UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________
Date
of
report (Date of earliest event reported) March
27, 2006 (March 21, 2006)
Cendant
Corporation
(Exact
name of Registrant as specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office)
|
1-10308
(Commission
File No.)
|
06-0918165
(I.R.S.
Employer
Identification
Number)
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
|
Item 1.01
|
Entry
into a Material Definitive Agreement
|
Modifications
to Certain Equity Incentive Awards
On
March
23, 2006, the Compensation Committee of our Board of Directors approved a
modification to our previously disclosed accelerated vesting schedule of long
term equity incentive awards in connection with the proposed separation of
Cendant into four independent, publicly-traded pure play companies. Subject
to
the commencement of the proposed separation, and subject to necessary consents,
all such awards will become vested upon the 30th
day
following our second completed spin-off transaction; provided, however, that
any
awards which vest upon the attainment of above-target performance goals will
automatically terminate. The foregoing will apply to current employees as of
the
date of the proposed vesting, as well as employees whose employment terminates
in connection with the separation transactions. The foregoing will apply to
awards which were originally granted in the form of Cendant equity, and which
will be converted into the form of equity of our separated entities. In light
of
our decision to separate such entities in a series of spin-off transactions,
rather than in a single transaction, the foregoing modifies our intended vesting
schedule of such awards, which was previously disclosed in our Current Report
on
Form 8-K filed with the Securities and Exchange Commission on October 27, 2005.
Our Chairman and Chief Executive Officer, Mr. Silverman, will not benefit from
our plan to accelerate equity incentive awards.
On
March
23, 2006, the Compensation Committee of our Board of Directors also approved
modifications to certain outstanding options to purchase shares of our common
stock held by certain of our current employees and directors. Subject to the
commencement of the proposed separation of Cendant, in the event a current
employee is involuntarily terminated from employment by us or one of our
separated companies, or is constructively discharged, or a director is separated
from service from us or one of our separated entities, then the post-service
exercise period relating to such person's stock options will be three years,
but
not beyond the original expiration date of such stock options. The foregoing
applies only to stock options held by current employees and directors which
were
already vested as of December 31, 2004, and which were granted pursuant to
a
stock option plan that provides our Compensation Committee with such
authority.
Amendment
to Cendant Credit Facility
In
connection with the previously disclosed financings by Cendant's vehicle rental
business and the proposed separation of Cendant, we entered into the First
Amendment, dated as of March 9, 2006, to the Five Year Competitive Advance
and
Revolving Credit Agreement dated as of November 22, 2004, among Cendant
Corporation, as Borrower, certain subsidiaries of the Borrower from time to
time
party thereto, the lenders referred to therein and JPMorgan Chase Bank, N.A.,
as
administrative agent. Such amendment became effective on March 23, 2006. A
copy
of this amendment is attached hereto as Exhibit
10.1
and is
incorporated by reference herein.
Certain
of the lenders party to the credit agreement, and their respective affiliates,
have performed, and may in the future perform, various commercial banking,
investment banking and other financial advisory services for us and our
subsidiaries for which they have received, and will receive, customary fees
and
expenses.
Amendment
to AESOP Conduit Facility
On
March
21, 2006, our Cendant Rental Car Funding (AESOP) LLC subsidiary (i) increased
the maximum available amount under the Series 2002-2 Notes by $400,000,000,
for
a total of $1,000,000,000 of availability, (ii) extended the expiration date
of
the Series 2002-2 Notes to March 20, 2007, (iii) updated the methodology for
calculating enhancement for the 2002-2 Notes in accordance with new rating
agency criteria and (iv) terminated the Series 2004-4 Notes, which previously
provided capacity of $200 million. As a result, the capacity of our vehicle
rental program asset-back funding arrangement was increased by $200 million,
subject to maintaining sufficient assets to collateralize the debt. A copy
of
the Seventh Amendment to the Amended and Restated Series 2002-2 Supplement
is
attached hereto as Exhibit
10.2
and is
incorporated herein by reference.
Certain
of the conduit purchasers of the Series 2002-2 Notes and the trustee, and their
respective affiliates, have performed and may in the future perform, various
commercial banking, investment banking and other financial advisory services
for
us and our subsidiaries for which they have received, and will receive,
customary fees and expenses.
|
Item 9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
10.1
|
First
Amendment, dated as of March 9, 2006, to the Five Year Competitive
Advance
and Revolving Credit Agreement dated as of November 22, 2004, among
Cendant Corporation, as Borrower, certain subsidiaries of the Borrower
from time to time party thereto, the lenders referred to therein,
and
JPMorgan Chase Bank, N.A., as administrative agent.
|
|
|
10.2
|
Seventh
Amendment, dated as of March 21, 2006, to the Amended and Restated
Series
2002-2 Supplement dated as of November 22, 2002, among Cendant Rental
Car
Funding (AESOP) LLC (formerly known as AESOP Funding II L.L.C.),
as
Issuer, Cendant Car Rental Group, LLC (formerly known as Cendant
Car
Rental Group, Inc.), as Administrator, certain CP Conduit Purchasers,
certain APA Banks and the Funding Agents named therein and The Bank
of New
York, as Trustee and Series 2002-2 Agent, to the Second Amended and
Restated Base Indenture, dated as of June 3, 2004, between Cendant
Rental
Car Funding (AESOP) LLC, as Issuer, and The Bank of New York, as
Trustee.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
By:
|
CENDANT
CORPORATION
/s/
Eric J. Bock
|
||
|
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary
|
Date:
March 27, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated March
27, 2006 (March 21, 2006)
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
10.1
|
First
Amendment, dated as of March 9, 2006, to the Five Year Competitive
Advance
and Revolving Credit Agreement dated as of November 22, 2004, among
Cendant Corporation, as Borrower, certain subsidiaries of the Borrower
from time to time party thereto, the lenders referred to therein,
and
JPMorgan Chase Bank, N.A., as administrative agent.
|
|
|
10.2
|
Seventh
Amendment, dated as of March 21, 2006, to the Amended and Restated
Series
2002-2 Supplement dated as of November 22, 2002, among Cendant Rental
Car
Funding (AESOP) LLC (formerly known as AESOP Funding II L.L.C.),
as
Issuer, Cendant Car Rental Group, LLC (formerly known as Cendant
Car
Rental Group, Inc.), as Administrator, certain CP Conduit Purchasers,
certain APA Banks and the Funding Agents named therein and The Bank
of New
York, as Trustee and Series 2002-2 Agent, to the Second Amended and
Restated Base Indenture, dated as of June 3, 2004, between Cendant
Rental
Car Funding (AESOP) LLC, as Issuer, and The Bank of New York, as
Trustee.
|
EXHIBIT
10.1
FIRST
AMENDMENT
FIRST
AMENDMENT (this “Amendment”),
dated
as of March 9, 2006, to the Five Year Competitive Advance and Revolving Credit
Agreement (the “Credit
Agreement”)
dated
as of November 22, 2004, among CENDANT CORPORATION (the “Borrower”),
certain subsidiaries of the Borrower from time to time party thereto (the
“Subsidiary
Borrowers”),
the
lenders referred to therein (the “Lenders”),
and
JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
Agent”)
for
the Lenders.
INTRODUCTORY
STATEMENT
The
Borrower has requested that the Lenders amend certain provisions of the Credit
Agreement as set forth herein.
Subject
to the terms and conditions set forth herein, the Lenders and the Administrative
Agent consent to the proposed amendments to the Credit Agreement.
Accordingly,
the parties hereto hereby agree as follows:
1. DEFINED
TERMS.
Unless
otherwise defined herein, capitalized terms have the meanings given to them
in
the Credit Agreement.
2. CONSENT.
Notwithstanding
any provision of the Credit Agreement to the contrary, but subject to Section
6.2 of the Credit Agreement, as amended by this Amendment, the Lenders hereby
consent to the Spin-Offs (as defined below).
3. AMENDMENTS
TO THE CREDIT AGREEMENT.
(a) Amendments
to Article 1 (Definitions).
