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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 1999
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13647 73-1356520
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 660-7700
Former name or former address, if changed since last report: N/A
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<PAGE>
Item 5. OTHER EVENTS
Renewal of Commercial Paper Program and Liquidity Facility
Effective March 4, 1999, Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (the "Company"), renewed its existing commercial paper
program for another year at a maximum size of $640 million (the "Commercial
Paper Program"), backed by a renewal of the Company's liquidity lending facility
that supports the Commercial Paper Program totaling $575 million (the "Liquidity
Facility").
New Medium Term Notes
On April 29, 1999, the Company expanded its existing asset backed note
program through the issuance of $250 million principal amount of fixed rate
(5.9% to 7.1%), five year term notes (the "New Medium Term Notes"). The New
Medium Term Notes are secured by (i) vehicles in the rental and leasing fleet of
the Company's subsidiaries, Dollar Rent A Car Systems, Inc. ("Dollar") and
Thrifty Rent-A-Car System, Inc. ("Thrifty") (the Company, Dollar and Thrifty are
collectively referred to herein as the "Group"), (ii) the Group's rights to
payment under automotive manufacturers' residual value programs, (iii) credit
enhancement (including a letter of credit issued under the Company's $215
million, 5 year, senior secured revolving credit facility), and (iv) other
collateral. The proceeds that the Group receives from the New Medium Term Notes
will be used by a finance subsidiary of the Group to purchase, finance or
refinance fleet vehicles from time to time.
The descriptions contained herein regarding the extension of the
Commercial Paper Program and Liquidity Facility and the New Medium Term Notes
are qualified in their entirety by reference to the definitive agreements dated
March 4, 1999 and April 29, 1999, respectively, included herewith as Exhibits
4.20 through 4.24.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The Exhibits to this report are listed in the Index to
Exhibits set forth elsewhere herein.
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SIGNATURE
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Date: May 18, 1999 By:/s/ STEVEN B. HILDEBRAND
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Name: Steven B. Hildebrand
Title: Vice President,
Principal Financial Officer and
Principal Accounting Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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4.20 Supplement No. 2 to Series 1998-1 Supplement to Base
Indenture dated March 4, 1999, among Rental Car
Finance Corp., Dollar, Thrifty, the Company, Bankers
Trust Company and Credit Suisse First Boston.
4.21 Extension of Scheduled Liquidity Commitment
Termination Date dated March 4, 1999, among Dollar
Thrifty Funding Corp., various Liquidity Lenders
and Credit Suisse First Boston.
4.22 Series 1999-1 Supplement to Base Indenture dated as
of April 29, 1999 between Rental Car Finance Corp.
and Bankers Trust Company.
4.23 Note Purchase Agreement dated as of April 29, 1999
among Rental Car Finance Corp., the Company, Credit
Suisse First Boston Corporation and Chase Securities
Inc.
4.24 Enhancement Letter of Credit Application and
Agreement dated April 29, 1999, among Dollar,
Thrifty, the Company, Rental Car Finance Corp. and
Credit Suisse First Boston.
EXHIBIT 4.20
[EXECUTION COPY]
SUPPLEMENT NO. 2
TO SERIES 1998-1 SUPPLEMENT,
DATED AS OF MARCH 4, 1998,
TO BASE INDENTURE,
DATED AS OF DECEMBER 13, 1995,
AS AMENDED BY
AMENDMENT TO BASE INDENTURE,
DATED AS OF DECEMBER 23, 1997
Supplement No. 2, dated as of March 4, 1999 ("Supplement No. 2"), among
Rental Car Finance Corp., an Oklahoma corporation, formerly known as Thrifty Car
Rental Finance Corporation ("RCFC"), Dollar Rent A Car Systems, Inc., an
Oklahoma corporation ("Dollar"), Thrifty Rent-A-Car System, Inc., an Oklahoma
corporation ("Thrifty"), Dollar Thrifty Automotive Group, Inc., a Delaware
corporation ("DTAG"), Bankers Trust Company, a New York banking corporation, as
Trustee (the "Trustee"), and Credit Suisse First Boston, as the Enhancement
Provider ("CSFB") (RCFC, Dollar, Thrifty, DTAG, the Trustee, and CSFB are,
collectively, the "Parties"), to Series 1998-1 Supplement (the "Series 1998-1
Supplement"), dated as of March 4, 1998, to Base Indenture, dated as of December
13, 1995, between RCFC, as Issuer (in such capacity, the "Issuer"), and the
Trustee, as amended by the Amendment to the Base Indenture, dated as of December
23, 1997, between RCFC and the Trustee (the "Base Indenture"; the Base Indenture
and any Supplement thereto, including the Series 1998-1 Supplement and
Supplement No. 1 are, collectively the "Indenture").
W I T N E S S E T H
WHEREAS, pursuant to the Series 1998-1 Supplement the Series 1998-1 Maximum
Invested Amount is limited to an aggregate stated principal amount of
$615,000,000;
WHEREAS, the Parties wish to amend the definition of "Series 1998-1 Maximum
Invested Amount";
WHEREAS, the Parties also wish to provide for delivery of certain notices
by the Enhancement Agent upon any increase in the amount of the Series 1998-1
Letter of Credit; and
WHEREAS, pursuant to Section 8.6 of the Series 1998-1 Supplement and
Section 11.2 of the Base Indenture, RCFC, the Trustee, the Servicer, any
applicable Enhancement Provider, the Rating Agencies and the Required
Beneficiaries in respect of the Group II Series of Notes may enter into a
supplement to the Indenture for the purpose of amending the Series Supplement;
NOW THEREFORE, the parties hereto agree as follows:
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Section 1. Definitions. Unless otherwise defined in this Supplement or
context otherwise requires, terms defined in the Definitions List or Series
1998-1 Supplement are used herein as defined therein.
Section 2. Amendments. The Series 1998-1 Supplement is hereby amended as
set forth in this Section 2; except as so amended, the Series 1998-1 Supplement
shall continue in full force and effect in accordance with its terms and, as
amended, is hereby ratified, approved and confirmed in all respects.
(a) Section 4A.1. Section 4A.1 of the Series 1998-1 Supplement is hereby
amended by deleting the reference therein to "$615,000,000" and replacing
it with "$640,000,000".
(b) Section 4.19. Section 4.19 of the Series 1998-1 Supplement is hereby
amended by adding the following immediately prior to the final sentence of
such section: "The Enhancement Agent further agrees that, in cases where it
shall be obligated to deliver a Notice of Increase of Series 1998-1 Letter
of Credit Amount in the form of and pursuant to the terms provided in Annex
F to that certain Irrevocable Letter of Credit dated March 4, 1998 (No.
TS-06000979), it shall concurrently deliver its acknowledgement and
acceptance of such notice to each of the Collateral Agent and the
Depositary."
Section 3. Applicable Provision. Pursuant to Section 8.6 of the Series
1998-1 Supplement and Section 11.2 of the Base Indenture, the Trustee, the
Rating Agencies, RCFC, the Servicer, any Enhancement Provider and the Required
Beneficiaries in respect of the Group II Series of Notes may enter into a
supplement to the Indenture for the purpose of amending the Series 1998-1
Supplement.
Section 4. Miscellaneous. This Supplement No. 2 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. This Supplement No. 2 may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. This Supplement No. 2
shall be governed by, and construed in accordance with, the internal laws of the
State of New York.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 2 to
be duly executed and delivered as of the day and year first above written.
RENTAL CAR FINANCE CORP.
By:_______________________________
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee and Enhancement Agent
By:_______________________________
Name:
Title:
SERVICERS:
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THRIFTY RENT-A-CAR SYSTEM, INC.
By:_______________________________
Name:
Title:
DOLLAR RENT A CAR SYSTEMS, INC.
By:_______________________________
Name:
Title:
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_______________________________
Name:
Title:
ENHANCEMENT PROVIDER:
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CREDIT SUISSE FIRST BOSTON
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
EXHIBIT 4.21
[EXECUTION COPY]
EXTENSION OF
SCHEDULED LIQUIDITY COMMITMENT
TERMINATION DATE
THIS AGREEMENT (this "Agreement"), dated as of March 4, 1999
is entered into among Dollar Thrifty Funding Corp. ("DTFC"), the undersigned
financial institutions (the "Liquidity Lenders"), and Credit Suisse First
Boston, as Liquidity Agent.
W I T N E S S E T H:
WHEREAS, the undersigned are parties to that certain Liquidity
Agreement dated as of March 4, 1998 (the "Liquidity Agreement") among DTFC, the
Liquidity Lenders, Credit Suisse First Boston, as Liquidity Agent, and The Chase
Manhattan Bank, not as a party but as Syndication Agent;
WHEREAS, the undersigned desire to extend the Scheduled Liquidity
Commitment Termination Date from March 4, 1999 to March 2, 2000;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Definitions List dated as of
March 4, 1998 and annexed to the Liquidity Agreement as Annex A, as such
Definitions List has heretofore been or may hereafter be amended or modified
from time to time in accordance with the provisions of the Liquidity Agreement.
Section 2. Extension. Pursuant to Section 3.5 of the Liquidity Agreement,
the Scheduled Liquidity Commitment Termination Date is hereby extended until
March 2, 2000.
Section 3. Document Agent. From and after the date hereof, The Bank of Nova
Scotia is appointed Document Agent.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed and delivered by their respective officers thereunto duly
authorized.
DOLLAR THRIFTY FUNDING CORP.
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
NEW YORK BRANCH
as Liquidity Agent
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
<PAGE>
LIQUIDITY COMMITMENT LIQUIDITY LENDER
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$65,000,000 THE CHASE MANHATTAN BANK
By:_______________________
Name: Andris G. Kalnins
Title: Vice President
EXHIBIT 4.22
EXECUTION COPY
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RENTAL CAR FINANCE CORP.,
as Issuer
and
BANKERS TRUST COMPANY,
as Trustee
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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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<PAGE>
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
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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
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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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(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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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
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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
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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]
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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:
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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.
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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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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
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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
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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.
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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
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[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,
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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
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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.
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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.
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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:
______________________________________
- ----------
<PAGE>
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
<PAGE>
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
<PAGE>
[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.
<PAGE>
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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
</TABLE>
<PAGE>
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
<PAGE>
[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.
<PAGE>
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
<PAGE>
[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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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,
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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,
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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,
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
[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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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;
<PAGE>
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
Schedule A
PAYMENT GRID
Amount of
Amount of Demand Outstanding Notation
Principal Principal Note Principal Made
Date Amount Payment Advance Balance By
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
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: ____________________________
EXHIBIT 4.23
[EXECUTION COPY]
$175,000,000 SERIES 1999-1 5.90% RENTAL CAR ASSET BACKED NOTES, CLASS A
$ 20,000,000 SERIES 1999-1 6.20% RENTAL CAR ASSET BACKED NOTES, CLASS B
$ 42,500,000 SERIES 1999-1 6.50% RENTAL CAR ASSET BACKED NOTES, CLASS C
$ 12,500,000 SERIES 1999-1 7.10% RENTAL CAR ASSET BACKED NOTES, CLASS D
RENTAL CAR FINANCE CORP.
Series 1999-1 Rental Car Asset Backed Notes
NOTE PURCHASE AGREEMENT
April 29, 1999
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010-3629
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Dear Sirs:
1. Introductory. Rental Car Finance Corp., an Oklahoma corporation (the
"Company") and a wholly-owned indirect subsidiary of Dollar Thrifty Automotive
Group, Inc., a Delaware corporation ("DTAG"), proposes, subject to the terms and
conditions stated herein, to issue and sell to Credit Suisse First Boston
Corporation ("Credit Suisse") and Chase Securities Inc. ("Chase") (each, an
"Initial Purchaser" and together, the "Initial Purchasers"):
$175,000,000 principal amount of its Series 1999-1 5.90% Rental Car Asset Backed
Notes, Class A, $20,000,000 principal amount of its Series 1999-1 6.20% Rental
Car Asset Backed Notes, Class B, $42,500,000 principal amount of its Series
1999-1 6.50% Rental Car Asset Backed Notes, Class C and $12,500,000 principal
amount of its Series 1999-1 7.10% Rental Car Asset Backed Notes, Class D
(collectively, the "Offered Securities") to be issued under (i) a base indenture
dated as of December 13, 1995 (as amended, modified or supplemented to the date
hereof, the "Base Indenture"), and a Series 1999-1 Supplement to the Base
Indenture, dated as of April 29, 1999 (the "Series 1999-1 Supplement") between
the Company and Bankers Trust Company, as Trustee (the Base Indenture, as
supplemented by the Series 1999-1 Supplement, is referred to herein as the
"Indenture"), on a private placement basis pursuant to an exemption from the
registration requirements of the United States Securities Act of 1933, as
amended (the "Securities Act"), and hereby agrees with the Initial Purchasers as
follows:
2. Representations and Warranties of the Company and DTAG. Each of the
Company and DTAG represents and warrants to, and agrees with, the Initial
Purchasers that:
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(a) A preliminary private placement memorandum relating to the
Offered Securities has been prepared by the Company.
Such preliminary private placement memorandum as supplemented
as of the date of this Agreement, the final private placement memorandum
together with the documents listed in Schedule B to this Agreement and
any other document approved by the Company or DTAG for delivery by the
Initial Purchasers to offerees in connection with the contemplated
resale of the Offered Securities, including such financial statements as
are specified in Schedule C to this Agreement that have been provided to
the Initial Purchasers for such purpose by DTAG, are collectively
referred to as the "Offering Document".
The preliminary private placement memorandum as of its date,
the private placement memorandum as of its date and as of the Closing
Date (as defined below), the remaining documents comprising the Offering
Document as of their dates and as of, as applicable, the date of this
Agreement and the Closing Date do not or will not on such date include
any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from the
Offering Document based upon written information furnished to DTAG or
the Company by the Initial Purchasers specifically for use therein, it
being understood and agreed that the only such information is that
described as such in Section 7(b).
The information required to be delivered to holders and
prospective purchasers of the Offered Securities pursuant to Section
7.27 of the Base Indenture in accordance with Rule 144A(d)(4) under the
Securities Act (the "Additional Issuer Information") does not include
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the
Additional Issuer Information based upon written information furnished
to DTAG or the Company by the Initial Purchasers specifically for use
therein, it being understood and agreed that the only such information
is that described as such in Section 7(b).
(b) The Offered Securities have been duly authorized by the
Company and, when delivered and paid for pursuant to this Agreement and
the Indenture, will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of
the Company, entitled to the benefits provided in the Indenture and
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Oklahoma,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Offering Document.
DTAG has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document.
Each of the Company and DTAG is duly qualified and licensed to do
business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification, other than jurisdictions in
which the failure to be so qualified and licensed shall not,
individually or in the aggregate, have a material adverse effect on the
condition (financial or other), business or results of operations of the
Company, DTAG and DTAG's subsidiaries taken as a whole, or on the
ability of the Company or DTAG to perform its obligations under
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(as applicable) this Agreement or the other Related Documents (as
defined in the Series 1999-1 Supplement) to which it is a party.
(d) The Series 1999-1 Supplement has been duly authorized; the
Offered Securities have been duly authorized; and when the Offered
Securities are delivered and paid for pursuant to this Agreement on the
Closing Date, the Series 1999-1 Supplement will have been duly executed
and delivered, such Offered Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
(e) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement or any
other Related Document in connection with the issuance and sale of the
Offered Securities by the Company, except the filing of any financing
statements as may be required to perfect the interest of the Trustee and
the Master Collateral Agent (as defined in the Indenture) in the
collateral pledged thereto under the Related Documents.
(f) Neither the Company nor DTAG is in violation of its
Certificate of Incorporation or By-laws or in default in the performance
or observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or by
which it or its properties are bound which would have a material adverse
effect on the transactions contemplated in this Agreement or in the
Related Documents.
(g) The execution, delivery and performance of this Agreement and
the other Related Documents, and the issuance and sale of the Offered
Securities and compliance with the terms and provisions hereof and
thereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Company, DTAG, or, to
the best knowledge of the Company or DTAG, any subsidiary of DTAG or any
of their properties, or any agreement or instrument to which the
Company, DTAG, or, to the best knowledge of the Company or DTAG, any
subsidiary of DTAG is a party or by which the Company, DTAG, or any
subsidiary of DTAG is bound or to which any of the properties of the
Company, DTAG, or, to the best knowledge of the Company or DTAG, any
subsidiary of DTAG is subject, or the charter or by-laws of the Company,
DTAG, or, to the best knowledge of the Company or DTAG, any subsidiary
of DTAG, that would have a material adverse effect on the ability of the
Company or DTAG to perform its obligations under (as applicable) this
Agreement or the other Related Documents to which it is a party or that
are otherwise material in the context of the sale of the Offered
Securities.
Each of the Company and DTAG has full power and authority
(corporate and otherwise) to enter into this Agreement and the other
Related Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby, including, in the case of
the Company, the full power and authority to authorize, issue and sell
the Offered Securities as contemplated by this Agreement and the Series
1999-1 Supplement.
(h) As of the Closing Date, the representations and warranties of
the Company and DTAG contained in the Related Documents will be true and
correct, except that with respect to any such representation or warranty
which represents or warrants as to a specific date, such representation
or warranty shall be true and correct as of such date.
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(i) This Agreement has been duly authorized, executed and
delivered by the Company and DTAG.
(j) Except as disclosed in the Offering Document, the Company has
good and marketable title to all properties and assets owned by it, in
each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use
made or to be made thereof by it.
(k) The Company, DTAG and, to the best knowledge of the Company
or DTAG, DTAG's subsidiaries possess all material certificates,
licenses, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by
them and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit
that, if determined adversely to the Company, DTAG or any U.S.
subsidiary of DTAG, would individually or in the aggregate have a
material adverse effect on the Company, DTAG and DTAG's subsidiaries
taken as a whole.
(l) Except as set forth in Schedule D to this Agreement and
specifically identified as a labor dispute, no labor dispute with the
employees of the Company, DTAG or, to the best knowledge of the Company
or DTAG, DTAG's subsidiaries exists or in any case, to the knowledge of
the Company or DTAG, is imminent that might have a material adverse
effect on the Company, DTAG and DTAG's subsidiaries taken as a whole.
(m) Except as disclosed in the Offering Document or as set forth
in Schedule D to this Agreement, there are no pending actions, suits or
proceedings against or affecting the Company, DTAG or, to the best
knowledge of the Company or DTAG, any U.S. subsidiary of DTAG, or any of
their respective properties that, if determined adversely to the
Company, DTAG or any subsidiaries of DTAG, would individually or in the
aggregate have a material adverse effect on the condition (financial or
other), business or results of operations of the Company, DTAG and
DTAG's subsidiaries taken as a whole, or would materially and adversely
affect the ability of the Company or DTAG to perform its obligations
under (as applicable) this Agreement or the other Related Documents to
which it is a party, or which are otherwise material in the context of
the sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or, to the Company's or DTAG's knowledge,
contemplated.
(n) The financial statements provided to the Initial Purchasers,
as specified in Schedule C of this Agreement, present fairly in all
material respects the financial position of DTAG and its consolidated
subsidiaries (including the Company) as of the dates shown and their
results of operations and cash flows for the periods shown, and, except
as otherwise disclosed in the Offering Document, such financial
statements have been prepared in conformity with generally accepted
accounting principles in the United States applied on a consistent
basis.
(o) Since the date of the latest audited consolidated financial
statements provided to the Initial Purchasers, as specified in Schedule
C of this Agreement, there has been no material adverse change nor any
development or event known to the Company or DTAG that in the reasonable
expectation of the Company or DTAG shall cause a material adverse change
in the condition (financial or other), business, properties or results
of operations of the Company and DTAG as a whole, DTAG and DTAG's
subsidiaries taken as a whole, and, except as disclosed in or
contemplated by the Offering Document, there has been no dividend or
distribution of any kind declared, paid or made by the Company or DTAG
on any class of its capital stock.
(p) Neither the Company nor DTAG is an open-end investment
company, unit investment trust or face-amount certificate company that
is or is required to be registered under Section 8 of the United States
Investment Company Act of 1940 (the "Investment Company Act"), nor is it
a closed-end
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investment company required to be registered, but not registered,
thereunder; and neither the Company nor DTAG is and, after giving effect
to the offering and sale of the Offered Securities and the application
of the proceeds thereof as described in the Offering Document, neither
will be an "investment company" as defined in the Investment Company
Act.
