<PAGE> 1
EXHIBIT 4.1
SERIES 2000-2 SUPPLEMENT
dated as of June 29, 2000
to the
AMENDED AND RESTATED BASE INDENTURE
dated as of December 1, 1996
among
TEAM FLEET FINANCING CORPORATION,
the Issuer
BUDGET GROUP, INC.
the Servicer
BUDGET GROUP, INC.,
the Budget Interestholder
and
BANKERS TRUST COMPANY,
the Trustee
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TABLE OF CONTENTS
PRELIMINARY STATEMENT
ARTICLE 1 DESIGNATION
ARTICLE 2 DEFINITIONS
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Section 2.1 Incorporation of Schedule 1, etc.................................................................. 3
Section 2.2 Defined Terms..................................................................................... 3
ARTICLE 3 SECURITY; REPORTS; COVENANT
Section 3.1 Grant of Security Interest........................................................................ 24
Section 3.2 Reports........................................................................................... 26
ARTICLE 4 INITIAL ISSUANCE AND INCREASES AND DECREASES OF Series 2000-2
INVESTED AMOUNT OF Series 2000-2 NOTE
Section 4.1. Issuance in Definitive Form....................................................................... 27
Section 4.2 Procedure for Increasing the Invested Amount...................................................... 27
Section 4.3 Decreases......................................................................................... 29
ARTICLE 5 Series 2000-2 ALLOCATIONS
Section 5.1 Establishment of the Group III Collection Account, Series 2000-2 Collection
Account and Series 2000-2 Accrued Interest Account..................................................... 30
Section 5.2 Allocations with Respect to the Series 2000-2 Note................................................ 31
Section 5.3 Withdrawals from the Series 2000-2 Accrued Interest Account....................................... 35
Section 5.4 Payment of Note Interest and Carrying Charges..................................................... 37
Section 5.5 Payment of Note Principal; Transfers to Budget Distribution Account............................... 37
Section 5.6 Servicer's or Budget's Failure to Make a Deposit or Payment....................................... 38
Section 5.7 Series 2000-2 Distribution Account................................................................ 38
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ARTICLE 6 AMORTIZATION EVENTS
ARTICLE 7 GENERAL
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TABLE OF CONTENTS
CONTINUED
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Exhibit A - Form of Series 2000-2 Note
Exhibit B - List of Approved Manufacturers
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ii
<PAGE> 4
Series 2000-2 Supplement, dated as of June 29, 2000 (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof and of the Base Indenture referred to below, this "Supplement"),
among Team Fleet Financing Corporation, a Delaware corporation ("TFFC" or the
"Issuer"), Budget Group, Inc. ("Budget"), a Delaware corporation formerly known
as Team Rental Group, Inc. ("Team"), as the Servicer (in such capacity, the
"Servicer"), Budget, as the holder of the Budget Interest (in such capacity, the
"Budget Interestholder") and Bankers Trust Company, a banking corporation
organized and existing under the laws of the State of New York, as Trustee (the
"Trustee") under the Amended and Restated Base Indenture, dated as of December
1, 1996, among TFFC, Team and the Trustee (as amended, supplemented or otherwise
modified from time to time, exclusive of Supplements creating a new Series of
Notes, the "Base Indenture").
PRELIMINARY STATEMENT
WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among
other things, that TFFC, the Servicer and the Trustee may at any time and from
time to time enter into a supplement to the Base Indenture for the purpose of
authorizing the issuance of one or more Series of Notes.
WHEREAS, all conditions precedent as set forth in such Sections with
respect to entering into a supplement to the Base Indenture have been satisfied.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
DESIGNATION
(a) There is hereby created a Series of Notes to be issued in one class
pursuant to the Base Indenture and this Supplement and such Series of Notes (as
defined below) shall be designated generally as the Variable Funding Rental Car
Asset Backed Note, Series 2000-2 and is referred to as the "Series 2000-2 Note."
(b) The proceeds from the sale of and Increases in respect of the
Series 2000-2 Note shall be deposited in the Series 2000-2 Collection Account,
and such proceeds shall be available to TFFC and used (i) on and after the
Series 2000-2 Issuance Date, to finance the acquisition by the Issuer and the
Lessees of, or to refinance, Financed Vehicles and Eligible Receivables and (ii)
on and after the Series 2000-2 Issuance Date, to acquire Lessor-Owned Vehicles
manufactured by certain Eligible Manufacturers.
<PAGE> 5
(c) The Series 2000-2 Note is a Segregated Series of Notes (as more
fully described in the Base Indenture) and is hereby designated as a "Group III
Series of Notes". Accordingly, the Series 2000-2 Note (and each other Group III
Series of Notes) shall be secured solely by the Group III Collateral and any
other collateral designated as security for the Series 2000-2 Note (and, as
applicable, any other Group III Series of Notes) under this Supplement or any
other Supplement and will not be secured by any other collateral. 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 2000-2 Note, the Group III Collateral and any other collateral
designated as security for the Group III Series of Notes under this Supplement
or any other related Series Supplement (the Series 2000-2 Note and any such
additional Segregated Series, each, a "Group III Series of Notes" and,
collectively, the "Group III 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, unless the context otherwise requires, refer solely to all
Group III Series of Notes.
(d) If, notwithstanding the provisions of clause (c) above, the Series
2000-2 Note is deemed by any court to be secured by collateral other than the
Group III Collateral and any other collateral designated as security for the
Series 2000-2 Note (and, as applicable, any other Series of Group III Notes)
under this Supplement or any other Supplement ("Non-Group III Collateral"),
then the interest of the Series 2000-2 Noteholders in such Non-Group III
Collateral shall be subordinate in all respects to the interest of the
Noteholders of the Series to which such Non-Group III Collateral was pledged by
the terms of the Indenture. The following shall govern the interpretation and
construction of the provisions of this Supplement: (i) this Supplement is
intended to constitute a subordination agreement under New York law and for
purposes of Section 510(a) of the Bankruptcy Code, (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 Series 2000-2 Noteholder is a
debtor in a case (a "bankruptcy case") under the Bankruptcy Code (or any
amended or successor version thereof), (iii) (A) any reference to the Series
2000-2 Note shall include all obligations of the Issuer now or hereafter
existing under each such Series 2000-2 Note, whether for principal, interest,
fees, expenses or otherwise, and (B) without limiting the generality of the
foregoing, "interest" owing on the Series 2000-2 Note 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 an interest in the Series 2000-2 Note, 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
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<PAGE> 6
of any interest in the Series 2000-2 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 clause (d), any distributions that such holder is to
receive on account of such holder's interest in the Series 2000-2 Note 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.
ARTICLE 2
DEFINITIONS
Section 2.1 Incorporation of Schedule 1, etc. All capitalized terms not
otherwise defined herein shall have the meaning set forth therefor in Schedule 1
to the Base Indenture, as amended, supplemented or otherwise modified from time
to time in accordance with the terms of the Base Indenture. All Article, Section
or Subsection references 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 2000-2 Note and not to any other Series of Notes
issued by TFFC.
Section 2.2 Defined Terms. The following words and phrases, unless
otherwise defined in the Note Purchase Agreement then in effect, shall have the
following meanings with respect to the Series 2000-2 Note 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:
"Accounts" means the Collection Account, the Group III Collection
Account, the Series 2000-2 Collection Account, the Series 2000-2 Distribution
Account and each collection account for each other Group III Series of Notes.
"Accrued Amounts" means, with respect to any Group III Series of Notes
(or any class of such Series of Notes), on any date of determination, the sum of
(i) accrued and unpaid interest on the Notes of such Series of Notes (or the
applicable class thereof), (ii) the portion of the accrued and unpaid Monthly
Servicing Fee (and any Supplemental Servicing Fee) allocated to such Series of
Notes (or the applicable class thereof) pursuant to the Indenture on such date,
and (iii) the product of (A) all other accrued and unpaid fees and expenses of
the Issuer on such date, and (B) a fraction, the numerator of which is the
Invested Amount of such Series of Notes (or the applicable class thereof) on
such date and the denominator of which is the aggregate Invested Amount of all
Series of Notes including non-segregated Series of Notes) on such date.
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<PAGE> 7
"Additional Distribution Date" has the meaning specified in Section
5.3(b)(ii).
"Additional Fees" means, with respect to any Series 2000-2 Interest
Period, the aggregate amount of fees, if any, under the Note Purchase Agreement
then in effect which have accrued during such Series 2000-2 Interest Period and
which are payable by TFFC in respect of the Series 2000-2 Note, in each case
solely to the extent such fees are not included in the calculation of the Series
2000-2 Note Rate for any Series 2000-2 Interest Period.
"Advance" has the meaning specified in the Note Advance Agreement.
"Agent" means Deutsche Bank AG, New York Branch and its permitted
successors and/or assigns.
"Aggregate Asset Amount" means, with respect to the Group III Series of
Notes, for any date of determination, the sum, rounded to the nearest $100,000,
of (i) the Aggregate Group III Repurchase Asset Amount, (ii) the Aggregate Group
III Non-Repurchase Asset Amount and (iii) cash and Permitted Investments on
deposit in the Collection Account and Group III Collection Account allocable to
the Group III Series of Notes.
"Aggregate Group III Non-Repurchase Asset Amount" means, for any date
of determination, the sum (without duplication), rounded to the nearest
$100,000, of (i) the lesser of (a) the Net Book Value of all Group III
Non-Repurchase Vehicles leased under the Group III Master Lease as of such date
and (b) the Non-Repurchase Fleet Market Value, plus (ii) all amounts receivable
as of such date with respect to any Group III Non-Repurchase Vehicles which
have been sold or deemed to be sold under the Related Documents other than any
such amounts which have become Losses plus (iii) with respect to any Group III
Non-Repurchase Vehicles that have been sold, any accrued and unpaid payments of
Base Rent and Additional Base Rent under the Group III Master Lease with
respect to such Group III Non-Repurchase Vehicles (net of amounts set forth in
clause (ii) above), other than any such amounts which have become Losses.
"Aggregate Principal Balance" means, for any date of determination the
aggregate unpaid principal amount of the Outstanding Series 2000-2 Note as of
such date (without giving effect to any reduction thereof ordered by a court in
any insolvency or other similar proceeding, including, without limitation, by
reason of any cram-down, rejection or other action).
"Aggregate Group III Repurchase Asset Amount" means, for any date of
determination, the sum (without duplication), rounded to the nearest $100,000,
of (i) the Net Book Value of all Group III Repurchase Vehicles leased under the
Group III Master Lease as of such date and not turned in to the Manufacturer
thereof pursuant to its Repurchase Program or not otherwise sold or deemed to be
sold under the Related Documents, plus (ii) all amounts receivable as of such
date from Manufacturers under Repurchase Programs with respect to Group III
Repurchase Vehicles turned in to such Manufacturers pursuant to any such
Repurchase Program or delivered
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<PAGE> 8
to an authorized auction, pursuant to any Repurchase Program, other than any
such amounts which have become Losses, plus (iii) all Auction Receivables due
with respect to the disposition of Group III Repurchase Vehicles as of such
date from any Auction Dealer with respect to Group III Repurchase Vehicles,
other than any such amounts which have become Losses, plus (iv) the aggregate
amount of Eligible Receivables as of such date, other than any such amounts
which have become Losses, plus (v) with regard to Group III Repurchase Vehicles
that have been turned in to the Manufacturer or otherwise sold, any accrued and
unpaid Base Rent under the Group III Master Lease with respect to such Group
III Repurchase Vehicles (net of amounts set forth in clauses (ii), (iii) and
(iv) above), other than any such amounts which have become Losses.
"Asset Amount Deficiency" with respect to the Series 2000-2 Notes shall
mean a Series 2000-2 Asset Amount Deficiency and with respect to any other Group
III Series of Notes, shall have the meaning specified in the related Series
Supplement.
"Auction Dealer" means a Manufacturer-approved auction dealer under an
Eligible Repurchase Program which is a guaranteed depreciation program.
"Auction Receivable" means a legal, valid and binding receivable due
from an Auction Dealer to TFFC or a Lessee in respect of Group III Vehicles sold
at an auction conducted by or through or arranged by the Manufacturer pursuant
to its Eligible Repurchase Program which is a guaranteed depreciation program.
"Base Amount" means, as of any date of determination, the sum of the
Net Book Values of all Financed Vehicles leased under the Finance Lease as of
such date, each such Net Book Value calculated as of the first day contained
within both the calendar month in which such date of determination occurs and
the Vehicle Term for the related Financed Vehicle, plus all accrued and unpaid
Monthly Base Rent thereunder as of such date.
"Base Indenture" has the meaning set forth in the preamble.
"BRACC" means Budget Rent A Car Corporation, a Delaware corporation.
"Budget" has the meaning set forth in the preamble.
"Budget Interest" means the transferable indirect interest in TFFC's
assets held by the Budget Interestholder to the extent relating to the Group III
Collateral, including the right to receive payments with respect to such
collateral in respect of the Budget Interest Amount.
"Budget 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.
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"Budget Interest Percentage" means, on any date of determination, when
used with respect to Group III Collections that are Principal Collections,
Recoveries, Losses and other amounts, an amount equal to one hundred percent
(100%) minus the sum of (i) the invested percentages for all outstanding Group
III Series of Notes including all classes of such Series of Notes and (ii) the
available subordinated amount percentages for all Group III Series of Notes that
provide for credit enhancement in the form of overcollateralization, in each
case as such percentages are calculated on such date with respect to Group III
Collections that are Principal Collections, Recoveries, Losses and other
amounts, as applicable.
"Budget Interestholder" means Budget, as owner of all outstanding
capital stock of TFFC, or any permitted successor or assign.
"Casualty Payment" has the meaning specified in Section 6 of the Group
III Master Lease.
"Collateral" means the Group III Collateral, the Series 2000-2
Collateral.
"Collections" means Group III Collections and all other Series 2000-2
Collections.
"Committed Note Purchaser" means Deutsche Bank AG, New York Branch and
its permitted successors and/or assigns.
"Consolidated Subsidiary" means, at any time, with respect to Budget,
any Subsidiary or other entity the accounts of which would be consolidated with
those of Budget, in its consolidated financial statements as of such time.
