Exhibit 4.13


 


ALAMO FINANCING L.P.,


 


as Issuer


 


and


 


THE BANK OF NEW YORK,


 


as Trustee


 


FIFTH AMENDED AND RESTATED SERIES 1999-1 SUPPLEMENT


 


dated as of April 13, 2006


 


to


 


FIFTH AMENDED AND RESTATED BASE INDENTURE


 


dated as of April 13, 2006


 




Variable Funding Rental Car Asset Backed Notes


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  INITIAL ISSUANCE AND
  INCREASES, DECREASES AND LKE DECREASES OF PRINCIPAL AMOUNT OF SERIES 1999-1
  NOTES

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Procedure for Increasing
  the Series 1999-1 Invested Amount

  	
  9

  
	
  Section 2.2

  	
  Procedure for Decreasing
  the Series 1999-1 Invested Amount

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SERIES 1999-1
  ALLOCATIONS

  	
  12

  
	
  Section 3.1

  	
  Establishment of Series 1999-1
  Collection Account, Series 1999-1 Accrued Interest Account and Series 1999-1
  Excess Collection Account

  	
  12

  
	
  Section 3.2

  	
  Allocations with Respect
  to the Series 1999-1 Notes

  	
  15

  
	
  Section 3.3

  	
  Payments To Series 1999-1
  Noteholder

  	
  16

  
	
  Section 3.4

  	
  Payment of Note Principal

  	
  18

  
	
  Section 3.5

  	
  The Servicer’s Failure to
  Instruct the Trustee to Make a Deposit or Payment

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AMORTIZATION EVENTS

  	
  19

  
	
  Section 4.1

  	
  Amortization Events

  	
  19

  
	
  Section 4.2

  	
  Rights of the Trustee upon
  Affiliate Issuer Liquidation Event

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF SERIES 1999-1
  NOTES

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  GENERAL

  	
  22

  
	
  Section 6.1

  	
  Optional Repurchase

  	
  22

  
	
  Section 6.2

  	
  Information

  	
  22

  
	
  Section 6.3

  	
  Exhibits

  	
  22

  
	
  Section 6.4

  	
  Series 1999-1 Demand
  Note

  	
  23

  
	
  Section 6.5

  	
  Ratification of Base
  Indenture

  	
  23

  
	
  Section 6.6

  	
  Counterparts

  	
  23

  
	
  Section 6.7

  	
  Governing Law

  	
  23

  
	
  Section 6.8

  	
  Amendments

  	
  23

  
	
  Section 6.9

  	
  Notice to Rating Agencies

  	
  23

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 6.10

  	
  Effectiveness of Amendment
  and Restatement

  	
  23

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A:

  	
  Form of Variable
  Funding Note

  	
   

  
	
  Exhibit B:

  	
  Form of Series 1999-1
  Demand Note

  	
   

  
				



 


ii

















 


EXECUTION COPY


 


FIFTH AMENDED AND RESTATED SERIES 1999-1 SUPPLEMENT, dated as of April 13,
2006 (as amended, modified, restated or supplemented from time to time in
accordance with the terms hereof, this “Series Supplement”) between
Alamo Financing L.P., a special purpose limited partnership established under
the laws of Delaware (the “Issuer”) and The Bank of New York, a New York
banking corporation, as trustee (together with its successors in trust under
the Base Indenture referred to below, the “Trustee”), to the Fifth
Amended and Restated Base Indenture, dated as of April 13, 2006, between
the Issuer and the Trustee (as amended, modified, restated or supplemented from
time to time, exclusive of Series Supplements, the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


WHEREAS,
the Issuer and the Trustee are parties to a Fourth Amended and Restated Series 1999-1
Supplement, dated as of March 4, 2005 (as amended prior to the date
hereof, the “Existing Series 1999-1 Supplement”), to the Base
Indenture;


 


WHEREAS,
the parties to the Existing Series 1999-1 Supplement desire to amend and
restate the Existing Series 1999-1 Supplement in its entirety;


 


WHEREAS,
Section 6.8 of the Existing Series 1999-1 Supplement provides that
the Existing Series 1999-1 Supplement may be amended in accordance
with the terms of the Base Indenture;


 


WHEREAS,
Section 12.2 of the Base Indenture permits the Issuer and the Trustee with
the consent of any applicable Enhancement Provider and the Requisite Investors,
and upon satisfaction of the Rating Agency Confirmation Condition with respect
to each affected Series of Notes, to enter into one or more indentures
supplemental to the Base Indenture;


 


NOW,
THEREFORE, the parties hereto agree that the Existing Series 1999-1
Supplement shall be and hereby is amended and restated in its entirety to read
as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base
Indenture and this Series Supplement and such Series of Notes shall
be designated generally as Variable Funding Rental Car Asset Backed Notes, Series 1999-1.


 


The
proceeds from the sale of the Series 1999-1 Notes (as defined herein) and
the proceeds from any Increase (as defined herein) shall be deposited in the
Collection Account and shall be available to the Issuer and used to (i) acquire
Eligible Vehicles or refinance Eligible Vehicles then owned by the Issuer, for
leasing under the Lease, (ii) finance or refinance Eligible Receivables
hereunder and (iii) make payments in reduction of the Invested Amount of
other Series of Notes.


 

















 


The
Series 1999-1 Notes are a non-Segregated Series of Notes (as more
fully described in the Base Indenture). Accordingly, all references in this Series Supplement
to “all” Series of Notes (and all references in this Series Supplement
to terms defined in the Base Indenture that contain references to “all” Series of
Notes) shall refer to all Series of Notes other than Segregated Series of
Notes. In addition, the Series 1999-1 Notes are hereby designated as a Series of
Group I Notes, and this Series Supplement is hereby designated as a Group
I Supplement. No other Series of Notes will be permitted to be designated
as Group I Notes.


 


ARTICLE I




DEFINITIONS


 


(a)                                  All capitalized terms not otherwise defined
herein are defined in the Definitions List attached to the Base Indenture as Schedule 1
thereto, as amended, modified, restated or supplemented from time to time in
accordance with the terms of the Base Indenture (exclusive of any Series Supplements).
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 1999-1
Notes and not to any other Series of Notes issued by the Issuer. All
references herein to the “Series 1999-1 Supplement” shall mean the Base
Indenture, as supplemented hereby. Reference is hereby made to the Master
Exchange Agreement (and the LKE Program implemented in accordance therewith)
which should be read and construed in conjunction with this Series Supplement
when interpreting or otherwise determining the context of any provision of this
Series Supplement.


 


(b)                                 The following words and phrases shall have
the following meanings with respect
to the Series 1999-1 Notes and the definitions of such terms are
applicable to the singular as well as the plural form of such terms and to
the masculine as well as the feminine and neuter genders of such terms:


 


“ARG
Agreements” means the ARG Indenture and any other agreements relating to
the issuance of any series of ARG Notes to which ARG is a party.


 


“ARG
Amortization Event” means any one of the events with respect to any series of
the ARG Notes described in Section 9.1 of the ARG Indenture.


 


“ARG
Committed Purchaser” means a special purpose company that has committed to
purchase a series of ARG Notes from ARG from time to time and that
finances such purchases with, among other things, the proceeds of commercial
paper notes issued by such special purpose company.


 


2

















 


“ARG
Mandatory Prepayment Amount” means, on any Business Day, the aggregate
outstanding principal amount of the ARG Notes of any series with respect
to which an ARG Amortization Event shall have occurred and is continuing.


 


“ARG
Noteholder” means a Person in whose name an ARG Note is registered in
accordance with the ARG Indenture.


 


“ARG
Notes” means any one of the series of Rental Car Asset Backed Notes
issued by ARG pursuant to the ARG Base Indenture that are secured by collateral
that includes, among other things, a security interest in all of ARG’s right,
title and interest in the Series 1999-1 Notes.


