Exhibit 4.5
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BOMBARDIER CREDIT RECEIVABLES CORPORATION,
Depositor,
BOMBARDIER CAPITAL INC.,
Servicer,
and
_____________________,
Trustee
__________________________________
SERIES 2002-1 SUPPLEMENT
Dated as of May [ ], 2002
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
__________________________________
BOMBARDIER RECEIVABLES MASTER TRUST I
SERIES 2002-1
$[ ] Class A Certificates
$[ ] Class B Certificates
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series 2002-1 Certificates
SECTION 1.01. Designation...................................................1
ARTICLE II
Definitions and Interpretive Provisions
SECTION 2.01. Definitions...................................................1
SECTION 2.02. Interpretive Provisions......................................14
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation.......................................14
ARTICLE IV
Rights of Certificateholders and Allocation and Application of Collections
SECTION 4.01. Collections and Allocations for Series 2002-1................15
SECTION 4.02. Monthly Interest.............................................17
SECTION 4.03. Determination of Monthly Principal...........................19
SECTION 4.04. Establishment of Reserve Fund, Excess Funding Account and
Principal Account..........................................19
SECTION 4.05. Deficiency Amount............................................21
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal
Collections..................................................21
SECTION 4.07. Application of Reserve Fund and Available Subordinated
Amount.......................................................24
SECTION 4.08. Investor Charge-Offs.........................................25
SECTION 4.09. Excess Servicing.............................................25
SECTION 4.10. Principal Collections........................................26
SECTION 4.11. Excess Funding Account.......................................26
ARTICLE V
Distributions and Reports to Series 2002-1 Certificateholders
SECTION 5.01. Distributions................................................28
SECTION 5.02. Reports and Statements to Certificateholders.................28
i
ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events.........................28
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase..........................................30
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................................................30
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02
of the Agreement.............................................31
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement....................................32
SECTION 9.02. Counterparts.................................................32
SECTION 9.03. GOVERNING LAW................................................32
SECTION 9.04. Covenant.....................................................32
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 2002-1 Accounts
ii
SERIES 2002-1 SUPPLEMENT dated as of May [ ], 2002 (the
"Series Supplement"), among BOMBARDIER CREDIT RECEIVABLES CORPORATION, a
Delaware corporation, as Depositor, BOMBARDIER CAPITAL INC., a Massachusetts
corporation, as Servicer, and _____________________, 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 2002-1 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 2002-1 Certificates." The Series 2002-1
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 [ ] 2003 Monthly Period, if the Accumulation Period Length is four
months, the first day of the [ ] Monthly Period, if the Accumulation Period
Length is three months, the first day of the [ ] Monthly Period, if the
Accumulation Period Length is two months and the first day of the [ ] 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 [ ] and determined again on the first Business Day of [ ] and on
the first Business Day of [ ]; 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) the Initial Principal
Amount, 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 [ ] 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 [ ] it equals 4.0, will be fixed at 3.0 if, as
calculated on the first Business Day of [ ], 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 [ ] 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
[ ].
"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 2002-1 Allocation Percentage" for a
Collection Period shall mean the percentage derived from the fraction the
numerator of which is the Invested Amount on the last Business Day preceding
such Collection Period and the denominator of which is the sum of the Pool
Invested Amount and the Variable Funding Amount on the last Business Day
preceding such Collection Period.
"Adjustment Date" shall mean the second London Business Day
preceding the first day of the related Interest Period.
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"Allocable Miscellaneous Payments" shall mean, with respect
to any Distribution Date, the product of (a) the Series 2002-1 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 2002-1 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 2002-1 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 2002-1 Termination Date, any funds in the
Reserve Fund after giving effect to Section 4.07 hereof;
provided, however, that in the case of clause (a), if for any date the sum of
the Floating Allocation Percentage (if the Revolving Period is in effect), the
Principal Allocation Percentage (if the Early Amortization Period or the
Controlled Accumulation Period is in effect), the floating allocation
percentages for all other outstanding Series of Investor Certificates in their
revolving periods and the principal allocation percentages for all other
outstanding Series of Certificates in their early amortization or amortization
periods exceeds 100%, then Principal Collections shall be allocated among such
Series (including the Certificates) pro rata on the basis of such floating
allocation percentages and principal allocation percentages.