"Daily Interest Amount" means, for any day in a Series 2000-2 Interest
Period, an amount equal to (a) the product of (i) the Series 2000-2 Note Rate
for such Series 2000-2 Interest Period and (ii) the aggregate unpaid principal
amount of the Series 2000-2 Note as of the close of business on such date,
divided by (b) 360.
"Decrease" means a Voluntary Decrease or a Mandatory Decrease, as
applicable.
"Deposit Date" has the meaning specified in Section 5.2 of this
Supplement.
"Determination Date" means the second Business Day prior to each
Distribution Date.
"Disposition Date" means, (a) with respect to any Group III Repurchase
Vehicle, (i) if such Group III Vehicle was sold at auction or returned to a
Manufacturer for repurchase, pursuant to the applicable Repurchase Program, the
date on which such Group III Vehicle was sold at auction or accepted for return
by such Manufacturer or its agent and, in each case, the Depreciation Charges
ceased to accrue pursuant to such Repurchase Program, or (ii) if such Group III
Vehicle was sold to any Person (other than to a Manufacturer pursuant to such
Manufacturer's Repurchase Program or to a third party through an auction
conducted by or
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through or arranged by the Manufacturer pursuant to its Repurchase Program),
the date on which title to the Group III Repurchase Vehicle was transferred in
connection with such sale; and
(b) with respect to any Group III Non-Repurchase Vehicle, the date on which
title to the Group III Non-Repurchase Vehicle is transferred in connection with
its sale or other disposition.
"Disposition Proceeds" means the net proceeds (other than the
Repurchase Price or Guaranteed Payments payable by the related Manufacturer
pursuant to an Eligible Repurchase Program) from the sale or disposition of
Group III Vehicles to any Person, whether at auction or otherwise; provided,
however, that Disposition Proceeds shall not include Termination Payments.
"Distributions" means (i) contributions, loans or other distributions
made by Budget to a profit sharing or pension plan not made in the ordinary
course of the operation of such Plan and (ii) all fees, rents and other
compensation or payments paid or made by Budget or its Subsidiaries to any
stockholder of Budget except for such fees, rents or other compensation or
payments paid or made in exchange for actual services rendered to Budget on an
arm's length basis by such stockholder.
"Distribution Date" means, with respect to the Series 2000-2 Note, the
25th day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing July 25, 2000.
"Eligible Manufacturer" means an Eligible Repurchase Manufacturer or
an Eligible Non-Repurchase Manufacturer.
"Eligible Non-Repurchase Manufacturer" means each Manufacturer listed
on Exhibit B to this Supplement and any other Manufacturer that has been
approved by the Requisite Noteholders or, with respect to any Group III Series
of Notes that is then being rated by one or more Rating Agencies, any other
Manufacturer that has been approved as an Eligible Non-Repurchase Manufacturer
by each such Rating Agency.
"Eligible Non-Repurchase Vehicle" means any Group III Non-Repurchase
Vehicle, (a) which is owned by TFFC or is a Texas Vehicle or Hawaii Vehicle,
(b) the Manufacturer of which is an Eligible Non-Repurchase Manufacturer, and
(c) with respect to which (i) TFFC is noted as the owner on the Certificate of
Title therefor and (ii) either (x) the Trustee is noted as the first lienholder
on the Certificate of Title therefor or (y) the Certificate of Title has been
submitted to the appropriate state authorities for such notation as lienholder;
provided, however, if the actions provided in clause (i) or (ii) are not
sufficient in any state to cause the Trustee's Lien upon such Group III Vehicle
to be a perfected first lien, then in order for a Group III Vehicle titled in
such state to be an "Eligible Non-Repurchase Vehicle", such action as is
required to cause the Trustee's Lien to be a perfected first Lien shall have
been taken by the Servicer.
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"Eligible Receivable" means a legal, valid and binding receivable (a)
due from any Eligible Repurchase Manufacturer or Auction Dealer under an
Eligible Repurchase Program to TFFC, a Lessee or a creditor of TFFC or such
Lessee, (b) in respect of a Group III Repurchase Vehicle purchased by such
Eligible Repurchase Manufacturer or sold at an auction pursuant to an Eligible
Repurchase Program, which absent such purchase or sale, would have constituted
an Eligible Repurchase Vehicle with respect to which either (i) the Lien of the
Trustee was noted on the Certificate of Title at the time of purchase or
refinancing or (ii) such Group III Vehicle was (x) owned by and titled in the
name of a Lessee prior to the date such Person became a Lessee pursuant to
Section 23 of the Group III Master Lease and (y) refinanced by TFFC under the
Group III Master Lease pursuant to the initial Vehicle Order of such Lessee
thereunder, and (c) the right to payments in respect of which has been assigned
by the payee thereof to the Trustee for the benefit of the Secured Parties;
provided that no amount receivable from an Eligible Repurchase Manufacturer or
Auction Dealer under an Eligible Repurchase Program shall be an Eligible
Receivable if such amount remains unpaid more than ten (10) days after (i) the
Repurchase Program Payment Due Date in respect of such Group III Vehicle, in
the case of amounts receivable from an Eligible Repurchase Manufacturer or (ii)
the Disposition Date in respect of such Group III Vehicle, in the case of
amounts due from an Auction Dealer.
"Eligible Repurchase Manufacturer" means each Manufacturer listed on
Exhibit B to this Supplement and any other Manufacturer that (a) has an
Eligible Repurchase Program, (b) has been approved by each Enhancement
Provider, if any, for the Group III Series of Notes and (c) with respect to
which Rating Agency Confirmation (for all Group III Series of Notes) the
addition of such Manufacturer as an Eligible Repurchase Manufacturer; 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 Repurchase Manufacturer.
"Eligible Repurchase Program" means, at any time, a Repurchase Program
(as defined in this Supplement) offered by an Eligible Repurchase Manufacturer
(a) pursuant to which the Repurchase Price (or the price guaranteed to be
received at an auction conducted by or within the requirements established by
such Manufacturer) is at least equal to the Capitalized Cost of each Group III
Vehicle, minus all Depreciation Charges accrued with respect to such Group III
Vehicle prior to the date that the Group III Vehicle is submitted for
repurchase or auction, minus Excess Mileage Charges, minus Excess Damage
Charges and minus any other charges specified in such Repurchase Program, (b)
that cannot be amended or terminated with respect to any Group III Vehicle
after the purchase of that Group III Vehicle, and (c) with respect to any Group
III Repurchase Vehicle of such Manufacturer that is leased or proposed to be
leased under the Group III Master Lease, the benefits of which Repurchase
Program have been collaterally assigned to the Trustee pursuant to an
Assignment Agreement acknowledged in writing by such Manufacturer and
applicable to the model year of such Group III Repurchase Vehicle, and TFFC
(and the Trustee on behalf of TFFC) has been provided with an opinion of
counsel or officer's certificate reasonably satisfactory to the Trustee that
the Trustee and TFFC can enforce the applicable Manufacturer's obligations
thereunder; provided, however, that with respect to a Repurchase Program for
any model year beginning with 2000 and thereafter, if any Group III Series of
Notes
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is then being rated by Standard & Poor's or Moody's, TFFC shall have received
(i) confirmation by Standard & Poor's or Moody's, as the case may be, that the
acquisition of Group III Vehicles pursuant to such Repurchase Program will not
result in the reduction or withdrawal of any rating issued by Standard & Poor's
or Moody's in respect of such Series of Notes, and (ii) if there is a major
change to a Repurchase Program during a model year, Rating Agency Confirmation
that the acquisition of Group III Vehicles pursuant to such Repurchase Program
will not result in a reduction or withdrawal of any rating issued by each
Rating Agency in respect of such Series of Notes.
"Eligible Repurchase Vehicle" means any automobile, van or light truck
(a) which at the time of purchase or financing by TFFC is eligible under an
Eligible Repurchase Program, (b) which is owned by TFFC or is a Texas Vehicle
or Hawaii Vehicle, and (c) with respect to which (i) TFFC is noted as the owner
on the Certificate of Title therefor and (ii) either (x) the Trustee is noted
as the first lienholder on the Certificate of Title therefor or (y) the
Certificate of Title has been submitted to the appropriate state authorities
for such notation as lienholder; provided, however, if the actions provided in
clause (i) or (ii) are not sufficient in any state to cause the Trustee's Lien
upon such Group III Vehicle to be a perfected first Lien, then in order for a
Group III Vehicle titled in such state to be an "Eligible Repurchase Vehicle,"
such action as is required to cause the Trustee's Lien to be a perfected first
Lien shall have been taken by the Servicer.
"Enhancement Percentage" means (for purposes of determining the Group
III Required Asset Amount) on any day, a percentage equal to the sum of (A)
9.5% times the Group III Repurchase Percentage on such day plus (B) the Series
2000-2 Minimum Non-Repurchase Credit Support Percentage times the Group III
Non-Repurchase Percentage on such day.
"Excess Amounts" has the meaning specified in Section 5.2(d)(vi) of
this Supplement.
"Excluded Payments" means the following amounts payable to TFFC or a
Lessee pursuant to the Repurchase Programs: (i) all incentive payments payable
to TFFC or a Lessee to purchase Group III Vehicles under the Repurchase
Programs, (ii) all amounts payable to TFFC or a Lessee as compensation for the
preparation by TFFC or a Lessee of newly delivered Group III Vehicles under the
Repurchase Programs and (iii) all amounts payable to TFFC or a Lessee in
reimbursement for warranty work performed by TFFC or a Lessee on the Group III
Vehicles under the Repurchase Programs.
"Finance Lease" has the meaning specified in Annex B to the Group III
Master Lease.
"Financed Vehicle" means an Eligible Repurchase Vehicle or Eligible
Non-Repurchase Vehicle that is a Texas Vehicle or Hawaii Vehicle financed by
TFFC on or after the Lease Commencement Date under the Finance Lease.
"Group III Collateral" has the meaning specified in Section 3.1(a) of
this Supplement.
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"Group III Collection Account" has the meaning specified in Section
5.1(a) of this Supplement.
"Group III Collections" means (a) all payments made under the Group
III Master Lease, (b) all Disposition Proceeds, Repurchase Prices and
Guaranteed Payments on Group III Vehicles, (c) any insurance proceeds or other
payments with respect to the Group III Vehicles and (d) all amounts earned on
Permitted Investments allocable to or arising out of investment of funds on
deposit in the Group III Collection Account; provided that, in the case of
amounts in clauses (b) and (c), such amounts shall be allocated to the Group
III Vehicles in accordance with the terms hereof and the Servicer's normal
practices and procedures for determining and allocating vehicle proceeds.
"Group III Interest Collections" means on any date of determination
(a) the aggregate amount of Group III Collections in the Group III Collection
Account which represent (i) Monthly Variable Rent, Monthly Finance Rent or
Monthly Supplemental Rent accrued under the Group III Master Lease, or (ii) any
amounts earned on Permitted Investments in the Collection Account and the Group
III Collection Account which constitute Group III Collateral, and (b) amounts
earned on Permitted Investments in the Group III Collection Account (or any
subaccount thereof), which, in the case of clauses (a)(ii) and (b) above, are
available for distribution on such date.
"Group III Invested Amount" means, as of any date of determination, an
amount equal to the aggregate of the Invested Amounts of all Group III Series
of Notes.
"Group III Letter of Credit Amount" means, as of any date of
determination, the aggregate amount available to be drawn on such date under
each letter of credit (or available to be withdrawn from the related cash
collateral account) issued by an Eligible Credit Enhancer for the benefit of
the Trustee and providing credit support for the obligations of the Lessees
under the Group III Lease and the obligations of Budget under the Demand Note
or another demand note made by Budget in favor of TFFC which, pursuant to the
terms of any Series Supplement for a Group III Series of Notes, may be drawn
upon to cover Disposition Losses.
"Group III Master Lease" means the Master Motor Vehicle Lease
Agreement, Group III, dated as of June 29, 2000 among TFFC, as lessor, certain
subsidiaries and affiliates of Budget and certain non-affiliates of Budget, as
lessees, and Budget, as guarantor, as amended, supplemented or otherwise
modified from time to time.
"Group III Non-Repurchase Percentage" means, on any date of
determination, the percentage equivalent of a fraction, the numerator of which
will be the aggregate Non-Repurchase Vehicle Value of all Group III
Non-Repurchase Vehicles as of such date and the denominator of which will be
the sum of the aggregate Net Book Value of all Group III Repurchase Vehicles
and the aggregate Non-Repurchase Vehicle Values of all Group III Non-Repurchase
Vehicles as of such date.
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"Group III Non-Repurchase Vehicle" means a passenger automobile, van or
light truck that is leased under the Group III Master Lease and is not subject
to an Eligible Repurchase Program at the time of its leasing under the Group III
Master Lease.
"Group III Principal Collections" means all Group III Collections
other than Group III Interest Collections.
"Group III Repurchase Percentage" means, on any date of determination,
the percentage equivalent of a fraction, the numerator of which will be the
aggregate Net Book Value of all Group III Repurchase Vehicles as of such date
and the denominator of which will be the sum of the aggregate Net Book Value of
all Group III Repurchase Vehicles and the aggregate Non-Repurchase Vehicle
Value of all Group III Non-Repurchase Vehicles as of such date.
"Group III Repurchase Vehicle" means a passenger automobile, van or
light truck that is leased under the Group III Master Lease and is subject to
an Eligible Repurchase Program at the time of its leasing under the Group III
Master Lease.
"Group III Required Asset Amount" means, at any time, an amount equal
to the quotient of (a) the Group III Aggregate Principal Balance at such time
and (b) an amount equal to the excess of (i) the aggregate of the minimum
credit support amounts for all Group III Series of Notes at such time over (ii)
the Group III Letter of Credit Amount at such time.
"Group III Series of Notes" has the meaning specified in Article 1 of
this Supplement.
"Group III TFFC Agreements" has the meaning specified in Section
3.1(a)(i) of this Supplement.
"Group III Vehicles" means the Vehicles leased under the Group III
Lease.
