 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 Class B Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class B Note includes any successor to the
Company under the Indenture.
The Class B Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class B Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class B Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class B
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class B Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class B Note will be treated by the
Trustee and any paying agent as the holder of such number of Notes. For purposes
of this Class B Note, the securities account records of Euroclear or Cedel
shall, in the absence of manifest error, be conclusive evidence of the identity
of the holders of Notes and of the principal amount of Notes represented by this
Class B Note credited to the securities accounts of such holders of Notes. Any
statement issued by Euroclear or Cedel to any holder relating to a specified
Note or Notes credited to the securities account of such holder and stating the
principal amount of such Note or Notes and certified by Euroclear or Cedel to be
a true record of such securities account shall, in the absence of manifest
error, be conclusive evidence of the records of Euroclear or Cedel for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Class B Note, the Company irrevocably agrees, for
the benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Company, the obligation of the Company hereunder to pay any amount
due in respect of each Note represented by this Class B Note which is credited
to such holder's securities account with Euroclear or Cedel without the
production of this Class B Note.
Interests in this Class B Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.
EXHIBIT C-1
FORM OF RESTRICTED GLOBAL CLASS C NOTE
REGISTERED
No. C-1 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.
ISIN NO.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE, AGREES FOR THE BENEFIT OF
THRIFTY RENTAL CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF
THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FORM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT, IN EACH CASE IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
THE RESALE RESTRICTIONS SET FORTH ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS C NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS C NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS C NOTE OR INTEREST
THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (II) IF
THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH
TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60 (ISSUED JULY
12,
1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD BY OR ON
BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME EMPLOYER (AND
AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH PTE 95-60)
EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF THE DATE OF THE
ACQUISITION OF THIS CLASS C NOTE OR A BENEFICIAL INTEREST IN THIS CLASS C NOTE.
AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS C
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS C
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this
Class C Note shall be due on the Series 1999-1 Termination Date, which is the
February 2007 Payment Date. However, principal with respect to the Class C Notes
may be paid earlier or later under certain limited circumstances described in
the Indenture. The Company will pay interest on this Class C Note, at the Class
C Rate. Such interest shall be payable on each Payment Date until the principal
of this Class C Note is paid or made available for payment, on the principal
amount of this Class C Note outstanding on the preceding Payment Date (after
giving effect to all payments of principal made on the preceding Payment Date).
Interest on this Class C Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from the date of issuance of
the Series 1999-1 Notes. Interest will be computed on the basis of a 360-day
year of twelve 30 day months. Such principal of and interest on this Class C
Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Class C 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 Company
with respect to this Class C Note shall be applied first to interest due and
payable on this Class C Note as provided above and then to the unpaid principal
of this Class C Note. This Class C Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class C Note are exchangeable or transferable in whole or in
part for interests in a Temporary Global Class C Note or a Permanent Global
Class C Note (as defined in the Base Indenture), of the same Series and class,
provided that such transfer or exchange complies with Article 2 of the Base
Indenture. Interests in this Class C Note may be exchangeable in whole or in
part for duly executed and issued definitive registered Notes if so provided in
Article 2 of the Base Indenture, with the applicable legends as marked therein,
subject to the provisions of the Base Indenture.
Reference is made to the further provisions of this Class C Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class C Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class C Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class C 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signature
[REVERSE OF CLASS C NOTE]
This Class C Note is one of a duly authorized issue of Class C Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class C
(herein called the "Class C Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class C Notes are subject to all terms of the Indenture. All
terms used in this Class C Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class C Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class C Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class C Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class C Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class C Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class C Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class C Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class C Note
(or one or more predecessor Class C Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class C 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 Class C Note be submitted for notation
of payment. Any reduction in the principal amount of this Class C Note (or any
one or more predecessor Class C Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class C Note and
of any Class C Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon or thereon. 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 Class C
Note on a Payment Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five (5) days of
such Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class C Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
C Rate to the extent lawful.
As provided in the Indenture, the Class C Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class C Notes if the
Company repurchases any Class C Notes when the Aggregate Principal Balance of
the Class C Notes is less than $4,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or its 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class C 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 Class C 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 Class C Note or, in the case
of a Note Owner, a beneficial interest in a Class C Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class C
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the
Company for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class C Note, subject to Section 12.17 of the Base
Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class C Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class C 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 Class C Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class C Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class C
Note, agree to treat this Class C Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of any Class C 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 Class C Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class C Note includes any successor to the
Company under the Indenture.
The Class C Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class C Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class C Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class C
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class C Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.
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 Class C Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said Class C Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:____________________ ____________________________________1
Signature Guaranteed:
__________________________________________
- --------
1 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.
EXHIBIT C-2
FORM OF TEMPORARY GLOBAL CLASS C NOTE
REGISTERED
No. C-2 [
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.____________
ISIN NO. _______________
THIS CLASS C NOTE IS A TEMPORARY GLOBAL CLASS C NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR A PERMANENT GLOBAL CLASS C NOTE WHICH IS, UNDER CERTAIN
CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE
RIGHTS ATTACHING TO THIS CLASS C NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS C NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS C NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS
CLASS C NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR (II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE
COMPANY GENERAL ACCOUNT", AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION
EXEMPTION ("PTE") 95-60 (ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT
TO WHICH THE AGGREGATE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACTS HELD BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS"
MAINTAINED BY THE SAME EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE
DETERMINED IN ACCORDANCE WITH PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL
OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN
ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY
APPLICABLE SURPLUS) AS OF THE DATE OF THE ACQUISITION OF THIS CLASS C NOTE OR A
BENEFICIAL INTEREST IN THIS CLASS C NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL
MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS C
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
INTERESTS IN THIS CLASS C NOTE MAY ONLY BE HELD BY NON U.S. PERSONS AS
SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR
OR CEDEL.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS C
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], (or such lesser
amount as shall be the outstanding principal amount of this Class C Note shown
in Schedule A hereto) which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Class C Note shall be due on the Series 1999-1
Termination Date, which is the February 2007 Payment Date. However, principal
with respect to the Class C Notes may be paid earlier or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class C Note at the Class C Rate. Such interest shall be payable on each
Payment Date until the principal of this Class C Note is paid or made available
for payment, on the principal amount of this Class C Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Class C Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, if no interest has yet been paid, from of
the date of issuance of the Series 1999-1 Notes. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class C Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Class C 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 Company
with respect to this Class C Note shall be applied first to interest due and
payable on this Class C Note as provided above and then to the unpaid principal
of this Class C Note. This Class C Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class C Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Class C Note (as defined in the Series
1999-1 Supplement), of the same Series and class, provided that such transfer or
exchange complies with Article 2 of the Base Indenture. Interests in this Class
C Note may not be exchanged for definitive registered Notes.