 


“ARG
Revolving Period Termination Date” means the first day on which the
principal amount of each series of ARG Notes outstanding is amortizing in
accordance with the applicable ARG Non-Segregated Series Supplement and no
ARG Noteholder is obligated to make further investments in its ARG Notes under
the applicable ARG Non-Segregated Series Supplement or otherwise.


 


“Base
Indenture” is defined in the preamble.


 


“Decrease” has the meaning specified in Section 2.2
of this Series Supplement.


 


“Deficiency
Amount” has the meaning specified in Section 3.3(a) of
this Series Supplement.


 


“Increase”
has the meaning specified in Section 2.1(a) of this Series Supplement.


 


“Issuer’s
Share” has the meaning specified in the ARG Base Indenture.


 


“LKE
Decrease” has the meaning
specified in Section 2.2 of this Series Supplement.


 


“Monthly
Total Principal Allocation” means for any Related Month the sum of all Series 1999-1
Principal Allocations with respect to such Related Month.


 


“Original
Series 1999-1 Demand Note” means the demand note made by ANC Rental
Corporation to Alamo Rent-A-Car LLC and assigned by Alamo Rent-A-Car LLC to the
Issuer which was payable by ANC Rental Corporation upon the Issuer’s demand.


 


“Outstanding”
means with respect to the Series 1999-1 Notes, all Series 1999-1
Notes theretofore authenticated and delivered under the Indenture, except
(a) Series 1999-1 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 1999-1 Notes which have not
been presented for payment but funds for the payment of which are on deposit in
the Series 1999-1 Collection Account and are


 


3

















 


available for payment of
such Series 1999-1 Notes, and Series 1999-1 Notes which are
considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 1999-1
Notes in exchange for or in lieu of which other Series 1999-1 Notes have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Trustee is presented that any such Series 1999-1 Notes
are held by a purchaser for value.


 


“Rating
Agencies” means, with respect to the Series 1999-1 Notes, Standard &
Poor’s, Moody’s and any other nationally recognized rating agency rating any series of
ARG Notes at the request of ARG or rating any commercial paper notes issued by
an ARG Committed Purchaser.


 


“Record
Date” means, with respect to each Distribution Date, the Business Day
immediately preceding such Distribution Date.


 


“Repurchase
Amount” means, on the Repurchase Date, an amount equal to the Series 1999-1
Invested Amount, plus (i) all accrued and unpaid interest on the Series 1999-1
Notes for the period from and including the immediately preceding Distribution
Date to and excluding the Repurchase Date calculated at the Series 1999-1
Note Rate, (ii) the Series Monthly Servicing Fee calculated for the
period from and including the immediately preceding Distribution Date to and
excluding the Repurchase Date and (iii) without duplication, any other Series 1999-1
Accrued Amounts then due and payable.


 


“Repurchase
Date” has the meaning specified in Section 6.1 of this Series Supplement.


 


“Series 1999-1
Accrued Amounts” means, on any date of determination, the sum of (i) accrued
and unpaid interest on the Series 1999-1 Notes as of such date, (ii) the
accrued and unpaid Series Monthly Servicing Fee with respect to the Series 1999-1
Notes payable by the Issuer pursuant to Section 26.1 of the Lease
on such date and (iii) the product of (A) the Carrying Charges (other
than the Series Monthly Servicing Fee payable with respect to any Series)
payable on such date times (B) the Series 1999-1 Percentage as of the
immediately preceding Distribution Date.


 


“Series 1999-1
Accrued Interest Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 1999-1
Additional Account Collateral” has the meaning specified in Section 3.1(d) of
this Series Supplement.


 


“Series 1999-1
Affiliate Issuer Liquidation Event” means any one of the events with
respect to any series of the ARG Notes defined as a “Series ARG
Liquidation Event” with respect to such series in the related ARG
Non-Segregated Series Supplement.


 


4

















 


“Series 1999-1
Aggregate Asset Amount” means, as of any date of determination, the product
of (a) the Series 1999-1 Group I Percentage as of such date and (b) the
Aggregate Asset Amount as of such date.


 


“Series 1999-1
Closing Date” means February 26, 1999.


 


“Series 1999-1
Collection Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 1999-1
Custody Revocation Trigger Event” means the occurrence and continuation of (i) a
Liquidation Event of Default, (ii) a Series 1999-1 Limited
Liquidation Event of Default, (iii) a Series 1999-1 Affiliate Issuer
Liquidation Event, (iv) an ARG Amortization Event which with passage of
time would become a Series 1999-1 Affiliate Issuer Liquidation Event,
which has continued uncured for 15 days, or (v) a breach of the covenants
set forth in clause (iv) of Section 24.11 of the Lease,
which breach has continued uncured for 30 days after receipt by the Servicer of
written notice thereof.


 


“Series 1999-1
Demand Note” means the demand note made by Vanguard to the Issuer which is
payable by Vanguard upon the Issuer’s demand, substantially in the form of
Exhibit B.


 


“Series 1999-1
Deposit Date” has the meaning specified in Section 3.2 of this Series Supplement.


 


“Series 1999-1
Enhancement Amount” means, as of any date of determination, the Series 1999-1
Overcollateralization Amount as of such date.


 


“Series 1999-1
Enhancement Deficiency” means, on any date of determination, the amount by
which the Series 1999-1 Enhancement Amount is less than the Series 1999-1
Required Enhancement Amount as of such date.


 


“Series 1999-1
Excess Collection Account” has the meaning specified in Section 3.1(b) of
this Series Supplement.


 


“Series 1999-1
Group I Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 1999-1
Invested Amount as of such date and the denominator of which is the aggregate
Invested Amount of all Series of Group I Notes Outstanding as of such
date.


 


“Series 1999-1
Initial Invested Amount” means $1,546,000,824.


 


“Series 1999-1
Interest Period” means a period commencing on and including a Distribution
Date and ending on and including the day preceding the next succeeding
Distribution Date; provided, however, that the initial Series 1999-1
Interest Period shall commence on and include the Series 1999-1 Closing
Date and end on and include March 21, 1999.


 


5

















 


“Series 1999-1
Invested Amount” means, (i) when used with respect to any date prior
to October 14, 2003, an amount equal to (a) the Series 1999-1
Initial Invested Amount minus (b) the amount of principal payments
made pursuant to Section 3.4 of this Series Supplement to the Series 1999-1
Noteholder on or prior to such date plus (c) any Increases in the Series 1999-1
Invested Amount pursuant to Section 2.1 of this Series Supplement
on or prior to such date, and (ii) when used with respect to any date on
or subsequent to October 14, 2003, an amount equal to (a) $0 minus
(b) the amount of principal payments made pursuant to Section 3.4
of this Series Supplement to the Series 1999-1 Noteholder on or prior
to such date, but on or subsequent to October 14, 2003, minus (c) the
amount of LKE Decreases made on or prior to such date plus (d) any
Increases in the Series 1999-1 Invested Amount pursuant to Section 2.1
of this Series Supplement on or prior to such date, but on or subsequent
to October 14, 2003; provided that, on October 14, 2003, for
all purposes including, without limitation, the calculation of the Series 1999-1
Invested Amount pursuant to clause (ii) of this definition, there
shall be an Increase in the Series 1999-1 Invested Amount in the amount of
$69,480,015.78.