Section
1
of the Credit Agreement is hereby amended as follows:
(i) by
deleting the definition of “Maturity Date” and inserting in lieu thereof the
following new definition:
“Maturity
Date”
shall
mean the earlier to occur of (i) the date on which both the Real Estate Services
Spin-Off and the Hospitality Services Spin-Off (without regard to order) shall
have been consummated and (ii) November 22, 2009, or the immediately preceding
Business Day.;
(ii) by
inserting at the end of the definition of “Subsidiary Borrower” the
following:
“;
provided
that on
and after the First Amendment Effective Date, neither Avis Budget Holdings,
nor
any of its Subsidiaries may be designated as a Subsidiary Borrower”;
and
(iii) by
adding
thereto the following definitions in their appropriate alphabetical
order:
“Avis
Budget”
shall
mean Avis Budget Car Rental, LLC (formerly known as Cendant Car Rental Group,
Inc.).
“Avis
Budget Credit Agreement”
shall
mean the Credit Agreement, to be entered into on or around the First Amendment
Effective Date, among Avis Budget, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent.
“Avis
Budget Finance”
shall
mean Avis Budget Finance, Inc.
“Avis
Budget Holdings”
shall
mean Avis Budget Holdings, LLC.
“First
Amendment Effective Date”
shall
mean the date on which the First Amendment to this Agreement becomes effective
according to its terms.
“First
Spin-Off”
means
the first to occur of any of the Spin-Offs.
“Hospitality
Services Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Hospitality Services and Timeshare Resorts segments as of the
First
Amendment Effective Date.
“Real
Estate Services Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Real Estate Services segment as of the First Amendment Effective
Date.
“Spin-Offs”
shall
mean the collective reference to the Hospitality Services Spin-Off, the Real
Estate Services Spin-Off and the Travel Distribution Group Spin-Off, each a
“Spin-Off”.
“Travel
Distribution Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Travel Distribution segment as of the First Amendment Effective
Date.
(b) Amendment
to Section 6.1 (Limitation on Indebtedness).
Section
6.1 of the Credit Agreement is hereby amended as follows:
(i) by
deleting “and” at the end of paragraph (r) thereof;
(ii) by
deleting paragraph (s) thereof in its entirety and inserting in lieu thereof
the
following new paragraph (s):
“(s) Indebtedness
of Avis Budget and its Subsidiaries under the Avis Budget Credit Agreement;
and”; and
(iii) by
inserting the following new paragraph (t):
“(t) Indebtedness
of Avis Budget and Avis Budget Finance under senior unsecured notes in an
aggregate principal amount not to exceed $1,000,000,000;”
(c) Amendment
to Section 6.2 (Consolidation, Merger, Sale of Assets).
Section
6.2 of the Credit Agreement is hereby amended by inserting the following new
paragraph (c):
“(c)
Notwithstanding anything to the contrary contained herein, nothing in this
Section 6.2 shall be deemed to prohibit the First Spin-Off.”
(d) Amendment
to Section 6.3 (Limitation on Liens).
Section
6.3 of the Credit Agreement is hereby amended by deleting from paragraph (h)
thereof “and (h) through (q)” and inserting in lieu thereof “, (h) through (q)
and (s)”.
4. WAIVER
OF
SECTION 6.1 (LIMITATION ON INDEBTEDNESS).
Compliance
with Section 6.1 of the Credit Agreement is hereby waived, solely for the
purpose of permitting certain Subsidiaries of the Borrower to incur and have
outstanding Indebtedness under senior unsecured credit facilities for the
purpose of making dividends to the Borrower to finance, in part, the repayment,
redemption, pre-funding or repurchase of existing Indebtedness of the Borrower
and to pay fees and expenses related to the foregoing and to the Spin-Offs;
provided
that:
(i)
concurrently with the incurrence of any such Indebtedness, such Subsidiary
shall
enter into a written agreement, in form and substance reasonably satisfactory
to
the Administrative Agent, to guarantee the Obligations under the Credit
Agreement for such time as it remains a Subsidiary of the Borrower and the
Indebtedness incurred by such Subsidiary remains outstanding and (ii) if (x)
both the Real Estate Services Spin-Off and the Hospitality Services Spin-Off
have not occurred within 60 days of the first incurrence of Indebtedness
permitted by the waiver contained in this Section 4 and (y) any Indebtedness
permitted by the waiver contained in this Section 4 of a Subsidiary of the
Borrower remains outstanding at such time, the Borrower shall have taken all
actions required by Section 2.13 of the Credit Agreement to reduce the Total
Commitment to $1,000,000,000.
5. CONDITIONS
PRECEDENT.
This
Amendment shall become effective on the date on which the following conditions
are satisfied (the “Effective
Date”):
(a)
Amendment.
The
Administrative Agent shall have received a duly executed counterpart to this
Amendment from the Borrower, each Subsidiary Borrower, the Administrative Agent
and the Required Lenders.
(b)
Reduction
of Commitments.
The
Borrower shall have taken all actions required by Section 2.13 of the Credit
Agreement to reduce the Total Commitment to $2,000,000,000.
(c)
Fees.
The
Administrative Agent shall have received all fees required to be paid on or
before the Effective Date, and all expenses required to be paid on or before
the
Effective Date for which invoices have been presented.
6. REPRESENTATIONS
AND WARRANTIES.
The
Borrower hereby represents and warrants that each of the representations and
warranties in Section 3 of the Credit Agreement (other than those contained
in
Sections 3.5 and 3.8) shall be, after giving effect to this Amendment, true
and
correct in all material respects as if made on and as of the Closing Date
(unless such representations and warranties are stated to relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date).
7. SOLVENCY
CERTIFICATE.
Concurrently
with the effectiveness of the First Spin-Off, the Borrower hereby agrees to
deliver to the Administrative Agent a solvency certificate from its chief
financial officer substantially in the form of Exhibit A hereto.
8. NO
OTHER
AMENDMENTS; CONFIRMATION.
Except
as
expressly amended hereby, the provisions of the Credit Agreement and each of
the
Fundamental Documents are and shall remain in full force and
effect.
9. PAYMENT
OF EXPENSES.
The
Borrower agrees to pay or reimburse the Administrative Agent for all of its
reasonable and documented out-of-pocket costs and expenses incurred in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of one counsel to the
Administrative Agent.
10. GOVERNING
LAW.
THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF
NEW YORK.
11. COUNTERPARTS.
This
Amendment may be executed by one or more of the parties hereto on any number
of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be
delivered by facsimile or electronic transmission of the relevant signature
pages hereof.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and the year first above written.
