EXHIBIT 4.5
DRAFT
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
BANKERS TRUST COMPANY,
Trustee
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SERIES 2000-1 SUPPLEMENT
Dated as of September 1, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
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BOMBARDIER RECEIVABLES MASTER TRUST I
SERIES 2000-1
$374,600,000 Class A Certificates
$25,400,000 Class B Certificates
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 2000-1 Certificates
SECTION 1.01. Designation........................................................................................1
ARTICLE II
Definitions and Interpretive Provisions
SECTION 2.01. Definitions........................................................................................1
SECTION 2.02. Interpretive Provisions...........................................................................15
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation............................................................................15
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Collections and Allocations for Series 2000-1.....................................................16
SECTION 4.02. Monthly Interest..................................................................................19
SECTION 4.03. Determination of Monthly Principal................................................................20
SECTION 4.04. Establishment of Reserve Fund, Excess Funding Account and Principal
Account.................................................................................20
SECTION 4.05. Deficiency Amount.................................................................................22
SECTION 4.06. Application of Investor Non-Principal Collections, Investment Proceeds and
Available Investor Principal Collections................................................23
SECTION 4.07. Application of Reserve Fund and Available Subordinated Amount.....................................25
SECTION 4.08. Investor Charge-Offs..............................................................................27
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Page
SECTION 4.09. Excess Servicing..................................................................................27
SECTION 4.10. Principal Collections.............................................................................27
SECTION 4.11. Excess Funding Account............................................................................28
ARTICLE V
Distributions and Reports to
Series 2000-1 Certificateholders
SECTION 5.01. Distributions.....................................................................................29
SECTION 5.02. Reports and Statements to Certificateholders......................................................29
ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events..............................................................30
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase...............................................................................31
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificates Pursuant to Section 2.03 of the Agreement; Distributions
Pursuant to Section 7.01 of this Series Supplement or Section 2.03 or
12.02(c) of the Agreement...............................................................32
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables Pursuant to Section 9.02 of the Agreement...................................33
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Page
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement.........................................................................34
SECTION 9.02. Counterparts......................................................................................34
SECTION 9.03. GOVERNING LAW.....................................................................................34
SECTION 9.04. Covenant ........................................................................................34
EXHIBITS AND SCHEDULES
Exhibit A Form of Class A Certificates
Exhibit B Form of Class B Certificates
Exhibit C Form of Distribution Date Statement
Schedule 1 List of Series 2000-1 Accounts
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SERIES 2000-1 SUPPLEMENT dated as of September 1, 2000 (the "Series
Supplement"), among BOMBARDIER CREDIT RECEIVABLES CORPORATION, a Delaware
corporation, as Depositor, BOMBARDIER CAPITAL INC., a Massachusetts corporation,
as Servicer, and BANKERS TRUST COMPANY, a New York banking corporation, as
Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing Agreement dated as of
January 1, 1994 (as amended and supplemented, the "Agreement"), among the
Depositor, the Servicer and the Trustee, the Depositor may from time to time
direct the Trustee to issue, on behalf of the Trust, one or more new Series of
Investor Certificates representing fractional undivided interests in the Trust.
The Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 2000-1 Certificates
SECTION 1.01. Designation.
(a) There is hereby created a Series of Investor Certificates to be issued
pursuant to the Agreement and this Series Supplement to be known as the "Series
2000-1 Certificates." The Series 2000-1 Certificates will consist of two classes
of beneficial ownership interests entitled "Class A Certificates" and "Class B
Certificates." The Class A Certificates shall be substantially in the form of
Exhibit A and the Class B Certificates shall be substantially in the form of
Exhibit B.
(b) In the event that any term or provision contained herein shall conflict
with or be inconsistent with any term or provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern.
ARTICLE II
Definitions and Interpretive Provisions
SECTION 2.01. Definitions. Whenever used in this Series Supplement, the
following words and phrases shall have the following meanings.
"Accumulation Period Commencement Date" means the first day of the May 2003
Monthly Period, if the Accumulation Period Length is four months, the first day
of the June 2000 Monthly Period, if the Accumulation Period Length is three
months, the first day of the July 2000 Monthly Period, if the Accumulation
Period Length is two months and the first day of the August 2003 Monthly Period
if the Accumulation Period Length is one month;
provided, however, if the Accumulation Period Length has been determined to be
less than four months and, after such determination, any outstanding Series
enters into an early amortization period, the Accumulation Period Commencement
Date shall be the earlier of (i) the date that such outstanding Series entered
into its early amortization period and (ii) the Accumulation Period Commencement
Date, as previously determined.
"Accumulation Period Length" means a number of months, not to exceed four
nor to be less than one, determined on the first Business Day of May 2003 and
determined again on the first Business Day of June 2003 and on the first
Business Day of July 2003; the Accumulation Period Length shall be the number of
months derived by rounding upwards to the next integer, but not to more than
4.0, the result derived by dividing (i) $400,000,000, by (ii) the product of (x)
a fraction the numerator of which is the sum of the Invested Amount plus the
Invested Amounts as of such date of calculation of all other outstanding Series
whose respective Revolving Periods are not scheduled to end before the last day
of August 2003 and the denominator of which is the Invested Amount plus the
Invested Amount for all other outstanding Series times (y) the average amount of
principal collections for each of the most recently ended three calendar months,
provided however, that the Accumulation Period Length will be fixed at 4.0 if,
as calculated on the first business day of May 2003 it equals 4.0, will be fixed
at 3.0 if, as calculated on the first Business Day of June 2003, it is equal to
or greater than 3.0 and will be fixed at 2.0 if, as calculated on the first
Business Day of July 2003 it is equal to or greater than 2.0; provided further
that on any of the dates used in this definition, the Servicer may designate an
Accumulation Period Length greater than required but not to exceed four months.
"Accumulation Shortfall" means, for any Distribution Date, the amount by
which the Controlled Deposit Amount for the immediately preceding Distribution
Date exceeded the amount deposited in the Principal Account for such immediately
preceding Distribution Date.
"Additional Interest" shall mean with respect to any Distribution Date, the
sum of Class A Additional Interest, if any, or Class B Additional Interest, if
any.
"Adjusted Invested Amount" shall mean on any date of determination an
amount equal to (a) the Initial Principal Amount plus (b) the amount of any
withdrawals from the Excess Funding Account pursuant to Section 4.11(b) hereof
in connection with an increase in the Pool Balance, and less (c) the amount of
any additions to the Excess Funding Account pursuant to Section 4.01(b)(i),
4.01(b)(ii), 4.06(b)(i), 4.06(b)(ii) or 4.06(d)(iii) hereof in connection with a
reduction in the Pool Balance.
"Adjusted Series 2000-1 Allocation Percentage" for a Collection Period
shall mean the percentage derived from the fraction the numerator of which is
the Invested Amount on the last Business Day preceding such Collection Period
and the denominator of which is the sum of the Pool Invested Amount and the
Variable Funding Amount on the last Business Day preceding such Collection
Period.
"Adjustment Date" shall mean the second London Business Day preceding the
first day of the related Interest Period.
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"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 2000-1 Investor Allocation
Percentage for the related Collection Period and (b) Miscellaneous Payments with
respect to the related Collection Period.
"Available Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of:
(a) the product of (i) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage,
with respect to the Controlled Accumulation Period or any Early
Amortization Period, for the related Collection Period and (ii) Principal
Collections received by the Servicer during the related Collection Period;
plus
(b) the amount, if any, of Investor Non-Principal Collections, funds
in the Reserve Fund and Series 2000-1 Available Retained Collections
applied in respect of the Investor Default Amount, any unpaid Adjustment
Payments allocated to the Certificates or previously unreimbursed Investor
Charge-Offs; plus
(c) Allocable Miscellaneous Payments with respect to such Distribution
Date; plus
(d) Series 2000-1 Excess Principal Collections on deposit in the
Collection Account for such Distribution Date; plus
(e) if an Early Amortization Period began during the related
Collection Period, all funds on deposit in the Excess Funding Account; plus
(f) on the Series 2000-1 Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.07 hereof.
provided, however, that in the case of clause (a), if for any date the sum
of the Floating Allocation Percentage (if the Revolving Period is in
effect), the Principal Allocation Percentage (if the Early Amortization
Period or the Controlled Accumulation Period is in effect), the floating
allocation percentages for all other outstanding Series of Investor
Certificates in their revolving periods and the principal allocation
percentages for all other outstanding Series of Certificates in their early
amortization or amortization periods exceeds 100%, then Principal
Collections shall be allocated among such Series (including the
Certificates) pro rata on the basis of such floating allocation percentages
and principal allocation percentages.
"Available Retained Collections" shall mean, with respect to any Deposit
Date, the sum of (a) the Available Retained Non-Principal Collections for such
Deposit Date and (b) the Available Retained Principal Collections for such
Deposit Date; provided, however, that the Available Retained Collections shall
be zero for any Collection Period with
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respect to which the Available Subordinated Amount is zero for the Distribution
Date occurring in such Collection Period.
"Available Retained Non-Principal Collections" shall mean, with respect to
any Deposit Date, an amount equal to the product of (a) the excess of (i) the
Retained Percentage for such Deposit Date over (ii) the Excess Retained
Percentage for such Deposit Date multiplied by (b) Non-Principal Collections for
such Deposit Date.