"Available Retained Collections" shall mean, with respect to
any Deposit Date, the sum of (a) the Available Retained Non-Principal
Collections for such Deposit Date and (b) the Available Retained Principal
Collections for such Deposit Date; provided, however, that the Available
Retained Collections shall be zero for any Collection Period with 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
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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 2002-1
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
2002-1 Available Retained
Collections), minus
(C) an amount equal to the Defaulted
Amount for the immediately
preceding Collection Period
multiplied by a fraction, the
numerator of which is the
Available Subordinated Amount as
of the close of business on the
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
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Supplemental Certificate(s) pursuant
to Section 4.09(c) hereof on the preceding
Distribution Date, minus
(E) the Incremental Subordinated
Amount for the second preceding
Distribution Date, or if such date
of determination is a Distribution
Date, the preceding Distribution
Date, plus
(F) the Incremental Subordinated
Amount for the immediately
preceding Distribution Date, or if
such date of determination is a
Distribution Date, such
Distribution Date, plus
(G) the Subordinated Percentage
multiplied by the aggregate amount
of any increases in the Invested
Amount resulting from any
withdrawals from the Excess
Funding Account since the
preceding Distribution Date; and
(y) the Required Subordinated Amount for such date of
determination; plus
(ii) the amount of any optional increase in the Available
Subordinated Amount exercised by the Holder of the
BCRC Certificate pursuant to Section 4.07(b) hereof;
provided, however, that if the Required Subordination Draw Amount exceeds
Available Retained Collections for any Distribution Date, the Available
Subordinated Amount shall be further reduced by an amount equal to the sum of
(A) the amount of such excess (but not by more than the Investor Default
Amount for such Distribution Date) and (B) the amount of unpaid Adjustment
Payments allocated to the Certificates as described in Section 4.05(a)(vi)
hereof.
"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Depositor which is reasonably acceptable to
the Trustee.
"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.
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"Class A Certificate" shall mean any one of the certificates
executed and authenticated by the Trustee, substantially in the form of
Exhibit A hereto.
"Class A Certificate Rate" shall mean, with respect to any
Interest Period, the lesser of (a) the sum of (i) LIBOR and (ii) [ ]% per
annum and (b) the Net Receivables Rate for the Adjustment Date immediately
preceding such Interest Period.
"Class A Expected Final Payment Date" shall mean the [ ]
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.
"Class B Certificate Rate" shall mean, with respect to any
Interest Period, the lesser of (a) the sum of (i) LIBOR and (ii) [ ]% per
annum and (b) the Net Receivables Rate for the Adjustment Date immediately
preceding such Interest Period.
"Class B Expected Payment Date" shall mean the [ ]
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 May [ ], 2002.
"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.
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"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 2002-1
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 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 2002-1 Required Balance and the denominator of which is the
aggregate of the required balances (including the Series 2002-1 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.
7
"Excess Funding Account" shall have the meaning specified in
Section 4.04(b)(i) hereof.
"Excess Principal Collections" for all Series other than
Series 2002-1, shall have the meanings specified in the Supplements for such
Series and for Series 2002-1, 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.
"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:
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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 $[ ].
"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.
"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 2002-1 Accounts,
together with an amount equal to the Series 2002-1 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
9
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 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.
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"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%.
"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
11
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.
"Required Investor Percentage" shall mean, with respect to
the Certificates, 104%; provided, however, that the Depositor may adjust the
Required Investor Percentage without the consent of the Certificateholders and
such adjustment shall not be deemed an amendment of the terms hereof, but
shall be an adjustment in accordance with the terms hereof if, prior to each
adjustment, the Rating Agency Condition is satisfied.
"Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount for the immediately preceding Distribution Date or, if such date of
determination is a Distribution Date, for such date; provided, however, that
for any date prior to the end of the Revolving Period, the Required
Subordinated Amount shall in no event be less than an amount equal to the sum
of (x) [3.75]% of the Initial Principal Amount of the Certificates and (y) the
Incremental Subordinated Amount for the immediately preceding Distribution
Date or, if such date of determination is a Distribution Date, for such date;
provided further, that upon the commencement of Controlled Accumulation Period
or if an Early Amortization Event occurs, the Required Subordinated Amount for
each date of determination thereafter shall equal the Required Subordinated
Amount as of the close of business on the day preceding the first day of the
Controlled Accumulation Period or the day on which such Early Amortization
Event occurs. On the Closing Date, the Required Subordinated Amount shall be
$[ ].
"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05 hereof.
"Reserve Fund" shall have the meaning specified in Section
4.04(a)(i) hereof.