"Hawaii Vehicle" means a Group III Vehicle financed by TFFC on or
after the Lease Commencement Date for lease in the State of Hawaii.
"Increase" has the meaning specified in Section 4.2(a) of this
Supplement.
"Increase Date" means the date on which an Increase occurs.
"Initial Invested Amount" means the aggregate initial principal amount
of the Series 2000-2 Note, which is $25,000,000.
"Interest Reset Date" means the first day of the applicable Series
2000-2 Interest Period.
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"Invested Amount" means, with respect to each Series of Notes, the
amount specified in the applicable supplement.
"Isuzu" means Isuzu Motors Limited.
"Late Return Payment" has the meaning specified in Section 12 of the
Group III Master Lease.
"Lease Collateral" has the meaning specified in Section 2(b) of the
Group III Master Lease.
"Lessor-Owned Vehicle" means any Eligible Repurchase Vehicle, Eligible
Non-Repurchase Vehicle, other than a Financed Vehicle, that is acquired by TFFC
and leased by TFFC to any of the Lessees under Annex A to the Group III Master
Lease.
"Losses" means, on any date of determination, the sum of all Series
2000-2 Non-Repurchase Losses and Series 2000-2 Repurchase Losses.
"Manufacturer Receivable" means an amount due from a Manufacturer
under a Repurchase Program in respect of or in connection with a Group III
Repurchase Vehicle being turned back to such Manufacturer.
"Mandatory Decrease" has the meaning specified in Section 4.3(a).
"Market Value Adjustment Percentage" means, with respect to Group III
Non-Repurchase Vehicles, as of any Determination Date following the Series
2000-2 Issuance Date, the excess of (a) 100% over (b) the lower of (i) the
lowest Measurement Month Average with respect to Group III Non-Repurchase
Vehicles, 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 Fair Market Value of Group III Non-Repurchase
Vehicles leased under the Group III 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 such Group III Non-Repurchase Vehicles calculated as of each
such date.
"Master Lease Advance" has the meaning specified in Section 2.1(a) of
the Group III Master Lease.
"Maximum Isuzu/Subaru Percentage" means, with respect to Vehicles
manufactured by Isuzu and Subaru, ten percent (10%) of the Series 2000-2
Maximum Invested Amount.
"Maximum Lease Commitment" means, on any date of determination, the
sum of (i) the maximum face amount of the Series 2000-2 Note, plus (ii) the
Series 2000-2 Available Subordinated Amount on such date, plus the aggregate
Net Book Values of all Group III
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<PAGE> 16
Vehicles leased under the Group III Master Lease as of such date which were
acquired, financed, or refinanced with funds other than proceeds of the Series
2000-2 Note or the Series 2000-2 Available Subordinated Amount, plus (iv) any
amounts held in the Budget Distribution Account that TFFC commits on or prior
to such date to invest in new Group III Vehicles (as evidenced by an Officers'
Certificate of TFFC) in accordance with the terms of the Group III Master Lease
and the Indenture.
"Maximum Mazda/Nissan Percentage" means, with respect to Vehicles
manufactured by Mazda and Nissan, ten percent (10%) of the Series 2000-2 Maximum
Invested Amount.
"Mazda" means Mazda Motor Corporation.
"Measurement Month" with respect to any date, means with respect to
Group III Non-Repurchase Vehicles, each calendar month, or the smallest number
of consecutive calendar months, preceding such date in which (a) at least 250
Group III Non-Repurchase Vehicles were sold at auction or otherwise and (b) at
least one-twelfth of the aggregate Net Book Value of the Group III
Non-Repurchase Vehicles as of the last day of such calendar month or consecutive
calendar months were sold at auction or otherwise; provided, however, that no
calendar month included in a Measurement Month shall be included in any other
Measurement Month.
"Measurement Month Average" means, in the case of Group III
Non-Repurchase Vehicles, with respect to any Measurement Month, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds in respect of all Group III Non-Repurchase Vehicles sold at
auction or otherwise during such Measurement Month and the denominator of which
is the aggregate Net Book Value of such Vehicles on the dates of their
respective sales.
"Minimum Non-Repurchase Credit Support Amount" means, with respect to
the Series 2000-2 Note on any day, the excess of (a) the quotient of (x) a
dollar amount equal to the product of (1) the Aggregate Principal Balance of the
Series 2000-2 Note as of such date, minus the aggregate amount of cash and
Permitted Investments in the Series 2000-2 Collection Account on such date and
(2) the Group III Non-Repurchase Percentage as of such date divided by (y) 100%
minus the Series 2000-2 Minimum Non-Repurchase Credit Support Percentage as of
such day over (b) the dollar amount specified in clause (x) above.
"Minimum Repurchase Credit Support Amount" means, with respect to the
Series 2000-2 Note on any day, the excess of (a) the quotient of (x) a dollar
amount equal to the product of (1) the Aggregate Principal Balance of the Series
2000-2 Note as of such date, minus the aggregate amount of cash and Permitted
Investments in the Series 2000-2 Collection Account on such date and (2) the
Group III Repurchase Percentage as of such date divided by (y) 100% minus the
Series 2000-2 Minimum Repurchase Credit Support Percentage as of such day over
(b) the dollar amount specified in clause (x) above.
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"Monthly Principal Allocation" has the meaning specified in Section
5.5(a).
"Monthly Base Rent" has the meaning specified in Section 9(a) of Annex
A and in Section 6(a) of Annex B to the Group III Master Lease.
"Monthly Supplemental Payment" has the meaning specified in Section
6(b) of Annex B to the Group III Master Lease.
"Moody's" means Moody's Investors Service, Inc.
"Net Book Value" means, with respect to any Group III Vehicle being
leased under the Group III Master Lease (a) as of any date of determination
during the period from the Vehicle Lease Commencement Date for such Group III
Vehicle to but excluding the Determination Date with respect to the Related
Month in which such Vehicle Lease Commencement Date occurs (such Determination
Date, the "Initial Determination Date" for such Group III Vehicle), the
Capitalized Cost of such Group III Vehicle, (b) as of the Initial Determination
Date for such Group III Vehicle, (i) the Capitalized Cost for such Group III
Vehicle minus (ii) the aggregate Depreciation Charges accrued with respect to
such Group III Vehicle through the last day of the Related Month in which the
Vehicle Lease Commencement Date for such Group III Vehicle occurred, or (c) as
of any Determination Date after the Initial Determination Date, (i) the Net Book
Value of such Group III Vehicle as calculated on the immediately preceding
Determination Date minus (ii) the aggregate Depreciation Charges accrued with
respect to such Group III Vehicle during the Related Month (through the last day
thereof), minus, (d) if such Group III Vehicle is a Group III Non-Repurchase
Vehicle which was leased under the Group III Master Lease on the last day of the
Related Month, an amount equal to (i) the amount of Additional Base Rent, if
any, paid (or, prior to the applicable Due Date, payable) on the Due Date
immediately following such Related Month divided by (ii) the number of Group III
Non-Repurchase Vehicles leased under the Group III Master Lease on the last day
of the Related Month. After the Initial Determination Date, on any day which is
not a Determination Date, the Net Book Value of a Group III Vehicle shall be the
Net Book Value calculated for such Group III Vehicle on the most recent
Determination Date.
"Nissan" means Nissan Motor Co.
"Non-Repurchase Fleet Market Value" means, with respect to all Group
III Non-Repurchase Vehicles as of any date of determination, the sum of the
respective Fair Market Values of each Group III Non-Repurchase Vehicles.
"Non-Repurchase Maximum Term" has the meaning specified in Section 3.2
of the Group III Master Lease.
"Non-Repurchase Vehicle Termination Payment" has the meaning specified
in Section 11.3 of the Group III Master Lease.
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"Note Interest Shortfall" with respect to the Series 2000-2 Note, has
the meaning specified in Section 5.4.
"Operating Lease" has the meaning specified in Annex A to the Group
III Master Lease.
"Permitted Investments" means negotiable instruments or securities
maturing on or before the related Distribution Date represented by instruments
in bearer or registered or in book entry form which evidence (i) obligations
the full and timely payment of which is to be made by or is fully guaranteed by
the United States of America; (ii) demand deposits, 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 time of
the investment or 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 and from Moody's of at least P-1, in the case of
certificates of deposit or short-term deposits, or a rating from Standard &
Poor's not lower than AA or from Moody's not lower than Aa3, in the case of
long-term unsecured debt obligations; (iii) commercial paper having, at the
time of the investment or contractual commitment to invest therein, a rating
from Standard & Poor's of at least A-1 and from Moody's of at least P-1; (iv)
demand deposits or time deposits which are fully insured by the Federal Deposit
Insurance Corporation; (v) bankers, acceptances issued by any depositary
institution or trust company described in clause (ii) above; (vi) investments
in money market funds rated AAm or AAmG by Standard & Poor's or otherwise
approved in writing by Standard & Poor's and a comparable rating from Moody's
or otherwise approved in writing by Moody's; (vii) Eurodollar time deposits
having a credit rating from Standard & Poor's of A-1 and from Moody's of at
least P-1; (viii) repurchase agreements involving any of the Permitted
Investments described in clauses (i) and (vii) above and the certificates of
deposit described in clause (ii) above 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 and at least P-1 by
Moody's; and (ix) any other instruments or securities approved in writing by
the Requisite Noteholders or, if any Group III Series of Notes is then being
rated by one or more Rating Agencies, with respect to which the Rating Agencies
confirm in writing that such investment in such instruments or securities will
not adversely affect any ratings with respect to any Group III Series of Notes
or the Commercial Paper Notes (if any).
"Permitted Liens" is defined in Section 29.3 of the Group III Master
Lease.
"Principal Shortfall" has the meaning specified in Section 5.5(a) of
this Supplement.
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"Pro Rata Share" means, with respect to a Lessee, the ratio (expressed
as a percentage) of (i) the aggregate Net Book Value of Group III Vehicles
leased by such Lessee divided by (ii) the aggregate Net Book Value of all Group
III Vehicles leased under the Group III Master Lease.
"Profits" means, for any Related Month, the sum of (without double
counting) (a) the Series 2000-2 Percentage of the aggregate amount, if any, for
all Group III Non-Repurchase Vehicles leased under the Group III Master Lease
that are Lessor-Owned Vehicles and that are disposed of during the Related
Month, by which the Disposition Proceeds (excluding any Series 2000-2
Non-Repurchase Recoveries) related to each such Group III Non-Repurchase
Vehicle exceeds the sum of the Net Book Value for such Group III Non-Repurchase
Vehicle and any amounts due and payable under the Group III Master Lease in
respect of such Group III Vehicle, plus (b) amounts allocated under Section
5.2(c)(y)(iii) hereof.
"Rating Agencies" means, each nationally-recognized rating agency then
currently requested to rate the Series 2000-2 Note or, as the context requires,
any Group III Series of Notes or class thereof.
"Rating Agency Confirmation" means, with respect to the Series 2000-2
Note, written confirmation by (i) the Series 2000-2 Note Purchaser, the
Committed Note Purchaser and the Agent that it has consented to the proposed
action, amendment, waiver or modification and (ii) each Rating Agency then
rating the commercial paper notes issued by the Series 2000-2 Note Purchaser
that the proposed action, amendment, waiver or modification will not result in
the reduction or withdrawal of its rating of such commercial paper notes.
"Recoveries" means, for any Related Month, the sum of Series 2000-2
Repurchase Recoveries and Series 2000-2 Non-Repurchase Recoveries.
"Refinanced Vehicles" has the meaning specified in Section 2.1 of the
Group III Master Lease.
"Refinancing Schedule" has the meaning set forth in Section 2.1 of the
Group III Lease.
"Related Documents" means the collective reference to the documents
referred to in clause (i) of the definition of Related Documents in Schedule 1
to the Base Indenture, the Group III Master Lease and the Series 2000-2 Note
Purchase Agreement.
"Repurchase Program" means a program pursuant to which a Manufacturer
has agreed with a Lessee, Budget or TFFC to repurchase or guarantee the auction
sale price of Group III Vehicles manufactured by it or one of its Affiliates
during a specified time period.
"Repurchase Program Payment Due Date" means, with respect to any
payment due from a Manufacturer or auction dealer in respect of a Group III
Repurchase Vehicle disposed of
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<PAGE> 20
pursuant to the terms of the related Repurchase Program, the thirtieth (30th)
day after the Disposition Date for such Group III Vehicle.
"Required Asset Amount" means with respect to the Series 2000-2 Note,
at any date of determination, the sum of (i) the Invested Amounts for all Group
III Series of Notes that do not provide for Enhancement in the form of
overcollateralization plus (ii) with respect to all Group III Series of Notes
that provide for Enhancement in the form of overcollateralization, the sum of
(a) the Invested Amounts 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.
"Requisite Noteholders" means Series 2000-2 Noteholders holding more
than 50% of the Series 2000-2 Invested Amount.
"Series 2000-2 Accrued Interest Account" has the meaning specified in
Section 5.1(b) of this Supplement.
"Series 2000-2 Aggregate Asset Amount" means, with respect to the
Series 2000-2 Note, for any date of determination, an amount, rounded to the
nearest $100,000, equal to the sum of (a) the Series 2000-2 Invested Percentage
of the sum of (i) the Aggregate Group III Non-Repurchase Asset Amount and (ii)
the Aggregate Group III Repurchase Asset Amount, plus (b) cash and Permitted
Investments on deposit in the Series 2000-2 Collection Account and on deposit
in the Collection Account and Group III Collection Account allocable to the
Series 2000-2 Note.
"Series 2000-2 Asset Amount Deficiency" with respect to the Series
2000-2 Note will occur if, at any time, the Series 2000-2 Required Asset Amount
exceeds the Series 2000-2 Aggregate Asset Amount.
