Exhibit 4.2
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SERIES 2000-1 SUPPLEMENT
Dated as of August [_], 2000
to
INDENTURE
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
as Issuer,
VW CREDIT, INC.
as Servicer,
and
BANK ONE, NATIONAL ASSOCIATION
as Indenture Trustee
_________________________________
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
SERIES 2000-1 NOTES
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THIS SERIES SUPPLEMENT, dated as of August [ ], 2000 (as amended,
supplemented or otherwise modified, this "Series Supplement") to the Indenture
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dated as of August [ ], 2000 (as amended, supplemented or otherwise modified,
the "Indenture"), among Volkswagen Credit Auto Master Owner Trust (the "Issuer"
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or the "Trust"), VW Credit, Inc. (the "Servicer") and Bank One, National
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Association, as Indenture Trustee (as indenture trustee and not in its
individual capacity, the "Indenture Trustee").
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Section 2.1 of the Indenture provides that the Issuer may from time to
time issue one or more new Series of Notes. The Principal Terms of any new
Series of Notes are to be set forth in a Series Supplement. Pursuant to this
Series Supplement, the Issuer and the Indenture Trustee shall create the Series
2000-1 Notes and specify the Principal Terms thereof. The Servicer is
acknowledging this Series Supplement to agree to the terms hereof applicable to
the Servicer.
ARTICLE I
Creation of the Series 2000-1 Notes
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Section 1.01 Designation.
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(a) There is hereby created a Series of Notes to be issued pursuant to
the Indenture and this Series Supplement to be known as the "Series 2000-1
Floating Rate Dealer Loan Backed Notes" (the "Series 2000-1 Notes").
(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
Indenture, the terms and provisions of this Series Supplement shall govern.
(c) The Issuer shall issue and the Indenture Trustee shall authenticate
and deliver to the Issuer the Series 2000-1 Notes in the initial aggregate
principal amount of $500,000,000.
ARTICLE II
Definitions
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Section 2.01 Definitions. (a) Whenever used in this Series
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Supplement the following words and phrases shall have the following meanings.
"Accumulation Period" means a period beginning at the close of business
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on the Accumulation Period Commencement Date and ending on the close of business
of the earliest of (a) the date an Early Amortization Period commences and (b)
the date the outstanding principal amount of the Series 2000-1 Notes is paid in
full.
"Accumulation Period Commencement Date" shall mean the first day of the
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Collection Period when the number of full Collection Periods remaining until the
Expected Principal Payment Date first equals the Accumulation Period Length
adjusted pursuant to Section 4.12; provided, however, that, if at any time after
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the [ ] Payment Date, any other outstanding Series (other than any Excluded
Series) shall have entered into an early amortization period, the Accumulation
Period Commencement Date shall be the earlier of (i) the date that such
outstanding Series shall have entered into its early amortization period and
(ii) the Accumulation Period Commencement Date as previously determined.
"Accumulation Period Length" shall mean, on any Payment Date, a period
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calculated as of the [ ] Payment Date and each Payment Date thereafter that
occurs prior to the Accumulation Period Commencement Date, as the lesser of (i)
the number of full Collection Periods between such Payment Date and the Expected
Principal Payment Date and (ii) the product, rounded upwards to the nearest
integer not greater than four, of (a) one divided by the lowest Monthly Payment
Rate during the last 12 months and (b) a fraction, the numerator of which is the
sum of (i) the Invested Amount as of such Payment Date (after giving effect to
all changes therein on such Payment Date) and (ii) the invested amounts of all
other Series (other than any Excluded Series) currently in their amortization or
accumulation periods or expected to be in their amortization periods by the
Expected Principal Payment Date as of such Payment Date (after giving effect to
all changes therein on such date) and the denominator of which is the sum of (x)
such Invested Amount and (y) the Invested Amounts as of such Payment Date (after
giving effect to all changes therein on such date) of all other outstanding
Series (other than any Excluded Series) which are scheduled to be outstanding on
the Expected Principal Payment Date.
"Additional Carryover Amount" shall have the meaning specified in
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Section 4.02(b).
"Additional Interest" shall have the meaning specified in Section
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4.02(a).
"Additional Noteholder Collections" shall mean, with respect to any
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Deposit Date, the sum of (a) the Additional Noteholder Non-Principal Collections
for such Deposit Date and (b) the Additional Noteholder Principal Collections
for such Deposit Date; provided, however, that the Additional Noteholder
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Collections shall be zero for any Collection Period with respect to which the
Series 2000-1 Available Subordinated Amount is zero on the Determination Date
immediately following the end of such Collection Period.
"Additional Noteholder Non-Principal Collections" shall mean, for any
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Deposit Date an amount equal to the product of (x) the excess of (i) the
Residual Interestholder's Percentage for the related Collection Period over (ii)
the Excess Residual Interestholder's Percentage for the related Collection
Period, and (y) the Allocable Non-Principal Collections for such Deposit Date.
"Additional Noteholder Principal Collections" shall mean, for any
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Deposit Date an amount equal to the product of (x) the excess of (i) the
Residual Interestholder's Percentage for
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the related Collection Period over (ii) the Excess Residual Interestholder's
Percentage for the related Collection Period, and (y) the Allocable Principal
Collections for such Deposit Date.
"Adjustment Date" shall mean the second London Business Day preceding
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the first day of each Interest Period.
"Agreement" shall mean the Trust Sale and Servicing Agreement among VW
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Credit, Inc., as Servicer, Volkswagen Dealer Finance, LLC, as Transferor, and
Volkswagen Credit Auto Master Owner Trust, the Trust, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time.
"Allocable Defaulted Amount" shall mean, with respect to any Collection
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Period, the product of (a) the Series 2000-1 Allocation Percentage with respect
to such Collection Period and (b) the Defaulted Amount with respect to such
Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to any
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Deposit Date, the product of (a) the Series 2000-1 Allocation Percentage for the
related Collection Period and (b) the aggregate amount of Non-Principal
Collections for such Deposit Date.
"Allocable Miscellaneous Payments" shall mean, with respect to any
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Payment Date, the product of (a) the Series 2000-1 Allocation Percentage for
such Collection Period and (b) Miscellaneous Payments with respect to the
related Collection Period.
"Allocable Principal Collections" shall mean, with respect to any
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Deposit Date, the product of (a) the Series 2000-1 Allocation Percentage for the
related Collection Period and (b) the aggregate amount of Principal Collections
relating to such Deposit Date.
"Assets Receivables Rate", shall mean, with respect to any Interest
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Period, an amount equal to the product of (a) the quotient obtained by dividing
(i) 360 by (ii) the actual number of days elapsed in such Interest Period and
(b) a percentage, expressed as a fraction, (i) the numerator of which is the sum
of (A) the product of (a) the Floating Allocation Percentage of the Series
Allocation Percentage and (b) all interest amounts that have been billed to the
Dealers for the outstanding Receivables that are due during the Collection
Period immediately preceding the last day of such Interest Period, whether or
not collected, minus, unless the Monthly Servicing Fee has been waived by the
Servicer, the Noteholders Monthly Servicing Fee with respect to such immediately
preceding Collection Period and (B) the Investment Proceeds to be applied on the
Payment Date related to such Interest Period and (ii) the denominator of which
is the sum of (X) the product of (I) the Floating Allocation Percentage, (II)
the Series 2000-1 Allocation Percentage and (III) the average Pool Balance
(after giving effect to unreimbursed Receivables charge-offs) (excluding the
amount on deposit in the Excess Funding Account, if any) for such immediately
preceding Collection Period, (Y) the Series Allocation Percentage of the
weighted average of the Series 2000-1 Excess Funding Amount for the immediately
preceding Collection Period and (Z) the
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weighted average of the principal balance on deposit in the Principal Funding
Account for such immediately preceding Collection Period.
"Available Noteholder Principal Collections" shall mean, with respect
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to any Payment Date, the sum of (a) the product of (i) the Series 2000-1
Floating Allocation Percentage, with respect to the Revolving Period, or the
Principal Allocation Percentage, with respect to the Series 2000-1 Accumulation
Period or any Early Amortization Period, for the related Collection Period, and
(ii) Series Allocable Principal Collections deposited into the Collection
Account for the related Collection Period, (b) the amount, if any, of Non-
Principal Collections, Investment Proceeds, funds in the Reserve Account, and
Additional Noteholder Collections allocated to cover the Noteholder Default
Amount or to reverse Series 2000-1 Noteholder Charge-Offs, (c) Series Allocable
Miscellaneous Payments on deposit in the Collection Account for the Payment
Date, and (d) Excess Principal Collections, if any, allocated from other Series
to the Series 2000-1 Notes to cover any Principal Shortfall for the Payment
Date.
"Calculation Agent" shall mean the Indenture Trustee or any other
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Calculation Agent selected by the Residual Interestholder which is reasonably
acceptable to the Indenture Trustee.
"Carryover Amount" shall mean, for any Payment Date with respect to
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which the related Note Rate is calculated on the basis of the Assets Receivables
Rate, the excess of (a) Monthly Interest for such Payment Date determined as if
such Note Rate were calculated on the basis of the LIBOR formula set forth in
clause (a) of the definition of Note Rate over (b) the actual Monthly Interest
for such Payment Date.
"Carryover Shortfall" shall have the meaning specified in Section
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4.02(b).
"Closing Date" shall mean August [ ], 2000.
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"Controlled Accumulation Amount" shall mean an amount equal to the
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aggregate outstanding balance of the Series 2000-1 Notes as of the Payment Date
immediately preceding the first day of the Series 2000-1 Accumulation Period
(after giving effect to any changes therein on such Payment Date), divided by
the Accumulation Period Length.