Reference is made to the further provisions of this Class C Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class C Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class C Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class C 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:______________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:______________________________
Authorized Signature
[REVERSE OF CLASS C NOTE]
This Class C Note is one of a duly authorized issue of Class C Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class C
(herein called the "Class C Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class C Notes are subject to all terms of the Indenture. All
terms used in this Class C Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class C Notes are and will be equally and ratably secured by the Collateral
and the Master Collateral pledged as security therefor as provided in the
Indenture and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class C Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class C Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class C Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class C Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class C Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class C Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class C Note
(or one or more predecessor Class C Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class C 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 Class C Note be submitted for notation
of payment. Any reduction in the principal amount of this Class C Note (or any
one or more predecessor Class C Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class C Note and
of any Class C Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class C Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class C Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
C Rate to the extent lawful.
As provided in the Indenture, the Class C Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class C Notes if the
Company repurchases any Class C Notes when the Aggregate Principal Balance of
the Class C Notes is less than $4,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class C 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 Class C 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 Class C Note or, in the case
of a Note Owner, a beneficial interest in a Class C Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class C
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer in its individual
capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Master Servicer in its individual capacity, any holder of a beneficial
interest in the Company, the Master Servicer or the Trustee or of any successor
or assign of the Trustee or the Servicer in its individual capacity, except (a)
as any such Person may have expressly agreed and (b) 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; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class C Note, subject to
Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class C Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class C 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 Class C Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class C Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class C
Note, agree to treat this Class C Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
Each Holder of this Class C Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Class C Note is a nonresident alien, foreign corporation or other
non-United States person and providing the Noteholder's name and address. If the
information provided in the statement changes, the Noteholder shall so inform
the Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of any Class C 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 Class C Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class C Note includes any successor to the
Company under the Indenture.
The Class C Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class C Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class C Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class C
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Prior to the Exchange Date (as defined below), payments (if any) on this Class C
Note will only be paid to the extent that there is presented by Cedelbank
("Cedel") or Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") to the Trustee at its office in
London a certificate, substantially in the form set out in Exhibit E to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit F to the Base Indenture. After the
Exchange Date the holder of this Class C Note will not be entitled to receive
any payment hereon, until this Class C Note is exchanged in full for a Permanent
Global Class C Note. This Class C Note shall in all other respects be entitled
to the same benefits as the Permanent Global Class C Notes under the Indenture.
On or after the date (the "Exchange Date") which is the date that is the 40th
day after the later of the Closing Date and the completion of the distribution
of the relevant Series, interests in this Class C Note may be exchanged (free of
charge) for interests in a Permanent Global Class C Note in the form of Exhibit
C to the Series 1999-1 Supplement upon presentation of this Class C Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Class C Note shall be so issued and delivered in exchange
for only that portion of this Class C Note in respect of which there shall have
been presented to the Trustee by Euroclear or Cedel a certificate, substantially
in the form set out in Exhibit E to the Base Indenture, to the effect that it
has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit F the Base Indenture.
On an exchange of the whole of this Class C Note, this Class C Note shall be
surrendered to the Trustee at its office in London. On an exchange of part only
of this Class C Note, details of such exchange shall be entered by or on behalf
of the Company in Schedule A hereto and the relevant space in Schedule A hereto
recording such exchange shall be signed by or on behalf of the Company. If,
following the issue of a Permanent Global Class C Note in exchange for some of
the Notes represented by this Class C Note, further Notes of this Series are to
be exchanged pursuant to this paragraph, such exchange may be effected, without
the issue of a new Permanent Global Class C Note, by the Company or its agent
endorsing Part I of Schedule A of the Permanent Global Class C Note previously
issued to reflect an increase in the aggregate principal amount of such
Permanent
Global Class C Note by an amount equal to the aggregate principal amount of the
additional Notes of this Series to be exchanged.
Interests in this Class C Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class C Note will be treated by the
Company, the Trustee and any paying agent as the holder of such number of Notes.
For purposes of this Class C Note, the securities account records of Euroclear
or Cedel shall, in the absence of manifest error, be conclusive evidence of the
identity of the holders of Notes and of the principal amount of Notes
represented by this Class C Note credited to the securities accounts of such
holders of Notes. Any statement issued by Euroclear or Cedel to any holder
relating to a specified Note or Notes credited to the securities account of such
holder and stating the principal amount of such Note or Notes and certified by
Euroclear or Cedel to be a true record of such securities account shall, in the
absence of manifest error, be conclusive evidence of the records of Euroclear or
Cedel for the purposes of the next preceding sentence (but without prejudice to
any other means of producing such records in evidence). Notwithstanding any
provision to the contrary contained in this Class C Note, the Company
irrevocably agrees, for the benefit of such holder and its successors and
assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Company, the obligation of the
Company hereunder to pay any amount due in respect of each Note represented by
this Class C Note which is credited to such holder's securities account with
Euroclear or Cedel without the production of this Class C Note.