|
CENDANT
CORPORATION,
as
Borrower
|
|||
|
By:
|
/s/
David B. Wyshner
|
||
|
Name: David
B. Wyshner
Title: Executive
Vice President and Treasurer
|
|
CENDANT
MOBILITY HOLDINGS LIMITED,
as
a Subsidiary Borrower
|
|||
|
By:
|
/s/
David B. Wyshner
|
||
|
Name: David
B. Wyshner
Title: Executive
Vice President and Treasurer, Cendant
Corporation, by Power of Attorney
|
|
GALILEO
INTERNATIONAL TECHNOLOGY, LLC, as a Subsidiary Borrower
|
|||
|
By:
|
/s/
David B. Wyshner
|
||
|
Name: David
B. Wyshner
Title:
Executive
Vice President and Treasurer, Cendant Corporation, by Power of
Attorney
|
|
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent and as a Lender
|
|||
|
By:
|
/s/
Randolph Cates
|
||
|
Name: Randolph
Cates
Title: Vice
President
|
|
BANK
OF AMERICA, N.A., as a Lender
|
|||
|
By:
|
/s/
John Pocalyko
|
||
|
Name: John
Pocalyko
Title:
Senior Vice President
|
|
BANK
OF CHINA, NEW YORK BRANCH, as a Lender
|
|||
|
By:
|
/s/
William Smith
|
||
|
Name: William
Smith
Title: Deputy
General Manager
|
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BANK
OF MONTREAL, as a Lender
|
|||
|
By:
|
//s/
Joseph W. Linder
|
||
|
Name:
Joseph W. Linder
Title:
Vice President
|
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THE
BANK OF NEW YORK, as a Lender
|
|||
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By:
|
/s/
Roger Grossman
|
||
|
Name:
Roger Grossman
Title: Vice
President
|
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THE
BANK OF NOVA SCOTIA, as a Lender
|
|||
|
By:
|
/s/
Todd S. Meller
|
||
|
Name: Todd
S. Meller
Title:
Managing Director
|
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THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD, NEW YORK BRANCH, as a
Lender
|
|||
|
By:
|
/s/
Linda Tam
|
||
|
Name: Linda
Tam
Title:
Authorized Signatory
|
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BARCLAYS
BANK PLC, as a Lender
|
|||
|
By:
|
/s/
Nicolas Bell
|
||
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Name: Nicholas
Bell
Title:
Director
|
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BAYERISCHE
HYPO-UND VEREINSBANK AG NEW YORK BRANCH, as a Lender
|
|||
|
By:
|
//s/
Ken Hamilton
|
||
|
Name: Ken
Hamilton
Title:
Director
|
|||
|
By:
|
/s/
Richard Cordover
|
||
|
Name: Richard
Cordover
Title:
Director
|
|
CALYON
NEW YORK BRANCH, as a Lender
|
|||
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By:
|
/s/
Rod Hurst
|
||
|
Name: Rod
Hurst
Title:
Director
|
|||
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By:
|
/s/
Yuri Muzichenko
|
||
|
Name: Yuri
Muzichenko
Title:
Vice President
|
|
CHANG
HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender
|
|||
|
By:
|
/s/
Jim C. Y. Chen
|
||
|
Name: Jim
C. Y. Chen
Title:
VP & General Manager
|
|
CIBC
INC., as a Lender
|
|||
|
By:
|
/s/
Dominic J. Sorresso
|
||
|
Name: Dominic
J. Sorresso
Title:
Executive Director
|
|
CITICORP
NORTH AMERICA, as a Lender
|
|||
|
By:
|
/s/
Hugo Arias
|
||
|
Name: Hugo
Arias
Title:
Director
|
|
MELLON
BANK, N.A., as a Lender
|
|||
|
By:
|
/s/
Laurie G. Dunn
|
||
|
Name: Laurie
G. Dunn
Title:
First Vice President
|
|
MERRILL
LYNCH BANK USA, as a Lender
|
|||
|
By:
|
/s/
Louis Alder
|
||
|
Name: Louis
Alder
Title:
Director
|
|
MIZUHO
CORPORATE BANK LIMITED, as a Lender
|
|||
|
By:
|
/s/
Robert Gallagher
|
||
|
Name: Robert
Gallagher
Title:
Senior Vice President
|
|
THE
NORTHERN TRUST COMPANY, as a Lender
|
|||
|
By:
|
/s/
Karen E. Dahl
|
||
|
Name: Karen
E. Dahl
Title:
Vice President
|
|
PNC
BANK, NATIONAL ASSOCIATION, as a Lender
|
|||
|
By:
|
/s/
Michael Richards
|
||
|
Name: Michael
Richards
Title:
Senior Vice President
|
|
THE
ROYAL BANK OF SCOTLAND, PLC, as a Lender
|
|||
|
By:
|
/s/
Bruce G. Ferguson
|
||
|
Name: Bruce
G. Ferguson
Title:
Managing Director
|
|
SUMITOMO
MITSUI BANKING CORPORATION, as a Lender
|
|||
|
By:
|
/s/
David A. Buck
|
||
|
Name: David
A. Buck
Title:
Senior Vice President
|
|
SUNTRUST
BANK, as a Lender
|
|||
|
By:
|
/s/
Katherine Bass
|
||
|
Name: Katherine
Bass
Title:
Vice President
|
|
UBS
LOAN FINANCE LLC, as a Lender
|
|||
|
/s/
Richard L. Tavrow
|
|||
|
Name: Richard
L. Tavrow
Title:
Director
|
|||
|
By:
|
/s/
Irja R. Otsa
|
||
|
Name: Irja
R. Otsa
Title:
Associate Director
|
|
WACHOVIA
BANK, NATIONAL ASSOCIATION, as a Lender
|
|||
|
By:
|
/s/
Karin E. Samuel
|
||
|
Name: Karin
E. Samuel
Title:
Vice President
|
|
WELLS
FARGO BANK, as a Lender
|
|||
|
By:
|
/s/
Steven S. Anderson
|
||
|
Name: Steven
S. Anderson
Title:
Senior Vice President
|
|
WESTLB
AG, NEW YORK BRANCH as a Lender
|
|||
|
By:
|
/s/
John H. Moorhead
|
||
|
Name: John
H. Moorhead
Title: Director
|
|||
|
By:
|
/s/
Pui Chow
|
||
|
Name: Pui
Chow
Title:
Director
|
|
WESTPAC
BANKING CORPORATION, as a Lender
|
|||
|
By:
|
/s/
Isaac Rankin
|
||
|
Name: Isaac
Rankin
Title:
Head of Corporate & Institutional Banking,
Americas
Tier
2 Attorney
|
|
WILLIAM
STREET CREDIT CORPORATION
as
a Lender
|
|||
|
By:
|
/s/
Mark Walton
|
||
|
Name: Mark
Walton
Title:
Assistant Vice President
|
EXHIBIT
A
FORM
OF
SOLVENCY CERTIFICATE
This
Solvency Certificate (this “Certificate”)
is
delivered in connection with the Credit Agreement, dated as of November 22,
2004
(as amended by the First Amendment, dated as of March 9, 2006, the “Credit
Agreement”)
among
Cendant Corporation, (the “Borrower”),
certain
subsidiaries of the Borrower from time to time party thereto,
the
lenders party thereto (the “Lenders”),
and
JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”)
for
the Lenders. Capitalized terms used herein without definition have the same
meanings as in the Credit Agreement.
I
am the
duly qualified and acting Chief Financial Officer of the Borrower and am
executing this document solely in that capacity. In such capacity, I have
participated actively in the management of its financial affairs and am familiar
with its consolidated financial statements. I have, together with other officers
of the Borrower, acted on behalf of the Borrower in connection with the
negotiation of the Credit Agreement and I am familiar with the terms and
conditions thereof.
In
my
capacity as an officer of the Borrower, I hereby certify that to my
knowledge:
As
of the
Date hereof, after giving effect to the [First Spin-Off], the Borrower and
its
Consolidated Subsidiaries
are
Solvent. For purposes of this paragraph (i) “the
Borrower and its Consolidated Subsidiaries” means the Borrower and its
Consolidated Subsidiaries, taken as a whole
and (ii)
“Solvent” means that (a) the
amount of the “present fair saleable value” of the assets determined on an
ongoing concern basis of the Borrower and its Consolidated Subsidiaries will,
as
of such date, exceed the amount of all “liabilities of the Borrower and its
Consolidated Subsidiaries, contingent or otherwise” determined on an ongoing
concern basis, as of such date, as such quoted terms are determined in
accordance with applicable federal and state laws governing determinations
of
the insolvency of debtors, (b) the present fair saleable value of the assets
determined on an ongoing concern basis of the Borrower and its Consolidated
Subsidiaries will, as of such date, be greater than the amount that will be
required to pay the liability determined on an ongoing concern basis of the
Borrower and its Consolidated Subsidiaries on their debts as such debts become
absolute and matured, (c) the Borrower and its Consolidated Subsidiaries will
not have, as of such date, an unreasonably small amount of capital with which
to
conduct the businesses in which they are engaged, and (d) the Borrower and
its
Consolidated Subsidiaries will be able to pay their debts as they mature. For
purposes of this definition, (i) “debt” means liability on a “claim”, and (ii)
“claim” means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to
an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.
I
represent the foregoing information is provided to the best of my knowledge
and
believe and execute this Certificate this ___ day of _________
2006.
|
CENDANT
CORPORATION,
|
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|
By:
|
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|
Name:
Title:
|
EXHIBIT
10.2
SEVENTH
AMENDMENT TO THE AMENDED AND RESTATED
SERIES
2002-2 SUPPLEMENT
This
SEVENTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”),
dated
as of March 21, 2006, amends the Amended and Restated Series 2002-2 Supplement
(the “Series
2002-2 Supplement”),
dated
as of November 22, 2002, as amended by the First Amendment thereto, dated as
of
October 30, 2003, the Second Amendment thereto, dated as of June 3, 2004, the
Third Amendment thereto, dated as of November 30, 2004, the Fourth Amendment
thereto, dated as of November 28, 2005, the Fifth Amendment thereto, dated
as of
December 23, 2005 and the Sixth Amendment thereto, dated as of February 17,
2006
and is among CENDANT RENTAL CAR FUNDING (AESOP) LLC (formerly known as AESOP
Funding II L.L.C.), a special purpose limited liability company established
under the laws of Delaware (“CRCF”),
CENDANT CAR RENTAL GROUP, LLC (formerly known as Cendant Car Rental Group,
Inc.), a limited liability company established under the laws of Delaware,
as
administrator, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (formerly known as
JPMorgan Chase Bank), a national banking association, as administrative agent,
the several commercial paper conduits listed on Schedule I thereto (each a
“CP
Conduit Purchaser”),
the
several banks set forth opposite the name of each CP Conduit Purchaser on
Schedule I thereto (each an “APA
Bank”
with
respect to such CP Conduit Purchaser), the several agent banks set forth
opposite the name of each CP Conduit Purchaser on Schedule I thereto (each
a
“Funding
Agent”
with
respect to such CP Conduit Purchaser), THE BANK OF NEW YORK, a New York banking
corporation, as trustee (in such capacity, the “Trustee”)
and as
agent for the benefit of the Series 2002-2 Noteholders (in such capacity, the
“Series
2002-2 Agent”),
to
the Second Amended and Restated Base Indenture, dated as of June 3, 2004,
between CRCF and the Trustee (as amended, modified or supplemented from time
to
time, exclusive of Supplements creating a new Series of Notes, the “Base
Indenture”).