"Controlled Deposit Amount" shall mean, with respect to any Payment
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Date, the excess, if any, of (a) the sum of (i) the product of the Controlled
Accumulation Amount and the number of Payment Dates from and including the first
Payment Date with respect to the Accumulation Period through and including such
Payment Date (but not in excess of the Accumulation Period Length) and (ii) the
amount on deposit in the Excess Funding Account as of such date (after giving
effect to any withdrawals from or deposits to such account on such date (other
than the transfer to the Principal Funding Account of the amounts on deposit
therein on such date)), over (b) the sum of amounts on deposit in the Excess
Funding Account and the Principal Funding Account, in each case before giving
effect to any withdrawals from or deposits to such accounts on such Payment
Date.
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"Deficiency Amount" shall have the meaning specified in Section 4.05.
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"Early Amortization Event" shall mean any Early Amortization Event
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specified in Section 5.17 of the Indenture, together with any additional Early
Amortization Event specified in Section 6.01 of this Series Supplement.
"Early Amortization Period" shall mean a period beginning on the day on
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which an Early Amortization Event specified in Section 5.17 of the Indenture or
Section 6.01 of this Series Supplement shall have occurred with respect to
Series 2000-1 and terminating on the earliest of (a) the payment in full of the
outstanding principal balance of and all accrued and unpaid interest on the
Series 2000-1 Notes; (b) the recommencement of the Revolving Period the for the
Series 2000-1 Notes; and (c) the Series 2000-1 Stated Maturity Date.
"Excess Funding Account" shall have the meaning specified in Section
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4.04(d)(i).
"Excess Reserve Account Required Amount" shall mean, for any Payment
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Date with respect to an Early Amortization Period, an amount equal to the
greater of (i) 5% of the initial principal balance of the Series 2000-1 Notes at
the end of the Series 2000-1 Revolving Period and (ii) the excess of (x) the
Series 2000-1 Available Subordinated Amount on the most recent Reset Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on such Payment Date) over (y) the excess of (1) the Series 2000-1
Allocation Percentage of the Pool Balance (excluding the amount on deposit in
the Excess Funding Account, if any) on the most recent Reset Date over (2) the
Invested Amount on such Payment Date (after giving effect to changes therein on
such Payment Date); provided, however, the Excess Reserve Account Required
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Amount shall not exceed the Series 2000-1 Available Subordinated Amount on the
most recent Reset Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Payment Date).
"Excess Residual Interestholder's Percentage" shall mean, with respect
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to any Collection Period, a percentage (which percentage shall never be less
than 0% nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Collections and Defaulted Receivables and with respect to
Principal Collections during the Revolving Period, the sum of (i) the Floating
Allocation Percentage with respect to such Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Series 2000-1
Available Subordinated Amount as of the Determination Date occurring in such
Collection Period (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Payment Date immediately following
such Determination Date) and the denominator of which is the product of (x) the
Pool Balance (excluding the amount on deposit in the Excess Funding Account, if
any) as of the last day of the immediately preceding Collection Period and (y)
the Series 2000-1 Allocation Percentage for the Collection Period in respect of
which the Excess Residual Interestholder's Percentage is being calculated or (b)
100% minus, when used with respect to Principal Receivables during the
Accumulation Period and any Early Amortization Period, the sum of (i) the
Principal Allocation Percentage with respect to such Collection Period and (ii)
the percentage equivalent of a fraction, the numerator of which is
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the Series 2000-1 Available Subordinated Amount as of the Determination Date
occurring in such Collection Period (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Payment Date
immediately following such Determination Date) and the denominator of which is
the product of (x) the Pool Balance (excluding the amount on deposit in the
Excess Funding Account, if any) as of the last day of the immediately preceding
Collection Period and (y) the Series 2000-1 Allocation Percentage for the
Collection Period in respect of which the Excess Residual Interestholder's
Percentage is being calculated.
"Expected Principal Payment Date" shall mean the August 2005 Payment
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Date.
"Final Payment Date" shall mean the earlier of (i) the Series 2000-1
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Stated Maturity Date and (ii) first Payment Date on which, after giving effect
to all payments to be made on that Payment Date, the outstanding principal
amount of the Series 2000-1 Notes will be paid in full.
"Floating Allocation Percentage" shall mean, with respect to any
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Collection Period, 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 immediately preceding Collection Period (after giving effect
to the reinvestment to occur on the next Payment Date) and the denominator of
which is the product of (a) the Pool Balance (excluding the amount on deposit
in the Excess Funding Account, if any) as of such last day and (b) the Series
2000-1 Allocation Percentage for the Collection Period in respect of which the
Floating Allocation Percentage is being calculated; provided, however, that,
with respect to the
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first Collection Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the product of (x) the Pool
Balance (excluding the Excess Funding Account, if any) on the Series 2000-1
Cut-Off Date and (y) the Series 2000-1 Allocation Percentage with respect to the
Series 2000-1 Cut-Off Date.
"Incremental Subordinated Amount" shall mean, with respect to any
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Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of (i) (A) the Invested Amount on the last day of
the immediately preceding Collection Period or (B) with respect to the first
Determination Date, the Invested Amount on the Closing Date and (ii) (A) the
Series 2000-1 Available Subordinated Amount for such Determination Date
(calculated without adding the Incremental Subordinated Amount for such Payment
Date as described in clause (c) of the definition thereof) or (B) with respect
to the first Determination Date, the product of the Invested Amount on the
Closing Date and the Subordinated Percentage and the denominator of which is the
Pool Balance (excluding the amount on deposit in the Excess Funding Account, if
any) on such last day, by (b) the Trust Incremental Subordinated Amount.
"Indenture" shall have the meaning set forth in the preamble to this
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Series Supplement.
"Indenture Trustee" shall have the meaning set forth in the preamble to
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this Series Supplement.
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"Initial Payment Date" shall mean August 21, 2000.
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"Initial Invested Amount" shall mean $500,000,000.
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"Initial Reserve Account Deposit Amount" shall mean $1,750,000.
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"Initial Yield Supplement Account Deposit Amount" shall mean
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$1,750,000.
"Interest Period" shall mean, for any Payment Date, the period from and
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including the Payment Date immediately preceding such Payment Date (or in the
case of the initial Payment Date, the period from and including the Initial
Closing Date) to but excluding the first Payment Date.
"Interest Shortfall" shall have the meaning specified in Section
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4.02(a).
"Invested Amount" shall mean, when used with respect to any date, an
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amount equal to (a) the Initial Invested Amount, minus (b) the amount, without
duplication, of principal payments (except principal payments made from the
Excess Funding Account and any transfers from the Excess Funding Account to the
Principal Funding Account) made to Series 2000-1 Noteholders or deposited to the
Principal Funding Account prior to such date, minus (c) the excess, if any, of
the aggregate amount of Noteholder Charge-Offs prior to such date over
Noteholder Charge-Offs reimbursed pursuant to Section 4.09 prior to such date,
minus (d) the Series 2000-1 Excess Funding Amount for such date but limited to
an amount that would reduce the Invested Amount to zero. In addition, for
purposes of the definition of "Early Amortization Period", the Invested Amount
shall be an amount equal to the outstanding principal amount of the Series
2000-1 Notes.
"Investment Proceeds" shall mean, with respect to any Determination
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Date, all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series 2000-1 Accounts, together with an
amount equal to the Series 2000-1 Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited to
the Collection Account pursuant to Section 4.1(d) of the Agreement.
"Issuer" shall have the meaning set forth in the preamble to this
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Series Supplement.
"LIBOR" shall mean, with respect to any Interest Period, the offered
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rates for deposits in United States dollars having a maturity of one month (the
"Index Maturity") commencing on the related Adjustment Date which appear on the
Telerate Page 3750 as of approximately 11:00 a.m., London time, on such date of
calculation. If at least two such offered rates appear on the Telerate Page
3750, LIBOR will be the arithmetic mean (rounded, if necessary, to the nearest
one-hundred thousandth of a percent (.0000001), with five one-millionths of a
percentage point rounded upward) of such offered rates. If fewer than two such
quotations appear, LIBOR with respect to such Interest Period will be determined
at approximately 11:00 a.m., London time, on such
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Adjustment Date on the basis of the rate at which deposits in United States
dollars having the Index Maturity are offered to prime banks in the London
interbank market by four major banks in the London interbank market selected by
the Calculation Agent 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 of such banks to provide a quotation of its rate. If at least two
such quotations are provided, LIBOR will be the arithmetic mean (rounded as
aforesaid) of such quotations. If fewer than two quotations are provided, LIBOR
with respect to such Interest Period will be the arithmetic mean (rounded 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
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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. For purposes of the foregoing definition, "Telerate Page 3750" means the
display page so designated on The Dow Xxxxx Telerate Service (or such other page
as may replace that page on that service or such other service or services that
may be nominated by the British Banker's Association for the purpose of
displaying London interbank offered rates for U.S. dollars deposits).
"London Business Day" shall mean any business day on which dealings in
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deposits in United States dollars are transacted in the London interbank market.
"Monthly Interest" shall have the meaning specified in Section 4.02.
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"Monthly Payment Rate" shall mean, for any Collection Period, the
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percentage derived from dividing the Principal Collections for such Collection
Period by the average daily Pool Balance (excluding the amount on deposit in the
Excess Funding Account, if any) for such Collection Period.
"Monthly Principal" shall have the meaning specified in Section 4.03.
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"Monthly Servicing Fee" shall have the meaning specified in Section
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3.01.
"Noteholder Charge-Offs" shall have the meaning specified in Section
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4.09.
"Noteholder Default Amount" shall mean, with respect to any Payment
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Date, an amount equal to the product of (a) the Allocable Defaulted Amount for
the related Collection Period and (b) the Floating Allocation Percentage for the
related Collection Period.
"Noteholders Monthly Servicing Fee" shall have the meaning specified in
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Section 3.01.