 


“Series 1999-1
Invested Percentage” means on any date of determination:


 


(a)                                  when used with respect to Principal
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be equal to the sum of the Series 1999-1
Invested Amount and the Series 1999-1 Overcollateralization Amount,
determined during the Series 1999-1 Revolving Period at the close of
business on the immediately preceding Business Day, or, during the Series 1999-1
Rapid Amortization Period, at the close of business on the last day of the Series 1999-1
Revolving Period, and the denominator of which shall be the greater of (I) the
Aggregate Asset Amount determined during the Series 1999-1 Revolving
Period as of such date of determination or, during the Series 1999-1 Rapid
Amortization Period, at the close of business on the last day of the Series 1999-1
Revolving Period, and (II) as of the same date as in clause (I), the sum of the numerators used to
determine invested percentages for allocations with respect to Principal
Collections (for all Series of Group I Notes and all classes of such Series of
Group I Notes); and


 


(b)                                 when used with respect to Interest
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be the Series 1999-1
Accrued Amounts on such date of determination, and the denominator of which
shall be the aggregate Accrued Amounts with respect to all Series of Group
I Notes on such date of determination.


 


“Series 1999-1
Limited Liquidation Event of Default” means, so long as such event or
condition continues, any Series 1999-1 Affiliate Issuer Liquidation Event
or any event or condition of the type specified in clause (a), (b), (c), (d), (g)(i) or
(h) of Article IV of this Series Supplement that
continues for thirty (30) days (without double counting the cure period, if
any, provided therein); provided, however that any Series 1999-1 Affiliate
Issuer Liquidation Event or event or condition of the type specified in clause
(a), (b), (c), (d), (g)(i) or (h) of
Section 4.1 of this Series Supplement shall not constitute a Series 1999-1
Limited Liquidation Event of Default if within such thirty (30)


 


6

















 


day period, such Series 1999-1
Affiliate Issuer Liquidation Event or Amortization Event, as the case may be,
shall have been cured, and, after such cure is provided for, the Series 1999-1
Rating Agency Confirmation Condition shall have been satisfied with respect to
such cure.


 


“Series 1999-1
Maximum Invested Amount”  means
$3,000,000,000 as such amount may be increased or reduced from time to
time pursuant to a written agreement between the Issuer and ARG.


 


“Series 1999-1
Noteholder” means ARG, as registered holder of the Series 1999-1
Notes.


 


“Series 1999-1
Note Rate” means, with respect to any Series 1999-1 Interest Period,
the interest rate equal to the sum of (a) 1/12
of the Additional Spread Percentage as of the first day of such Series 1999-1
Interest Period and (b) the percentage equivalent of a fraction, (i) the
numerator of which is equal to the sum of (x) the product of (A) the sum
of (1) the aggregate amount of interest payable by ARG on the ARG Notes in
respect of such Series 1999-1 Interest Period on the next succeeding
Distribution Date (excluding any amounts previously paid pursuant to Section 3.3(c) of
this Series Supplement), (2) all unpaid fees, costs, expenses and
indemnities payable by ARG on or prior to such Distribution Date pursuant to
the ARG Indenture and any of the other ARG Agreements (including any amounts
payable by ARG to any Person providing credit enhancement for any ARG Notes), (3) all
unreimbursed out-of-pocket costs and expenses (including reasonable attorneys’
fees and legal expenses) incurred by ARG in connection with the administration,
enforcement, waiver or amendment of the ARG Indenture and any of the other ARG
Agreements on or prior to such Distribution Date and (4) all other
operating expenses of ARG (including any management fees) and (B) the
Issuer’s Share as of the first day of such Series 1999-1 Interest Period
and (y) all unreimbursed out-of-pocket costs and expenses (including reasonable
attorneys’ fees and legal expenses) incurred by ARG in connection with the
administration, enforcement, waiver or amendment of any Related Document prior
to such Distribution Date and (ii) the denominator of which is equal to
the average daily Series 1999-1 Invested Amount during such Series 1999-1
Interest Period; provided, however, that the Series 1999-1
Note Rate will in no event be higher than the maximum rate permitted by
applicable law.


 


“Series 1999-1
Notes” means any one of the Series 1999-1 Variable Funding Rental Car
Asset Backed Notes, executed by the Issuer and authenticated and delivered by
or on behalf of the Trustee, substantially in the form of Exhibit A.


 


“Series 1999-1
Overcollateralization Amount” means, as of any date of determination, the
excess, if any, of the Series 1999-1 Aggregate Asset Amount over the Series 1999-1
Invested Amount as of such date.


 


“Series 1999-1
Percentage” means, as of any date of determination, a fraction, expressed
as a percentage, the numerator of which is the Series 1999-1 Invested


 


7

















 


Amount as of such date and
the denominator of which is the aggregate Invested Amount of each Series of
Notes outstanding as of such date.


 


“Series 1999-1
Principal Allocation” has the meaning specified in Section 3.2(a)(ii) of
this Series Supplement.


 


“Series 1999-1
Rapid Amortization Period” means the period beginning at the close of
business on the Business Day immediately preceding the day on which a
Termination Event is deemed to have occurred and ending upon the earliest to
occur of (i) the date on which the Series 1999-1 Notes are fully
paid, (ii) the Series 1999-1 Termination Date and (iii) the
termination of the Indenture.


 


“Series 1999-1
Rating Agency Confirmation and Consent Condition” means, with respect to
the Series 1999-1 Notes and any action, that (i) each Rating Agency
shall have notified the Trustee, ARG and the ARG Trustee in writing that such
action will not result in a reduction or withdrawal of the rating of any series of
ARG Notes (without regard to the presence of any insurance policy guaranteeing
the payment of principal of, or interest on, any such series of ARG Notes)
or the rating of any commercial paper notes issued by an ARG Committed
Purchaser and (ii) ARG shall have consented in writing to such action.


 


“Series 1999-1
Rating Agency Confirmation Condition” means, with respect to the Series 1999-1
Notes and any action, that each Rating Agency shall have notified the Trustee,
ARG and the ARG Trustee in writing that such action will not result in a
reduction or withdrawal of the rating of any series of ARG Notes (without
regard to the presence of any insurance policy guaranteeing the payment of
principal of, or interest on, any such series of ARG Notes) or the rating
of any commercial paper notes issued by an ARG Committed Purchaser.


 


“Series 1999-1
Required Enhancement Amount” means, as of any date of determination, the Series 1999-1
Required Overcollateralization Amount on such date.


 


“Series 1999-1
Required Noteholders” means the ARG Trustee acting at the direction of the
requisite percentage of the ARG Noteholders in accordance with the ARG
Indenture.


 


“Series 1999-1
Required Overcollateralization Amount” means, as of any date of
determination, the product of (x) 0.50% and (y) the Series 1999-1 Invested
Amount as of such date.


 


“Series 1999-1
Revolving Period” means the period from and including the Series 1999-1
Closing Date to the commencement of the Series 1999-1 Rapid Amortization
Period.


 


“Series 1999-1
Servicing Fee Percentage” means 0.50% per annum.


 


8

















 


“Series 1999-1
Termination Date” means the first Distribution Date that is 60 or more
months after the ARG Revolving Period Termination Date.


 


“Series Supplement”
has the meaning set forth in the preamble.


 


“Termination
Event” means the earlier to occur of (a) the day on which an
Amortization Event is deemed to have occurred with respect to the Series 1999-1
Notes and (b) the ARG Revolving Period Termination Date.


 


ARTICLE II



INITIAL ISSUANCE AND INCREASES, DECREASES AND LKE DECREASES OF

PRINCIPAL AMOUNT OF SERIES 1999-1 NOTES


 


Section 2.1                                      Procedure for Increasing the Series 1999-1
Invested Amount. 


