EXHIBIT 4.3
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE PRINCIPAL OF THIS NOTE MAY BE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
FORM OF NOTE
Initial
REGISTERED Principal Balance:/1/
$[ ]
Note No. [ ]
CUSIP NO. [ ]
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST
FLOATING RATE DEALER LOAN
BACKED NOTES, SERIES 2000-1
Volkswagen Credit Auto Master Owner Trust, a New York common law trust
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of [ ], on
the earlier of [___________] [_____] Payment Date (the "Series 2000-1 Stated
Maturity Date") and the Redemption Date, if any, pursuant to Section 10 of the
Indenture (referred to on the reverse side hereof), unless principal on the
Notes is partially payable on a Payment Date earlier than the Series 2000-1
Stated Maturity Date and the Redemption Date on such payment date pursuant to
Section 4.06 of the Series 2000-1 Supplement, dated as of July 1, 2000 (the
"Series Supplement"), among the Issuer, VW Credit, Inc., as Servicer (the
"Servicer" or "VCI"), and Bank One, National Association, a national banking
association, as Indenture Trustee (the "Indenture Trustee"). The Issuer will pay
interest on this Note at the Note Rate, on each Payment Date until the principal
of this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the close of business on the day preceding such Payment
Date, subject to certain limitations contained in Section 4.02 of the Series
Supplement and Article 4 of the Trust Sale and Servicing Agreement (referred to
on the reverse side hereof). Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been paid,
from July [ ], 2000. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified in the Series Supplement and the Trust Sale and
Servicing Agreement.
Capitalized terms used but not defined herein are defined in Appendix A of
the Trust Sale and Servicing Agreement or the Series Supplement.
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/1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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The Notes are secured by certain assets of the Issuer consisting primarily
of wholesale (i.e., dealer floorplan) receivables (the "Receivables") generated
from time to time in the ordinary course of business in a portfolio of revolving
financing arrangements (the "Accounts") of VCI meeting certain eligibility
criteria. This note (the "Note") does not represent an interest in, or
obligation of, Volkswagen Dealer Finance, LLC (the "Transferor" or "VDF"), VCI,
Volkswagen AG, Volkswagen of America, Inc. or any affiliate thereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture, the Series 2000-1 Supplement or the
Trust Sale and Servicing Agreement or be valid for any purpose.
THIS NOTE 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.
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IN WITNESS WHEREOF, the Transferor has caused this Note to be duly executed.
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST,
By The Bank of New York, not in its individual capacity but solely
as the Owner Trustee
by
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Name:
Title:
Dated:
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INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-mentioned the Indenture.
BANK ONE, NATIONAL ASSOCIATION
as Indenture Trustee,
by
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Authorized Officer
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REVERSE OF NOTE
This certifies that Cede & Co. (the "Series 2000-1 Noteholder"), is the
registered owner of the Note which is secured by certain assets of the
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST (the "Trust") created by a Trust
Agreement, dated as of July 1, 2000, between VDF and The Bank of New York, as
Owner Trustee (the "Owner Trustee"). The Notes are issued pursuant to an
Indenture, dated as of July 1, 2000 (the "Indenture"), between the Trust and
Bank One, National Association, as Indenture Trustee (the "Indenture Trustee")
and are subject to the terms of the Indenture, the Trust Sale and Servicing
Agreement, dated as of July 1, 2000 (the "Trust Sale and Servicing Agreement"),
among VCI, VDF and the Issuer and the Series 2000-1 Supplement, dated as of July
1, 2000 (the "Series Supplement"), among the Issuer, VCI and the Indenture
Trustee.
The corpus of the Trust will include the Issuer's right, title and interest
in, to and under (a) all Receivables, all Collateral Security with respect
thereto, all monies due or to become due thereon (including all interest thereon
accruing after June 30, 2000, whether paid or payable) and all amounts received
with respect thereto and all proceeds thereof (including "proceeds" as defined
in Section 9-306 of the UCC) and Recoveries, existing in Accounts on the Initial
Cut-Off Date, generated in the Accounts after the Initial Cut-Off Date and
Receivables existing in or generated in any Accounts added to the Trust on any
Addition Date; (b) the Trust Sale and Servicing Agreement (including the rights
of VDF under the Receivables Purchase Agreement assigned to the Issuer pursuant
to the Trust Sale and Servicing Agreement); (c) all Collections; (d) all funds
on deposit in the Trust Accounts; (e) any Enhancement issued for a Series or
class of Notes; (f) a security interest in the Vehicles; and (g) any proceeds of
the foregoing (collectively, the "Collateral").
