<PAGE>
Exhibit 99.2
RECEIVABLES PURCHASE AGREEMENT
BETWEEN
VW CREDIT, INC.
SELLER
AND
VOLKSWAGEN DEALER FINANCE, LLC
BUYER
DATED AS OF AUGUST [ ], 2000
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TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
ARTICLE I DEFINITIONS.................................................................................. 1
SECTION 1.1 Definitions.......................................................................... 1
ARTICLE II CONVEYANCE OF RECEIVABLES................................................................... 1
SECTION 2.1 Conveyance of Receivables............................................................ 1
SECTION 2.2 Representations and Warranties of VCI Relating to VCI and this Agreement............. 3
SECTION 2.3 Representations and Warranties of VCI Relating to the Receivables.................... 5
SECTION 2.4 Addition of Accounts................................................................. 6
SECTION 2.5 Covenants of VCI..................................................................... 8
SECTION 2.6 Removal of Accounts.................................................................. 9
SECTION 2.7 Removal of Receivables With Accounts................................................. 10
SECTION 2.8 Sale of Ineligible Receivables....................................................... 10
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES................................................ 10
SECTION 3.1 Acceptance of Appointment and Other Matters Relating to the Servicer................. 10
SECTION 3.2 Servicing Compensation............................................................... 10
ARTICLE IV ALLOCATION AND APPLICATION OF COLLECTIONS................................................... 11
SECTION 4.1 Allocations and Applications of Collections and Other Funds.......................... 11
ARTICLE V OTHER MATTERS RELATING TO SELLER............................................................. 11
SECTION 5.1 Merger or Consolidation of, or Assumption, of the Obligations of VCI................. 11
SECTION 5.2 VCI Indemnification of VDF........................................................... 11
SECTION 5.3 VCI Acknowledgment of Transfers to the Trust......................................... 12
ARTICLE VI TERMINATION................................................................................. 12
ARTICLE VII INTERCREDITOR PROVISIONS................................................................... 13
ARTICLE VIII MISCELLANEOUS PROVISIONS.................................................................. 13
SECTION 8.1 Amendment............................................................................ 13
SECTION 8.2 Protection of Right, Title and Interest to Receivables............................... 14
SECTION 8.3 Limited Recourse..................................................................... 15
SECTION 8.4 No Petition Covenant................................................................. 15
SECTION 8.5 GOVERNING LAW........................................................................ 15
</TABLE>
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<TABLE>
<S> <C>
SECTION 8.6 Notices.................................................................... 15
SECTION 8.7 Severability of Provisions................................................. 15
SECTION 8.8 Assignment................................................................. 15
SECTION 8.9 Further Assurances......................................................... 15
SECTION 8.10 No Waiver; Cumulative Remedies............................................. 16
SECTION 8.11 Counterparts............................................................... 16
SECTION 8.12 Third-Party Beneficiaries.................................................. 16
SECTION 8.13 Merger and Integration..................................................... 16
SECTION 8.14 Headings................................................................... 16
</TABLE>
EXHIBITS
Exhibit A Form of Assignment
Exhibit B Form of Enforceability Opinion of Counsel
Exhibit C Form of Reassignment
SCHEDULES
Schedule 1 - List of Accounts
Schedule 2 - List of Proceedings
ii
<PAGE>
RECEIVABLES PURCHASE AGREEMENT, dated as of August [ ], 2000, between
VW Credit, Inc., a Delaware corporation ("VCI"), as seller, and VOLKSWAGEN
---
DEALER FINANCE, LLC, a Delaware limited liability company ("VDF"), as buyer.
---
W I T N E S S E T H :
WHEREAS VCI in the ordinary course of its business finances the
purchase of floorplan inventory by automotive dealers thereby generating certain
payment obligations under revolving credit account agreements established with
such dealers;
WHEREAS VCI wishes to sell certain of such existing and future payment
obligations generated under such accounts from time to time to VDF;
WHEREAS VDF desires to sell such payment obligations to the Volkswagen
Credit Auto Master Owner Trust (the "Trust") pursuant to a trust sale and
-----
servicing agreement, dated as of July 1, 2000 (as the same may from time to time
be amended, supplemented or otherwise modified, the "Trust Sale and Servicing
------------------------
Agreement"), among VDF, as transferor, VCI, as servicer (in such capacity, the
---------
"Servicer") and the Trust; and
--------
WHEREAS, the Trust will pledge all such payment obligations to the
Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders.
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions. Certain capitalized terms used in this
-----------
Agreement shall have the respective meanings assigned to them in Part I of
------
Appendix A to the Trust Sale and Servicing Agreement. All references herein to
----------
"the Agreement" or "this Agreement" are to the Receivables Purchase Agreement as
it may be amended and supplemented from time to time, and all references herein
to Articles, Sections and subsections are to Articles, Sections and subsections
of this Agreement unless otherwise specified. The rules of construction set
forth in Part II of Appendix A to the Trust Sale and Servicing Agreement shall
------- ----------
be applicable to this Agreement.
ARTICLE 2
CONVEYANCE OF RECEIVABLES
SECTION 2.1 Conveyance of Receivables. By execution of this
-------------------------
Agreement, VCI does hereby sell, transfer, assign, contribute, set over and
otherwise convey, without recourse (except as expressly provided herein), to VDF
on the Initial Closing Date, in the case of the Initial Accounts,
<PAGE>
and on the applicable Addition Date, in the case of Additional Accounts, all of
its right, title and interest in, to and under the Receivables in each Account
and all Collateral Security with respect thereto owned by VCI at the close of
business on the Initial Cut-Off Date (including all interest thereon accruing
after June 30, 2000, whether paid or payable), in the case of the Initial
Accounts, and on the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and all monies due or to become due thereon and all amounts
received with respect thereto and all proceeds of all of the foregoing
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of New York) and Recoveries thereof (all such assets conveyed pursuant to
this Agreement, the "Conveyed Assets"). Subject to Article VI, prior to the
--------------- ----------
earlier of (x) the occurrence of an Early Amortization Event specified in
Section 5.17(a), (b), (c), (d), (e) or (f) of the Indenture and (y) the Trust
--------------- --- --- --- --- ---
Termination Date, as of each Business Day on which Receivables are created in
the Accounts (a "Transfer Date"), VCI does hereby sell, transfer, assign, set
-------------
over and otherwise convey (except as expressly provided herein) to VDF, all of
its right, title and interest in, to and under the Receivables in each Account
(other than any Receivables created in any Removed Account from and after the
applicable Removal Date) and all Collateral Security with respect thereto owned
by VCI at the close of business on such Transfer Date and not theretofore
conveyed to VDF, all monies due or to become due and all amounts received with
respect thereto and all proceeds of all of the foregoing (including "proceeds"
as defined in Section 9-306 of the UCC as in effect in the State of New York)
and Recoveries thereof. The foregoing sale, contribution, transfer, assignment,
set-over and conveyance and any subsequent sales, transfers, assignments, set-
overs and conveyances do not constitute, and are not intended to result in, the
creation or an assumption by VDF of any obligation of the Servicer, VCI, or any
other Person in connection with the Accounts, the Receivables or under any
agreement or instrument relating thereto, including any obligation to any
Dealers.