(q) No securities of the same class (within the meaning of Rule
144A(d)(3) under the Securities Act) as the Offered Securities are:
(i) listed on any national securities exchange registered
under Section 6 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or quoted in a U.S. automated
inter-dealer quotation system; or
(ii) convertible or exchangeable into securities so listed
or quoted at the time of issuance.
(r) The offer and sale of the Offered Securities by the Company
to the Initial Purchasers in the manner contemplated by this Agreement
will be exempt from the registration requirements of the Securities Act
and it is not necessary to qualify the Indenture under the United States
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
(s) Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf:
(i) has, within the six-month period prior to the date
hereof, offered or sold in the United States or to any U.S.
person (as such terms are defined in Regulation S under the
Securities Act) the Offered Securities or any security of the
same class or series as the Offered Securities; or
(ii) has offered or will offer or sell the Offered
Securities by means of any directed selling efforts within the
meaning of Rule 902(b) of Regulation S ("Directed Selling
Efforts"), including specifically, any activity undertaken for
the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for any
of the Offered Securities, including, but not limited to,
placement of an advertisement, including without limitation a
"tombstone", that refers to this Agreement or the Offered
Securities issued and sold pursuant hereto in any publication
that is either printed primarily for distribution in the United
States or has had, during the twelve (12) months preceding the
date of this Agreement, an average circulation in the United
States of 15,000 or more copies per issue, except as otherwise
permitted by Regulation S promulgated under the Securities Act;
or
(iii) has offered or sold, or will offer or sell, any of
the Offered Securities to any person in the United States, except
as permitted under Regulation S or to persons who the Company or
such affiliate or person acting on its behalf, as applicable,
believes are qualified institutional buyers within the meaning of
Rule 144A ("Rule 144A"), in accordance with the requirements of
such Rule; or
(iv) has offered or will offer to sell any of the Offered
Securities by means of any form of general solicitation or
general advertising (as those terms are used in Regulation D
under the Securities Act), including, but not limited to:
(A) any advertisement, article, notice (except in
accordance with Rule 135c promulgated under the Securities
Act) or other communication published in any newspaper,
magazine, or similar media or broadcast over television or
radio; and
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(B) any seminar or meeting whose attendees have
been invited by any general solicitation or general
advertising, or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act.
The Company has not entered and will not enter into any
contractual arrangement with respect to the distribution
of the Offered Securities except for this Agreement.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements in this Agreement, but subject to
the terms and conditions in this Agreement, the Company agrees to sell to the
Initial Purchasers, and the Initial Purchasers agrees to purchase from the
Company, the principal amount of each class of Offered Securities specified in
Schedule A to this Agreement, at the respective purchase price specified in
Schedule A with respect to each such class.
The Company will deliver against payment of the purchase price the
Offered Securities initially represented by one or more global Securities in
definitive form (the "Global Securities"), deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and, in the case of the
Global Securities to be sold in the United States, registered in the name of
Cede & Co., as nominee for DTC or, in the case of Global Securities sold in
offshore transactions, registered in the name of a nominee of DTC for the
accounts of the Euroclear System ("Euroclear") and Cedelbank ("Cedelbank").
Interests in any Global Security will be held only in book-entry form through
DTC, except in the limited circumstances described in the Offering Document.
Payment for the Offered Securities shall be made by the Initial Purchasers in
Federal (same day) funds by wire transfer to an account in New York previously
designated to the Initial Purchasers by the Company at a bank acceptable to the
Initial Purchasers or official check or checks drawn to the order of Rental Car
Finance Corp. at the office of Mayer, Brown & Platt, 1675 Broadway, New York,
New York 10019, at 11:00 A.M. (New York time), on April 29, 1999, or at such
other time not later than seven (7) full business days thereafter as the Initial
Purchasers and the Company determine, such time being herein referred to as the
"Closing Date", against delivery to the Trustee as custodian for DTC of the
Global Securities representing all of the Offered Securities. The Global
Securities will be made available for inspection at the above office of Mayer,
Brown & Platt at least 24 hours prior to the Closing Date.
4. Representation by the Initial Purchasers; Resale by the Initial
Purchasers.
(a) Each of the Initial Purchasers represents and warrants to the
Company and DTAG that it is an "accredited investor" as defined in Rule
501(a)(1) under the Securities Act.
(b) Each of the Initial Purchasers acknowledges that the Offered
Securities have not been and will not be registered under the Securities Act or
any state securities laws and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act.
Each of the Initial Purchasers severally represents and agrees that it
has offered and sold the Offered Securities and will offer and sell the Offered
Securities:
(i) as part of their distribution at any time; and
(ii) otherwise until forty (40) days after the later of the
commencement of the offering and the Closing Date,
only in accordance with Rule 144A or Rule 903 under the Securities Act.
Accordingly, each Initial Purchaser severally represents and agrees on
behalf of itself that neither such Initial Purchaser nor its affiliates, nor any
persons acting on its or their behalf, have engaged or will engage in
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any Directed Selling Efforts with respect to the Offered Securities, and each
Initial Purchaser agrees that it and its affiliates and all persons acting on
its or their behalf have complied and will comply with the offering restrictions
requirement of Regulation S.
Each Initial Purchaser agrees that, at or prior to confirmation of
sale of the Offered Securities, the Initial Purchasers will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases the Offered Securities from it during the restricted
period a confirmation or notice to substantially the following effect:
"The Securities covered hereby have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons (i) as part of their distribution at any time or (ii)
otherwise until forty (40) days after the later of the date of
the commencement of the offering and the closing date, except in
either case in accordance with Regulation S (or Rule 144A if
available) under the Securities Act. Terms used above have the
meanings given to them by Regulation S."
Terms used in this subsection (b) have the meanings given to them by
Regulation S.
(c) Each of the Initial Purchasers agrees that it and each of its
affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except for any such
arrangements with the prior written consent of the Company.
(d) Each of the Initial Purchasers agrees that it and each of its
affiliates will not offer or sell the Offered Securities by means of any form of
general solicitation or general advertising, within the meaning of Rule 502(c)
under the Securities Act, including, but not limited to:
(i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio; or
(ii) any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.
Each of the Initial Purchasers severally agrees, with respect to
resales made in reliance on Rule 144A of any of the Offered Securities, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Offered
Securities has been made in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A.
(e) Each of the Initial Purchasers represents and warrants to the
Company and DTAG and agrees that (i) it has not offered or sold and prior to the
date six (6) months after the Closing Date will not offer or sell any Offered
Securities to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on, and
will only issue or pass on, in the United Kingdom any document received by it in
connection with the issue of the Offered Securities to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to whom such document may
otherwise lawfully be issued or passed on.
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5. Certain Agreements of the Company and DTAG. Each of the Company and
DTAG agrees with the Initial Purchasers that:
(a) The Company and DTAG will advise each of the Initial
Purchasers promptly of any proposal to amend or supplement the Offering
Document and will not effect such amendment or supplementation without
each of the Initial Purchasers' consent. If, at any time prior to the
completion of the resale by the Initial Purchasers in the distribution
of the Offered Securities by the Initial Purchasers any event occurs as
a result of which the Offering Document as then amended or supplemented
would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, or if it is necessary at any such time to amend or
supplement the Offering Document to comply with any applicable law, the
Company and DTAG promptly will notify the Initial Purchasers of such
event and promptly will prepare, at their own expense, an amendment or
supplement which will correct such statement or omission or effect such
compliance. Neither the Initial Purchasers' consent to, nor the Initial
Purchasers' delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth
in Section 6 of this Agreement.
(b) The Company and DTAG authorize the Initial Purchasers to
deliver to prospective subsequent purchasers copies of the Offering
Document, any amendments, supplements or exhibits thereto, and any
information obtained pursuant to this Agreement, in connection with any
reoffer or resale of the Offered Securities by the Initial Purchasers in
accordance with this Agreement, and agree that any subsequent purchaser
may rely on the representations of the Company and DTAG set out in this
Agreement to the same extent as if such subsequent purchaser were a
party to this Agreement.
(c) Until such time as each of the Initial Purchasers shall have
resold in the distribution all Offered Securities purchased by it on the
Closing Date, the Company and DTAG will provide to the Initial
Purchasers and any prospective subsequent purchaser the opportunity to
ask questions and receive answers concerning the terms and conditions of
the offering of the Offered Securities, the condition (financial or
otherwise) of the Company or DTAG and any other matters relating to the
matters described in the Offering Document and the transactions
contemplated by this Agreement and to obtain any additional information
and documents that the Company or DTAG possesses or can acquire without
unreasonable effort or expense with respect to any of the foregoing
other than information and documents reasonably determined by the
Company or DTAG, as the case may be, to be confidential in nature and
not appropriate for disclosure to the Initial Purchasers or to
prospective purchasers. Each of the Initial Purchasers shall promptly
notify the Company and DTAG as to the completion of the resale by that
Initial Purchaser in the distribution of the Offered Securities.
(d) The Company or DTAG (as requested) will furnish to each of
the Initial Purchasers, without charge, copies of any component of the
Offering Document and all exhibits, amendments and supplements thereto,
in each case as soon as available and in such reasonable quantities as
each of the Initial Purchasers requests, and the Company will furnish to
each of the Initial Purchasers on the date hereof three copies of the
Offering Document. At any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the Company will promptly
furnish or cause to be furnished to the Initial Purchasers and, upon
request of holders and prospective purchasers of the Offered Securities,
to such holders and purchasers, copies of the information required to be
delivered to holders and prospective purchasers of the Offered
Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) in order to permit compliance with Rule
144A in connection with resales by such holders of the Offered
Securities. The Company and DTAG, jointly and severally, shall be
obligated to pay the expenses of printing and distributing to the
Initial Purchasers all such documents.
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(e) The Company will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for
investment under the laws of such states in the United States as each of
the Initial Purchasers designates and will continue such qualifications
in effect so long as required for the resale of the Offered Securities
by the Initial Purchasers provided that the Company will not be required
to qualify as a foreign corporation or to file a general consent to
service of process in any such state unless so required in order to
perform fully its obligations under the Indenture and the Master Lease
(as defined in the Series 1999-1 Supplement).
(f) For a period from the date of this Agreement until the
retirement of the Offered Securities, DTAG or the Company, as
applicable, will furnish to each of the Initial Purchasers, copies of
each report and certificate and any financial information delivered to
the Trustee pursuant to Sections 5.4 and 7.3 of the Base Indenture and
Section 24.4 of the Master Lease (except that Daily Reports will be
furnished to the Initial Purchasers only upon request thereby), and such
other forms of periodic certificates or reports as may be delivered to
the Trustee or the holders of Offered Securities under the Indenture or
other Related Documents.
(g) During the period of two (2) years after the Closing Date,
the Company will, upon request, furnish to the Initial Purchasers, and
any holder of Offered Securities a copy of the restrictions on transfer
applicable to the Offered Securities.
(h) During the period of two (2) years after the Closing Date,
the Company will not, and will not permit any of its affiliates (as
defined in Rule 144 under the Securities Act) to, resell any of the
Offered Securities that have been reacquired by any of them.
(i) During the period of two (2) years after the Closing Date,
neither DTAG nor the Company will be or become an open-end investment
company, unit investment trust or face-amount certificate company that
is or is required to be registered under Section 8 of the Investment
Company Act, and neither is, nor will be or become, a closed-end
investment company required to be registered, but not registered, under
the Investment Company Act.
(j) The Company and DTAG, jointly and severally, shall pay all
expenses incidental to the performance of their respective obligations
under this Agreement and the Series 1999-1 Supplement, including all
expenses in connection with the execution, issuance, authentication,
packaging and initial delivery of the Offered Securities, the
preparation and printing of this Agreement, the Offered Securities, the
Series 1999-1 Supplement, the Offering Document and amendments and
supplements thereto, and any other document relating to the issuance,
offer, sale and delivery of the Offered Securities. The Company and
DTAG, jointly and severally, shall reimburse each of the Initial
Purchasers for any expenses (other than fees and disbursements of
special counsel to the Initial Purchasers) incurred by that Initial
Purchaser in connection with qualification of the Offered Securities for
sale under the laws of such jurisdictions as each Initial Purchaser
designates and the printing of memoranda relating thereto and for any
fees charged by investment rating agencies for the rating of the
Securities.
Notwithstanding the foregoing, the Initial Purchasers shall pay
and bear (i) all reasonable fees and expenses of Mayer, Brown & Platt,
special counsel to the Initial Purchasers, charged or incurred in
connection with the offering and purchase of the Offered Securities and
(ii) all out of pocket expenses of the Initial Purchasers, including
(without limitation) all travel expenses of the Initial Purchasers'
officers and employees and any other expenses of the Initial Purchasers
in connection with attending or hosting meetings with prospective
purchasers of the Offered Securities.
(k) In connection with the offering, until each of the Initial
Purchasers shall have notified the Company and DTAG of the completion of
the resale by that Initial Purchaser in the distribution of the
-9-
<PAGE>
Offered Securities, neither the Company nor DTAG nor any of their
affiliates has or will, either alone or with one or more other persons,
bid for or purchase for any account in which it or any of its affiliates
has a beneficial interest any Offered Securities or attempt to induce
any person to purchase any Offered Securities; and neither the Company
nor DTAG nor any of its affiliates will make bids or purchases for the
purpose of creating actual, or apparent, active trading in, or of
raising the price of, the Offered Securities.
(l) For a period of thirty (30) days after the date of the
initial offering of the Offered Securities by the Initial Purchasers,
the Company will not without the consent of each of the Initial
Purchasers offer, sell, contract to sell, pledge, or otherwise dispose
of, directly or indirectly, any United States dollar-denominated debt
securities issued or guaranteed by the Company and having a maturity of
more than one (1) year from the date of issue. The Company will not at
any time offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any securities under circumstances where such
offer, sale, pledge, contract or disposition would cause the exemption
afforded by Section 4(2) or Regulation D of the Securities Act to cease
to be applicable to the offer and sale of the Offered Securities to the
Initial Purchasers.
(m) To the extent, if any, that the rating provided with respect
to the Offered Securities by Duff & Phelps Credit Rating Co., or its
successors and assigns ("DCR"), Moody's Investors Service, Inc., or its
successors and assigns ("Moody's") and Standard & Poor's Ratings
Services, or its successors and assigns ("Standard & Poor's" and,
together with DCR and Moody's, the "Rating Agencies") is conditional
upon the furnishing of documents or the taking of any other actions by
the Company and/or DTAG, the Company and/or DTAG shall furnish such
documents and take any such other action.
(n) The Company and DTAG shall furnish, or cause to be furnished,
or make available, or cause to be made available, to the Initial
Purchasers and their counsel such additional documents and information
regarding it and its affairs as the Initial Purchasers may from time to
time reasonably request, including any and all documentation reasonably
requested in connection with its due diligence efforts regarding
information in the Offering Document and to evidence the accuracy or
completeness of any of the conditions contained in this Agreement.
(o) The Company and/or DTAG, as the case may be, will pay all
expenses incident to the performance of its obligations under this
Agreement and will reimburse the Initial Purchasers (if and to the
extent incurred by the Initial Purchasers) for any fees charged by the
Rating Agencies for the rating of the Offered Securities, for any travel
expenses of the Company's and/or DTAG's officers and employees and any
other expenses of the Company and/or DTAG in connection with attending
or hosting meetings with prospective purchasers of the Offered
Securities and for expenses incurred in distributing the Offering
Document (including any amendments and supplements thereto).
6. Conditions of the Obligations of the Initial Purchasers. The
obligations of the Initial Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and warranties
on the part of the Company and DTAG in this Agreement, to the accuracy of the
statements of officers of the Company and DTAG made pursuant to the provisions
of this Agreement, to the performance by the Company and DTAG of its obligations
under this Agreement and to the following additional conditions precedent:
(a) Each of the Initial Purchasers shall have received a letter,
dated the date of this Agreement, of Deloitte & Touche LLP in form and
substance satisfactory to the Initial Purchasers concerning the
accounting, financial and statistical information with respect to the
Company set forth in the Offering Document and, if practicable, the
Additional Issuer Information.
(b) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred:
-10-
<PAGE>
(i) a change in U.S. or international financial, political
or economic conditions or currency exchange rates or exchange
controls as would, in the judgment of the Initial Purchasers, be
likely to prejudice materially the success of the proposed issue,
sale or distribution of the Offered Securities, whether in the
primary market or in respect of dealings in the secondary market;
or
(ii) any change, or any development or event involving a
prospective change, in the condition (financial or other),
business, properties or results of operations of the Company,
DTAG or DTAG's subsidiaries which, in the judgment of the Initial
Purchasers, is material and adverse and makes it impractical or
inadvisable to proceed with completion of the offering or the
sale of and payment for the Offered Securities; or
(iii) any downgrading in the rating of any debt securities
of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such
organization has under surveillance or review its rating of any
debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication
of a possible downgrading, of such rating); or
(iv) any suspension or limitation of trading in securities
generally on the New York Stock Exchange or any setting of
minimum prices for trading on such exchange; or
(v) any banking moratorium declared by U.S. Federal,
New York or Oklahoma authorities; or
(vi) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by
Congress or any other substantial national or international
calamity or emergency if, in the judgment of the Initial
Purchasers, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of
and payment for the Offered Securities.
(c) Each of the Initial Purchasers shall have received evidence
satisfactory to it, and its counsel, that on or before the Closing Date,
UCC-1 financing statements required to be filed on or prior to the
Closing Date pursuant to the Related Documents have been or are being
filed in the office of the Oklahoma County Clerk of the State of
Oklahoma or in any other applicable offices and jurisdictions.
(d) Each of the Initial Purchasers shall have received an opinion
of Hall, Estill, Hardwick, Gable, Golden & Nelson P.C., counsel for the
Company and DTAG, dated the Closing Date and addressed to the Initial
Purchasers, regarding general corporate matters, in form and substance
satisfactory to each of the Initial Purchasers and its counsel.
(e) Each of the Initial Purchasers shall have received an opinion
of Hall, Estill, Hardwick, Gable, Golden & Nelson P.C., counsel to the
Company and DTAG, dated the Closing Date and addressed to each of the
Initial Purchasers, regarding perfection and priority matters, in form
and substance satisfactory to each of the Initial Purchasers and its
counsel.
(f) Each of the Initial Purchasers shall have received opinions
of Mayer, Brown & Platt, dated the Closing Date and addressed to each of
the Initial Purchasers, regarding:
(i)(x) substantive consolidation of the assets and
liabilities of the Company and any of its affiliates (y)
preference matters;
-11-
<PAGE>
(ii) a letter confirming that the opinion of Mayer, Brown
& Platt, dated December 23, 1997, opining that the Master Lease,
with respect to Acquired Vehicles (as such term is defined in the
Series 1999-1 Supplement), was a "true lease," continues to be
correct as of the Closing Date;
(iii) enforceability and securities law matters; and
(iv) certain negative assurances concerning the private
placement memoranda, each in form and substance satisfactory to
the Initial Purchasers.
(g) Each of the Initial Purchasers shall have received an opinion
of Mayer, Brown & Platt in its capacity as federal income tax counsel
for the Company and DTAG, dated the Closing Date and addressed to each
of the Initial Purchasers, to the effect that the statements set forth
in the private placement memorandum under the headings "Certain Federal
Income Tax Consequences" accurately describe the material federal income
tax consequences to holders of the Offered Securities, in form and
substance satisfactory to the Initial Purchasers and its counsel.
(h) Each of the Initial Purchasers shall have received an opinion
from White & Case, counsel for the Trustee and the Master Collateral
Agent, dated the Closing Date and addressed to each of the Initial
Purchasers, in form and substance satisfactory to the each of the
Initial Purchasers and its counsel.
(i) Each of the Initial Purchasers shall have received an opinion
of Mayer, Brown & Platt, dated the Closing Date and addressed to each of
the Initial Purchasers, with respect to the validity of the Offered
Securities and such other matters as the Initial Purchasers may
reasonably request, and the Company and DTAG, as the case may be, shall
have furnished to such counsel such documents as they may reasonably
request for the purpose of enabling them to pass upon such matters.