"Available Retained Principal Collections" shall mean, with respect to any
Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Retained Percentage for such Deposit Date over (ii) the Excess
Retained Percentage for such Deposit Date by (b) Principal Collections for such
Deposit Date.
"Available Subordinated Amount" for any date of determination during the
period from the Closing Date through the first Distribution Date shall mean an
amount equal to the Required Subordinated Amount on such date of determination.
The Available Subordinated Amount for any subsequent date of determination shall
mean an amount equal to the sum of:
(i) the lesser of:
(x) the Available Subordinated Amount for the preceding
Distribution Date, minus
(A) the Required Subordination Draw Amount with respect to such
preceding Distribution Date or, if such date of
determination is a Distribution Date, with respect to such
Distribution Date, to the extent provided in Section 4.07(b)
hereof, minus
(B) the amount of any deposits in the Reserve Fund from Series
2000-1 Available Retained Collections pursuant to Section
4.07 hereof for the purpose of reimbursing any withdrawals
from the Reserve Fund applied to cover any portion of the
Investor Default Amount on such preceding Distribution Date
or, if such date of determination is a Distribution Date,
with respect to such Distribution Date (but excluding any
other deposits to the Reserve Fund from Series 2000-1
Available Retained Collections), minus
(C) an amount equal to the Defaulted Amount for the immediately
preceding Collection Period multiplied by a fraction, the
numerator of which is the Available Subordinated Amount as
of the close of business on the
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last day of the preceding Collection Period (or in the case
of the first Distribution Date, the Required Subordinated
Amount as of the Closing Date) and the denominator of which
is the Pool Balance as of the close of business on the last
day of the preceding Collection Period (or in the period
from the Closing Date through the first Distribution Date,
the Pool Balance as of the Closing Date), plus
(D) the aggregate amount of Excess Servicing paid to the Holder
of the BCRC Certificate or to the Holder of any Supplemental
Certificate(s) pursuant to Section 4.09(c) hereof on the
preceding Distribution Date, minus
(E) the Incremental Subordinated Amount for the second preceding
Distribution Date, or if such date of determination is a
Distribution Date, the preceding Distribution Date, plus
(F) the Incremental Subordinated Amount for the immediately
preceding Distribution Date, or if such date of
determination is a Distribution Date, such Distribution
Date, plus
(G) the Subordinated Percentage multiplied by the aggregate
amount of any increases in the Invested Amount resulting
from any withdrawals from the Excess Funding Account since
the preceding Distribution Date; and
(y) the Required Subordinated Amount for such date of
determination; plus
(ii) the amount of any optional increase in the Available Subordinated
Amount exercised by the Holder of the BCRC Certificate pursuant
to Section 4.07(b) hereof;
provided, however, that if the Required Subordination Draw Amount exceeds
Available Retained Collections for any Distribution Date, the Available
Subordinated Amount shall be further reduced by an amount equal to the sum
of (A) the amount of such excess (but not by more than the Investor Default
Amount for such Distribution Date) and (B) the amount of unpaid Adjustment
Payments allocated to the Certificates as described in Section 4.05(a)(vi)
hereof.
"Calculation Agent" shall mean the Trustee or any other Calculation Agent
selected by the Depositor which is reasonably acceptable to the Trustee.
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"Certificateholders" shall mean the Holders of the Certificates.
"Certificates" shall mean, collectively, Class A Certificates and Class B
Certificates.
"Class A Additional Interest" shall have the meaning specified in Section
4.02(a) hereof.
"Class A Carry-Over Amount" shall mean, with respect to Class A
Certificates and for any Distribution Date with respect to which the Class A
Certificate Rate is calculated on the basis of the Net Receivables Rate, the
excess of (a) the Class A Monthly Interest for such Distribution Date determined
as if such Class A Certificate Rate were calculated on the basis of the LIBOR
formula set forth in clause (a) of the definition of Class A Certificate Rate
over (b) the actual Class A Monthly Interest for such Distribution Date.
"Class A Certificate" shall mean any one of the certificates executed and
authenticated by the Trustee, substantially in the form of Exhibit A hereto.
"Class A Certificate Rate" shall mean, with respect to any Interest Period,
the lesser of (a) the sum of (i) LIBOR and (ii) ____% per annum and (b) the Net
Receivables Rate for the Adjustment Date immediately preceding such Interest
Period.
"Class A Expected Final Payment Date" shall mean the September 2003
Distribution Date.
"Class A Interest Shortfall" shall have the meaning specified in Section
4.02(a) hereof.
"Class A Monthly Interest" shall have the meaning specified in Section
4.02(a) hereof.
"Class B Additional Interest" shall have the meaning specified in Section
4.02(b) hereof.
"Class B Carry-Over Amount" shall mean, with respect to Class B
Certificates and for any Distribution Date with respect to which Class B
Certificate Rate is calculated on the basis of the Net Receivables Rate, the
excess of (a) the Class B Monthly Interest for such Distribution Date determined
as if such Class B Certificate Rate were calculated on the basis of the LIBOR
formula set forth in clause (a) of the definition of Class B Certificate Rate
over (b) the actual Class B Monthly Interest for such Distribution Date.
"Class B Certificate" shall mean any one of the certificates executed and
authenticated by the Trustee, substantially in the form of Exhibit B hereto.
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"Class B Certificate Rate" shall mean, with respect to any Interest Period,
the lesser of (a) the sum of (i) LIBOR and (ii) ____% per annum and (b) the Net
Receivables Rate for the Adjustment Date immediately preceding such Interest
Period.
"Class B Expected Payment Date" shall mean the September 2003 Distribution
Date.
"Class B Interest Shortfall" shall have the meaning specified in Section
4.02(b) hereof.
"Class B Monthly Interest" shall have the meaning specified in Section
4.02(b) hereof.
"Closing Date" shall mean September__, 2000.
"Controlled Accumulation Amount" means for any Distribution Date an amount
sufficient together with a similar amount to be deposited on other Distribution
Dates for the Controlled Accumulation Period to pay the outstanding Invested
Amount given the Accumulation Period Length.
"Controlled Accumulation Period" means, unless an Early Amortization Period
shall have commenced prior thereto (other than an Early Amortization Period
which has ended as described in clause (c) of the definition thereof), the
period commencing on the Accumulation Period Commencement Date and ending upon
the earliest to occur of (i) the commencement of the Early Amortization Period,
(ii) payment to the Investor Certificateholders of the full Invested Amount, and
(iii) the Series 2000-1 Termination Date.
"Controlled Deposit Amount" means, for any Distribution Date, the sum of
the (i) Controlled Accumulation Amount for such Distribution Date plus (ii) the
Accumulation Shortfall for the related Distribution Date.
"Daily Allocation" shall have the meaning specified in Section 4.01(a)(i).
"Daily Principal Allocation" shall have the meaning specified in Section
4.01(b)(i), (ii) and (iii).
"Deficiency Amount" shall have the meaning specified in Section 4.05
hereof.
"Designated Manufacturer Overconcentrations," on any Distribution Date
means the excess of (x) the aggregate amount of Eligible Receivables created in
connection with the financing of products manufactured by the Designated
Manufacturer which Eligible Receivables are included in the Pool on the last day
of the Collection Period immediately preceding such Distribution Date over (y)
45% of the Pool Balance on the last day of such immediately preceding Collection
Period, where the "Designated Manufacturer" is, collectively, Bombardier Inc.
and its subsidiaries; provided, however, that the percentage
7
specified in clause (y) of this definition and the entities included as
Designated Manufacturer may be adjusted from time to time and no such adjustment
shall be deemed an amendment of the terms hereof, but shall be an adjustment
made in accordance with the terms hereof if, prior to each adjustment, the
Rating Agency Condition is satisfied for such adjustment.
"Distribution Date Statement" shall have the meaning specified in Section
5.02(a) hereof.
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.01 of the Agreement, together with any additional Early
Amortization Event specified in Section 6.01 hereof.
"Effective Distribution Date" shall have the meaning specified in Section
4.12 hereof.
"Excess Funded Amount," shall mean an amount equal to the product of (a)
the excess, if any, of (i) the Required Pool Balance as of the end of the
immediately preceding day over (ii) the Pool Balance as of the end of such
immediately preceding day and (b) a fraction the numerator of which is the
Series 2000-1 Required Balance and the denominator of which is the aggregate of
the required balances (including the Series 2000-1 Required Balance) for all
Series providing for excess funding amounts or similar arrangements that are in
their revolving periods or, if applicable, their amortization periods, all
calculated as of the end of the immediately preceding day.
"Excess Funding Account" shall have the meaning specified in Section
4.04(b)(i) hereof.
"Excess Principal Collections" for all Series other than Series 2000-1,
shall have the meanings specified in the Supplements for such Series and for
Series 2000-1, shall have the meaning specified in Section 4.06(b)(i) or (ii)
hereof.
"Excess Reserve Fund Required Amount" shall mean, for any Distribution Date
with respect to an Early Amortization Period, an amount equal to the greater of
(a) 5% of the Initial Principal Amount of the Certificates and (b) the excess of
(i) the Required Pool Balance (after giving effect to any changes thereto on
such Distribution Date) over (ii) the Pool Balance (after giving effect to
changes thereto on such Distribution Date); provided, however, that the Excess
Reserve Fund Required Amount shall in no event exceed the Available Subordinated
Amount for such Distribution Date.
"Excess Retained Percentage" shall have the meaning assigned in the
Agreement.