It is the express intent of the parties hereto that the conveyance of
the Conveyed Assets by VCI be, and be construed as, sales and contributions of
such Conveyed Assets by VCI to VDF, and not a pledge by VCI to VDF to secure a
debt or other obligations of VCI. However, in the event that, notwithstanding
the aforementioned intent of the parties, any such Conveyed Assets are held to
be the property of VCI, then it is the express intent of the parties to this
Agreement that this Agreement constitutes a "security agreement" under the UCC
and applicable law, and VCI hereby grants to VDF a first priority, continuing
lien and security interest in all right, title and interest of VCI in, to and
under the Conveyed Assets sold and contributed pursuant to this Agreement, and
all proceeds in respect thereof. VCI shall take such actions, as may be
necessary to ensure that if this Agreement were deemed to create a security
interest, such security interest would be a perfected security interest of first
priority under applicable law and will be maintained as such for the term of
this Agreement.
In connection with such sales and contributions, VCI agrees to record
and file, at its own expense, a financing statement on form UCC-1 or any other
applicable form (and continuation statements when applicable) naming VCI as
"seller" and VDF as "buyer" thereon with respect to the Receivables now existing
and hereafter created for the sale of chattel paper, general intangibles or
accounts (as defined in Sections 9-105 and 9-106 of the UCC as in effect in any
state where VCI's or the Servicer's chief executive offices or books and records
relating to the Receivables are located) meeting the requirements of applicable
law in such manner and in such jurisdictions as are necessary
2
<PAGE>
to perfect the sale, contribution and assignment of the Conveyed Assets to VDF,
and to deliver a file-stamped copy of such financing statements or other
evidence of such filing to VDF on or prior to the Initial Closing Date, in the
case of Initial Accounts, and (if any additional filing is so necessary) the
applicable Addition Date, in the case of Additional Accounts. In addition, VCI
shall cause to be timely filed in the appropriate filing office any form UCC-1
financing statement and continuation statement necessary to perfect any sale or
contribution of Conveyed Assets to VDF. VDF shall be under no obligation
whatsoever to file such financing statement, or a continuation statement to such
financing statement, or to make any other filing under the UCC in connection
with such sales. The parties hereto intend that the transfers of Receivables
effected by this Agreement be sales.
In connection with such sales and contributions, VCI further agrees,
at its own expense, on or prior to the Initial Closing Date, in the case of
Initial Accounts, the applicable Addition Date, in the case of Additional
Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a)
to indicate in its computer files that the Receivables created in connection
with the Accounts (other than Removed Accounts) have been sold, and the
Collateral Security assigned, to VDF pursuant to this Agreement and sold to the
Trust pursuant to the Trust Sale and Servicing Agreement for the benefit of the
Residual Interestholder and pledged to the Indenture Trustee under the Indenture
for the benefit of the Noteholders and the other Beneficiaries and (b) to
deliver to VDF a computer file or microfiche or written list containing a true
and complete list of all such Accounts (other than Removed Accounts) specifying
for each such Account, as of the Initial Cut-Off Date, in the case of Initial
Accounts, and the applicable Additional Cut-Off Date, in the case of Additional
Accounts (i) its account number and (ii) the aggregate amount of Principal
Receivables in such Account. Such file or list, as supplemented from time to
time to reflect Additional Accounts and Removed Accounts, shall be marked as
Schedule 1 to this Agreement and is hereby incorporated into and made a part of
----------
this Agreement. In addition, in connection with such sales or contributions, VCI
shall deliver to VDF all documents constituting "instruments" (as defined in the
UCC as in effect in the applicable jurisdiction) with such endorsements attached
as VDF may reasonably require.
In consideration for the sale of $[_________________] of Principal
Receivables, together with the Collateral Security and interest thereon,
transferred to VDF on the Initial Closing Date, VDF shall pay to VCI $[ ] in
cash. Of the remaining $[____________________] of Principal Receivables,
together with the Collateral Security and interest thereon, transferred to VDF
on the Initial Closing Date, $[20,000,000]will be deemed to be a contribution
from VCI to VDF and $[_______________________] will be deemed to be a borrowing
in that amount by VDF from VCI under the subordinated note, dated as of the same
date of this Agreement (the "VDF Subordinated Note"), given by VDF to VCI.
The purchase price for the Receivables sold by VCI to VDF on each Addition Date
and on each Transfer Date thereafter shall be a price agreed to by VDF and VCI
at the time of acquisition by VDF, which price shall not, in the opinion of VDF,
be materially less favorable to VDF than prices for transactions of a generally
similar character at the time of the acquisition taking into account the quality
of such Receivables and other pertinent factors; provided that such
consideration shall in any event not be less than reasonably equivalent value
therefor. If and to the extent that VDF shall not have funds available to pay
VCI the purchase price for the Receivables transferred, an amount equal to the
portion of the
3
<PAGE>
purchase price for such Receivables for which VDF shall not have the funds shall
be deemed to be a borrowing in the amount of such deficiency by VDF from VCI
under the VDF Subordinated Note.