(j) Each of the Initial Purchasers shall have received a
certificate or certificates signed by the President and any Vice
President and a principal financial or accounting officer of each of the
Company and DTAG, dated the Closing Date, in which such officers shall
state that, to the best of their knowledge:
(i) the representations and warranties of the Company and
DTAG in this Agreement and any other Related Documents to which
the Company and DTAG are a party are true and correct on and as
of the Closing Date or, in the case of the representations and
warranties in the Related Documents, on and as of the dates
specified in such agreements;
(ii) that the Company and DTAG have complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied hereunder or under the Related Documents
at or prior to the Closing Date;
(iii) subsequent to the date as of which information is
given in the Offering Document, there has not been any material
adverse change in the general affairs, business, properties, key
personnel, capitalization, condition (financial or otherwise) or
results of operation of the Company and DTAG except as set forth
or contemplated in the Offering Document or as described in such
certificate or certificates; and
(iv) nothing has come to such officer's attention that
would lead such officer to believe that the preliminary private
placement memorandum as of its date, the private placement
memorandum as of its date and as of the Closing Date, the
remaining documents comprising the Offering Document as of their
dates and as of, as applicable, the date of this Agreement and
the Closing Date does not or will not on such date include any
untrue statement of a material fact or
-12-
<PAGE>
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
(k) The Initial Purchasers shall have received a letter, dated
the Closing Date, of Deloitte & Touche which meets the requirements of
subsection (a) of this Section, except that the specified date referred
to in such subsection will be a date not more than five (5) days prior
to the Closing Date for the purposes of this subsection.
(l) The Initial Purchasers shall have received a letter from each
of Standard & Poor's, DCR and Moody's stating (as applicable) that:
(i) the Class A Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "AAA" from
Standard and Poor's and DCR and "Aaa" from Moody's, respectively;
(ii) the Class B Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "AA" from Standard
& Poor's and DCR, and "Aaa" from Moody's, respectively;
(iii) the Class C Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "A" from Standard
& Poor's and DCR and "A3" from Moody's, respectively; and
(iv) the Class D Notes (as defined in the Series 1999-1
Supplement) have received a rating of at least "BBB" by Standard
& Poor's and DCR, respectively.
The Company and DTAG will furnish the Initial Purchasers with such conformed
copies of such opinions, certificates, letters and documents as the Initial
Purchasers reasonably request. The Initial Purchasers may in their sole
discretion waive on behalf of the Initial Purchasers compliance with any
conditions to the obligations of the Initial Purchasers hereunder.
7. Indemnification and Contribution.
(a) The Company and DTAG shall, jointly and severally, indemnify
and hold harmless the Initial Purchasers against any losses, claims,
damages or liabilities to which the Initial Purchasers may become
subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Offering
Document, or any amendment or supplement thereto, or any Additional
Issuer Information, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, and
shall reimburse the Initial Purchasers for any legal or other expenses
reasonably incurred by the Initial Purchasers in connection with
investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that neither
the Company nor DTAG will be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company or DTAG by
the Initial Purchasers specifically for use therein, it being understood
and agreed that the only such information consists of the information
described as such in subsection (b) below.
-13-
<PAGE>
(b) The Initial Purchasers will severally and not jointly
indemnify and hold harmless the Company and DTAG against any losses,
claims, damages or liabilities to which the Company or DTAG may become
subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Offering
Document, or any amendment or supplement thereto or arise out of or are
based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company or DTAG
by that Initial Purchaser specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company
or DTAG in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred, it
being understood and agreed that the only such information furnished by
the Initial Purchasers consists of the information in the private
placement memorandum and the supplement thereto specified in Schedule E
to this Agreement. The Initial Purchasers may, but shall have no
obligation to, make a market in the Offered Securities, and any such
market making may be discontinued at any time, without notice, in the
sole discretion of the Initial Purchasers.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any
legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if:
(i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a
conflict of interest;
(ii) the actual or potential defendants in, or targets of
any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from
or additional to those available to the indemnifying party;
(iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the
institution of such action; or
(iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of
the indemnifying party.
-14-
<PAGE>
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject
matter of such action.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and DTAG on the
one hand and the relevant Initial Purchaser on the other from the
offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company and DTAG
on the one hand and the relevant Initial Purchaser on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant
equitable considerations. The relative benefits received by the Company
and DTAG on the one hand and the relevant Initial Purchaser on the other
shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company
bear to the total discounts and commissions received by the relevant
Initial Purchaser from the Company under this Agreement. The relative
fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or DTAG on the one hand or the
relevant Initial Purchaser on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection
(d).
Notwithstanding the provisions of this subsection (d), neither of
the Initial Purchasers shall be required to contribute any amount in
excess of the amount by which the total discounts and commissions
received by that Initial Purchaser with respect to the Offered
Securities exceeds the amount of any damages which that Initial
Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
(e) The obligations of the Company and DTAG under this Section 7
shall be in addition to any liability which the Company or DTAG may
otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls each of the Initial Purchasers within
the meaning of the Securities Act or the Exchange Act; and the
obligations of each of the Initial Purchasers under this Section 7 shall
be in addition to any liability which each of the Initial Purchasers may
otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls the Company or DTAG within the meaning
of the Securities Act or the Exchange Act.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, DTAG or their respective officers and of the Initial Purchasers set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Initial Purchasers, the Company, DTAG or any of
their respective representatives, officers or directors or any controlling
person, and
-15-
<PAGE>
will survive delivery of and payment for the Offered Securities. If for any
reason the purchase of the Offered Securities by either of the Initial
Purchasers is not consummated, each of the Company and DTAG shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
5 and the respective obligations of the Company, DTAG and the Initial Purchasers
pursuant to Section 7 shall remain in effect. If the purchase of the Offered
Securities by either of the Initial Purchasers is not consummated for any reason
other than solely because of the occurrence of any event specified in clause
(i), (iv), (v) or (vi) of Section 6(b), the Company and DTAG will reimburse the
Initial Purchasers for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.
9. Notices. All communications hereunder will be in writing and, if sent
to Credit Suisse will be mailed, delivered or telegraphed and confirmed to
Credit Suisse First Boston Corporation, 11 Madison Avenue, New York, N.Y.
10010-3629, Attention: Investment Banking Department Transactions Advisory
Group, or, if sent to Chase, will be mailed, delivered or telegraphed and
confirmed to Chase, c/o Chase Securities Inc., 270 Park Avenue, 7th Floor, New
York, New York 10017, Attention: Global Asset-Backed Department or, if sent to
the Company, will be mailed, delivered or telegraphed and confirmed to it at
5330 East 31st Street, Tulsa, Oklahoma 74135, Attention: Pamela S. Peck, Vice
President and Treasurer or, if sent to DTAG, will be mailed, delivered or
telegraphed and confirmed to at 5330 East 31st Street, Tulsa, Oklahoma 74135,
Attention: Steven B. Hildebrand, Vice President and Chief Financial Officer,
provided, however, that any notice to the Initial Purchasers pursuant to Section
7 will be mailed, delivered or telegraphed and confirmed to the Initial
Purchasers.
10. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(d) hereof against the Company as if such
holders were parties hereto.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same agreement.
12. Construction of Certain Terms. As used herein, the term "to the best
knowledge of the Company or DTAG" means to the best knowledge of the officers of
the Company and DTAG specified in Schedule F hereto.
13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
Each of the Company and DTAG and the Initial Purchasers hereby submits
to the non-exclusive jurisdiction of the Federal and state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.
-16-
<PAGE>
If the foregoing is in accordance with the each of Initial
Purchasers' understanding of our agreement, kindly sign and return to
the Company and to DTAG one of the counterparts hereof, whereupon it
will become a binding agreement among the Company, DTAG and each of the
Initial Purchasers in accordance with its terms.
Very truly yours,
RENTAL CAR FINANCE CORP.
By.......................................................
Name: Pamela S. Peck
Title: Vice President and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By.......................................................
Name:
Title:
-17-
<PAGE>
The foregoing Note Purchase Agreement is hereby confirmed and accepted as of the
date first above written.
Credit Suisse First Boston Corporation
By..................................................
Name:
Title:
The foregoing Note Purchase Agreement is hereby confirmed and accepted as of the
date first above written.
Chase Securities Inc.
By..................................................
Name:
Title:
-18-
<PAGE>
SCHEDULE A
Principal Amount of Purchase
Offered Securities Price
- -------------------------------------- ------------
$175,000,000 principal amount of its Series
1999-1 5.90% Rental Car Asset Backed 99.859375%
Notes, Class A
$20,000,000 principal amount of its Series
1999-1 6.20% Rental Car Asset Backed 99.906250%
Notes, Class B
$42,500,000 principal amount of its Series
1999-1 6.50% Rental Car Asset Backed 99.953125%
Notes, Class C
$12,500,000 principal amount of its Series
1999-1 7.10% Rental Car Asset Backed 99.781250%
Notes, Class D
-19-
<PAGE>
SCHEDULE B
Additional Documents
NONE
-20-
<PAGE>
SCHEDULE C
Financial Statements
[Audited consolidated financial statements]
-21-
<PAGE>
SCHEDULE D
Labor Disputes and Other Pending Proceedings
Dollar Thrifty Automotive Group, Inc.
-------------------------------------
NONE
Rental Car Finance Corp.
------------------------
NONE
Dollar Rent A Car Systems, Inc.
-------------------------------
On November 2, 1994, the City of San Jose, California filed an
action in the Superior Court of California, against Chevron, Dollar and others,
seeking unspecified compensatory and punitive damages and injunctive relief. The
City of San Jose has not served process on Dollar. The suit relates to pollution
at a site currently occupied by Dollar and formerly occupied by Chevron. Dollar
has partially remediated the affected soil, but not the allegedly affected
ground water. Dollar believes that prior uses of the site resulted in any
remaining contamination at the site.
On October 2, 1997, a purported class action suit was filed in
the Circuit Court of Coosa County, Alabama, against Dollar, Thrifty and other
car rental companies. The plaintiffs in this suit alleged violations of state
law in connection with the sale by the car rental companies of certain insurance
products. Dollar and Thrifty have filed answers denying the alleged violations.
The case has been removed to the U.S. District Court for the Middle District of
Alabama. Plaintiffs filed an amended complaint on February 16, 1998, dropping
their fraud allegations, but adding a claim for a refund of the amounts paid for
insurance. Dollar, Thrifty and other car rental companies filed a motion to
dismiss the conspiracy claim portion of the suit, which dismissal was granted.
On April 10, 1999 the Court dismissed the case in its entirety with prejudice.
Plaintiffs intend to appeal.
Thrifty Rent-A-Car System, Inc.
-------------------------------
SEE DESCRIPTION OF COOSA COUNTY, ALABAMA CASE DESCRIBED ABOVE.
-22-
<PAGE>
SCHEDULE E
Information Provided by Initial Purchasers
The information provided by the Initial Purchasers consists of the following
paragraphs in the final private placement memorandum and supplement to the final
private placement memorandum, both dated April 21, 1999:
(1) the first two sentences of the last paragraph at the end of the
inside of the front cover page of the supplement to the final private placement
memorandum concerning the terms of the offering by the Initial Purchasers;
(2) the legend concerning over-allotments and stabilizing on page S-5 of
the supplement to the final private placement memorandum;
(3) the second sentence of the second paragraph in the "Method of
Distribution" section of the supplement to the final private placement
memorandum;
(4) the fourth, fifth, seventh and eighth paragraphs in the "Method of
Distribution" section of the supplement to the final private placement
memorandum;
(5) the next to last sentence in the "Restrictions on Transfer" section
of "Risk Factors" on page 24 of the final private placement memorandum; and
(6) the fifth paragraph and the second sentence of the seventh paragraph
in the "Method of Distribution" section in the final private placement
memorandum.
-23-
<PAGE>
SCHEDULE F
Specified Officers
------------------
The Company:
1. Pamela S. Peck
2. Michael H. McMahon
3. Stephen W. Ray
DTAG:
1. Steven B. Hildebrand
2. Pamela S. Peck
3. Stephen W. Ray
4. Michael H. McMahon
-24-
EXHIBIT 4.24
[EXECUTION COPY]
ENHANCEMENT LETTER OF CREDIT
APPLICATION AND AGREEMENT,
dated as of April 29, 1999,
among
DOLLAR RENT A CAR SYSTEMS, INC.,
THRIFTY RENT-A-CAR SYSTEM, INC.,
those direct and indirect Subsidiaries of
Dollar Thrifty Automotive Group, Inc. from time to time
becoming additional Lessees hereunder,
RENTAL CAR FINANCE CORP.,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
and
CREDIT SUISSE FIRST BOSTON,
as the Series 1999-1 Letter of Credit Provider
-1-
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
RECITALS.....................................................................................1
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.................................................................3
ARTICLE II
ISSUANCE OF SERIES 1999-1 LETTER
OF CREDIT; REIMBURSEMENT OBLIGATION
Section 2.1 Issuance of Series 1999-1 Letter of Credit; Substitute Series 1999-1
Letter of Credit; Extensions of the Series 1999-1 Letter of Credit.......3
Section 2.2 Disbursements...............................................................7
Section 2.3 Reimbursement...............................................................7
Section 2.4 Series 1999-1 Letter of Credit Fees and Expenses............................9
Section 2.5 No Liability of Series 1999-1 Letter of Credit Provider.....................9
Section 2.6 Surrender of Series 1999-1 Letter of Credit................................10
Section 2.7 Conditions Precedent to Issuance, Increase or Extension....................10
Section 2.8 Certain Eurocurrency Rate and Other Provisions under the Credit
Agreement...............................................................14
Section 2.9 Obligation Absolute........................................................14
Section 2.10 Events of Default..........................................................15
Section 2.11 Grant of Security Interest.................................................17
Section 2.12 Guarantee..................................................................17
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1 Representations and Warranties of the Lessees and DTAG.....................18
Section 3.2 Affirmative Covenants of the Lessees and DTAG..............................19
Section 3.3 Negative Covenants of the Lessees and DTAG.................................20
</TABLE>
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<TABLE>
<CAPTION>
ARTICLE IV
MISCELLANEOUS
<S> <C> <C>
Section 4.1 Payments...................................................................21
Section 4.2 Expenses...................................................................21
Section 4.3 Indemnity..................................................................22
Section 4.4 Notices....................................................................22
Section 4.5 Amendments; Governing Law; Consent to Jurisdiction; Waiver of Jury
Trial...................................................................24
Section 4.6 Waivers, etc...............................................................25
Section 4.7 Severability...............................................................25
Section 4.8 Term.......................................................................26
Section 4.9 Successors and Assigns.....................................................26
Section 4.10 Counterparts...............................................................26
Section 4.11 Further Assurances.........................................................26
Section 4.12 Survival of Representations and Warranties.................................27
Section 4.13 Obligation.................................................................27
Section 4.14 Headings...................................................................27
Section 4.15 Confidentiality............................................................27
Section 4.16 Additional Series 1999-1 Letter of Credit Providers........................27
Section 4.17 Additional Subsidiary Lessees..............................................28
Section 4.18 Enhancement Letter of Credit Application and Agreement.....................28
Section 4.19 Series 1999-1 Letter of Credit Provider as Enhancement Provider and
Third-Party Beneficiary.................................................28
Exhibit A -- Form of Series 1999-1 Letter of Credit
Exhibit B -- Form of Affiliate Joinder in Enhancement Letter of Credit Application and
Agreement
Exhibit C -- Form of Notice Requesting Reduction in Series 1999-1 Letter of Credit
Amount
</TABLE>
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THIS ENHANCEMENT LETTER OF CREDIT APPLICATION AND AGREEMENT, dated as of
April 29, 1999 (as amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with the terms hereof, this
"Agreement"), is entered into by and among DOLLAR RENT A CAR SYSTEMS, INC., an
Oklahoma corporation ("Dollar"), THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty"), those direct or indirect Subsidiaries of DTAG (as
defined below) that become additional parties to this Agreement from time to
time pursuant to the provisions of Section 4.17 hereof (such additional parties
hereto, Dollar and Thrifty, each a "Lessee" and, collectively, the "Lessees"),
RENTAL CAR FINANCE CORP., a special purpose Oklahoma corporation ("RCFC"),
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC., a Delaware corporation as the Guarantor
("DTAG" or the "Guarantor"), and CREDIT SUISSE FIRST BOSTON, a Swiss banking
corporation, as the Series 1999-1 Letter of Credit Provider ("Credit Suisse
First Boston" or the "Series 1999-1 Letter of Credit Provider").
RECITALS
1. DTAG, Dollar and Thrifty, as borrowers (each a "Borrower" and,
collectively, the "Borrowers"), the financial institutions signatory thereto as
the lenders (each a "Revolving Lender" and, collectively, the "Revolving
Lenders"), Credit Suisse First Boston, in its capacity as administrative agent
thereunder (in such capacity, the "Administrative Agent"), and The Chase
Manhattan Bank, in its capacity as syndication agent thereunder (in such
capacity, the "Syndication Agent"), have entered into a Credit Agreement, dated
as of December 23, 1997 (as such agreement has been or may be amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with the terms thereof, the "Credit Agreement"), pursuant to which,
in conjunction with this Agreement, the Series 1999-1 Letter of Credit (as
defined in Section 2.1) is being issued as of even date herewith and the
Revolving Lenders are participating in such issuance.
2. DTAG, as Master Servicer, RCFC, Thrifty, Dollar, Bankers Trust Company,
as Master Collateral Agent, and certain additional parties thereto have entered
into an Amended and Restated Master Collateral Agency Agreement, dated as of
December 23, 1997 (as such agreement may be further amended, supplemented,
amended and restated or otherwise modified from time to time in accordance with
the terms thereof, the "Master Collateral Agency Agreement"), which Master
Collateral Agency Agreement amended and restated the Master Collateral Agency
Agreement, dated as of December 13, 1995, among Thrifty, Thrifty Car Rental
Finance Corporation, Bankers Trust Company, as the Master Collateral Agent
thereunder, and certain additional parties thereto, and pursuant to which (i)
RCFC has granted to the Master Collateral Agent a first priority security
interest in the RCFC Master Collateral (as defined therein) and (ii) the Lessees
have granted to the Master Collateral Agent a first priority security interest
in the Lessee Grantor Master Collateral (as defined therein), for the benefit of
the parties identified from time to time as the Financing Sources and the
Beneficiaries thereunder (as such terms are defined therein).
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3. Contemporaneously with the execution and delivery of this Agreement,
RCFC, as lessor, the Lessees, as lessees, and DTAG, as guarantor of certain of
the Lessees' obligations thereunder, have entered into the Master Motor Vehicle
Lease and Servicing Agreement, dated as of December 23, 1997 (as amended as of
November 19, 1998, and as the same may be further amended, supplemented, amended
and restated or otherwise modified from time to time in accordance with the
terms thereof, the "Master Lease"), pursuant to which RCFC has leased and will
lease Vehicles (such capitalized term, together with all other capitalized terms
used herein, shall have the meanings assigned thereto pursuant to Section 1.1)
to the Lessees in their respective domestic daily rental business and DTAG in
its capacity as guarantor has guaranteed certain of the obligations of the
Lessees to RCFC thereunder.
4. Contemporaneously with the execution and delivery of this Agreement,
RCFC, as issuer (in such capacity, the "Issuer"), and Bankers Trust Company, a
New York banking corporation, as trustee ("Bankers Trust Company" and in such
capacity, the "Trustee"), are entering into the Series 1999-1 Supplement, dated
as of even date herewith (as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms
thereof, the "Series 1999-1 Supplement"), to the Base Indenture, dated as of
December 13, 1995 (as amended as of December 23, 1997, and as the same may be
further amended, supplemented, amended and restated or otherwise modified from
time to time in accordance with the terms thereof, the "Base Indenture" and,
together with the Series 1999-1 Supplement and the other Supplements thereto,
the "Indenture"), between RCFC and the Trustee, pursuant to which RCFC will
issue its Rental Car Asset Backed Notes, Series 1999-1 (the "Series 1999-1
Notes").
5. Contemporaneously with the execution and delivery of this Agreement,
Credit Suisse First Boston, in its capacity as the Series 1999-1 Letter of
Credit Provider, is issuing the Series 1999-1 Letter of Credit, dated as of even
date herewith, (i) as credit support for amounts owed by the Lessees under the
Master Lease and (ii) as credit support for amounts owed by DTAG under the
Demand Note referred to in Section 4.19 of the Series 1999-1 Supplement.