All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided therefor in the Definitions List attached as
Schedule I to the Base Indenture (as amended through the date hereof) or the
Series 2002-2 Supplement, as applicable.
W
I T
N E S S E T H:
WHEREAS,
pursuant to Section 12.2 of the Base Indenture, any Supplement thereto may
be
amended with the consent of CRCF, the Trustee and each affected Noteholder
of
the applicable Series of Notes, so long as such amendment only affects the
Noteholders of such Series of Notes;
WHEREAS,
the parties desire to (i) amend the Series 2002-2 Supplement to provide for
a
new mechanism for calculating enhancement, (ii) amend and restate Schedule
I to
the Series 2002-2 Supplement and (iii) extend the Scheduled Expiry
Date;and
WHEREAS,
CRCF has requested the Trustee, the Series 2002-2 Agent and each Series 2002-2
Noteholder to, and, upon the effectiveness of this Amendment, CRCF, the Trustee,
the Series 2002-2 Agent and the Series 2002-2 Noteholders have agreed to, amend
certain provisions of the Series 2002-2 Supplement as set forth herein;
-1-
NOW,
THEREFORE, it is agreed:
1. Article
I(a) of the Series 2002-2 Supplement is hereby amended by adding the following
sentence to the end thereof:
“In
the
event that a term used herein shall be defined both herein and in the Base
Indenture, the definition of such term herein shall govern.”
2. Additional
Definitions.
Article
I(b) of the Series 2002-2 Supplement, is hereby amended
to include the following definitions in appropriate alphabetical
order:
““Adjusted
Net Book Value”
means,
as of any date of determination, with respect to each Adjusted Program Vehicle
as of such date, the product of 0.965 and the Net Book Value of such Adjusted
Program Vehicle as of such date.”
““AESOP
II Excluded Receivable Amount”
means,
as of any date of determination, the greater of (A) the sum, with respect to
each Moody’s Non-Investment Grade Manufacturer as of such date, of the product
of (1) to the extent such amounts are included in the calculation of the AESOP
II Loan Agreement Borrowing Base as of such date, all amounts receivable, as
of
such date, by AESOP Leasing II from such Moody’s Non-Investment Grade
Manufacturer and (2) the Moody’s Excluded Manufacturer Receivable Specified
Percentage for such Moody’s Non-Investment Grade Manufacturer as of such date
and (B) the sum, with respect to each Standard & Poor’s Non-Investment Grade
Manufacturer as of such date, of the product of (1) to the extent such amounts
are included in the calculation of the AESOP II Loan Agreement Borrowing Base
as
of such date, all amounts receivable, as of such date, by AESOP Leasing II
from
such Standard & Poor’s Non-Investment Grade Manufacturer and (2) the
Standard & Poor’s Excluded Manufacturer Receivable Specified Percentage for
such Standard & Poor’s Non-Investment Grade Manufacturer as of such
date.”
““Confirmation
Condition”
means,
with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11
Proceedings, a condition that shall be satisfied upon the bankruptcy court
having competent jurisdiction over such Chapter 11 Proceedings issuing an order
that remains in effect approving (i) the assumption of such Bankrupt
Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by
such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt
Manufacturer under Section 365 of the Bankruptcy Code and at the time of such
assumption, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery
and performance by such Bankrupt Manufacturer of a new post-petition
Manufacturer Program (and the related assignment agreements) on the same terms
and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer
Program (and the related Assignment Agreements) in effect on the date such
Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at
the
time of the execution and delivery of such new post-petition Manufacturer
Program, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
-2-
defaults
by the Bankrupt Manufacturer thereunder; provided
that
notwithstanding the foregoing, the Confirmation Condition shall be deemed
satisfied until the 90th
calendar
day following the initial filing in respect of such Chapter 11
Proceedings.”
““Excluded
Receivable Amount”
means,
as of any date of determination, the greater of the Moody’s Excluded Receivable
Amount and the Standard & Poor’s Excluded Receivable Amount as of such
date.”
““Finance
Guide”
means
the Black Book Official Finance/Lease Guide.”
““Inclusion
Date”
means,
with respect to any Vehicle, the date that is three months after the earlier
of
(i) the date such Vehicle became a Redesignated Vehicle and (ii) if the
Manufacturer of such Vehicle is a Bankrupt Manufacturer, the date upon which
the
Event of Bankruptcy which caused such Manufacturer to become a Bankrupt
Manufacturer first occurred.”
““Market
Value Average”
means,
as of any day, the percentage equivalent of a fraction, the numerator of which
is the average of the Selected Fleet Market Value as of the preceding
Determination Date and the two Determination Dates precedent thereto and the
denomin-ator of which is the sum of (a) the average of the aggregate Net Book
Value of all Non-Program Vehicles (excluding (i) any Unaccepted Program
Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any other
Non-Program Vehicles that are subject to a Manufacturer Program with an Eligible
Non-Program Manufacturer with respect to which no Manufacturer Event of Default
has occurred and is continuing) and (b) the average of the aggregate Adjusted
Net Book Value of all Adjusted Program Vehicles, in the case of each of clause
(a) and (b) leased under the AESOP I Operating Lease and the Finance Lease
as of
the preceding Determination Date and the two Determination Dates precedent
thereto.”
““Moody’s
Excluded Manufacturer Receivable Specified Percentage”
means,
as of any date of determination, with respect to each Moody’s Non-Investment
Grade Manufacturer as of such date, the percentage (not to exceed 100%) most
recently specified in writing by Moody’s to CRCF and the Trustee and consented
to by the Surety Provider with respect to such Moody’s Non-Investment Grade
Manufacturer; provided,
however,
that as
of the Series 2002-2 Seventh Amendment Effective Date the Moody’s Excluded
Manufacturer Receivable Specified Percentage for each Moody’s Non-Investment
Grade Manufacturer shall be 100%; provided further
that the
initial Moody’s Excluded Manufacturer Receivable Specified Percentage with
respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
Manufacturer after the Series 2002-2 Seventh Amendment Effective Date shall
be
100%.”
““Moody’s
Excluded Receivable Amount”
means,
as of any date of determination, the sum of the following amounts with respect
to each Moody’s Non-Investment Grade Manufacturer as of such date: the product
of (i) to the extent such amounts are included in the calculation of AESOP
I
Operating Lease Loan Agreement Borrowing Base as of such date, all amounts
receivable, as of such date, by AESOP Leasing or the Intermediary from such
Moody’s Non-Investment Grade Manufacturer
-3-
and
(ii)
the Moody’s Excluded Manufacturer Receivable Specified Percentage for such
Moody’s Non-Investment Grade Manufacturer as of such date.”
““Moody’s
Non-Investment Grade Manufacturer”
means,
as of any date of determination, any Manufacturer that (i) is not a Bankrupt
Manufacturer and (ii) does not have a long-term senior unsecured debt rating
of
at least “Baa3” from Moody’s; provided
that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from
at
least “Baa3” to below “Baa3” by Moody’s after the Series 2002-2 Seventh
Amendment Effective Date shall not be deemed a Moody’s Non-Investment Grade
Manufacturer until the thirtieth (30th)
calendar day following such downgrade.”