SECTION 2.2 Representations and Warranties of VCI Relating to VCI and
---------------------------------------------------------
this Agreement. VCI hereby represents and warrants to VDF as of each Initial
--------------
Closing Date that:
(1) Organization and Good Standing. VCI is a corporation duly
------------------------------
organized and validly existing and in good standing under the law of the State
of Delaware and has, in all material respects, full corporate power, authority
and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement.
(2) Due Qualification. VCI is duly qualified to do business and,
-----------------
where necessary, is in good standing as a foreign corporation (or is exempt from
such requirement) and has obtained all necessary licenses and approvals in each
jurisdiction in which the conduct of its business requires such qualification
except where the failure to so qualify or obtain licenses or approvals would not
have a material adverse effect on its ability to perform its obligations
hereunder.
(3) Due Authorization. The execution and delivery of this Agreement
-----------------
and the consummation of the transactions provided for or contemplated by this
Agreement have been duly authorized by VCI by all necessary corporate action on
the part of VCI.
(4) No Conflict. The execution and delivery of this Agreement, the
-----------
performance of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof and thereof, will not conflict with, result in
any breach of any of the material terms and provisions of, or constitute (with
or without notice or lapse of time or both) a material default under, any
indenture, contract, agreement, mortgage, deed of trust, or other instrument to
which VCI is a party or by which it or its properties are bound.
(5) No Violation. The execution and delivery of this Agreement, the
------------
performance of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof and thereof applicable to VCI, will not conflict
with or violate any material Requirements of Law applicable to VCI.
(6) No Proceedings. Except as disclosed on Schedule 2 hereto, there
-------------- ----------
are no proceedings or, to the best knowledge of VCI, investigations, pending or
threatened against VCI, before any Governmental Authority (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement, (iii) seeking any determination
or ruling that, in the reasonable judgment of VCI, would materially and
adversely affect the performance by VCI of its obligations under this Agreement,
(iv) seeking any determination or ruling that would materially and adversely
affect the validity or enforceability of this Agreement or (v) seeking to affect
adversely the income tax attributes of the Trust under the United States federal
or any other applicable state, local or foreign jurisdiction's income, single
business or franchise tax systems.
4
<PAGE>
(7) All Consents Required. All appraisals, authorizations, consents,
---------------------
orders, approvals or other actions of any Person or of any governmental body or
official required in connection with the execution and delivery of this
Agreement, the performance of the transactions contemplated by this Agreement,
and the fulfillment of the terms hereof or thereof, have been obtained.
(8) Enforceability. This Agreement constitutes a legal, valid and
--------------
binding obligation of VCI enforceable against VCI in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting the enforcement of creditors' rights in general and except as
such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).
(9) Record of Accounts. As of the Initial Closing Date, in the case
------------------
of Initial Accounts, as of the applicable Addition Date, in the case of the
Additional Accounts, and, as of the applicable Removal Date, in the case of
Removed Accounts, Schedule 1 to this Agreement is an accurate and complete
----------
listing in all material respects of all the Accounts as of the Initial Cut-Off
Date, the applicable Additional Cut-Off Date or the applicable Removal Date, as
the case may be, and the information contained therein with respect to the
identity of such Accounts and the Receivables existing thereunder is true and
correct in all material respects as of the Initial Cut-Off Date, such applicable
Additional Cut-Off Date or such Removal Date, as the case may be.
(10) Valid Transfer. This Agreement or, in the case of Additional
--------------
Accounts, the related Assignment constitutes a valid sale, transfer and
assignment to VDF of all right, title and interest of VCI in the Receivables and
the Collateral Security and the proceeds thereof. Upon the filing of the
financing statements described in Section 2.1 with the Secretary of State of the
-----------
State of Michigan and, in the case of the Receivables hereafter created and the
proceeds thereof, upon the creation thereof, VDF shall have a first priority
perfected ownership interest in such property. Except as otherwise provided in
the Basic Documents, neither VCI nor any Person claiming through or under VCI
has any claim to or interest in the Owner Trust Estate or the Trust Estate.
The representations and warranties set forth in this Section 2.2 shall
-----------
survive the transfer and assignment of the Receivables to VDF. Upon discovery
by VCI or VDF of a breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other party.
In the event a breach of any of the representations and warranties set
forth in this Section 2.2 results in the obligation of VDF to redeem the Notes
-----------
pursuant to Section 2.3 of the Trust Sale and Servicing Agreement and Section
----------- -------
10.1 of the Indenture, VCI shall repurchase the Receivables and the Collateral
----
Security and pay to VDF on the Business Day preceding the date on which such
redemption of Notes is to be made an amount of cash equal to the amount VDF is
required to deposit into the Note Distribution Account pursuant to Section 2.3
-----------
of the Trust Sale and Servicing Agreement. The obligation of VCI to purchase
the retransferred Receivables pursuant to
5
<PAGE>
this Section 2.2 shall constitute the sole remedy against VCI respecting an
-----------
event of the type specified in the first sentence of this paragraph available to
VDF, the Trust and to the Noteholders (or the Indenture Trustee on behalf of the
Noteholders.)
SEC Representations and Warranties of VCI Relating to the
-----------------------------------------------------
Receivables.
(1) Representations and Warranties. VCI hereby represents and
------------------------------
warrants to VDF that:
(1) Each Receivable and all Collateral Security existing on the
Initial Closing Date or, in the case of Additional Accounts, on the
applicable Addition Date, and on each Transfer Date, has been conveyed to
VDF free and clear of any Lien (other than the Lien held by VCI subject to
Article VII hereof).
-----------
(2) With respect to each Receivable and all Collateral Security
existing on the Initial Closing Date or, in the case of Additional
Accounts, on the applicable Addition Date, and on each Transfer Date, all
consents, licenses, approvals or authorizations of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by VCI in connection with the conveyance of such
Receivable or Collateral Security to VDF have been duly obtained, effected
or given and are in full force and effect.
(3) On the Initial Cut-Off Date and each Closing Date, each Initial
Account is an Eligible Account or in the case of an Additional Account, on
the applicable Additional Cut-Off Date and subsequent Closing Date, each
Account or Additional Account is an Eligible Account.