6. The Lessees, RCFC, DTAG and Credit Suisse First Boston, in its capacity
as the Series 1999-1 Letter of Credit Provider, are entering into this Agreement
to provide for the reimbursement by DTAG and the Lessees and the guarantee of
the Lessees' reimbursement obligations hereunder by DTAG, in each case to the
extent and subject to the conditions set forth herein, of any amount paid by the
Series 1999-1 Letter of Credit Provider as a draw upon the Series 1999-1 Letter
of Credit.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, and for due and adequate consideration, which the parties
hereto hereby acknowledge, the parties hereto hereby agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement and unless the context
requires a different meaning, capitalized terms used but not defined herein
(including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in (i) the Series 1999-1 Supplement and (ii) the
Definitions List attached as Schedule 1 to the Base Indenture, as such
Definitions List may be amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with the Base Indenture; provided that
if a meaning is assigned to any such term in both the Series 1999-1 Supplement
and the Definitions List attached as Schedule 1 to the Base Indenture, the
meaning assigned to such term in the Series 1999-1 Supplement shall apply
herein.
ARTICLE II
ISSUANCE OF SERIES 1999-1 LETTER
OF CREDIT; REIMBURSEMENT OBLIGATION
Section 2.1 Issuance of Series 1999-1 Letter of Credit; Substitute Series
1999-1 Letter of Credit; Extensions of the Series 1999-1 Letter of Credit. (a)
The Series 1999-1 Letter of Credit Provider hereby agrees, on the terms and
subject to the conditions hereinafter set forth, to issue (i) as credit support
for payments due under the Master Lease, the rights under which have been
assigned by RCFC to the Trustee under the Series 1999-1 Supplement (in respect
of Credit Demands and Termination Demands (in each case as defined in the Series
1999-1 Letter of Credit)) and (ii) as credit support for draws on the Demand
Note under Section 4.19 of the Series 1999-1 Supplement, an irrevocable letter
of credit dated as of even date herewith in substantially the form attached
hereto as Exhibit A, in an amount equal to $12,500,000 (the "Series 1999-1
Letter of Credit Commitment"), for a term expiring on April 28, 2002 or, if such
date is not a Business Day, the immediately preceding Business Day, or such
later date to which the term is extended pursuant to Section 2.1(c) (the "Series
1999-1 Letter of Credit Expiration Date") (as such letter of credit may be
amended, supplemented, amended and restated, substituted or replaced or
otherwise modified from time to time in accordance with the terms hereof and
thereof (including increases in the Series 1999-1 Letter of Credit Commitment
requested pursuant to Section 4.1 of the Credit Agreement and otherwise
permitted pursuant to the terms of the Credit Agreement), the "Series 1999-1
Letter of Credit"). In furtherance of, and not in limitation of, the terms of
the preceding sentence relating to amendments to the Series 1999-1 Letter of
Credit, promptly following the Trustee's receipt of written notice from DTAG,
individually and on behalf of the Lessees, substantially in the form of Exhibit
C hereto, requesting a reduction of the Series 1999-1 Letter of Credit Amount
(as defined in the Series 1999-1 Letter of Credit), and in no event more than
two (2) Business Days following the date of its receipt of such notice, the
Trustee shall deliver to the Series 1999-1 Letter of Credit Provider a Notice of
Reduction of Series 1999-1 Letter of Credit Amount substantially in the form of
Annex D to the Series 1999-1
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<PAGE>
Letter of Credit, which, upon the Series 1999-1 Letter of Credit Provider's
written acknowledgment and agreement, shall effect a reduction in the Series
1999-1 Letter of Credit Amount as provided in such Notice (and shall
automatically effect a reduction of the Series 1999-1 Letter of Credit Amount
hereunder). Upon the Series 1999-1 Letter of Credit Provider's written
acknowledgment and agreement with each such Notice of Reduction of Series 1999-1
Letter of Credit Amount, the Series 1999-1 Letter of Credit Provider will
provide promptly copies thereof to the Trustee. Upon the Trustee's written
acknowledgment and acceptance of each Notice of Increase of Series 1999-1 Letter
of Credit Amount (substantially in the form of Annex E to the Series 1999-1
Letter of Credit), the Trustee will provide promptly copies thereof to the
Series 1999-1 Letter of Credit Provider.
(b) If a successor Trustee is appointed, promptly following the
appointment of such successor Trustee pursuant to the terms of the Series 1999-1
Supplement and upon receipt of an Instruction to Transfer substantially in the
form of Annex F to the Series 1999-1 Letter of Credit, the Series 1999-1 Letter
of Credit Provider shall deliver for the benefit of such successor Trustee and
the current Trustee, in exchange for the outstanding Series 1999-1 Letter of
Credit, a substitute letter of credit substantially in the form of Exhibit A
hereto, having terms identical to the then outstanding Series 1999-1 Letter of
Credit but in favor of such successor Trustee.
(c) If the Lessees wish to extend the Series 1999-1 Letter of Credit
Expiration Date for purposes of this Agreement and the Series 1999-1 Letter of
Credit, DTAG (on behalf of the Lessees) shall give the Series 1999-1 Letter of
Credit Provider and the Administrative Agent written notice in the form of an
Issuance Request (as defined in the Credit Agreement) to such effect not more
than 90 days and not less than 75 days prior to the date that is three years
from the Series 1999-1 Closing Date (or if such day is not a Business Day then
on the next succeeding Business Day) and thereafter not more than 90 days and
not less than 75 days prior to each subsequent one-year anniversary of the
Series 1999-1 Closing Date, provided, however, that the additional term of the
Series 1999-1 Letter of Credit may not extend beyond the earlier of (i) two
years from its date of extension and (ii) the Commitment Termination Date (as
defined in the Credit Agreement) in effect at the time of such extension. If the
Series 1999-1 Letter of Credit Expiration Date is so extended, the Series 1999-1
Letter of Credit Provider shall either (i) issue to the Trustee in exchange for
and upon receipt of the then outstanding Series 1999-1 Letter of Credit a
substitute letter of credit having terms identical to the then outstanding
Series 1999-1 Letter of Credit but expiring on the Series 1999-1 Letter of
Credit Expiration Date, as so extended, or (ii) deliver to the Trustee an
amendment to the then outstanding Series 1999-1 Letter of Credit to reflect such
extension of the Series 1999-1 Letter of Credit Expiration Date.
(d) If the conditions to the extension of the Series 1999-1 Letter of
Credit Expiration Date pursuant to paragraph (c) of this Section 2.1 that are
set forth in Section 6.2 of the Credit Agreement and Section 2.7 of this
Agreement are not satisfied (or waived) on the forty-fifth day preceding the
Series 1999-1 Letter of Credit Expiration Date then in effect, each of the
Lessees shall use its best efforts to obtain a successor institution to act as
Series 1999-1 Letter of Credit Provider or, in the alternative, to otherwise
credit enhance the Master Lease payments to be made by the Lessees with (1) the
funding of the Series 1999-1 Cash Collateral Account with cash in the amount of
the Series 1999-1 Letter of Credit Amount immediately prior to any drawing
referred
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to in subsection (f) below (whether funded from a LOC Termination Disbursement
or otherwise), (2) other cash collateral accounts, overcollateralization or
subordinated securities or (3) with the consent of the Series 1999-1 Letter of
Credit Provider, a surety bond or other similar arrange ments; provided,
however, that any such successor institution or other form of substitute credit
enhancement referred to in the foregoing clauses (2) and (3) shall be subject to
the approval of the Series 1999-1 Letter of Credit Provider if the ratings with
respect to such substitute credit enhancement, if applicable, are less than
"A-1+" or the equivalent from Standard & Poor's, "P-1" or the equivalent from
Moody's and "D-1+" or the equivalent from DCR (if rated by DCR); provided
further, however, that only after all amounts then owing to the Series 1999-1
Letter of Credit Provider hereunder have been paid in full shall the letter of
credit issued by such successor bank or banks or such other substitute credit
enhancement be substituted for the Series 1999-1 Letter of Credit. If such a
successor institution or such other substitute credit enhancement is obtained,
each of the Lessees and, if applicable, such successor institution shall (i)
sign such documents and instruments as shall be appropriate to evidence such
successor institution's issuance of a substitute letter of credit or such other
substitute credit enhancement, (ii) return to the Series 1999-1 Letter of Credit
Provider the then outstanding Series 1999-1 Letter of Credit and (iii) deliver
to the Trustee a substitute letter of credit having terms identical to the then
outstanding Series 1999-1 Letter of Credit but expiring on the Series 1999-1
Letter of Credit Expiration Date as so extended and with such successor
institution as the issuer thereof or deliver such other substitute credit
enhancement.
(e) If (i) DTAG (on behalf of the Lessees) does not request an extension
of the Series 1999-1 Letter of Credit Expiration Date or (ii) the conditions
precedent to the extension of the Series 1999-1 Letter of Credit Expiration Date
pursuant to paragraph (c) of this Section 2.1 are not satisfied (or waived) and
the Lessees do not obtain a successor Series 1999-1 Letter of Credit Provider or
other substitute credit enhancement prior to the date which is 30 days prior to
the Series 1999-1 Letter of Credit Expiration Date, then DTAG (on behalf of the
Lessees) shall immediately notify the Trustee in writing, and the Trustee,
pursuant to Section 4.20 of the Series 1999-1 Supplement, shall immediately
request a LOC Termination Disbursement in accordance with Section 4.20 of the
Series 1999-1 Supplement no later than one Business Day prior to such Series
1999-1 Letter of Credit Expiration Date in an amount equal to the Series 1999-1
Letter of Credit Amount. The Trustee shall, in accordance with Sections 4.20 and
4.21 of the Series 1999-1 Supplement, deposit the amount of such LOC Termination
Disbursement in the Series 1999-1 Cash Collateral Account and shall use such
funds in the same manner as the Series 1999-1 Letter of Credit would be used
hereunder.
(f) If (i) the short-term debt or deposit rating of the Series 1999-1
Letter of Credit Provider shall be downgraded below "A-1+" by Standard & Poor's,
below "P-1" by Moody's or below "D-1+" by DCR (if rated by DCR) or (ii) the
Series 1999-1 Letter of Credit Provider has notified DTAG (and has not retracted
such notification) that its compliance with any of its obligations hereunder
would be unlawful, each of the Lessees shall use its best efforts to obtain a
successor institution to act as Series 1999-1 Letter of Credit Provider or, in
the alternative, to otherwise credit enhance the Master Lease payments to be
made by the Lessees with (1) the funding of the Series 1999-1 Cash Collateral
Account with cash in the amount of the Series 1999-1 Letter of Credit Amount
(whether funded from a LOC Termination Disbursement or otherwise), (2) other
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<PAGE>
cash collateral accounts, overcollateralization or subordinated securities or
(3) with the consent of the Series 1999-1 Letter of Credit Provider, a surety
bond or other similar arrangements; provided, however, that (x) any such
successor institution or such other substitute credit enhancement referred to in
the foregoing clauses (2) and (3) shall be approved by the Series 1999-1 Letter
of Credit Provider if the ratings with respect to such substitute credit
enhancement, if applicable, are less than "A-1+" or the equivalent from Standard
& Poor's, "P-1" or the equivalent from Moody's and "D-1+" or the equivalent from
DCR (if rated by DCR), and (y) only after all amounts then owing to the Series
1999-1 Letter of Credit Provider hereunder have been paid in full shall the
letter of credit issued by such successor bank or banks or such other substitute
credit enhancement be substituted for the Series 1999-1 Letter of Credit. If the
Lessees do not replace the Series 1999-1 Letter of Credit Provider within 60
days after the occurrence of any of the events specified in subclause (i) or
(ii) of this clause (f), then DTAG (on behalf of the Lessees) shall notify the
Trustee in writing, and the Trustee, pursuant to Section 4.20 of the Series
1999-1 Supplement, shall immediately request a LOC Termination Disbursement in
accordance with Section 4.20 of the Series 1999-1 Supplement in an amount equal
to the Series 1999-1 Letter of Credit Amount. The Trustee shall, in accordance
with Sections 4.20 and 4.21 of the Series 1999-1 Supplement, deposit the amount
of such LOC Termination Disbursement into the Series 1999-1 Cash Collateral
Account and shall use such funds in the same manner as the Series 1999-1 Letter
of Credit would be used hereunder.
(g) In the event that (i) the Series 1999-1 Letter of Credit Provider
shall have notified DTAG (and shall not have retracted such notification) that
its compliance with any of its obligations hereunder or under the related Series
1999-1 Letter of Credit would be unlawful, (ii) the Series 1999-1 Letter of
Credit Provider fails to extend its Series 1999-1 Letter of Credit Expiration
Date pursuant to Section 2.1(c), (iii) any of the Lessees or DTAG is required
pursuant to Sections 5.1, 5.3, 5.5 or 5.6 of the Credit Agreement to make any
payment to or on behalf of the Series 1999-1 Letter of Credit Provider (or would
be so required on or prior to the next following date on which a payment
hereunder is required to be made to or for any such Series 1999-1 Letter of
Credit Provider), (iv) the Series 1999-1 Letter of Credit Provider shall have
wrongfully failed to fund any LOC Credit Disbursement when required hereunder,
or (v) the short-term debt or deposit rating of the Series 1999-1 Letter of
Credit Provider shall be downgraded below "A-1+" by Standard & Poor's, below
"P-1" by Moody's or below "D-1+" by DCR (if rated by DCR), then the Lessees
shall have the right at their own expense, upon notice to the Series 1999-1
Letter of Credit Provider, and such Series 1999-1 Letter of Credit Provider
hereby agrees, to transfer and assign without recourse (in accordance with and
subject to the restrictions contained in Section 4.9 with respect to
assignments) all the interests, rights and obligations of the Series 1999-1
Letter of Credit Provider to a replacement Series 1999-1 Letter of Credit
Provider (having a short-term debt or deposit rating of at least "A-1+" by
Standard & Poor's and "P-1" by Moody's and "D-1+" by DCR (if rated by DCR))
provided by DTAG (on behalf of the Lessees); provided, however, that (w) no such
assignment to any replacement Series 1999-1 Letter of Credit Provider shall
conflict with any law, rule, regulation or order of any Governmental Authority,
(x) such assignment to any replacement Series 1999-1 Letter of Credit Provider
shall be without recourse, representation and warranty and shall be on terms and
conditions reasonably satisfactory to the Series 1999-1 Letter of Credit
Provider and such replacement Series 1999-1 Letter of Credit Provider, (y) the
purchase price paid by such
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replacement Series 1999-1 Letter of Credit Provider shall be in an amount equal
to the aggregate amount of the LOC Credit Disbursements owed by the Lessees or
DTAG to such replaced Series 1999-1 Letter of Credit Provider under this
Agreement as of the date of such assignment, and (z) DTAG (on behalf of the
Lessees) or such replacement Series 1999-1 Letter of Credit Provider, as the
case may be, shall pay to such replaced Series 1999-1 Letter of Credit Provider
in same day funds on the date of such assignment the principal of and interest
accrued to the date of payment on the LOC Credit Disbursements or LOC
Termination Disbursement made by such replaced Series 1999-1 Letter of Credit
Provider hereunder and all other amounts accrued for such replaced Series 1999-1
Letter of Credit Provider's account or owed to it hereunder, including those
amounts owed pursuant to Section 2.4 of this Agreement and Sections 5.1, 5.3,
5.5 and 5.6 of the Credit Agreement (which are incorporated herein); provided
further, however, that only after all amounts then owing to the Series 1999-1
Letter of Credit Provider to be replaced hereunder have been paid in full shall
the Series 1999-1 Letter of Credit issued by the replacement Series 1999-1
Letter of Credit Provider be substituted for the Series 1999-1 Letter of Credit
Provider's Series 1999-1 Letter of Credit. If such a replacement Series 1999-1
Letter of Credit is obtained, each of the Lessees and, if applicable, such
successor institution, shall sign such documents and instruments as shall be
appropriate to evidence such successor institution's issuance of a substitute
letter of credit or such other substitute credit enhancement. If a replacement
Series 1999-1 Letter of Credit Provider succeeds the Series 1999-1 Letter of
Credit Provider or other substitute credit enhancement is obtained to replace
the Series 1999-1 Letter of Credit, then the Lessees and, if applicable, such
successor institution, shall (a) sign such documents and instruments as shall be
appropriate to evidence such successor institution's issuance of a substitute
letter of credit or such other substitute credit enhancement, (b) cause the
return to the Series 1999-1 Letter of Credit Provider of the then outstanding
Series 1999-1 Letter of Credit, and (c) deliver to the Trustee a substitute
letter of credit having terms identical to the then outstanding Series 1999-1
Letter of Credit but with such successor institution as the issuer thereof or
deliver such other substitute credit enhancement.
Section 2.2 Disbursements. (a) Upon presentation by the Trustee to the
Series 1999-1 Letter of Credit Provider of a certificate in the form of Annex A
to the Series 1999-1 Letter of Credit, and subject to the terms and conditions
set forth in the Series 1999-1 Letter of Credit, the Series 1999-1 Letter of
Credit Provider shall make a disbursement in an amount equal to the draft
accompanying such certificate (such amount being the "LOC Credit Disbursement")
at the time, in the manner and to the account specified in the Series 1999-1
Letter of Credit.
(b) Upon presentation by the Trustee to the Series 1999-1 Letter of Credit
Provider of a certificate in the form of Annex B to the Series 1999-1 Letter of
Credit, and subject to the terms and conditions set forth in the Series 1999-1
Letter of Credit, the Series 1999-1 Letter of Credit Provider shall make a
disbursement in an amount equal to the draft accompanying such certificate (such
amount being the "LOC Termination Disbursement") at the time, in the manner and
to the account specified in the Series 1999-1 Letter of Credit.
As used herein, LOC Termination Disbursements and LOC Credit Disbursements are
collectively referred to as LOC Disbursements.
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Section 2.3 Reimbursement. (a) Each Lessee agrees to pay to the Series
1999-1 Letter of Credit Provider on demand (which demand may be made on DTAG on
behalf of the Lessees) on and after each date on which the Series 1999-1 Letter
of Credit Provider shall pay any LOC Credit Disbursement under the Series 1999-1
Letter of Credit in respect of Series 1999-1 Lease Payment Losses allocated to
making a drawing under the Series 1999-1 Letter of Credit, (A) an amount equal
to the portion of such LOC Credit Disbursement allocable to amounts due and
payable by such Lessee under the Master Lease (as determined by the Trustee or,
in the absence of such determination, the Series 1999-1 Letter of Credit
Provider), plus (B) interest on any amount remaining unpaid by such Lessee to
the Series 1999-1 Letter of Credit Provider under clause (A) above, from (and
including) the date such amount is paid by the Series 1999-1 Letter of Credit
Provider under the Series 1999-1 Letter of Credit, until payment in full thereof
(after as well as before judgment), in accordance with the terms of the Credit
Agreement (which terms are incorporated herein by reference). DTAG agrees to pay
to the Series 1999-1 Letter of Credit Provider on demand on and after each date
on which the Series 1999-1 Letter of Credit Provider shall pay any LOC Credit
Disbursement under the Series 1999-1 Letter of Credit allocable to amounts owed
by DTAG under the Demand Note (as determined by the Trustee or, in the absence
of such determination, the Series 1999-1 Letter of Credit Provider) (A) an
amount equal to the portion of such LOC Credit Disbursement so allocable, plus
(B) interest on any amount remaining unpaid by DTAG to the Series 1999-1 Letter
of Credit Provider under the immediately preceding clause (A), from (and
including) the date such amount is paid by the Series 1999-1 Letter of Credit
Provider under the Series 1999-1 Letter of Credit until payment in full thereof
(after as well as before judgment), in accordance with the terms of the Credit
Agreement (which terms are incorporated herein by reference).
(b) In the event of a LOC Termination Disbursement under the Series 1999-1
Letter of Credit in accordance with Section 2.1(e) or (f) each Lessee agrees to
pay to the Series 1999-1 Letter of Credit Provider an amount equal to:
(i) a percentage of the amount of such LOC Termination
Disbursement that is allocable, as determined by the Trustee or, in the
absence of such determination, the Series 1999-1 Letter of Credit
Provider, to amounts due and payable by such Lessee under the Master Lease
(the "Lessee Termination Reimbursement Share") and which in the aggregate
for all such Lessees is equal to 100%;
plus
(ii) interest on the Lessee Termination Reimbursement Share
allocable to such Lessee remaining unpaid by such Lessee from the date of
payment of such LOC Termination Disbursement by the Series 1999-1 Letter
of Credit Provider until payment in full of the Lessee Termination
Reimbursement Share by such Lessee to the Series 1999-1 Letter of Credit
Provider (after as well as before judgment), at a rate per annum provided
for by the terms of the Credit Agreement (which terms are incorporated
herein by this reference).
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Each Lessee shall pay its respective Lessee Termination Reimbursement
Share of such LOC Termination Disbursement to the Series 1999-1 Letter of Credit
Provider on the date of such LOC Termination Disbursement in accordance with the
terms of the Credit Agreement (which terms are incorporated herein by this
reference).