"Series 2000-2 Available Subordinated Amount" means for any date of
determination, the excess of (a) the sum of (i) the Series 2000-2 Available
Subordinated Amount for the preceding Determination Date (or, in the case of
the initial Determination Date, as of the Series 2000-2 Issuance Date), (ii)
the Series 2000-2 Available Subordinated Amount Incremental Recoveries for the
Related Month and (iii) any other additional amounts contributed by TFFC or
Budget to the Series 2000-2 Collection Account or otherwise for allocation to
the Series 2000-2 Available Subordinated Amount since the preceding
Determination Date (or, in the case of the first Determination Date, since the
Series 2000-2 Issuance Date) pursuant to Section 5.2(d)(iv), over (b) the sum
of (i) the Series 2000-2 Available Subordinated Amount Incremental Losses for
the Related Month and (ii) any amounts withdrawn from the Series 2000-2
Collection Account and allocated to the Budget Distribution Account; provided,
however, that the Series 2000-2 Available Subordinated Amount for the period
from the Series 2000-2 Issuance Date to the first Determination Date shall be
$0.
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"Series 2000-2 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 2000-2 Available
Subordinated Amount pursuant to Section 5.2(c) hereof.
"Series 2000-2 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 2000-2
Available Subordinated Amount pursuant to Section 5.2(c) hereof.
"Series 2000-2 Carrying Charges" means, as of any day, (i) 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 TFFC or the Servicer under the Indenture, the Note Purchase
Agreement or the other Related Documents which have accrued with respect to the
Series 2000-2 Note during the Related Month or, in the case of such servicing
fees and in the case of any commitment fees or other fees and expenses that are
calculated in respect of the related Series 2000-2 Interest Period (however
denominated) and arise under the Series 2000-2 Note Purchase Agreement, that
have accrued during the related Series 2000-2 Interest Period, plus (ii)
without duplication, all amounts payable by the Lessees pursuant to Section 14
of the Group III Master Lease which have accrued during the Related Month.
"Series 2000-2 Collateral" has the meaning specified in Section 3.1(b)
of this Supplement.
"Series 2000-2 Collections" means the sum of (a) the Series 2000-2
Invested Percentage of all Group III Collections constituting Group III
Principal Collections and Recoveries and (b) all Series 2000-2 Interest
Collections.
"Series 2000-2 Collection Account" is defined in Section 5.1(a) of
this Supplement.
"Series 2000-2 Credit Support Amount" means, for any date of
determination, the Series 2000-2 Available Subordinated Amount on such date.
"Series 2000-2 Credit Support Deficiency" means, with respect to any
date of determination, either (a) the amount, if any, by which the Series
2000-2 Minimum Credit Support Amount exceeds the Series 2000-2 Credit Support
Amount or (b) as the context requires, that the Series 2000-2 Minimum Credit
Support Amount exceeds the Series 2000-2 Credit Support Amount.
"Series 2000-2 Distribution Account" has the meaning specified in
Section 5.7(a) of this Supplement.
"Series 2000-2 Interest Allocation" has the meaning specified in
Section 5.2(a)(i) of this Supplement.
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<PAGE> 22
"Series 2000-2 Interest Collections" means on any date of
determination, the Series 2000-2 Invested Percentage (as of such date) of the
Group III Interest Collections.
"Series 2000-2 Interest Period" means a period from and including a
Distribution Date to but excluding the next succeeding Distribution Date;
provided, however, that the initial Series 2000-2 Interest Period shall be from
the Series 2000-2 Issuance Date to but excluding the initial Distribution Date
with respect to the Series 2000-2 Notes.
"Series 2000-2 Invested Amount" means, when used with respect to any
date, an amount equal to (a) the Initial Invested Amount minus (b) the amount of
principal payments made to Series 2000-2 Noteholders and Decreases on or prior
to such date minus (c) all Losses allocated to the Series 2000-2 Invested Amount
on or prior to such date plus (d) all Recoveries allocated to the Series 2000-2
Invested Amount on or prior to such date plus (e) all Increases on or prior to
such date.
"Series 2000-2 Invested Percentage" means, on any date of
determination:
(i) when used with respect to Principal Collections during the
Series 2000-2 Revolving Period and when used with respect to Losses,
Recoveries, cash on deposit in the Collection Account 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 Series 2000-2
Invested Amount and (y) the Series 2000-2 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
2000-2 Issuance 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 2000-2 Issuance 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 respect to Principal Collections (for
all Group III 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 III
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 2000-2 Rapid Amortization Period, the percentage equivalent
of a fraction, the numerator of which shall be an amount equal to the
sum of (x) the Series 2000-2 Invested Amount and (y) the Series 2000-2
Available Subordinated Amount, in each case as of the end of the Series
2000-2 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
III Series of Notes including all classes of such Series of Notes) and
(ii) available
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<PAGE> 23
subordinated amount percentages for allocations with respect to
Principal Collections (for all Group III Series of Notes that provide
for credit enhancement in the form of overcollateralization).
(iii) when used with respect to Group III Interest
Collections, the percentage equivalent of a fraction the numerator of
which shall be the Accrued Amounts with respect to the Series 2000-2
Notes on such date of determination and the denominator of which shall
be the aggregate Accrued Amounts with respect to the Group III Series
of Notes on such date of determination.
"Series 2000-2 Investor Monthly Servicing Fee" means, on any
Distribution Date, one-twelfth of 1.0% of the Series 2000-2 Invested Amount as
of the preceding Distribution Date (or, in the case of the initial Distribution
Date, the Series 2000-2 Issuance Date).
"Series 2000-2 Issuance Date" means June 29, 2000.
"Series 2000-2 Limited Liquidation Event of Default" means, so long as
such event or condition continues, (a) any event or condition of the type
specified in Section 6(a) of this Supplement that continues for thirty (30)
days (without double counting the one (1) Business Day cure period provided for
in said Section 6(a)); provided, however, that such event or condition shall
not constitute a Series 2000-2 Limited Liquidation Event of Default if (i)
within such thirty (30) day period, TFFC or Budget shall have contributed a
portion of the Budget Interest to the Series 2000-2 Available Subordinated
Amount sufficient to cure the Series 2000-2 Credit Support Deficiency and (ii)
the Requisite Noteholders shall have consented to such cure in writing or (b)
all principal and interest of the Series 2000-2 Note is not paid in full on or
before the Series 2000-2 Termination Date.
"Series 2000-2 Maximum Invested Amount" shall have the meaning set
forth in Section 4.1 hereof.
"Series 2000-2 Minimum Credit Support Amount" means, as of any date,
the sum of (a) the Minimum Non-Repurchase Credit Support Amount on such date
plus (b) the Minimum Repurchase Credit Support Amount on such date.
"Series 2000-2 Monthly Supplemental Servicing Fee" means, on any
Distribution Date, the product of (a) the Supplemental Servicing Fee accrued on
such date and (b) a fraction, the numerator of which shall be the Series 2000-2
Invested Amount on such Distribution Date and the denominator of which shall be
the sum (without duplication) of (i) the aggregate of the invested amounts for
all outstanding Series of Notes (including non-segregated Series) on such
Distribution Date plus (ii) the aggregate of all Budget Interest Amounts
(including available subordinated amounts, if any) for all outstanding Series of
Notes (including non-segregated Series).
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<PAGE> 24
"Series 2000-2 Minimum Non-Repurchase Credit Support Percentage"
means, with respect to any date of determination, the sum of (a) 15% and (b)
the Market Value Adjustment Percentage for Group III Non-Repurchase Vehicles as
of the most recent Determination Date.
"Series 2000-2 Minimum Repurchase Credit Support Percentage" means,
with respect to any date of determination, 9.5%.
"Series 2000-2 Non-Repurchase Losses" means, with respect to any
Related Month, an amount equal to the sum of (without duplication) (a)
aggregate amount of payments in respect of Monthly Base Rent and Additional
Base Rent that have become due to the Lessor under the Group III Master Lease
in respect of Group III Non-Repurchase Vehicles that are not paid to TFFC or
the Trustee prior to the expiration of the respective grace periods, if any,
provided for in the Group III Master Lease for the making of such payments, but
only if such grace periods, if any, expire (or, with respect to any payment for
which there is no grace period, only if such payment is due) during such
Related Month, and (b) the excess, if any, of (i) for all Group III
Non-Repurchase Vehicles that are Lessor-Owned Vehicles and that are disposed of
during the Related Month, the aggregate amount, if any, by which the Net Book
Values of each such Group III Non-Repurchase Vehicle, calculated as of the
dates of the respective sale or final disposition thereof, exceeds the sum of
(x) the Disposition Proceeds related to such Group III Non-Repurchase Vehicle,
(y) all Non-Repurchase Vehicle Termination Payments that have accrued with
respect to such Group III Non-Repurchase Vehicle, and (z) the aggregate of all
other amounts due and unpaid under the Group III Master Lease as of the end of
the Related Month with respect to such Group III Non-Repurchase Vehicle, over
(ii) all Profits on all Group III Non-Repurchase Vehicles that are Lessor-Owned
Vehicles and that are disposed of during such Related Month.
"Series 2000-2 Non-Repurchase Recoveries" means, with respect to any
Related Month, the sum of (without duplication) all amounts received during
such Related Month by TFFC or the Trustee (including deposits into the
Collection Account) from any source (other than Enhancement) in respect of
Series 2000-2 Non-Repurchase Losses, as determined by the Servicer consistent
with its methods of tracking and allocating to vehicles and Series, Disposition
Proceeds, Guaranteed Payments, Repurchase Prices, insurance proceeds and other
proceeds of such Group III Vehicles.
"Series 2000-2 Noteholder" means a Person in whose name the Series
2000-2 Note is registered in the Note Register.
"Series 2000-2 Note Interest" means, with respect to any Distribution
Date, the sum of the Daily Interest Amounts for each day in the related Series
2000-2 Interest Period, plus all previously accrued and unpaid Series 2000-2
Note Interest (together with interest on such unpaid amounts, to the extent
permitted by law, at the Series 2000-2 Note Rate), plus all accrued Series
2000-2 Carrying Charges due to the Series 2000-2 Noteholders in respect of such
Series 2000-2
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<PAGE> 25
Interest Period (or any prior Series 2000-2 Interest Period) and unpaid as of
such Distribution Date.
"Series 2000-2 Note Purchase Agreement" means the Series 2000-2 Note
Purchase Agreement, dated as of June 29, 2000, among TFFC, as borrower, Budget,
as servicer, Twin Towers, Inc., as Series 2000-2 Note Purchaser, Deutsche Bank
AG, New York Branch, as Committed Note Purchaser and Deutsche Bank AG, New York
Branch, as Agent, as such agreement may be amended, supplemented, amended and
restated or otherwise modified from time in accordance with the terms thereof.
"Series 2000-2 Note Rate" means, for any Series 2000-2 Interest
Period, the weighted average of the CP Rates for the portion of the Series
2000-2 Invested Amount comprised of the CP Tranche and the weighted average of
the Eurodollar Rates applicable to the portion of the Series 2000-2 Invested
Amount comprised of the Eurodollar Tranche and the weighted average of the Base
Rates applicable to the portion of the Series 2000-2 Invested Amount comprised
of the Base Rate Tranche; provided, however, that the Series 2000-2 Note Rate
will in no event be higher than the maximum rate permitted by applicable law.
"Series 2000-2 Note" means the Variable Funding Rental Car Asset
Backed Note executed by TFFC and authenticated and delivered by or on behalf of
the Trustee, substantially in the form of Exhibit A. A definitive Series 2000-2
Note shall have such insertions and deletions as are necessary or appropriate
to give effect to the provisions of Section 2.18 of the Base Indenture.
"Series 2000-2 Principal Allocation" shall mean, on any date, the
amount allocated to Series 2000-2 Collections pursuant to clause (a) of the
definition thereof.
"Series 2000-2 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
2000-2 Note and ending upon the earlier to occur of (i) the date on which the
Series 2000-2 Note is fully paid and (ii) the termination of the Indenture.
"Series 2000-2 Repurchase Losses" means, with respect to any Related
Month, the sum of (without duplication) (a) the aggregate amount of payments in
respect of Monthly Base Rent, Additional Base Rent, and Monthly Supplemental
Payments that have become due to the Lessor under the Group III Master Lease in
respect of Group III Repurchase Vehicles that are not paid to TFFC or the
Trustee prior to the expiration of the respective grace periods, if any,
provided for in the Group III Master Lease for the making of such payments, but
only if such grace periods, if any, expire (or, with respect to any payment for
which there is no grace period, only if such payment is due) during such
Related Month, (b) the amounts owed by each Manufacturer under an Eligible
Repurchase Program with respect to Group III Repurchase Vehicles that are
Lessor-Owned Vehicles or with respect to Eligible Receivables, to the extent,
in either case, that any such amount remains unpaid after 90 days from the
Turnback Date for the related Group III Vehicle,
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but only if such 90-day period expires during such Related Month and (c) the
amounts owed by each Auction Dealer in connection with an Eligible Repurchase
Program with respect to Group III Repurchase Vehicles that are Lessor-Owned
Vehicles, to the extent that any such amount remains unpaid more than 10 days
after the sale of the related Vehicle, but only if such 10-day period expires
during such Related Month.
"Series 2000-2 Repurchase Recoveries" means, with respect to any
Related Month, the sum of (without duplication) all amounts received during
such Related Month by TFFC or the Trustee (including deposits into the
Collection Account) from any source (other than Enhancement) in respect of
Series 2000-2 Repurchase Losses, as determined by the Servicer consistent with
its methods of tracking and allocating to vehicles and Series, Disposition
Proceeds, Guaranteed Payments, Repurchase Prices, insurance proceeds and other
proceeds of such Group III Vehicles.
"Series 2000-2 Required Asset Amount" means, at any time, the quotient
of (a) the Aggregate Principal Balance of the Series 2000-2 Notes at such time
divided by (b) an amount equal to (i) one hundred percent minus (ii) the
Enhancement Percentage at such time.
"Series 2000-2 Revolving Period" means the period from and including
the Series 2000-2 Issuance Date to the commencement of the Series 2000-2 Rapid
Amortization Period.
"Series 2000-2 Termination Date" means the earlier of (i) the date on
which all Advances are repaid and (ii) the September 2001 Distribution Date.
"Servicer" means Budget Group, Inc. or any successor servicer
hereunder.
"Subaru" means Subaru of America, Inc.