SCHEDULE A
SCHEDULE OF EXCHANGES FOR NOTES
REPRESENTED BY A PERMANENT GLOBAL CLASS C NOTE
The following exchanges of a part of this Class C Note for Notes represented by
a Permanent Global Class C Note have been made:
Part of principal amount of
this Class C Note exchanged Remaining Principal
Date for Notes represented by a amount of this Class Notation made by or
exchange Permanent Global Class C C Note following on behalf of the
made Note such exchange Company
EXHIBIT C-3
FORM OF PERMANENT GLOBAL CLASS C NOTE
REGISTERED
No. C-3 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.________________
ISIN NO._____________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS C NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS C NOTE OR, IN THE
CASE OF THIS CLASS C NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS C NOTE,
REPRESENTS AND WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE
FOREGOING IS NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS C
NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
(II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT",
AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60
(ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD
BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME
EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR
BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH
PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60,
EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF
THE DATE OF THE ACQUISITION OF THIS CLASS C NOTE OR A BENEFICIAL INTEREST IN
THIS CLASS C NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS C
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS C NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS C
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class C Note shall be
due on the Series 1999-1 Termination Date, which is the February 2007 Payment
Date. However, principal with respect to the Class C Notes may be paid earlier
or later
under certain limited circumstances described in the Indenture. The Company will
pay interest on this Class C Note at the Class C Rate. Such interest shall be
payable on each Payment Date until the principal of this Class C Note is paid or
made available for payment, on the principal amount of this Class C Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date). Interest on this Class C Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding such Payment Date or, if no interest has
yet been paid, from the date of issuance of the Series 1999-1 Notes. Interest
will be computed on the basis of a 360-day year of twelve 30 day months. Such
principal of and interest on this Class C Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Class C 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 Company
with respect to this Class C Note shall be applied first to interest due and
payable on this Class C Note as provided above and then to the unpaid principal
of this Class C Note. This Class C Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Reference is made to the further provisions of this Class C Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class C Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class C Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, right, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class C 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:____________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:___________________________
Authorized Signature
[REVERSE OF CLASS C NOTE]
This Class C Note is one of a duly authorized issue of Class C Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class C
(herein called the "Class C Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee, (the "Trustee", which term includes any successor Trustee under the
Base Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999
(the "Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class C Notes are subject to all terms of the Indenture. All
terms used in this Class C Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class C Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class C Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class C Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class C Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class C Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class C Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class C Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class C Note
(or one or more predecessor Class C Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class C 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 Class C Note be submitted for notation
of payment. Any reduction in the principal amount of this Class C Note (or any
one or more predecessor Class C Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class C Note and
of any Class C Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class C Note on a Payment
Date, then the Trustee, in the name of and on behalf of the Company, will notify
the Person who was the registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Class C Note at the Trustee's principal Corporate Trust
Office.
The Company shall pay interest on overdue installments of interest at the Class
C Rate to the extent lawful.
As provided in the Indenture, the Class C Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class C Notes if the
Company repurchases any Class C Notes when the Aggregate Principal Balance of
the Class C Notes is less than or equal to $4,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class C 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 Class C 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 Class C Note or, in the case
of a Note Owner, a beneficial interest in a Class C Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class C
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class C Note, subject to Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class C Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class C 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 Class C Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class C Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class C
Note, agree to treat this Class C Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other nonUnited States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that the beneficial owner of this Class C Note is a Foreign
Person and providing the Noteholder's name and address. If the information
provided in the statement changes, the Foreign Person shall so inform the
Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class C Note (or any one of more predecessor Class C Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class C Note and of any Class C 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 Class C Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class C Note includes any successor to the
Company under the Indenture.
The Class C Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class C Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class C Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class C
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class C Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class C Note will be treated by the
Trustee and any paying agent as the holder of such number of Notes. For purposes
of this Class C Note, the securities account records of Euroclear or Cedel
shall, in the absence of manifest error, be conclusive evidence of the identity
of the holders of Notes and of the principal amount of Notes represented by this
Class C Note credited to the securities accounts of such holders of Notes. Any
statement issued by Euroclear or Cedel to any holder relating to a specified
Note or Notes credited to the securities account of such holder and stating the
principal amount of such Note or Notes and certified by Euroclear or Cedel to be
a true record of such securities account shall, in the absence of manifest
error, be conclusive evidence of the records of Euroclear or Cedel for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Class C Note, the Company irrevocably agrees, for
the benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Company, the obligation of the Company hereunder to pay any amount
due in respect of each Note represented by this Class C Note which is credited
to such holder's securities account with Euroclear or Cedel without the
production of this Class C Note.
Interests in this Class C Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.
EXHIBIT D-1
FORM OF RESTRICTED GLOBAL CLASS D NOTE
REGISTERED
No. D-1 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO._____________________
ISIN NO._______________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS D NOTE, AGREES FOR THE BENEFIT OF
THRIFTY RENTAL CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS D NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON
REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF
THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FORM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT, IN EACH CASE IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
THE RESALE RESTRICTIONS SET FORTH ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS D NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS D NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS D NOTE OR INTEREST
THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR (II) IF
THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH
TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60 (ISSUED JULY
12,
1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE AMOUNT OF SUCH
GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD BY OR ON
BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME EMPLOYER (AND
AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH PTE 95-60)
EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE
ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF THE DATE OF THE
ACQUISITION OF THIS CLASS D NOTE OR A BENEFICIAL INTEREST IN THIS CLASS D NOTE.
AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS D
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS D NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS D NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS D NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS D NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS D
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this
Class D Note shall be due on the Series 1999-1 Termination Date, which is the
February 2007 Payment Date. However, principal with respect to the Class D Notes
may be paid earlier or later under certain limited circumstances described in
the Indenture. The Company will pay interest on this Class D Note, at the Class
D Rate. Such interest shall be payable on each Payment Date until the principal
of this Class D Note is paid or made available for payment, on the principal
amount of this Class D Note outstanding on the preceding Payment Date (after
giving effect to all payments of principal made on the preceding Payment Date).
Interest on this Class D Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from the date of issuance of
the Series 1999-1 Notes. Interest will be computed on the basis of a 360-day
year of twelve 30 day months. Such principal of and interest on this Class D
Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Class D 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 Company
with respect to this Class D Note shall be applied first to interest due and
payable on this Class D Note as provided above and then to the unpaid principal
of this Class D Note. This Class D Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class D Note are exchangeable or transferable in whole or in
part for interests in a Temporary Global Class D Note or a Permanent Global
Class D Note (as defined in the Base Indenture), of the same Series and class,
provided that such transfer or exchange complies with Article 2 of the Base
Indenture. Interests in this Class D Note may be exchangeable in whole or in
part for duly executed and issued definitive registered Notes if so provided in
Article 2 of the Base Indenture, with the applicable legends as marked therein,
subject to the provisions of the Base Indenture.