"Noteholder Non-Principal Collections" shall mean, with respect to any
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Payment Date, an amount equal to the product of (a) the Floating Allocation
Percentage for the related Collection
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Period (or any partial Collection Period which occurs as the first Collection
Period during an Early Amortization Period) and (b) the Allocable Non-Principal
Collections deposited in the Collection Account for the related Collection
Period (or any partial Collection Period which occurs as the first Collection
Period during an Early Amortization Period).
"Noteholder Principal Collections" shall mean, with respect to any
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Payment 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 Accumulation Period or an Early Amortization
Period, for the related Collection Period (or any partial Collection Period
which occurs as the first Collection Period during an Early Amortization Period)
and (ii) Allocable Principal Collections deposited in the Collection Account for
the related Collection Period (or any partial Collection Period which occurs as
the first Collection Period during an Early Amortization Period) and (b) the
amount, if any, of Non-Principal Collections, Investment Proceeds and Additional
Noteholders Collections to be distributed pursuant to Section 4.06(a)(iv),
4.06(a)(v) or 4.08(b) on such Payment Date.
"Note Rate" shall mean, with respect to any Interest Period, the lesser
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of (a) LIBOR for such Interest Period plus [ ]% and (b) the Assets Receivables
Rate for the immediately preceding Interest Period.
"Payment Date Statement" shall have the meaning specified in Section
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5.02(b).
"Principal Allocation Percentage" shall mean, with respect to any
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Collection Period, the percentage equivalent (which shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the Revolving Period, if such last day has occurred, or, if such last day has
not occurred, as of the most recent Reset Date and the denominator of which is
the product of (x) the Pool Balance (excluding the amount on deposit in the
Excess Funding Account, if any) as of such last day of the Revolving Period and
(y) the Series 2000-1 Allocation Percentage for the Collection Period for which
the Principal Allocation Percentage is being calculated; provided, however,
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that, with respect to that portion of any Collection Period that falls after the
date on which any Early Amortization Event occurs (other than an Early
Amortization Event that has resulted in an Early Amortization Period that has
ended as described in clause (c) of the definition thereof in this Series
Supplement), the Principal Allocation Percentage shall be reset using the Pool
Balance (excluding the amount on deposit in the Excess Funding Account, if any)
as of the close of business on the date on which such Early Amortization Event
shall have occurred and Principal Collections shall be allocated for such
portion of such Collection Period using such reset Principal Allocation
Percentage.
"Principal Funding Account" shall have the meaning specified in Section
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4.04(c)(i).
"Record Date" shall mean, with respect to any Payment Date, the close
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of business on the day preceding such Payment Date.
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"Redemption Price" shall mean, with respect to any Payment Date, the
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sum of (a) the aggregate outstanding principal balance of the Series 2000-1
Notes to be redeemed on the Determination Date preceding the Payment Date on
which such redemption is to be made, (b) accrued and unpaid interest on the
unpaid balance of the Series 2000-1 Notes (calculated on the basis of the
outstanding principal balance of the Series 2000-1 Notes at the Note Rate as in
effect during the applicable Interest Periods through the day preceding such
Payment Date, and (c) without duplication with respect to any amounts due under
clause (b) of this definition, any outstanding Carry-over Amount, Additional
Interest and Additional Carry-over Amount with respect to the Series 2000-1
Notes to be repurchased.
"Required Participation Percentage" shall mean, with respect to Series
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2000-1, 104%; provided, however, that if at the close of business on the last
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day of any Collection Period the aggregate amount of Principal Receivables due
from each Dealer and each group of affiliated dealers is equal to or less than
1.5% of the Pool Balance (excluding the amount on deposit in the Excess Funding
Account, if any) on that last day, the Required Participation Percentage shall
mean, for Series 2000-1 on that last day and for that Collection Period only,
103%; provided, further, that the Transferor may, on ten days' prior notice to
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the Indenture Trustee, the Owner Trustee, the Rating Agencies and any
Enhancement Provider, reduce the Required Participation Percentage for Series
2000-1 to not less than 100% if no Rating Agency has notified the Transferor or
the Servicer that any such reduction will result in the reduction or withdrawal
of the rating on the Series 2000-1 Notes or the outstanding notes of any other
Series.
"Required Subordinated Amount" shall mean, as of any date of
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determination, the sum of (a) the product of (i) the Subordinated Percentage and
(ii) the Invested Amount as of the opening of business on the date of
determination on such date and (b) the Incremental Subordinated Amount.
"Required Subordination Draw Amount" shall have the meaning specified
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in Section 4.05.
"Reserve Account" shall have the meaning specified in Section 4.04
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(a)(i).
"Reserve Account Deposit Amount" shall mean, with respect to any
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Payment Date, the amount, if any, by which (a) the Reserve Account Required
Amount for such Payment Date exceeds (b) the amount of funds in the Reserve
Account after giving effect to any withdrawals therefrom on such Payment Date.
"Reserve Account Required Amount" shall mean, with respect to any
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Payment Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Series 2000-1 Notes on such Payment Date
(after giving effect to any changes therein on such Payment Date).
"Reset Date" shall mean the last day of a Collection Period.
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"Residual Interestholder" shall mean the holder of the Residual
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Interest.
"Residual Interestholder's Collections" shall mean, with respect to any
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Collection Period, the sum of (a) the Residual Interestholder's Percentage of
Allocable Non-Principal Collections for the related Collection Period, plus (b)
the Residual Interestholder's Percentage of Allocable Principal Collections for
the related Collection Period.
"Residual Interestholder's Percentage" shall mean 100% minus (a) the
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Floating Allocation Percentage, when used with respect to Non-Principal
Collections and Defaulted Receivables and with respect to Principal Collections
during the Revolving Period, and (b) the Principal Allocation Percentage, when
used with respect to Principal Collections during the Accumulation Period and an
Early Amortization Period.
"Revolving Period" shall mean the period beginning at the open of
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business on the Series 2000-1 Cut-Off Date and terminating on the earliest of
(a) the close of business on the day immediately preceding the Accumulation
Period Commencement Date and (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period ends as described in clause (c) of the definition thereof in
this Series Supplement, the Revolving Period will recommence as of the close of
business on the day such Early Amortization Period ends.
"Series Cut-Off Date" means June 30, 2000.
-------------------
"Series 2000-1" shall mean the Series of Noteholder Notes, the
-------------
Principal Terms of which are specified in this Series Supplement.
"Series 2000-1 Accounts" shall have the meaning specified in Section
----------------------
4.04(e)(i).
"Series 2000-1 Allocation Percentage" shall mean the Series Allocation
-----------------------------------
Percentage with respect to Series 2000-1.
"Series 2000-1 Available Subordinated Amount" shall mean, for the first
------------------------------------------
Determination Date, an amount equal to the Required Subordinated Amount. The
Series 2000-1 Available Subordinated Amount for any subsequent Determination
Date shall mean an amount equal to: (a) the lesser of (i) the Series 2000-1
Available Subordinated Amount for the preceding Determination Date, minus (A),
if the balance of Reserve Account is zero, the Required Subordination Draw
Amount with respect to the preceding Payment Date to the extent provided in
Section 4.08, minus (B) withdrawals from the Reserve Account pursuant to Section
4.08 on the preceding Payment Date to make distributions pursuant to Section
4.06(a)(iv) (but excluding any other withdrawals from the Reserve Account),
plus, (C) the portion of Non-Principal Collections and Investment Proceeds for
such preceding Payment Date treated as Noteholder Principal Collection pursuant
to Section 4.06(a)(v)(B) and (ii) the product of the fractional equivalent of
the Subordinated Percentage and the Invested Amount on such Determination Date;
-11-
minus (b) in the case of clause (a)(i) the Incremental Subordinated Amount for
the preceding Determination Date; plus (c) the Incremental Subordinated Amount
for the Determination Date; plus (iii) the Subordinated Percentage of funds that
are to be withdrawn from the Excess Funding Account on the succeeding Payment
Date and paid to the Residual Interestholder or allocated to one or more Series;
provided, however, that the Series 2000-1 Available Subordinated Amount may be
-------- -------
increased on any Determination Date by the Residual Interestholder, in its sole
discretion, by notice to the Indenture Trustee and the Owner Trustee on or
before such Determination Date, provided, further, that once the Accumulation
-------- -------
Period or any Early Amortization Period. (other than an Early Amortization
Period that has ended as described in clause (c) of the definition thereof in
this Series Supplement), the Series 2000-1 Early Amortization Period shall be
calculated based on the Invested Amount as of the close of business on the last
day of the Revolving Period) and (b) the excess, if any, of (x) the
Overconcentration Amount and the aggregate amount of Ineligible Receivables on
the Determination Date, over the aggregate amount of Ineligible Receivables and
Receivables in Accounts containing Dealer Overconcentrations (to the extent of
the Dealer Overconcentrations) in each case that became Defaulted Receivables
during the preceding Collection Period (less any amount that are subject to
reassignment from the Trust, unless specified events of bankruptcy, insolvency
or receivership relating to the Transferor or VCI have occurred).
"Series 2000-1 Excess Funding Amount" shall mean, with respect to the
-----------------------------------
Series 2000-1 Notes, for any day, the product of (a) the Series 2000-1
Allocation Percentage on such day and (b) the amount on deposit in the Excess
Funding Account on such day.
"Series 2000-1 Excess Principal Collections" shall mean that portion of
------------------------------------------
Excess Principal Collections allocated to Series 2000-1 pursuant to Section
4.10.
"Series 2000-1 Noteholders" shall mean the Holders of Series 2000-1
-------------------------
Notes.
"Series 2000-1 Notes" shall mean any one of the Notes executed by the
-------------------
Issuer and authenticated by the Indenture Trustee.