"Termination Payments" has the meaning specified in Section 11.3 of
the Group III Master Lease.
"Termination Value" means, with respect to any Group III Vehicle, as
of any date, an amount equal to (i) the Capitalized Cost of such Group III
Vehicle minus (ii) all Depreciation Charges accrued with respect to such Group
III Vehicle prior to such date.
"Texas Vehicle" means a Group III Vehicle financed by TFFC on or after
the Lease Commencement Date for lease in the State of Texas.
"TFFC Agreements" means the collective reference to the documents
referred to in clause (i) of the definition of TFFC Agreements in Schedule 1 to
the Indenture and the Group III TFFC Agreements.
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"TFFC Obligations" means all principal and interest, at any time and
from time to time, owing by TFFC on the Series 2000-2 Note and all costs, fees
and expenses payable by, or obligations of, TFFC under the Indenture and the
Related Documents.
"Turnback Date" means, with respect to any Group III Repurchase
Vehicle, the date on which such Group III Vehicle is accepted for return by a
Manufacturer or its agent pursuant to its Repurchase Program and the
Depreciation Charges cease to accrue pursuant to its Repurchase Program.
"Vehicle Lease Commencement Date" has the meaning specified in Section
3.2 of the Group III Master Lease.
"VFR" with respect to the Group III Master Lease, is defined in
Paragraph 9 of Annex A to the Group III Master Lease and in Paragraph 6 of
Annex B to the Group III Master Lease.
"Voluntary Decrease" has the meaning specified in Section 4.3(b).
ARTICLE 3
SECURITY; REPORTS; COVENANT
Section 3.1 Grant of Security Interest.
(a) To secure the Group III Series of Notes and the TFFC Obligations,
TFFC hereby pledges, assigns, conveys, delivers, transfers and sets over to the
Trustee, for the benefit of the Group III Noteholders and the holder of the
Budget Interest (the Group III Noteholders and the holder of the Budget
Interest being referred to in this Section 3.1 as the "Secured Parties"), and
hereby grants to the Trustee, for the benefit of the Secured Parties, a
security interest in all of TFFC's right, title and interest in and to all of
the following assets, property and interests of TFFC (other than as specified
below) whether now owned or hereafter acquired or created (all of the foregoing
being referred to as the "Group III Collateral"):
(i) the rights of TFFC under the Group III Master Lease
(including rights against any guarantor of obligations of the Lessees
thereunder) and any other agreements relating to the Group III Vehicles
to which TFFC is a party other than the Repurchase Programs
(collectively, the "Group III TFFC Agreements"), including, without
limitation, all monies due and to become due to TFFC from Budget and
the Lessees under or in connection with the Group III TFFC Agreements,
whether payable as rent, guaranty payments, fees, expenses, costs,
indemnities, insurance recoveries, damages for the breach of any of the
Group III TFFC Agreements or otherwise, and all rights, remedies,
powers, privileges and claims of TFFC against any other party under or
with respect to the Group III TFFC Agreements (whether arising pursuant
to the terms of such Group III TFFC Agreements or otherwise available
to TFFC at law or in equity), including the right to enforce any of
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the Group III TFFC Agreements as provided in the Indenture and to give
or withhold any and all consents, requests, notices, directions,
approvals, extensions or waivers under or with respect to the Group
III TFFC Agreements or the obligations of any party thereunder;
(ii) (A) all Group III Repurchase Vehicles owned by TFFC or
the Lessees as of the Series 2000-2 Issuance Date and all Group III
Repurchase Vehicles acquired by TFFC or the Lessees or refinanced by
TFFC during the term of the Indenture, and all Certificates of Title
with respect to such Group III Vehicles, (B) all Group III
Non-Repurchase Vehicles owned by TFFC or the Lessees as of the Series
2000-2 Issuance Date and all Group III Non-Repurchase Vehicles
acquired, financed or refinanced by TFFC during the term of the
Indenture, and all Certificates of Title with respect to such Group III
Vehicles, (C) all Liens and property from time to time purporting to
secure payment of any of the obligations or liabilities of the Lessees
or Budget arising under or in connection with the Group III Master
Lease, together with all financing statements filed in favor of, or
assigned to, TFFC describing any collateral securing such obligations
or liabilities, and (D) all guarantees, insurance and other agreements
or arrangements of whatever character from time to time supporting or
securing payment of such obligations and liabilities of the Lessees or
Budget pursuant to the Group III Master Lease;
(iii) all right, title and interest of TFFC in, to and under
any Repurchase Programs relating to, and all monies due and to become
due in respect of, the Group III Repurchase Vehicles purchased from the
Manufacturers under or in connection with the Repurchase Programs
whether payable as Group III Repurchase Vehicle repurchase prices or
guaranteed payments, auction sale prices, fees, expenses, costs,
indemnities, insurance recoveries, damages for breach of the Repurchase
Programs or otherwise;
(iv) (A) the Collection Account and the Group III Collection
Account, (B) all funds on deposit therein allocable to Group III
Vehicles from time to time, (C) all certificates and instruments, if
any, representing or evidencing any or all of the Collection Account
and the Group III Collection Account or the funds on deposit therein
allocable to Group III Vehicles from time to time, and (D) all
Permitted Investments made at any time and from time to time with the
moneys allocable to Group III Vehicles in the Collection Account or the
Group III Collection Account (including in each case income thereon),
including, without limitation, any and all accounts, certificates,
instruments and investments constituting "investment property" as
defined in the UCC as in effect from time to time in the State of New
York; and
(v) all proceeds 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, but not including (for the
avoidance of doubt) payments under consumer rental agreements;
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provided, however, the Group III Collateral shall not include (x) any Excluded
Payments or (y) the Budget 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 Budget 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 moneys in the Budget Distribution Account (including
the income thereon).
(b) To further secure the TFFC Obligations with respect to the
Series 2000-2 Note (but not any other Series of Notes), TFFC hereby pledges,
assigns, conveys, delivers, transfers and sets over to the Trustee for the
benefit of the Series 2000-2 Noteholders (but not any other Series of Notes),
and hereby grants to the Trustee for the benefit of the Series 2000-2
Noteholders, a security interest in all of TFFC's right, title and interest in
and to all of the following assets, property and interests in property, whether
now owned or hereafter acquired or created (all of the foregoing being referred
to as the "Series 2000-2 Collateral"):
(i) the Series 2000-2 Collection Account and the Series
2000-2 Distribution Account;
(ii) all funds on deposit in the Series 2000-2 Collection
Account and the Series 2000-2 Distribution Account from time to time;
(iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2000-2 Collection
Account and the Series 2000-2 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 moneys in the Series 2000-2 Collection Account or the
Series 2000-2 Distribution Account; and
(v) all proceeds of any and all of the foregoing,
including, without limitation, cash.
(c) The Trustee, on behalf of the Group III Noteholders or the
Series 2000-2 Noteholders, as applicable, 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 Series 2000-2 Noteholders or, as applicable, the Group III Noteholders may
be adequately and effectively protected. The Group III Collateral shall secure
the Notes included in the Group III Series of Notes. The Series 2000-2
Collateral shall secure the Series 2000-2 Note.
Section 3.2 Reports. Not later than the second business Day
immediately preceding each Distribution Date, the Servicer shall furnish to the
Trustee and each Series 2000-2 Noteholder a Monthly Servicer's Certificate and a
Fleet Report with respect to the Group III Collateral.
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ARTICLE 4
INITIAL ISSUANCE AND INCREASES AND DECREASES OF
Series 2000-2 INVESTED AMOUNT OF Series 2000-2 NOTE
Section 4.1. Issuance in Definitive Form. Pursuant to Section 2.18 of
the Base Indenture, TFFC hereby consents to the issuance of the Series 2000-2
Note in the form of a Definitive Note. The Series 2000-2 Note shall be sold
pursuant to the Series 2000-2 Note Purchase Agreement in reliance on an
exemption from the registration requirements of the Securities Act, and shall be
issued in the form of one or more Definitive Notes, in fully registered form
without interest coupons, substantially in the form attached hereto as Exhibit
A, with such legends as may be applicable thereto, duly executed by TFFC and
authenticated by the Trustee as provided in Section 2.4 of the Base Indenture,
in an aggregate stated principal amount of up to $88,200,000 (the "Series 2000-2
Maximum Invested Amount").
Section 4.2 Procedure for Increasing the Invested Amount.
(a) Subject to satisfaction of the conditions precedent set forth
in subsection (b) of this Section 4.2 (as evidenced by an Officer's Certificate
of the Servicer delivered to the Trustee), on the Series 2000-2 Issuance Date,
TFFC may issue the Series 2000-2 Note in the stated amount described in Section
4.1, the initial aggregate principal amounts of which will be equal to the
Initial Invested Amount. Such Series 2000-2 Note shall be issued to the Agent,
as agent for the Series 2000-2 Note Purchaser and the Committed Note Purchaser.
On the Series 2000-2 Issuance Date and thereafter on each Increase Date during
the Revolving Period, TFFC may, upon request by Budget under the Group III
Master Lease and upon not less than one Business Day's prior written notice by
TFFC to the Agent (such notice specifying the applicable Increase Date),
increase the Series 2000-2 Invested Amount (each such increase referred to as an
"Increase") by issuing, at par, additional Series 2000-2 Invested Amount of the
Series 2000-2 Note in amounts that satisfy the following requirements: (i) the
portion of the Increase represented by additional Series 2000-2 Invested Amount
shall be such that the Series 2000-2 Credit Support Amount shall at least equal
the Series 2000-2 Minimum Credit Support Amount after giving effect to such
Increase in the Series 2000-2 Invested Amount and the application of the
proceeds thereof to leasing Group III Vehicles; and (ii) no Series 2000-2 Asset
Amount Deficiency will result from such Increase. Satisfaction of the above
conditions shall be evidenced by the delivery of a certificate from the Servicer
to such effect. Proceeds from any Increase shall be deposited into the Series
2000-2 Collection Account and allocated in accordance with Article 5 hereof.
Upon each Increase, the Trustee shall, or shall cause the Note Registrar to,
indicate in the Note Register such Increase.
(b) The Series 2000-2 Invested Amount may be increased pursuant to
subsection (a) above only upon satisfaction of each of the following conditions
(as evidenced by an Officers' Certificate delivered by TFFC to the Trustee) with
respect to each proposed Increase:
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(i) The amount of such Increase shall be equal to or
greater than $100,000;
(ii) After giving effect to such Increase, the Series
2000-2 Invested Amount shall not exceed the Series 2000-2 Maximum
Invested Amount;
(iii) There shall not then exist, nor shall such Increase
result in the occurrence of, (x) an Amortization Event, a Liquidation
Event of Default or a Series 2000-2 Limited Liquidation Event of
Default, or (y) an event or occurrence, which, with the passing of time
or the giving of notice thereof, or both, would become an Amortization
Event, a Liquidation Event of Default or a Series 2000-2 Limited
Liquidation Event of Default;
(iv) All conditions precedent (1) to the acquisition of
additional Group III Vehicles under the Group III Master Lease and (2)
to the making of Advances under the Series 2000-2 Note Purchase
Agreement shall have, in each case, been satisfied;
(v) TFFC (with respect to Lessor-Owned Vehicles) or the
applicable Lessee (with respect to Financed Vehicles) shall have good
and marketable title to each Group III Vehicle purchased by it with the
proceeds of the Series 2000-2 Note, free and clear of all Liens and
encumbrances, other than any Permitted Liens. Each Repurchase Program
shall be in full force and effect, and shall be enforceable against the
related Manufacturer in accordance with its terms;
(vi) Each Lessee shall have granted to TFFC, for the
benefit of the Trustee, and TFFC shall have granted to the Trustee, in
each case for the benefit of the Series 2000-2 Noteholders, a first
priority security interest in all Group III Vehicles now or hereafter
purchased, financed or refinanced by TFFC with the proceeds of the
Series 2000-2 Note or with any contributions of capital made by Budget
in favor of TFFC;
(vii) TFFC shall have granted to the Trustee a first
priority security interest in its right, title and interest in and to
the Group III Master Lease, the Group III Collateral and the Series
2000-2 Collateral;
(viii) The Trustee shall have received a copy of each
Repurchase Program under which Group III Vehicles will be or have been
purchased and are proposed to be included in the Aggregate Asset Amount
and an Officer's Certificate, dated the Series 2000-2 Issuance Date,
and duly executed by an Authorized Officer of TFFC, certifying that
each such copy is true, correct and complete as of the Series 2000-2
Issuance Date;
(ix) All representations and warranties set forth in
Article 7 of the Base Indenture and in Section 27 of the Group III
Master Lease shall be true and correct on and as of the date of such
Increase as if made on and with respect to the date of such Increase;
and
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(x) With respect to the initial Increase only, the
Servicer shall have calculated the Series 2000-2 Available Subordinated
Amount and the Trustee shall have confirmed receipt of such written
calculation.
Section 4.3 Decreases.
(a) Mandatory Decreases. Whenever the Series 2000-2 Credit Support
Amount is less than the Series 2000-2 Minimum Credit Support Amount, TFFC shall
pay down the Series 2000-2 Invested Amount of the Series 2000-2 Note by the
amount necessary, so that after giving effect to all Decreases of the Series
2000-2 Invested Amount on such Distribution Date, no such deficiency shall exist
(each reduction of the Series 2000-2 Invested Amount pursuant to this Section
4.3(a), a "Mandatory Decrease"). Upon such discovery, TFFC shall deliver notice
of any such Mandatory Decreases to the Trustee.
(b) Voluntary Decreases. Upon at least one Business Day's prior
irrevocable notice to the Lender and the Trustee in writing, TFFC may
voluntarily prepay all or a portion of the Series 2000-2 Invested Amount in
accordance with the procedures set forth herein (including, without limitation,
in Section 5.5(c) hereof) and, as applicable, in the Series 2000-2 Note Purchase
Agreement (each reduction of the Series 2000-2 Invested Amount pursuant to this
Section 4.3(b), a "Voluntary Decrease"); provided, that all voluntary Decreases
pursuant to this Section 4.3(b) shall be allocated such that (1) the Series
2000-2 Credit Support Amount after giving effect to such Decrease is not less
than the Series 2000-2 Minimum Credit Support Amount. Each such Decrease shall
be in a minimum principal amount of $100,000.