““Selected
Fleet Market Value”
means,
with respect to all Adjusted Program Vehicles and all Non-Program Vehicles
(excluding (i) any Unaccepted Program Vehicles, (ii) any Excluded Redesignated
Vehicles and (iii) any other Non-Program Vehicles that are subject to a
Manufacturer Program with an Eligible Non-Program Manufacturer with respect
to
which no Manufacturer Event of Default has occurred and is continuing) as of
any
date of determination, the sum of the respective Market Values of each such
Adjusted Program Vehicle and each such Non-Program Vehicle, in each case subject
to the AESOP I Operating Lease or the Finance Lease as of such date. For
purposes of computing the Selected Fleet Market Value, the “Market Value” of an
Adjusted Program Vehicle or a Non-Program Vehicle means the market value of
such
Vehicle as specified in the most recently published NADA Guide for the model
class and model year of such Vehicle based on the average equipment and the
average mileage of each Vehicle of such model class and model year then leased
under the AESOP I Operating Lease and the Finance Lease; provided,
that if
the NADA Guide is not being published or the NADA Guide is being published
but
such Vehicle is not included therein, the Market Value of such Vehicle shall
be
based on the market value specified in the most recently published Finance
Guide
for the model class and model year of such Vehicle based on the average
equipment and the average mileage of each Vehicle of such model class and model
year then leased under the AESOP I Operating Lease or the Finance Lease;
provided,
further,
that if
the Finance Guide is being published but such Vehicle is not included therein,
the Market Value of such Vehicle shall mean (x) in the case of an Adjusted
Program Vehicle, the Adjusted Net Book Value of such Adjusted Program Vehicle
and (y) in the case of a Non-Program Vehicle, the Net Book Value of such
Non-Program Vehicle provided,
further,
that if
the Finance Guide is not being published, the Market Value of such Vehicle
shall
be based on an independent third-party data source selected by the Administrator
and approved by each Rating Agency that is rating any Series of Notes and the
Surety Provider (such approval not to be unreasonably withheld or delayed),
at
the request of CRCF based on the average equipment and average mileage of each
Vehicle of such model class and model year then leased under the AESOP I
Operating Lease or the Finance Lease; provided,
further,
that if
no such third-party data source or methodology shall have been so approved
or
any such third-party data source or methodology is not available, the Market
Value of such Vehicle shall be equal to a reasonable estimate of the wholesale
market value of such Vehicle as determined by the Administrator, based on the
Net Book Value of such Vehicle and any other factors deemed relevant by the
Administrator.”
-4-
““Series
2002-2 Moody’s Highest Enhanced Vehicle Percentage” means,
as
of any date of determination, a fraction, expressed as a percentage, (a) the
numerator of which is the sum of (i) the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease that are either not subject
to
a Manufacturer Program (including by reason of rejection in a bankruptcy or
repudiation by the Manufacturer) or not eligible for repurchase under a
Manufacturer Program as of such date and (ii) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease that are either not subject to a Manufacturer Program (including
by reason of rejection in a bankruptcy or repudiation by the Manufacturer)
or
not eligible for repurchase under a Manufacturer Program as of such date and
(b)
the denominator of which is the sum of (i) the aggregate Net Book Value of
all
Vehicles leased under the AESOP I Operating Lease as of such date and (ii)
the
Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles
leased under the AESOP II Operating Lease as of such date.”
““Series
2002-2 Moody’s Highest Enhancement Rate”
means,
as of any date of determination, the greater of (a) 39.5% and (b) the sum of
(i)
39.5% and (ii) the highest, for any calendar month within the preceding twelve
calendar months, of the greater of (x) an amount (not less than zero) equal
to
100% minus
the
Measurement Month Average for the immediately preceding Measurement Month and
(y) an amount (not less than zero) equal to 100% minus
the
Market Value Average as of the Determination Date within such calendar month
(excluding the Market Value Average for any Determination Date which has not
yet
occurred).”
““Series
2002-2 Moody’s Intermediate Enhanced Vehicle Percentage”
means,
as of any date of determination, 100% minus
the sum
of (a) the Series 2002-2 Moody’s Lowest Enhanced Vehicle Percentage and (b) the
Series 2002-2 Moody’s Highest Enhanced Vehicle Percentage.”
““Series
2002-2 Moody’s Intermediate Enhancement Rate”
means,
as of any date of determination, 38.25%.”
““Series
2002-2 Moody’s Lowest Enhanced Vehicle Percentage”
means,
as of any date of determination, a fraction, expressed as a percentage, (a)
the
numerator of which is the sum, without duplication, of (1) the sum of (A) the
aggregate Net Book Value of all Program Vehicles leased under the AESOP I
Operating Lease that are manufactured by Eligible Program Manufacturers having
long-term senior unsecured debt ratings of “Baa2” or higher from Moody’s as of
such date and (B) the Series 2002-2 VFN Percentage of the aggregate Net Book
Value of all Program Vehicles leased under the AESOP II Operating Lease that
are
manufactured by Eligible Program Manufacturers having long-term senior unsecured
debt ratings of “Baa2” or higher from Moody’s as of such date, (2) so long as
any Eligible Non-Program Manufacturer has a long-term senior unsecured debt
rating of “Baa2” or higher from Moody’s and no Manufacturer Event of Default has
occurred and is continuing with respect to such Eligible Non-Program
Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased
under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
Manufacturer that are subject to a Manufacturer Program and remain eligible
for
-5-
repurchase
thereunder as of such date and (3) the lesser of (A) the sum of (x) if as of
such date any Eligible Program Manufacturer has a long-term senior unsecured
debt rating of “Baa3” from Moody’s, the sum of (I) the aggregate Net Book Value
of all Program Vehicles leased under the AESOP I Operating Lease manufactured
by
each such Eligible Program Manufacturer as of such date and (II) the Series
2002-2 VFN Percentage of the aggregate Net Book Value of all Program Vehicles
leased under the AESOP II Operating Lease manufactured by each such Eligible
Program Manufacturer as of such date and (y) if as of such date any Eligible
Non-Program Manufacturer has a long-term senior unsecured debt rating of “Baa3”
from Moody’s and no Manufacturer Event of Default has occurred and is continuing
with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book
Value of all Non-Program Vehicles leased under the AESOP I Operating Lease
manufactured by each such Eligible Non-Program Manufacturer that are subject
to
a Manufacturer Program and remain eligible for repurchase thereunder as of
such
date and (B) 10% of the sum of (I) the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease as of such date and (II) the Series
2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles leased
under the AESOP II Operating Lease as of such date and (b) the denominator
of
which is the sum of (1) the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date and (2) the Series 2002-2
VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of such date.”
““Series
2002-2 Moody’s Lowest Enhancement Rate”
means,
as of any date of determination, 16.5%.”
““Series
2002-2 Moody’s Required Enhancement Percentage”
means,
as of any date of determination, the sum of (i) the product of (A) the Series
2002-2 Moody’s Lowest Enhancement Rate and (B) the Series 2002-2 Moody’s Lowest
Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series
2002-2 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series
2002-2 Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and
(iii) the product of (A) the Series 2002-2 Moody’s Highest Enhancement Rate as
of such date and (B) the Series 2002-2 Moody’s Highest Enhanced Vehicle
Percentage as of such date.”
““Series
2002-2 Non-Investment Grade Manufacturer”
means,
as of any date of determination, any Moody’s Non-Investment Grade Manufacturer
or any Standard & Poor’s Non-Investment Grade Manufacturer as of such
date.”
““Series
2002-2 Non-Investment Grade Manufacturer Percentage”
means,
with respect to any Series 2002-2 Non-Investment Grade Manufacturer, as of
any
date of determination, a fraction, expressed as a percentage, (i) the numerator
of which is the sum of (x) the aggregate Net Book Value of all Vehicles
manufactured by such Series 2002-2 Non-Investment Grade Manufacturer and leased
under the AESOP I Operating Lease as of such date and (y) the Series 2002-2
VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
such
Non-Investment Grade Manufacturer and leased under the AESOP II Operating Lease
as of such date and (ii) the denominator of which is the sum of (x) the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date and (y) the Series 2002-2 VFN Percentage of
-6-
the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.”