"Excess Servicing" for any Distribution Date shall mean the amount, if any,
specified pursuant to Section 4.06(a)(ix) hereof.
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"Floating Allocation Percentage," shall mean, as of any day, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the close of business on the
immediately preceding day and the denominator of which is the Pool Balance as of
the close of business on such immediately preceding day.
"Incremental Subordinated Amount" shall mean, with respect to any
Distribution Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of the Invested Amount on the last day of the
immediately preceding Collection Period (or with respect to the first
Distribution Date, the Invested Amount on the Closing Date) and the Available
Subordinated Amount for such Distribution Date (calculated without subtracting
or adding the Incremental Subordinated Amount for such Distribution Date as
described in clause (x) of the definition of Available Subordinated Amount or
clause (b) of the definition of Required Subordinated Amount), and the
denominator of which is the Pool Balance on such last day by (b) the
Overconcentration Amount on such Distribution Date.
"Industry Overconcentrations" shall mean on any Distribution Date the
excess of (x) the aggregate amount of Eligible Receivables created in connection
with the financing of products manufactured by manufacturing entities that are
part of the same industry (i.e., producing the same principal product, provided
that products manufactured by Bombardier Inc. and its Affiliates shall not be
included in the calculation of Industry Overconcentration), which Eligible
Receivables are in the Pool on the last day of the Collection Period immediately
preceding such Distribution Date over (y) an amount equal to 35% of the Pool
Balance on the last day of such immediately preceding Collection Period;
provided, however, that with respect to each industry specified below, the
percentage in clause (y) of this definition shall be deemed to equal the
percentage set forth opposite such industry:
Industry Percentage
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Marine Products 45%
Manufactured Housing 45%
Recreational Vehicles 20%
Lawn and Garden 10%
Consumer Electronics and Appliances 10%
provided further, that some or all of the percentages specified in this
definition of Industry Overconcentrations may be adjusted from time to time
without the consent of the Certificateholders and no such adjustment shall be
deemed an amendment of the terms hereof, but shall be an adjustment in
accordance with the terms hereof if prior to each adjustment the Rating Agency
Condition has been satisfied.
"Initial Principal Amount" shall mean $400,000,000.
"Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
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"Invested Amount" shall mean, on any date of determination, an amount equal
to (a) the Adjusted Invested Amount, minus (b) the amount, without duplication,
of principal payments (except (i) principal payments made from the Excess
Funding Account and (ii) any transfers from the Excess Funding Account to the
Collection Account) made on the Certificates prior to such date, minus (c) the
excess, if any, of the aggregate amount of Investor Charge-Offs over Investor
Charge-Offs reimbursed pursuant to Section 4.08 hereof prior to such date.
"Investment Proceeds" shall mean, with respect to any Distribution Date,
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series 2000-1 Accounts, together with an
amount equal to the Series 2000-1 Investor Allocation Percentage of the net
interest and other investment earnings on funds held in the Collection Account
credited as of such date to the Collection Account pursuant to Section 4.02 of
the Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section 4.08
hereof.
"Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the sum of the product of (a) the Defaulted Amount for
each day of the related Collection Period and (b) the Floating Allocation
Percentage for each such day.
"Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, the sum for each Deposit Date in the related Collection
Period of an amount equal to the product of (i) the Floating Allocation
Percentage for each such Deposit Date and (ii) Non-Principal Collections
received by the Servicer on each such Deposit Date.
"LIBOR" shall mean, with respect to any Interest Period, the offered rates
for deposits in United States dollars having a maturity of one month (the "Index
Maturity") commencing on the related Adjustment Date which appears on Telerate
Page 3750 on the Bridge Telerate Markets Report, or any other page as may
replace that page on that service for the purpose of displaying comparable rates
or prices, as of 11:00 A.M., London time, on such date of calculation. If such
rate does not appear on Telerate Page 3750, LIBOR with respect to such Interest
Period will be determined at approximately 11:00 A.M., London time, on such
Adjustment Date on the basis of the rates at which deposits in United States
dollars are offered by four major banks in the London interbank market (selected
by the Calculation Agent) to prime banks in the London interbank market for a
period equal to the Index Maturity and in a principal amount equal to an amount
of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time. The Calculation Agent will request the
principal London office of each such bank to provide a quotation of its rate. If
at least two such quotations are provided, LIBOR will be the arithmetic mean
(rounded upwards or downwards, as the case may be, to the nearest whole multiple
of 0.0625% per annum; provided, however, that any amount falling in the middle
shall be rounded up to the nearest whole multiple of 0.0625%) of such
quotations. If fewer than two quotations are provided, LIBOR with respect to
such Interest Period will be the arithmetic mean (rounded upwards or downwards
as aforesaid) of the rates quoted at approximately 11:00 A.M., New York City
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time, on such Adjustment Date by three major banks in New York, New York
selected by the Calculation Agent for loans in United States dollars to leading
European banks having the Index Maturity and in a principal amount equal to an
amount of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, LIBOR in
effect for the applicable period will be LIBOR in effect for the previous
period.
"London Business Day" shall mean any day on which dealings in deposits in
United States dollars are transacted in the London interbank market.
"Manufacturer Overconcentrations," on any Distribution Date means the
excess of (x) the aggregate amount of Eligible Receivables created in connection
with the financing of products manufactured by any single manufacturing entity
(other than the Designated Manufacturer described in the definition of
"Designated Manufacturer Overconcentrations"), which Eligible Receivables are
included in the Pool on the last day of the Collection Period immediately
preceding such Distribution Date over (y) 15% of the Pool Balance on the last
day of such immediately preceding Collection Period; provided, that the
percentage specified in clause (y) may be adjusted from time to time without the
consent of the Certificateholders and no such adjustment shall be deemed an
amendment of the terms hereof, but shall be an adjustment in accordance with the
terms hereof if, prior to each adjustment, the Rating Agency Condition is
satisfied for such adjustment.
"Monthly Interest" shall mean with respect to any Distribution Date, the
sum of Class A Monthly Interest and Class B Monthly Interest.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage obtained by dividing the aggregate Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection Period.
"Monthly Principal" shall mean, with respect to any Distribution Date, the
amount specified in Section 4.03 hereof.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.01
hereof.
"Net Receivables Rate" shall mean, for any Adjustment Date, (a) the
weighted average interest rates borne by the Receivables included in the Pool
for the preceding Collection Period minus (b) 2%, if BCI is the Servicer or, if
BCI is not the Servicer, 3%.
"Net Servicing Fee" shall have the meaning specified in Section 3.01
hereof.
"Net Servicing Fee Rate" shall mean 1%, if BCI is the Servicer, 2%, if BCI
is not the Servicer, or for any Distribution Date in respect of which the
Monthly Servicing Fee has been waived, 0%.
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"Obligor Overconcentrations" shall mean, on any Distribution Date and with
respect to any Account, the excess of (a) the aggregate principal amount of
Eligible Receivables in such Account on the last day of the Collection Period
immediately preceding such Distribution Date over (b) 2% of the Pool Balance
with respect to Specified Obligors and 1.5% of the Pool Balance with respect to
all other Obligors, in each case such concentrations calculated with respect to
the Pool Balance on the last day of such immediately preceding Collection
Period. As used in this definition, "Specified Obligors" shall mean any Obligor
with respect to one of the six largest Accounts in the Trust calculated on the
basis of the amount of Principal Receivables in such Account. The percentages
specified in this definition and the manner of determining the Specified
Obligors may be adjusted from time to time without the consent of the
Certificateholders and no such adjustment shall be deemed an amendment of the
terms hereof, but shall be an adjustment in accordance with the terms hereof if,
prior to each adjustment, the Rating Agency Condition is satisfied for such
adjustment.
"Overconcentration Amount," on any Distribution Date, shall mean the sum of
(without duplication) the Obligor Overconcentrations, the Manufacturer
Overconcentrations, the Designated Manufacturer Overconcentrations and the
Industry Overconcentrations for such Distribution Date.
"Pool Factor" shall mean, with respect to any Distribution Date, a number
carried out to eleven decimals representing the ratio of the Invested Amount as
of such Distribution Date (determined after taking into account any increases or
decreases in the Invested Amount which will occur on such Distribution Date) to
the Adjusted Invested Amount.
"Principal Account" shall have the meaning specified in Section 4.04(c)(i)
hereof.
"Principal Allocation Percentage," shall mean, with respect to any date,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Invested Amount as of the last day of
the Revolving Period and the denominator of which is the Pool Balance as of the
close of business the day immediately preceding the day of calculation.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the principal balance of the Certificates
on such Distribution Date, (ii) accrued and unpaid interest on the unpaid
principal balances of the Certificates (calculated on the basis of the
outstanding principal balance of the Class A Certificates and Class B
Certificates at the Class A Certificate Rate and Class B Certificate Rate,
respectively, through the day preceding such Distribution Date), (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed on the Certificates on a
prior Distribution Date, and (iv) the Class A Carry-Over Amount and Class B
Carry-Over Amount, if any, for such Distribution Date and any Class A Carry-Over
Amount and Class B Carry-Over Amount previously due but not distributed on the
Certificates on a prior Distribution Date.
12
"Required Investor Percentage" shall mean, with respect to the
Certificates, 104%; provided, however, that the Depositor may adjust the
Required Investor Percentage without the consent of the Certificateholders and
such adjustment shall not be deemed an amendment of the terms hereof, but shall
be an adjustment in accordance with the terms hereof if, prior to each
adjustment, the Rating Agency Condition is satisfied.