"Reserve Fund Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which (i) the Reserve Fund
Required Amount for such Distribution Date exceeds (ii) the amount of funds on
deposit in the Reserve Fund after giving effect to any withdrawals therefrom
on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) [0.50]% and (b)
the outstanding principal balance of the Certificates for such Distribution
Date (after giving effect to any reduction thereof on such Distribution Date).
"Retained Percentage" shall have the meaning assigned in the
Agreement.
"Revolving Period" shall mean the period beginning at the
opening of business on the Series Cut-Off Date and ending on the earlier of
(a) the last day of the Collection Period
12
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.
"Series Cut-Off Date" shall mean [May __, 2002].
"Series Issuance Date" shall mean, for Series 2002-1, the
Closing Date.
"Series 2002-1 Accounts" shall have the meaning specified in
Section 4.04(d)(i) hereof.
"Series 2002-1 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 2002-1 Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series 2002-1 pursuant to
Section 4.10 hereof.
"Series 2002-1 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 2002-1 Principal Shortfall" shall have the meaning
specified in Section 4.10 hereof.
"Series 2002-1 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 2002-1 Termination Date" shall mean the [ ]
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).
13
"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 2002-1.
"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 2002-1 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 2002-1 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 2002-1 Termination Date and the
first Distribution Date on which the Invested Amount is zero. An 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
14
shall be equal to $0 and with respect to the second Distribution Date, the
Monthly Servicing Fee shall be equal to $[ ]. A portion of the Monthly
Servicing Fee (the "Net Servicing Fee") will be payable in the priority set
forth in Section 4.06(a) and, on each such Distribution Date shall be an
amount equal to one-twelfth of the product of (a) the Net Servicing Fee Rate
and (b) the Invested Amount as of the last day of the Collection Period second
preceding such Distribution Date; provided, however, that with respect to the
first Distribution Date, the Net Servicing Fee shall be $0 and with respect to
the second Distribution Date, the Net Servicing Fee shall be $[ ]. The
remaining portion of the Servicing Fee not allocable to the Certificates shall
be paid by the Holder of the BCRC Certificate, the Holder(s) of any
Supplemental Certificates(s), the Holder of the Variable Funding Certificate
and the Holders of other outstanding Series of Investor Certificates, and in
no event shall the Trust, the Trustee or the Holders of the Certificates be
liable for any such remaining portion. The Monthly Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee for any Distribution Date by written notice
given to the Trustee at least two Business Days prior to such Distribution
Date; provided, however, that the Servicer believes that sufficient
Non-Principal Collections will be available on any future Distribution Date to
pay the Monthly Servicing Fee relating to the amount thereof so waived. If the
Servicer so waives the Monthly Servicing Fee for any Distribution Date, the
Monthly Servicing Fee (including the Net Servicing Fee) for such Distribution
Date shall be deemed to be zero for all purposes of this Series Supplement and
the Agreement; and provided further, that such Monthly Servicing Fee shall be
paid on a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.09(b) hereof.
ARTICLE IV
Rights of Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Collections and Allocations for Series 2002-1.
(a) Allocations of Non-Principal Collections and Series
2002-1 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 2002-1
an amount equal to the sum of (1) the product of (x) the Floating
Allocation Percentage for such Deposit Date and (y) the aggregate
amount of Non-Principal Collections on such Deposit Date and (2)
the Series 2002-1 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
15
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 2002-1 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 2002-1
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 2002-1 and deposit and retain in the Collection Account an
amount equal to the Daily Principal Allocation (which, during the
Controlled Accumulation Period, shall be an amount equal to the
product of (x) the Principal Allocation Percentage for such
Deposit Date 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
16
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 2002-1 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 2002-1, 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
2002-1 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 2002-1 Available Retained Collections pursuant to Section 4.07.
The withdrawals to be made from the Collection Account
pursuant to this Section 4.01 do not apply to deposits into the Collection
Account that do not represent Collections, including Miscellaneous Payments,
payment of the purchase price for the Certificates pursuant to Section 2.03 of
the Agreement, payment of the purchase price for the 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
17
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 $[ ].
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 $[ ].
Two Business Days prior to each Distribution Date, the
Servicer shall determine and notify the Trustee in the Distribution Date
Statement of the excess, if any, of (x) the sum of the Class B Monthly
Interest for the Interest Period applicable to such Distribution Date plus the
amount, if any, of the Class B Interest Shortfall which was due but not paid
on the prior Distribution Date over (y) the amount which will be available to
be distributed with respect to the Class B Certificates on such Distribution
Date in respect thereof 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.