Reference is made to the further provisions of this Class D Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class D Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class D Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class D 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:_____________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class D Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:____________________________
Authorized Signature
[REVERSE OF CLASS D NOTE]
This Class D Note is one of a duly authorized issue of Class D Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class D
(herein called the "Class D Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class D Notes are subject to all terms of the Indenture. All
terms used in this Class D Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class D Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class D Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class D Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class D Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class D Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class D Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class D Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class D Note
(or one or more predecessor Class D Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class D 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 Class D Note be submitted for notation
of payment. Any reduction in the principal amount of this Class D Note (or any
one or more predecessor Class D Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class D Note and
of any Class D Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon or thereon. 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 Class
D Note on a Payment Date, then the Trustee, in the name of and on behalf of the
Company, will notify the Person who was the registered Holder hereof as of the
Record Date preceding such Payment Date by notice mailed within five (5) days of
such Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class D Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
D Rate to the extent lawful.
As provided in the Indenture, the Class D Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class D Notes if the
Company repurchases any Class D Notes when the Aggregate Principal Balance of
the Class D Notes is less than $1,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class D Note may be registered on the Note
Register upon surrender of this Class D Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder hereof or its 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class D 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 Class D 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 Class D Note or, in the case
of a Note Owner, a beneficial interest in a Class D Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class D
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the
Company for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Class D Note, subject to Section 12.17 of the Base
Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class D Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class D 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 Class D Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class D Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class D
Note, agree to treat this Class D Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class D Note (or any one of more predecessor Class D Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class D Note and of any Class D 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 Class D Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class D Note includes any successor to the
Company under the Indenture.
The Class D Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class D Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class D Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class D
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class D Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.
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 Class D Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said Class D Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:____________________ _________________________________1
Signature Guaranteed:
______________________________________
- --------
1NOTE: 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.
EXHIBIT D-2
FORM OF TEMPORARY GLOBAL CLASS D NOTE
REGISTERED
No. D-2 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.___________________
ISIN NO._________________________
THIS CLASS D NOTE IS A TEMPORARY GLOBAL CLASS D NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR A PERMANENT GLOBAL CLASS D NOTE WHICH IS, UNDER CERTAIN
CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE NOTES WITHOUT COUPONS. THE
RIGHTS ATTACHING TO THIS CLASS D NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS D NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS D NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS-A NOTE OR, IN THE
CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS D NOTE, REPRESENTS AND
WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE FOREGOING IS
NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS
CLASS D NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR (II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE
COMPANY GENERAL ACCOUNT", AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION
EXEMPTION ("PTE") 95-60 (ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT
TO WHICH THE AGGREGATE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACTS HELD BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS"
MAINTAINED BY THE SAME EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE
DETERMINED IN ACCORDANCE WITH PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL
OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN
ACCORDANCE WITH PTE 95-60, EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY
APPLICABLE SURPLUS) AS OF THE DATE OF THE ACQUISITION OF THIS CLASS D NOTE OR A
BENEFICIAL INTEREST IN THIS CLASS D NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL
MEAN ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS D
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS D NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS D NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 PRINCIPAL OF THIS CLASS D NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS D NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
INTERESTS IN THIS CLASS D NOTE MAY ONLY BE HELD BY NON U.S. PERSONS AS
SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY ONLY BE HELD IN BOOK-ENTRY FORM THROUGH EUROCLEAR
OR CEDEL.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS D
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], (or such lesser
amount as shall be the outstanding principal amount of this Class D Note shown
in Schedule A hereto) which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided, however, that the entire unpaid
principal amount of this Class D Note shall be due on the Series 1999-1
Termination Date, which is the February 2007 Payment Date. However, principal
with respect to the Class D Notes may be paid earlier or later under certain
limited circumstances described in the Indenture. The Company will pay interest
on this Class D Note at the Class D Rate. Such interest shall be payable on each
Payment Date until the principal of this Class D Note is paid or made available
for payment, on the principal amount of this Class D Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date). Interest on this Class D Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, if no interest has yet been paid, from of
the date of issuance of the Series 1999-1 Notes. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class D Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Class D 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 Company
with respect to this Class D Note shall be applied first to interest due and
payable on this Class D Note as provided above and then to the unpaid principal
of this Class D Note. This Class D Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Interests in this Class D Note are exchangeable or transferable in whole or in
part for interests in a Restricted Global Class D Note (as defined in the Series
1999-1 Supplement), of the same Series and class, provided that such transfer or
exchange complies with Article 2 of the Base Indenture. Interests in this Class
D Note may not be exchanged for definitive registered Notes.
Reference is made to the further provisions of this Class D Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class D Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class D Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class D 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:__________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class D Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:___________________________
Authorized Signature
[REVERSE OF CLASS D NOTE]
This Class D Note is one of a duly authorized issue of Class D Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class D
(herein called the "Class D Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee (the "Trustee", which term includes any successor Trustee under the Base
Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999 (the
"Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class D Notes are subject to all terms of the Indenture. All
terms used in this Class D Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class D Notes are and will be equally and ratably secured by the Collateral
and the Master Collateral pledged as security therefor as provided in the
Indenture and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class D Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class D Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class D Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class D Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class D Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class D Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class D Note
(or one or more predecessor Class D Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class D 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 Class D Note be submitted for notation
of payment. Any reduction in the principal amount of this Class D Note (or any
one or more predecessor Class D Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class D Note and
of any Class D Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class D Note on a
Payment Date, then the Trustee, in the name of and on behalf of the Company,
will notify the Person who was the registered Holder hereof as of the Record
Date preceding such Payment Date by notice mailed within five (5) days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class D Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
D Rate to the extent lawful.
As provided in the Indenture, the Class D Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class D Notes if the
Company repurchases any Class D Notes when the Aggregate Principal Balance of
the Class D Notes is less than $1,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class D Note may be registered on the Note
Register upon surrender of this Class D Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class D 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 Class D 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 Class D Note or, in the case
of a Note Owner, a beneficial interest in a Class D Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class D
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Servicer in its individual
capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee
or the Master Servicer in its individual capacity, any holder of a beneficial
interest in the Company, the Master Servicer or the Trustee or of any successor
or assign of the Trustee or the Servicer in its individual capacity, except (a)
as any such Person may have expressly agreed and (b) 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; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class D Note, subject to
Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class D Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class D 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 Class D Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class D Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class D
Note, agree to treat this Class D Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
Each Holder of this Class D Note shall provide to the Trustee at least annually
an appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Class D Note is a nonresident alien, foreign corporation or other United
States person and providing the Noteholder's name and address. If the
information provided in the statement changes, the Noteholder shall so inform
the Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class D Note (or any one of more predecessor Class D Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class D Note and of any Class D 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 Class D Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class D Note includes any successor to the
Company under the Indenture.
