Execution Copy
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
BANKERS TRUST COMPANY,
Trustee
----------------------------------------
SERIES 2000-1 SUPPLEMENT
Dated as of October 1, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
----------------------------------------
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
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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.....................................26
SECTION 4.08. Investor Charge-Offs..............................................................................27
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SECTION 4.09. Excess Servicing..................................................................................27
SECTION 4.10. Principal Collections.............................................................................28
SECTION 4.11. Excess Funding Account............................................................................28
ARTICLE V
Distributions and Reports to
Series 2000-1 Certificateholders
SECTION 5.01. Distributions.....................................................................................30
SECTION 5.02. Reports and Statements to Certificateholders......................................................30
ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events..............................................................31
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase...............................................................................32
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...............................................33
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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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 ........................................................................................35
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 October 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 on any of the
foregoing dates designate an Accumulation Period Length greater than required
but not to exceed the lesser of (x) four months and (y) the number of months
remaining from such date of determination until the last day of August 2003.
"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) or 4.06(d) 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.
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"Adjustment Date" shall mean the second London Business Day preceding
the first day of the related Interest Period.
"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.
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"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 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
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(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
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.
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"Calculation Agent" shall mean the Trustee or any other Calculation
Agent selected by the Depositor which is reasonably acceptable to the Trustee.
"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) 0.17% 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) 0.48% 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 October 5, 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) 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
10
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 $23,280,423.
"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.
13
"Series Cut-Off Date" shall mean October 5, 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 $0 and with respect to the second Distribution Date, the
Monthly Servicing Fee shall be equal to $559,140. 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 $0 and with respect to the
second Distribution Date, the Net Servicing Fee shall be $279,570. 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
00
xxxxxxxxx xxxxxx xx Xxx-Xxxxxxxxx Collections on such Deposit Date and (2)
the Series 2000-1 Available Retained Collections for such Deposit Date
(such amount for any 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
17
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 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
18
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 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) or for the first
Distribution Date, as of the Closing Date; provided, however, with respect to
the first Distribution Date, Class A Monthly Interest shall be equal to
$777,190.94.
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) or, for the first
Distribution Date, as of the Closing Date; provided, however, with respect to
the first Distribution Date, Class B Monthly Interest shall be equal to
$55,103.89.
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
19
(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 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
20
invested overnight. On the Closing Date, the Depositor will cause to be
deposited into the Reserve Fund an amount equal to $2,832,294.83.
(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 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
21
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 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
22
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
(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);
23
(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;
(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
24
(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:
(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.
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(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 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
26
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.
(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
27
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 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
28
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 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).
29
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.
(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.
30
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 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
31
(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 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.
32
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.
(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
33
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.
(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
34
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.
35
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: /s/ Xxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President & General Manager
By: /s/ Xxxx X. X'Xxxxx
---------------------------------------
Name: Xxxx X. X'Xxxxx
Title: Secretary
BOMBARDIER CAPITAL INC., as Servicer,
By: /s/ Xxxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President & General Manager
By: /s/ Xxxx X. X'Xxxxx
-----------------------------------------
Name: Xxxx X. X'Xxxxx
Title: Assistant Secretary
BANKERS TRUST COMPANY, as Trustee,
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
[Signature Page to Series 2000-1 Supplement]
EXHIBIT A
CLASS A
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Bankers Trust Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED Initial Principal Amount: $374,600,000
Certificate No. A-1 CUSIP No. 00000XXX0
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 2000-1
CLASS A
FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may, subject to satisfaction of
certain conditions, consist of Receivables arising from extensions of credit
made by BCI or an Affiliate of BCI to a dealer to finance such dealer's working
capital needs or to a manufacturer or distributor to finance manufacturing,
production or inventory of consumer, recreational or commercial products. Such
Receivables may also include financing arrangements otherwise meeting the
description set forth above, but originated by another lender and acquired by
BCI or an Affiliate of BCI upon satisfying BCI's customary underwriting
standards. This certificate (a
A-1
"Certificate") does not represent any interest in, or obligation of, Bombardier
Credit Receivables Corporation ("BCRC") or any Affiliate thereof.