"Required Subordinated Amount" shall mean, as of any date of determination,
the sum of (a) the product of (i) the Subordinated Percentage and (ii) the
Invested Amount on such date and (b) the Incremental Subordinated Amount for the
immediately preceding Distribution Date or, if such date of determination is a
Distribution Date, for such date; provided, however, that for any date prior to
the end of the Revolving Period, the Required Subordinated Amount shall in no
event be less than an amount equal to the sum of (x) 3.75% of the Initial
Principal Amount of the Certificates and (y) the Incremental Subordinated Amount
for the immediately preceding Distribution Date or, if such date of
determination is a Distribution Date, for such date; provided further, that upon
the commencement of Controlled Accumulation Period or if an Early Amortization
Event occurs, the Required Subordinated Amount for each date of determination
thereafter shall equal the Required Subordinated Amount as of the close of
business on the day preceding the first day of the Controlled Accumulation
Period or the day on which such Early Amortization Event occurs. On the Closing
Date, the Required Subordinated Amount shall be $[__________].
"Required Subordination Draw Amount" shall have the meaning specified in
Section 4.05 hereof.
"Reserve Fund" shall have the meaning specified in Section
4.04(a)(i) hereof.
"Reserve Fund Deposit Amount" shall mean, with respect to any Distribution
Date, the amount, if any, by which (i) the Reserve Fund Required Amount for such
Distribution Date exceeds (ii) the amount of funds on deposit in the Reserve
Fund after giving effect to any withdrawals therefrom on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) 0.50% and (b) the outstanding
principal balance of the Certificates for such Distribution Date (after giving
effect to any reduction thereof on such Distribution Date).
"Retained Percentage," shall have the meaning assigned in the Agreement.
"Revolving Period" shall mean the period beginning at the opening of
business on the Series Cut-Off Date and ending on the earlier of (a) the last
day of the Collection Period ending on the day prior to the Accumulation Period
Commencement Date and (b) the close of business on the Business Day immediately
preceding the day on which an Early Amortization Period commences; provided,
however, that if any Early Amortization Period ends as described in clause (c)
of the definition thereof, the Revolving Period will recommence as of the close
of business on the day such Early Amortization Period ends.
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"Series Cut-Off Date" shall mean September 1, 2000.
"Series Issuance Date" shall mean, for Series 2000-1, the Closing Date.
"Series 2000-1 Accounts" shall have the meaning specified in Section
4.04(d)(i) hereof.
"Series 2000-1 Available Retained Collections" shall mean, with respect to
any Deposit Date, an amount equal to the product of (a) the Available Retained
Collections for such Deposit Date and (b) a fraction, the numerator of which is
the Available Subordinated Amount and the denominator of which is the Pool
Available Subordinated Amount, in each case on such Deposit Date.
"Series 2000-1 Excess Principal Collections" shall mean that portion of
Excess Principal Collections allocated to Series 2000-1 pursuant to Section 4.10
hereof.
"Series 2000-1 Investor Allocation Percentage" for any Collection Period
shall mean the percentage derived from the fraction the numerator of which is
the Invested Amount as of the last Business Day preceding such Collection Period
and the denominator of which is the Pool Invested Amount on the last Business
Day preceding such Collection Period.
"Series 2000-1 Principal Shortfall" shall have the meaning specified in
Section 4.10 hereof.
"Series 2000-1 Required Balance," shall mean, as of any date of
determination, the sum of (i) the Required Investor Percentage multiplied by the
Adjusted Invested Amount as of the close of business on the immediately
preceding day and (ii) the Available Subordinated Amount as of the close of
business on such immediately preceding day.
"Series 2000-1 Termination Date" shall mean the September 2005 Distribution
Date.
"Servicing Fee Rate" shall mean, with respect to the Certificates, 2% if
BCI is the Servicer, or 3% if BCI is not the Servicer, or, for any Distribution
Date in respect of which the Monthly Servicing Fee has been waived, 0%.
"Subordinated Percentage" shall equal the percentage equivalent of a
fraction, the numerator of which is 5.5% and the denominator will be the excess
of 100% over 5.5%.
"Telerate Page 3750" shall mean the display page currently so designated on
the Bridge Telerate Markets Report (or such other page as may replace that page
on that service for the purpose of displaying comparable rates or prices).
14
"Termination Proceeds" shall mean any Termination Proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.02(c) of the
Agreement with respect to Series 2000-1.
"Variable Funding Percentage," shall have the meaning assigned in the
Agreement.
SECTION 2.02. Interpretive Provisions.
(a) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to the Certificates, Standard & Poor's
and Moody's. As used in this Series Supplement and in the Agreement with respect
to the Certificates, "highest investment category" shall mean (i) in the case of
Standard & Poor's, AAA and A-1+, as applicable, and (ii) in the case of Moody's,
Aaa and P-1, as applicable.
(b) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement. The definitions in Section 2.01
of this Series Supplement are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
(c) For purposes of calculating the Required Pool Balance under the
Agreement, (I) the amount for Series 2000-1 to be used in clause (i) of the
definition of Required Pool Balance contained in Section 1.01 of the Agreement
shall be calculated as follows: the product of (x) the Required Investor
Percentage and (y) the Adjusted Invested Amount and (II) the amount for Series
2000-1 to be used in clause (iii) of the definition of Required Pool Balance in
Section 1.01 of the Agreement shall be calculated as the amount equal to the
positive difference, if any, between the amount on deposit in the Reserve Fund
and the Reserve Fund Required Amount.
(d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation."
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee hereunder
shall be payable to the Servicer, in arrears, on each Distribution Date in
respect of any Collection Period (or portion thereof) occurring prior to the
earlier of the Series 2000-1 Termination Date and the first Distribution Date on
which the Invested Amount is zero. An
15
amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b)
the Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date (the "Monthly Servicing Fee") shall be paid on behalf of
the Certificateholders pursuant to Sections 4.06(a)(iii) and (vi); provided,
however, that with respect to the first Distribution Date, the Monthly Servicing
Fee shall be equal to $[__________]. A portion of the Monthly Servicing Fee (the
"Net Servicing Fee") will be payable in the priority set forth in Section
4.06(a) and, on each such Distribution Date shall be an amount equal to
one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the
Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date; provided, however, that with respect to the first
Distribution Date the Net Servicing Fee shall be $[__________]. The remaining
portion of the Servicing Fee not allocable to the Certificates shall be paid by
the Holder of the BCRC Certificate, the Holder(s) of any Supplemental
Certificates(s), the Holder of the Variable Funding Certificate and the Holders
of other outstanding Series of Investor Certificates, and in no event shall the
Trust, the Trustee or the Holders of the Certificates be liable for any such
remaining portion. The Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by written notice given to the
Trustee at least two Business Days prior to such Distribution Date; provided,
however, that the Servicer believes that sufficient Non-Principal Collections
will be available on any future Distribution Date to pay the Monthly Servicing
Fee relating to the amount thereof so waived. If the Servicer so waives the
Monthly Servicing Fee for any Distribution Date, the Monthly Servicing Fee
(including the Net Servicing Fee) for such Distribution Date shall be deemed to
be zero for all purposes of this Series Supplement and the Agreement; and
provided further, that such Monthly Servicing Fee shall be paid on a future
Distribution Date solely to the extent amounts are available therefor pursuant
to Section 4.09(b) hereof.
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Collections and Allocations for Series 2000-1.
(a) Allocations of Non-Principal Collections and Series 2000-1 Available
Retained Collections. The Servicer shall, on or prior to the close of business
on each Deposit Date, allocate the following amounts as set forth below:
(i) During the Revolving Period and the Controlled Accumulation
Period, the Servicer shall allocate to Series 2000-1 an amount equal to the
sum of (1) the product of (x) the Floating Allocation Percentage for such
Deposit Date and (y) the aggregate amount of Non-Principal Collections on
such Deposit Date and (2) the Series 2000-1 Available Retained Collections
for such Deposit Date (such amount for any
16
Deposit Date, the "Daily Allocation"), and of that allocation, deposit and
retain in the Collection Account an amount not less than the lesser of (I)
the Daily Allocation on such Deposit Date and (II) the difference between
(q) the sum of (1) Monthly Interest, any Class A Carry-Over Amount and any
Class B Carry-Over Amount for the related Distribution (provided that prior
to the Adjustment Date, the Servicer shall calculate such Monthly Interest
in good faith assuming that the Class A Certificate Rate and the Class B
Certificate Rate for the Interest Period commencing during such Collection
Period are the same as the corresponding rates for the Interest Period
ending during such Collection Period), (2) if BCI is not the Servicer, the
Monthly Servicing Fee for the current Collection Period, (3) the sum for
each day through such Deposit Date of the Floating Allocation Percentage of
the Defaulted Amount, and (4) the Reserve Fund Deposit Amount, if any, for
the immediately preceding Distribution Date (after giving effect to any
withdrawals from or deposits to the Reserve Fund on such Deposit Date and
(r) the amounts previously deposited in the Collection Account for the
current Collection Period pursuant to this Section 4.01(a)(i) and the
remainder of such Daily Allocation shall be retained by the Servicer for
allocation pursuant to Sections 4.01(c), 4.06(a) and 4.07 hereof.
(ii) During the Controlled Accumulation Period, allocate to Series
2000-1 and deposit and retain in the Collection Account an amount equal to
the Daily Allocation for such Deposit Date.