 


(a)                                  Subject to satisfaction of the conditions
precedent set forth in subsection (b) of this Section 2.1,
(i) on the Series 1999-1 Closing Date, the Issuer may issue Series 1999-1
Notes in the initial principal amount equal to the Series 1999-1 Initial
Invested Amount and (ii) on any Business Day during the Series 1999-1
Revolving Period, the Issuer may increase the Series 1999-1 Invested
Amount (each such increase referred to herein as an “Increase”), in each
case in order, (x) upon request by a Lessee (or the Servicer, on its behalf),
to acquire Eligible Vehicles or refinance Eligible Vehicles then owned by the
Issuer, in each case, for leasing under the Lease or to finance or refinance
Eligible Receivables hereunder or (y) to allow the Issuer or its General
Partner to declare and pay distributions out of earnings or capital surplus
computed in accordance with GAAP applied on a consistent basis. The Issuer may effect
an Increase, upon receipt of confirmation from ARG of the availability of funds
under the ARG Indenture in an amount equal to such Increase, by issuing, at
par, additional principal amounts of the Series 1999-1 Notes. Proceeds
from the initial issuance of the Series 1999-1 Notes and from any Increase
shall be deposited into the Series 1999-1 Collection Account and allocated
in accordance with Article III hereof. Upon each Increase, the
Trustee shall, or shall cause the Registrar to, indicate in the Note Register
such Increase.


 


(b)                                 The initial Series 1999-1 Notes will be
issued on the Series 1999-1 Closing Date and the Series 1999-1
Invested Amount may be increased on any Business Day during the Series 1999-1
Revolving Period, in each case pursuant to subsection (a) above,
only upon satisfaction of each of the following conditions (as evidenced by an
Officer’s Certificate delivered by the Issuer to the Trustee, which Officer’s
Certificate shall certify whether such initial issuance or increase will be
used for the purposes specified in subsection (a)(x) above or for
the purposes specified in subsection (a)(y) above) with respect to
such initial issuance and each proposed Increase:


 


(i)                                     the amount of such issuance or Increase shall
be equal to or greater than $100,000;


 


9

















 


(ii)                                  after giving effect to such issuance or
Increase, the Series 1999-1 Invested Amount shall not exceed the Series 1999-1
Maximum Invested Amount;


 


(iii)                               after giving effect to such issuance or
Increase and the application of the proceeds thereof, no Series 1999-1
Enhancement Deficiency shall exist;


 


(iv)                              after giving effect to such issuance or
Increase and the application of the proceeds thereof, the amount of the Series 1999-1
Demand Note shall not be less than the amount referred to in Section 6.4
of this Series Supplement at such time.


 


(v)                                 no Amortization Event or Potential
Amortization Event with respect to the Series 1999-1 Notes, Liquidation
Event of Default or Series 1999-1 Limited Liquidation Event of Default
with respect to the Series 1999-1 Notes shall have occurred or be
continuing;


 


(vi)                              such issuance or Increase and the application
of the proceeds thereof shall not result in the occurrence of (1) an
Amortization Event, a Liquidation Event of Default or a Series 1999-1
Limited Liquidation Event of Default, or (2) 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 1999-1
Limited Liquidation Event of Default;


 


(vii)                           such issuance or Increase and the application
of the proceeds thereof shall not result in the occurrence of an ARG
Amortization Event with respect to any series of ARG Notes or an event or
occurrence, which, with the passing of time or the giving of notice thereof, or
both, would become an ARG Amortization Event with respect to any series of
ARG Notes;


 


(viii)                        notice of such Increase shall have been
delivered to ARG and the Trustee;


 


(ix)                                all representations and warranties set forth
in Article 7 of the Base Indenture and Section 23 of the Lease
shall be true and correct (in all material respects to the extent any such
representations and warranties do not incorporate a materiality limitation in
their terms) on such date (except to the extent such representations and
warranties relate to an earlier date, in which case, such representations and
warranties shall be true and correct as of such earlier date);


 


(x)                                   (1) on the Series 1999-1 Closing Date,
the Lessees shall have delivered to the Trustee the original Counterpart No. 1
of the Lease (as set forth on the cover page and signature page of the
Lease) and (2) on the date of


 


10

















 


any
Increase the Trustee shall have in its possession the original of Counterpart No. 1
of the Lease (as set forth on the cover page and signature page of
the Lease);


 


In
addition to the conditions set forth in clauses (i) through (x)
of this subsection (b), the following conditions (as evidenced by
an Officer’s Certificate delivered by the Issuer to the Trustee, which Officer’s
Certificate shall certify whether such initial issuance or increase will be
used for the purposes specified in subsection (a)(x) above or for
the purposes specified in subsection (a)(y) above) must be
satisfied with respect to the initial issuance of the Series 1999-1 Notes
and each proposed Increase to the extent such initial issuance and each
proposed Increase are used for the purposes specified in subsection (a)(x)
above:


 


(xi)                                all conditions precedent to the acquisition
or refinancing of additional Vehicles or the financing of Eligible Receivables
hereunder shall have been satisfied;


 


(xii)                             the Master Collateral Agent shall have
previously received executed counterparts of the Assignment Agreements related
to the assignment of rights under each Manufacturer Program under which Program
Vehicles designated in the applicable Vehicle Order will be or have been
purchased and are proposed to be included in the Aggregate Asset Amount, duly
executed by the applicable Lessee, the Issuer, the Master Collateral Agent and
each applicable Manufacturer;


 


(xiii)                          the Master Collateral Agent shall have
previously received a copy of each Manufacturer Program under which Program
Vehicles designated in the applicable Vehicle Order will be or have been
purchased and are proposed to be included in the Aggregate Asset Amount and an
Officer’s Certificate duly executed by an Authorized Officer of the applicable
Lessee certifying that each such copy is true, correct and complete as of such
date; and


 


(xiv)                         if any portion of the proceeds thereof are to
be applied to refinance Eligible Receivables or Eligible Vehicles owned by the
Issuer hereunder, the Issuer or a Lessee shall have prepared or shall have
caused to be prepared a Refinanced Vehicle Schedule concerning such
Eligible Receivables or Eligible Vehicles and delivered or caused to be
delivered such Refinanced Vehicle Schedule to the Master Collateral Agent
and the Trustee.


 


Section 2.2                                      Procedure for Decreasing the Series 1999-1
Invested Amount. (i) On
any Business Day, the Issuer may elect to decrease the Series 1999-1
Invested Amount and, in any event, shall decrease the Series 1999-1
Invested Amount in an amount equal to the funds remaining on deposit in the Series 1999-1
Excess Collection Account at 5:00 p.m. (New York City time) on such
Business Day (each such decrease referred to as a “Decrease”) by
withdrawing from the Series 1999-1 Excess Collection Account and distributing
to the Series 1999-1 Noteholder in respect of principal of the


 


11

















 


Series 1999-1 Notes, an
amount equal to the amount of such Decrease in accordance with Section 3.4(b).
Upon each Decrease, the Trustee shall, or shall cause the Registrar to indicate
in the Note Register such Decrease in accordance with a written direction from
the Issuer. The amount of any Decrease shall not exceed the amount on deposit
in the Series 1999-1 Excess Collection Account and available for
distribution to the Series 1999-1 Noteholder in respect of principal of
the Series 1999-1 Notes. In addition, on any Business Day, the Series 1999-1
Invested Amount shall be decreased in an amount equal to the amounts paid
directly to the ARG Trustee or deposited into the Collection Account (as
defined in the ARG Indenture) on such Business Day pursuant to and in
accordance with the provisions of the Master Exchange Agreement (each such
decrease referred to as a “LKE Decrease”). Upon each LKE Decrease, the
Trustee shall, or shall cause the Registrar to indicate in the Note Register
such LKE Decrease in accordance with a written direction from the Issuer.


 


ARTICLE III



SERIES 1999-1 ALLOCATIONS


 


With
respect to the Series 1999-1 Notes only, the following shall apply:


 


Section 3.1                                      Establishment of Series 1999-1
Collection Account, Series 1999-1 Accrued Interest Account and Series 1999-1
Excess Collection Account.


 


(a)                                  All Collections allocable to the Series 1999-1
Notes shall be allocated to the Collection Account.