The Class D Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class D Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class D Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class D
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Prior to the Exchange Date (as defined below), payments (if any) on this Class D
Note will only be paid to the extent that there is presented by CedelbBank
("Cedel") or Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear") to the Trustee at its office in
London a certificate, substantially in the form set out in Exhibit E to the Base
Indenture, to the effect that it has received from or in respect of a person
entitled to a Note (as shown by its records) a certificate from such person in
or substantially in the form of Exhibit F to the Base Indenture. After the
Exchange Date the holder of this Class D Note will not be entitled to receive
any payment hereon, until this Class D Note is exchanged in full for a Permanent
Global Class D Note. This Class D Note shall in all other respects be entitled
to the same benefits as the Permanent Global Class D Notes under the Indenture.
On or after the date (the "Exchange Date") which is the date that is the 40th
day after the later of the Closing Date and the completion of the distribution
of the relevant Series, interests in this Class D Note may be exchanged (free of
charge) for interests in a Permanent Global Class D Note in the form of Exhibit
D to the Series 1999-1 Supplement upon presentation of this Class D Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Class D Note shall be so issued and delivered in exchange
for only that portion of this Class D Note in respect of which there shall have
been presented to the Trustee by Euroclear or Cedel a certificate, substantially
in the form set out in Exhibit E to the Base Indenture, to the effect that it
has received from or in respect of a person entitled to a Note (as shown by its
records) a certificate from such person in or substantially in the form of
Exhibit F the Base Indenture.
On an exchange of the whole of this Class D Note, this Class D Note shall be
surrendered to the Trustee at its office in London. On an exchange of part only
of this Class D Note, details of such exchange shall be entered by or on behalf
of the Company in Schedule A hereto and the relevant space in Schedule A hereto
recording such exchange shall be signed by or on behalf of the Company. If,
following the issue of a Permanent Global Class D Note in exchange for some of
the Notes represented by this Class D Note, further Notes of this Series are to
be exchanged pursuant to this paragraph, such exchange may be effected, without
the issue of a new Permanent Global Class D Note, by the Company or its agent
endorsing Part I of Schedule A of the Permanent Global Class D Note previously
issued to reflect an increase in the aggregate principal amount of such
Permanent
Global Class D Note by an amount equal to the aggregate principal amount of the
additional Notes of this Series to be exchanged.
Interests in this Class D Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class D Note will be treated by the
Company, the Trustee and any paying agent as the holder of such number of Notes.
For purposes of this Class D Note, the securities account records of Euroclear
or Cedel shall, in the absence of manifest error, be conclusive evidence of the
identity of the holders of Notes and of the principal amount of Notes
represented by this Class D Note credited to the securities accounts of such
holders of Notes. Any statement issued by Euroclear or Cedel to any holder
relating to a specified Note or Notes credited to the securities account of such
holder and stating the principal amount of such Note or Notes and certified by
Euroclear or Cedel to be a true record of such securities account shall, in the
absence of manifest error, be conclusive evidence of the records of Euroclear or
Cedel for the purposes of the next preceding sentence (but without prejudice to
any other means of producing such records in evidence). Notwithstanding any
provision to the contrary contained in this Class D Note, the Company
irrevocably agrees, for the benefit of such holder and its successors and
assigns, that, subject to the provisions of the Indenture, each holder or its
successors or assigns may file any claim, take any action or institute any
proceeding to enforce, directly against the Company, the obligation of the
Company hereunder to pay any amount due in respect of each Note represented by
this Class D Note which is credited to such holder's securities account with
Euroclear or Cedel without the production of this Class D Note.
SCHEDULE A
SCHEDULE OF EXCHANGES FOR NOTES
REPRESENTED BY A PERMANENT GLOBAL CLASS D NOTE
The following exchanges of a part of this Class D Note for Notes represented by
a Permanent Global Class D Note have been made:
Part of principal amount of
this Class D Note exchanged Remaining Principal
Date for Notes represented by a amount of this Class Notation made by or
exchange Permanent Global Class D D Note following on behalf of the
made Note such exchange Company
EXHIBIT D-3
FORM OF PERMANENT GLOBAL CLASS D NOTE
REGISTERED
No. D-3 [ ]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO.___________________
ISIN NO._________________________
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CLASS D NOTE, AGREES FOR THE BENEFIT OF RENTAL
CAR FINANCE CORP. (THE "COMPANY") THAT THIS CLASS D NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED
STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT)
IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4)
PURSUANT TO AN EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH
ABOVE.
EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF THIS CLASS D NOTE OR, IN THE
CASE OF THIS CLASS D NOTE OWNER, A BENEFICIAL INTEREST IN THIS CLASS D NOTE,
REPRESENTS AND WARRANTS THAT IT IS EITHER (A) NOT A BENEFIT PLAN OR (B), IF THE
FOREGOING IS NOT THE CASE, (I) THAT ITS PURCHASE AND HOLDING OF THIS CLASS D
NOTE OR INTEREST THEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
(II) IF THE NOTEHOLDER OR NOTE OWNER IS AN "INSURANCE COMPANY GENERAL ACCOUNT",
AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION EXEMPTION ("PTE") 95-60
(ISSUED JULY 12, 1995), THERE IS NO "PLAN" WITH RESPECT TO WHICH THE AGGREGATE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACTS HELD
BY OR ON BEHALF OF SUCH "PLAN" AND ALL OTHER "PLANS" MAINTAINED BY THE SAME
EMPLOYER (AND AFFILIATES THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR
BY THE SAME EMPLOYEE ORGANIZATION (IN EACH CASE DETERMINED IN ACCORDANCE WITH
PTE 95-60) EXCEEDS OR WILL EXCEED 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (DETERMINED IN ACCORDANCE WITH PTE 95-60,
EXCLUSIVE OF SEPARATE ACCOUNT LIABILITIES, PLUS ANY APPLICABLE SURPLUS) AS OF
THE DATE OF THE ACQUISITION OF THIS CLASS D NOTE OR A BENEFICIAL INTEREST IN
THIS CLASS D NOTE. AS USED HEREIN, "BENEFIT PLAN" SHALL MEAN ANY EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.19 OF THE BASE INDENTURE, THIS CLASS D
NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF
THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS D NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS D NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN 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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE PRINCIPAL OF THIS CLASS D NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS D NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
Rental Car Finance Corp.