(b) Allocations of Principal Collections. The Servicer shall, on or prior
to the close of business on each Deposit Date, apply the following amounts, as
set forth below:
(i) During the Revolving Period, allocate to Series 2000-1 an amount
equal to the product of (x) the Floating Allocation Percentage for such
Deposit Date and (y) the aggregate amount of Principal Collections on such
Deposit Date (such product for any Deposit Date, the "Daily Principal
Allocation"), which amount shall be retained by the Servicer for
application in accordance with Section 4.06(b); provided, however, that the
Daily Principal Allocation for any Deposit Date shall be retained by the
Servicer only if the Pool Balance for the immediately preceding Business
Day (determined after giving effect to any Principal Receivables
transferred to the Trust through the close of business on such Business
Day) exceeds the Required Pool Balance for such Business Day (calculated
before giving effect to any deposits to the Excess Funding Account and any
excess funding account for any other Series in their revolving period or,
if applicable, their amortization period through the close of business on
such Business Day) and otherwise shall be deposited in the Excess Funding
Account in an amount up to the Excess Funded Amount for such Deposit Date
minus the amount then on deposit in the Excess Funding Account and the
remainder shall be retained by the Servicer for application in accordance
with Section 4.06(b) hereof.
(ii) During the Controlled Accumulation Period, allocate to Series
2000-1 and deposit and retain in the Collection Account an amount equal to
the Daily Principal Allocation (which, during the Controlled Accumulation
Period, shall be an amount equal to the product of (x) the Principal
Allocation Percentage for such Deposit Date
17
and (y) the aggregate amount of Principal Collections on such Deposit
Date); provided, however, that if the sum of the Daily Principal
Allocations for the same Collection Period exceeds the Controlled Deposit
Amount for the related Distribution Date, then such excess shall not be
deposited in the Collection Account but shall be retained by the Servicer
for application in accordance with Section 4.06(d) hereof; provided
further, however, that such excess for any Deposit Date shall be retained
by the Servicer only if the Pool Balance for the immediately preceding
Business Day (determined after giving effect to any Principal Receivables
transferred to the Trust through the close of business on such Business
Day) exceeds the Required Pool Balance for such Business Day (calculated
before giving effect to any deposits to the Excess Funding Account and any
excess funding account for any other Series in their revolving period or,
if applicable, their amortization period through the close of business on
such Business Day) and otherwise shall be deposited in the Excess Funding
Account in an amount up to the Excess Funded Amount for such Deposit Date
minus the amount then on deposit in the Excess Funding Account and the
remainder shall be retained by the Servicer for application in accordance
with Section 4.06(c) hereof.
(iii) During any Early Amortization Period, allocate to Series 2000-1
and deposit and retain in the Collection Account an amount equal to the
Daily Principal Allocation (which, during any Early Amortization Period
shall be an amount equal to the product of (x) the Principal Allocation
Percentage for such Deposit Date and (y) the aggregate amount of Principal
Collections on such Deposit Date); provided, however, that after the date
on which an amount of such Daily Principal Allocations equal to the
outstanding principal balance of the Class A Certificates and the Class B
Certificates has been deposited into the Collection Account and allocated
to Series 2000-1, the amount determined in accordance with this
subparagraph (iii) in excess thereof shall be retained by the Servicer for
application in accordance with Section 4.06(c) hereof.
(c) On the second Business Day preceding each Distribution Date with
respect to the Revolving Period or the Controlled Accumulation Period, the
Servicer shall deposit in the Collection Account an amount equal to the sum of
(1) the excess, if any, of any Daily Allocation (or portion thereof) consisting
of the Floating Allocation Percentage of Non- Principal Collections retained by
the Servicer and not deposited in the Collection Account during the related
Collection Period over the amounts required to be distributed on the related
Distribution Date pursuant to clauses (i) through (viii) of Section 4.06(a),
provided that if BCI is the Servicer, BCI may make such deposit net of the
Monthly Servicing Fee and (2) the excess, if any, of any Daily Allocation (or
portion thereof) consisting of the sum of the Series 2000-1 Available Retained
Collections for the related Collection Period retained by the Servicer and not
deposited in the Collection Account over the amounts required to be distributed
on the related Distribution Date out of Series 2000-1 Available Retained
Collections pursuant to Section 4.07.
The withdrawals to be made from the Collection Account pursuant to this
Section 4.01 do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the purchase
price for the Certificates pursuant to Section 2.03 of the Agreement, payment of
the purchase price for the
18
Certificates pursuant to Section 7.01 hereof and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 of
the Agreement.
SECTION 4.02. Monthly Interest.
(a) The amount of monthly interest with respect to the Class A Certificates
("Class A Monthly Interest") on any Distribution Date shall be an amount equal
to (x) the actual number of days elapsed in the related Interest Period divided
by 360 days, multiplied by (y) the product of (i) the Class A Certificate Rate
and (ii) the outstanding principal balance of the Class A Certificates as of the
close of business on the preceding Distribution Date (after giving effect to all
repayments of principal allocated to the Class A Certificates on such preceding
Distribution Date, if any); provided, however, with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to $[__________].
Two Business Days prior to each Distribution Date, the Servicer shall
determine and notify the Trustee in the Distribution Date Statement of the
excess, if any, of (x) the sum of Class A Monthly Interest for the Interest
Period applicable to such Distribution Date plus the amount, if any, of the
Class A Interest Shortfall which was due but not paid on the prior Distribution
Date over (y) the amount which will be available to be distributed with respect
to the Class A Certificates on such Distribution Date in respect thereof
pursuant to this Series Supplement (such excess, the "Class A Interest
Shortfall"). If, on any Distribution Date, the Class A Interest Shortfall is
greater than zero, then an additional amount ("Class A Additional Interest")
equal to (x) the actual number of days in the Interest Period commencing on such
Distribution Date divided by 360 days multiplied by (y) the product of (i) the
Class A Certificate Rate for such Interest Period and (ii) such Class A Interest
Shortfall shall be payable as provided herein with respect to the Class A
Certificates on the Distribution Date following such Distribution Date.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be distributed with respect to the Class A Certificates only to the extent
permitted by applicable law.
(b) The amount of monthly interest with respect to the Class B Certificates
("Class B Monthly Interest") on any Distribution Date shall be an amount equal
to (x) the actual number of days elapsed in the related Interest Period divided
by 360 days multiplied by (y) the product of (i) the Class B Certificate Rate
and (ii) the outstanding principal balance of the Class B Certificates as of the
close of business on the preceding Distribution Date (after giving effect to all
repayments of principal allocated to the Class B Certificates on such preceding
Distribution Date, if any); provided, however, with respect to the first
Distribution Date, Class B Monthly Interest shall be equal to $[_________]
Two Business Days prior to each Distribution Date, the Servicer shall
determine and notify the Trustee in the Distribution Date Statement of the
excess, if any, of (x) the sum of the Class B Monthly Interest for the Interest
Period applicable to such Distribution Date plus the amount, if any, of the
Class B Interest Shortfall which was due but not paid on the prior Distribution
Date over (y) the amount which will be available to be distributed with respect
to the Class B Certificates on such Distribution Date in respect thereof
19
pursuant to this Series Supplement (such excess, the "Class B Interest
Shortfall"). If, on any Distribution Date, the Class B Interest Shortfall is
greater than zero, then an additional amount ("Class B Additional Interest")
equal to (x) the actual number of days in the Interest Period commencing on such
Distribution Date divided by 360 days multiplied by (y) the product of (i) the
Class B Certificate Rate for such Interest Period and (ii) such Class B Interest
Shortfall shall be payable as provided herein with respect to the Class B
Certificates on the Distribution Date following such Distribution Date.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be distributed only to the extent permitted by applicable law.
(c) Any and all determinations made by the Servicer pursuant to this
Section 4.02 shall be communicated in writing and delivered to the Trustee no
later than the Business Day preceding the relevant Distribution Date.
SECTION 4.03. Determination of Monthly Principal. The amount of Monthly
Principal distributable with respect to the Certificates on each Distribution
Date with respect to an Early Amortization Period shall be equal to the
Available Investor Principal Collections with respect to such Distribution Date;
provided, however, that Monthly Principal shall in no event exceed the aggregate
outstanding principal balance of the Class A and Class B Certificates.
SECTION 4.04. Establishment of Reserve Fund, Excess Funding Account and
Principal Account.
(a)(i) The Servicer, for the benefit of the Certificateholders, shall cause
the Trustee to establish and maintain with an Eligible Institution, to be held
on behalf of the Trust, an Eligible Deposit Account (the "Reserve Fund") which
shall be identified as the "Reserve Fund for the Bombardier Receivables Master
Trust, Series 2000-1" and shall bear a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall
be held in the Reserve Fund for the benefit of the Certificateholders. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set forth in
Section 4.06(a) hereof. Funds deposited in the Reserve Fund on a Business
Day (which immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.
(b)(i) The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee with an Eligible
Institution, on behalf of the Trust, an Eligible Deposit Account (the
"Excess Funding Account"), which shall be
20
identified as the "Excess Funding Account for Bombardier Receivables Master
Trust, Series 2000-1" and shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders.
(ii) At the written direction of the Servicer, funds on deposit in the
Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) of funds on deposit in the Excess Funding
Account shall be applied as set forth in Section 4.06(a) hereof.