The Receivables consist of advances made directly or indirectly by VCI to
domestic automobile dealers franchised by Volkswagen of America, Inc. or other
automobile manufacturers.
The Issuer may issue one or more additional series of Notes in accordance
with the terms and conditions authorized by or pursuant to a Series Supplement.
The additional series of Notes will be secured by certain of the Trust Assets.
This Note is issued under and is subject to the terms, provisions and
conditions of the Trust Sale and Servicing Agreement, Indenture and the Series
Supplement to which, as each may be amended and supplemented from time to time,
the Noteholder by virtue of the acceptance hereof assents and is bound. Although
a summary of certain provisions of the Trust Sale and Servicing Agreement,
Indenture and Series Supplement are set forth below, this Note does not purport
to summarize the Trust Sale and Servicing Agreement, Indenture or Series
Supplement and reference is made to the Trust Sale and Servicing Agreement,
Indenture and Series Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds
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and duties evidenced hereby and the rights, duties and obligations of the
Indenture Trustee. A copy of the Trust Sale and Servicing Agreement, Indenture
and Series Supplement (without schedules and exhibits) may be requested from the
Indenture Trustee by writing to the Indenture Trustee at Bank One, N.A., ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇-0126 [[Attention: Corporate
Agency and Trust Department.]] To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Trust Sale and
Servicing Agreement.
The Transferor has entered into the Trust Sale and Servicing Agreement and
the Series Supplement and the Notes have been (or will be) issued with the
intention that the Notes will qualify under applicable law as indebtedness of
the Transferor secured by the Receivables. The Transferor, each Beneficiary and
each Noteholder and Note Owner, by the acceptance of its Note or Book-Entry
Note, as applicable, agrees to treat the Notes as indebtedness of Transferor
secured by the Receivables for Federal income taxes, state and local income, and
franchise taxes and any other taxes, Michigan Single Business tax imposed on or
measured by income.
On each Payment Date, the Indenture Trustee shall distribute to each
Noteholder at the close of business on the day preceding such Payment Date (each
a "Record Date") such Noteholder's pro rata share of such amounts on deposit in
the Collection Account and any Series Account are payable in respect of Notes
pursuant to the Trust Sale and Servicing Agreement and Series Supplement.
Distributions with respect to this Note will be made by the Indenture Trustee by
check mailed to the address of the Noteholder of record appearing on the Note
Register without the presentation or surrender of this Note or the making of any
notation thereon (except for the final distribution in respect of this Note)
except that with respect to Notes registered in the name of a Depository,
including Cede & Co., the nominee for DTC, distributions will be made in
immediately available funds. Final payment of this Note will be made only upon
presentation and surrender of this Note at the office or agency specified in the
notice of final distribution delivered by the Indenture Trustee to the
Noteholder in accordance with the Indenture.
On the 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), the
Transferor has the option, subject to the condition set forth in Section 7.01 of
the Series Supplement, to redeem the Series 2000-1 Notes. The purchase price
will be equal to the Redemption Price for such Payment Date (as defined in the
Series Supplement).
This Note does not represent an obligation of, or an interest in Volkswagen
AG, Volkswagen of America, Inc., the Transferor, the Servicer, or any affiliate
of any of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Note is limited in right of payment to certain Collections
with respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Trust Sale and Servicing Agreement and
Series Supplement.
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The Trust Sale and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Note) by the
Servicer, the Transferor and the Trust, without the consent of any of the
Noteholders, so long as any such action shall not, as evidenced by an Officer's
Certificate delivered by the Transferor, adversely affect in any material
respect the interests of any Noteholder. The Indenture Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Indenture
Trustee's rights, duties or immunities under the Trust Sale and Servicing
Agreement or otherwise. Notwithstanding anything contained therein to the
contrary, the Owner Trustee may at any time and from time to time, amend, modify
or supplement the form of Payment Date Statement.