FIXED RATE RENTAL CAR ASSET BACKED NOTES, CLASS D
Rental Car Finance Corp., a special purpose Oklahoma corporation (herein
referred to as the "Company"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [ ], which amount shall
be payable in the amounts and at the times set forth in the Indenture, provided,
however, that the entire unpaid principal amount of this Class D Note shall be
due on the Series 1999-1 Termination Date, which is the February 2007 Payment
Date. However, principal with respect to the Class D Notes may be paid earlier
or later
under certain limited circumstances described in the Indenture. The Company will
pay interest on this Class D Note at the Class D Rate. Such interest shall be
payable on each Payment Date until the principal of this Class D Note is paid or
made available for payment, on the principal amount of this Class D Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date). Interest on this Class D Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding such Payment Date or, if no interest has
yet been paid, from the date of issuance of the Series 1999-1 Notes. Interest
will be computed on the basis of a 360-day year of twelve 30 day months. Such
principal of and interest on this Class D Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Class D 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 Company
with respect to this Class D Note shall be applied first to interest due and
payable on this Class D Note as provided above and then to the unpaid principal
of this Class D Note. This Class D Note does not represent an interest in, or an
obligation of, the Master Servicer, or any affiliate of the Master Servicer
other than the Company.
Reference is made to the further provisions of this Class D Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Class D Note. Although a summary of certain provisions of
the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Class D Note does not purport to summarize the Indenture and
reference is made to the Indenture for information with respect to the
interests, right, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Master Servicer and the Trustee. A
copy of the Indenture may be requested from the Trustee by writing to the
Trustee at: 4 Albany Street, New York, New York 10006, Attn: Corporate Trust and
Agency Group. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the Trustee
whose name appears below by manual signature, this Class D 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.
Date: April 29, 1999 RENTAL CAR FINANCE CORP.
By:___________________________
Name: Pamela S. Peck
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class D Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:_____________________
Authorized Signature
[REVERSE OF CLASS D NOTE]
This Class D Note is one of a duly authorized issue of Class D Notes of the
Company, designated as its Fixed Rate Rental Car Asset Backed Notes, Class D
(herein called the "Class D Notes"), all issued under (i) a Base Indenture dated
as of December 13, 1995 (such Base Indenture, as amended or modified, is herein
called the "Base Indenture"), between the COMPANY and BANKERS TRUST COMPANY, as
trustee, (the "Trustee", which term includes any successor Trustee under the
Base Indenture), and (ii) a Series 1999-1 Supplement dated as of April 29, 1999
(the "Series 1999-1 Supplement") between the Company and the Trustee. The Base
Indenture and the Series 1999-1 Supplement are referred to herein as the
"Indenture". The Class D Notes are subject to all terms of the Indenture. All
terms used in this Class D Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.
The Class D Notes are and will be equally and ratably secured by the Collateral
and Master Collateral pledged as security therefor as provided in the Indenture
and the Amended and Restated Master Collateral Agency Agreement.
Principal of the Class D Notes will be payable on each Payment Date specified in
and in the amounts described in the Indenture. "Payment Date" means the 25th day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing June 25, 1999.
As described above, the entire unpaid principal amount of this Class D Note
shall be due and payable on the Series 1999-1 Termination Date. Notwithstanding
the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
Event or Series 1999-1 Limited Liquidation Event of Default shall have occurred
and be continuing then, in certain circumstances, principal on the Class D Notes
may be paid earlier, as described in the Indenture. All principal payments on
the Class D Notes shall be made pro rata to the Noteholders entitled thereto.
Payments of interest on this Class D Note due and payable on each Payment Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class D Note, shall be made by check mailed first class
to the Person whose name appears as the Holder of record of this Class D Note
(or one or more predecessor Class D Notes) on the Note Register as of the close
of business on each Record Date, except that with respect to Class D 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 Class D Note be submitted for notation
of payment. Any reduction in the principal amount of this Class D Note (or any
one or more predecessor Class D Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Class D Note and
of any Class D Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted thereon. 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 Class D Note on a
Payment Date, then the Trustee, in the name of and on behalf of the Company,
will notify the Person who was the registered Holder hereof as of the Record
Date preceding such Payment Date by notice mailed within five (5) days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Class D Note at the Trustee's principal
Corporate Trust Office.
The Company shall pay interest on overdue installments of interest at the Class
D Rate to the extent lawful.
As provided in the Indenture, the Class D Notes may be redeemed, in whole, but
not in part, at the option of the Company, on any Payment Date. A Series 1999-1
Note Prepayment Premium will be payable to holders of the Class D Notes if the
Company repurchases any Class D Notes when the Aggregate Principal Balance of
the Class D Notes is less than or equal to $1,250,000.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class D Note may be registered on the Note
Register upon surrender of this Class D Note for registration of transfer at the
office or agency designated by the Company pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the 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 certificates and other
documents as are required pursuant to the Indenture and as the Trustee may
reasonably require, and thereupon one or more new Class D 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 Class D 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 Class D Note or, in the case
of a Note Owner, a beneficial interest in a Class D Note covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, the Master Servicer or the Trustee on the Class D
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Trustee or the Master Servicer in its
individual capacity, (ii) any owner of a beneficial interest in the Company or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee or the Master Servicer in its individual capacity, any holder of a
beneficial interest in the Company, the Master Servicer or the Trustee or of any
successor or assign of the Trustee or the Master Servicer in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) 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;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Class D Note, subject to Section 12.17 of the Base Indenture.
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 such Noteholder will not for a period of one
year and one day following payment in full of all Notes institute against the
Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related Documents.
Prior to the due presentment for registration of transfer of this Class D Note,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Class D 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 Class D Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
It is the intent of the Company and the Noteholders that, for Federal, state and
local income and franchise tax purposes only, the Class D Notes will evidence
indebtedness of the Company. The Noteholders, by the acceptance of this Class D
Note, agree to treat this Class D Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.