 


(b)                                 The Trustee will also create or establish as
segregated trust accounts, in each case for the benefit of the Series 1999-1
Noteholder, the Series 1999-1 Collection Account (such account, the “Series 1999-1
Collection Account”), the Series 1999-1 Accrued Interest Account (such
account, the “Series 1999-1 Accrued Interest Account”) and the Series 1999-1
Excess Collection Account (such account, the “Series 1999-1 Excess
Collection Account”). If the Trustee establishes the Series 1999-1 Collection
Account, the Series 1999-1 Accrued Interest Account and/or the Series 1999-1
Excess Collection Account as segregated trust accounts, the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and/or the Series 1999-1
Excess Collection Account, as the case may be, shall be established and
maintained by the Trustee as segregated trust accounts in the name of the
Trustee for the benefit of the Series 1999-1 Noteholder. Each such account
shall be maintained (i) with a Qualified Institution or (ii) as a
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as
trustee for funds deposited in such account; provided, that, if such
account is not a segregated trust account and is maintained with a Qualified
Institution and at any time such Qualified Institution fails to satisfy the
definition of Qualified Institution, then the Trustee shall, within 10 days of
such reduction, establish a new segregated trust account with a new Qualified
Institution or a new segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and


 


12

















 


acting as trustee for funds
deposited in such account. If a new Series 1999-1 Collection Account, Series 1999-1
Accrued Interest Account or Series 1999-1 Excess Collection Account is
established pursuant to the preceding sentence, the Trustee shall transfer all
cash and investments from the previously existing non-qualifying account into
the newly established account. Initially, each of the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and the Series 1999-1
Excess Collection Account will be established as a segregated trust account
with The Bank of New York. The Issuer shall instruct the institution
maintaining the Collection Account, the Series 1999-1 Collection Account,
the Series 1999-1 Accrued Interest Account and/or the Series 1999-1
Excess Collection Account, as the case may be, to invest funds on deposit
in each such account at all times in Permitted Investments selected by the
Issuer (by standing instructions or otherwise); provided, however,
that investments of amounts allocated to the Series 1999-1 Excess
Collection Account shall mature no later than the Business Day following the
date on which such funds were invested and investments of all other amounts on
deposit in the Collection Account, the Series 1999-1 Accrued Interest
Account or the Series 1999-1 Collection Account shall mature not later
than the Business Day prior to the Distribution Date following the date on
which such funds were so invested, except for any Permitted Investment held in
the Collection Account which is in an investment made by the Trustee, in which
event such investment may mature on such Distribution Date so long as such
funds shall be available for withdrawal on or prior to such Distribution Date.
All such Permitted Investments will be credited to the related segregated trust
account and any such Permitted Investments that constitute (i) Physical
Property (and that is not a United States Security Entitlement or Security
Entitlement)  or Uncertificated
Securities (and that is not a United States Security Entitlement or Security
Entitlement) shall be delivered to the Trustee in accordance with the
definition of “Delivery” and shall be held by the Trustee pending maturity or
disposition and (ii) United States Security Entitlements or Security Entitlements
shall be Controlled by the Trustee pending maturity or disposition. The Trustee
shall, at the expense of the Issuer, take such action as is requested of it to
maintain the Trustee’s security interest in the Permitted Investments credited
to the Collection Account, the Series 1999-1 Collection Account, the Series 1999-1
Accrual Interest Account and/or the Series 1999-1 Excess Collection
Account, as the case may be. In the absence of written investment
instructions hereunder, funds on deposit in the Collection Account, the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and/or the Series 1999-1
Excess Collection Account, as the case may be, shall remain uninvested.
Neither the Issuer nor the Trustee shall dispose of (or permit the disposal of)
any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the purchase price of such Permitted
Investment.


 


(c)                                  Earnings from the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and the Series 1999-1
Excess Collection Account.
All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in each of the Series 1999-1 Collection Account, the Series 1999-1
Accrued Interest Account and the Series 1999-1 Excess Collection Account
shall be deemed to be on deposit therein and available for distribution.


 


13

















 


(d)                                 Series 1999-1 Collection Account, Series 1999-1
Accrued Interest Account and Series 1999-1 Excess Collection Account
Constitute Additional Collateral for Series 1999-1 Notes. In order to secure and provide for the
repayment and payment of the amounts owing by the Issuer hereunder, with
respect to each of the Series 1999-1 Collection Account, the Series 1999-1
Accrued Interest Account and/or the Series 1999-1 Excess Collection
Account which is established as a segregated trust account, the Issuer hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 1999-1 Noteholders, all
of the Issuer’s right, title and interest in and to the following (whether now
or hereafter existing or acquired):  (i) the
Series 1999-1 Collection Account, the Series 1999-1 Accrued Interest
Account and the Series 1999-1 Excess Collection Account, including any
security entitlement thereto;  (ii) all
funds on deposit in, as the case may be, each of the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account and the Series 1999-1
Excess Collection Account from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account or the Series 1999-1
Excess Collection Account, as the case may be, or the funds on deposit
therein from time to time; (iv) all investments made at any time and from
time to time with monies in the Series 1999-1 Collection Account, the Series 1999-1
Accrued Interest Account or the Series 1999-1 Excess Collection Account,
as the case may be, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 1999-1 Collection Account, the Series 1999-1 Accrued
Interest Account or the Series 1999-1 Excess Collection Account, as the
case may be, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series 1999-1
Additional Account Collateral”). If any of the Series 1999-1
Collection Account, the Series 1999-1 Accrued Interest Account or the Series 1999-1
Excess Collection Account is a segregated trust account, the Trustee, for the
benefit of the Series 1999-1 Noteholders, shall possess all right, title
and interest in all funds on deposit from time to time in such trust account
and in all proceeds thereof, and shall be the only person authorized to
originate entitlement orders in respect of each such account. The Series 1999-1
Additional Account Collateral shall be under the sole dominion and control of
the Trustee, for the benefit of the Series 1999-1 Noteholders. The Issuer
hereby authorizes the Trustee, and appoints the Trustee as its agent and attorney
in fact, to file any such financing statement or continuation statement in
order to perfect or maintain the first-priority Lien created by this Indenture
in the Collateral, but the Trustee shall not be obligated to so file.


 


Section 3.2                                      Allocations with Respect to the Series 1999-1
Notes. The proceeds from the
issuance of the Series 1999-1 Notes will be deposited into the Collection
Account. On the Series 1999-1 Closing Date and each Business Day on which
proceeds from any Increase or Collections are deposited into the Collection
Account (each such date, a “Series 1999-1 Deposit Date”), the Servicer
will direct the Trustee in


 


14

















 


writing to allocate all
amounts deposited into the Collection Account in accordance with the provisions
of this Section 3.2:


 


(a)                                  Allocations of Collections During the Series 1999-1
Revolving Period. During the
Series 1999-1 Revolving Period, the Servicer will direct the Trustee in
writing to allocate, prior to 12:00 noon (New York City time) on each Series 1999-1
Deposit Date, all amounts deposited into the Collection Account as set forth
below:


 


(i)                                     allocate to the Series 1999-1 Collection
Account an amount equal to the Series 1999-1 Invested Percentage (as of
such day) of the aggregate amount of Interest Collections on such day. All such
amounts allocated to the Series 1999-1 Collection Account shall be further
allocated to the Series 1999-1 Accrued Interest Account; and


 


(ii)                                  allocate to the Series 1999-1 Excess
Collection Account an amount equal to the sum of (A) the Series 1999-1
Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day (for any such day, the “Series 1999-1 Principal
Allocation”) plus (B) the proceeds from the issuance of the Series 1999-1
Notes and from any Increase, which amounts may be applied to make a
Decrease in accordance with Sections 2.2 and 3.4(b).