(c)(i) The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee with an Eligible
Institution, on behalf of the Trust, an Eligible Deposit Account
(the"Principal Account"), which shall be identified as the "Principal
Account for Bombardier Receivables Master Trust, Series 2000-1"and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders
(ii) At the written direction of the Servicer, funds on deposit in the
Principal Account shall be invested by the Trustee in Eligible Investments.
All Eligible Investments shall be held in the Principal Account for the
benefit of the Certificateholders. On each Distribution Date, the Servicer
will credit to the Collection Account any investment earnings (net of
losses and investment expenses) with respect to the Principal Account. On
the earlier to occur of the Class A Expected Final Payment Date or the
first Distribution Date following the occurrence of an Early Amortization
Event, amounts in the Principal Account will be withdrawn and used to pay
principal on the Class A Certificates until the Class A Certificates are
paid in full and then will be used to pay the Class B Certificates until
the Class B Certificates are paid in full. After the payment in full of the
aggregate principal balance of the Certificates, any funds remaining on
deposit in the Principal Account will be paid to the holder of the BCRC
Certificate.
(d)(i) The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments
credited to, the Reserve Fund, the Excess Funding Account and the Principal
Account (collectively the "Series 2000-1 Accounts") and in all proceeds
thereof. The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments
credited to, the Series 2000-1 Accounts and in all proceeds thereof. The
Series 2000-1 Accounts shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders. If, at any time, any of
the Series 2000-1 Accounts ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within ten (10) Business Days
(or such longer period, not to exceed thirty (30) calendar days, as to
which each Rating Agency may consent) establish a new Series 2000-1 Account
meeting the conditions specified in subsection (a)(i) or (b)(i), as
applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series 2000-1 Account. Neither the
Depositor, the Servicer
21
nor any person or entity claiming by, through or under the Depositor, the
Servicer or any such person or entity shall have any right, title or
interest in, or any right to withdraw any amount from, any Series 2000-1
Account, except as expressly provided herein. Schedule I hereto, which is
hereby incorporated into and made part of this Series Supplement,
identifies each Series 2000-1 Account by setting forth the Eligible
Institution with which the Series 2000-1 Account is established, the
account number of each such account and the account designation of each
such account. If a substitute Series 2000-1 Account is established pursuant
to this Section 4.04, the Servicer shall provide to the Trustee an amended
Schedule I, setting forth the relevant information for such substitute
Series 2000-1 Account.
(ii) Pursuant to the authority granted to the Servicer in Section 3.01(a)
of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to
take withdrawals and payments from the Series 2000-1 Accounts for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each Distribution Date, on
the related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which:
(a) the sum of:
(i) Monthly Interest for such Distribution Date,
(ii) any Monthly Interest previously due but not distributed with
respect to the Certificates on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due (to the extent permitted under
applicable law) but not distributed on the Certificates on a prior
Distribution Date,
(iv) the Net Servicing Fee for such Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution Date,
and
(vi) the Series 2000-1 Investor Allocation Percentage of the amount of
any Adjustment Payment required to be deposited in the Collection Account
pursuant to Section 3.09(a) of the Agreement with respect to the related
Collection Period that has not been so deposited as of such Determination
Date,
exceeds, (b) the sum of:
(i) Investor Non-Principal Collections plus any Investment Proceeds
with respect to such Distribution Date, and
22
(ii) the amount of funds in the Reserve Fund which are available
pursuant to Section 4.07(a) hereof to cover any portion of the amount, if
any, by which the amount of clause (a) exceeds the amount of clause (b)(i).
The "Required Subordination Draw Amount" shall be the lesser of (x) the
Deficiency Amount and (y) the Available Subordinated Amount on the related
Determination Date.
SECTION 4.06. Application of Investor Non-Principal Collections, Investment
Proceeds and Available Investor Principal Collections. The Servicer shall cause
the Trustee to make the following distributions on each Distribution Date based
on the information contained in the Distribution Date Statement.
(a) On each Distribution Date, an amount equal to the sum of Investor
Non-Principal Collections and any Investment Proceeds with respect to such
Distribution Date shall be distributed in the following priority:
(i) first, an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a
prior Distribution Date, plus, but only to the extent permitted under
applicable law, the amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior Distribution
Date, shall be distributed to the Class A Certificateholders;
(ii) second, an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholders on a
prior Distribution Date, plus, but only to the extent permitted under
applicable law, the amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on a prior Distribution
Date, shall be distributed to the Class B Certificateholders;
(iii) third, an amount equal to the Net Servicing Fee for such
Distribution Date shall be distributed to the Servicer (unless such amount
has been netted against deposits to the Collection Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Distribution Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Investor Default Amount, if any, for
such Distribution Date shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date and distributed as
provided in Section 4.06(b), 4.06(c), or 4.06(d) below, as applicable;
23
(vi) sixth, an amount equal to the remainder of the Monthly Servicing
Fee for such Distribution Date, if any, due but not paid the Servicer shall
be paid to the Servicer (unless such amount has been netted against
deposits to the Collection Account or waived);
(vii) seventh, an amount equal to the Class A Carry-Over Amount, if
any, for such Distribution Date, plus the amount of any Class A Carry-Over
Amount previously due but not distributed with respect to the Class A
Certificates on a prior Distribution Date, shall be distributed to the
Class A Certificateholders;
(viii) eighth, an amount equal to the Class B Carry-Over Amount, if
any, for such Distribution Date, plus the amount of any Class B Carry-Over
Amount previously due but not distributed on Class B Certificates on a
prior Distribution Date, shall be distributed to the Class B
Certificateholders; and
(ix) ninth, the balance, if any, shall constitute Excess Servicing and
shall be allocated and distributed as set forth in Section 4.09 hereof.
(b) On each Distribution Date with respect to the Revolving Period, the
Trustee shall apply Available Investor Principal Collections for such
Distribution Date in accordance with the written directions of the Servicer,
first, to make a deposit into the Excess Funding Account in an amount equal to
the Excess Funded Amount as of the close of business on the preceding Business
Day minus the amount then on deposit in the Excess Funding Account, and second,
an amount equal to the balance (such balance being part of "Excess Principal
Collections"), if any, of such Available Investor Principal Collections shall be
applied in accordance with Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to an Early Amortization Period,
an amount equal to Available Investor Principal Collections for such
Distribution Date shall be distributed in the following order of priority:
(i) first, an amount equal to the Monthly Principal for such
Distribution Date will be distributed first to the holders of the Class A
Certificates until the principal amount thereof is reduced to zero, and
then to the holders of the Class B Certificates until the principal amount
thereof is reduced to zero; and
(ii) second, an amount equal to the balance (such balance being part
of "Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.04 of
the Agreement.
(d) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to Available Investor Principal
Collections for such Distribution Date shall be distributed in the
following order of priority:
(i) on each Distribution Date prior to the Class A Expected Final
Payment Date:
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(A) first, an amount equal to the Controlled Deposit Amount will be
deposited into the Principal Account;
(B) second, an amount, if any, equal to the excess of the Excess
Funded Amount over the amount then on deposit in the Excess Funding Account
will be deposited into the Excess Funding Account; and
(C) third, an amount equal to the balance (such balance being part of
"Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.04 of
the Agreement;
(ii) on any Distribution Date subsequent to or that is the Class A
Expected Final Payment Date:
(A) first, to the Class A Certificates, an amount equal to the lesser
of (x) the principal balance of the Class A Certificates and (y) the
Available Investor Principal Collections for such date;
(B) second, after the principal balance of the Class A Certificates
has been reduced to zero, to the Class B Certificates, an amount equal to
the lesser of (x) the outstanding principal balance of the Class B
Certificates and (y) the Available Investor Principal Collections for such
date (after giving effect to any portion thereof distributable to the Class
A Certificates pursuant to clause (A) above); and
(C) third, an amount equal to the balance of such Available Investor
Principal Collections, if any, after giving effect to any portion thereof
distributable to the Class A Certificates and the Class B Certificates
pursuant to clauses (A) and (B) above, (such balance being part of "Excess
Principal Collections") shall be applied in accordance with Section 4.04 of
the Agreement.
(e) The distributions to be made pursuant to this Section 4.06 are
subject to the provisions of Section 2.03, Section 9.02, Section 10.01 and
Section 12.02 of the Agreement and Section 8.01 and Section 8.02 of this
Series Supplement.
SECTION 4.07. Application of Reserve Fund and Available Subordinated
Amount.
(a) If the Investor Non-Principal Collections and Investment Proceeds on
any Distribution Date are not sufficient to make the entire distributions
required on such Distribution Date by clauses (i), (ii), (iii) and (v) of
Section 4.06(a) hereof, the Servicer shall by written instruction cause the
Trustee to withdraw funds from the Reserve Fund to the extent
25
available therein, and apply such funds to complete the distributions pursuant
to clauses (i), (ii), (iii) and (v) of Section 4.06(a) hereof.