(4) On the Initial Closing Date, in the case of the Initial Accounts,
and, in the case of the Additional Accounts, on the applicable Additional
Cut-Off Date, and on each Transfer Date, each Receivable conveyed to VDF on
such date is an Eligible Receivable or, if such Receivable is not an
Eligible Receivable, such Receivable is conveyed to VDF in accordance with
Section 2.8.
-----------
(2) Notice of Breach. The representations and warranties set forth in
----------------
this Section 2.3 shall survive the transfer and assignment of the Receivables to
-----------
VDF. Upon discovery by VCI or VDF of a breach of any of the representations and
warranties set forth in this Section 2.3, the party discovering such breach
-----------
shall give prompt written notice to the other party.
(3) Repurchase. In the event any representation or warranty under
----------
Section 2.3(a) is not true and correct as of the date specified therein with
--------------
respect to any Receivable or Account and VDF in connection therewith, is
required to purchase such Receivable or all Receivables in such Account pursuant
to Section 2.4(c) of the Trust Sale and Servicing Agreement, then within 30 days
--------------
(or such longer period as may be agreed to by VDF) of the earlier to occur of
the discovery of any such event by VCI or VDF, or receipt by VCI or VDF of
written notice of any such event given by the Owner Trustee, the Indenture
Trustee, any Agent or Enhancement Providers, VCI shall
6
<PAGE>
repurchase such Receivable or Receivables which VDF is required to accept
reassignment pursuant to the Trust Sale and Servicing Agreement on the Business
Day preceding the Determination Date on which such reassignment is to occur.
VCI shall purchase each such Receivable by making a payment to VDF in
immediately available funds on the Business Day preceding the Payment Date on
which such reassignment is to occur in an amount equal to the Purchase Price for
such Receivable. Upon payment of the Purchase Price, VDF shall automatically
and without further action be deemed to sell, transfer, assign, set over and
otherwise convey to VCI, without recourse, representation or warranty, all the
right, title and interest of VDF in and to such Receivable, all Collateral
Security and all monies due or to become due with respect thereto and all
proceeds thereof. VDF shall execute such documents and instruments of transfer
or assignment and take such other actions as shall reasonably be requested by
VCI to effect the conveyance of such Receivables pursuant to this Section. The
obligation of VCI to repurchase any such Receivable shall constitute the sole
remedy respecting the event giving rise to such obligation available to VDF, the
Trust, the Noteholders and the Residual Interestholder (or the Owner Trustee on
behalf of the Residual Interestholder or the Indenture Trustee on behalf of the
Noteholders).
SECTION 2.4 Addition of Accounts.
--------------------
(1) VCI may from time to time offer to voluntarily designate
additional Eligible Accounts to be included as Accounts, subject to the
conditions specified in paragraph (b) below. If any such offer is accepted by
--------- ---
VDF, Receivables and the related Collateral Security from such Additional
Accounts shall be sold to VDF effective on a date (the "Addition Date")
-------------
specified in a written notice provided by VCI (or the Servicer on its behalf) to
VDF and any Enhancement Providers specifying the Additional Cut-Off Date and the
Addition Date for such Additional Accounts (the "Addition Notice") on or before
---------------
the fifth Business Day but not more than the 30th day prior to the related
Addition Date (the "Notice Date").
-----------
(2) VCI shall be permitted to convey to VDF the Receivables and all
Collateral Security related thereto in any Additional Accounts designated by VCI
as such pursuant to Section 2.4(a) only upon satisfaction of each of the
--------------
following conditions on or prior to the related Addition Date; provided,
however, conditions (i), (vi), (vii) and (viii) below shall be inapplicable to
--- ---- ----- ------
Accounts designated by VDF as Automatic Additional Accounts under Section 2.5(b)
--------------
of the Trust Sale and Servicing Agreement:
(1) VCI shall provide VDF and any Enhancement Providers with a timely
Addition Notice.
(2) Such Additional Accounts shall all be Eligible Accounts.
(3) VCI shall have delivered to VDF a duly executed written assignment
(including an acceptance by VDF) in substantially the form of Exhibit A
---------
(the "Assignment")
----------
7
<PAGE>
and the computer file or microfiche or written list required to be
delivered pursuant to Section 2.1.
-----------
(4) VCI shall have delivered to VDF for deposit in the Collection
Account all Collections with respect to such Additional Accounts since the
Additional Cut-Off Date.
(5) (A) No selection procedures believed by VCI to be adverse to the
interests of VDF or the Beneficiaries were used in selecting such
Additional Accounts; (B) the list of Additional Accounts delivered pursuant
to clause (iii) above is true and correct in all material respects as of
------------
the Additional Cut-Off Date and (C) as of each of the Notice Date and the
Addition Date, neither VCI, VDF nor the Servicer are insolvent nor will
have been made insolvent by such transfer nor are aware of any pending
insolvency.
(6) After giving effect to the addition of such Additional Accounts,
(a) the results of (i) the Pool Balance minus the aggregate Invested Amount
-----
for all Series minus (ii) the outstanding principal balance of the VDF
-----
Subordinated Note is greater than or equal to (b) 4% of the Outstanding
Amount for all Notes Outstanding.
(7) The addition of the Receivables arising in such Additional
Accounts shall not result in the occurrence of an Early Amortization Event
or Investment Event.
(8) VCI shall have delivered to VDF and any Enhancement Providers a
certificate of an Executive Officer confirming the items set forth in
paragraphs (ii) through (vii) above.
--------------- -----
With respect to Automatic Additional Accounts, VCI shall deliver to
VDF and any Enhancement Providers an Opinion of Counsel for the same time
periods as the Transferor is required to deliver under Section 2.5(b) of the
Trust Sale and Servicing Agreement.
(3) VCI hereby represents and warrants as of the applicable Addition
Date as to the matters set forth in Section 2.4(b)(v) and (vii). The
----------------- -----
representations and warranties set forth in Section 2.4(b)(v) shall survive the
-----------------
sale, contribution and assignment of the respective Receivables and the related
Collateral Security to VDF. Upon discovery by VCI or VDF of a breach of any of
the foregoing representations and warranties, the party discovering the breach
shall give prompt written notice to the other party and to any Enhancement
Providers.