Unless the certificate of authentication hereon has been executed by or
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE 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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER
TRUST I
By: BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Trustee on behalf of the Trust
By:
-----------------------------
Authorized Officer
Dated: October 5, 2000
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by
------------------------------
Authorized Officer
A-2
This certifies that Cede & Co. (the "Holder"), is the registered owner
of a fractional undivided interest in certain assets of the BOMBARDIER
RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a Pooling and
Servicing Agreement dated as of January 1, 1994, as amended and supplemented
from time to time, among Bombardier Capital Inc., as Servicer, Bombardier Credit
Receivables Corporation, as Depositor, and BANKERS TRUST COMPANY, as trustee
(the "Trustee"), that are allocated to the interest represented by those
Floating Rate Class A Asset Backed Certificates, Series 2000-1 (the "Class A
Certificates") pursuant to the Pooling and Servicing Agreement and the Series
2000-1 Supplement dated as of October 1, 2000 (the "Series Supplement"). The
Pooling and Servicing Agreement dated as of January 1, 1994, as amended by
Amendment Number 1 to Pooling and Servicing Agreement dated as of January 1,
1997, as further amended by Amendment 2 to the Pooling and Servicing Agreement
dated as of October 19, 1999, as further amended by Amendment 3 to the Pooling
and Servicing Agreement dated as October 19,1999 and as otherwise from time to
time amended and supplemented, the Variable Funding Supplement dated as of
January 1, 1994 (as amended form time to time, the "Variable Funding
Supplement") and the Series Supplement are herein collectively referred to as
the "Pooling and Servicing Agreement." The corpus of the Trust will include (a)
certain Receivables existing under the Accounts at the close of business on
January 1, 1994 (the "Initial Cut-off Date), certain Receivables generated under
the Accounts from time to time thereafter, as well as certain Receivables
generated in any Accounts added to the Trust from time to time after the Initial
Cut-Off Date, (b) all funds collected or to be collected in respect of such
Receivables, (c) all funds on deposit in certain accounts of the Trust, (d) an
assignment of BCRC's rights, as purchaser, under the Receivables Purchase
Agreement and (e) an assignment of a security interest, if any, in certain
consumer, recreational and commercial products financed by the Receivables
securing the Receivables and any other security interest granted to secure the
Receivables. Prior to the issuance of the Class A Certificates, four Series of
Investor Certificates have been issued pursuant to the Pooling and Servicing
Agreement of which three will be outstanding on the date of issuance of the
Class A Certificates, and, simultaneously with the Class A Certificates, the
Floating Rate Class B Asset Backed Certificates, Series 2000-1 (the "Class B
Certificates") will be issued. Additional Series of Investor Certificates may be
issued in the future. In addition, the Variable Funding Certificate and the BCRC
Certificate have been issued and Supplemental Certificates may be issued in the
future. The Variable Funding Certificate, the BCRC Certificate and any
Supplemental Certificates will represent interests in the Trust Assets not
represented by the Class A Certificates or the Class B Certificates or other
Series of Investor Certificates.
The Receivables consist of advances made directly or indirectly by BCI
or an Affiliate of BCI to finance consumer, recreational and commercial products
for dealers located in the United States and may, subject to the satisfaction of
certain conditions, consist of extensions of credit made by BCI or Affiliates of
BCI to dealers to finance working capital needs or to manufacturers or
distributors to finance the manufacturing, production or inventory of consumer,
recreational or commercial products. Such Receivables may also include financing
arrangements otherwise meeting the description set forth in this paragraph, but
originated by another lender and acquired by BCI or an Affiliate of BCI upon
satisfying BCI's customary underwriting standards.
A-3
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Depositor may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Holder by virtue of the
acceptance hereof assents and is bound. Although a summary of certain provisions
of the Pooling and Servicing Agreement is set forth below, this Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is
made to the Pooling and Servicing Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Pooling and
Servicing Agreement (without schedules) may be requested from the Trustee by
writing to the Trustee at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust & Agency Group, Structured Finance Team. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Pooling and Servicing Agreement.