"Series 2000-1 Principal Shortfall" shall mean, with respect to any
---------------------------------
Payment Date, an amount equal to the excess of (i) (x) for any Payment Date with
respect to the Accumulation Period, the Controlled Deposit Amount, or (y) for
any Payment Date with respect to an Early Amortization Period, the Invested
Amount, over (ii) the Available Noteholder Principal Collections for such
Payment Date (excluding any portion thereof attributable to Excess Principal
Collections).
"Series 2000-1 Stated Maturity Date" shall mean the August 20, 2007
----------------------------------
Payment Date.
"Series Supplement" shall have the meaning set forth in the preamble to
-----------------
this Series Supplement.
-12-
"Servicing Fee Rate" shall mean, with respect to Series 2000-1, 1% or,
------------------
for any Payment Date in respect of which the Monthly Servicing Fee has been
waived, 0%.
"Subordinated Percentage" shall mean the percentage equivalent of a
-----------------------
fraction, the numerator of which is the Subordination Factor and the denominator
of which is the excess of the 100% over the Subordination Factor.
"Subordination Factor" shall mean, initially, 8.75%, except that if at
--------------------
any time the rating of VWAG's long-term unsecured debt is lowered below BBB- by
Standard & Poor's or withdrawn by Standard & Poor's, the Subordination Factor
will thereafter be increased to 9.75%, unless the Trust receives written
confirmation from Standard & Poor's that the failure to increase the
Subordination Factor will not result in Standard & Poor's lowering or
withdrawing its rating on the Series 2000-1 Notes.
"Trust" shall have the meaning set forth in the preamble to this Series
-----
Supplement.
"Trust Available Subordinated Amount" means the sum of the Series
-----------------------------------
2000-1 Available Subordinated Amount and the sum of the aggregate Available
Subordinated Amounts for all other outstanding Series.
"Yield Supplement Account" shall have the meaning specified in Section
------------------------
4.04(b)(i).
"Yield Supplement Account Deposit Amount" shall mean, with respect to
---------------------------------------
any Payment Date, the amount, if any, by which the Yield Supplement Account
Required Amount exceeds the amount on deposit in the Yield Supplement Account
after giving effect to any deposits thereto and withdrawals therefrom otherwise
to be made on such Payment Date.
"Yield Supplement Account Required Amount" shall mean, with respect to
----------------------------------------
any Payment Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Series 2000-1 Notes on such Payment Date
(after giving effect to any changes therein on such Payment Date).
(b) Notwithstanding anything to the contrary in this Series Supplement
or the other Documents, the term "Rating Agency" shall mean, whenever used in
this Series Supplement or such other Basic Documents with respect to Series
2000-1, Moody's and Standard & Poor's. As used in this Series Supplement and the
other Basic Documents with respect to Series 2000-1, "highest investment
category" shall mean (i) in the case of Standard & Poor's, A-l+, AAA, AAAm or
AAAmG, as applicable, and (ii) in the case of Moody's, P-1 or Aaa, as
applicable.
(c) All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in Appendix A to the Agreement. The
definitions in Section 2.01 are applicable to the singular as well as to the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.
-13-
(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 with
----------------------
respect to Series 2000-1 (the "Monthly Servicing Fee") shall be payable to the
Servicer, in arrears, on each Payment Date in respect of any Collection Period
(or portion thereof) occurring prior to the earlier of the first Payment Date
following the Series 2000-1 Stated Maturity Date and the first Payment Date on
which the Invested Amount is zero, in an amount equal to one-twelfth of the
product of (a) the Servicing Fee Rate, and (b) the Series 2000-1 Allocation
Percentage of the Pool Balance (excluding the amount on deposit in the Excess
Funding Account, if any) as of the second preceding Reset Date. The share of the
Monthly Servicing Fee allocable to the Series 2000-1 Noteholders with respect to
any Payment Date (the "Noteholders Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Invested
Amount as of the second preceding Reset Date; provided, however, that the
-------- -------
Noteholders Monthly Servicing Fee with respect to the first Payment Date shall
be $[__________]. The remainder of the Monthly Servicing Fee shall be paid by
the Residual Interestholder and in no event shall the Trust, the Indenture
Trustee or the Series 2000-1 Noteholders be liable for the share of the Monthly
Servicing Fee to be paid by the Residual Interestholder; and the remainder of
the Servicing Fee shall be paid by the Residual Interestholder and the
Noteholders of other Series and the Series 2000-1 Noteholders, the Trust, the
Indenture and the Owner Trustee shall in no event be liable for the share of the
Servicing Fee to be paid by the Residual Interestholder or the Noteholders of
other Series. The Noteholders Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution therefor in
accordance with the terms of this Series Supplement.
The Servicer shall be permitted, in its sole discretion, to waive
the Monthly Servicing Fee for any Payment Date by notice to the Indenture
Trustee on or before the related Determination Date; provided that the Servicer
--------
believes that sufficient Non-Principal Collections will be available on any
future Payment Date to pay the Noteholders Monthly Servicing Fee relating to the
waived Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing
Fee for any Payment Date, the Monthly Servicing Fee and the Noteholders Monthly
Servicing Fee for such Payment Date shall be deemed to be zero for all purposes
of this Series Supplement, the Indenture and the Agreement; provided, however,
-------- -------
that such Noteholders Monthly Servicing Fee shall be paid on a future Payment
Date solely to the extent amounts are available therefor pursuant to Section
4.06(a)(viii); and provided, further, that, to the extent any such waived
Noteholders Monthly Servicing Feeis so paid, the related portion of the Monthly
Servicing Fee
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to be paid by the Residual Interestholder shall be paid by the Residual
Interestholder to the Servicer.
ARTICLE IV
Rights of Series 2000-1 Noteholders and
Allocation and Application of Collections
-----------------------------------------
Section 4.01 Allocations; Payments to Residual Interestholder; Excess
--------------------------------------------------------
Principal Collections and Unallocated Principal Collections. (a) Non-Principal
-----------------------------------------------------------
Collections, Principal Collections, Miscellaneous Payments and Defaulted Amounts
allocated to Series 2000-1 pursuant to Article IV of the Agreement shall be
allocated and distributed as set forth in this Article.
(b) Subject to Section 4.01(d) below, the Servicer shall instruct the
Indenture Trustee in writing to withdraw from the Collection Account and pay to
the Residual Interestholder on the dates set forth below the following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Residual Interestholder's
Percentage then in effect for the related Collection Period of
Allocable Non-Principal Collections deposited in the Collection
Account for such Deposit Date; and
(B) an amount equal to the Excess Residual Interestholder's
Percentage then in effect for the related Collection Period of
Allocable Principal Collections deposited in the Collection
Account for such Deposit Date,
if the Residual Participation Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit Date) exceeds the
Trust Available Subordinated Amount for the immediately preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Payment Date immediately following such Determination
Date); and
(ii) on each Deposit Date with respect to the Revolving Period,
an amount equal to the Additional Noteholder Principal Collections for
such Deposit Date, if the Residual Participation Amount (determined
after giving effect to any Principal Receivables transferred to the
Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals and deposits to
be made on the Payment Date immediately following such Determination
Date); provided, however, that Additional Noteholder Principal
-------- -------
Collections shall be paid to the Residual Interestholder with respect
to any Collection Period only after an amount equal to the sum of (A)
the
-15-
Deficiency Amount, if any, relating to the immediately preceding
Collection Period, and (B) the excess, if any, of the Reserve Account
Required Amount over the amount in the Reserve Account on the
immediately preceding Payment Date (after giving effect to the
allocations of, distributions from, and deposits in, the Reserve
Account on such Payment Date), has been deposited in the Collection
Account from such Additional Noteholder Principal Collections.
The withdrawals to be made from the Collection Account pursuant
to this Section 4.01(b) do not apply to deposits into the Collection Account
that do not represent Collections, including Miscellaneous Payments, payment of
the Redemption Price for the Series 2000-1 Notes pursuant to Section 10.1(b) of
the Indenture, payment of the Redemption Price for the Series 2000-1 Notes
pursuant to Section 7.01 of this Series Supplement and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 5.4 of the
Indenture.
(c) The Servicer shall instruct the Indenture Trustee to withdraw
from the Collection Account and deposit into the Reserve Account on Deposit
Dates with respect to the Revolving Period, Additional Noteholder Principal
Collections for such Deposit Date, up to the amount of the excess, if any,
determined pursuant to Section 4.01(b)(ii)(B).
(d) Notwithstanding the provisions of Section 4.01(b)(i), on each
Deposit Date during any Collection Period on which any amount is on deposit in
the Excess Funding Account or the Principal Funding Account, the Servicer shall
instruct the Indenture Trustee to withdraw from the Collection Account and
deposit in the Yield Supplement Account the amounts otherwise distributable to
the Residual Interestholder pursuant to Section 4.01(b)(i) until the amount on
deposit in the Yield Supplement Account is equal to the Yield Supplement Account
Required Amount.
Section 4.02 Monthly Interest.
----------------
(a) The amount of monthly interest ("Monthly Interest") with respect
to the Series 2000-1 Notes on any Payment Date, shall be an amount equal to the
product of (i) the Note Rate, (ii) the outstanding principal balance of the
Series 2000-1 Notes as of the close of business on the preceding Payment Date
(after giving effect to all repayments of principal made to Series 2000-1
Noteholders on such preceding Payment Date, if any) and (iii) a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Period and the denominator of which is 360; provided, however, that with respect
-------- -------
to the first such Payment Date, Monthly Interest shall be equal to $[ ].