SECTION 2.5 Covenants of VCI. VCI hereby covenants that:
----------------
(1) No Liens. Except for the conveyances hereunder and under the
--------
other Basic Documents, VCI will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien on,
any Receivable or any Collateral Security, whether now existing or hereafter
created, or any interest therein other than a Note or the Residual Interest
(other than the Lien held by VCI subject to Article VII hereof) and VCI shall
-----------
defend the right, title and interest of VDF and the Trust in, to and under the
Receivables and the Collateral Security, whether now existing or hereafter
created, against all claims of third parties claiming through or under VCI.
8
<PAGE>
(2) Floorplan Financing Agreements and Guidelines. VCI shall comply
---------------------------------------------
with and perform its servicing obligations with respect to the Accounts and
Receivables in accordance with the applicable Floorplan Financing Agreements
relating to the Accounts and the applicable Floorplan Financing Guidelines,
except insofar as any failure to so comply or perform would not materially and
adversely affect the rights of VDF, the Trust the Residual Interestholder, the
Noteholders or any Enhancement Providers. Subject to compliance with all
Requirements of Law, VCI, in its capacity of Servicer, may change the terms and
provisions of the Floorplan Financing Agreement or the Floorplan Financing
Guidelines in any respect (including the calculation of the amount or the timing
of charge-offs and the rate of the finance charge assessed thereon) only if such
change would be permitted pursuant to Section 3.1(d) of the Trust Sale and
--------------
Servicing Agreement.
(3) Account Allocations. In the event that VCI is unable for any
-------------------
reason to transfer Receivables to VDF, then VCI agrees that it shall allocate,
after the occurrence of such event, payments on each Account with respect to the
principal balance of such Account first to the oldest principal balance of such
Account and to have such payments applied as Collections in accordance with the
terms of the Trust Sale and Servicing Agreement. The parties hereto agree that
Non-Principal Receivables, whenever created, accrued in respect of Principal
Receivables which have been conveyed to VDF and by VDF to the Trust shall
continue to be a part of the Trust notwithstanding any cessation of the transfer
of additional Principal Receivables to VDF and Collections with respect thereto
shall continue to be allocated and paid in accordance with Section 8.2 of the
-----------
Indenture.
(4) Delivery of Collections. In the event that VCI receives
-----------------------
Collections, VCI agrees to pay the Servicer or any Successor Servicer all
payments received by VCI in respect of the Receivables as soon as practicable
after receipt thereof by VCI, but in no event later than two Business Days after
the receipt by VCI thereof.
(5) Notice of Liens. VCI shall notify in writing VDF, the Owner
---------------
Trustee and the Indenture Trustee promptly after becoming aware of any Lien on
any Receivable other than the conveyances hereunder or under the Trust Sale and
Servicing Agreement or the Indenture.
(6) Compliance with Law. VCI hereby agrees to comply in all material
-------------------
respects with all Requirements of Law applicable to VCI.
SECTION 2.6 Removal of Accounts.
-------------------
(1) On each Determination Date on which Accounts, including all
amounts then held by the Trust or thereafter received by the Trust with respect
to such Accounts, are removed from the Trust pursuant to Section 2.7 of the
-----------
Trust Sale and Servicing Agreement, VDF shall be deemed to have offered to VCI
automatically and without notice to or action by or on behalf of VDF, the right
to remove Eligible Accounts from the operation of this Agreement in the manner
prescribed in Section 2.6(b).
--------------
9
<PAGE>
(2) To accept such offer and remove Accounts, including all amounts
then held by the Trust or thereafter received by the Trust with respect to such
Accounts, VCI (or the Servicer on its behalf) shall take the following actions
and make the following determinations:
(1) not less than five Business Days prior to the Removal
Commencement Date, furnish to VDF, the Owner Trustee, the Indenture
Trustee, any Enhancement Providers and the Rating Agencies a written notice
(the "Removal Notice") specifying the Determination Date (which may be the
--------------
Determination Date on which such notice is given) on which removal of one
or more Accounts (the "Designated Accounts") will commence (a "Removal
------------------- -------
Commencement Date");
-----------------
(2) determine on the Removal Commencement Date the aggregate
principal balance of Receivables in respect of each Designated Account (the
"Designated Balance");
------------------
(3) from and after such Removal Commencement Date, cease to transfer
to VDF any and all Receivables arising in such Designated Accounts;
(4) from and after the Removal Commencement Date, allocate all
Principal Collections in respect of each Designated Account, first to the
oldest outstanding principal balance of the Designated Account, until the
Determination Date on which the Designated Balance in the Designated
Account is reduced to zero (the "Removal Date");
------------
(5) on each Business Day from and after the Removal Commencement Date
to and until the related Removal Date, allocate (A) to the Trust (to be
further allocated pursuant to the Trust Sale and Servicing Agreement), Non-
Principal Collections in respect of each Designated Account for Receivables
in all Designated Accounts transferred to the Trust and (B) to the
Transferor the remainder of the Non-Principal Collections in the Designated
Accounts;
(6) represent and warrant that the removal of any Eligible Account on
any Removal Date shall not, in the reasonable belief of VCI, cause an Early
Amortization Event or Investment Event to occur;
(7) represent and warrant that no selection procedures believed by
VCI to be adverse to the interests of the Residual Interestholder, the
Noteholders or any Enhancement Providers were utilized in selecting the
Accounts to be removed;
(8) represent and warrant that the removal will not result in a
reduction or withdrawal of the rating of any outstanding Series or class of
Notes; and
(9) on or before the related Removal Date, deliver to the Indenture
Trustee and any Enhancement Provider an Officer's Certificate confirming
the items set forth in clauses (vi), (vii) and (viii) above.
------- ---- ----- ------
10
<PAGE>
(3) Subject to Section 2.6(b), and upon the satisfaction of the
------- ------
conditions therein, on the Removal Date with respect to any such Designated
Accounts, such Designated Accounts shall be deemed removed by operation of this
Agreement for all purposes (a "Removed Account"). After the Removal Date and
------- -------
upon the written request of the Servicer, VDF shall deliver to VCI a
reassignment in substantially the form of Exhibit C (the "Reassignment").