The Depositor has entered into the Pooling and Servicing Agreement and
the Class A Certificates and the Class B Certificates (collectively, the
"Certificates") have been issued with the intention that the Certificates will
qualify under applicable tax law as indebtedness of the Depositor secured by the
Receivables. The Depositor and each Holder, by the acceptance of its
Certificate, agrees to treat the Certificates as indebtedness of the Depositor
secured by the Receivables for Federal income taxes, state and local income and
franchise taxes and any other taxes imposed or measured by income.
On each Distribution Date, the Trustee shall distribute on behalf of
the Trust to each Holder of record at the close of business on the day preceding
the Distribution Date (each a "Record Date" unless Definitive Certificates have
been issued, in which case Record Date shall be the last day of the month
preceding such Distribution Date) such Holder's pro rata share (based on the
aggregate fractional undivided interest represented by the Class A Certificates
held by such Holder, except as otherwise provided in the Pooling and Servicing
Agreement) of such amounts on deposit in the Collection Account or the Series
2000-1 Accounts as are payable in respect of such Class A Certificate pursuant
to the Pooling and Servicing Agreement on such Distribution Date. Distributions
with respect to this Certificate will be made by the Trustee by wire transfer in
immediately available funds (except for the final distribution in respect of
this Certificate). Final payment of this Certificate will be made only upon
presentation and surrender of this Certificate at the office or agency specified
in the notice of final distribution delivered by the Trustee to the
Certificateholder in accordance with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the aggregate original principal
amount of the Certificates, the Depositor has the option, subject to the
condition set forth in Section 7.01(c) of the Series Supplement, to purchase the
entire amount of the Certificates. The purchase price will be equal to the
Reassignment Amount (as defined in the Series Supplement).
A-4
This Certificate does not represent an obligation of, or an interest in
BCI, BCRC or any Affiliate of any of them and is not insured or guaranteed by
any governmental agency or instrumentality. This Certificate is limited in right
of payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time in
accordance with the terms thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency of the Transfer
Agent and Registrar in New York City, accompanied by a written instrument of
transfer in form satisfactory to the Trustee or the Transfer Agent and thereupon
one or more new Certificates of authorized denominations evidencing the same
aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No service
charge may be imposed for any such exchange but the Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Depositor, the Servicer, the Trustee, the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer nor the Trustee, the Transfer Agent and Registrar, nor
any agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Pooling and Servicing Agreement.
A-5
ASSIGNMENT
Social Security or other identifying number of assignee:
---------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------
-------------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Date:
----------------------- -------------------------------------
Signature Guaranteed:
-------------------------------------
--------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in
every particular, without alternation, enlargement or any change whatsoever.
A-6
EXHIBIT B
CLASS B
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Bankers Trust Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED Initial Principal Amount: $25,4000,000
Certificate No. B-1 CUSIP No. 00000XXX0
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 2000-1
CLASS B
FLOATING RATE ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
BOMBARDIER RECEIVABLES MASTER TRUST I
the corpus of which consists primarily of a pool of receivables (the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing arrangements entered into by Bombardier
Capital Inc. ("BCI") or an Affiliate of BCI with certain dealers located in the
United States to finance such dealers' consumer, recreational and commercial
product inventory and the corpus of which may, subject to satisfaction of
certain conditions, consist of Receivables arising from extensions of credit
made by BCI or an Affiliate of BCI to a dealer to finance such dealer's working
capital needs or to a manufacturer or distributor to finance manufacturing,
production or inventory of consumer, recreational or commercial products. Such
Receivables may also include financing arrangements otherwise meeting the
description set forth above, but originated by another lender and acquired by
BCI or an Affiliate of BCI upon satisfying BCI's customary underwriting
standards. This certificate (a
B-1
"Certificate") does not represent any interest in, or obligation of, Bombardier
Credit Receivables Corporation ("BCRC") or any Affiliate thereof.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE 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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.