(c) Upon receipt by a Responsible Officer of the Trustee of
written notice that a Decrease has been completed, the Trustee shall, or shall
cause the Note Registrar to, indicate in the Note Register such Decrease. The
amount of any Decrease shall not exceed the amount on deposit in the Series
2000-2 Collection Account and available for distribution to Series 2000-2
Noteholders in respect of principal on the Series 2000-2 Note on the date
specified in the related notice of Decrease referred to in clauses (a) and (b)
above, as applicable.
ARTICLE 5
Series 2000-2 ALLOCATIONS
Any provisions of Article 5 of the Base Indenture which allocate and apply
Collections shall continue to apply irrespective of the issuance of the Series
2000-2 Note. Sections 5.1 through 5.5 of the Base Indenture shall be read in
their entirety as provided in the Base Indenture, provided that for purposes of
the Series 2000-2 Note, clause (d) of Section 5.2 of the Base Indenture shall be
modified, as it applies to the Series 2000-2 Note, as permitted by Section
12.1(f) of the Base Indenture and shall read as follows:
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(d) Sharing Collections. To the extent that Principal Collections
that are allocated to the Series 2000-2 Note on a Distribution Date are not
needed to make payments of principal to Series 2000-2 Noteholders or required to
be deposited in the Series 2000-2 Distribution Account on such Distribution
Date, such Principal Collections may, at the written direction of the Servicer,
be applied to cover principal payments due to or for the benefit of Noteholders
of other Group III Series of Notes. Any such reallocation will not result in a
reduction of the Aggregate Principal Balance or Invested Amount of the Series
2000-2 Note.
In addition, for purposes of Section 5.2(a) of the Base Indenture, the
Servicer, in its capacity as such under the Group III Master Lease, shall (to
the extent practicable) cause all Collections allocable to Group III Collateral
in accordance with the Indenture to be paid directly into the Collection Account
and all Collections allocable to the Series 2000-2 Collateral to be paid
directly into the Series 2000-2 Collection Account.
Article 5 of the Base Indenture (except for Sections 5.1 through 5.5
thereof, subject to the proviso in the first paragraph of this Article 5 and
subject to the immediately preceding sentence) shall read in its entirety as
follows and shall be applicable only to the Series 2000-2 Note:
Section 5.1 Establishment of the Group III Collection Account, Series
2000-2 Collection Account and Series 2000-2 Accrued Interest Account.
(a) The Trustee acknowledges that it has established and maintains
a segregated trust account for the benefit of holders of Notes from the Group
III Series of Notes (the "Group III Collection Account"). The Trustee will also
establish and maintain a segregated trust account for the benefit of the Series
2000-2 Noteholders (the "Series 2000-2 Collection Account"). Amounts on deposit
in the Group III Collection Account and the Series 2000-2 Collection Account
shall be invested in accordance with Sections 5.1(d) and (f) of the Base
Indenture.
(b) The Trustee will establish and maintain an administrative
sub-account within the Series 2000-2 Collection Account (such sub-account, the
"Series 2000-2 Accrued Interest Account").
(c) All Group III Collections shall initially be deposited into
the Collection Account and, on each Business Day, shall be allocated to and
deposited in the Group III Collection Account.
(d) All Group III Collections that are deposited on any Business
Day in the Group III Collection Account and that are Series 2000-2 Collections
shall on each such Business Day be allocated to and deposited in the Series
2000-2 Collection Account. All amounts received in respect of the Series 2000-2
Collateral shall be allocated to and deposited in the Series 2000-2 Collection
Account.
(e) Any amounts in the Group III Collection Account not allocated
to the Series 2000-2 Collection Account or another series-specific collection
account under the supplements for the
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other Group III Series of Notes shall be allocated by the Trustee at the written
direction of the Servicer to the Budget Distribution Account in an amount equal
to (x) the applicable Budget Interest Percentage (as of such date) of the
aggregate amount of Group III Collections that are Principal Collections
received on such date, minus (y) any amounts, other than Servicing Fees, which
have been withheld by the Master Servicer pursuant to Section 5.2(c) of the Base
Indenture to the extent such amounts withheld under Section 5.2(c) of the Base
Indenture represent all or part of the Budget Interest Amount; and
Section 5.2 Allocations with Respect to the Series 2000-2 Note. The
proceeds from the sale of the Series 2000-2 Note , together with any funds
deposited with TFFC by Budget, in its capacity as the Budget Interestholder,
will initially be delivered by or on behalf of TFFC to the Trustee in the Series
2000-2 Collection Account. On each Business Day on which Collections or the
proceeds of any Increase are deposited into the Group III Collection Account and
allocated to the Series 2000-2 Collection Account or deposited in the Series
2000-2 Collection Account (each such date, a "Deposit Date"), the Servicer will
direct the Trustee in writing to allocate all amounts allocated to or deposited
in the Series 2000-2 Collection Account in accordance with the provisions of
this Section 5.2.
(a) Allocations During the Revolving Period. During the Series
2000-2 Revolving Period, the Servicer will direct the Trustee in writing to
allocate, prior to 1:00 p.m. (New York City time) on each Deposit Date, all
amounts deposited into the Series 2000-2 Collection Account as set forth below:
(i) allocate to the Series 2000-2 Accrued Interest Account,
from the Series 2000-2 Interest Collections received on such date, an
amount, as stated in such Servicer direction, equal to the Series
2000-2 Note Interest and all other Series 2000-2 Carrying Charges
accrued and unpaid as of such date less any funds on deposit on such
date in the Series 2000-2 Accrued Interest Account (the "Series 2000-2
Interest Allocation"); provided, however, that if on any Deposit Date
the Series 2000-2 Interest Collections allocated to the Series 2000-2
Collection Account on such date exceed the Series 2000-2 Interest
Allocation as of such date, then the amount of such excess shall be
retained on deposit in the Series 2000-2 Collection Account and shall
be available on such Deposit Date for application in accordance with
clauses (ii) through (v) below;
(ii) to the extent a Mandatory Decrease is required under
Section 4.3(a), allocate to the Series 2000-2 Distribution Account for
the payment of the Series 2000-2 Invested Amount, the amount, as stated
in such Servicer direction, necessary for such Mandatory Decrease;
(iii) make available to TFFC an amount, as stated in such
Servicer direction, equal to any Master Lease Advances that are in
accordance with the requirements of and conditions precedent under the
Group III Master Lease;
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(iv) allocate to the Series 2000-2 Distribution Account
the amount, as stated in such Servicer direction, of any Voluntary
Decreases in the Series 2000-2 Invested Amount to be made in accordance
with Section 4.3(b) hereof;
(v) the amounts remaining in the Series 2000-2 Collection
Account on such Deposit Date after application pursuant to clauses (i),
(ii), (iii) and (iv) above shall be retained on deposit and shall be
available on such Deposit Date and/or on future Deposit Dates for
application in accordance with this Section 5.2 or otherwise in
accordance with this Article 5.
(b) Allocations During the Series 2000-2 Rapid Amortization
Period. During the Series 2000-2 Rapid Amortization Period, the Servicer will
direct the Trustee in writing to allocate all Series 2000-2 Collections prior to
1:00 p.m. (New York City time) on any Deposit Date, as set forth below:
(i) allocate to the Series 2000-2 Accrued Interest Account the
Series 2000-2 Interest Allocation as of such date; provided, however,
that if on any Deposit Date the Series 2000-2 Interest Collections
allocated to the Series 2000-2 Collection Account on such date exceed
the Series 2000-2 Interest Allocation as of such date, then the amount
of such excess shall be retained on deposit in the Series 2000-2
Collection Account and shall be available on such Deposit Date for
application in accordance with clauses (ii) through (v) below;
(ii) allocate to the Series 2000-2 Collection Account an
amount equal to the Series 2000-2 Principal Allocation for such day,
which amount shall be used to make principal payments in respect of the
Series 2000-2 Note; and
(c) Additional Allocations for All Periods. The Servicer will
direct the Trustee in writing to allocate the amounts set forth below as
follows:
(x) Monthly, for each Distribution Date, allocate to the
Series 2000-2 Note an amount, as stated in such Servicer direction,
equal to the Series 2000-2 Invested Percentage (as of such date) of the
aggregate amount of Series 2000-2 Non-Repurchase Losses and Series
2000-2 Repurchase Losses for the Related Month in the following manner:
(i) First, reduce the Series 2000-2 Available
Subordinated Amount by the amount of such Losses until the
Series 2000-2 Available Subordinated Amount has been reduced
to zero; and
(ii) Second, any such Losses remaining after
making the allocations, withdrawals and claims under clause
(i) above will be allocated, as stated in such Servicer
direction, to reduce the Series 2000-2 Invested Amount.
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(y) Monthly, for each Distribution Date, allocate to the
Series 2000-2 Note an amount, as stated in such Servicer direction,
equal to the Series 2000-2 Invested Percentage (as of such date) of the
aggregate amount of Series 2000-2 Repurchase Recoveries and Series
2000-2 Non-Repurchase Recoveries for the Related Month in the following
manner:
(i) First, allocate all such Recoveries to
reinstate the Series 2000-2 Invested Amount, to the extent the
Series 2000-2 Invested Amount has been reduced pursuant to
Section 5.2(c)(x)(ii) above;
(ii) Second, allocate all remaining Recoveries
after making the allocations in clause (i) above up to the
amount, as stated in such Servicer direction, necessary to
reinstate the Series 2000-2 Available Subordinated Amount to
the Series 2000-2 Required Subordinated Amount; and
(iii) Third, the remainder of such Recoveries
after making the allocations in (i) and (ii) above shall
constitute Profits of TFFC.
(d) Allocation Adjustments. Notwithstanding the foregoing
provisions of this Section 5.2:
(i) provided the Series 2000-2 Rapid Amortization Period
has not commenced, amounts retained in the Series 2000-2 Collection
Account that are not required to make payments under the Series 2000-2
Note pursuant hereto may, as and to the extent permitted in the related
Supplements, be used to pay the principal amount of other Group III
Series of Notes that are then in amortization and, after such payment,
any remaining funds may, at TFFC's option, be (A) used to finance,
refinance or acquire Group III Vehicles, to the extent Eligible
Vehicles have been requested by any of the Lessees under the Group III
Master Lease or (B) transferred, on any Distribution Date, to the
Budget Distribution Account, to the extent that the Budget Interest
Amount equals or exceeds zero after giving effect to such payment and
so long as no Series 2000-2 Credit Support Deficiency or Series 2000-2
Asset Amount Deficiency exists or would result from such transfer;
provided, however, that funds remaining after the application of such
funds to the payment of the principal amount of other Group III Series
of Notes that are in amortization and to the financing, refinancing or
acquisition of Group III Vehicles may be transferred to the Budget
Distribution Account on a day other than a Distribution Date if the
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 Servicer, on the next
Distribution Date. Funds in the Budget Distribution Account shall, at
the option of TFFC, be available to finance, refinance or acquire Group
III Vehicles, to the extent Eligible
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<PAGE> 37
Vehicles have been requested by any of the Lessees under the Group III
Master Lease, or for distribution to the Budget Interestholder;
(ii) in the event that the Servicer is not Budget or an
Affiliate of Budget or if a Servicer Default has occurred and is
continuing, the Servicer shall not be entitled to withhold any amounts
pursuant to Section 5.2(c) of the Base Indenture and the Trustee shall
deposit amounts payable to Budget in the Collection Account pursuant to
the provisions of Section 5.2 of the Base Indenture on each Deposit
Date;
(iii) any amounts withheld by the Servicer and not
deposited in the Collection Account pursuant to Section 5.2(c) of the
Base Indenture shall be deemed to be deposited in the Collection
Account and allocated to the Group III Collection Account and the
Series 2000-2 Collection Account, as applicable, on the date such
amounts are withheld for purposes of determining the amounts to be
allocated pursuant to this Section 5.2;
(iv) TFFC may, from time to time in its sole discretion,
increase the Series 2000-2 Available Subordinated Amount by (A) (x)
transferring funds to the Series 2000-2 Collection Account or (y)
allocating to the Series 2000-2 Available Subordinated Amount Eligible
Vehicles theretofore allocated to the Budget Interest, and (B)
delivering to the Servicer and the Trustee an Officers' Certificate
setting forth the amount of such transferred funds or the Net Book
Value of such Eligible Vehicles, as the case may be, stating that such
transferred funds or Eligible Vehicles, as applicable, shall be
allocated to the Series 2000-2 Available Subordinated Amount and, in
the case of Eligible Vehicles, affirming with respect to such Eligible
Vehicles the representations and warranties set forth in Section 7.14
of the Base Indenture (and an Opinion of Counsel to the same effect);
provided, however, TFFC shall have no obligation to so increase the
Series 2000-2 Available Subordinated Amount;
(v) in the event that the Series 2000-2 Credit Support
Amount is reduced to less than the Series 2000-2 Minimum Credit Support
Amount, an Amortization Event and a Series 2000-2 Limited Liquidation
Event of Default shall be deemed to have occurred with respect to the
Series 2000-2 Note only if, after any applicable grace period, either
the Trustee, by written notice to the Issuer, or the Required
Noteholders, by written notice to the Issuer and the Trustee, declare
that an Amortization Event has occurred; provided, however, (i) the
Issuer may prevent an Amortization Event from occurring if, within one
(1) Business Day after the occurrence of such Series 2000-2 Credit
Support Deficiency, the Series 2000-2 Available Subordinated Amount is
increased by an amount sufficient, in the aggregate, to eliminate such
Series 2000-2 Credit Support Deficiency; provided, however, the amount
of such contribution (together with the sum of the amounts of all prior
contributions) shall not exceed the Series 2000-2 Available
Subordinated Amount Maximum Increase, and (ii) the Issuer may prevent a
Series 2000-2 Limited Liquidation Event of Default from occurring if
within the thirty (30) day period after the occurrence of such Series
2000-2 Credit Support Deficiency, (x) the Series 2000-2 Available
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<PAGE> 38
Subordinated Amount is increased by an amount sufficient to eliminate
such Series 2000-2 Credit Support Deficiency and (y) the Rating Agency
Confirmation condition is satisfied;
(vi) if, on any Distribution Date during the Series 2000-2
Revolving Period, a Mandatory Decrease shall be required under Section
4.3(a) of this Supplement and the amounts allocated to the Series
2000-2 Distribution Account under Section 5.2(a)(ii) are less than the
amount of such required Decrease, then, in such event, any funds on
deposit in the collection accounts or excess funding accounts for other
Group III Series of Notes issued and outstanding under the Indenture
which amounts are not allocable to the Budget Interest and are in
excess of the amounts necessary to be on deposit in each such account
in order that (x) no Asset Amount Deficiency occur with respect to any
such Series, (y) no shortfall in the required level of enhancement
occur with respect to any such Series, including any portion of such
enhancement that is required to be in liquid funds, and (z) no
Amortization Event for any such Series or event that with the giving of
notice or passage of time would become an Amortization Event occur with
respect to any such Group III Series of Notes (such amounts as are set
forth in clauses (i) and (ii) of this subparagraph (G) being referred
to herein as "Excess Amounts") shall, in each such case, be deposited
into the Series 2000-2 Distribution Account as Principal Collections in
an aggregate amount up to the amount of any such deficiency and shall
be used, in accordance with Section 5.5, to reduce the Series 2000-2
Invested Amount; and
(vii) if, on any Distribution Date during the Series 2000-2
Rapid Amortization Period, the Monthly Principal Allocation under
Section 5.2(b)(ii) is insufficient to reduce the Series 2000-2 Invested
Amount to zero, then, in such event, any funds constituting Excess
Amounts shall, in each such case, be deposited into the Series 2000-2
Distribution Account as Principal Collections in an aggregate amount up
to the amount of any such deficiency and shall be used, in accordance
with Section 5.5, to reduce the Series 2000-2 Invested Amount.