““Series
2002-2 Standard & Poor’s Highest Enhanced Vehicle Percentage” means,
as
of any date of determination, a fraction, expressed as a percentage, (a) the
numerator of which is the sum of (i) the sum of (A) the aggregate Net Book
Value
of all Vehicles leased under the AESOP I Operating Lease that are manufactured
by either of the Standard & Poor’s Specified Non-Investment Grade
Manufacturers as of such date and (B) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease that are manufactured by either of the Standard & Poor’s Specified
Non-Investment Grade Manufacturers as of such date, (ii) the excess, if any,
of
(A) the sum of (1) the aggregate Net Book Value of all Vehicles leased under
the
AESOP I Operating Lease that are manufactured by a Standard & Poor’s
Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
Non-Investment Grade Manufacturer, as of such date and (2) the Series 2002-2
VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease that are manufactured by a Standard & Poor’s
Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
Non-Investment Grade Manufacturer, as of such date over
(B) 30%
of the sum of (1) the aggregate Net Book Value of all Vehicles leased under
the
AESOP I Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of such date and (iii) the sum of (A) the aggregate Net
Book
Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by a Bankrupt Manufacturer and (B) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease that are manufactured by a Bankrupt Manufacturer and (b) the
denominator of which is the sum of (i) the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of such date and (ii)
the
Series 2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles
leased under the AESOP II Operating Lease as of such date.”
““Series
2002-2 Standard & Poor’s Highest Enhancement Rate”
means,
as of any date of determination, the sum of the Series 2002-2 Standard &
Poor’s Intermediate Enhancement Rate as of such date and 9.75%.”
““Series
2002-2 Standard & Poor’s Intermediate Enhanced Vehicle
Percentage”
means,
as of any date of determination, 100% minus
the sum
of (a) the Series 2002-2 Standard & Poor’s Lowest Enhanced Vehicle
Percentage and (b) the Series 2002-2 Standard & Poor’s Highest Enhanced
Vehicle Percentage.”
““Series
2002-2 Standard & Poor’s Intermediate Enhancement Rate”
means,
as of any date of determination, the greater of (a) 29.75%
and (b)
the sum of (i) 29.75%
and (ii)
the highest, for any calendar month within the preceding twelve calendar months,
of the greater of (x) an amount (not less than zero) equal to 100% minus
the
Measurement Month Average for the immediately preceding Measurement Month and
(y) an amount (not less than zero) equal to 100% minus
the
Market Value Average as of
-7-
the
Determination Date within such calendar month (excluding the Market Value
Average for any Determination Date which has not yet occurred).”
““Series
2002-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage”
means,
as of any date of determination, a fraction, expressed as a percentage, (a)
the
numerator of which is the sum, without duplication, of (1) the sum of (A) the
aggregate Net Book Value of all Program Vehicles leased under the AESOP I
Operating Lease that are manufactured by Eligible Program Manufacturers having
long-term senior unsecured debt ratings of “A” or higher from Standard &
Poor’s as of such date and (B) the Series 2002-2 VFN Percentage of the aggregate
Net Book Value of all Program Vehicles leased under the AESOP II Operating
Lease
that are manufactured by Eligible Program Manufacturers having long-term senior
unsecured debt ratings of “A” or higher from Standard & Poor’s as of such
date, (2) so long as any Eligible Non-Program Manufacturer has a long-term
senior unsecured debt rating of “A” or higher from Standard & Poor’s and no
Manufacturer Event of Default has occurred and is continuing with respect to
such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all
Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
by
each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
Program and remain eligible for repurchase thereunder as of such date and (3)
the lesser of (A) the sum of (x) if as of such date any Eligible Program
Manufacturer has a long-term senior unsecured debt rating of “A-” from Standard
& Poor’s, the sum of (I) the aggregate Net Book Value of all Program
Vehicles leased under the AESOP I Operating Lease manufactured by each such
Eligible Program Manufacturer as of such date and (II) the Series 2002-2 VFN
Percentage of the Aggregate Net Book Value of all Program Vehicles leased under
the AESOP II Operating Lease manufactured by each such Eligible Program
Manufacturer as of such date and (y) if as of such date any Eligible Non-Program
Manufacturer has a long-term senior unsecured debt rating of “A-” from Standard
& Poor’s and no Manufacturer Event of Default has occurred and is continuing
with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book
Value of all Non-Program Vehicles leased under the AESOP I Operating Lease
manufactured by each such Eligible Non-Program Manufacturer that are subject
to
a Manufacturer Program and remain eligible for repurchase thereunder as of
such
date and (B) 10% of the sum of (x) the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease as of such date and (y) the Series
2002-2 VFN Percentage of the aggregate Net Book Value of all Vehicles leased
under the AESOP II Operating Lease as of such date and (b) the denominator
of
which is the sum of (1) the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date and (2) the Series 2002-2
VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of such date.”
““Series
2002-2 Standard & Poor’s Lowest Enhancement Rate”
means,
as of any date of determination, 20.75%.”
““Series
2002-2 Standard & Poor’s Required Enhancement Percentage”
means,
as of any date of determination, the sum of (i) the product of (A) the Series
2002-2 Standard & Poor’s Lowest Enhancement Rate and (B) the Series 2002-2
Standard & Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii)
the product of (A) the
-8-
Series
2002-2 Standard & Poor’s Intermediate Enhancement Rate as of such date and
(B) the Series 2002-2 Standard & Poor’s Intermediate Enhanced Vehicle
Percentage as of such date, and (iii) the product of (A) the Series 2002-2
Standard & Poor’s Highest Enhancement Rate as of such date and (B) the
Series 2002-2 Standard & Poor’s Highest Enhanced Vehicle Percentage as of
such date.”
““Standard
& Poor’s Excluded Manufacturer Receivable Specified
Percentage”
means,
as of any date of determination, with respect to each Standard & Poor’s
Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed
100%) most recently specified in writing by Standard & Poor’s to CRCF and
the Trustee and consented to by the Surety Provider with respect to such
Standard & Poor’s Non-Investment Grade Manufacturer; provided,
however,
that as
of the Series 2002-2 Seventh Amendment Effective Date the Standard & Poor’s
Excluded Manufacturer Receivable Specified Percentage for each Standard &
Poor’s Non-Investment Grade Manufacturer shall be 100%; provided further
that the
initial Standard & Poor’s Excluded Manufacturer Receivable Specified
Percentage with respect to any Manufacturer that becomes a Standard & Poor’s
Non-Investment Grade Manufacturer after the Series 2002-2 Seventh Amendment
Effective Date shall be 100%.”
““Standard
& Poor’s Excluded Receivable Amount”
means,
as of any date of determination, the sum of the following amounts with respect
to each Standard & Poor’s Non-Investment Grade Manufacturer as of such date:
the product of (i) to the extent such amounts are included in the calculation
of
AESOP I Operating Lease Loan Agreement Borrowing Base as of such date, all
amounts receivable, as of such date, by AESOP Leasing or the Intermediary from
such Standard & Poor’s Non-Investment Grade Manufacturer and (ii) the
Standard & Poor’s Excluded Manufacturer Receivable Specified Percentage for
such Standard & Poor’s Non-Investment Grade Manufacturer as of such
date.”
““Standard
& Poor’s Non-Investment Grade Manufacturer”
means,
as of any date of determination, any Manufacturer that (i) is not a Bankrupt
Manufacturer and (ii) does not have a long-term senior unsecured debt rating
of
at least “A-” from Standard & Poor’s; provided
that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from
at
least “A-” to below “A-” by Standard & Poor’s after the Series 2002-2
Seventh Amendment Effective Date shall not be deemed a Standard & Poor’s
Non-Investment Grade Manufacturer until the thirtieth (30th)
calendar day following such downgrade.”
““Standard
& Poor’s Specified Non-Investment Grade Manufacturer”
means,
as of any date of determination, each of the Standard & Poor’s
Non-Investment Grade Manufacturers with the two highest Series 2002-2
Non-Investment Grade Manufacturer Percentages as of such date.”
3. Amendment
of Definitions.
Each of
the following defined terms, as set forth in Article I(b) of the Series 2002-2
Supplement, is hereby amended and restated in its entirety as
follows:
-9-
““Principal
Deficit Amount”
means,
on any date of determination, the excess, if any, of (i) the Series 2002-2
Invested Amount on such date (after giving effect to the distribution of the
Monthly Total Principal Allocation for the Related Month if such date is a
Distribution Date) over (ii) the sum of (a) the Series 2002-2 AESOP I Operating
Lease Loan Agreement Borrowing Base and (b) the Series 2002-2 VFN Percentage
of
(1) the AESOP II Loan Agreement Borrowing Base minus
(2) the
AESOP II Excluded Receivable Amount on such date.”