------- - ------------
SECTION 2.7 Removal of Receivables With Accounts. On any date on
------------------------------------
which the Transferor shall deliver a notice that it intends to remove any
Accounts and reassign the then existing Receivables in such Account pursuant to
Section 2.8(b) of the Trust Sale and Servicing Agreement (which date will be
deemed the Removal Commencement Date for such Account), the Transferor shall
commence the removal of such Accounts and reassign the then existing Receivables
in such Account from the Trust by taking each of the actions specified in
clauses (i) through (ix) of Section 2.6(b) for such Accounts and Receivables.
------- --- ---- ------- ------
SECTION 2.8 Sale of Ineligible Receivables. VCI shall sell to VDF
------------------------------
on each Transfer Date any and all Receivables arising in any Eligible Accounts
that are Ineligible Receivables, provided that on the Initial Cut-Off Date or,
in the case of Receivables arising in Additional Accounts, on the related
Additional Cut-Off Date, and on the applicable Transfer Date, the Account in
which such Receivables arise is an Eligible Account.
ARTICLE 3
ADMINISTRATION AND SERVICING OF RECEIVABLES
SECTION 3.1 Acceptance of Appointment and Other Matters Relating
----------------------------------------------------
to the Servicer.
---------------
(1) VCI agrees to act as the Servicer under this Agreement and the
Trust Sale and Servicing Agreement, and VDF consents to VCI acting as the
Servicer. VCI will have ultimate responsibility for servicing, managing and
making collections on the Receivables and will have the authority to make any
management decisions relating to such Receivables, to the extent such authority
is granted to the Servicer under the Basic Documents.
(2) The Servicer shall service and administer the Receivables in
accordance with the provisions of the Basic Documents.
SECTION 3.2 Servicing Compensation. As full compensation for its
----------------------
servicing activities hereunder and under the Trust Sale and Servicing Agreement,
the Servicer shall be entitled to receive the Servicing Fee on each Payment
Date. The Servicing Fee shall be paid in accordance with the terms of the Trust
Sale and Servicing Agreement.
ARTICLE 4
ALLOCATION AND APPLICATION OF COLLECTIONS
11
<PAGE>
SECTION .1 Allocations and Applications of Collections and Other
-----------------------------------------------------
Funds. The Servicer will apply all Collections with respect to the Receivables
-----
and all funds on deposit in the Collection Account as described in Article IV of
----------
the Trust Sale and Servicing Agreement and Article VIII of the Indenture.
------------
ARTICLE 5
OTHER MATTERS RELATING TO SELLER
SECTION 5.1 Merger or Consolidation of, or Assumption, of the
-------------------------------------------------
Obligations of VCI. VCI shall not consolidate with or merge into any other
------------------
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:
(1) the corporation formed by such consolidation or into which VCI is
merged or the Person which acquires by conveyance or transfer the properties and
assets of VCI substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America or any State or the
District of Columbia and, if VCI is not the surviving entity, such corporation
shall assume, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, the performance of every covenant and
obligation of VCI hereunder; and
(2) VCI has delivered to VDF, the Owner Trustee and the Indenture
Trustee an Officers' Certificate and an Opinion of Counsel each stating that
such consolidation, merger, conveyance or transfer comply with this Section 5.1
-----------
and that all conditions precedent herein provided for relating to such
transaction have been complied with.
SECTION 5.2 VCI Indemnification of VDF. VCI shall, out of its own
--------------------------
funds, indemnify and hold harmless VDF, from and against any loss, liability,
expense, claim, damage or injury suffered or sustained by reason of any acts,
omissions or alleged acts or omissions arising out of activities of VCI pursuant
to this Agreement arising out of or based on the arrangement created by this
Agreement and the activities of VCI taken pursuant thereto, including any
judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that VCI shall not indemnify VDF
-------- -------
if such acts, omissions or alleged acts or omissions constitute fraud, gross
negligence or wilful misconduct by VDF; and provided further, that VCI shall not
-------- -------
indemnify VDF for any liabilities, cost or expense of VDF with respect to any
federal, state or local income or franchise taxes (or any interest or penalties
with respect thereto) required to be paid by VDF in connection herewith to any
taxing authority. Any indemnification under this Section 5.2 shall survive the
-----------
termination of the Agreement.
SECTION 5.3 VCI Acknowledgment of Transfers to the Trust. By its
--------------------------------------------
execution of the Trust Sale and Servicing Agreement, VCI acknowledges that VDF
shall, pursuant to the Trust Sale and Servicing Agreement, transfer the
Receivables purchased hereunder and the Collateral Security to the Trust and
assign its rights associated therewith under this Agreement to the Trust,
12
<PAGE>
subject to the terms and conditions of the Trust Sale and Servicing Agreement,
and that the Trust shall in turn further pledge, assign or transfer its rights
in such property and this Agreement to the Indenture Trustee under the
Indenture.
ARTICLE 6
TERMINATION
This Agreement will terminate immediately after the Trust terminates
pursuant to the Trust Agreement. In addition, VDF shall not purchase
Receivables nor shall VCI designate Additional Accounts if VCI shall become an
involuntary party to (or be made the subject of) any proceeding provided for by
any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to VCI or relating to all or substantially
all of its property (an "Involuntary Case") and such Involuntary Case shall have
----------------
continued for a period of twenty Business Days from and including the day of
receipt by VCI at its principal corporate office of notice of such Involuntary
Case; provided that during such twenty Business Day period, VDF shall suspend
its purchase of Receivables and shall hold all Collections of Principal
Receivables that would have been available to purchase Receivables in the
Collection Account and (a) if by the first Business Day after such twenty
Business Day period, neither VCI nor VDF has obtained an order from the court
having jurisdiction of such case or filing which order approves the continuation
of the sale of Receivables by VCI to VDF and which provides that VDF and any of
its transferees (including the Owner Trustee and the Indenture Trustee) may
conclusively rely on such order for the validity and nonavoidance of such
transfer (the "Order"), VDF shall hold such Collections in the Collection
-----
Account until such time as they may be paid as elsewhere provided herein and
shall not purchase Receivables thereafter, or (b) if by such first Business Day,
VCI or VDF has obtained such Order, VCI may continue selling Receivables, and
VDF may continue purchasing Receivables, pursuant to the terms hereof, as
modified by the immediately succeeding sentence. During the period after the
twenty Business Day period described above and before the end of the 60-day
period described below, the purchase price of the Receivables transferred during
such period, notwithstanding anything in this Agreement to the contrary, shall
be paid to VCI by VDF in cash not later than the same Business Day of any sale
of Receivables. During such period, Receivables will be considered transferred
to VDF only to the extent that the purchase price therefor has been paid in cash
on the same Business Day. If an Order is obtained but subsequently is reversed
or rescinded or expires, VCI shall immediately cease selling Receivables to VDF,
and VDF shall immediately cease buying Receivables. VCI shall give prompt
written notice to each of VDF, the Owner Trustee and the Indenture Trustee
immediately upon becoming a party to an Involuntary Case. If by the first
Business Day after the 60-day period after such involuntary filing, such
Involuntary Case has not been dismissed, VDF shall not purchase thereafter
Receivables or designated Additional Accounts for transfer to the Issuer.