Section 5.3 Withdrawals from the Series 2000-2 Accrued Interest
Account. On each Determination Date or Additional Distribution Date, as provided
below, the Servicer shall instruct the Trustee or the Paying Agent in writing to
withdraw, and on such Distribution Date or Additional Distribution Date, as
applicable, the Trustee or the Paying Agent, acting in accordance with such
written instructions, shall withdraw the amounts required to be withdrawn from
the Series 2000-2 Accrued Interest Account pursuant to Sections 5.3(a), (b) and
(c) below (after giving effect to the allocations on such date pursuant to
Section 5.2) in respect of all funds available from Collections processed since
the preceding Distribution Date and allocated to the holders of the Series
2000-2 Note.
(a) Successor Servicer Fees. On each Determination Date on which
Budget is not the Servicer, and before any deposits required to be made on the
related Distribution Date to the Series 2000-2 Distribution Account have been
made, the Servicer shall instruct the Trustee and the Paying Agent in writing as
to the amount to be withdrawn from the Series 2000-2 Accrued
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<PAGE> 39
Interest Account to the extent funds are available and processed since the
preceding Distribution Date in respect of an amount equal to (i) the Series
2000-2 Investor Monthly Servicing Fee (and any Series 2000-2 Monthly
Supplemental Servicing Fee) accrued since the preceding Distribution Date, plus
(ii) all accrued and unpaid Series 2000-2 Investor Monthly Servicing Fees (and
any Series 2000-2 Monthly Supplemental Servicing Fees) in respect of previous
periods, minus (iii) the amount of any Series 2000-2 Investor Monthly Servicing
Fees (and Series 2000-2 Monthly Supplemental Servicing Fees) withheld by the
Servicer since the preceding Distribution Date pursuant to Section 5.2(c) of the
Base Indenture. On such Distribution Date, the Trustee shall withdraw such
amount from the Series 2000-2 Accrued Interest Account and remit such amount to
the Servicer.
(b) Note Interest with respect to the Series 2000-2 Note. (i) On
each Determination Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing as to the amount to be withdrawn from the Series 2000-2 Accrued
Interest Account, after making all distributions required to be made pursuant to
Section 5.3(a), to the extent funds will be available and processed from but not
including the preceding Distribution Date through the succeeding Distribution
Date in respect of Series 2000-2 Note Interest and Series 2000-2 Carrying
Charges. On the Distribution Date related to such Determination Date, the
Trustee shall withdraw from the Series 2000-2 Accrued Interest Account the
amount on deposit therein available for the payment of Series 2000-2 Note
Interest and Series 2000-2 Carrying Charges and deposit such amount in the
Series 2000-2 Distribution Account.
(ii) On any Business Day during a Series 2000-2 Interest
Period (each such day, an "Additional Distribution Date"), the Servicer
may instruct the Trustee in writing to withdraw from the Series 2000-2
Accrued Interest Account, and on such Additional Distribution Date the
Trustee, acting in accordance with such instructions, shall withdraw
from the Series 2000-2 Accrued Interest Account, as directed in writing
by the Servicer, all or a portion of the Series 2000-2 Note Interest
that will be due on the first Distribution Date following such
Additional Distribution Date to the extent that such amount does not
exceed the aggregate amount of Series 2000-2 Interest Collections
processed since the preceding Distribution Date and allocated to the
Series 2000-2 Noteholders (less any portion thereof previously paid to
the Series 2000-2 Noteholders during such period pursuant to this
Section 5.2(e)) and shall deposit such amounts in the Series 2000-2
Distribution Account.
(c) Servicing Fee. On each Determination Date on which Budget is
the Servicer, the Servicer shall, after giving effect to all distributions
required to be made on the related Distribution Date pursuant to Sections 5.3(a)
and (b) of this Supplement, instruct the Trustee and the Paying Agent in writing
as to the amount to be withdrawn on such Distribution Date from the Series
2000-2 Collection Account to the extent funds are available and processed since
the preceding Distribution Date in respect of an amount equal to (i) the Series
2000-2 Investor Monthly Servicing Fee (and any Series 2000-2 Monthly
Supplemental Servicing Fee) accrued since the preceding Distribution Date, plus
(ii) all accrued and unpaid Series 2000-2 Investor
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<PAGE> 40
Monthly Servicing Fees (and any Series 2000-2 Monthly Supplemental Servicing
Fees) in respect of previous periods, minus (iii) the amount of any Series
2000-2 Investor Monthly Servicing Fees (and Series 2000-2 Monthly Supplemental
Servicing Fees) withheld by the Servicer since the preceding Distribution Date
pursuant to Section 5.2(c) of the Base Indenture. On such Distribution Date, the
Trustee shall withdraw such amount from the Series 2000-2 Collection Account and
remit such amount to the Servicer.
Section 5.4 Payment of Note Interest and Carrying Charges. On each
Distribution Date and Additional Distribution Date, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture and the written instruction of
the Servicer received pursuant to Section 5.3(b) hereof, pay to the Series
2000-2 Noteholders from the Series 2000-2 Distribution Account the amount
deposited in the Series 2000-2 Distribution Account for the payment of Series
2000-2 Note Interest pursuant to Section 5.3(b) of this Supplement and, to the
extent that such amount is insufficient to pay all Series 2000-2 Note Interest
and Series 2000-2 Carrying Charges payable on such Distribution Date (the amount
of such insufficiency, a "Note Interest Shortfall"), the Servicer shall instruct
the Trustee in writing to withdraw from the Series 2000-2 Collection Account the
lesser of (i) the amount on deposit in the Series 2000-2 Collection Account and
(ii) the amount of such Note Interest Shortfall. Subject to Sections 2.15(c) and
6.1(b) of the Base Indenture, all payments of interest and Series 2000-2
Carrying Charges, and all payments of principal pursuant to Section 5.5 hereof,
made to the Series 2000-2 Noteholder shall be made by wire transfer to such
account as the Series 2000-2 Noteholder of record on the preceding Record Date
shall specify from time to time by notice to the Issuer and the Paying Agent.
Section 5.5 Payment of Note Principal; Transfers to Budget Distribution
Account.
(a) Commencing on the first Determination Date after the
commencement of the Series 2000-2 Rapid Amortization Period, the Servicer shall
instruct the Trustee and the Paying Agent in writing as to the amount of
Collections allocated to the Series 2000-2 Note during the Related Month
pursuant to Section 5.2(b)(ii) of this Supplement (such amount, the "Monthly
Principal Allocation"). Commencing on the first Distribution Date after the
commencement of the Series 2000-2 Rapid Amortization Period, to the extent that
the Monthly Principal Allocation is insufficient to pay all principal due in
respect of the Series 2000-2 Note on such Distribution Date (the amount of such
insufficiency, a "Principal Shortfall"), the Servicer shall instruct the Trustee
in writing (a) to withdraw from the Series 2000-2 Collection Account the lesser
of (i) the amount on deposit in the Series 2000-2 Collection Account and (ii)
the amount of such Principal Shortfall and (b) to the extent of any remaining
Principal Shortfall, to apply to the payment thereof Principal Collections with
respect to any other Group III Series of Notes which pursuant to Section 5.2(d)
of the Base Indenture (as modified herein) are available on such Distribution
Date to pay principal of the Series 2000-2 Note (up to the amount of such
Principal Shortfall remaining). The entire principal amount of the Series 2000-2
Note shall be due and payable on the Series 2000-2 Termination Date.
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<PAGE> 41
(b) On each Distribution Date occurring on or after the date a
withdrawal or application is made pursuant to Section 5.5(a) of this Supplement,
the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture and
the written instruction of the Servicer received pursuant to Section 5.5(a)
hereof, pay to the Series 2000-2 Noteholders the amount deposited in the Series
2000-2 Distribution Account for the payment of principal pursuant to Section
5.5(a) of this Supplement.
(c) On (x) the Distribution Date on which, or immediately
following the date on which, an allocation is made pursuant to Section
5.2(a)(ii), or (y) the Business Day specified in the notice of Decrease
delivered pursuant to Section 4.3(b), occurring on or after the date an
allocation is made pursuant to Section 5.2(a)(iv), the Paying Agent shall pay to
the Series 2000-2 Noteholders pursuant to the written instruction of the
Servicer the amount deposited in the Series 2000-2 Distribution Account for the
payment of principal pursuant to such Section 5.2(a)(ii) or 5.2(a)(iv), as
applicable.
(d) On each Distribution Date, the Servicer shall, as applicable,
instruct the Trustee in writing to instruct the Paying Agent to transfer to the
Budget Distribution Account (i) all funds which are in the Group III Collection
Account that have been allocated to the Budget Distribution Account as of such
Distribution Date and (ii) all funds that were previously allocated to the
Budget Distribution Account but not transferred to the Budget Distribution
Account. On the related Distribution Date, the Trustee or Paying Agent shall, in
accordance with the Servicer's instructions, withdraw such funds from the Group
III Collection Account, as applicable, and deposit them into the Budget
Distribution Account.
Section 5.6 Servicer's or Budget's Failure to Make a Deposit or
Payment. If the Servicer or Budget fails to make, or give notice or instructions
to make, any payment from or deposit to the Collection Account, the Group III
Collection Account, the Series 2000-2 Collection Account or the Series 2000-2
Accrued Interest Account required to be made or given by the Servicer or Budget,
respectively, at the time specified in the Indenture (including applicable grace
periods), the Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee, in the event it
elects to do so, to make such a payment. Such funds shall be applied by the
Trustee in the manner in which such payment or deposit should have been made by
the Servicer.
Section 5.7 Series 2000-2 Distribution Account.
(a) Establishment of the Series 2000-2 Distribution Account. The
Trustee shall establish and maintain in the name of the Trustee for the benefit
of the Series 2000-2 Noteholders, or cause to be established and maintained, an
account (the "Series 2000-2 Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2000-2 Noteholders. The Series 2000-2 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
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<PAGE> 42
funds deposited in the Series 2000-2 Distribution Account. If the Series 2000-2
Distribution Account is not maintained in accordance with the previous sentence,
the Servicer shall establish a new Series 2000-2 Distribution Account, within
ten (10) Business Days after obtaining knowledge of such fact, which complies
with such sentence, and transfer all cash and investments from the
non-qualifying Series 2000-2 Distribution Account into the new Series 2000-2
Distribution Account. Initially, the Series 2000-2 Distribution Account will be
established with the Trustee. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Series 2000-2
Distribution Account and in all proceeds thereof. The Series 2000-2 Distribution
Account Collateral shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2000-2 Noteholders.
(b) Administration of the Series 2000-2 Distribution Account. The
Servicer shall instruct the institution maintaining the Series 2000-2
Distribution Account in writing to invest funds on deposit in the Series 2000-2
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 Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 2000-2 Distribution Account
is held with the Paying Agent, then such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or prior
to such Distribution Date. The Trustee shall hold, for the benefit of the Series
2000-2 Noteholders and the Servicer, possession of the negotiable instruments or
securities evidencing the Permitted Investments described in clause (i) of the
definition thereof from the time of purchase thereof until the time of maturity.
(c) Earnings from Series 2000-2 Distribution Account. Subject to
the restrictions set forth above, the Servicer shall have the authority to
instruct the Trustee in writing with respect to the investment of funds on
deposit in the Series 2000-2 Distribution Account. All interest and earnings
(net of losses and investment expenses) on funds on deposit in the Series 2000-2
Distribution Account shall be deemed to be on deposit and available for
distribution.
ARTICLE 6
AMORTIZATION EVENTS
In addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, subject to Section 5.2(a)(v) hereof, the following shall be
Amortization Events with respect to the Series 2000-2 Note (without notice or
other action on the part of the Trustee or any holders of the Series 2000-2
Note) and shall not be subject to waiver:
(a) A Series 2000-2 Credit Support Deficiency shall occur and
exist for more than one (1) Business Day unless during such one (1) Business Day
period the Issuer or the Servicer shall have cured the Series 2000-2 Credit
Support Deficiency in accordance with the terms and conditions of this
Supplement;
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<PAGE> 43
(b) if all principal and interest of the Series 2000-2 Note is not
paid in full on or before the September 2000 Distribution Date;
(c) any Related Document is not in full force and effect, or the
Issuer, Budget or the Servicer so asserts in writing;
(d) an "Event of Default" shall have occurred and be continuing
under and as defined in the Group III Master Lease; or
(e) an event of default shall have occurred and be continuing
under the Series 2000-2 Note Purchase Agreement.