BOMBARDIER RECEIVABLES MASTER
TRUST I
By: BANKERS TRUST COMPANY, not in its individual
capacity but solely as Trustee on behalf of
the Trust
By:
------------------------------------
Authorized Officer
Dated: October 5, 2000
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY,
as Trustee,
by
-------------------------------
Authorized Officer
B-2
This certifies that Cede & Co. (the "Holder"), is the registered owner
of a fractional undivided interest in certain assets of the BOMBARDIER
RECEIVABLES MASTER TRUST I (the "Trust") created pursuant to a Pooling and
Servicing Agreement dated as of January 1, 1994, as amended and supplemented
from time to time, among Bombardier Capital Inc., as Servicer, Bombardier Credit
Receivables Corporation, as Depositor, and BANKERS TRUST COMPANY, as trustee
(the "Trustee"), that are allocated to the interest represented by those
Floating Rate Class B Asset Backed Certificates, Series 2000-1 (the "Class B
Certificates") pursuant to the Pooling and Servicing Agreement and the Series
2000-1 Supplement dated as of October 1, 2000 (the "Series Supplement"). The
Pooling and Servicing Agreement dated as of January 1, 1994, as amended by
Amendment Number 1 to Pooling and Servicing Agreement dated as of January 1,
1997, as further amended by Amendment 2 to the Pooling and Servicing Agreement
dated as of October 19, 1999, as further amended by Amendment 3 to the Pooling
ans Servicing Agreement dated as October 19, 1999 and as otherwise from time to
time amended and supplemented, the Variable Funding Supplement dated as of
January 1, 1994 (as amended form time to time, the "Variable Funding
Supplement") and the Series Supplement are herein collectively referred to as
the "Pooling and Servicing Agreement." The corpus of the Trust will include (a)
certain Receivables existing under the Accounts at the close of business on
January 1, 1994 (the "Initial Cut-off Date), certain Receivables generated under
the Accounts from time to time thereafter, as well as certain Receivables
generated in any Accounts added to the Trust from time to time after the Initial
Cut-Off Date, (b) all funds collected or to be collected in respect of such
Receivables, (c) all funds on deposit in certain accounts of the Trust, (d) an
assignment of BCRC's rights, as purchaser, under the Receivables Purchase
Agreement and (e) an assignment of a security interest, if any, in certain
consumer, recreational and commercial products financed by the Receivables
securing the Receivables and any other security interest granted to secure the
Receivables. Prior to the issuance of the Class B Certificates, four Series of
Investor Certificates have been issued pursuant to the Pooling and Servicing
Agreement of which three will be outstanding on the date of issuance of the
Class B Certificates, and, simultaneously with the Class B Certificates, the
Floating Rate Class A Asset Backed Certificates, Series 2000-1 (the "Class A
Certificates") will be issued. Additional Series of Investor Certificates may be
issued in the future. In addition, the Variable Funding Certificate and the BCRC
Certificate have been issued and Supplemental Certificates may be issued in the
future. The Variable Funding Certificate, the BCRC Certificate and any
Supplemental Certificates will represent interests in the Trust Assets not
represented by the Class A Certificates or the Class B Certificates or other
Series of Investor Certificates.
The Receivables consist of advances made directly or indirectly by BCI
or an Affiliate of BCI to finance consumer, recreational and commercial products
for dealers located in the United States and may, subject to the satisfaction of
certain conditions, consist of extensions of credit made by BCI or Affiliates of
BCI to dealers to finance working capital needs or to manufacturers or
distributors to finance the manufacturing, production or inventory of consumer,
recreational or commercial products. Such Receivables may also include financing
arrangements otherwise meeting the description set forth in this paragraph, but
originated by another lender and acquired by BCI or an Affiliate of BCI upon
satisfying BCI's customary underwriting standards.