 


(b)                                 Allocations of Collections During the Series 1999-1
Rapid Amortization Period.
With respect to the Series 1999-1 Rapid Amortization Period, the Servicer
will direct the Trustee in writing to allocate, prior to 12:00 noon (New York
City time) on any Series 1999-1 Deposit Date, all amounts deposited into
the Collection Account as set forth below:


 


(i)                                     allocate to the Series 1999-1 Collection
Account an amount determined as set forth in Section 3.2(a)(i) above
for such day, which amount shall be further allocated to the Series 1999-1
Accrued Interest Account; and


 


(ii)                                  allocate to the Series 1999-1 Collection
Account an amount equal to the Series 1999-1 Principal Allocation for such
day, which amount shall be used to make principal payments in respect of the Series 1999-1
Notes until the Series 1999-1 Invested Amount has been reduced to zero.


 


(c)                                  Series 1999-1 Excess Collection Account. Amounts allocated to the Series 1999-1
Excess Collection Account on any Series 1999-1 Deposit Date will be first,
used to pay the ARG Mandatory Prepayment Amount pursuant to Section 3.4(c) of
this Series Supplement, second, used to pay the principal amount of
any other Series of Notes that are then required to be paid under the Base
Indenture, as supplemented by the Series Supplement relating to such Series of
Notes, third, used, at the option of the Issuer, to make a Decrease in
accordance with Sections 2.2 and 3.4(b) of this Series Supplement,
fourth, at the option of the Issuer, released to the Issuer and used by
the Issuer to refinance Eligible Receivables or to acquire or refinance
Eligible Vehicles hereunder or for any other purpose, in each case, only to the
extent that no Series 1999-1 Enhancement


 


15

















 


Deficiency would result
from, or exist after, the release of such funds to the Issuer, fifth, at
the option of the Issuer, released to the Issuer and used by the Issuer or its
General Partner to declare and pay distributions out of earnings or capital
surplus computed in accordance with GAAP applied on a consistent basis, only to
the extent that no Series 1999-1 Enhancement Deficiency or ARG
Amortization Event with respect to any series of ARG Notes would result
from, or exist after, the release of such funds to the Issuer and sixth,
used to make a mandatory Decrease in accordance with Sections 2.2 and 3.4(b) of
this Series Supplement. The Issuer may transfer funds to the Trustee
for deposit in the Series 1999-1 Excess Collection Account on any Business
Day. Upon receipt of any such funds, the Trustee shall deposit them in the Series 1999-1
Excess Collection Account. Upon the occurrence of a Termination Event, funds
allocated to the Series 1999-1 Excess Collection Account will be allocated
as Principal Collections by the Trustee to the Series 1999-1 Collection
Account and applied to reduce the Series 1999-1 Invested Amount on the
immediately succeeding Distribution Date. Prior to refinancing Eligible
Receivables with funds released from the Series 1999-1 Excess Collection
Account, the Issuer shall prepare or cause to be prepared a Refinanced Vehicle Schedule concerning
such Eligible Receivables and deliver or cause to be delivered such Refinanced
Vehicle Schedule to the Master Collateral Agent and the Trustee.


 


Section 3.3                                      Payments To Series 1999-1 Noteholder. 


 


On
each Determination Date, as provided below, the Servicer shall instruct the Trustee
in writing to withdraw, and on the following Distribution Date the Trustee,
acting in accordance with such instructions, shall withdraw the amounts
required to be withdrawn from the Collection Account pursuant to Section 3.3(a) and
(b) below in respect of all funds available from Interest
Collections processed since the preceding Distribution Date and allocated to
the Series 1999-1 Noteholder (less any portion thereof paid to the Series 1999-1
Noteholder during such period pursuant to Section 3.3(c) below).


 


(a)                                  Note Interest with respect to the Series 1999-1
Notes. On each Determination
Date, the Servicer shall instruct the Trustee in writing as to the amount to be
withdrawn and paid pursuant to this Section 3.3(a) from
amounts allocated to the Series 1999-1 Accrued Interest Account to the
extent funds are anticipated to be available from Interest Collections
allocable to the Series 1999-1 Notes processed from but not including the
preceding Distribution Date through and including the succeeding Distribution
Date in respect of (x) first, an amount equal to interest accrued on the Series 1999-1
Notes during the Series 1999-1 Interest Period ending on the day preceding
such succeeding Distribution Date which will be equal to the product of (i) the
Series 1999-1 Note Rate for such Series 1999-1 Interest Period and (ii) the
average daily Series 1999-1 Invested Amount during such Series 1999-1
Interest Period, and (y) then, an amount equal to the amount of any unpaid
Deficiency Amounts, as of the preceding Distribution Date (together with any
accrued interest on such Deficiency Amounts). If the amount available to pay
the amounts described in clauses (x) and
(y) of the preceding sentence of this Section 3.3(a) is
insufficient to pay such amounts on any Distribution Date, payments of interest
to the Series 1999-1 Noteholder will be reduced by the amount of such


 


16

















 


deficiency. The amount, if
any, of such deficiency on any Distribution Date shall be referred to as the “Deficiency
Amount.”  Interest shall accrue on
the Deficiency Amount for each Series 1999-1 Interest Period at the Series 1999-1
Note Rate for such Series 1999-1 Interest Period. On the following
Distribution Date, the Trustee shall, as instructed above, withdraw an amount
equal to the accrued interest on the Series 1999-1 Notes (as determined
above) and the Deficiency Amount, if any (together with accrued interest
thereon), from the Series 1999-1 Accrued Interest Account and pay such
amounts to the Series 1999-1 Noteholder in accordance with Section 6.1
of the Base Indenture. If the Deficiency Amount (together with interest
thereon) is not paid in full within five (5) Business Days, an
Amortization Event with respect to the Series 1999-1 Notes shall occur in
accordance with clause (b) of Section 4.1 of this Series Supplement.


 


(b)                                 Balance. On each Distribution Date, the Servicer shall instruct the Trustee in
writing to pay the balance (after making the payments required in Section 3.3(a) of
this Series Supplement), if any, of the Interest Collections allocated to
the Series 1999-1 Noteholder since the preceding Distribution Date (less
any portion thereof paid to the Series 1999-1 Noteholder during such
period pursuant to Section 3.3(c) below) as follows:


 


(i)                                     on each Distribution Date during the Series 1999-1
Revolving Period, (1) first, to the Servicer, in an amount equal to the Series Monthly
Servicing Fee with respect to the Series 1999-1 Notes payable by the
Issuer pursuant to Section 26.1 of the Lease on such Distribution
Date, (2) second, to the Trustee, in an amount equal to the Series 1999-1
Percentage as of the immediately preceding Distribution Date of the Trustee’s
fees for the Series 1999-1 Interest Period ending on such current
Distribution Date, (3) third, to pay any Carrying Charges (other than
Carrying Charges provided for above) to the Persons to whom such amounts are
owed, in an amount equal to the Series 1999-1 Percentage as of the
immediately preceding Distribution Date of such Carrying Charges (other than
Carrying Charges provided for above) for such Series 1999-1 Interest
Period and (4) fourth, the balance, if any, shall be withdrawn by the
Trustee from the Series 1999-1 Collection Account and paid to the Issuer;
and


 


(ii)                                  on each Distribution Date during the Series 1999-1
Rapid Amortization Period, (1) first, to the Trustee, in an amount equal
to the Series 1999-1 Percentage as of the immediately preceding
Distribution Date of the Trustee’s fees for the Series 1999-1 Interest
Period ending on such current Distribution Date, (2) second, to the
Servicer, in an amount equal to the Series Monthly Servicing Fee with
respect to the Series 1999-1 Notes payable by the Issuer pursuant to Section 26.1
of the Lease on such Distribution Date, (3) third, to pay any Carrying
Charges (other than Carrying Charges provided for above) to the Persons to whom
such amounts are owed, in an amount equal to the Series 1999-1 Percentage
as of the immediately preceding Distribution Date of such Carrying Charges (other
than Carrying Charges provided for above) for such Series 1999-1 Interest
Period and (4) fourth, the balance, if any, shall be applied


 


17

















 


to
reduce the Series 1999-1 Invested Amount on such current Distribution Date
in accordance with Section 3.4 of this Series Supplement.