The Trust Sale and Servicing Agreement may also be amended from time to
time (including in connection with issuance of a Supplemental Note) by the
Servicer, Transferor and the Trust with the consent of the Holders of Notes
evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the
Notes of the Series adversely affected in any material respect, for the purpose
of adding any provisions to or changing any manner or eliminating any of the
provisions of the Trust Sale and Servicing Agreement or of modifying in any
manner the rights of the Noteholders; provided, however, that no such amendment
to the Trust Sale and Servicing Agreement shall (i) reduce in any manner the
amount of or delay the timing of distributions to be made the Noteholders or
deposits of amounts to be so distributed without the consent of each affected
Noteholder; (ii) change the definition or the manner of calculating any
Noteholders' interest without the consent of each affected Noteholder; (iii)
reduce the aforesaid percentage required to consent to any such amendment
without the consent of the Noteholders; or (iv) adversely affect the rating of
any Series or class of Notes by any Rating Agency without the consent of the
holders of notes of such Series or class of Notes evidencing not less than 66-
2/3% of the aggregate unpaid principal amount of the Notes of Series or Class of
Notes.
The Issuer and Indenture Trustee may enter into one or more indenture
supplements from time to time, without the consent of any Noteholders, for any
of the following purposes: (i) to correct or amplify the description of any
property at any time subject to the lien of the Indenture; (ii) to evidence the
succession of another Person to the Issuer, and the assumption by any other
successor of the covenants of the Issuer contained in the Indenture and in this
Note; (iii) to add to the covenants of the Issuer for the benefit of the
Noteholders; (iv) to convey, transfer, assign, mortgage or pledge any property
to or with the Indenture Trustee; (v) to cure any ambiguity or to correct any
provision of the Indenture which may be inconsistent with any other provision of
the Indenture; (vi) to evidence or provide for the acceptance of the appointment
by a successor trustee with respect to the Notes; and (viii) to modify,
eliminate or add to the provisions of the Indenture to such extent as shall be
necessary to effect the qualification of the Indenture with the Trust Indenture
Act. In addition the Issuer and Indenture Trustee may enter into one or more
indenture supplements, without the consent of any Noteholders, from time to
time, so long as such supplement shall not, as evidenced by an Officer's
Certificate, adversely affect in any
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material respect the interests of any Noteholder unless such Noteholders'
consent is obtained.
The Issuer and Indenture Trustee may enter into one or more indenture
supplements from time to time with the written consent of the Holders of not
less than a majority of the principal amount of the Controlling Class of each
Series of Notes affected thereby, for the purpose of adding any provisions to or
changing any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Noteholders; provided, however, that
no such indenture supplement shall (i) reduce in any manner the amount of or
delay the timing of distributions to be made to the Noteholders or deposits of
amounts to be so distributed without the consent of each affected Noteholder;
(ii) reduce the percentage of the aggregate outstanding principal amount of the
Notes, the consent of the Holders of which is required for any such supplemental
indenture; (iii) impair the right to institute suit for the enforcement of
specified provision of the Indenture regarding payment; (iv) reduce the
percentage of the aggregate outstanding principal amount of the Notes required
to direct the Indenture Trustee to sell or liquidate the Trust Estate, if the
proceeds of such sale would be insufficient to pay the principal amount of and
accrued but unpaid interest on the outstanding Notes; (v) modify any provision
of Section 9.2 of the Indenture to decrease the required minimum percentage
necessary to approve any amendment to any provisions of this Indenture; (vi)
modify the provisions of the Indenture regarding the voting of Notes held by the
Issuer or the Transferor; or (vii) permit the creation of any Lien ranking prior
to or on a parity with the Lien of the Indenture with respect to any part of the
Trust Estate.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Note Register of the Note
Registrar upon surrender of this Note for registration of transfer at the office
or agency maintained by the Note Registrar in [[New York, New York]],
accompanied by a written instrument of transfer in form satisfactory to the Note
Registrar duly executed by the Holder hereof or such ▇▇▇▇▇▇'s attorney duly
authorized, and thereupon one or more new Notes of authorized denominations
evidencing the same aggregate fractional undivided interest will be issued to
the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations specified in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, Notes are exchangeable for new Notes of a like Series and class and
aggregate principal amount as requested by the Noteholder surrendering such
Notes. No service charge may be imposed for any such exchange but Indenture
Trustee may require payment of sum sufficient to cover a tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Indenture Trustee, the Transferor and the Note Registrar
and any agent of any of them, may treat the person in whose name this Note is
registered as the owner hereof
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for all purposes, and neither the Servicer nor the Indenture Trustee, the
Transferor and Note Registrar, nor any agent any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Indenture.
9
ASSIGNMENT
Social Security or other identifying number of assignee
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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(name and address of assignee)
the within note and all rights thereunder, and hereby irrevocably constitutes
and appoints , attorney, to transfer
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said note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
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Signature Guaranteed:
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(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Note in every
particular, without alternation, enlargement or any change whatsoever.
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