““Scheduled
Expiry Date”
means,
with respect to any Purchaser Group, March 20, 2007, as such date may be
extended in accordance with Section 2.6(b).”
““Series
2002-2 AESOP I Operating Lease Loan Agreement Borrowing Base”
means,
as of any date of deter-mination, the product of (a) the Series 2002-2 AESOP
I
Operating Lease Vehicle Percentage as of such date and (b) the excess of
(i) the AESOP I Operating Lease Loan Agreement Borrowing Base as of such
date over
(ii) the Excluded Receivable Amount as of such date.”
““Series
2002-2 Overcollateralization Amount”
means
(i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency
exists, the Series 2002-2 Required Over-collaterali-zation Amount as of such
date and (ii) as of any date on which an AESOP I Operating Lease Vehicle
Deficiency exists, the excess, if any, of (x) the sum of the Series 2002-2
AESOP
I Operating Lease Loan Agreement Borrowing Base and the Series 2002-2 VFN
Percentage of (1) the AESOP II Loan Agreement Borrowing Base minus
(2) the
AESOP II Excluded Receivable Amount as of such date over (y) the Series 2002-2
Invested Amount as of such date.”
““Series
2002-2 Required AESOP I Operating Lease Vehicle Amount”
means,
as of any date of determination, the excess, if any, of (x) the sum of the
Series 2002-2 Required Overcollateralization Amount and the Series 2002-2
Invested Amount as of such date over
(y) the Series 2002-2 VFN Percentage of (i) the AESOP II Loan Agreement
Borrowing Base as of such date minus
(ii) the
AESOP II Excluded Receivable Amount.”
““Series
2002-2 Required Enhancement Amount”
means,
as of any date of determination, the sum of:
(i) the
product of the Series 2002-2 Required Enhancement Percentage as of such date
and
the Series 2002-2 Invested Amount as of such date;
(ii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Program Vehicle Amount as of the immediately preceding Business Day over
the
Series 2002-2 Maximum Non-Program Vehicle Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Non-Program
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) the Series 2002-2 Maximum Non-Program Vehicle
Percentage of the sum
-10-
of
(1)
the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles leased
under the AESOP II Operating Lease as of the immediately preceding Business
Day
and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the
Net
Book Value of all Vehicles leased under the AESOP I Operating Lease as of the
immediately preceding Business Day;
(iii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
under the Leases as of the immediately preceding Business Day over the Series
2002-2 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Mitsubishi and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi
and
leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 5% of the sum of (1) the Series 2002-2 VFN Percentage
of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;
(iv) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu or Subaru,
individually, and leased under the Leases as of the immediately preceding
Business Day over the Series 2002-2 Maximum Individual Kia/Isuzu/Subaru Amount
as of the immediately preceding Business Day and (y) the excess, if any, of
(A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
Book Value of all Vehicles manufactured by Kia, Isuzu or Subaru, individually,
and leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Kia, Isuzu
or
Subaru, individually, and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 5% of the sum of (1) the Series
2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of the
immediately preceding Business Day;
(v) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai or Suzuki,
individually, and leased under the Leases as of the immediately preceding
Business Day over the Series 2002-2 Maximum Individual Hyundai/Suzuki Amount
as
of the immediately preceding Business Day and (y) the excess, if any, of
(A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
Book Value of all Vehicles manufactured by Hyundai or Suzuki, individually,
and
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2
-11-
AESOP
I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
manufactured by Hyundai or Suzuki, individually, and leased under the AESOP
I
Operating Lease as of the immediately preceding Business Day over (B) 7.5%
of
the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;
(vi) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia, Isuzu, Subaru,
Hyundai or Suzuki, in the aggregate, and leased under the Leases as of the
immediately preceding Business Day over the Series 2002-2 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of the immediately preceding Business
Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Kia,
Isuzu, Subaru, Hyundai or Suzuki, in the aggregate, and leased under the AESOP
II Operating Lease as of the immediately preceding Business Day and (2) the
Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value
of all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the
aggregate, and leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) 20% of the sum of (1) the Series 2002-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of
all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;
(vii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2
VFN Percentage of the Net Book Value of all Vehicles titled in the States of
Ohio, Oklahoma and Nebraska and leased under the AESOP II Operating Lease as
of
the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles titled
in the States of Ohio, Oklahoma and Nebraska and leased under the AESOP I
Operating Lease as of the immediately preceding Business Day over (B) 7.5%
of
the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;
(viii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2002-2 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of
all
Vehicles
-12-
manufactured
by Manufacturers other than Eligible Non-Program Manufacturers and leased under
the AESOP I Operating Lease as of the immediately preceding Business Day over
(B) 3% of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value
of all Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day; and
(ix) at
any
time that the long-term senior unsecured debt rating of Nissan is “BBB-” or
above from Standard & Poor’s and “Baa3” or above from Moody’s, 0 and in all
other cases the greater of (x) the Series 2002-2 Percentage of the excess,
if
any, of the aggregate Net Book Value of all Vehicles manufactured by Nissan
and
leased under the Leases as of the immediately preceding Business Day over the
Series 2002-2 Maximum Nissan Amount as of the immediately preceding Business
Day
and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Nissan and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Nissan and
leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 5% of the sum of (1) the Series 2002-2 VFN Percentage
of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease
as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day.”
““Series
2002-2 Required Enhancement Percentage”
means,
as of any date of determination, the greater of (i) the Series 2002-2 Standard
& Poor’s Required Enhancement Percentage as of such date and (ii) the Series
2002-2 Moody’s Required Enhancement Percentage as of such date.”
““Series
2002-2 Required Liquidity Amount”
means,
with respect to any Distribution Date, an amount equal to 4.75% of the Series
2002-2 Invested Amount on such Distribution Date (after giving effect to any
payments of principal to be made on the Series 2002-2 Notes on such Distribution
Date).”
4. Deletion
of Definitions.
The
following definitions are hereby deleted from the Series 2002-2 Supplement:
“Series 2002-2 Bankrupt Manufacturer Vehicle Percentage”, “Series 2002-2
Non-Program Vehicle Percentage”, “Series 2002-2 Program Vehicle Percentage”,
“Series 2002-2 Required Incremental Bankrupt Manufacturer Rate” and “Series
2002-2 Required Non-Program Enhancement Percentage”.
5. Amendment
to Section 3.11(a).
The
strike rate of 4.0% in Section 3.11(a) of the Series 2002-2 Supplement is hereby
increased to 6.0%.
-13-
6. Amendment
to Schedule I.
(a) On
the Series 2002-2 Seventh Amendment Effective Date (defined below), Schedule
I
to the Series 2002-2 Supplement shall be amended by deleting such Schedule
in
its entirety and substituting in lieu thereof a new Schedule I in the form
of
Schedule A to this Amendment, which shall have the effect of increasing the
Maximum Purchaser Group Invested Amount for each Purchaser Group pursuant to
Section 2.6(a) of the Series 2002-2 Supplement, as indicated on Schedule A
hereto.
7. This
Amendment is limited as specified and, except as expressly stated herein, shall
not constitute a modification, acceptance or waiver of any other provision
of
the Series 2002-2 Supplement.
8. Waiver
of Notice Requirements, Waiver of Pro Rata Draw and Consent to Extension under
Section 2.6(b).
Each
Purchaser Group, by executing this Amendment, (i) hereby waives the requirement
set forth in Section 2.6(b) of the Series 2002-2 Supplement that CRCF provide
the Administrative Agent with sixty (60) days’ prior written notice of any
proposed extension of the Scheduled Expiry Date, (ii)
hereby waives, solely with respect to the initial Increase on or after the
Series 2002-2 Seventh Amendment Effective Date, the requirement set forth in
Section 2.3(a) of the Series 2002-2 Supplement that CRCF provide the
Administrative Agent with written notice of any Increase no later than 3:00
p.m.
(New York City time) two (2) Business Days prior to the date of such Increase,
(iii) hereby waives the requirement under Section 2.3(a) of the Series 2002-2
Supplement, solely with respect to the initial Increase on or after the Series
2002-2 Seventh Amendment Effective Date, that each Purchaser Group fund the
full
amount of its Commitment Percentage of such Increase; provided,
that,
after giving effect to such Increase, the Purchaser Group Invested Amount with
respect to each Purchaser Group shall be equal to its Maximum Purchaser Group
Invested Amount and (iv)
hereby
agrees to the extension of the Scheduled Expiry Date as effected by this
Amendment.