On the Determination Date preceding each Payment Date, the Servicer
shall determine the excess, if any (the "Interest Shortfall"), of (x) the
aggregate Monthly Interest for the Interest Period applicable to such Payment
Date over (y) the amount which will be available to be distributed to Series
2000-1 Noteholders on such Payment Date in respect thereof pursuant to this
Series Supplement. If the Interest Shortfall with respect to any Payment Date is
greater than
-16-
zero, an additional amount ("Additional Interest") equal to the product of (i)
the Note Rate for the Interest Period commencing on the related Payment Date
(or, for subsequent Interest Periods, the Note Rate for such subsequent Interest
Period), (ii) such Interest Shortfall (or the portion thereof which has not been
paid to Series 2000-1 Noteholders) and (iii) a fraction, the numerator of which
is the amount of days elapsed in such Interest Period (or in a subsequent
Interest Period) and the denominator of which is 360, shall be payable as
provided herein with respect to the Series 2000-1 Notes on each Payment Date
following such Payment Date to and including the Payment Date on which such
Interest Shortfall is paid to Series 2000-1 Noteholders. Notwithstanding
anything to the contrary herein, Additional Interest shall be payable or
distributed to Series 2000-1 Noteholders only to the extent permitted by
applicable law.
(b) On the Determination Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Carryover Shortfall"), of (x)
the Carryover Amount, if any, for such Payment Date over (y) the amount which
will be available to be distributed to Series 2000-1 Noteholders in respect
thereof on such Payment Date pursuant to this Series Supplement. If the
Carryover Shortfall with respect to any Payment Date is greater than zero, an
additional amount ("Additional Carryover Amount") equal to the product of (i)
the Note Rate (calculated pursuant to clause (a) of the definition thereof) for
the Interest Period commencing on the related Payment Date (or, for subsequent
Interest Periods, the Note Rate (calculated pursuant to clause (a) of the
definition thereof) for such subsequent Interest Periods), (ii) such Carryover
Shortfall (or the portion thereof which has not been paid to Series 2000-1
Noteholders) and (iii) a fraction, the numerator of which is the amount of days
elapsed in such Interest Period (or in a subsequent Interest Period) and the
denominator of which is 360, shall be payable as provided herein with respect to
the Series 2000-1 Notes on each Payment Date following such Payment Date to the
Payment Date on which such Carryover Shortfall is paid to Series 2000-1
Noteholders. Notwithstanding anything to the contrary herein, any Additional
Carryover Amount shall be payable or distributed to Series 2000-1 Noteholders
only to the extent permitted by applicable law.
Section 4.03 Determination of Monthly Principal. During the
----------------------------------
Accumulation Period or an Early Amortization Period, the amount of monthly
principal (the "Monthly Principal") to be deposited by the Servicer into the
Principal Funding Account shall be equal to the Available Noteholder Principal
Collections; and provided, however, that for each Payment Date with respect to
-------- -------
the Accumulation Period, Monthly Principal shall not exceed the Controlled
Deposit Amount for such Payment Date.
Section 4.04 Establishment of Reserve Account and Funding Accounts.
-----------------------------------------------------
(a) (i) The Servicer, for the benefit of the Series 2000-1
Noteholders, shall cause to be established and maintained in the name
of the Indenture Trustee, on behalf of the Trust, an Eligible Deposit
Account (the "Reserve Account") that shall be identified as the
"Reserve Account for the Volkswagen Credit Auto Master Trust, Series
2000-1" and shall bear a designation clearly indicating that the funds
deposited therein are held for the
-17-
benefit of the Series 2000-1 Noteholders. On the Closing Date, the
Residual Interestholder shall cause to be deposited in the Reserve
Account the Initial Reserve Account Deposit Amount.
(ii) At the written direction of the Servicer, funds on
deposit in the Reserve Account shall be invested by the Indenture
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 preceding the following Payment Date. All
Eligible Investments shall be held by the Indenture Trustee for the
benefit of the Series 2000-1 Noteholders. On each Payment Date, all
interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Reserve Account received prior to
such Payment Date shall be applied as set forth in Section 4.06(a) of
this Series Supplement. Funds deposited in the Reserve Account on a
Business Day (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.
(b) (i) The Servicer, for the benefit of the Series 2000-1
Noteholders, shall establish and maintain in the name of the Indenture
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Yield Supplement Account"), which shall be identified as the "Yield
Supplement Account for the Volkswagen Credit Auto Master Trust Series
2000-1", and shall bear a designation clearly indicating that the Funds
deposited therein are held for the benefit of the Series 2000-1
Noteholders. On the Closing Date, the Residual Interestholder shall
cause to be deposited into the Yield Supplement Account the Initial
Yield Supplement Account Deposit Amount.
(ii) At the written direction of the Servicer, funds on
deposit in the Yield Supplement Account shall be invested by the
Indenture Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Indenture Trustee for
the benefit of the Series 2000-1 Noteholders. On each Payment Date, all
interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Yield Supplement Account shall be
applied as set forth in Section 4.06(a) of this Series Supplement.
Funds deposited in the Yield Supplement Account on any Payment Date
shall be invested at the direction of the Servicer in Eligible
Investments that will mature so that such funds will be available on or
before the close of business on the Business Day preceding the
following Payment Date. Funds deposited in the Yield Supplement Account
on a Business Day (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.
(iii) If on any Payment Date there is a Carryover Amount, the
Servicer shall cause the Indenture Trustee to apply the amounts on
deposit in the Yield Supplement Account up to the amount of such
Carryover Amount to satisfy such Carryover Amount.
-18-
(iv) If on any Payment Date the amount on deposit in the Yield
Supplement Account (after giving effect to any withdrawals to be made
from the Yield Supplement Account on such Payment Date) is greater than
the Yield Supplement Account Required Amount, the Servicer shall cause
the Indenture Trustee to pay to the Residual Interestholder on such
Payment Date the excess of such amount on deposit in the Yield
Supplement Account over the Yield Supplement Account Required Amount.
(c) (i) The Servicer, for the benefit of the Series 2000-1
Noteholders, shall establish and maintain in the name of the Indenture
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), which shall be identified as the
"Principal Funding Account for Volkswagen Credit Auto Master Trust,
Series 2000- 1" and shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2000
-1 Noteholders.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the
Indenture Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Indenture Trustee for
the benefit of the Series 2000-1 Noteholders. On each Payment Date all
interest and other investment earnings (net of losses and investment
expenses) on funds on deposit therein shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds on deposit in the
Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds
will be available on or before the close of business on the Business
Day preceding the Payment Date. Funds deposited in the Principal
Funding Account on a Business Day which immediately precedes the
Expected Principal Payment Date or a Payment Date, as applicable, or
funds deposited in respect of the maturity of any Eligible Investments
on such Business Day, are not required to be invested overnight.
(d) (i) The Servicer, for the benefit of the Series 2000-1
Noteholders, shall establish and maintain in the name of the Indenture
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Excess Funding Account"), which shall be identified as the "Excess
Funding Account for Volkswagen Credit Auto Master Trust, Series 2000-1"
and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2000-1
Noteholders.
(ii) At the written direction of the Servicer, funds on
deposit in the Excess Funding Account shall be invested by the
Indenture Trustee in Eligible Investments selected by the Servicer. All
such Eligible Investments shall be held by the Indenture Trustee for
the benefit of the Series 2000-1 Noteholders. On each Payment Date, all
interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account shall be
applied as set forth in Section 4.06(a) of this Series Supplement.
Funds on deposit in the Excess Funding Account shall be invested at the
direction of the Servicer in Eligible Investments that will mature so
that
-19-
such funds will be available on or before the close of business on the
Business Day preceding the following Payment Date. Funds deposited in
the Excess Funding Account on a Business Day which immediately precedes
a Payment Date, or funds deposited in respect of the maturity of any
Eligible Investments on such Business Day, are not required to be
invested overnight.
(e) (i) The Indenture 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 Account, the Yield
Supplement Account, the Principal Funding Account and the Excess
Funding Account (collectively the "Series 2000-1 Accounts") and in all
proceeds thereof. The Series 2000-1 Accounts shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Series 2000-1 Noteholders. If, at any time, any of the Series 2000-1
Accounts ceases to be an Eligible Deposit Account, the Indenture
Trustee (or the Servicer on its behalf) shall within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which
each Rating Agency may consent) establish a new Series 2000-1 Account
meeting the conditions specified in paragraph (a)(i), (b)(i), (c)(i) or
(d)(i) above, as applicable, as an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Series 2000-1
Account. Neither the Residual Interestholder, the Servicer nor any
Person claiming by, through or under the Residual Interestholder, the
Servicer or any such Person shall have any right, title or interest in,
or any right to withdraw any amount from, any Series 2000-1 Account,
except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies
each Series 2000-1 Account by setting forth the account number of each
such account, the account designation of each such account and the name
of the institution with which such account has been established. If a
substitute Series 2000-1 Account is established pursuant to this
Section, the Servicer shall provide to the Indenture Trustee an amended
Schedule 1, setting forth the relevant information for such substitute
Series 2000-1 Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 8.2 of the Indenture and 3.1(a) of the Agreement, the Servicer
shall have the power, revocable by the Indenture Trustee, to make
withdrawals and payments or to instruct the Indenture Trustee to make
withdrawals and payments from the Series 2000-1 Accounts for the
purposes of carrying out the Servicer's or Indenture Trustee's duties
hereunder.
Section 4.05 Deficiency Amount. With respect to each Payment 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 Payment Date, (ii) any Monthly Interest previously due but not distributed
to the Series 2000-1 Noteholders on a prior Payment Date, (iii) the Noteholders
Monthly Servicing Fee for such Payment Date, (iv) the Noteholder Default Amount,
if any, for such Payment Date, (v) if such Payment Date constitutes the Final
Payment Date the sum of (A) the amount of any Carryover Amount for such Payment
Date, (B) the amount of any Carryover Amount previously due but not distributed
to Series 2000-1
-20-
Noteholders on a prior Payment Date, (C) the amount of any Additional Carryover
Amount for such Payment Date and (D) the amount of any Additional Carryover
Amount previously due but not distributed to Series 2000-1 Noteholders on a
prior Payment Date, in each case that will not be satisfied on such date by
application, pursuant to Section 4.04(b)(iii), of amounts on deposit in the
Yield Supplement Account, exceeds (b) the sum of (i) Noteholder Non-Principal
Collections for such Payment Date plus any Investment Proceeds with respect to
such Payment Date and (ii) the amount of funds in the Reserve Account which are
available pursuant to Section 4.08(a) to cover any portion of the Deficiency
Amount. The lesser of the Deficiency Amount and the Series 2000-1 Available
Subordinated Amount shall be the "Required Subordination Draw Amount".