(c) Until the Series 1999-1 Letter of Credit Provider is reimbursed for
such LOC Termination Disbursement, the Series 1999-1 Letter of Credit Provider
may direct in writing the investment in Permitted Investments of the funds in
the Series 1999-1 Cash Collateral Account from such LOC Termination Disbursement
made under Section 2.1(e) or (f) and shall be entitled to receive the earnings
thereon when such earnings are realized (the term "earnings" to include interest
payable by each Lessee on amounts withdrawn from the Series 1999-1 Cash
Collateral Account) from such investments from time to time from the Series
1999-1 Cash Collateral Account in accordance with the following clause (d) and
Sections 4.21(c) and (d) of the Series 1999-1 Supplement. After reimbursement of
the Series 1999-1 Letter of Credit Provider for the full amount of the LOC
Termination Disbursement, DTAG (on behalf of the Lessees) may direct investment
in Permitted Investments of the funds on deposit in the Series 1999-1 Cash
Collateral Account and shall be entitled to receive the earnings thereon from
such investments from time to time from releases of excess amounts from the
Series 1999-1 Cash Collateral Account in accordance with clause (d) below and
Sections 4.21(c) and (d) of the Series 1999-1 Supplement.
(d) Earnings from investments in the Series 1999-1 Cash Collateral Account
shall be paid first, to the Series 1999-1 Letter of Credit Provider to the
extent accruing on the amount of a LOC Termination Disbursement made under
Section 2.1(e) or (f) until the earlier of the date the Series 1999-1 Letter of
Credit Provider is reimbursed for such amount or the date interest begins to
accrue on the full amount of such LOC Termination Disbursement and second, to
the related Lessee. Any amounts (other than earnings on investments) released
from the Series 1999-1 Cash Collateral Account in accordance with Section
4.21(d) of the Series 1999-1 Supplement shall be paid to the Series 1999-1
Letter of Credit Provider to the extent the Series 1999-1 Letter of Credit
Provider has not been fully reimbursed by the Lessees under clauses (a) and (c)
above for LOC Credit Disbursements or a LOC Termination Disbursement. Upon
reimbursement in full to the Series 1999-1 Letter of Credit Provider of amounts
owed under clauses (a) and (c) above, amounts released from the Series 1999-1
Cash Collateral Account in accordance with Section 4.21(d) of the Series 1999-1
Supplement shall be paid to the Lessees.
(e) After a LOC Termination Disbursement has been made, any withdrawals
made by the Trustee from the Series 1999-1 Cash Collateral Account in respect of
Series 1999-1 Lease Payment Losses (as notified to RCFC and the Lessees by the
Trustee pursuant to Section 4.18 of the Series 1999-1 Supplement) shall be
reimbursed to the Series 1999-1 Cash Collateral Account in accordance with
Section 4.7 of the Series 1999-1 Supplement.
Section 2.4 Series 1999-1 Letter of Credit Fees and Expenses. This
Agreement hereby incorporates by reference as though fully set forth herein, all
provisions of the Credit Agreement on the fees and expenses due and payable to
the Series 1999-1 Letter of Credit Provider in connection with issuance of the
Series 1999-1 Letter of Credit including, without limitation,
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Sections 3.3 and 4.3 thereof, and Dollar, Thrifty and DTAG each hereby agrees to
pay such fees and expenses pursuant to and in the manner provided in the Credit
Agreement.
Section 2.5 No Liability of Series 1999-1 Letter of Credit Provider. Each
of the Lessees and DTAG acknowledges that the Series 1999-1 Letter of Credit
Provider is not responsible for any risks of acts or omissions of the Trustee
and any other beneficiary or transferee of the Series 1999-1 Letter of Credit
with respect to its use of the Series 1999-1 Letter of Credit. Neither the
Series 1999-1 Letter of Credit Provider nor any of its respective employees,
officers or directors shall be liable or responsible for: (a) the use which may
be made of the Series 1999-1 Letter of Credit or any acts or omissions of the
Trustee and any transferee in connection therewith; (b) the validity or
genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, fraudulent or forged; (c)
payment by the Series 1999-1 Letter of Credit Provider against presentation of
documents which do not comply with the terms of the Series 1999-1 Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to the Series 1999-1 Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under the Series 1999-1 Letter
of Credit; provided, however, that the Series 1999-1 Letter of Credit Provider
shall be liable to each Lessee to the extent of any direct, as opposed to
consequential, damages suffered by such Lessee which were caused by (i) the
Series 1999-1 Letter of Credit Provider's willful misconduct or gross negligence
in determining whether documents presented under the Series 1999-1 Letter of
Credit comply with the terms of the Series 1999-1 Letter of Credit or (ii) the
Series 1999-1 Letter of Credit Provider's gross negligence in failing to make or
willful failure to make lawful payment under the Series 1999-1 Letter of Credit
after the presentation to the Series 1999-1 Letter of Credit Provider by the
Trustee of a certificate strictly complying with the terms and conditions of the
Series 1999-1 Letter of Credit. In furtherance and not in limitation of the
foregoing, the Series 1999-1 Letter of Credit Provider may accept documents that
appear on their face to be in order, without responsibility for further
investigation.
Section 2.6 Surrender of Series 1999-1 Letter of Credit. Provided that the
Series 1999-1 Letter of Credit Provider is not then in default under the Series
1999-1 Letter of Credit by reason of its having wrongfully failed to honor a
demand for payment previously made by the Trustee under the Series 1999-1 Letter
of Credit, the Series 1999-1 Letter of Credit Provider shall instruct the
Trustee to surrender the Series 1999-1 Letter of Credit to the Series 1999-1
Letter of Credit Provider on the earliest of (i) the Series 1999-1 Letter of
Credit Expiration Date, (ii) the date on which the Series 1999-1 Letter of
Credit Provider honors a Certificate of Termination Demand presented under the
Series 1999-1 Letter of Credit to the extent of the Series 1999-1 Letter of
Credit Amount as in effect on such date, and (iii) the date on which the Series
1999-1 Letter of Credit Provider receives written notice from the Trustee that a
letter of credit or other credit enhancement has been substituted for the Series
1999-1 Letter of Credit.
Section 2.7 Conditions Precedent to Issuance, Increase or Extension. (a)
The following constitute conditions precedent to the obligation of the Series
1999-1 Letter of Credit Provider to issue the Series 1999-1 Letter of Credit
(provided, that such conditions will be deemed to be satisfied upon the issuance
of the Series 1999-1 Letter of Credit):
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(i) On the date of issuance of the Series 1999-1 Letter of
Credit, each condition precedent to the issuance of the Series 1999-1
Letter of Credit set forth in Section 6.2 of the Credit Agreement shall be
satisfied (which conditions are hereby incorporated herein by this
reference).
(ii) On the date of issuance of the Series 1999-1 Letter of
Credit, all representations and warranties of each of the Lessees and DTAG
contained in this Agreement and in each other Related Document to which
any of the Lessees or DTAG is a party shall be true and correct
immediately prior to, and after giving effect to, the issuance of the
Series 1999-1 Letter of Credit.
(iii) On the date of issuance of the Series 1999-1 Letter of
Credit, and after giving effect to the transactions contemplated by this
Agreement and the Series 1999-1 Letter of Credit, there shall exist no
Potential Event of Default or Event of Default under this Agreement.
(iv) The Series 1999-1 Letter of Credit Provider shall have
received (A) the favorable written opinions of counsel to each of the
Lessees, DTAG and RCFC, dated the Series 1999-1 Closing Date, covering
such matters as the Series 1999-1 Letter of Credit Provider may reasonably
request and (B) copies of any representation letters or certificates (or
similar documents) provided to the Trustee, any of the Lessees, DTAG or
RCFC.
(v) The Series 1999-1 Letter of Credit Provider shall have
received from each of the Lessees and DTAG (A) a copy of the resolutions
of its Board of Directors or other governing body, certified as of the
Series 1999-1 Closing Date by the secretary or assistant secretary
thereof, authorizing the execution, delivery and performance of this
Agreement and the other Related Documents (and the procurement of the
Series 1999-1 Letter of Credit) and (B) an incumbency certificate thereof
with respect to its officers, agents or other representatives authorized
to execute this Agreement and the Related Documents to which it is a
party.
(vi) The Series 1999-1 Letter of Credit Provider shall be
reasonably satisfied with the final terms and conditions of the
transactions contemplated hereby, including, without limitation, all legal
and tax aspects thereof, and all documentation relating to the
transactions shall be in form and substance reasonably satisfactory to the
Series 1999-1 Letter of Credit Provider.
(vii) On the date of issuance of the Series 1999-1 Letter of
Credit, immediately prior to, and after giving effect to, the issuance of
the Series 1999-1 Letter of Credit, except as disclosed in Item 7.7 of the
Disclosure Schedule (as defined in the Credit Agreement) there shall be no
action, suit, investigation, litigation or proceeding pending against or,
to the knowledge of DTAG or any Lessee, threatened against or affecting
any of DTAG or any Lessee, before any court or arbitrator or any
governmental body, agency or official that (A) would be reasonably likely
to have resulted in a material adverse change in the business, operations,
property, assets, liabilities, condition (financial or otherwise), or
prospects of
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DTAG and the Lessees, taken as a whole, since December 31, 1998 or (B)
which in any manner draws into question the legality, validity or
enforceability of this Agreement or any Related Document, the consummation
of the transactions contemplated hereby, or the ability of DTAG or any
Lessee to comply with any of the respective terms thereunder.
(viii) All governmental and third party consents and approvals
necessary in connection with this Agreement and the Series 1999-1 Letter
of Credit or the transactions contemplated hereby or thereby shall have
been obtained (without the imposition of any conditions that are not, in
its reasonable judgment, acceptable to the Series 1999-1 Letter of Credit
Provider) and shall remain in effect; all applicable waiting periods shall
have expired without any action being taken by any competent authority;
and no law or regulation shall be applicable that restrains, prevents or
imposes materially adverse conditions upon this Agreement or the Series
1999-1 Letter of Credit or the transactions contemplated hereby or
thereby.
(ix) The Series 1999-1 Letter of Credit Provider shall have
received such other documents (including, without limitation, an executed
copy (or duplicate thereof) of each other Related Document) certificates,
instruments, approvals or opinions as the Series 1999-1 Letter of Credit
Provider may reasonably request.
(x) The following shall be true and correct (and the Series
1999-1 Letter of Credit Provider shall have received a certificate of each
of the Lessees and RCFC as to the following):
(A) Each Eligible Vehicle Disposition Program shall be in
full force and effect and enforceable against the related
Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold,
assigned, or otherwise encumbered any of the Vehicles purchased
or otherwise financed with the proceeds of the Series 1999-1
Notes except as permitted under the Related Documents.
(C) RCFC and the Lessees shall each have assigned to the
Master Collateral Agent a first priority security interest in
its rights under the Eligible Vehicle Disposition Programs and
amounts receivable from the Manufacturers pursuant to the
Eligible Vehicle Disposition Programs.
(xi) RCFC and the Lessees shall each have granted to the Master
Collateral Agent, for the benefit of the Trustee on behalf of the Series
1999-1 Noteholders, a first priority security interest in all Vehicles now
or hereafter purchased or otherwise financed with the proceeds of the
Series 1999-1 Notes in accordance with the terms of the Series 1999-1
Supplement.
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(xii) The Series 1999-1 Letter of Credit Provider shall consent
to the composition of the Board of Directors of RCFC (including each of
the Independent Directors), which consent shall not be unreasonably
withheld.
(xiii) The Series 1999-1 Letter of Credit Provider shall have
received any fees and expenses due and payable pursuant to Section 4.2 or
pursuant to the Credit Agreement, including, without limitation, pursuant
to Section 3.3 and 4.3 thereof, and all reasonable legal fees and
expenses.
(b) The following constitute conditions precedent to the obligation of the
Series 1999-1 Letter of Credit Provider to extend the Series 1999-1 Letter of
Credit Expiration Date or increase the Series 1999-1 Letter of Credit Commitment
(provided that such conditions will be deemed to be satisfied upon such
extension or increase with respect to the Series 1999-1 Letter of Credit):
(i) On the date of extension or increase, each condition
precedent to the issuance of the Series 1999-1 Letter of Credit set forth
in Section 6.2 of the Credit Agreement shall continue to be satisfied
(which conditions are hereby incorporated herein by this reference).
(ii) On the date of extension or increase with respect to the
Series 1999-1 Letter of Credit, all representations and warranties of each
of the Lessees and DTAG contained in this Agreement and in each other
Related Document to which any of the Lessees or DTAG is a party shall be
true and correct immediately prior to, and after giving effect to, the
extension or increase with respect to the Series 1999-1 Letter of Credit.
(iii) On the date of extension or increase with respect to the
Series 1999-1 Letter of Credit, and after giving effect to the
transactions contemplated by this Agreement and the Series 1999-1 Letter
of Credit, there shall exist no Potential Event of Default or Event of
Default under this Agreement.
(iv) On the date of extension or increase with respect to the
Series 1999-1 Letter of Credit, immediately prior to, and after giving
effect to, the extension or increase with respect to the Series 1999-1
Letter of Credit, except as disclosed in Item 7.7 of the Disclosure
Schedule (as defined in the Credit Agreement), there shall be no action,
suit, investigation, litigation or proceeding pending against or, to the
knowledge of DTAG or any Lessee, threatened against or affecting any of
DTAG or any Lessee, before any court or arbitrator or any governmental
body, agency or official that (A) would be reasonably likely to have
resulted in a material adverse change in the business, operations,
property, assets, liabilities, condition (financial or otherwise), or
prospects of DTAG and the Lessees, taken as a whole, since December 31,
1998, or (B) which in any manner draws into question the legality,
validity or enforceability of this Agreement or any Related Document, the
consummation of the transactions contemplated hereby, or the ability of
DTAG or any Lessee to comply with any of the respective terms thereunder.
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(v) All governmental and third-party consents and approvals
necessary in connection with this Agreement and the Series 1999-1 Letter
of Credit or the transactions contemplated hereby or thereby shall
continue to be in effect (without the imposition of any conditions that
are not, in its reasonable judgment, acceptable to the Series 1999-1
Credit Provider); and no law or regulation shall be applicable that
restrains, prevents or imposes materially adverse conditions upon this
Agreement or the Series 1999-1 Letter of Credit or the transactions
contemplated hereby or thereby.
(vi) The Series 1999-1 Letter of Credit Provider shall have
received such other documents (including, without limitation, an executed
copy (or duplicate thereof) of each other Related Document) certificates,
instruments, approvals or opinions as the Series 1999-1 Letter of Credit
Provider may reasonably request.
(vii) The following shall be true and correct (and the Series
1999-1 Letter of Credit Provider shall have received a certificate of each
of the Lessees and RCFC as to the following):
(A) Each Eligible Vehicle Disposition Program shall be in
full force and effect, enforceable against the related
Manufacturer.
(B) Each of the Lessees and RCFC shall not have sold,
assigned, or otherwise encumbered any of the Vehicles purchased
or otherwise financed with the proceeds of the Series 1999-1
Notes except as permitted under the Related Documents.
(C) The Master Collateral Agent shall continue to have a
first priority security interest in the rights of RCFC and the
Lessees under the Eligible Vehicle Disposition Programs and
amounts receivable from the Manufacturers pursuant to the
Eligible Vehicle Disposition Programs.
(viii) The Master Collateral Agent, for the benefit of the
Series 1999-1 Noteholders, shall continue to have a first priority
security interest (as granted by RCFC and the Lessees) in all Vehicles now
or hereafter purchased or otherwise financed with the proceeds of the
Series 1999-1 Notes in accordance with the terms of the Series 1999-1
Supplement.
(ix) The Series 1999-1 Letter of Credit Provider shall continue
to consent to the composition of the Board of Directors of RCFC (including
the Independent Directors), which consent shall not be unreasonably
withheld.
(x) The Series 1999-1 Letter of Credit Provider shall have
received any fees and expenses due and payable pursuant to Section 4.2 or
pursuant to the Credit Agreement including, without limitation, pursuant
to Section 3.3 and 4.3 thereof, and all reasonable legal fees and
expenses.
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Section 2.8 Certain Eurocurrency Rate and Other Provisions under the
Credit Agreement. This Agreement hereby incorporates by reference as though
fully set forth herein all provisions of the Credit Agreement set forth under
Sections 5.1 through 5.10 thereof, including, without limitation, as if the LOC
Disbursements referred to herein were Loans (as defined in the Credit Agreement)
under the Credit Agreement.
Section 2.9 Obligation Absolute. The payment obligations of DTAG and each
Lessee under this Agreement and any other agreement or instrument relating to
the Series 1999-1 Letter of Credit to reimburse the Series 1999-1 Letter of
Credit Provider with respect to each LOC Disbursement shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of this Agreement,
the Series 1999-1 Letter of Credit or any other Related Document;
(b) any change in the time, manner or place of payment of, or
in any other terms of, all or any of the obligations of DTAG or any Lessee
in respect of the Series 1999-1 Letter of Credit or any other amendment or
waiver of or any consent to departure from all or any of the Related
Documents;
(c) the existence of any claim, set-off, defense or other right
which DTAG or any Lessee may have at any time against the Trustee or any
other beneficiary or any transferee of the Series 1999-1 Letter of Credit
(or any persons or entities for whom the Trustee, any such beneficiary or
any such transferee may be acting), or any other person or entity, whether
in connection with this Agreement, the transactions contemplated hereby or
by the Related Documents or any unrelated transaction;
(d) any statement or any other document presented under the
Series 1999-1 Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect;
(e) any statement or any other document presented under the
Series 1999-1 Letter of Credit proving to be insufficient in any respect;
(f) payment by the Series 1999-1 Letter of Credit Provider
under the Series 1999-1 Letter of Credit against presentation of a draft
or certificate which does not comply with the terms of the Series 1999-1
Letter of Credit;
(g) any exchange, release or non-perfection of any collateral,
or any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of DTAG and each Lessee in
respect of the Series 1999-1 Letter of Credit; or
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(h) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, including, without limitation, any
other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Lessee or a guarantor.
Section 2.10 Events of Default. Upon the occurrence and continuance of
any of the following events (herein referred to as an "Event of Default"):
(a) any Lessee (or DTAG on behalf of such Lessee) shall fail to
pay any LOC Credit Disbursement owing by such Lessee or any amounts owing
by such Lessee for LOC Termination Disbursements, in each case on the date
when such amount is due;
(b) any Lessee (or DTAG on behalf of any such Lessee) shall
fail to pay any interest, fees or other amounts payable under this
Agreement or the Credit Agreement, in each case within three Business Days
of the date when such interest, fees or other amounts are due;
(c) any representation, warranty, certification or statement
made by any Lessee, RCFC or DTAG in this Agreement or in any other Related
Document to which it is a party, or any certificate, financial statement
or other document delivered pursuant hereto or thereto shall have been
incorrect in any material respect when made or deemed made and after the
expiration of any grace period applicable thereto;
(d) RCFC shall fail to make any payment in respect of any
Indebtedness when due or within any applicable grace period, which
Indebtedness is in an outstanding principal amount in excess of $100,000;
(e) an Event of Bankruptcy shall have occurred with respect to
RCFC;
(f) any judgment or order for the payment of money in excess of
$100,000 (to the extent not covered by insurance provided by a carrier
that has not disputed coverage) shall be rendered against RCFC and either
(i) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (ii) there shall be any period of 20 consecutive
days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect;
(g) an Event of Default (as defined in the Credit Agreement)
shall have occurred and be continuing (whether or not waived);
(h) DTAG shall default in the performance or observance of any
agreement or covenant contained in Section 2.12;
(i) any Lessee or DTAG shall default in the performance or
observance of any other agreement or covenant contained in this Agreement
not specifically referred to elsewhere in this Section 2.10, and such
default shall not be cured to the Series 1999-1 Letter of Credit
Provider's reasonable satisfaction within a period of 30 days from the
date
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on which the Series 1999-1 Letter of Credit Provider has given written
notice thereof to such Lessee or DTAG;
(j) there shall occur any default by any Lessee or DTAG under
any of the Related Documents (other than this Agreement or as otherwise
provided in this Section 2.10), which shall not be cured to the Series
1999-1 Letter of Credit Provider's reasonable satisfaction within the
applicable cure period, if any, provided for in such Related Document; or
(k) any Related Document shall (except in accordance with its
terms), in whole or in part, terminate, cease to be effective or cease to
be the legally valid, binding and enforceable obligation of any Lessee,
DTAG or RCFC, or any Lessee, DTAG or RCFC shall, directly or indirectly,
contest in any manner such effectiveness, validity, binding nature or
enforceability;
then, the Series 1999-1 Letter of Credit Provider may by notice to DTAG on
behalf of the applicable Lessee or Lessees, in the case of an Event of Default
caused by or regarding any such Lessee or Lessees, (i) declare (to the extent
not theretofore due and payable) the principal amount of outstanding LOC Credit
Disbursements and the Lessee Termination Reimbursement Share of outstanding LOC
Termination Disbursements, if any, to be due and payable, together with accrued
interest thereon and all other sums payable by such Lessee or Lessees, hereunder
and thereunder, whereupon the same shall become due and payable without
presentment, demand, protest, or further notice of any kind, all of which are
hereby expressly waived by such Lessee or Lessees and DTAG and (ii) deem an
amount equal to any undrawn portion of the Series 1999-1 Letter of Credit to
have been paid or disbursed (notwithstanding that such amount may not in fact
have been so paid or disbursed), and DTAG and the Lessees shall be immediately
obligated to reimburse the Series 1999-1 Letter of Credit Provider the amount
deemed to have been so paid or disbursed by the Series 1999-1 Letter of Credit
Provider as if a demand had been made by the Series 1999-1 Letter of Credit
Provider to the Lessees under Section 2.3 hereof and any amounts so received by
the Series 1999-1 Letter of Credit Provider shall be maintained and applied in
accordance with Section 4.7 of the Credit Agreement, and, in any case, the
Series 1999-1 Letter of Credit Provider may take any other action permitted to
be taken by it hereunder, under any Related Document or under applicable law or
otherwise; provided that if an Event of Bankruptcy shall have occurred with
respect to any Lessee or DTAG all sums payable by the Lessees and DTAG hereunder
shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
each of the Lessees and DTAG.