B-3
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Depositor may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Holder by virtue of the
acceptance hereof assents and is bound. Although a summary of certain provisions
of the Pooling and Servicing Agreement is set forth below, this Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is
made to the Pooling and Servicing Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Pooling and
Servicing Agreement (without schedules) may be requested from the Trustee by
writing to the Trustee at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust & Agency Group, Structured Finance Team. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Pooling and Servicing Agreement.
The Depositor has entered into the Pooling and Servicing Agreement and
the Class A Certificates and the Class B Certificates (collectively, the
"Certificates") have been issued with the intention that the Certificates will
qualify under applicable tax law as indebtedness of the Depositor secured by the
Receivables. The Depositor and each Holder, by the acceptance of its
Certificate, agrees to treat the Certificates as indebtedness of the Depositor
secured by the Receivables for Federal income taxes, state and local income and
franchise taxes and any other taxes imposed or measured by income.
On each Distribution Date, the Trustee shall distribute on behalf of
the Trust to each Holder of record at the close of business on the day preceding
the Distribution Date (each a "Record Date" unless Definitive Certificates have
been issued, in which case Record Date shall be the last day of the month
preceding such Distribution Date) such Holder's pro rata share (based on the
aggregate fractional undivided interest represented by the Class B Certificates
held by such Holder, except as otherwise provided in the Pooling and Servicing
Agreement and provided that payment of the Class B Certificates is subordinate
to payment of the Class A Certificates to the extent provided in the Pooling and
Servicing Agreement) of such amounts on deposit in the Collection Account or the
Series 2000-1 Accounts as are payable in respect of such Class B Certificate
pursuant to the Pooling and Servicing Agreement on such Distribution Date.
Distributions with respect to this Certificate will be made by the Trustee by
wire transfer in immediately available funds (except for the final distribution
in respect of this Certificate). Final payment of this Certificate will be made
only upon presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Certificateholder in accordance with the Pooling and Servicing Agreement.
On any Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 10% or less of the aggregate original principal
amount of the Certificates, the Depositor has the option, subject to the
condition set forth in Section 7.01(c) of the Series Supplement, to purchase the
entire amount of the Certificates. The purchase price will be equal to the
Reassignment Amount (as defined in the Series Supplement).
B-4
This Certificate does not represent an obligation of, or an interest in
BCI, BCRC or any Affiliate of any of them and is not insured or guaranteed by
any governmental agency or instrumentality. This Certificate is limited in right
of payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Pooling and
Servicing Agreement and is limited to the extent, that, under the terms of the
Pooling and Servicing Agreement, the Class B Certificates share in the
distribution of Collections is subordinated to the rights of the holder of the
Class A Certificates.
The Pooling and Servicing Agreement may be amended from time to time in
accordance with the terms thereof.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency of the Transfer
Agent and Registrar in New York City, accompanied by a written instrument of
transfer in form satisfactory to the Trustee or the Transfer Agent and Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized,
and thereupon one or more new Certificate of authorized denominations evidencing
the same aggregate fractional individuated interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class evidencing like aggregate fractional undivided
interests as requested by the Holder surrendering such Certificates. No service
charge may be imposed for any such exchange but the Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Depositor, the Servicer, the Trustee, the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer nor the Trustee, the Transfer Agent and Registrar, nor
any agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Pooling and Servicing Agreement.
B-5
ASSIGNMENT
Social Security or other identifying number of assignee:
----------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
--------------------------------------------------------------------------
-------------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer
said certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Date:
-------------------------- -------------------------------------
Signature Guaranteed:
-------------------------------------
------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in
every particular, without alternation, enlargement or any change whatsoever.