9. This
Amendment shall become effective as of the first date (the “Series
2002-2 Seventh Amendment Effective Date”)
on
which each of the following
have occurred: (i) each of the parties hereto shall have executed and delivered
this Amendment to the Trustee, and the Trustee shall have executed this
Amendment, (ii) the Rating Agency Consent Condition shall have been satisfied
with respect to this Amendment, (iii) the required enhancement shall be
available to ensure that no Series 2002-2 Enhancement Deficiency shall occur
in
accordance with the terms of the Series 2002-2 Supplement, as amended by this
Amendment on such date and (iv) all certificates and opinions of counsel
required under the Base Indenture or by the Series 2002-2 Noteholders shall
have
been delivered to the Trustee and the Series 2002-2 Noteholders, as applicable;
provided,
however,
that
notwithstanding clause (iii) above, the Series 2002-2 Seventh Amendment
Effective Date shall be no later than March 21, 2006.
10. From
and
after the Series 2002-2 Seventh Amendment Effective Date, all references to
the
Series 2002-2 Supplement shall be deemed to be references to the Series 2002-2
Supplement as amended hereby.
11. This
Amendment may be executed in separate counterparts by the parties hereto, each
of which when so executed and delivered shall be an original but all of which
shall together constitute one and the same instrument.
-14-
12. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
-15-
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above
first
written.
|
CENDANT
RENTAL CAR FUNDING (AESOP) LLC, as Issuer
|
|||
|
By:
|
/s/:
Lori Gebron
|
||
|
Name: Lori
Gebron
Title: Vice
President
|
|
THE
BANK OF NEW YORK, as Trustee and Series 2002-2
Agent
|
|||
|
By:
|
/s/:
Alan Li
|
||
|
Name: Alan
Li
Title:
Assistant Treasurer
|
AGREED,
ACKNOWLEDGED AND CONSENTED:
|
SHEFFIELD
RECEIVABLES CORPORATION,
as
a CP Conduit Purchaser under the Series
2002-2
Supplement
|
|||
|
By:
|
Barclays
Bank PLC
|
||
|
as
Attorney-in-Fact
|
|||
|
By:
|
/s/:
Fouad S. Onbargi
|
||
|
Name:
Fouad S. Onbargi
Title:
Director
|
|
BARCLAYS
BANK PLC,
as
a Funding Agent and an APA Bank under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
Jeffrey Goldberg
|
||
|
Name:
Jeffrey Goldberg
Title:
Associate Director
|
|
GEMINI
SECURITIZATION CORP., LLC,
as
a CP Conduit Purchaser under the Series
2002-2
Supplement
|
|||
|
By:
|
/s/:
Douglas Donaldson
|
||
|
Name:
Douglas Donaldson
Title:
Treasurer
|
|
DEUTSCHE
BANK AG, NEW YORK BRANCH,
as
a Funding Agent and an APA Bank under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
Michael Cheng
|
||
|
Name:
Michael Cheng
Title:
Director
|
|||
|
By:
|
/s/:
Stanley Chao
|
||
|
Name:
Stanley Chao
Title:
Director
|
|
LIBERTY
STREET FUNDING CORPORATION,
as
a CP Conduit Purchaser under the Series
2002-2
Supplement
|
|||
|
By:
|
/s/:
Bernard J. Angelo
|
||
|
Name:
Bernard J. Angelo
Title:
Vice President
|
|
THE
BANK OF NOVA SCOTIA,
as
a Funding Agent and an APA Bank under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
J. Alan Edwards
|
||
|
Name:
J. Alan Edwards
Title:
Managing Director
|
|
YC
SUSI TRUST,
as
a CP Conduit Purchaser under the Series
2002-2
Supplement
|
|||
|
By:
|
Bank
of America, National Association,
|
||
|
as
Administrative Trustee
|
|||
|
By:
|
/s/:
Willem Van Beek
|
||
|
Name:
Willem Van Beek
Title:
Principal
|
|
BANK
OF AMERICA, NATIONAL ASSOCIATION,
as
a Funding Agent and an APA Bank under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
Willem Van Beek
|
||
|
Name:
Willem Van Beek
Title:
Principal
|
|
PARADIGM
FUNDING LLC,
as
a CP Conduit Purchaser under the Series
2002-2
Supplement
|
|||
|
By:
|
/s/:
Doris J. Hearn
|
||
|
Name:
Doris J. Hearn
Title:
Vice President
|
|
WESTLB
AG, NEW
YORK BRANCH,
as
a Funding Agent and an APA Bank under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
Matthew F. Tallo
|
||
|
Name:
Matthew F. Tallo
Title:
Director
|
|||
|
By:
|
/s/:
Laura Spichiger
|
||
|
Name:
Laura Spichiger
Title:
Associate Director
|
|
CHARTA,
LLC,
as
a CP Conduit Purchaser
|
|||
|
By:
|
Citicorp
North America, Inc., as
|
||
|
Attorney-in-fact
|
|||
|
By:
|
/s/:
Rosalia Agresti
|
||
|
Name:
Rosalia Agresti
Title:
Vice President
|
|
CITIBANK,
N.A., as
an
APA Bank
|
|||
|
By:
|
/s/:
Hugo Arias
|
||
|
Name:
Hugo Arias
Title:
Director
|
|
CITICORP
NORTH AMERICA, INC.,
as
a Funding Agent
|
|||
|
By:
|
/s/:
Rosalia Agresti
|
||
|
Name:
Rosalia Agresti
Title:
Vice President
|
|
JUPITER
SECURITIZATION CORPORATION,
as
a CP Conduit Purchaser under
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/:
George S. Wilkins
|
||
|
Name:
George S. Wilkins
Title:
Vice President
|
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION
(formerly
known as JPMorgan Chase Bank),
as
a Funding Agent under the Series
2002-2
Supplement
|
|||
|
By:
|
/s/:
George S. Wilkins
|
||
|
Name:
George S. Wilkins
Title:
Vice President
|
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION
(formerly
known as JPMorgan Chase Bank),
as
an APA Bank under the Series 2002-2
Supplement
|
|||
|
By:
|
/s/:
George S. Wilkins
|
||
|
Name:
George S. Wilkins
Title:
Vice President
|
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION
(formerly
known as JPMorgan Chase Bank),
as
Administrative Agent under the Series
2002-2
Supplement
|
|||
|
By:
|
/s/:
George S. Wilkins
|
||
|
Name:
George S. Wilkins
Title:
Vice President
|
SCHEDULE
I TO SERIES 2002-2 SUPPLEMENT
|
CP
Conduit
|
APA
Banks
|
Funding
Agent
|
APA
Bank Percentage
|
Maximum
Purchaser
Group
Invested
Amount
|
Match
Funding
|
Purchased
Percentage
|
|
|
1.
|
Sheffield
Receivables Corporation
|
Barclays
Bank PLC
|
Barclays
Bank PLC
|
100%
|
$100,000,000
|
Yes
|
10.0%
|
|
2.
|
Gemini
Securitization Corp., LLC
|
Deutsche
Bank AG, New York Branch
|
Deutsche
Bank AG, New York Branch
|
100%
|
$125,000,000
|
No
|
12.5%
|
|
3.
|
Liberty
Street Funding Corporation
|
The
Bank of Nova Scotia
|
The
Bank of Nova Scotia
|
100%
|
$125,000,000
|
No
|
12.5%
|
|
4.
|
YC
SUSI Trust
|
Bank
of America, National Association
|
Bank
of America, National Association
|
100%
|
$125,000,000
|
No
|
12.5%
|
|
5.
|
Paradigm
Funding LLC
|
WestLB
AG, New York Branch
|
WestLB
AG, New York Branch
|
100%
|
$125,000,000
|
No
|
12.5%
|
|
6
|
Charta,
LLC
|
Citibank,
N.A.
|
Citicorp
North America, Inc.
|
100%
|
$125,000,000
|
No
|
12.5%
|
|
7.
|
Jupiter
Securitization Corporation
|
JPMorgan
Chase Bank, N.A.
|
JPMorgan
Chase Bank, N.A.
|
100%
|
$275,000,000
|
No
|
27.5%
|