18
(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 2002-1" and shall bear a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders.
(ii) At the written direction of the Servicer, funds on
deposit in the Reserve Fund shall be invested by the Trustee in
Eligible Investments selected by the Servicer that will mature so
that such funds will be available at the close of business on or
before the Business Day next preceding the following Distribution
Date. All Eligible Investments shall be held in the Reserve Fund for
the benefit of the Certificateholders. On each Distribution Date, all
interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Reserve Fund received prior to
such Distribution Date shall be applied as set forth in Section
4.06(a) hereof. Funds deposited in the Reserve Fund on a Business Day
(which immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.
On the Closing Date, the Depositor will cause to be deposited into
the Reserve Fund an amount equal to $[ ].
(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
2002-1" 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.
19
(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 2002-1"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 2002-1 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 2002-1 Accounts and in all proceeds thereof. The
Series 2002-1 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 2002-1 Accounts ceases to be an Eligible Deposit Account, the Trustee
(or the Servicer on its behalf) shall within ten (10) Business Days (or such
longer period, not to exceed thirty (30) calendar days, as to which each
Rating Agency may consent) establish a new Series 2002-1 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 2002-1 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 2002-1 Account, except as
expressly provided herein. Schedule I hereto, which is hereby incorporated
into and made part of this Series Supplement, identifies each Series 2002-1
Account by setting forth the Eligible Institution with which the Series 2002-1
Account is established, the account number of each such account and the
account designation of each such account. If a substitute Series 2002-1
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 2002-1 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
20
from the Series 2002-1 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 2002-1 Investor Allocation Percentage of the
amount of any Adjustment Payment required to be deposited in the
Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so
deposited as of such Determination Date,
exceeds, (b) the sum of:
(i) Investor Non-Principal Collections plus any Investment
Proceeds with respect to such Distribution Date, and
(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:
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(i) first, an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly
Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date, plus, but only to
the extent permitted under applicable law, the amount of any Class A
Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date, shall be distributed
to the Class A Certificateholders;
(ii) second, an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly
Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date, plus, but only to
the extent permitted under applicable law, the amount of any Class B
Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date, shall be distributed
to the Class B Certificateholders;
(iii) third, an amount equal to the Net Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit
Amount, if any, for such Distribution Date shall be deposited in the
Reserve Fund;
(v) fifth, an amount equal to the Investor Default Amount,
if any, for such Distribution Date shall be treated as a portion of
Available Investor Principal Collections for such Distribution Date
and distributed as provided in Section 4.06(b), 4.06(c), or 4.06(d)
below, as applicable;
(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
22
accordance with the written directions of the Servicer, first, to make a
deposit into the Excess Funding Account in an amount equal to the Excess
Funded Amount as of the close of business on the preceding Business Day minus
the amount then on deposit in the Excess Funding Account, and second, an
amount equal to the balance (such balance being part of "Excess Principal
Collections"), if any, of such Available Investor Principal Collections shall
be applied in accordance with Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to an Early
Amortization Period, an amount equal to Available Investor Principal
Collections for such Distribution Date shall be distributed in the following
order of priority:
(i) first, an amount equal to the Monthly Principal for such
Distribution Date will be distributed first to the holders of the
Class A Certificates until the principal amount thereof is reduced to
zero, and then to the holders of the Class B Certificates until the
principal amount thereof is reduced to zero; and
(ii) second, an amount equal to the balance (such balance
being part of "Excess Principal Collections"), if any, of such
Available Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement.
(d) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to Available Investor Principal
Collections for such Distribution Date shall be distributed in the following
order of priority:
(i) on each Distribution Date prior to the Class A Expected
Final Payment Date:
(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
23
Available Investor Principal Collections for
such date (after giving effect to any portion thereof
distributable to the Class A Certificates pursuant to clause
(A) above); and
(C) third, an amount equal to the balance of such
Available Investor Principal Collections, if any, after
giving effect to any portion thereof distributable to the
Class A Certificates and the Class B Certificates pursuant
to clauses (A) and (B) above (such balance being part of
"Excess Principal Collections"), shall be applied in
accordance with Section 4.04 of the Agreement.
(e) The distributions to be made pursuant to this Section
4.06 are subject to the provisions of Section 2.03, Section 9.02, Section
10.01 and Section 12.02 of the Agreement and Section 8.01 and Section 8.02 of
this Series Supplement.