 


(c)                                  Interest Payments during Series 1999-1
Interest Period. On any
Business Day during a Series 1999-1 Interest Period, the Servicer may instruct
the Trustee in writing to withdraw, and on such Business Day the Trustee,
acting in accordance with such instructions, shall withdraw, an amount equal to
the lesser of (i) the product of the Issuer’s Share on such Business Day
and the amount of interest payable on such Business Day in respect of interest
on the ARG Notes of any series and (ii) the aggregate amount of
Interest Collections processed since the preceding Distribution Date and
allocated to the Series 1999-1 Noteholder (less any portion thereof
previously paid to the Series 1999-1 Noteholder during such period
pursuant to this Section 3.3(c)) and shall pay such amounts to the Series 1999-1
Noteholder in accordance with Section 6.1 of the Base Indenture.


 


Section 3.4                                      Payment of Note Principal.


 


(a)                                  Commencing on the first Determination Date
after the commencement of the Series 1999-1 Rapid Amortization Period and
on each Determination Date thereafter, the Servicer shall instruct the Trustee
in writing as to the amount allocated to the Series 1999-1 Notes during
the Related Month pursuant to Section 3.2(b)(ii) of this Series Supplement
and, as applicable, allocated pursuant to the last sentence of Section 3.2(c) of
this Series Supplement. On the Distribution Date following each such
Determination Date, the Trustee shall withdraw the amount allocated to the Series 1999-1
Notes during the Related Month pursuant to Section 3.2(b)(ii) of
this Series Supplement and, as applicable, allocated pursuant to the last
sentence of Section 3.2(c) of this Series Supplement,
from the Collection Account and, in accordance with Section 6.1 of
the Base Indenture, pay such amount to the Series 1999-1 Noteholder, to
the extent necessary to pay the Series 1999-1 Invested Amount during the Series 1999-1
Rapid Amortization Period. The entire principal amount of all Outstanding Series 1999-1
Notes shall be due and payable on the Series 1999-1 Termination Date.


 


(b)                                 On any Business Day during the Series 1999-1
Revolving Period on which a Decrease pursuant to Section 2.2 of
this Series Supplement is being made, the Trustee shall withdraw from the
Collection Account in accordance with the written instructions of the Servicer
an amount equal to the lesser of (i) the funds then allocated to the Series 1999-1
Excess Collection Account (including proceeds from any Increase and any amounts
allocated to the Series 1999-1 Excess Collection Account pursuant to Section 3.2(c) of
this Series Supplement), after giving effect to any payment of the ARG
Mandatory Prepayment Amount on such Business Day, and (ii) the amount of
such Decrease, and pay such amount to the Series 1999-1 Noteholder.


 


(c)                                  On any Business Day on which funds are
available pursuant to Section 3.2(c) of this Series Supplement
to pay any ARG Mandatory Prepayment Amount, the Trustee shall withdraw from the
Collection Account in accordance with the written instructions of the Servicer
an amount equal to the lesser of (i) the funds then


 


18

















 


allocated to the Series 1999-1
Excess Collection Account (including proceeds from any Increase and any amounts
deposited by the Issuer in the Series 1999-1 Excess Collection Account
pursuant to Section 3.2(c) of this Series Supplement) and
(ii) the amount of such ARG Mandatory Prepayment Amount, and pay such
amount to the Series 1999-1 Noteholder.


 


Section 3.5                                      The Servicer’s Failure to Instruct the
Trustee to Make a Deposit or Payment.


 


If
the Servicer fails to give notice or instructions to make any payment from or
deposit into the Collection Account, the Series 1999-1 Collection Account,
the Series 1999-1 Accrued Interest Account or the Series 1999-1
Excess Collection Account required to be given by the Servicer, at the time
specified in the Indenture or any other Related Document (including applicable
grace periods), the Trustee, to the extent that it has all of the necessary
information to make such a payment or deposit, shall make such payment or
deposit into or from the Collection Account, the Series 1999-1 Collection
Account, the Series 1999-1 Accrued Interest Account or the Series 1999-1
Excess Collection Account without such notice or instruction from the Servicer,
provided that the Servicer, upon request of the Trustee, promptly
provides the Trustee with all information necessary to allow the Trustee to
make such a payment or deposit. When any payment or deposit hereunder or under
any other Related Document is required to be made by the Trustee at or prior to
a specified time, the Servicer shall deliver any applicable written
instructions with respect thereto reasonably in advance of such specified time.


 


ARTICLE IV



AMORTIZATION EVENTS


 


Section 4.1                                      Amortization Events.


 


In
addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, the following shall be Amortization Events with respect to the Series 1999-1
Notes and shall constitute the Amortization Events set forth in Section 9.1(f) of
the Base Indenture with respect to the Series 1999-1 Notes:


 


(a)                                  a Series 1999-1 Enhancement Deficiency
shall occur and continue for at least two (2) Business Days;


 


(b)                                 the Issuer defaults in the payment of any
interest on, or other amount payable in respect of, the Series 1999-1
Notes when the same becomes due and payable and such default continues for a
period of five (5) Business Days;


 


(c)                                  the Issuer defaults in the payment of any
principal of the Series 1999-1 Notes when the same becomes due and payable
and such default continues for a period of one (1) Business Day;


 


19

















 


(d)                                 all principal of and interest on the Series 1999-1
Notes is not paid in full on or before the Series 1999-1 Termination Date;


 


(e)                                  the Issuer fails to comply with any of its
other agreements or covenants in, or provisions of, the Series 1999-1
Notes or the Indenture and the failure to so comply materially and adversely
affects the interests of the Series 1999-1 Noteholder and continues to
materially and adversely affect the interests of the Series 1999-1
Noteholder for a period of forty-five (45) days after the earlier of (i) the
date on which the Issuer obtains knowledge thereof or (ii) the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Issuer by the Trustee or to the Issuer and the Trustee
by the ARG Trustee or the Series 1999-1 Required Noteholders;


 


(f)                                    any representation made by the Issuer in the
Indenture or any Related Document is false and such false representation
materially and adversely affects the interests of the Series 1999-1
Noteholder and such false representation is not cured for a period of
forty-five (45) days after the earlier of (i) the date on which the Issuer
obtains knowledge thereof or (ii) the date that written notice thereof is
given to the Issuer by the Trustee or to the Issuer and the Trustee by the ARG
Trustee or the Series 1999-1 Required Noteholders;


 


(g)                                 (i) any Lease Event of Default described
in Section 17.1.1(i) or 17.1.5 of any Leasing Company
Lease shall occur, whether or not subsequently waived by the Issuer, or (ii) any
other Lease Event of Default under any Leasing Company Lease shall occur,
whether or not subsequently waived by the Issuer;


 


(h)                                 the Lease is terminated for any reason; or


 


(i)                                     any of the Related Documents (other than any
Related Document relating solely to another Series of Notes) or any material
portion thereof shall not be in full force and effect, enforceable in
accordance with its terms (other than any Related Document that has been
terminated in accordance with its terms or any Manufacturer Program which is
not in full force and effect or unenforceable, in its entirety or with respect
to any material portion solely as a result of the occurrence of an Event of
Bankruptcy with respect to the related Manufacturer) or the Issuer, any Lessee
or the Servicer shall so assert in writing.