----------------------------------
Section 4.06 Application of Noteholder Non-Principal Collections and
-------------------------------------------------------
Investment Proceeds. The Servicer shall cause the Indenture Trustee to apply, on
-------------------
each Payment Date, Noteholder Non-Principal Collections, Investment Proceeds and
Available Noteholder Principal Collections to make the following distributions:
(a) On each Payment Date, an amount equal to the sum of Noteholder
Non-Principal Collections and any Investment Proceeds deposited in the
Collection Account for the related Collection Period will be distributed in the
following priority:
(i) first, an amount equal to Monthly Interest for such Payment
-----
Date, plus the amount of any Monthly Interest previously due but not
distributed to the Series 2000-1 Noteholders on a prior Payment Date,
plus the amount of any Additional Interest for such Payment Date and
any Additional Interest previously due but not distributed to the
Series 2000-1 Noteholders on a prior Payment Date shall be paid to the
Series 2000-1 Noteholders;
(ii) second, an amount equal to the Noteholders Monthly
------
Servicing Fee for such Payment Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iii) third, an amount equal to the Reserve Account Deposit
-----
Amount, if any, for such Payment Date shall be deposited in the Reserve
Account;
(iv) fourth, an amount equal to the Noteholder Default Amount
------
for such Payment Date shall be treated as a portion of Noteholder
Principal Collections for such Payment Date;
(v) fifth, (A) an amount equal to the aggregate amount of
-----
Noteholder Charge-Offs that have not been previously reimbursed as
provided in Section 4.09 (after giving effect to the allocation on such
Payment Date of any amount for that purpose pursuant to Section 4.09)
shall be treated as a portion of the Available Noteholder Principal
Collections with respect to such Payment Date, and (B) an amount equal
to any reduction
-21-
in the Series 2000-1 Available Subordinated Amount pursuant to clause
(a)(1) of the definition of Series 2000-1 Available Subordinated
Amount, and that has not been reversed pursuant to this Section
-------
4.06(a)(v), will be treated as Available Noteholder Principal
----
Collections with respect to such Payment Date;
(vi) sixth, an amount equal to the Carryover Amount (after
-----
giving effect to any withdrawals from the Yield Supplement Account on
such Payment Date), if any, for such Payment Date, plus the amount of
any Carryover Amount previously due but not previously distributed to
the Series 2000-1 Noteholders on a prior Payment Date, plus the amount
of any Additional Carryover Amount for such Payment Date and any
Additional Carryover Amount previously due but not previously
distributed to the Series 2000-1 Noteholders on a prior Payment Date
shall be distributed to the Series 2000-1 Noteholders;
(vii) seventh, an amount equal to the Yield Supplement Account
-------
Deposit Amount, if any, for such Payment Date shall be deposited in the
Yield Supplement Account;
(viii) eighth, an amount equal to the aggregate outstanding
------
amounts of the Noteholder Monthly Servicing Fee which have been
previously waived pursuant to Section 3.01 shall be distributed to the
Servicer; and
(ix) ninth, the balance, if any, shall be distributed to the
-----
Residual Interestholder.
(b) On each Payment Date with respect to the Revolving Period, an
amount equal to Available Noteholder Principal Collections deposited in the
Collection Account for the related Collection Period shall be allocated first to
-----
make a deposit in the Excess Funding Account if the sum of (i) the Invested
Amount and (ii) the amount on deposit in the Excess Funding Account (other than
Investment Proceeds) prior to the allocation on such Payment Date is less than
the outstanding principal balance of the Series 2000-1 Notes and second treated
------
as Excess Principal Collections and applied in accordance with Section 4.3 of
the Agreement.
(c) On each Payment Date with respect to the Accumulation Period or
any Early Amortization Period, an amount equal to the Available Noteholder
Principal Collections shall be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such
-----
Payment Date shall be deposited by the Servicer or Indenture Trustee
into the Principal Funding Account, in the case of the Accumulation
Period, or distributed to the Series 2000-1 Noteholders, in the case of
any Early Amortization Period; and
-22-
(ii) second, for each Payment Date with respect to the
------
Accumulation Period unless an Early Amortization Event (other than an
Early Amortization Event that has resulted in an Early Amortization
Period that has ended as described in clause (c) of the definition
thereof in this Series Supplement) has occurred, after giving effect to
the transactions described in clause (i) above, an amount equal to the
balance, if any, of such Available Noteholder Principal Collections
shall be treated as Excess Principal Collections and applied in
accordance with Section 4.3 of the Agreement and Section 4.10.
Section 4.07 Distributions to Series 2000-1 Noteholders. (a) The
------------------------------------------
Servicer shall cause the Indenture Trustee to make the following distributions
at the following times from the Collection Account, the Reserve Account, the
Principal Funding Account and the Excess Funding Account :
(i) on each Payment Date, all amounts on deposit in the
Collection Account and the Reserve Account, that are payable to the
Series 2000-1 Noteholders with respect to accrued interest shall be
distributed to the Series 2000-1 Noteholders; and
(ii) on the Expected Principal Payment Date, on any Payment
Date thereafter and on any Payment Date following an Early Amortization
Event (other than an Early Amortization Event that has resulted in an
Early Amortization Period that has ended as described in clause (c) of
the definition thereof in this Series Supplement), as applicable, all
amounts on deposit in the Principal Funding Account and the Excess
Funding Account and all amounts on deposit in the Collection Account
that are payable to the Series 2000-1 Noteholders with respect to
principal, up to a maximum amount on any such day equal to the
outstanding principal balance of the Series 2000-1 Notes, shall be
distributed to the Series 2000-1 Noteholders.
(b) On each Payment Date on which there is any Carryover Amount or
Additional Carryover Amount, the Servicer will instruct the Indenture Trustee to
distribute to the Series 2000-1 Noteholders the unpaid Carryover Amount to the
extent funds are available therefor first, from amounts on deposit in the Yield
Supplement Account pursuant to Section 4.04(b)(iii) and second, as required
pursuant to Section 4.06(a)(vi).
Section 4.08 Application of Reserve Account and Series 2000-1
------------------------------------------------
Available Subordinated Amount.
-----------------------------
(a) If Noteholder Non-Principal Collections and Investment Proceeds for
any Payment Date are not sufficient to make the entire distributions required by
Section 4.06(a)(i), (ii) and (iv), the Servicer shall cause the Indenture
Trustee to withdraw funds from the Reserve Account and apply the withdrawn funds
to complete the distributions as described in Section 4.06(a)(i), (ii) and (iv).
However, during any Early Amortization Period funds will not be withdrawn from
the Reserve Account to make distributions required by Section (a)(iv) to the
-23-
extent that, after giving effect to the withdrawals, the amount in the Reserve
Account will be less than $1,000,000.
(b) If, on any Payment Date, there is a Required Subordination Draw Amount
for such Payment Date and such Payment Date is not the Final Payment Date, the
Servicer shall apply or cause the Indenture Trustee to apply the Additional
Noteholder Collections on deposit in the Collection Account on such Payment
Date, but only up to the amount of the Required Subordinated Draw Amount, to
make the distributions required by Sections 4.06(a)(i), (ii) and (iv) that have
not been made through the application of funds from the Reserve Account in
accordance with Section 4.08(a). If there is a Required Subordination Draw
Amount for such Payment Date and such Payment Date is the Final Payment Date,
the Servicer shall apply or cause the Indenture Trustee to apply the Additional
Noteholder Collections on deposit in the Collection Account on such Payment Date
but only up to the amount of the Required Subordinated Draw Amount, to make the
distributions required by Sections 4.06(a)(i), (ii), (iv) and (vi) that have not
been made through application of funds from the Reserve Account pursuant to
Section 4.08(d). Any Additional Noteholder Collections remaining after
application thereof pursuant to the first or second preceding sentence, as
applicable, shall be treated as a portion of Noteholder Principal Collections
for such Payment Date, but only up to the amount of unpaid Adjustment Payments
allocated to Series 2000-1 as described in Section 4.05(a)(vi). The amount of
Additional Noteholder Collections applied in accordance with the three preceding
sentences shall reduce the Series 2000-1 Available Subordinated Amount in all
other cases as described in clause (a)(i)(A) of the definition thereof. If the
Required Subordination Draw Amount exceeds the Additional Noteholder Collections
for such Payment Date, the Series 2000- 1 Available Subordinated Amount shall be
further reduced by the amount of such excess, but not by more than the sum of
(x) the Noteholder Default Amount and (y) the amount of unpaid Adjustment
Payments allocated to Series 2000-1 as described in Section 4.05(a)(vi).
(c) If, after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Account made pursuant to Sections 4.01(c), 4.04(a),
4.06(a)(iii), 4.08(a) and 4.08(e), (i) the amount in the Reserve Account is
greater than the Reserve Account Required Amount (or, for any Payment Date with
respect to an Early Amortization Period, the Excess Reserve Account Required
Amount) for such Payment Date , the Servicer shall cause the Indenture Trustee
to distribute such excess amount to the Residual Interestholder, subject to the
proviso contained in Section 4.08(f) or (ii) the amount in the Reserve Account
is less than such Reserve Account Required Amount, then the Indenture Trustee
shall deposit any remaining Additional Noteholder Collections on deposit in the
Collection Account for such Payment Date after giving effect to Section 4.08(b)
into the Reserve Account until the amount in the Reserve Account is equal to
such Reserve Account Required Amount.