B-6
EXHIBIT C
FORM OF DISTRIBUTION DATE
Distribution Date: , [200 ]
1. Amount of principal paid or distributed:
(a) Class A Certificates: $__________
($_______ per $1,000 original principal
amount of Class A Certificates)
(b) Class B Certificates: $__________
($_______ per $1,000 original principal
amount of Class B Certificates)
2. Floating Allocation Percentage for such
Collection Period:
3. Principal Allocation Percentage for such
Collection Period:
4. Amount of interest paid or distributed:
(a) Class A Certificates: $__________
($_________ per $1,000 original principal
amount of Class A Certificates)
(b) Class B Certificates: $__________
($_________ per $1,000 original principal
amount of Class B Certificates)
5. (a) Series 2000-1 Investor Default
Amount for such Distribution
Date: $____________
6. Required Subordination Draw Amount,
if any, for the preceding Collection
Period (or for such Distribution Date): $__________
C-1
7. Amount of:
(a) Investor Charge-Offs for the
preceding Collection Period: $_________
(b) Reimbursements of Investor
Charge-Offs for the preceding
period: $_________
8. Amount of Class A Carryover Amount
being paid or distributed (if any) and
amount remaining (if any):
(a) Distributed: $_________
($_________ per $1,000 original principal
amount of Class A Certificates)
(b) Balance: $_________
($_________ per $1,000 original principal
amount of Class A Certificates)
9. Amount of Class B Carryover Amount
being paid or distributed (if any) and
amount remaining (if any):
(a) Distributed: $_________
($_________ per $1,000 original principal
amount of Class B Certificates)
(b) Balance: $_________
($_________ per $1,000 original principal
amount of Class B Certificates)
10. Pool Balance at end of related
Collection Period $__________
11. After giving affect to distributions on
this Distribution Date:
(a) Outstanding principal amount of
Class A Certificates: $_________
C-2
(b) Outstanding principal amount of
Class B Certificates: $_________
(c) Certificate Balance: $_________
(d) Pool Factor for Class A
Certificates: __________
(e) Pool Factor for Class B
Certificates: __________
12. Applicable Interest Rate:
(a) In general:
(1) LIBOR for the period
from the previous
Distribution Date to this
Distribution Date was
___%; and :
(2) the Net Receivables Rate
was ___%
(b) Class A Rate: LIBOR plus 0.17%
(c) Class B Rate: LIBOR plus 0.48%
13. (a) Amount of Monthly Servicing Fee
for the preceding Collection
Period: $__________
($_________ per $1,000 original principal
amount of Certificates)
(b) Series 2000-1 Excess Servicing
Fee being distributed and
remaining balance (if any):
(1) Distributed: $__________
($_________ per $1,000 original principal
amount of Certificates)
(2) Balance: $__________
($_________ per $1,000 original principal
amount of Certificates)
C-3
14. Invested Amount on this Distribution
Date (after giving effect to all
distributions which will occur on such
Distribution Date): $__________
15. The Available Subordinated Amount
On the immediately preceding
Distribution Date: $__________
On this Distribution Date: $__________
16. The Incremental Subordinated Amount
on the immediately preceding
Determination Date: $__________
On this Distribution Date: $__________
17. The Reserve Fund Balance for this
Distribution Date: $__________
18. The Excess Funding Account Balance
for this Distribution Date: $__________
19. Amount in the Excess Funding Account
at the beginning of an Early
Amortization Period or Initial
Amortization Period to be distributed as
a payment of principal in respect to:
(a) Class A Certificates: $__________
(b) Class B Certificates (only if Class
A Certificates have been paid in
full): $__________
20. The minimum Collection Account
balance with respect to this Distribution
Date: $__________
C-4
Series 1997-1 Interest Payments on
Class A Certificates: $__________
Series 1997-1 Interest Payments on
Class B Certificates: $__________
Series 1997-1 Investor Defaults (to be
remitted to BCI): $__________
Series 1996-1 Servicer Advances (to be
remitted to BCI): $__________
Series 1996-1 Investor Defaults (to be