"Potential Event of Default" shall mean, for purposes of this Agreement,
any occurrence or event which, after notice or lapse of time or both, would
constitute an Event of Default hereunder.
Section 2.11 Grant of Security Interest. As security for the prompt and
complete payment and performance of the obligations of DTAG and each of the
Lessees hereunder to the Series 1999-1 Letter of Credit Provider, each of DTAG
and the Lessees hereby acknowledges and
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confirms its respective pledge, hypothecation, assignment, transfer and delivery
to the Master Collateral Agent under the Master Collateral Agency Agreement for
the benefit of the Series 1999-1 Letter of Credit Provider under Section 2.1 of
the Master Collateral Agency Agreement of a continuing, second priority security
interest in the Lessee Grantor Master Collateral, whether now existing or
hereafter created, subject to the terms and priorities set forth therein and in
the other Related Documents, including, without limitation, the security
interest in such collateral granted by each of the Lessees pursuant to the
Master Lease and by RCFC to the Trustee for the benefit of any Series of Notes
outstanding.
Section 2.12 Guarantee. The Guarantor confirms its guarantee under Section
4.10 and Article X of the Credit Agreement of, inter alia, the obligations of
the Lessees hereunder, including without limitation, (i) the obligations of the
Lessees to make payments under this Agreement and (ii) the due and punctual
performance and observance of all the terms, conditions, covenants, agreements
and indemnities of the Lessees under this Agreement, and agrees that, if for any
reason whatsoever, any Lessee fails to so perform and observe such terms,
conditions, covenants, agreements and indemnities, the Guarantor will duly and
punctually perform and observe the same.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1 Representations and Warranties of the Lessees and DTAG. Each
of the Lessees hereby represents and warrants (which representations and
warranties shall be deemed made on the date of issuance of the Series 1999-1
Letter of Credit and on the date of each extension (if any) of the Series 1999-1
Letter of Credit and each increase (if any) of the Series 1999-1 Letter of
Credit Commitment) to the Series 1999-1 Letter of Credit Provider (and each of
the Revolving Lenders), as to itself, and DTAG represents and warrants (which
representations and warranties shall be deemed made on the date of issuance of
the Series 1999-1 Letter of Credit and on the date of each extension (if any) of
the Series 1999-1 Letter of Credit and each increase (if any) of the Series
1999-1 Letter of Credit Commitment, to the Series 1999-1 Letter of Credit
Provider (and each of the Revolving Lenders), as to itself and as to each of the
Lessees that:
(a) Authorization; Enforceability. Each of the Lessees and DTAG
has full power and has taken all necessary action to authorize it to
execute, deliver and perform this Agreement and each of the other Related
Documents to which it is a party in accordance with their respective
terms, and to consummate the transactions contemplated hereby and thereby.
This Agreement has been duly executed and delivered by each of the Lessees
and DTAG and is, and each of the other Related Documents to which any of
the Lessees or DTAG is a party is, a legal, valid and binding obligation
of any such Lessee and DTAG, as applicable, enforceable against such
Lessee or DTAG in accordance with its terms.
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(b) Compliance. The execution, delivery and performance, in
accordance with their respective terms, by each of the Lessees and DTAG of
this Agreement and each of the other Related Documents to which it is a
party, and the consummation of the transactions contemplated hereby and
thereby, do not and will not (i) require any consent, approval,
authorization or registration not already obtained or effected, (ii)
violate any material law with respect to any of the Lessees or DTAG, (iii)
conflict with, result in a breach of, or constitute a default under the
certificate or articles of incorporation or by-laws or other
organizational documents of any of the Lessees or DTAG or under any
material indenture, agreement, or other instrument to which any of the
Lessees or DTAG is a party or by which its properties may be bound or (iv)
result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by any of the
Lessees except Permitted Liens.
(c) Manufacturer Programs. No Manufacturer Event of Default has
occurred and is continuing.
(d) Master Lease Representations. The representations and
warranties made by each of the Lessees in the Master Lease are true and
correct in all material respects.
(e) Vehicles. Each Program Vehicle was, on the date of purchase
thereof or thereafter became, a Group I Vehicle that was eligible for
inclusion under an Eligible Vehicle Disposition Program, and each
Non-Program Vehicle was, on the date of purchase thereof or thereafter
became, a Group I Vehicle that qualified as an Eligible Vehicle.
(f) Representations and Warranties under the Credit Agreement.
Each of the representations and warranties of DTAG set forth in the Credit
Agreement, including, without limitation, those set forth in Sections 7.1
through 7.17 thereof, is true and correct and is hereby incorporated
herein by this reference.
Section 3.2 Affirmative Covenants of the Lessees and DTAG. So long as the
Series 1999-1 Letter of Credit has not expired or any amount is owing to the
Series 1999-1 Letter of Credit Provider hereunder, each of the Lessees and DTAG
agrees that, unless at any time the Series 1999-1 Letter of Credit Provider
shall otherwise expressly consent in writing, it will, and in the case of DTAG,
it will cause each of the Lessees to:
(a) Affirmative Covenants under the Credit Agreement. Comply
with each of the affirmative covenants applicable to it set forth in the
Credit Agreement including, without limitation, those set forth in Section
8.1 thereof, which affirmative covenants are hereby incorporated herein by
this reference;
(b) Events of Default. Furnish, or cause to be furnished to the
Series 1999-1 Letter of Credit Provider, as soon as possible but in any
event within three Business Days after the occurrence of any Event of
Default or a Potential Event of Default under this Agreement, a written
statement of the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of
DTAG(each, an
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"Authorized Officer" of DTAG or an Authorized Officer of the applicable
Lessee, as the case may be, describing such event and the action that DTAG
or the applicable Lessee, as the case may be, proposes to take with
respect thereto;
(c) Certain Information. Furnish, or cause to be furnished to
the Series 1999-1 Letter of Credit Provider, promptly upon the delivery by
RCFC to DTFC, a copy of the financial information and other materials
required to be delivered by DTAG to RCFC pursuant to Section 24.4 of the
Master Lease (other than the VIN list as required by Section 24.4(f) of
the Master Lease);
(d) Manufacturers. Furnish, or cause to be furnished to the
Series 1999-1 Letter of Credit Provider, promptly after obtaining actual
knowledge thereof, notice of any Manufacturer Event of Default or
termination or replacement of an Eligible Vehicle Disposition Program;
(e) Other. Furnish, or cause to be furnished to the Series
1999-1 Letter of Credit Provider, promptly, from time to time, such other
information, documents, or reports with respect to the Master Lease
Collateral (as defined in the Master Lease) or the condition or
operations, financial or otherwise, of DTAG or any Lessee as the Series
1999-1 Letter of Credit Provider may from time to time reasonably request
in order to protect the interests of the Series 1999-1 Letter of Credit
Provider under or as contemplated by this Agreement or any other Related
Document;
(f) Maintenance of the Vehicles. Maintain and cause to be
maintained in good repair, working order, and condition, reasonable wear
and tear excepted, all of the Vehicles in accordance with each Lessee's
respective ordinary business practices with respect to all other vehicles
owned thereby and shall use its best efforts to maintain the Program
Vehicles as Group I Vehicles that are eligible under a Eligible Vehicle
Disposition Program and the Non-Program Vehicles as Group I Vehicles that
are Eligible Vehicles, in each case except to the extent that any such
failure to comply with such requirements does not, in the aggregate,
materially adversely affect the interests of the Series 1999-1 Letter of
Credit Provider under this Agreement or the likelihood of repayment of its
obligations hereunder, and, from time to time, make or cause to be made
all appropriate repairs, renewals, and replacements with respect to the
Vehicles;
(g) Maintenance of Separate Existence. Each Lessee and DTAG
acknowledge their receipt of a copy of those certain opinion letters
issued by Mayer, Brown & Platt dated April 29, 1999 addressing the issue
of substantive consolidation as it may relate to DTAG and RCFC. Each of
the Lessees, DTAG and RCFC hereby agrees to maintain in place all policies
and procedures, and take and continue to take all action, described in the
factual assumptions set forth in such opinion letter and relating to such
Person, except as may be confirmed as not required in a subsequent or
supplemental opinion of Mayer, Brown & Platt addressing the issue of
substantive consolidation as it may relate to DTAG and RCFC; and
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(h) Verification of Titles. Upon the request of the Series
1999-1 Letter of Credit Provider, cause a title check by a Person
acceptable to the Master Collateral Agent on a reasonable number of the
Vehicles, including verification that the titles reflect the pledge to the
Master Collateral Agent, and shall cause the results of such title check
to be furnished to the Master Collateral Agent with a copy for the Series
1999-1 Letter of Credit Provider.
Section 3.3 Negative Covenants of the Lessees and DTAG. So long as the
Series 1999-1 Letter of Credit has not expired or any amount is owing to the
Series 1999-1 Letter of Credit Provider hereunder, each of the Lessees and DTAG
agrees that, unless at any time the Series 1999-1 Letter of Credit Provider
shall otherwise expressly consent in writing, it will not and, in the case of
DTAG, will not permit any Lessee to:
(a) Negative Covenants under the Credit Agreement. Fail to
comply with each of the negative covenants applicable to it set forth in
the Credit Agreement including, without limitation, those set forth in
Section 8.2 thereof, which negative covenants are hereby incorporated
herein by this reference.
(b) Liens. Create or permit to exist any Lien with respect to
the Group I Collateral or the Master Lease Collateral now or hereafter
existing or acquired, except for Permitted Liens.
(c) Use of Vehicles. Use or authorize the Vehicles to be used
in any manner (i) that would make such Vehicles that are Program Vehicles
ineligible for repurchase or sale under the applicable Eligible Vehicle
Disposition Program, (ii) for any illegal purposes or (iii) that could
subject the Vehicles to confiscation.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Payments. (a) Unless otherwise specified herein, all payments
to the Series 1999-1 Letter of Credit Provider hereunder shall be made in lawful
currency of the United States and in immediately available funds prior to 11:00
a.m. (New York City time) on the date such payment is due by wire transfer to
the Series 1999-1 Letter of Credit Provider, Account Name: Credit Suisse First
Boston, Account No. 903124-01, Account ABA 026-009-179, Attention: Trade
Services, at the Federal Reserve Bank of New York, or to such other office or
account maintained by the Series 1999-1 Letter of Credit Provider as the Series
1999-1 Letter of Credit Provider may direct.
(b) Whenever any payment under this Agreement shall be stated to be due on
a day which is not a Business Day, such payment, unless otherwise provided
herein, shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in computing interest, commissions or fees,
if any, in connection with such payment.
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Section 4.2 Expenses. Each of the Lessees agrees to pay all costs and
reasonable expenses incurred by the Series 1999-1 Letter of Credit Provider
(including, without limitation, reasonable attorneys' fees and expenses), if
any, in connection with the preparation, execution and delivery, administration,
enforcement, amendment or waiver of the obligations of the Lessees or DTAG under
this Agreement or any other Related Document or any other agreement furnished
hereto or in connection herewith or in connection with any negotiations arising
out of any Potential Event of Default under this Agreement or any events or
circumstances that may give rise to a Potential Event of Default under this
Agreement and with respect to presenting claims in or otherwise participating in
any bankruptcy, insolvency or other similar proceeding involving creditors'
rights generally and any ancillary proceedings.
The Lessees each agree to pay on demand all reasonable expenses of the
Series 1999-1 Letter of Credit Provider in connection with the filing,
recording, refiling or rerecording of this Agreement, the Related Documents
and/or any UCC financing statements relating thereto and all amendments,
supplements and modifications to any thereof and any and all other documents or
instruments of further assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof.
In addition, each of the Lessees shall pay any and all stamp and other
taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement or the Series 1999-1
Letter of Credit (or any payment thereunder or transfer thereof), any other
Related Document and any such other documents, and agree to save the Series
1999-1 Letter of Credit Provider harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.
Section 4.3 Indemnity. The Lessees each agree to indemnify and hold
harmless the Series 1999-1 Letter of Credit Provider and, in their capacities as
such, officers, directors, shareholders, affiliates, controlling persons,
employees, agents and servants of the Series 1999-1 Letter of Credit Provider,
from and against any and all claims, damages, losses, liabilities, costs or
expenses whatsoever which the Series 1999-1 Letter of Credit Provider may incur
or which may be claimed against the Series 1999-1 Letter of Credit Provider by
any Person whatsoever (including reasonable fees and expenses of counsel) in
each case arising out of or by reason of or in connection with, or in connection
with the preparation of a defense of, any investigation, litigation or
proceeding arising out of, relating to or in connection with the execution and
delivery of, or payment of any LOC Credit Disbursement or LOC Termination
Disbursement payable by the Lessees under the Series 1999-1 Letter of Credit or
this Agreement or any other Related Document, or any acts or omissions of any of
the Lessees in connection herewith or therewith, or any transactions
contemplated hereby or thereby (whether or not consummated), or any inaccuracies
or alleged inaccuracies in any material respect or any untrue statement or
alleged untrue statement of any of the Lessees contained or incorporated by
reference in any Related Document or the omission or alleged omission by any of
the Lessees to state therein a material fact necessary to make such statements,
in the light of the circumstances under which they are or were made, not
misleading, except to the extent that such claim, damage, loss, liability, cost
or expense is caused by the willful misconduct or gross negligence of the Series
1999-1 Letter of Credit Provider or a breach by the Series 1999-1 Letter of
Credit Provider (or its
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agents or employees or any other Person under its control) of its obligations
under the Series 1999-1 Letter of Credit, as determined by a final judgment of a
court of competent jurisdiction, and provided that any such Lessee shall be
required to indemnify the Series 1999-1 Letter of Credit Provider, in connection
with prosecuting or defending any such claims, for reasonable attorneys' fees
and expenses.
Section 4.4 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including bank wire, facsimile transmission
or similar writing) and addressed, delivered or transmitted to such party at its
address or telecopy number set forth below, or at such other address or telecopy
number, as the case may be, as such party may hereafter specify for the purpose
by notice to the other party. Each such notice, request or communication shall
be deemed to have been duly given or made when delivered, or five Business Days
after being deposited in the mail, postage prepaid and return receipt requested,
or in the case of facsimile notice, when electronic confirmation thereof is
received by the transmitter.
If to DTAG:
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, OK 74135
Attention: Steven B. Hildebrand
Telephone: (918) 660-7700
Telecopier: (918) 669-2970
If to RCFC:
Rental Car Finance Corp.
5310 East 31st Street
Tulsa, OK 74135
Attention: Pamela S. Peck
Telephone: (918) 669-2000
Telecopier: (918) 669-2301
If to the Series 1999-1 Letter of Credit Provider:
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010-3629
Attention: Short and Medium-Term Finance Department
Telephone: (212) 325-7198
Telecopier: (212) 325-8183
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with a copy to:
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010-3629
Attention: W. Matt Carter
Telephone: (212) 325-9942
Telecopier: (212) 325-8304
If to Dollar:
Dollar Rent A Car Systems, Inc.
5330 East 31st Street
Tulsa, OK 74135
Attention: Michael H. McMahon
Telephone: (918) 669-3000
Telecopier: (918) 669-2925
If to Thrifty:
Thrifty Rent-A-Car System, Inc.
5330 East 31st Street
Tulsa, OK 74135
Attention: Pamela S. Peck
Telephone: (918) 665-3930
Telecopier: (918) 669-2301
If to an Additional Lessee:
At the address for notices to such Additional Lessee set forth
in the related Affiliate Joinder in Enhancement Letter of
Credit Application and Agreement.
If to the Trustee:
Bankers Trust Company
4 Albany Street
New York, NY 10006
Attention: Corporate Trust and Agency Group/Structured
Finance
Telephone: (212) 250-6633
Telecopier: (212) 250-6439
Section 4.5 Amendments; Governing Law; Consent to Jurisdiction; Waiver of
Jury Trial. This Agreement and the rights and obligations of the parties
hereunder may not be amended or otherwise modified orally but only by an
instrument in writing signed by the
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Series 1999-1 Letter of Credit Provider and each other party hereto against whom
enforcement of such amendment or modification is sought, provided that any such
amendment or modification shall be in accordance with and governed by the laws
of the State of New York. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LESSEE,
DTAG OR RCFC WITH RESPECT TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT OR ANY
RELATED DOCUMENT SHALL BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY
LAW) FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT THE LESSEES, DTAG AND RCFC EACH ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE
LESSEES, DTAG AND RCFC EACH DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, WHOSE
ADDRESS IS 1633 BROADWAY, NEW YORK, NEW YORK 10019, AND SUCH OTHER PERSONS AS
MAY HEREAFTER BE SELECTED BY ANY LESSEE, DTAG OR RCFC, AS THE CASE MAY BE,
IRREVOCABLY AGREEING IN WRITING TO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF,
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED BY ANY LESSEE, DTAG OR RCFC, AS THE CASE MAY BE, TO BE
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SUCH PROCESS SO SERVED
SHALL BE MAILED BY REGISTERED MAIL TO ANY LESSEE, DTAG OR RCFC, AS APPLICABLE,
SO SERVED AT ITS ADDRESS PROVIDED IN SECTION 4.4, EXCEPT THAT, UNLESS OTHERWISE
PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE
VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY ANY LESSEE, DTAG OR
RCFC, AS THE CASE MAY BE, REFUSES TO ACCEPT SERVICE, THE LESSEES, DTAG AND RCFC
EACH HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT
NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE SERIES 1999-1 LETTER OF
CREDIT PROVIDER TO BRING PROCEEDINGS AGAINST ANY LESSEE, DTAG OR RCFC IN THE
COURTS OF ANY OTHER JURISDICTION.
THE SERIES 1999-1 LETTER OF CREDIT PROVIDER, EACH LESSEE, DTAG AND RCFC HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE SERIES 1999-1 LETTER OF CREDIT PROVIDER, ANY LESSEE, DTAG OR
RCFC IN CONNECTION HEREWITH OR THEREWITH. THE LESSEES, DTAG AND RCFC
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EACH ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER RELATED
DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE SERIES 1999-1 LETTER OF CREDIT PROVIDER ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER RELATED DOCUMENT.
Section 4.6 Waivers, etc. Neither any failure nor any delay on the part of
the Series 1999-1 Letter of Credit Provider in exercising any right, power or
privilege hereunder or under the Series 1999-1 Letter of Credit or any other
Related Document shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise or the exercise
of any other right, power or privilege. The remedies herein and in the Related
Documents provided are cumulative and not exclusive of any remedies provided by
law.