 


In the case of (i) any
event described in clause (a), (b), (c), (d), (g)(i),
or (h) above, an Amortization Event with respect to the Series 1999-1
Notes shall immediately occur without any notice or other action on the part of
the Trustee or any Series 1999-1 Noteholder or (ii) any event
described in clause (e), (f), (g)(ii) or (i) above,
either the Trustee, by written notice to the Issuer, or the Series 1999-1
Required Noteholders, by written notice to the Issuer and the Trustee,
may declare that an Amortization Event has occurred with respect to the Series 1999-1
Notes as of the date of the notice. An Amortization Event described in clause
(e), (f), (g)(ii), or (i) above shall be subject
to waiver in accordance with Section 9.4 of the Base Indenture. An
Amortization Event


 


20

















 


described in clause (a),
(b), (c), (d), (g)(i), or (h) shall be
subject to waiver by all of the Series 1999-1 Noteholders.


 


Section 4.2                                      Rights of the Trustee upon Affiliate Issuer
Liquidation Event.


 


Upon
the occurrence of an Affiliate Issuer Liquidation Event, the Trustee, acting at
the direction of the ARG Trustee, shall cause the Issuer or the Lessees to
return Program Vehicles to the related Manufacturers (so long as a Manufacturer
Event of Default has not occurred and is continuing with respect to the related
Manufacturer) and to sell Non-Program Vehicles or cause Non-Program Vehicles to
be sold to third parties in an amount sufficient to pay the ARG Mandatory
Prepayment Amount, taking into account the availability of proceeds of Vehicles
being disposed of under the Leasing Company Leases, plus any interest on the Series 1999-1
Notes relating thereto, and to the extent that any Manufacturer fails to accept
any such Program Vehicles under the terms of the applicable Manufacturer
Program (or if a Manufacturer Event of Default has occurred and is continuing
with respect to the related Manufacturer), shall cause the Issuer or the
Lessees to liquidate such Program Vehicles in accordance with the rights of the
Issuer under the Lease; provided, however, that the Trustee and
the Issuer (or the Lessees) shall select the Program Vehicles to be returned to
the related Manufacturers and the Non-Program Vehicles to be sold to third
parties in a manner that does not adversely affect in any material respect the
interests of the Noteholders of any Series of Notes or any Enhancement
Provider.


 


ARTICLE V



FORM OF SERIES 1999-1 NOTES


 


The
Series 1999-1 Notes will be issued in fully registered form without
interest coupons, substantially in the form set forth in Exhibit A
hereto, and will be sold to ARG and shall be duly executed by the Issuer and
authenticated by the Trustee in the manner set forth in Section 2.4
of the Base Indenture. Other than the pledge of the Series 1999-1 Notes by
ARG to the ARG Trustee or otherwise in accordance with the ARG Indenture, the Series 1999-1
Notes will not be permitted to be transferred, assigned, exchanged or otherwise
pledged or conveyed by ARG. The Series 1999-1 Note shall bear a face
amount equal to the Series 1999-1 Maximum Invested Amount, and shall be
initially issued in a principal amount equal to the Series 1999-1 Initial
Invested Amount. The Trustee shall, or shall cause the Note Registrar to record
each Increase, Decrease and LKE Decrease with respect to the Series 1999-1
Invested Amount such that the principal amount of the Series 1999-1 Notes
Outstanding accurately reflects all such Increases, Decreases and LKE Decreases
in accordance with Article II hereof.


 


ARTICLE VI


 


GENERAL


 


21

















 


Section 6.1                                      Optional Repurchase. The Series 1999-1 Notes shall be
subject to repurchase by the Issuer at its option in accordance with Section 6.2
of the Base Indenture, with no less than two Business Days’ prior written
notice to the Series 1999-1 Noteholder on any Business Day (the “Repurchase
Date”). The repurchase price for the Series 1999-1 Notes shall equal
the Repurchase Amount on the Repurchase Date.


 


Section 6.2                                      Information. (a)   The Issuer shall
cause the Servicer to prepare or cause to be prepared all reports and
statements required to be prepared and delivered by ARG pursuant to the ARG
Non-Segregated Series Supplements and shall cause the Servicer to furnish
or cause to be furnished all such reports and statements at the times and to
the Persons specified in the ARG Non-Segregated Series Supplements.


 


(b)                                 For purposes of the Non-Program Vehicle
Report required to be delivered under the Lease, such report shall be prepared
by a firm of nationally recognized independent accountants who shall perform certain
agreed upon procedures as are specified in the ARG Non-Segregated Series Supplements.


 


(c)                                  The Issuer shall cause the Servicer to notify
the Issuer and the Trustee, on each Business Day, of all amounts which were
paid directly to the ARG Trustee or deposited into the Collection Account (as
defined in the ARG Indenture) pursuant to and in accordance with the provisions
of the Master Exchange Agreement.


 


Section 6.3                                      Exhibits. The following exhibits attached hereto supplement the exhibits
included in the Indenture.


 


Exhibit A:
Form of Variable Funding Note


Exhibit B:
Form of Series 1999-1 Demand Note


 


Section 6.4                                      Series 1999-1 Demand Note. Other than pursuant to a demand thereon,
the Issuer shall not reduce the amount of the Series 1999-1 Demand Note or
forgive amounts payable thereunder so that the outstanding principal amount of
the Series 1999-1 Demand Note after such reduction or forgiveness is less
than an amount equal to 5.0% of the Series 1999-1 Invested Amount; provided,
however that if the Issuer has first delivered to the Trustee an Opinion
of Counsel that reduction or forgiveness of amounts owing under the Series 1999-1
Demand Note to an amount less than 5.0% of the Series 1999-1 Invested
Amount will not have an adverse effect on the tax characterization of the Series 1999-1
Notes or any series of ARG Notes, the Issuer may reduce the amount of
the Series 1999-1 Demand Note or forgive amounts payable thereunder to an
amount less than 5.0% of the Series 1999-1 Invested Amount. The Issuer
shall not distribute the proceeds of any payment made in respect of the
principal amount of the Series 1999-1 Demand Note to the owners of its
partnership interests, nor shall the Issuer lend any of such proceeds to
Vanguard or any Affiliate of Vanguard under the Subordinated Note or otherwise
unless, after giving effect to such distribution or loan, the outstanding
principal amount of the Series 1999-1 Demand Note is at least equal to
5.0% of the Series 1999-1 Invested Amount (or such lesser percentage
permitted under the immediately preceding sentence). The Issuer may enter
into that certain Receivables Trust Agreement dated as


 


22

















 


of the date hereof with The
Bank of New York (Delaware) with respect to the Series 1999-1 Demand Note
and the Subordinated Note.


 


Section 6.5                                      Ratification of Base Indenture. As supplemented by this Series 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.


 


Section 6.6                                      Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.


 


Section 6.7                                      Governing Law. This Series Supplement and all matters
arising out of or in any manner relating to this Series Supplement shall
be construed in accordance with the law of the State of New York, and the
obligations, rights and remedies of the parties hereto shall be determined in
accordance with such law.


 


Section 6.8                                      Amendments. This Series Supplement may be modified or amended from time
to time in accordance with the terms of the Base Indenture; provided
that no consent of the Series 1999-1 Required Noteholders shall be
required for any change in the Series 1999-1 Maximum Invested Amount.


 


Section 6.9                                      Notice to Rating Agencies. The Trustee shall provide to each Rating
Agency a copy of each notice delivered to, or required to be provided by, the
Trustee pursuant to this Series Supplement or any other Related Document.


 


[Remainder of Page Intentionally Left Blank]


 


23

















 


IN
WITNESS WHEREOF, the Issuer and the Trustee have caused this Series Supplement
to be duly executed by their respective officers hereunto duly authorized as of
the day and year first above written.


 


 


	
   

  	
  ALAMO FINANCING L.P.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ALAMO FINANCING L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Bobko

  	
   

  
	
   

  	
   

  	
  Name: John Bobko

  
	
   

  	
   

  	
  Title: Vice President

  
					



 


[Fifth Amended and Restated Alamo Series 1999-1 Supplement]