SECTION 4.07. Application of Reserve Fund and Available
Subordinated Amount.
(a) If the Investor Non-Principal Collections and Investment
Proceeds on any Distribution Date are not sufficient to make the entire
distributions required on such Distribution Date by clauses (i), (ii), (iii)
and (v) of Section 4.06(a) hereof, the Servicer shall by written instruction
cause the Trustee to withdraw funds from the Reserve Fund to the extent
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 2002-1 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 2002-1 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
24
2002-1 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 2002-1 Termination Date, any funds in the
Reserve Fund will be treated as Available Investor Principal Collections for
the Distribution Date occurring on the Series 2002-1 Termination Date. Upon
payment in full of the outstanding principal balance of the Certificates, any
funds remaining on deposit in the Reserve Fund shall be paid (or made
available) to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage
interests thereof.
(d) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Section 4.01(c),
Section 4.04 and Section 4.06(a) hereof and subsection (a) of this Section
4.07, the amount in the Reserve Fund is less than the Excess Reserve Fund
Required Amount for such Distribution Date, the Trustee shall deposit any
remaining Series 2002-1 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 2002-1 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)
25
hereof) shall be treated as a portion of Available Investor Principal
Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of
any Monthly Servicing Fees which have been previously waived pursuant to
Section 3.01 hereof and which have not been previously paid pursuant to this
Section 4.09(b) shall be distributed to the Servicer; and
(c) the balance, if any, shall be distributed (or otherwise
made available) to the Holder(s) of the BCRC Certificate and any Supplemental
Certificate(s), pro rata in accordance with the respective percentage
interests thereof.
SECTION 4.10. Principal Collections.
(a) The "Series 2002-1 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 2002-1 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 2002-1 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 2002-1 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)
26
for all other outstanding Series that provide for an excess funding account or
similar arrangement and are in their revolving periods or, if applicable,
their amortization or accumulation periods shall be increased such that, after
giving effect to such increases, the Required Pool Balance is equal to the
Pool Balance. On each such Business Day the Servicer shall notify the Trustee
in writing of the amount, if any, of such increase in the Adjusted Invested
Amount and the Trustee shall withdraw from the Excess Funding Account and pay
(or otherwise make available) to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s), pro rata in accordance with the respective
percentage interests thereof, or allocate to one or more other Series which
are in amortization, early amortization or accumulation periods, on such
Business Day, an amount equal to the amount of such increase in the Adjusted
Invested Amount. Such payment to the Holder(s) of the BCRC Certificate and any
Supplemental Certificate(s) shall be in payment or partial payment pursuant to
the Receivables Purchase Agreement for additional Principal Receivables
transferred to the Trust or allocated to the Certificates. To the extent that
the Adjusted Invested Amount is increased 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).
27
ARTICLE V
Distributions and Reports to
Series 2002-1 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, 2003, the Trustee shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Certificateholder, together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code and such
other customary information as is necessary to enable the Certificateholders
to prepare their tax returns. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect. In addition, the Trustee shall
from time to time furnish to each Certificateholder information furnished by
the Servicer regarding material changes in the servicing or crediting
procedures required under this Agreement.
ARTICLE VI
Early Amortization Events
SECTION 6.01. Additional Early Amortization Events. The
occurrence of any of the following events shall, immediately upon the
occurrence thereof without notice or other action on the part of the Trustee
or the Holders of the Certificates, be deemed to be an "Early Amortization
Event" solely with respect to the Certificates:
28
(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 [ ] Distribution Date; or
(h) the sum of all Eligible Investments and amounts on
deposit in the Excess Funding Account and excess funding accounts for all
other Series represents more than 50% of the total assets of the Trust on each
of six or more consecutive Distribution Dates, after giving effect to all
payments made or to be made on such Distribution Dates; and
(i) during any four-month period commencing June 1, October
1 and February 1 of each year (each, an "Origination Period"), more than 10%
of the aggregate principal amount of Domestic Inventory Receivables that were
originated and transferred to the trust during the four-month period
commencing sixteen months prior to such Origination Period and are then owned
by the Trust have not been paid in full within 491 days following the date of
origination thereof.
29
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.