Section 4.7 Severability. Any provisions of this Agreement which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 4.8 Term. This Agreement shall remain in full force and effect
until the reimbursement of all LOC Disbursements by the Lessees or DTAG, as the
case may be, and the payment by the Lessees or DTAG, as the case may be, of all
other amounts payable hereunder, notwithstanding the earlier termination of the
Series 1999-1 Letter of Credit.
Section 4.9 Successors and Assigns. This Agreement shall be binding upon
the Series 1999-1 Letter of Credit Provider and its successors and assigns, each
Lessee and its successors and assigns, DTAG and its successors and assigns, and
RCFC and its successors and assigns; provided, however, that none of the
Lessees, DTAG or RCFC may transfer or assign any of its obligations, rights, or
interests hereunder without the prior written consent of the Series 1999-1
Letter of Credit Provider; and provided further, however, that the Series 1999-1
Letter of Credit Provider may at any time (i) assign all or a portion of its
obligations under the Series 1999-1 Letter of Credit and its rights under this
Agreement to a successor institution satisfying the requirements set forth in
Section 4.20(a) of the Series 1999-1 Supplement; provided further, however, that
(x) DTAG shall have consented in writing to such assignment (which consent shall
not be unreasonably withheld), and (y) such assignment shall be for an amount at
least equal to $5,000,000, or (ii) grant participations to any other Person, in
all or part of its obligations under the Series 1999-1 Letter of Credit and its
rights under this Agreement (it being understood and agreed that the Lessees
shall have no obligation to give notices to any such participant, that such
participation will not in any way reduce the Series 1999-1 Letter of Credit
Provider's commitment to make LOC Disbursements hereunder, and that such
participation (other than a participation held by a Revolving Lender pursuant to
the Credit Agreement) shall not increase the obligations (including with respect
to costs and expenses) of the Lessees hereunder); provided that the Series
1999-1 Letter of Credit Provider shall be entitled to receive any increased
costs or indemnities payable hereunder incurred by the Series 1999-1 Letter of
Credit Provider or such
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participant to the extent not in excess of such amounts calculated as if there
were no participation. The Series 1999-1 Letter of Credit Provider hereby
acknowledges and agrees that any such disposition will not alter or affect the
Series 1999-1 Letter of Credit Provider's direct obligations to the Trustee, and
that none of the Lessees, DTAG or RCFC shall have any obligations to have any
communication or relationship with any participant in order to enforce such
obligations of the Series 1999-1 Letter of Credit Provider hereunder and under
the Series 1999-1 Letter of Credit. All agreements, representations and
warranties made herein shall survive the execution and delivery of this
Agreement.
Section 4.10 Counterparts. This Agreement may be executed in any number of
counterparts, and by the different parties hereto on the same or separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute one and the same agreement.
Section 4.11 Further Assurances. The Lessees, DTAG and RCFC each agree to
do such further acts and things and to execute and deliver to the Series 1999-1
Letter of Credit Provider such additional assignments, agreements, powers and
instruments as are reasonably required by the Series 1999-1 Letter of Credit
Provider to carry into effect the purposes of this Agreement and under the
Related Documents or to better assure and confirm to the Series 1999-1 Letter of
Credit Provider its rights, powers and remedies hereunder and under the Related
Documents.
Section 4.12 Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by DTAG, the
Lessees and RCFC in connection herewith shall survive the execution and delivery
of this Agreement, regardless of any investigation made by the Series 1999-1
Letter of Credit Provider or on its behalf and shall continue so long as and
until such time as all obligations hereunder and under the Related Documents
shall have been paid in full. The obligations of the Lessees under Sections 2.5,
4.1, 4.2 and 4.3 shall in each case survive any termination of this Agreement,
the payment in full of all obligations hereunder or under any other Related
Document and the termination of the Series 1999-1 Letter of Credit.
Section 4.13 Obligation. The Series 1999-1 Letter of Credit Provider and
each of the Lessees each understand and agree that the Series 1999-1 Letter of
Credit is irrevocable and the obligations of the Series 1999-1 Letter of Credit
Provider as issuer thereof shall be unaffected by any default hereunder,
including, without limitation any failure to pay the amounts due and payable to
the Series 1999-1 Letter of Credit Provider under Section 2.4. No failure of any
of the Lessees (or any person or organization acting on behalf of either) or the
Trustee or the Series 1999-1 Letter of Credit Provider to take any action
(whether required hereunder or otherwise), nor any action taken by any of the
Lessees shall be asserted by the Series 1999-1 Letter of Credit Provider as a
defense to payment under the Series 1999-1 Letter of Credit (except for the
failure of any documents presented thereunder to comply with the terms of the
Series 1999-1 Letter of Credit) or as the basis of a right of set off by the
Series 1999-1 Letter of Credit Provider against its obligations to make any such
payment.
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Section 4.14 Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
Section 4.15 Confidentiality. The Series 1999-1 Letter of Credit Provider
agrees that it shall not disclose any Confidential Information (as defined
below) to any Person without the consent of DTAG, the Lessees or RCFC, as
applicable, other than (a) to the Series 1999-1 Letter of Credit Provider's
Affiliates and to the Administrative Agent and the Revolving Lenders and their
respective officers, directors, employees, agents and advisors and to actual or
prospective assignees and participants, and then only on a confidential basis,
(b) as required by any law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.
"Confidential Information" means information that DTAG the Lessees or RCFC
furnishes to the Series 1999-1 Letter of Credit Provider on a confidential
basis, but does not include any such information that is or becomes generally
available to the public or that is or becomes available to the Series 1999-1
Letter of Credit Provider from a source other than DTAG, the Lessees or RCFC.
Section 4.16 Additional Series 1999-1 Letter of Credit Providers. The
Series 1999-1 Letter of Credit Provider acknowledges and agrees that the Lessees
may obtain Series 1999-1 Letter of Credit Provider commitments from additional
Series 1999-1 Letter of Credit Providers from time to time, provided such
commitments are, unless the Series 1999-1 Letter of Credit Provider otherwise
consents, on the same terms and provisions as this Agreement and provide for
obligations that rank pari passu with each Lessee's obligations hereunder.
Section 4.17 Additional Subsidiary Lessees. Any direct or indirect
Subsidiary of DTAG (each a "DTAG Subsidiary") shall have the right to become a
"Lessee" under and pursuant to the terms of this Agreement by complying with the
provisions of Section 28.1 of the Master Lease and the provisions of this
Section 4.17. In the event a DTAG Subsidiary desires to become "Lessee" under
this Agreement, then the Guarantor and such DTAG Subsidiary shall execute and
deliver to the Series 1999-1 Letter of Credit Provider and the Trustee:
(i) an Affiliate Joinder in Enhancement Letter of Credit Application and
Agreement in the form attached hereto as Exhibit B (each, an "Affiliate Joinder
in Enhancement Letter of Credit Application and Agreement");
(ii) copies of the documentation set forth in clauses (a) through (j) of
Section 28.1 of the Master Lease;
(iii) an Officers' Certificate and an opinion of counsel each stating that
the joinder described in clause (i) above by such DTAG Subsidiary complies with
this Section 4.17 and that all conditions precedent herein provided for relating
to such transaction have been complied with; and
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(iv) any additional documentation that the Series 1999-1 Letter of Credit
Provider or the Trustee may reasonably require to evidence the assumption by
such DTAG Subsidiary of the obligations and liabilities set forth in this
Agreement.
Upon satisfaction of the foregoing conditions and receipt by each of the Trustee
and the Series 1999-1 Letter of Credit Provider of original executed copies of
the applicable Affiliate Joinder in Enhancement Letter of Credit Application and
Agreement executed by such DTAG Subsidiary and the Guarantor, such DTAG
Subsidiary shall for all purposes be deemed to be a "Lessee" for purposes of
this Agreement and shall be entitled to the benefits and subject to the
liabilities and obligations of a Lessee hereunder.
Section 4.18 Enhancement Letter of Credit Application and Agreement. This
Agreement is an Enhancement Letter of Credit Application and Agreement executed
pursuant to the Credit Agreement. In the event that, after construing the terms
of this Agreement and the Credit Agreement in a manner that would seek to avoid
any purported inconsistency or conflict between the terms of this Agreement, on
the one hand, and the terms of the Credit Agreement, on the other hand, such
inconsistency or conflict cannot be avoided, the terms of this Agreement shall
control.
Section 4.19 Series 1999-1 Letter of Credit Provider as Enhancement
Provider and Third- Party Beneficiary. The Lessees, RCFC and DTAG each hereby
acknowledges and agrees that the Series 1999-1 Letter of Credit Provider is (i)
an "Enhancement Provider" (as such term is used in the Base Indenture) and (ii)
without limiting the effect of any other provision contained in the Base
Indenture or the Series 1999-1 Supplement, a third-party beneficiary of the
provisions set forth in Article 11 of the Base Indenture and Section 8.7 of the
Series 1999-1 Supplement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, as of the day and year first
above written.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as the
Series 1999-1 Letter of Credit Provider
By:
Name:
Title:
By:
Name:
Title:
RENTAL CAR FINANCE CORP.
By:
Name:
Title:
LESSEES:
--------
DOLLAR RENT A CAR SYSTEMS, INC.
By:
Name:
Title:
<PAGE>
THRIFTY RENT-A-CAR SYSTEM, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT A
TO ENHANCEMENT LETTER OF CREDIT
APPLICATION AND AGREEMENT
IRREVOCABLE LETTER OF CREDIT
No. __________
April 29, 1999
Bankers Trust Company,
as Trustee under the
Series 1999-1 Supplement
referred to below
4 Albany Street
New York, NY 10006
Attention: Corporate Trust Division
Dear Sir or Madam:
The undersigned ("Credit Suisse First Boston" or the "Series 1999-1
Letter of Credit Provider") hereby establishes, at the request and for the
account of Dollar Thrifty Automotive Group, Inc. ("DTAG"), Dollar Rent A Car
Systems, Inc. ("Dollar"), Thrifty Rent-A-Car System, Inc. ("Thrifty"), and each
of the parties identified as a Lessee (collectively, the "Lessees") in that
certain Enhancement Letter of Credit Application and Agreement, dated as of even
date herewith (as the same may be amended, supplemented, restated or otherwise
modified from time to time, the "Enhancement Letter of Credit Agreement"), among
the Lessees, the Series 1999-1 Letter of Credit Provider, Rental Car Finance
Corp., a special purpose Oklahoma corporation ("RCFC"), and DTAG in your favor
as Trustee under that certain Series 1999-1 Supplement , dated as of April 29,
1999 (as the same may be amended, supplemented or otherwise modified from time
to time, the "Series 1999-1 Supplement"), between RCFC, as the issuer, and
Bankers Trust Company, as Trustee (in such capacity, the "Trustee"), to the Base
Indenture, dated as of December 13, 1995 (as amended as of December 23, 1997,
and as the same may be further amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms thereof, the
"Base Indenture"), between RCFC and the Trustee, this Irrevocable Letter of
Credit No. ____________ (the "Series 1999-1 Letter of Credit"), in the aggregate
maximum amount of TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000)
(such amount, as the same may be reduced, increased and reinstated from time to
time as provided herein, being the "Series 1999-1 Letter of Credit Amount"),
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effective immediately and expiring at 4:00 p.m. (New York time) at our New York
office at Five World Trade Center, (8th Floor), New York, NY 10048-0928,
Attention: Adrian Silghigian, Telephone No. 212-322-0046, Facsimile No.
212-803-2079 or 212-803-2080 (such office or any other office which may be
designated by the Series 1999-1 Letter of Credit Provider by written notice
delivered to you, being the "Series 1999-1 Letter of Credit Provider's Office")
on April 28, 2002 (or, if such date is not a Business Day (as defined below),
the immediately preceding Business Day) (the "Scheduled Letter of Credit
Expiration Date"). You are referred to herein (and in each Annex hereto) as the
Trustee.
The Series 1999-1 Letter of Credit Provider irrevocably authorizes you
to draw on it, in accordance with the terms and conditions and subject to the
reductions in amount as hereinafter set forth, (1) in one or more drawings by
one or more of the Trustee's drafts, each drawn on the Series 1999-1 Letter of
Credit Provider at the Series 1999-1 Letter of Credit Provider's Office, payable
at sight on a Business Day (as defined below), and accompanied by the Trustee's
written and completed certificate purported to be signed by the Trustee in
substantially the form of Annex A attached hereto (any such draft accompanied by
such certificate being a "Credit Demand"), an amount equal to the face amount of
each such draft but in the aggregate amount not exceeding the Series 1999-1
Letter of Credit Amount as in effect on such Business Day and (2) in a single
drawing by the Trustee's draft, drawn on the Series 1999-1 Letter of Credit
Provider at the Series 1999-1 Letter of Credit Provider's Office, payable at
sight on a Business Day, and accompanied by the Trustee's written and completed
certificate purported to be signed by the Trustee in substantially the form of
Annex B attached hereto (such draft accompanied by such certificate being a
"Termination Demand"), an amount equal to the face amount of each such draft but
in the aggregate amount not exceeding the Series 1999-1 Letter of Credit Amount
as in effect on such Business Day, provided, that only one Termination Demand
may be made hereunder. Any Credit Demand or Termination Demand may be delivered
by facsimile transmission to the Series 1999-1 Letter of Credit Provider's
Office. "Business Day" means any day other than a Saturday, Sunday or other day
on which banks are required or authorized by law to close in New York City, New
York. Upon the Series 1999-1 Letter of Credit Provider honoring any Credit
Demand presented hereunder, the Series 1999-1 Letter of Credit Amount shall
automatically be decreased by an amount equal to the amount of such Credit
Demand. In addition to the foregoing reduction, the Series 1999-1 Letter of
Credit Amount shall automatically be reduced to zero and this Series 1999-1
Letter of Credit shall be terminated upon the Series 1999-1 Letter of Credit
Provider honoring any Termination Demand presented to it hereunder.
The Series 1999-1 Letter of Credit Amount shall be automatically
reinstated with respect to reimbursement of any Credit Demand when and to the
extent, but only when and to the extent, that (i) the Series 1999-1 Letter of
Credit Provider is reimbursed by any of the Lessees or DTAG (on behalf of any of
the Lessees), as the case may be, in full for any amount drawn hereunder by any
Credit Demand and (ii) the Series 1999-1 Letter of Credit Provider receives
written notice from DTAG in substantially the form of Annex C attached hereto
certifying that no Event of Bankruptcy (as defined in Annex C attached hereto)
with respect to DTAG Dollar, Thrifty or any other Lessee has occurred and is
continuing; provided, however, that the Series 1999-1 Letter of Credit Amount
shall, in no event, be reinstated to an amount greater than $12,500,000.
-2-
<PAGE>
The Series 1999-1 Letter of Credit Amount shall be automatically reduced
in accordance with the terms of a written request from the Trustee to the Series
1999-1 Letter of Credit Provider in substantially the form of Annex D attached
hereto that is acknowledged and agreed to in writing by the Series 1999-1 Letter
of Credit Provider. The Series 1999-1 Letter of Credit Amount shall be
automatically increased upon receipt by (and written acknowledgment of such
receipt by) the Trustee of written notice from the Series 1999-1 Letter of
Credit Provider in substantially the form of Annex E attached hereto certifying
that the Series 1999-1 Letter of Credit Amount has been increased and setting
forth the amount of such increase.
Each Credit Demand and Termination Demand shall be dated the date of its
presentation, and shall be presented to the Series 1999-1 Letter of Credit
Provider at the Series 1999-1 Letter of Credit Provider's Office. If the Series
1999-1 Letter of Credit Provider receives any Credit Demand or Termination
Demand at such office, all in strict conformity with the terms and conditions of
this Series 1999-1 Letter of Credit, not later than 1:00 p.m. (New York City
time) on a Business Day prior to the termination hereof, the Series 1999-1
Letter of Credit Provider will make such funds available by 4:00 p.m. (New York
City time) on the same day in accordance with your payment instructions. If the
Series 1999-1 Letter of Credit Provider receives any Credit Demand or
Termination Demand at such office, all in strict conformity with the terms and
conditions of this Series 1999-1 Letter of Credit, after 1:00 p.m. (New York
City time) on a Business Day prior to the termination hereof, the Series 1999-1
Letter of Credit Provider will make the funds available by 4:00 p.m. (New York
City time) on the next succeeding Business Day in accordance with your payment
instructions. If you so request the Series 1999-1 Letter of Credit Provider,
payment under this Series 1999-1 Letter of Credit may be made by wire transfer
of Federal Reserve Bank of New York funds to your respective accounts in a bank
on the Federal Reserve wire system or by deposit of same day funds into a
designated account.
Upon the earliest of (i) the date on which the Series 1999-1 Letter of
Credit Provider honors a Termination Demand presented hereunder to the extent of
the Series 1999-1 Letter of Credit Amount as in effect on such date, (ii) the
date on which the Series 1999-1 Letter of Credit Provider receives written
notice from you that an alternate letter of credit or other credit enhancement
has been substituted for this Series 1999-1 Letter of Credit and (iii) the
Scheduled Letter of Credit Expiration Date, this Series 1999-1 Letter of Credit
shall automatically terminate and you shall surrender this Series 1999-1 Letter
of Credit to the undersigned Series 1999-1 Letter of Credit Provider on such
day.
This Series 1999-1 Letter of Credit is transferable only in its entirety
to any transferee(s) who you certify to the Series 1999-1 Letter of Credit
Provider has succeeded you, as Trustee under the Series 1999-1 Supplement, and
may be successively transferred only in its entirety. Transfer of this Series
1999-1 Letter of Credit to such transferee shall be effected by the presentation
to the Series 1999-1 Letter of Credit Provider of this Series 1999-1 Letter of
Credit accompanied by a certificate in substantially the form of Annex F
attached hereto. Upon such presentation the Series 1999-1 Letter of Credit
Provider shall forthwith transfer this Series 1999-1 Letter of Credit to the
transferee and endorse this Series 1999-1 Letter of Credit in favor
-3-
<PAGE>
of the transferee or, if requested by the transferee, issue a new irrevocable
letter of credit in favor of the transferee with provisions therein consistent
with this Series 1999-1 Letter of Credit.
This Series 1999-1 Letter of Credit sets forth in full the undertaking
of the Series 1999-1 Letter of Credit Provider, and such undertaking shall not
in any way be modified, amended, amplified or limited by reference to any
document, instrument or agreement referred to herein, except only the
certificates and the drafts referred to herein; and any such reference shall not
be deemed to incorporate herein by reference any document, instrument or
agreement except for such certificates and such drafts and the Uniform Customs
(defined below).
This Series 1999-1 Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500
(the "Uniform Customs"), and, as to matters not covered by the Uniform Customs,
shall be governed by the laws of the State of New York, including, the Uniform
Commercial Code as in effect in the State of New York.
Communications with respect to this Series 1999-1 Letter of Credit shall
be in writing and shall be addressed to the Series 1999-1 Letter of Credit
Provider at the Series 1999-1 Letter of Credit Provider's Office, specifically
referring to the number of this Series 1999-1 Letter of Credit.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
as Series 1999-1 Letter of Credit Provider
By:
Name:
Title:
By:
Name:
Title:
-4-
<PAGE>
ANNEX A
CERTIFICATE OF CREDIT DEMAND
Credit Suisse First Boston
Five World Trade Center
New York, New York 10048-0928
Attention: Adrian Silghigian
Certificate of Credit Demand under the Irrevocable Letter of Credit No.
____________ (the "Series 1999-1 Letter of Credit"; the terms defined therein
and not otherwise defined herein being used herein as therein defined), dated as
of April 29, 1999, issued by Credit Suisse First Boston, New York Branch, as the
Series 1999-1 Letter of Credit Provider, in favor of Bankers Trust Company, as
the Trustee.
The undersigned, a duly authorized officer of the Trustee, hereby
certifies to the Series 1999-1 Letter of Credit Provider as follows:
1. Bankers Trust Company is the Trustee under the Series 1999-1
Supplement referred to in the Series 1999-1 Letter of Credit.
2. As of the date of this certificate, there exist [Series 1999-1 Lease
Payment Losses (as such term is defined in the Series 1999-1 Supplement referred
to in the Series 1999-1 Letter of Credit) 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) of such Series 1999-1 Supplement] *[an amount due and payable by
Dollar Thrifty Automotive Group, Inc., a Delaware corporation ("DTAG"), under
the Demand Note (the "Demand Note") issued by DTAG to Rental Car Finance Corp.
pursuant to Section 4.19(a) of the Series 1999-1 Supplement has not been
deposited into the Series 1999-1 Collection Account (as defined in the Series
1999-1 Supplement referred to in the Series 1999-1 Letter of Credit)]** in the
amount of $__________.