(d) If, on the Final Payment Date, after giving effect to clause (c)
immediately above, there is a Carryover Amount or Additional Carryover Amount
after giving effect to withdrawals from the Yield Supplement Account on such
date, the Servicer shall cause the Indenture Trustee to withdraw funds in the
amount of such Carryover Amount or Additional Carryover Amount
-24-
from the Reserve Account (to the extent available therein), and distribute such
funds to the Series 2000-1 Noteholders. After making such payments to the Series
2000-1 Noteholders, any funds remaining on deposit in the Reserve Account after
the Final Payment Date shall be paid to the Residual Interestholder.
(e) If, for any Payment Date with respect to an Early Amortization
Period, after giving effect to the allocations of, distributions from, and
deposits in, the Reserve Account made pursuant to Sections 4.01(c), 4.04(a),
4.06(a)(iii) and 4.08(a), the amount in the Reserve Account is less than the
Excess Reserve Account Required Amount for such Payment Date, the Indenture
Trustee shall deposit any remaining Additional Noteholder Collections on deposit
in the Collection Account for such Payment Date into the Reserve Account until
the amount in the Reserve Account is equal to such Excess Reserve Account
Required Amount.
(f) The balance of Additional Noteholder Collections on any Payment
Date, after giving effect to any distributions thereof pursuant to Section
4.08(a), (b), (c) or (e), shall be distributed to the Residual Interestholder on
such Payment Date; provided, however, that, in the case of any remaining
-------- -------
Additional Noteholder Principal Collections, if the Trust Available Subordinated
Amount for the immediately preceding Determination Date exceeds the Residual
Participation Amount on such date (determined after giving effect to any
Principal Receivables transferred to the Trust on such Payment Date), Section
4.08(c)(i) shall not apply and the amount of such excess shall be deposited into
the Reserve Account, with any remaining Additional Noteholder Principal
Collections paid to the Residual Interestholder.
Section 4.09 Noteholder Charge-Offs. If, on any Payment Date on which
----------------------
the Series 2000-1 Available Subordinated Amount on the preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on such Payment Date) is zero and the Deficiency Amount for
such Payment Date is greater than zero, the Invested Amount shall be reduced by
the amount of the Deficiency Amount, but not by more than the Noteholder Default
Amount for the Payment Date (a "Noteholder Charge-Off"). Noteholder Charge-Offs
shall thereafter be reimbursed and the Invested Amount increased (but not by an
amount in excess of the aggregate unreimbursed Noteholder Charge-Offs on any
Payment Date) by the sum of (a) Allocable Miscellaneous Payments with respect to
such Payment Date and (b) the amount of Non-Principal Collections and Invesment
Proceed allocated and available for that purpose pursuant to Section 4.06(a)(v).
Section 4.10 Excess Principal Collections.
----------------------------
(a) That portion of Excess Principal Collections for any Payment Date
equal to the amount of the Series 2000-1 Excess Principal Collections for such
Payment Date shall be allocated to Series 2000-1 and shall be distributed as set
forth in this Series Supplement.
(b) Series 2000-1 Excess Principal Collections, with respect to any
Payment Date, shall mean an amount equal to the Series 2000-1 Principal
Shortfall for such Payment Date;
-25-
provided, however, that, if the aggregate amount of Excess Principal Collections
-------- -------
for all Series for such Payment Date is less than the aggregate amount of
Principal Shortfalls for all Series for such Payment Date, then the Series 2000-
1 Excess Principal Collections for such Payment Date shall equal the product of
(x) Excess Principal Collections for all Series for such Payment Date and (y) a
fraction, the numerator of which is the Series 2000-1 Principal Shortfall for
such Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Series for such Payment Date.
Section 4.11 Excess Funding Account.
----------------------
(a) On the Expected Principal Payment Date, the Series 2000-1 Excess
Funding Amount shall be deposited in the Principal Funding Account on such date
and distributed in accordance with Section 4.07(a)(ii). Thereafter, the Series
2000-1 Noteholders will not be entitled to any funds on deposit in the Excess
Funding Account
(b) If any other Series is in an amortization, early amortization 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 Residual
Interestholder. If more than one other Series is in an amortization, early
amortization or accumulation, 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 Residual Interestholder.
Section 4.12 Accumulation Period Lengths; Accumulation Period
------------------------------------------------
Commencement Dates. Beginning on the [ ] Payment Date, and on each Payment Date
------------------
thereafter that occurs prior to the Accumulation Period Commencement Date, the
Servicer shall calculate the Accumulation Period Length and, if applicable,
determine the Accumulation Period Commencement Date. Once the Servicer has
determined the Accumulation Period Commencement Date, the Servicer shall
promptly notify the Indenture Trustee in writing of the Accumulation Period
Commencement Date and the Accumulation Period Length. Immediately upon receipt
of such notice, the Indenture Trustee shall notify the Residual Interestholder,
the Series 2000-1 Noteholders and each Rating Agency of the Accumulation Period
Commencement Date.
ARTICLE V
Distributions and Reports
to Series 2000-1 Noteholders
----------------------------
Section 5.01 Distributions. (a) On each Payment Date, the Indenture
-------------
Trustee shall distribute to each Series 2000-1 Noteholder of record on the
preceding Record Date (other than
-26-
as provided in Section 2,7(c) of the Indenture respecting a final distribution)
such Noteholder's pro rata share (based on the aggregate fractional undivided
interests represented by the Series 2000-1 Notes held by such Noteholder) of the
amounts on deposit in the Series 2000-1 Accounts or the Collection Account as is
payable to the Series 2000-1 Noteholders on such Payment Date pursuant to
Section 4.06 and 4.07.
(b) Except as provided in Section 2.7(c) of the Indenture with respect
to a final distribution, distributions to Series 2000-1 Noteholders hereunder
shall be made by check mailed to each Series 2000-1 Noteholder at such
Noteholder's address appearing in the Note Register without presentation or
surrender of any Series 2000-1 Notes or the making of any notation thereon;
provided, however, that, with respect to Series 2000-1 Notes registered in the
-------- -------
name of a Depository, such distributions shall be made to such Depository in
immediately available funds.
Section 5.02 Reports and Statements to Series 2000-1 Noteholders. (a)
---------------------------------------------------
At least two Business Days prior to each Payment Date, the Servicer will provide
to the Indenture Trustee and to each Rating Agency, and on each such Payment
Date, the Indenture Trustee shall forward to each Series 2000-1 Noteholder of
record (the "Payment Date Statement"), a statement substantially in the form of
----------------------
Exhibit B prepared by the Servicer setting forth certain information relating to
the Trust and the Series 2000-1 Notes.
(b) A copy of each statement provided pursuant to paragraph (a) will be
made available for inspection at the Corporate Trust Office. The Indenture
Trustee shall make each Payment Date Statement available each month to the
Series 2000-1 Noteholders and any other parties to the Basic Documents via the
Indenture Trustee's internet website. The Indenture Trustee shall also supply a
paper copy of any Payment Date Statement to any Person that requests it. The
Indenture Trustee shall be permitted to change the method by which Payment Date
Statements are distributed in order to make such distribution more convenient
and/or more accessible to the parties to the Basic Documents and the Series
2000-1 Noteholders. The Indenture Trustee shall provide timely and adequate
notification to the Series 2000-1 Noteholders and the parties to the Basic
Documents of any such change.
(c) On or before January 31 of each calendar year, beginning with
calendar year 2001, the Indenture Trustee shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series
2000-1 Noteholder (or Note Owner), a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 2000-1 Noteholders as set forth in paragraph (a) above, aggregated for
such calendar year or the applicable portion thereof during which such Person
(or any related Note Owner) was a Series 2000-1 Noteholder, 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 Series 2000-1 Noteholders (or Residual Interestholder) to prepare
their tax returns. Such obligation of the Indenture Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the
-27-
Indenture Trustee pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
ARTICLE VI
Early Amortization Events
-------------------------
Section 6.01 Additional Amortization Events.
------------------------------
(a) Except as provided in Section 6.01(b), the occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Indenture Trustee or the Series 2000-1
Noteholders, be deemed to be an Early Amortization Event solely with respect to
Series 2000-1:
(i) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 27.5%;
(ii) on any Determination Date, the Series 2000-1 Available
Subordinated Amount for the next Payment Date will be reduced to an amount
less than the Required Subordinated Amount on such Determination Date,
after giving effect to the distributions to be made on the next Payment
Date;
(iii) any Servicing Default with respect to the Series 2000-1 Notes
occurs;
(iv) any Carry-Over Amount is outstanding on six consecutive Payment
Dates;
(v) failure on the part of the Transferor, the Servicer or VCI, as
applicable, (a) to make any payment or deposit required by the Trust Sale
and Servicing Agreement or the Receivables Purchase Agreement, including
but not limited to any Transfer Deposit Amount or Adjustment Payment, on or
before the date occurring five Business Days after the date such payment or
deposit is required to be made therein; or (b) to deliver a Payment Date
Statement on the date required under the Trust Sale and Servicing Agreement
(or within the applicable grace period which will not exceed five Business
Days); (c) to comply with its covenant not to create any lien on a
Receivable; or (d) to observe or perform in any material respect any other
covenants or agreements set forth in the Trust Sale and Servicing Agreement
or the Receivables Purchase Agreement, which failure continues unremedied
for a period of 60 days after written notice of such failure;
(vi) any representation or warranty made by VCI in the Receivables
Purchase Agreement or by the Transferor in the Trust Sale and Servicing
Agreement or any information required to be given by the Transferor to the
Indenture Trustee to identify the Accounts proves to have been incorrect in
any material respect when made and continues to be incorrect in any
material respect for a period of 60 days after written notice and as a
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result the interests of the Noteholders are materially and adversely
affected; provided, however, that an Early Amortization Event shall not be
-------- -------
deemed to occur thereunder if the Transferor has repurchased the related
Receivables or all such Receivables, if applicable, during such 60 day
period in accordance with the provisions of the Trust Sale and Servicing
Agreement; and
(vii) the occurrence of an Event of Default with respect to the
Series 2000-1 Notes and the declaration that the Series 2000-1 Notes are
due and payable pursuant to Section 5.2 of the Indenture.