(b) If there is a Deficiency Amount for such Distribution Date, the
Servicer shall apply or cause the Trustee to apply the aggregate amount of
Series 2000-1 Available Retained Collections for the related Collection Period,
but only up to the amount of the Required Subordination Draw Amount, to make up
the shortfall in the distributions required by clauses (i), (ii), (iii) and (v)
of Section 4.06(a) hereof that have not been made through the application of
funds from the Reserve Fund in accordance with subsection (a) of this Section
4.07. Any such Series 2000-1 Available Retained Collections remaining after the
application thereof pursuant to the preceding sentence shall be treated as a
portion of Available Investor Principal Collections for such Distribution Date,
but only up to the amount of unpaid Adjustment Payments allocated to the
Certificates as described in Section 4.05(a)(vi) hereof. The Holder of the BCRC
Certificate may elect to increase the Available Subordinated Amount, up to a
maximum aggregate increase equal to 1% of the Initial Principal Amount in order
to avoid the occurrence of an Early Amortization Event pursuant to Section
6.01(a) hereof.
(c) After giving effect to the allocations of, distributions from, and
deposits to, the Reserve Fund made pursuant to Section 4.01(c), Section 4.04 and
Section 4.06(a) hereof and subsections (a) and (d) of this Section 4.07, (i) if
the amount in the Reserve Fund is greater than the Reserve Fund Required Amount
(or, for any Distribution Date with respect to an Early Amortization Period, the
Excess Reserve Fund Required Amount) for such Distribution Date, then the
Servicer shall direct the Trustee in writing to withdraw and distribute such
excess amount (or otherwise make such amount available) to the Holder of the
BCRC Certificate and (ii) if the amount in the Reserve Fund is less than such
Reserve Fund Required Amount, then the Trustee shall transfer to the Eligible
Institution holding the Reserve Fund any remaining Series 2000-1 Available
Retained Collections (to the extent of the Available Subordinated Amount) for
the related Collection Period for deposit into the Reserve Fund until the amount
in the Reserve Fund is equal to such Reserve Fund Required Amount. If the
outstanding principal balance of the Certificates is greater than zero on the
Series 2000-1 Termination Date, any funds in the Reserve Fund will be treated as
Available Investor Principal Collections for the Distribution Date occurring on
the Series 2000-1 Termination Date. Upon payment in full of the outstanding
principal balance of the Certificates, any funds remaining on deposit in the
Reserve Fund shall be paid (or made available) to the Holder(s) of the BCRC
Certificate and any Supplemental Certificate(s), pro rata in accordance with the
respective percentage interests thereof.
(d) If, for any Distribution Date with respect to an Early Amortization
Period, after giving effect to the allocations of, distributions from, and
deposits in, the Reserve Fund made pursuant to Section 4.01(c), Section 4.04 and
Section 4.06(a) hereof and subsection (a) of this Section 4.07, the amount in
the Reserve Fund is less than the Excess Reserve Fund Required Amount for such
Distribution Date, the Trustee shall deposit any remaining Series 2000-1
Available Retained Collections (to the extent of the Available Subordinated
Amount) for the related Collection Period into the Reserve Fund until the amount
in the Reserve Fund is equal to such Excess Reserve Fund Required Amount.
26
(e) The balance of the Series 2000-1 Available Retained Collections for the
related Collection Period on any Distribution Date, after giving effect to any
distributions thereof pursuant to subsections (b), (c) and (d) of this Section
4.07 and the distributions in respect of other Series referred to in subsections
(b), (c) and (d) of this Section 4.07, shall be distributed to the Holder(s) of
the BCRC Certificate and any Supplemental Certificate(s), pro rata in accordance
with the respective percentage interests thereof, on such Distribution Date.
SECTION 4.08. Investor Charge-Offs. If, on any Distribution Date on which
the Available Subordinated Amount (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date) is
zero and the Deficiency Amount for such Distribution Date is greater than zero,
the Invested Amount shall be reduced by the excess of such Deficiency Amount
over any remaining Available Subordinated Amount on the related Determination
Date, but not by more than the Investor Default Amount for such Distribution
Date (an "Investor Charge-Off"). Investor Charge-Offs shall thereafter be
reimbursed (but not by an amount in excess of the aggregate unreimbursed
Investor Charge-Offs) on any Distribution Date by the sum of (a) Allocable
Miscellaneous Payments with respect to such Distribution Date and (b) the amount
of Excess Servicing allocated and available for that purpose pursuant to Section
4.09(a) hereof.
SECTION 4.09. Excess Servicing. The Servicer shall by written instruction
cause the Trustee to apply to the extent not already so distributed, on each
Distribution Date, Excess Servicing with respect to the Collection Period
immediately preceding such Distribution Date, to make the following
distributions in the following priority:
(a) an amount equal to the aggregate amount of Investor Charge-Offs which
have not been previously reimbursed as provided in Section 4.08 hereof (after
giving effect to the allocation on such Distribution Date of any amount for that
purpose pursuant to Section 4.08(a) hereof) shall be treated as a portion of
Available Investor Principal Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of any Monthly
Servicing Fees which have been previously waived pursuant to Section 3.01 hereof
and which have not been previously paid pursuant to this Section 4.09(b) shall
be distributed to the Servicer; and
(c) the balance, if any, shall be distributed (or otherwise made available)
to the Holder(s) of the BCRC Certificate and any Supplemental Certificate(s),
pro rata in accordance with the respective percentage interests thereof.
SECTION 4.10. Principal Collections.
(a) The "Series 2000-1 Excess Principal Collections," with respect to any
Distribution Date, shall mean Excess Principal Collections for all Series for
such Distribution Date in an amount equal to the lesser of (a) the Series 2000-1
Principal Shortfall, if any, for
27
such Distribution Date and (b) an amount equal to the product of (x) Excess
Principal Collections for all Series for such Distribution Date and (y) a
fraction, the numerator of which is the Series 2000-1 Principal Shortfall for
such Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Series for such Distribution Date.
(b) The "Series 2000-1 Principal Shortfall" for:
(x) any Distribution Date with respect to the Controlled Accumulation
Period shall equal the excess of (i) the Controlled Deposit Amount over
(ii) Available Investor Principal Collections for such Distribution Date;
(y) any Distribution Date with respect to an Early Amortization Period
shall equal the excess, if any, of (i) the Invested Amount (plus, in the
case of the first Distribution Date following the end of the Collection
Period in which an Early Amortization Period shall have commenced, any
amounts on deposit in the Excess Funding Account at the end of the
Revolving Period) over (ii) Available Investor Principal Collections for
such Distribution Date.
SECTION 4.11. Excess Funding Account.
(a) Any funds on deposit in the Excess Funding Account upon the occurrence
of an Early Amortization Event will be deposited in the Collection Account for
application as Available Investor Principal Collections. In addition, no funds
will be deposited in the Excess Funding Account during any Early Amortization
Period.
(b) If (i) on any Business Day during the Revolving Period or the
Controlled Accumulation Period there are any funds in the Excess Funding Account
and (ii) the Pool Balance at the end of the preceding Business Day was greater
than the Required Pool Balance at the end of such Business Day, then, subject to
the other provisions of this Section 4.11(b) and to subsections (c) and (d) of
this Section 4.11, the Adjusted Invested Amount and the adjusted invested
amounts (but, in each case, not in excess of the initial principal amount of
such Series) for all other outstanding Series that provide for an excess funding
account or similar arrangement and are in their revolving periods or, if
applicable, their amortization or accumulation periods shall be increased such
that, after giving effect to such increases, the Required Pool Balance is equal
to the Pool Balance. On each such Business Day the Servicer shall notify the
Trustee in writing of the amount, if any, of such increase in the Adjusted
Invested Amount and the Trustee shall withdraw from the Excess Funding Account
and pay (or otherwise make available) to the Holder(s) of the BCRC Certificate
and any Supplemental Certificate(s), pro rata in accordance with the respective
percentage interests thereof, or allocate to one or more other Series which are
in amortization, early amortization or accumulation periods, on such Business
Day, an amount equal to the amount of such increase in the Adjusted Invested
Amount. Such payment to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s) shall be in payment or partial payment pursuant to
the Receivables Purchase Agreement for additional Principal Receivables
transferred to the Trust or allocated to the Certificates. To the extent that
the Adjusted Invested Amount is increased
28
by any payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s) or any allocation to one or more other Series which are in
amortization, early amortization or accumulation periods, the Retained
Participation Amount or such other Series' adjusted invested amount, as
applicable, shall be reduced by the amount of such payment.
(c) In the event that other Series issued by the Trust provide for excess
funding accounts or other arrangements similar to the Excess Funding Account
involving fluctuating levels of investments in Principal Receivables, the
allocation of additional Principal Receivables to increase the Adjusted Invested
Amount and the adjusted invested amounts of such other Series (and the related
withdrawals from the Excess Funding Account and the other excess funding
accounts or similar accounts) will be based on the proportion that the amount on
deposit in the Excess Funding Account bears to amounts on deposit in the excess
funding accounts (including the Excess Funding Account) of all Series providing
for excess funding accounts or such similar arrangements or to amounts otherwise
similarly available.
(d) In the event that any other Series is in an amortization period, early
amortization period or accumulation period, the amounts of any withdrawals from
the Excess Funding Account shall be applied first to satisfy in full any then
applicable funding or payment requirements of such Series and second to make a
payment to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s). In the event that more than one other Series is in an
amortization period, early amortization period or accumulation period, the
amounts of any withdrawals from the Excess Funding Account shall be allocated
(and, if necessary, reallocated) among such Series as specified in the related
Series Supplement, to meet the funding or payment requirements of each such
Series first to satisfy in full all then applicable funding or payment
requirements of each such Series and second to make a payment to the Holder(s)
of the BCRC Certificate and any Supplemental Certificate(s).