In the event a Noteholder or Note Owner is a nonresident alien, foreign
corporation or other nonUnited States person (a "Foreign Person"), such Foreign
Person shall provide to the Trustee at least annually an appropriate statement
(on Internal Revenue Service Form W-8 or suitable substitute) with respect to
United States federal income tax and withholding tax, signed under penalties of
perjury, certifying that the beneficial owner of this Class D Note is a Foreign
Person and providing the Noteholder's name and address. If the information
provided in the statement changes, the Foreign Person shall so inform the
Trustee within thirty (30) days of such change.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series 1999-1 Notes under the
Indenture at any time by the Company with the consent of the Holders of Series
1999-1 Notes representing more than 50% in principal amount of the Outstanding
Series 1999-1 Notes which are affected by such amendment or modification. The
Indenture also contains provisions permitting the Holders of Series 1999-1 Notes
representing specified percentages of the Outstanding Series 1999-1 Notes, on
behalf of the Holders of all the Series 1999-1 Notes, to waive compliance by the
Company 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 Class D Note (or any one of more predecessor Class D Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Class D Note and of any Class D 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 Class D Note. The Indenture also permits the
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 1999-1 Notes issued
thereunder.
The term "Company" as used in this Class D Note includes any successor to the
Company under the Indenture.
The Class D Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations set forth therein.
This Class D Note and the Indenture shall be construed in accordance with the
law of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such law.
No reference herein to the Indenture and no provision of this Class D Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class D
Note at the times, place, and rate, and in the coin or currency herein
prescribed.
Interests in this Class D Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Cedel. Each person who is
shown in the records of Euroclear and Cedel as entitled to a particular number
of Notes by way of an interest in this Class D Note will be treated by the
Trustee and any paying agent as the holder of such number of Notes. For purposes
of this Class D Note, the securities account records of Euroclear or Cedel
shall, in the absence of manifest error, be conclusive evidence of the identity
of the holders of Notes and of the principal amount of Notes represented by this
Class D Note credited to the securities accounts of such holders of Notes. Any
statement issued by Euroclear or Cedel to any holder relating to a specified
Note or Notes credited to the securities account of such holder and stating the
principal amount of such Note or Notes and certified by Euroclear or Cedel to be
a true record of such securities account shall, in the absence of manifest
error, be conclusive evidence of the records of Euroclear or Cedel for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Class D Note, the Company irrevocably agrees, for
the benefit of such holder and its successors and assigns, that, subject to the
provisions of the Indenture, each holder or its successors or assigns may file
any claim, take any action or institute any proceeding to enforce, directly
against the Company, the obligation of the Company hereunder to pay any amount
due in respect of each Note represented by this Class D Note which is credited
to such holder's securities account with Euroclear or Cedel without the
production of this Class D Note.
Interests in this Class D Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.
Exhibit E
FORM OF DEMAND NOTE
New York, New York
April 29, 1999
FOR VALUE RECEIVED, the undersigned, DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC., a Delaware corporation ("DTAG"), promises to pay to RENTAL CAR
FINANCE CORP., an Oklahoma corporation ("RCFC"), on demand (the "Demand Date"),
(a) the principal sum of ________________________________ DOLLARS ($_________)
or (b) such other amount, shown on Schedule A attached hereto (and any
continuation thereof) made by RCFC, as the aggregate unpaid principal balance
hereof, including the aggregate unpaid principal amount of Demand Note Advances
(as defined herein) made from funds on deposit in the Series 1999-1 Collection
Account from time to time.
1. Principal Payment Date. Any unpaid principal of
this promissory note (this "Demand Note") shall be paid on the
Demand Date.
2. Interest. DTAG also promises to pay interest on the unpaid
principal amount hereof from time to time outstanding at an interest rate of
one-year LIBOR, as determined for such period in the manner set forth under the
Base Indenture, dated as of December 13, 1995 between RCFC and Bankers Trust
Company, as Trustee, as amended by the Amendment to Base Indenture dated as of
December 23, 1997 (the "Base Indenture") as supplemented by the Series 1999-1
Supplement (the "Series 1999-1 Supplement" and together with the Base Indenture,
the "Indenture") for the determination of LIBOR thereunder, plus 1.5% (the
"Demand Note Rate")from the date hereof until the principal amount shall be paid
in full. Capitalized terms used herein and not otherwise defined herein shall
have the meanings set forth therefor in the Indenture.
3. Prepayments. DTAG shall repay in full the unpaid
principal amount of this Demand Note upon the Demand Date hereof.
Prior thereto, DTAG
(a) may, from time to time on any Business Day, make a
voluntary prepayment, in whole or in part, of the outstanding principal
amount of this Demand Note; provided, however, that
(i) any such prepayment shall be made after all
payments due on such Business Day under the Related Documents
have been paid in full;
(ii) no Event of Default or Lease Event of Default
shall have occurred and be continuing; and
(iii) all such voluntary prepayments shall require at
least three but no more than five Business Days' prior written
notice to RCFC.
Each prepayment of any Demand Note made pursuant to this Section 3 shall be
without premium or penalty.
4. Demand Note Advances. RCFC agrees to make advances ("Demand
Note Advances") upon request from DTAG as borrower out of and not to exceed in
any Related Month the amount of Recoveries not so allocated, as pursuant to
Section 4.7(a)(ii)(1) of the Series 1999-1 Supplement, that may be lent under
this Demand Note pursuant to Sections 4.7(a)(ii)(1), 4.7(b)(ii)(1), and
4.7(c)(ii)(1) of the Series 1999-1 Supplement. Such Demand Note Advances are
repayable by DTAG, with interest, on each Demand Date upon demand by RCFC or the
Trustee, as assignee of RCFC. Demand Note Advances shall accrue interest on the
outstanding balance thereof at the Demand Note Rate then applicable. The date,
amount, interest rate and duration of the Interest Period (if applicable) of
each Demand Note Advance made by RCFC to DTAG and each payment made on account
of the principal thereof, shall be recorded by RCFC on its books and, prior to
any transfer of this Demand Note, endorsed by RCFC on Schedule A attached hereto
or any continuation thereof, provided that the failure of RCFC to make any such
recordation or endorsement shall not affect the obligations of DTAG to make a
payment when due of any amount owing hereunder or under any other Related
Document in respect of the Demand Note Advances made by RCFC.