ARTICLE 7
GENERAL
(a) Repurchase. The Series 2000-2 Note shall be subject to
repurchase by TFFC at its option in accordance with Section 6.3 of the Base
Indenture on any Distribution Date. The repurchase price for the Series 2000-2
Note shall equal the Aggregate Principal Balance of the Series 2000-2 Note
(determined after giving effect to any payments of principal and interest and
any Increases or Decreases as of such Distribution Date), plus all accrued and
unpaid interest on such Aggregate Principal Balance through the date of purchase
under this Section 7(a) plus any other amounts then due and payable to the
holders of such Series 2000-2 Note pursuant to this Supplement, the Series
2000-2 Note Purchase Agreement and the Series 2000-2 Note.
(b) Payment of Rating Agency Fees. TFFC agrees and covenants with
the Servicer to 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.
(c) Exhibits. The following exhibits attached hereto supplement
the exhibits included in the Indenture.
Exhibit A: Form of Series 2000-2 Note
Exhibit B: List of Approved Manufacturers
(d) Ratification of Base Indenture. As supplemented by this
Supplement, the Base Indenture is in all respects ratified and confirmed and the
Base Indenture as so supplemented by this Series Supplement shall be read,
taken, and construed as one and the same instrument.
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<PAGE> 44
(e) 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.
(F) GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW 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.
(g) Amendments. This Supplement may be modified or amended from
time to time by written agreement of the parties hereto, but only with the
written consent of the Requisite Noteholders.
(h) Discharge of Indenture. Notwithstanding anything to the
contrary contained in the Base Indenture, no discharge of the Indenture pursuant
to Section 11.1(b) of the Base Indenture will be effective as to the Series
2000-2 Note without the consent of the Required Noteholders.
(i) Base Indenture Defined Terms. Each of the capitalized terms
listed in the first column below is defined in Schedule 1 to the Base Indenture,
as such term applies to any Segregated Series (including Series 2000-2), by
reference to the related Supplement. Such terms are defined in this Series
2000-2 Supplement using the corresponding capitalized terms set forth in the
second column below opposite such Base Indenture terms.
<TABLE>
<CAPTION>
CORRESPONDING SERIES
BASE INDENTURE TERMS 2000-2 SUPPLEMENT TERMS
-------------------- -----------------------
<S> <C>
Aggregate Segregated Repurchase Asset Aggregate Group III Repurchase Asset
Amount Amount
Monthly Servicing Fee Series 2000-2 Monthly Servicing Fee
Repurchase Vehicle Group III Repurchase Vehicle
Segregated Repurchase Vehicle Group III Repurchase Vehicle
Vehicle Group III Vehicle
Non-Repurchase Vehicle Group III Non-Repurchase Vehicle
Aggregate Non-Repurchase Asset Amount Aggregate Group III Non-Repurchase Asset
Amount
</TABLE>
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<PAGE> 45
(j) Servicer. The Servicer represents and warrants that it will
perform all of its servicing functions as set forth pursuant to Section 4 of the
Base Indenture.
(k) Tax Opinion. No State of Virginia tax opinion is required to
be rendered in connection with the issuance of the Series 2000-2 Note.
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<PAGE> 46
IN WITNESS WHEREOF, TFFC, the Servicer, Budget, as Budget
Interestholder and the Trustee have caused this Supplement to be duly executed
and BRACC has caused this Supplement to be duly acknowledged and agreed to by
their respective officers thereunto duly authorized as of the day and year first
above written.
TEAM FLEET FINANCING CORPORATION,
as Issuer
By:
-----------------------------------------
Name: Robert L. Aprati
Title: Secretary
BUDGET GROUP, INC., as Servicer
By:
-----------------------------------------
Name: Robert L. Aprati
Title: Secretary
BUDGET GROUP, INC., as Budget Interestholder
By:
-----------------------------------------
Name: Robert L. Aprati
Title: Secretary
BANKERS TRUST COMPANY, as Trustee
By:
-----------------------------------------
Name:
Title:
<PAGE> 47
EXHIBIT A
TO
Series 2000-2 SUPPLEMENT
FORM OF VARIABLE FUNDING NOTE
REGISTERED $90,000,000
No. A-
SEE REVERSE FOR CERTAIN CONDITIONS
THIS NOTE 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 NOTE, AGREES FOR THE BENEFIT OF TEAM FLEET
FINANCING CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), THAT THIS NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION. THIS
NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE
PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE INDENTURE
REFERRED TO HEREIN.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO
INCREASES AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
<PAGE> 48
TEAM FLEET FINANCING CORPORATION
VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE, Series 2000-2
TEAM FLEET FINANCING CORPORATION, a Delaware corporation
(herein referred to as the "Company"), for value received, hereby promises to
pay to Deutsche Bank AG, New York Branch, as Agent, a Delaware corporation (the
"Noteholder"), or its registered assigns, the principal sum of up to NINETY
MILLION DOLLARS ($90,000,000) or, if less the aggregate unpaid principal amount
shown on the schedule attached hereto (and any continuation thereof), 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
Note shall be due on the Series 2000-2 Termination Date, which is the September
2001 Distribution Date (unless extended in writing by the parties to the
Indenture and the Noteholder). The Company will pay interest on this Note at the
Series 2000-2 Note Rate. Such interest shall be payable on each Distribution
Date until the principal of this Note is paid or made available for payment, to
the extent funds will be available from Series 2000-2 Collections processed from
and including the preceding Distribution Date to but excluding each such
Distribution Date in respect of (a) an amount equal to interest accrued for the
related Series 2000-2 Interest Period, which will be equal to the sum of the
products, for each day during the related Series 2000-2 Interest Period, of (i)
the Series 2000-2 Note Rate for such Series 2000-2 Interest Period and (ii) the
Series 2000-2 Invested Amount as of the close of business on such date divided
by 360, plus (b) an amount equal to the amount of any accrued and unpaid Note
Interest Shortfall with respect to prior Series 2000-2 Interest Periods, with
interest on the amount of such Note Interest Shortfall at the Series 2000-2 Note
Rate for the related Series 2000-2 Interest Period. The principal amount of this
Note shall be subject to Increases and Decreases on any Distribution Date, and
accordingly, such principal amount is subject to prepayment at any time.
Notwithstanding the foregoing, prior to the Series 2000-2 Termination Date and
unless an Amortization Event shall have occurred, only interest payments on the
outstanding principal amount of the Note are required to be made to the holder
hereof. Beginning on the first Distribution Date following the occurrence of an
Amortization Event, subject to Decreases on any Business Day, the principal of
this Note shall be paid in installments on each subsequent Distribution Date to
the extent of funds available for payment therefor pursuant to the Indenture.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this 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. This Note does not
represent an interest in, or an obligation of, the Servicer or any affiliate of
the Servicer other than the Company.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this 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 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits,
A-2
<PAGE> 49
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Servicer and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: Bankers Trust Company,
4 Albany Street, New York, New York 10006, Attention: 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 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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<PAGE> 50
IN WITNESS WHEREOF, the Company has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer.
Date: June 29, 2000 TEAM FLEET FINANCING CORPORATION
By:
------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of a series issued under the
within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:
------------------------------------
Authorized Signature
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<PAGE> 51
REVERSE OF SERIES 2000-2 NOTE
This Note is one of a duly authorized issue of Notes of the
Company, designated as its Variable Funding Rental Car Asset Backed Notes,
Series 2000-2 (herein called the "Series 2000-2 Notes"), all issued under (i) an
Amended and Restated Base Indenture, dated as of December 1, 1996 (such Base
Indenture, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof, is herein called the "Base
Indenture"), among the Company, Budget Group, Inc., a Delaware corporation
formerly known as Team Rental Group, Inc. ("Budget"), as servicer and as holder
of the Budget Interest, and Bankers Trust Company, a New York banking
corporation, as trustee (the "Trustee"), and (ii) a Series 2000-2 Supplement,
dated as of June 29, 2000 (the "Series 2000-2 Supplement"), among the Company,
Budget and the Trustee. The Base Indenture and the Series 2000-2 Supplement are
referred to herein as the "Indenture". The Series 2000-2 Note is subject to all
terms of the Indenture. All terms used in this Series 2000-2 Note that are
defined in the Indenture, as amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof, shall have the meanings
assigned to them in or pursuant to the Indenture, as so amended, supplemented or
otherwise modified.
The Series 2000-2 Note, and all other Notes included in a
Group III Series of Notes, are and will be equally and ratably secured by the
Group III Collateral, and the Series 2000-2 Note is and will be equally and
ratably secured by the Series 2000-2 Collateral, in each case pledged as
security therefor as provided in the Indenture and the Series 2000-2 Supplement.
"Distribution Date" means the 25th day of each month, or, if
any such date is not a Business Day, the next succeeding Business Day,
commencing July 25, 2000.
As described above, the entire unpaid principal amount of this
Series 2000-2 Note shall be due and payable on the Series 2000-2 Termination
Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event
of Default or Series 2000-2 Limited Liquidation Event of Default shall have
occurred and be continuing then, in certain circumstances, principal on the
Series 2000-2 Note may be paid earlier, as described in the Indenture. All
principal payments on the Series 2000-2 Note shall be made pro rata to the
Series 2000-2 Noteholders entitled thereto.
Payments of interest on this Series 2000-2 Note due and
payable on each Distribution Date, together with the installment of principal
then due, if any, and any payments of principal made on any Business Day in
respect of any Decreases, to the extent not in full payment of this Series
2000-2 Note, shall be made by wire transfer to the Holder of record of this
Series 2000-2 Note (or any predecessor Series 2000-2 Note) on the Note Register
as of the close of business on each Record Date. Any reduction in the principal
amount of this Series 2000-2 Note (or any predecessor Series 2000-2 Note)
effected by any payments made on any date shall be binding upon all future
Holders of this Series 2000-2 Note and of any Series 2000-2 Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not
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<PAGE> 52
noted thereon. Final payment of principal (together with any accrued and unpaid
interest) on this Series 2000-2 Note will be paid to the Series 2000-2
Noteholder only upon presentation and surrender of this Series 2000-2 Note at
the Corporate Trust Office for cancellation by the Trustee.
The Company shall pay interest on overdue installments of
interest at the Series 2000-2 Note Rate to the extent lawful.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Series 2000-2 Note may be
registered on the Note Register upon surrender of this Series 2000-2 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 Company and the Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Series 2000-2 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 Series 2000-2 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 Series 2000-2 Noteholder, by acceptance of the Series
2000-2 Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Trustee, the Company or
Budget on the Series 2000-2 Note or under the Indenture or any certificate or
other writing delivered in connection therewith, against (i) the Trustee, the
Company or Budget 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, the Company or Budget in its
individual capacity, any holder of a beneficial interest in the Company, Budget
or the Trustee or of any successor or assign of the Trustee or Budget 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 Series 2000-2 Note, subject to Section 13.17 of the Base Indenture.
Each Series 2000-2 Noteholder, by acceptance of the Series
2000-2 Note, covenants and agrees that by accepting the benefits of the
Indenture that such Series 2000-2 Noteholder will not for a period of one year
and one day following payment in full of the Series 2000-2 Note 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 Series 2000-2 Note, the Indenture or the
Related Documents.
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<PAGE> 53
Prior to the due presentment for registration of transfer of
this Series 2000-2 Note, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name the Series 2000-2 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
the Series 2000-2 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 each Series 2000-2
Noteholder that, for Federal, state and local income and franchise tax purposes
only, the Series 2000-2 Note will evidence indebtedness of the Company secured
by the Collateral. Each Series 2000-2 Noteholder, by the acceptance of the
Series 2000-2 Note, agrees to treat the Series 2000-2 Note for Federal, state
and local income and franchise tax purposes as indebtedness of the Company.
The Indenture permits in certain circumstances, 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 2000-2 Note under the Indenture at any time by the Company with the
consent of the Holders of the Series 2000-2 Note representing more than 50% in
principal amount of the Outstanding Series 2000-2 Note which are affected by
such amendment or modification. The Indenture also contains provisions
permitting the Holders of Series 2000-2 Note representing specified percentages
of the Outstanding Series 2000-2 Note, on behalf of the Holders of the Series
2000-2 Note, to waive compliance by the Company with certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of the Series 2000-2 Note (or any predecessor Series 2000-2 Note) shall be
conclusive and binding upon such Holder and upon all future Holders of the
Series 2000-2 Note and of the Series 2000-2 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 the Series 2000-2 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 2000-2 Note.
The term "Company" as used in this Series 2000-2 Note includes
any successor to the Company under the Indenture.
The Series 2000-2 Note is issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations set
forth therein.
The Series 2000-2 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.
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<PAGE> 54
No reference herein to the Indenture and no provision of the
Series 2000-2 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 the Series 2000-2 Note at the times, place, and rate, and in the
coin or currency herein prescribed, subject to any duty of the Company to deduct
or withhold any amounts as required by law, including any applicable U.S.
withholding taxes.
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<PAGE> 55
INCREASES AND DECREASES
<TABLE>
<CAPTION>
UNPAID SERIES
DATE PRINCIPAL INCREASE DECREASE TOTAL 2000-2 INTEREST PERIOD NOTATION
AMOUNT NOTE RATE (IF APPLICABLE) MADE BY
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
A-9
<PAGE> 56
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 Series 2000-2 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________, attorney, to transfer said Series 2000-2
Note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: */
------------ -------------------------
Signature Guaranteed:
---------------
*/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Series 2000-2 Note in
every particular, without alteration, enlargement or any change whatsoever.
A-10
<PAGE> 57
EXHIBIT B
TO
Series 2000-2 SUPPLEMENT
List of Approved Manufacturers
Ford Motor Company
Saab Cars USA, Inc.
Toyota Motor Sales USA, Inc.