ARTICLE V
Distributions and Reports to
Series 2000-1 Certificateholders
SECTION 5.01. Distributions. On each Distribution Date, the Trustee shall
distribute to the Certificateholders of record on the preceding Record Date
(other than as provided in Section 12.02 of the Agreement respecting a final
distribution) the amounts required to be distributed thereon pursuant to Article
IV hereof. Except as provided in Section 12.02 of the Agreement with respect to
a final distribution, distributions to Certificateholders hereunder shall be
made by wire transfer in immediately available funds.
SECTION 5.02. Reports and Statements to Certificateholders.
(a) At least four (4) Business Days prior to each Distribution Date, the
Servicer will provide to the Trustee statements, substantially in the form of
Exhibit C hereto (each, a "Distribution Date Statement"), and on each
Distribution Date, the Trustee shall forward to the Certificateholders such
Distribution Date Statement setting forth certain information relating to the
Trust and the Certificates.
29
(b) On each Distribution Date, a copy of each Distribution Date Statement
provided pursuant to subsection (a) of this Section 5.02 will be forwarded (or
caused to be forwarded) by the Trustee to each Certificateholder.
(c) On or before January 31 of each calendar year, beginning with January
31, 2001, the Trustee shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Certificateholder, a
statement prepared by the Servicer containing the information which is required
to be contained in the statement to Certificateholders as set forth in paragraph
(a) above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Internal Revenue Code and such other customary information as is necessary to
enable the Certificateholders to prepare their tax returns. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Internal Revenue Code as from time to time in effect.
In addition, the Trustee shall from time to time furnish to each
Certificateholder information furnished by the Servicer regarding material
changes in the servicing or crediting procedures required under this Agreement.
ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events. The occurrence of any
of the following events shall, immediately upon the occurrence thereof without
notice or other action on the part of the Trustee or the Holders of the
Certificates, be deemed to be an "Early Amortization Event" solely with respect
to the Certificates:
(a) on any Distribution Date, the Available Subordinated Amount shall be
less than the Required Subordinated Amount (after giving effect to the
distributions to be made on such Distribution Date); or
(b) on any Distribution Date, the balance of the Reserve Fund is less than
the Reserve Fund Required Amount, in each case after giving effect to all
deposits and distributions on such Distribution Date; or
(c) any Servicer Default occurs; or
(d) any Class A Carry-Over Amount or Class B Carry-Over Amount is
outstanding on six consecutive Distribution Dates; or
(e) the ratio (expressed as a percentage) of (x) the average for each month
of the net losses on the Receivables in the Pool (i.e., gross losses less
Recoveries on any Receivables (including, without limitation, recoveries from
Collateral Security in addition to
30
the products financed by the Receivables, recoveries from manufacturers,
distributors or importers and Insurance Proceeds)) during any three (3)
consecutive calendar months to (y) the average of the month-end Pool Balances
for such three-month period, exceeds 5% on an annualized basis; provided,
however, that this clause (e) may be revised or waived without the consent of
the Certificateholders and no such revision or waiver shall be deemed an
amendment of the terms hereof, but shall be a revision or waiver made in
accordance with the terms hereof if, prior to each such revision or waiver, the
Rating Agency Condition is satisfied; or
(f) the average Monthly Payment Rate (x) with respect to the three (3)
Collection Periods included in the period from January through March of any
calendar year is less than 12% and (y) with respect to any other three (3)
consecutive Collection Periods is less than 14%; provided, however, that this
clause (f) may be revised or waived without the consent of the
Certificateholders and no such revision or waiver shall be deemed an amendment
of the terms hereof, but shall be a revision or waiver made in accordance with
the terms hereof if, prior to each such reversion or waiver, the Rating Agency
Condition is satisfied; or
(g) the failure to pay the outstanding principal balance of the
Certificates on the September 2003 Distribution Date; or
(h) the sum of all Eligible Investments and amounts on deposit in the
Excess Funding Account and excess funding accounts for all other Series
represents more than 50% of the total assets of the Trust on each of six or more
consecutive Distribution Dates, after giving effect to all payments made or to
be made on such Distribution Dates; and
(i) during any four month period commencing June 1, October 1 and February
1 of each year (each, an "Origination Period"), more than 10% of the aggregate
principal amount of Domestic Inventory Receivables that were originated and
transferred to the trust during the four month period commencing sixteen months
prior to such Origination Period and are then owned by the Trust have not been
paid in full within 491 days following the date of origination thereof.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase.
(a) On any Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the aggregate principal amount of
the Certificates on the Closing Date, the Depositor shall have the option,
subject to the condition set forth in subsection (c) of this Section 7.01, to
purchase the entire amount of, but not less
31
than the entire amount of, the Certificates, at a purchase price equal to the
Reassignment Amount for such Distribution Date.
(b) The Depositor shall give the Servicer and the Trustee at least ten (10)
days' prior written notice of the Distribution Date on which the Depositor
intends to exercise such purchase option. On the Business Day immediately prior
to such Distribution Date the Depositor shall deposit the Reassignment Amount
into the Collection Account in immediately available funds. Such purchase option
is subject to payment in full of the Reassignment Amount. The Reassignment
Amount shall be distributed as set forth in Section 8.01(b) hereof.
(c) If at the time the Depositor exercises its purchase option hereunder
the Depositor's long-term unsecured debt has a rating lower than the lowest
investment grade rating of the Rating Agency, the Depositor shall deliver to the
Trustee on such Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Certificates purchased by the Depositor
constitute fair value for the consideration paid therefor and as to the solvency
of the Depositor, the purchase of the Certificates would not be considered a
fraudulent conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificates Pursuant to Section 2.03 of the
Agreement; Distributions Pursuant to Section 7.01 of this Series Supplement or
Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Depositor to the Collection Account with
respect to the Certificates in connection with a purchase of the Certificates
pursuant to Section 2.03 of the Agreement shall equal the Reassignment Amount
for the Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 7.01 of this Series Supplement or Section 2.03 of
the Agreement allocable to the Series 2000-1 Certificates or any Termination
Proceeds allocable to the Series 2000-1 Certificates deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution Date
on which such amounts are deposited (or, if such date is not a Distribution
Date, on the immediately following Distribution Date) apply such amounts in the
following priority: (i) deposit an amount equal to the Reassignment Amount on
such date into the Collection Account and (ii) pay the remainder of any
Termination Proceeds allocable to the Series 2000-1 Certificates to the
Holder(s) of the BCRC Certificate and any Supplemental Certificate(s), pro rata
in accordance with the respective percentage interests thereof.
32
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Collection Account pursuant to
Section 7.01 of this Series Supplement and Section 2.03 of the Agreement
allocable to the Series 2000-1 Certificates and all other amounts on deposit
therein shall be distributed in full on the Certificates (up to the remaining
outstanding principal amount thereof together with all accrued and unpaid
interest thereon) on such date and any distribution made pursuant to paragraph
(b) above shall be deemed to be a final distribution pursuant to Section 12.02
of the Agreement with respect to the Certificates.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Trust Liquidation Proceeds are deposited into
the Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
at the written direction of the Servicer shall first (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Trust Liquidation Proceeds allocated
to the Series 2000-1 Certificates and distribute such amount first to Holders of
Class A Certificates until the principal balance is reduced to zero and the
remainder to Holders of Class B Certificates up to the principal balance
thereof; provided that the amount of such distribution shall not exceed the
product of the Trust Liquidation Proceeds allocated to Principal Receivables and
the Adjusted Series 2000-1 Allocation Percentage. The remainder of the portion
of the Trust Liquidation Proceeds allocated to the Principal Receivables shall
be allocated as provided in Section 9.02(b) of the Agreement.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an amount
equal to the sum of (i) Monthly Interest for such Distribution Date, (ii) any
Monthly Interest previously due but not distributed on the Certificates on any
prior Distribution Date, (iii) the amount of Additional Interest, if any, for
such Distribution Date and any Additional Interest previously due but not
distributed on the Certificates on a prior Distribution Date, and (iv) any Class
A Carry-Over Amount and any Class B Carry-Over Amount for such Distribution Date
and any Class A Carry-Over Amount and any Class B Carry-Over Amount previously
due but not distributed to the Certificateholders on a prior Distribution Date,
from the portion of the Trust Liquidation Proceeds allocated to Series 2000-1
and distribute such amount first to Class A Certificates to the extent of such
due and unpaid amounts and then to Class B Certificates to the extent of such
due and unpaid amounts provided that the amount of such distribution shall not
exceed the product of Trust Liquidation Proceeds allocated to Non-Principal
Receivables and the Adjusted Series 2000-1 Allocation Percentage. The remainder
of the portion of the Trust Liquidation Proceeds allocated to Non-Principal
Receivables shall be allocated as provided in Section 9.02(b) of the Agreement.
33
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, any distribution made pursuant to this Section 8.02 shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement
with respect to the Certificates.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.02. Counterparts. This Series Supplement may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
SECTION 9.03. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 9.04. Covenant. The Depositor hereby covenants that any Receivables
removed from the Trust pursuant to Section 2.12(a)(ii) of the Agreement shall
not be sold, transferred or otherwise conveyed to the Servicer.
34
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, as Depositor,
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
BOMBARDIER CAPITAL INC., as Servicer,
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
BANKERS TRUST COMPANY, as Trustee,
By: _______________________________
Name: _________________________
Title: ________________________
[Signature Page to Series 2000-1 Supplement]