5. Subordination. (a) RCFC, as subordinated lender under this
Demand Note in respect of Demand Note Advances (the "Subordinated Lender")
hereby agrees that the Subordinated Lender's right under this Demand Note is
expressly subordinated to all payment obligations due to the Trustee, as
assignee of the Master Lease(the "Senior Lender"), under the Master Lease (the
"Payment Obligations"). The Subordinated Lender hereby agrees that the payment
of this Demand Note is hereby expressly subordinated, in accordance with the
terms hereof, to the prior payment in full of the Payment Obligations in cash.
(b) Upon the maturity of any Payment Obligation (including
interest thereon or fees or any other amounts owing in respect thereof), whether
on the Payment Date (after any extension thereof), by acceleration or otherwise,
all payments thereof and premium, if any, and interest thereon or fees or any
other amounts owing in respect thereof, in each case to the extent due and
owing, shall first be paid in full in cash, or such payment duly provided for in
cash or in a manner satisfactory to the Senior Lender, before any payment is
made on account of this Demand Note. The
Subordinated Lender hereby agrees that, so long as an Event of Default or a
Lease Event of Default, or event which with notice or lapse of time or both
would constitute an Event of Default or a Lease Event of Default, in respect of
any Payment Obligations, it will not ask, demand, sue for, or otherwise take,
accept or receive, any amounts in respect of this Demand Note.
(c) In the event that notwithstanding the provisions of the
preceding Section 5(b), DTAG shall make any payment on account of this Demand
Note at a time when payment is not permitted by said Section 5(b), such payment
shall be held by the Subordinated Lender or its representative, in trust for the
benefit of, and shall be paid forthwith over and delivered to, the Senior Lender
or its representative for application to the payment of all Payment Obligations
remaining unpaid to the extent necessary to pay all Payment Obligations in full
in cash in accordance with the terms of the Master Lease, after giving effect to
any concurrent payment or distribution to or for the Payment Obligations.
Without in any way modifying the provisions hereof or affecting the
subordination effected hereby if such notice is not given, DTAG shall give the
Subordinated Lender prompt written notice of any payment made on the Demand Note
and any Demand Date of Payment Obligations after which such Payment Obligations
remain unsatisfied.
(d) Upon any distribution of assets of DTAG upon any
dissolution, winding up, liquidation or reorganization of DTAG (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or otherwise):
(i) the Senior Lender shall first be entitled to receive
payment in full of the Payment Obligations in cash or in a manner
satisfactory to the Senior Lender (including, without limitation, all
interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided in the
governing documentation whether or not such interest is an allowed
claim in such proceeding) before the Subordinated Lender is entitled to
receive any payment out of the proceeds from or distributions made
under the Master Lease;
(ii) any payment out of the proceeds from or distributions
made under the Master Lease of any kind or character, whether in cash,
property or securities to which the Subordinated Lender would be
entitled except for the provisions hereof, shall be paid by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee or agent, directly to the Senior Lender
or its representative under the agreements pursuant to which the
Payment Obligations may have been made, to the extent necessary to make
payment in full of all Payment Obligations remaining unpaid, after
giving effect to any concurrent
payment or distribution to the Senior Lender in respect of the
Payment Obligations; and
(iii) in the event that, notwithstanding the foregoing
provisions of this Section 5(d), any payment of any kind or character,
whether in cash, property or securities, shall be received by the
Subordinated Lender on account of principal of this Demand Note before
all Payment Obligations are paid in full in cash or in a manner
satisfactory to the Senior Lender, or effective provisions made for its
payment, such payment out of the proceeds from or distributions made
under the Master Lease shall be received and held in trust for and
shall be paid over to the Senior Lender in respect of Payment
Obligations remaining unpaid or unprovided for or their representative
under the agreements pursuant to which the Payment Obligations have
been made, for application to the payment of such Payment Obligations
until all such Payment Obligations shall have been paid in full in cash
or in a manner satisfactory to the Senior Lender, after giving effect
to any concurrent payment or distribution to the Senior Lender in
respect of Payment Obligations.
Without in any way modifying the provisions hereof or
affecting the subordination effected hereby if such notice is not given, DTAG
shall give prompt written notice to the Subordinated Lender of any dissolution,
winding up, liquidation or reorganization of DTAG (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise).
6. No Waiver; Amendment. No failure or delay on the part of
RCFC in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No amendment, modification or waiver of, or consent with respect
to, any provision of this Demand Note shall in any event be effective unless (a)
the same shall be in writing and signed and delivered by DTAG and RCFC, and (b)
all consents required for such actions under the Related Documents shall have
been received by the appropriate Persons.
7. No Negotiation. This Demand Note is not negotiable other
than a pledge or assignment to the Trustee, who is hereby authorized by DTAG and
RCFC to make claims for repayment of principal outstandings hereunder on behalf
of RCFC.
8. Successors and Assigns. This Demand Note shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
9. Governing Law. THIS DEMAND NOTE HAS BEEN DELIVERED IN NEW
YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
10. Captions. Paragraph captions used in this Demand Note are
provided solely for convenience of reference only and shall not affect the
meaning or interpretation of any provision of this Demand Note.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:__________________________
Name: Pamela S. Peck
Title: Treasurer
Accepted and Agreed to by:
RENTAL CAR FINANCE CORP.
By:_____________________
Name: Michael H. McMahon
Title: Assistant Treasurer
Schedule A
PAYMENT GRID
Amount of
Amount of Demand Outstanding Notation
Principal Principal Note Principal Made
Date Amount Payment Advance Balance By
EXHIBIT F
Form of Notice of
Series 1999-1 Lease Payment Losses
Bankers Trust Company, as Trustee
4 Albany Street, 10th Floor
New York, New York 10006
Ladies and Gentlemen:
This Series 1999-1 Lease Payment Losses Notice is delivered to you pursuant to
Section 4.18 of the Series 1999-1 Supplement dated as of April 29, 1999 to the
Base Indenture dated as of December 13, 1995 (as amended or modified from to
time, the "Series 1999-1 Supplement") between Rental Car Finance Corp., an
Oklahoma corporation, and Bankers Trust Company, as Trustee. Terms used herein
have the meanings provided in the Series 1999-1 Supplement.
The Master Servicer hereby notifies the Trustee that as of _________, 19__ there
exists Series 1999-1 Lease Payment Losses in
the amount of $__________.
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC.
By: _______________________________
Name: _____________________________
Title: ____________________________