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 2002-1 Certificates or
any Termination Proceeds allocable to the Series 2002-1 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)
30
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 2002-1 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 2002-1 Certificates and all other
amounts on deposit therein shall be distributed in full on the Certificates
(up to the remaining outstanding principal amount thereof together with all
accrued and unpaid interest thereon) on such date and any distribution made
pursuant to paragraph (b) above shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement with respect to the Certificates.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Trust Liquidation Proceeds
are deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee at the written direction of the Servicer shall first
(in each case, after giving effect to any deposits and distributions otherwise
to be made on such Distribution Date) deduct an amount equal to the Invested
Amount on such Distribution Date from the portion of the Trust Liquidation
Proceeds allocated to the Series 2002-1 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 2002-1 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 2002-1 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 2002-1 Allocation Percentage. The
remainder of the portion of the Trust Liquidation Proceeds
31
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 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.
32
IN WITNESS WHEREOF, the Depositor, the Servicer and the
Trustee have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION, as Depositor,
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
BOMBARDIER CAPITAL INC.,
as Servicer,
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
_____________________,
as Trustee,
By: _______________________________
Name:
Title:
[Signature Page to Series 2002-1 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: $[ ]
Certificate No. A-1 CUSIP No. [ ]
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 2002-1
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 "Certificate") does not
represent any interest in, or obligation of, Bombardier Credit Receivables
Corporation ("BCRC") or any Affiliate thereof.
A-1
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: May [ ], 2002
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 _____________________, as
trustee (the "Trustee"), that are allocated to the interest represented by
those Floating Rate Class A Asset Backed Certificates, Series 2002-1 (the
"Class A Certificates") pursuant to the Pooling and Servicing Agreement and
the Series 2002-1 Supplement dated as of May 1, 2002 (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 of 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 from 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 2002-1 (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.
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.
A-3
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 ββββββ ββββββ, βββ ββββ, βββ ββββ βββββ,
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 2002-1 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).
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.
A-4
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: $[ ]
Certificate No. B-1 CUSIP No. [ ]
BOMBARDIER RECEIVABLES MASTER TRUST
SERIES 2002-1
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 "Certificate") does not
represent any interest in, or obligation of, Bombardier Credit Receivables
Corporation ("BCRC") or any Affiliate thereof.
B-1
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: May [ ], 2002
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 2002-1 (the
"Class B Certificates") pursuant to the Pooling and Servicing Agreement and
the Series 2002-1 Supplement dated as of May 1, 2002 (the "Series
Supplement"). The Pooling and Servicing Agreement dated as of January 1, 1994,
as amended by Amendment Number 1 to the 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 of 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 from 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 2002-1 (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.
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.
B-3
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 ββββββ ββββββ, βββ ββββ, βββ ββββ βββββ,
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 2002-1 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).
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
B-4
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 Certificates 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 2002-1 Investor Default Amount for
such Distribution
Date: $_________
6. Required Subordination Draw Amount, if any, for the
preceding Collection Period (or for such
Distribution Date): $_________
7. Amount of:
(a) Investor Charge-Offs for the preceding
Collection Period: $_________
C-1
(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 effect to distributions on this
Distribution Date:
(a) Outstanding principal amount of Class A
Certificates: $_________
(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: __________
C-2
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 [ ]%
(c) Class B Rate: LIBOR plus [ ]%
13. (a) Amount of Monthly Servicing Fee for the
preceding Collection
Period: $_________
($______ per $1,000 original principal
amount of Certificates)
(b) Series 2002-1 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)
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: $_________
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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: $_________
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 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): $_________
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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): $_________
Series 2002-1 Interest Payments on Class A
Certificates: $_________
Series 2002-1 Interest Payments on Class B
Certificates: $_________
Series 2002-1 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 2002-1 Reserve Fund Investment
Proceeds (to be remitted to BCI): $_________
Series 1997-1 Excess Fund Account Investment
Proceeds (to be remitted to BCI): $
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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): $_________
Series 2002-1 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 ___%
121-179 days ___%
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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
30. Principal Amount of Receivables subject
to a Participation Interest at end of
Collection Period: $
31. Product Line Breakdown
Bombardier: ___%
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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: $_________
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
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37. Pool data on Receivables added as Automatic
Account Additions:
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SCHEDULE 1
Name of Series Depository Institution
2002-1 Account and Account No.
----------------- -----------------------
Collection Account Bankers Trust Company/[ ]
Excess Funding Account Bankers Trust Company/[ ]
Reserve Fund Bankers Trust Company/[ ]
Principal Account Bankers Trust Company/[ ]