ARTICLE 7
INTERCREDITOR PROVISIONS
13
<PAGE>
With respect to a Dealer which is the obligor under Receivables that
have been or will be sold to VDF hereunder, VCI may be or become a lender to
such Dealer under an agreement or arrangement (a "Nonfloorplan Agreement") other
----------------------
than a Floorplan Financing Agreement pursuant to which VCI has been granted a
security interest in the same collateral (the "Common Collateral") in which the
-----------------
Floorplan Financing Agreement for such Dealer creates a security interest, which
Common Collateral may include the same Vehicle (the "Common Vehicle Collateral")
-------------------------
in which such Floorplan Financing Agreement creates a security interest. The
Common Collateral other than the related Common Vehicle Collateral is referred
to herein as the "Common Non-Vehicle Collateral." VCI agrees that with respect
to each Receivable of each such Dealer (i) the security interest in such Common
Vehicle Collateral granted to VCI pursuant to any Nonfloorplan Agreement is
junior and subordinate to the security interest created by the related Floorplan
Financing Agreement, (ii) VCI has no legal right to realize upon such Common
Vehicle Collateral or exercise its rights under the Nonfloorplan Agreement in
any manner that is materially adverse to VDF, the Trust, the Residual
Interestholder or the Noteholders in respect of the Common Vehicle Collateral
until all required payments in respect of such Receivable under the Floorplan
Financing Agreement have been paid, and (iii) in realizing upon such Common
Vehicle Collateral, neither VDF nor the Trust shall have any obligation to
protect or preserve the rights of VCI in such Common Vehicle Collateral. VDF
agrees that with respect to each Receivable of each such Dealer (a) the security
interest in such Common Non-Vehicle Collateral created by the Floorplan
Financing Agreement and hereby assigned to VDF is junior and subordinate to the
security interest therein created by the Nonfloorplan Agreement, (b) VDF has no
legal right to realize upon such Common Non-Vehicle Collateral or exercise its
rights under the Floorplan Financing Agreement in any manner that is materially
adverse to VCI until all required payments in respect of the obligation created
or secured by the Nonfloorplan Agreement have been made, and (c) in realizing on
such Common Non-Vehicle Collateral, VCI shall not be obligated to protect or
preserve the rights of VDF or the Trust in such Common Non-Vehicle Collateral.
The Trust Sale and Servicing Agreement and the Indenture shall provide that the
Trust and the Indenture Trustee on behalf of the Noteholders is subject to the
preceding sentence. If VCI in any manner assigns or transfers any rights under,
or any obligation evidenced or secured by, a Nonfloorplan Agreement, VCI shall
make such assignment or transfer subject to the provisions of this Article VII
-----------
and shall require such assignee or transferee to acknowledge that it takes such
assignment or transfer subject to the provisions of this Article VII and to
-----------
agree that it will require the same acknowledgment from any subsequent assignee
or transferee.
ARTICLE 8
MISCELLANEOUS PROVISIONS
SECTION 8.1 Amendment.
---------
(1) This Agreement may be amended from time to time (with prior
written notice to the Rating Agencies and the Indenture Trustee) by a written
amendment duly executed and delivered by VCI and VDF.
14
<PAGE>
(2) Notwithstanding anything contained herein to the contrary, this
Agreement may be amended by VCI and VDF, but without the consent of any of the
Noteholders to add, modify or eliminate such provisions as may be necessary or
advisable in order to enable (a) the transfer to Issuer of all or any portion of
the Receivables to be derecognized under generally accepted accounting
principles ("GAAP"), (b) the Trust to avoid becoming a member of Servicer's
----
consolidated group under GAAP, (c) the Transferor or any Affiliate of the
Transferor or any of their Affiliates to otherwise comply with or obtain more
favorable treatment under any law or regulation or any accounting rule or
principle or (d) the Transferor or Servicer to remove and reassign any Accounts
and/or some or all of the Receivables arising therein to the extent such removal
and reassignment would be consistent with derecognition under GAAP of the
transfer of such Receivables to the Issuer; it being a condition to any such
amendment that the Rating Agency Condition shall have been met.
SECTION 8.2 Protection of Right, Title and Interest to Receivables.
------------------------------------------------------
(1) VCI shall cause this Agreement, all amendments hereto and/or all
financing statements and continuation statements and any other necessary
documents covering VDF's right, title and interest to the Receivables and
Collateral Security (other than the Lien held by VCI subject to Article VII
-----------
hereof) relating thereto to be promptly recorded, registered and filed, and at
all times to be kept recorded, registered and filed, all in such manner and in
such places as may be required by law fully to preserve and protect the right,
title and interest of VDF hereunder. VCI shall deliver to VDF file-stamped
copies of, or filing receipts for, any document recorded, registered or filed as
provided above, as soon as available following such recording, registration or
filing. VDF shall cooperate fully with VCI in connection with the obligations
set forth above and will execute any and all documents reasonably required to
fulfill the intent of this Section 8.2(a).