(b) In the case of any event described in Section 6.01(a)(iii), (v), (vi)
and (vii) above, an Early Amortization Event with respect to Series 2000-1 will
be deemed to have occurred only if, after the applicable grace period described
in such clauses, either (i) the Indenture Trustee or (ii) Series 2000-1
Noteholders holding Series 2000-1 Notes evidencing more than 50% of the
aggregate unpaid principal amount of the Series 2000-1 Notes, by written notice
to the Trust, the Transferor and the Servicer (and the Indenture Trustee, if
such notices is given by Series 2000-1 Noteholders) declare that an Early
Amortization Event has occurred as of the date of such notice.
Section 6.02 Recommencement of the Revolving Period. If any Early
--------------------------------------
Amortization Event (other than an Early Amortization Event described in Section
5.17 of the Indenture) occurs, the Revolving Period will recommence following
receipt of (i) written confirmation by each Rating Agency (other than Xxxxx'x)
that its rating of the Series 2000-1 Notes will not be withdrawn or lowered as a
result of such recommencement and (ii) the consent of Noteholders evidencing
more than 50% of the aggregate unpaid principal amount of the Series 2000-1
Notes to such recommencement, provided that no other Early Amortization Event
--------
that has not been cured or waived as described herein has occurred and the
scheduled termination of the Revolving Period has not occurred.
ARTICLE VII
Optional Repurchase
-------------------
Section 7.01 Optional Repurchase.
-------------------
(a) On any Payment Date occurring after the date on which the Invested
Amount of Series 2000-1 is reduced to $50,000,000 or less (which amount shall
equal 10% of the initial outstanding principal balance of the Series 2000-1
Notes), VCI shall have the option to redeem the Series 2000-1 Notes in whole but
not in part at a purchase price equal to the Redemption Price for such Payment
Date.
(b) VCI shall give the Indenture Trustee at least 10 days' prior
written notice of the Payment Date on which VCI intends to exercise such
purchase option. Not later than 12:00 noon, New York City time, on such Payment
Date, VCI shall deposit an amount equal to the sum of (i)
-29-
the Series 2000-1 Excess Funding Amount (in a maximum amount not exceeding the
Redemption Price) and (ii) the excess, if any, of the Redemption Price over the
amount calculated in clause (i) into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Redemption Price. The Redemption Price shall be distributed as set forth in
Section 8.01.
ARTICLE VIII
Final Distributions
-------------------
Section 8.01 Acquisition of Notes Pursuant to Section 10.1 of the
----------------------------------------------------
Indenture; Distributions pursuant to Section 7.01 of this Series Supplement or
------------------------------------------------------------------------------
Section 8.04 of the Indenture.
-----------------------------
(a) The amount to be paid by the Transferor to the Principal Distribution
Account with respect to Series 2000-1 Notes in connection with a purchase of the
Notes pursuant to Section 10.1 of the Indenture shall equal the Redemption Price
for the Payment Date on which such repurchase occurs.
(b) With respect to the Redemption Price deposited into the Collection
Account pursuant to Sections 7.01 or 8.01 of this Series Supplement or Section
10.1(b) of the Indenture, the Indenture Trustee shall, not later than 12:00 noon
(New York City time), on the Payment Date on which such amounts are deposited
(or, if such date is not a Payment Date, on the immediately following Payment
Date): (x) deposit an amount equal to the Invested Amount on such date into the
Principal Funding Account and (y) deposit an amount equal to the sum of (i)
Monthly Interest for such Payment Date, (ii) any Monthly Interest previously due
but not distributed on a prior Payment Date, (iii) the amount of Additional
Interest, if any, for such Payment Date and any Additional Interest previously
due but not distributed on a prior Payment Date, (iv) any Carryover Amount
previously due but not distributed to the Series 2000-1 Noteholders on a prior
Payment Date and (v) the amount of any Additional Carryover Amount for such
Payment Date and any Additional Carryover Amount previously due but not
distributed to the Series 2000-1 Noteholders on a prior Payment Date, in the
Collection Account with such funds designated by the Indenture Trustee as being
held for the benefit of the Series 2000-1 Noteholders.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Indenture, the entire amount deposited in the Principal Funding Account
and the Collection Account pursuant to Section 7.01 or 8.01 hereof and all other
amounts on deposit therein shall be distributed in full to the Series 2000-1
Noteholders on such date and any distribution made pursuant to paragraph (b)
above shall be deemed to be a final distribution pursuant to Section 8.4 of the
Indenture with respect to the Series 2000-1 Notes.
Section 8.02 Disposition of Principal Receivables Pursuant to Section 5.4
------------------------------------------------------------
of the Indenture.
----------------
-30-
(a) In accordance with Section 5.4 of the Indenture, in the event that
the aggregate outstanding principal amount of the Series 2000-1 Notes is greater
than zero on the Series 2000-1 Stated Maturity Date (after giving effect to
deposits and distributions otherwise to be made on such Series 2000-1 Stated
Maturity Date), upon receipt of an Opinion of Counsel to the effect that its
action will not result in the Trust being characterized as an association (or a
publicly traded partnership) taxable as a corporation, the Indenture Trustee
will sell or cause to be sold Principal Receivables (or interests therein) in an
amount such that the proceeds of such sale equal the aggregate outstanding
principal balance of, and accrued and unpaid interest on, the Series 2000-1
Notes on such Series 2000-1 Stated Maturity Date (after giving effect to such
deposits and distributions); provided, however, in no event shall such amount
-------- -------
exceed the sum of the Invested Amount and the Series 2000-1 Available
Subordinated Amount on the preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on the
Payment Date following such Determination Date). The net proceeds of such sale
and any Collections on the Principal Receivables shall be paid pro rata to the
Series 2000-1 Noteholders on the Series 2000-1 Stated Maturity Date as the final
payment of the Series 2000-1 Notes, and the Series 2000-1 Noteholders shall not
receive any additional payments with respect to the Series 2000-1 Notes.
(b) In accordance with Section 5.4 of the Indenture, in the event that
an Event of Default relating to the failure to make any required payment of
interest or principal on the Series 2000-1 Notes has occurred and the Series
2000-1 Notes have been declared due and payable, on the direction of the holders
of a majority of the aggregate outstanding principal amount of the Controlling
Class of the Series 2000-1 Notes, upon receipt of an Opinion of Counsel to the
effect that its action will not result in the Trust being characterized as an
association (or publicly traded partnership) taxable as a corporation, the
Indenture Trustee will sell or cause to be sold an interest in the Receivables
or certain Receivables in an amount such that the net proceeds of such sale
equal the aggregate outstanding principal balance of, and accrued and unpaid
interest on, the Series 2000-1 Notes then outstanding on such date; provided,
however, in no event shall such amount exceed the sum of the Invested Amount and
the Series 2000-1 Available Subordinated Amount on the preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made prior to such date). The net proceeds of such sale will be
paid pro rata to the Series 2000-1 Noteholders in an amount up to the aggregate
outstanding principal balance of and accrued and unpaid interest on the Series
2000-1 Notes and the Series 2000-1 Noteholders shall not receive any additional
payments with respect to the Series 2000-1 Notes.
ARTICLE IX
Other Series Provisions
-----------------------
Section 9.01 Additional Covenants. Except for the conveyance hereunder
--------------------
to the Indenture Trustee, the Issuer shall not sell, pledge, assign or transfer
to any other Person any rights it might have to funds on deposit in the Reserve
Account, the Principal Funding Account,
-31-
the Excess Funding Account or the Yield Supplement Account or Investment
Proceeds with respect thereto.
Section 9.02 Tax Treatment. The Issuer has entered into the Agreement
-------------
and this Series Supplement and the Series 2000-1 Notes have been issued with the
intention that the Series 2000-1 Notes will qualify under applicable tax law as
indebtedness of the Issuer secured by the Trust assets attributable to the
Series 2000-1 Notes. The Issuer, each Beneficiary and each Series 2000-1
Noteholder and Note Owner, by the acceptance of its Series 2000-1 Note or
Book-Entry Note, as applicable, agrees to treat the Series 2000-1 Notes as
indebtedness of the Issuer secured by the Trust assets attributable to the
Series 2000-1 Notes, for Federal income taxes, state and local income and
franchise taxes, Michigan Single Business tax and any other taxes imposed on or
measured by income in whole or in part.
ARTICLE X
Miscellaneous Provisions
------------------------
Section 10.01 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 10.02 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 10.03 Dealer Concentrations. So long as this Series 2000-1
---------------------
shall be outstanding, on the last day of each Collection Period, the Servicer
shall determine if the aggregate amount of Principal Receivables due from each
Dealer and each group of affiliated Dealers on such date is less than or equal
to 2% of the Pool Balance (excluding the amount on deposit in the Excess Funding
Account, if any) on such date. The Servicer shall promptly provide the Indenture
Trustee a report setting forth the basis for such determination. The Indenture
Trustee upon request from any Rating Agency will make such report available to
such Rating Agency.
Section 10.04 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 LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
-32-
IN WITNESS WHEREOF, the Residual Interestholder, the Servicer
and the Indenture Trustee have caused this Series Supplement to be duly executed
by their respective officers as of the day and year first above written.
VOLKSWAGEN CREDIT AUTO
RECEIVABLES CORPORATION,
Residual Interestholder,
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
VW CREDIT, INC., Servicer,
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION
Indenture Trustee,
By:______________________________
Name:
Title:
-33-