remitted to BCI): $__________
Series 1997-2 Servicer Advances (to be
remitted to BCI): $__________
Series 1997-2 Investor Defaults (to be
remitted to BCI): $__________
Series 1997-2 Fees (to be remitted to
ABN): $__________
Series 2000-1 Interest Payments on
Class A Certificates: $__________
Series 2000-1 Interest Payments on
Class B Certificates: $__________
Series 2000-1 Investor Defaults (to be
remitted to BCI): $__________
Collection Account Investment
Proceeds (to be remitted to BCI): $__________
Series 1997-1 Reserve Fund Investment
Proceeds (to be remitted to BCI): $__________
Series 1996-1 Reserve Fund Investment
Proceeds (to be remitted to BCI): $__________
Series 1997-2 Reserve Fund Investment
Proceeds (to be remitted to BCI): $__________
Series 2000-1 Reserve Fund Investment
Proceeds (to be remitted to BCI): $__________
Series 1997-1 Excess Fund Account
Investment Proceeds (to be remitted to
BCI): $__________
C-5
Series 1996-1 Excess Fund Account
Investment Proceeds (to be remitted to
BCI): $__________
Series 1997-2 Excess Fund Account
Investment Proceeds (to be remitted to
BCI): $__________
Series 2000-1 Excess Fund Account
Investment Proceeds (to be remitted to
BCI): $__________
21. An Early Amortization Event has
occurred: Yes/No
22. The Servicer has elected not to extend
the Initial Principal Payment Date: Yes/No
23. The ratio (expressed as a percentage) of
(x) the average for each month of the
net losses on the Receivables in the Pool
during any 3 consecutive calendar
months to (y) the average of the month-
end Pool Balances for such three-month
period is: ___%
24. Three-Month Payment Rate for the
three (3) most recent Collection Periods: ___%
A Three-Month Payment Rate Trigger
has occurred: Yes/No
25. Receivables Rate: ___%
26. Inventory Aging of the Eligible Pool
Balance as of the end of the Collection
Period:
0-120 days ___%
C-6
121-179 days ___%
180-269 days ___%
270-359 days ___%
360-479 days ___%
480+ ___%
27. Optional removal of Receivables aged
greater than 450 days during the related
Collection Period
28. Eligible Investments on deposit in the
Excess Funding Account and amounts
on deposit in the Excess Funding
Accounts for all other Series at the end
of the Interest Period as a percentage of
the assets of the Trust: ___%
Has an asset composition Event
Occurred: Yes/No
29. Amount of 491 Day Aged Receivables
made Ineligible during Collection
Period: $__________
Cumulative amount of 491 Day Aged
Receivables made Ineligible from: $__________
Aged Ineligibles: $__________
Optional Removals: $__________
Put Limit:
June 1, 2000 to September 30,
2000: $__________
Has an Early Amortization Event
Occurred: Yes/No
C-7
30. Principal Amount of Receivables
subject to a Participation Interest at end
of Collection Period: $__________
31. Product Line Breakdown
Bombardier: ___%
Marine: ___%
Recreational Vehicles: ___%
CEA/Other: ___%
Manufactured Housing: ___%
Lawn & Garden Total: ___%
32. Overconcentration Amounts: __________
Designated Manufacturer
Concentration: __________
Industry Overconcentrations: __________
Dealer Overconcentrations: __________
Manufacturer Overconcentrations: __________
Total Overconcentration Amounts: __________
33. (a) BRMT I Defaulted Amount for
Collection Period: $__________
(b) BRMT I Non-Principal
Collections Collection Period: $__________
(c) BRMT I Principal Collections
Collection Period: $__________
(d) BRMT I Recovery Amount for
Collection Period: $__________
C-8
34. Total Defaulted Amount at end of
Collection Period relating to non
payment of at least $150 of interest due
more than 90 days: $__________
35. Amount of Receivable purchased by the
trust at a discount during Collection
Period: $__________
36. Has an automatic Addition of Accounts
Occurred: Yes/No
37. Pool data on Receivables added as
Automatic Account Additions:
C-9
SCHEDULE 1
Name of Series Depository Institution
2000-1 Account and Account No.
-------------- -----------------------
Collection Account Bankers Trust Company/11501
Excess Funding Account Bankers Trust Company/30639
Reserve Fund Bankers Trust Company/30638
Principal Account Bankers Trust Company/30640