3. The Trustee is making a drawing under the Series 1999-1 Letter of
Credit [as required by Section 4.18(b) of the Series 1999-1 Supplement] *** [in
an amount due and payable by DTAG
- --------
* Include this sentence if Credit Demand is pursuant to Section 4.18(b) of the
Series 1999-1 Supplement.
** Include this sentence if Credit Demand is pursuant to Section 4.19(b) of the
Series 1999-1 Supplement.
*** Include this sentence if Credit Demand is pursuant to Section 4.18(b) of the
Series 1999-1 Supplement.
A-1
<PAGE>
under the Demand Note pursuant to Section 4.19(b) of the Series 1999-1
Supplement] * for an amount equal to $________, which amount is the Series
1999-1 LOC Credit Disbursement (the "Series 1999-1 LOC Credit Disbursement").
The Series 1999-1 LOC Credit Disbursement does not exceed the amount that is
available to be drawn by the Trustee under the Series 1999-1 Letter of Credit on
the date of this certificate.
4. The amount of the draft shall be delivered pursuant to the following
instructions:
[insert payment instructions (including payment date) for wire to
Bankers Trust Company as Trustee].
5. The Trustee acknowledges that, pursuant to the terms of the Series
1999-1 Letter of Credit, upon the Series 1999-1 Letter of Credit Provider
honoring the draft accompanying this certificate, the Series 1999-1 Letter of
Credit Amount shall be automatically decreased by an amount equal to such draft.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate on this ____ day of ___________, _____.
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
- --------
* Include this sentence if Credit Demand is pursuant to Section 4.19(b) of the
Series 1999-1 Supplement.
A-2
<PAGE>
ANNEX B
CERTIFICATE OF TERMINATION DEMAND
Credit Suisse First Boston
Five World Trade Center
New York, New York 10048-0928
Attention: Adrian Silghigian
Certificate of Termination Demand under the Irrevocable Letter of Credit
No. ___________ (the "Series 1999-1 Letter of Credit"; the terms defined therein
and not otherwise defined herein being used herein as therein defined), dated as
of April 29, 1999, issued by Credit Suisse First Boston, as the Series 1999-1
Letter of Credit Provider, in favor of Bankers Trust Company, as the Trustee.
The undersigned, a duly authorized officer of the Trustee, hereby
certifies to the Series 1999-1 Letter of Credit Provider as follows:
1. Bankers Trust Company is the Trustee under the Series 1999-1
Supplement referred to in the Series 1999-1 Letter of Credit.
2. Pursuant to Section 4.20 of the Series 1999-1 Supplement, the
Trustee, in its capacity as such, is making a drawing in the amount of the
Series 1999-1 Letter of Credit Amount as in effect on the date of this
certificate (such amount being the "Series 1999-1 Letter of Credit Amount").
3. The amount of the draft accompanying this certificate is $________
which is equal to the Series 1999-1 Letter of Credit Amount as of the date
hereof. The Series 1999-1 Letter of Credit Amount does not exceed the amount
that is available to be drawn by the Trustee under the Series 1999-1 Letter of
Credit on the date of this certificate.
4. The amount of the draft shall be delivered pursuant to the following
instructions:
[insert payment instructions (including payment date) for wire to
Bankers Trust Company as Trustee]
5. The Trustee acknowledges that, pursuant to the terms of the Series
1999-1 Letter of Credit, upon the Series 1999-1 Letter of Credit Provider
honoring the draft accompanying this certificate, the Series 1999-1 Letter of
Credit Amount shall automatically be reduced to zero and the Series 1999-1
Letter of Credit shall terminate and be immediately returned to the Series
1999-1 Letter of Credit Provider.
B-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate on this ____ day of ____________, ____.
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
B-2
<PAGE>
ANNEX C
CERTIFICATE OF REINSTATEMENT OF SERIES 1999-1 LETTER OF CREDIT AMOUNT
Credit Suisse First Boston
Five World Trade Center
New York, New York 10048-0928
Attention: Adrian Silghigian
Certificate of Reinstatement of Series 1999-1 Letter of Credit Amount
under the Irrevocable Letter of Credit No. ____________ (the "Series 1999-1
Letter of Credit"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), dated as of April 29, 1999, issued by
Credit Suisse First Boston, as the Series 1999-1 Letter of Credit Provider, in
favor of Bankers Trust Company, as the Trustee.
The undersigned, a duly authorized officer of Dollar Thrifty Automotive
Group, Inc., hereby certifies to the Series 1999-1 Letter of Credit Provider as
follows:
1. As of the date of this certificate, the Series 1999-1 Letter of
Credit Provider has been reimbursed in full by [ ] in the amount of $ [ ] in
respect of the Credit Demand made on .
2. As of the date of this certificate, no Event of Bankruptcy with
respect to Dollar Thrifty Automotive Group, Inc. ("DTAG"), Dollar Rent A Car
Systems, Inc. ("Dollar"), Thrifty Rent-A-Car System, Inc. ("Thrifty") or any
other Lessee has occurred and is continuing. "Event of Bankruptcy", with respect
to DTAG, Dollar, Thrifty or any other Lessee, means (a) a case or other
proceeding shall be commenced, without the application or consent of such
person, in any court, seeking the liquidation, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of debts of such person,
the appointment of a trustee, receiver, custodian, liquidator, assignee,
sequestrator or the like for such person or all or any substantial part of its
assets, or any similar action with respect to such person under any law relating
to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and any such case or proceeding shall continue undismissed,
or unstayed and in effect, for a period of 60 consecutive days; or an order for
relief in respect of such person shall be entered in an involuntary case under
The Bankruptcy Reform Act of 1978, as amended from time to time, and as codified
as 11 U.S.C. Section 101 et. seq., (the "Bankruptcy Code") or any other similar
law now or hereafter in effect; or (b) such person shall commence a voluntary
case or other proceeding under the Bankruptcy Code or any applicable insolvency,
reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) for such person or for any substantial part of its property,
or shall make any general assignment for the benefit of creditors; or (c) a
corporation or similar
C-1
<PAGE>
entity or its board of directors shall vote to implement any of the actions set
forth in the preceding clause (b).
3. Accordingly, pursuant to the terms and conditions of the Series
1999-1 Letter of Credit, the Series 1999-1 Letter of Credit Amount is hereby
reinstated in the amount of $[ ] so that the Series 1999-1 Letter of Credit
Amount after taking into account such reinstatement is in an amount equal to $[
].
IN WITNESS WHEREOF, Dollar Thrifty Automotive Group, Inc. has executed and
delivered this certificate on this ____ day of __________, ____.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
Name:
Title:
C-2
<PAGE>
ANNEX D
NOTICE OF REDUCTION OF SERIES 1999-1 LETTER OF CREDIT AMOUNT
Credit Suisse First Boston
Five World Trade Center
New York, New York 10048-0928
Attention: Adrian Silghigian
Notice of Reduction of Series 1999-1 Letter of Credit Amount under the
Irrevocable Letter of Credit No. _____________ (the "Series 1999-1 Letter of
Credit"; the terms defined therein and not otherwise defined herein being used
herein as therein defined), dated as of April 29, 1999, issued by Credit Suisse
First Boston, as the Series 1999-1 Letter of Credit Provider, in favor of
Bankers Trust Company, as the Trustee.
The undersigned, a duly authorized officer of the Trustee, hereby
notifies the Series 1999-1 Letter of Credit Provider as follows:
1. The Trustee has received a notice pursuant to the Enhancement Letter
of Credit Agreement authorizing it to request a reduction of the Series 1999-1
Letter of Credit Amount to $__________ and is delivering this notice in
accordance with the terms of the Enhancement Letter of Credit Agreement.
2. By its acknowledgment and agreement below, the Series 1999-1 Letter
of Credit Provider acknowledges and agrees that the aggregate maximum amount of
the Series 1999-1 Letter of Credit is reduced to $____________ from
$____________ pursuant to and in accordance with the terms and provisions of the
Series 1999-1 Letter of Credit and, that the reference in the first paragraph of
the Series 1999-1 Letter of Credit to "_____________________________
($____________ )" is amended to read "_____________________________
($____________ )" and the reference in the third paragraph of the Series 1999-1
Letter of Credit to "$____________" is amended to read "
$------------".
3. This request, upon your acknowledgment and agreement set forth below,
shall constitute an amendment to the Series 1999-1 Letter of Credit and shall
form an integral part thereof and confirms that all other terms of the Series
1999-1 Letter of Credit remain unchanged.
4. The Series 1999-1 Letter of Credit Provider is requested to execute
and deliver its acknowledgment and agreement to this notice to the Trustee in
the manner provided in Section 4.4 of the Enhancement Letter of Credit
Agreement.
D-1
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate on this ____ day of __________, ____.
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
CREDIT SUISSE FIRST BOSTON
By:
Name:
Title:
By:
Name:
Title:
D-2
<PAGE>
ANNEX E
NOTICE OF INCREASE OF SERIES 1999-1 LETTER OF CREDIT AMOUNT
Bankers Trust Company,
as Trustee under the
Series 1999-1 Supplement
referred to below
4 Albany Street
New York, NY 10006
Attention: Corporate Trust Division
Notice of Increase of Series 1999-1 Letter of Credit Amount under the
Irrevocable Letter of Credit No. ______________ (the "Series 1999-1 Letter of
Credit"; the terms defined therein and not otherwise defined herein being used
herein as therein defined), dated as of April 29, 1999, issued by Credit Suisse
First Boston, as the Series 1999-1 Letter of Credit Provider, in favor of
Bankers Trust Company, as the Trustee.
The undersigned, duly authorized officers of the Series 1999-1 Letter of
Credit Provider, hereby notify the Trustee as follows:
1. The Series 1999-1 Letter of Credit Provider has received a request
from Dollar Rent A Car Systems, Inc. and/or Thrifty Rent-A-Car System, Inc. to
increase the Series 1999-1 Letter of Credit Amount by $_______, and the Series
1999-1 Letter of Credit Provider is permitted to increase the Series 1999-1
Letter of Credit Amount by such amount under the Credit Agreement defined in the
Enhancement Letter of Credit Agreement.
2. Upon your acknowledgment set forth below, the aggregate maximum
amount of the Series 1999-1 Letter of Credit is increased to $____________ from
$____________ pursuant to and in accordance with the terms and provisions of the
Series 1999-1 Letter of Credit and that the reference in the first paragraph of
the Series 1999-1 Letter of Credit to "_____________________________
($____________ )" is amended to read "_____________________________
($____________ )" and the reference in the third paragraph of the Series 1999-1
Letter of Credit to "$____________" is amended to read
"$------------".
3. This notice, upon your acknowledgment set forth below, shall
constitute an amendment to the Series 1999-1 Letter of Credit and shall form an
integral part thereof and confirms that all other terms of the Series 1999-1
Letter of Credit remain unchanged.
4. The Trustee is requested to execute and deliver its acknowledgment
and acceptance to this notice to the Series 1999-1 Letter of Credit Provider, in
the manner provided in Section 4.4 of the Enhancement Letter of Credit
Agreement.
E-1
<PAGE>
IN WITNESS WHEREOF, the Series 1999-1 Letter of Credit Provider has
executed and delivered this certificate on this ____ day of __________, ____.
CREDIT SUISSE FIRST BOSTON
By:
Name:
Title:
By:
Name:
Title:
ACKNOWLEDGED:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
E-2
<PAGE>
ANNEX F
INSTRUCTION TO TRANSFER
-----------------------
Credit Suisse First Boston
Five World Trade Center
New York, New York 10048-0928
Attention: Adrian Silghigian
Re: Irrevocable Letter of Credit No.
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
__________________________
[Name of Transferee]
__________________________
[Address]
all rights of the undersigned beneficiary to draw under the above-captioned
letter of credit (the "Series 1999-1 Letter of Credit") issued by the Series
1999-1 Letter of Credit Provider named therein in favor of the undersigned. The
transferee has succeeded the undersigned as Trustee under the Series 1999-1
Supplement (as defined in the Series 1999-1 Letter of Credit).
By this transfer, all rights of the undersigned beneficiary in the Series 1999-1
Letter of Credit are transferred to the transferee and the transferee shall
hereafter have the sole rights as beneficiary thereof; provided, however, that
no rights shall be deemed to have been transferred to the transferee until such
transfer complies with the requirements of the Series 1999-1 Letter of Credit
pertaining to transfers.
F-1
<PAGE>
The Series 1999-1 Letter of Credit is returned herewith and in
accordance therewith we ask that this transfer be effective and that the Series
1999-1 Letter of Credit Provider transfer the Series 1999-1 Letter of Credit to
our transferee and that the Series 1999-1 Letter of Credit Provider endorse the
Series 1999-1 Letter of Credit returned herewith in favor of the transferee or,
if requested by the transferee, issue a new irrevocable letter of credit in
favor of the transferee with provisions consistent with the Series 1999-1 Letter
of Credit.
Very truly yours,
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
F-2
<PAGE>
EXHIBIT B
TO THE ENHANCEMENT LETTER OF CREDIT
APPLICATION AND AGREEMENT
FORM OF AFFILIATE JOINDER IN ENHANCEMENT LETTER OF
CREDIT APPLICATION AND AGREEMENT
THIS AFFILIATE JOINDER IN ENHANCEMENT LETTER OF CREDIT APPLICATION AND
AGREEMENT (this "Joinder") is executed as of _______________ ___, _____, by
_______________, a ____________________________________ ("Joining Party"), and
delivered to each of Credit Suisse First Boston, a Swiss banking corporation, as
the Series 1999-1 Letter of Credit Provider (in such capacity, the "Series
1999-1 Letter of Credit Provider") and Bankers Trust Company, as the Trustee (in
such capacity, the "Trustee"), pursuant to that certain Enhancement Letter of
Credit Application and Agreement, dated as of April 29, 1999 (as amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with the terms thereof, the "Enhancement Letter of Credit Application
Agreement"), among the Series 1999-1 Letter of Credit Provider, Dollar Rent A
Car Systems, Inc., Thrifty Rent-A-Car System, Inc., any additional Subsidiaries
of Dollar Thrifty Automotive Group, Inc. from time to time becoming Lessees
thereunder, Rental Car Finance Corp. and Dollar Thrifty Automotive Group, Inc.
Capitalized terms used herein but not defined herein shall have the meanings
provided for in the Enhancement Letter of Credit Application and Agreement.
R E C I T A L S:
WHEREAS, the Joining Party is a direct or indirect Subsidiary of DTAG;
and
WHEREAS, the Joining Party desires to become a "Lessee" under and
pursuant to Section 4.17 the Enhancement Letter of Credit Application and
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Joining Party, the Joining
Party agrees as follows:
A G R E E M E N T:
1. The Joining Party hereby represents and warrants to and in favor of
the Series 1999-1 Letter of Credit Provider and the Trustee that (i) the Joining
Party is a direct or indirect Subsidiary of DTAG, (ii) all of the conditions
required to be satisfied pursuant to Section 4.17 of the Enhancement Letter of
Credit Application and Agreement in respect of the Joining Party becoming a
Lessee thereunder have been satisfied and (iii) all of the representations and
warranties contained in Section 3.1 of the Enhancement Letter of Credit
Application and
B-1
<PAGE>
Agreement with respect to the Lessees are true and correct as applied to the
Joining Party as of the date hereof.
2. The Joining Party hereby agrees to assume all of the obligations of a
"Lessee" under the Enhancement Letter of Credit Application and Agreement and
agrees to be bound by all of the terms, covenants and conditions therein.
3. By its execution and delivery of this Joinder, the Joining Party
hereby becomes a Lessee for all purposes under the Enhancement Letter of Credit
Application and Agreement. By its execution and delivery of this Joinder, DTAG
acknowledges that the Joining Party is a Lessee for all purposes under the
Enhancement Letter of Credit Application and Agreement.
IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be duly
executed as of the day and year first above written.
[Name of Joining Party]
By:
Name:
Title:
Accepted and Acknowledged by:
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
Name:
Title:
B-2
<PAGE>
EXHIBIT C
TO THE ENHANCEMENT LETTER OF CREDIT
APPLICATION AND AGREEMENT
REQUEST FOR REDUCTION OF
SERIES 1999-1 LETTER OF CREDIT AMOUNT
Bankers Trust Company,
as Trustee under the
Series 1999-1 Supplement
referred to below
4 Albany Street
New York, NY 10006
Attention: Corporate Trust Division
Request for Reduction of Series 1999-1 Letter of Credit Amount under the
Enhancement Letter of Credit Application and Agreement, dated as of April 29,
1999 (as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof as of the date hereof, the "Enhancement Letter
of Credit Application and Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), among Dollar
Rent A Car Systems, Inc., Thrifty Rent-A-Car System, Inc., those additional
Subsidiaries of Dollar Thrifty Automotive Group, Inc. from time to time becoming
parties thereto, Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc.
and Credit Suisse First Boston, as the Series 1999-1 Letter of Credit Provider.
The undersigned, duly authorized officers of Dollar Thrifty Automotive
Group, Inc., individually and on behalf of the Lessees, hereby certify to
Bankers Trust Company in its capacity as the Trustee under the Series 1999-1
Supplement referred to in the Enhancement Letter of Credit Application and
Agreement (the "Trustee") as follows:
1. The Series 1999-1 Letter of Credit Amount as of the date of this
request prior to giving effect to the reduction of the Series 1999-1 Letter of
Credit Amount requested in paragraph 2 of this request is $_____________.
2. The Trustee is hereby requested pursuant to Section 2.1(a) of the
Enhancement Letter of Credit Application and Agreement to execute and deliver to
the Series 1999-1 Letter of Credit Provider a Notice of Reduction of Series
1999-1 Letter of Credit Amount substantially in the form of Annex D to the
Series 1999-1 Letter of Credit (the "Notice of Reduction") for a reduction in
the Series 1999-1 Letter of Credit Amount by an amount equal to $_____________.
The Trustee is requested to execute and deliver the Notice of Reduction promptly
following its receipt of this request, and in no event more than two (2)
Business Days following the date of its receipt of this request (as required
pursuant to Section 2.1(a) of the Enhancement Letter of Credit Application and
Agreement), and to provide for the reduction pursuant to the Notice of
C-1
<PAGE>
Reduction to be as of ______, _______. The undersigned understands that the
Trustee will be relying on the contents hereof. The undersigned further
understands that the Trustee shall not be liable to the undersigned for any
failure to transmit (or any delay in transmitting) the Notice of Reduction
(including any fees and expenses attributable to the Series 1999-1 Letter of
Credit Amount not being reduced in accordance with this paragraph) to the extent
such failure (or delay) does not result from the gross negligence or willful
misconduct of the Trustee.
3. To the best of the knowledge of the undersigned, the Series 1999-1
Letter of Credit Amount will be $_____________, as of the date of the reduction
requested in paragraph 2 of this request.
4. The Series 1999-1 Letter of Credit Amount after giving effect to the
reduction requested in paragraph 2 of this request will not cause the Series
1999-1 Letter of Credit Amount to be less than the Minimum Letter of Credit
Amount, as of the date the reduction requested in paragraph 2 of this request.
5. The undersigned acknowledges and agrees that the execution and
delivery of this request by the undersigned constitutes a representation and
warranty by the undersigned to the Series 1999-1 Letter of Credit Provider that,
as of the date on which the Series 1999-1 Letter of Credit Amount is reduced by
the amount set forth in paragraph 2 of this request, each of the statements set
forth in this request is true and correct to the best of the knowledge of the
undersigned.
6. The undersigned agrees that if on or prior to the date as of which
the Series 1999-1 Letter of Credit Amount is reduced by the amount set forth in
paragraph 2 of this request the undersigned obtains knowledge that any of the
statements set forth in this request is not true and correct or will not be true
and correct after giving effect to such reduction, the undersigned shall
immediately so notify the Series 1999-1 Letter of Credit Provider by telephone
and in writing by telefacsimile in the manner provided in Section 4.4 of the
Enhancement Letter of Credit Application and Agreement and the request set forth
herein to reduce the Series 1999-1 Letter of Credit Amount shall be deemed
canceled upon receipt by the Series 1999-1 Letter of Credit Provider of such
notice in writing.
IN WITNESS WHEREOF, Dollar Thrifty Automotive Group, Inc., individually
and on behalf of the Lessees, has executed and delivered this request on this
______ day of ________,
- ----.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:
Name:
Title:
C-2