--------------
(2) Within 30 days after VCI makes any change in its name, identity
or corporate structure which would make any financing statement or continuation
statement filed in accordance with Section 8.2(a) seriously misleading within
--------------
the meaning of Section 9-402(7) of the UCC as in effect in the State of Michigan
(or, if applicable, the corresponding Section of the UCC as may be in effect in
such other jurisdiction where VCI's principal executive offices or books or
records relating to the Receivables are located), VCI shall give VDF and any
Agent notice of any such change and shall file such financing statements or
amendments as may be necessary to continue the perfection of VDF's security
interest in the Receivables and the proceeds thereof.
(3) VCI will give VDF prompt written notice of any relocation of any
office at which it keeps records concerning the Receivables or of its principal
executive office and whether, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments as may be
necessary to perfect or to continue the perfection of VDF's security interest in
the Receivables and the proceeds thereof. VCI will at all times maintain its
principal executive offices within the United States of America.
15
<PAGE>
(4) VCI will deliver to VDF:
(1) upon the execution and delivery of each amendment of this
Agreement, an Opinion of Counsel to the effect specified in Exhibit B;
---------
(2) on each Addition Date on which any Additional Accounts are to be
included as the Accounts pursuant to Section 2.4 hereof, an Opinion of
-----------
Counsel as specified in Section 2.4; provided, however, that no such
----------- -------- -------
Opinion of Counsel shall be necessary in the case of Automatic Additional
Accounts as contemplated in Section 2.5 of the Trust Sale and Servicing
-----------
Agreement; and
(3) on or before April 30 of each year, beginning with April 30,
2001, an Opinion of Counsel dated as of a date during such four-month
period, substantially in the form of Exhibit B.
---------
SECTION 8.3 Limited Recourse. Notwithstanding anything to the
----------------
contrary contained herein, the obligations of VDF hereunder shall not be
recourse to VDF (or any person or organization acting on behalf of VDF or any
affiliate, officer or director of VDF), other than to any assets of VDF not
pledged to third parties or otherwise encumbered in a manner permitted by VDF's
Limited Liability Company Agreement; provided, however, that any payment by VDF
made in accordance with this Section 8.3 shall be made only after payment in
-----------
full of any amounts that VCI is obligated to deposit in the Collection Account
pursuant to this Agreement; provided further that the Noteholders shall be
-------- -------
entitled to the benefits of the subordination of the Collections allocable to
the Residual Interest to the extent provided in the Series Supplement.
SECTION 8.4 No Petition Covenant. VCI hereby covenants and agrees
--------------------
that it will not at any time institute against VDF any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
SECTION 8.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 8.6 Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be delivered as specified in Appendix B
----------
to the Trust Sale and Servicing Agreement.
SECTION 8.7 Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed enforceable to the fullest
16
<PAGE>
extent permitted, and if not so permitted, shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Notes or rights of the Noteholders.
SECTION 8.8 Assignment. Notwithstanding anything to the contrary
----------
contained herein, this Agreement may not be assigned by VCI without the prior
consent of VDF and the Trust. VDF may assign its rights, remedies, powers and
privileges under this Agreement to the Trust pursuant to the Trust Sale and
Servicing Agreement which may be assigned to the Indenture Trustee pursuant to
the Indenture.
SECTION 8.9 Further Assurances. VCI agrees to do and perform, from
------------------
time to time, any and all acts and to execute any and all further instruments
required or reasonably requested by VDF more fully to effect the purposes of
this Agreement, including the execution of any financing statements or
continuation statements relating to the Receivables for filing under the
provisions of the UCC of any applicable jurisdiction.
SECTION 8.10 No Waiver; Cumulative Remedies. No failure to exercise
------------------------------
and no delay in exercising, on the part of VDF, any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.
SECTION 8.11 Counterparts. This Agreement 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 8.12 Third-Party Beneficiaries. This Agreement will inure to
-------------------------
the benefit of and be binding upon the parties hereto, the Trust, the Owner
Trustee, the Indenture Trustee, the Noteholders, the Residual Interestholder,
the Enhancement Providers and their respective successors and permitted assigns.
Except as otherwise provided in this Agreement, no other Person will have any
right or obligation hereunder.
SECTION 8.13 Merger and Integration. Except as specifically stated
----------------------
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.
SECTION 8.14 Headings. The headings herein are for purposes of
--------
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
* * * *
17
<PAGE>
IN WITNESS WHEREOF, VCI and VDF have caused this Receivables Purchase
Agreement to be duly executed by their respective officers as of the day and
year first above written.
VW CREDIT, INC.,
Seller
By___________________________________
Name:
Title:
VOLKSWAGEN DEALER FINANCE, LLC,
Buyer
By___________________________________
Name:
Title:
<PAGE>
Schedule 1
----------
List of Accounts
19
<PAGE>
Schedule 2
----------
List of Proceedings
20
<PAGE>
EXHIBIT A
TO RPA
FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS
(As required by Section 2.4(b)(iii) of the Receivables Purchase Agreement)
-------------------
ASSIGNMENT No. ___ OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of
___________, among VOLKSWAGEN DEALER FINANCE LLC ("VDF"), as buyer, and VW
---
CREDIT, INC. ("VCI"), as seller, pursuant to the Receivables Purchase Agreement
---
referred to below.
W I T N E S S E T H :
WHEREAS, VCI and VDF are parties to a Receivables Purchase Agreement dated
as of July 1, 2000 (as amended or supplemented, the "Receivables Purchase
--------------------
Agreement"):
---------
WHEREAS, pursuant to the Receivables Purchase Agreement, VCI wishes to
designate Additional Accounts to be included as Accounts and to convey the
Receivables and Collateral Security of such Additional Accounts, whether now
existing or hereafter created, to VDF as part of the corpus of the Trust (as
each such term is defined in the Receivables Purchase Agreement); and
WHEREAS VDF is willing to accept such designation and conveyance subject to
the terms and conditions hereof;
NOW, THEREFORE, VCI and VDF hereby agree as follows:
1. Defined Terms. All capitalized terms used herein shall have the
-------------
meanings ascribed to them in Appendix A of the Trust Sale and Servicing
----------
Agreement (as amended or Supplemented, the "Trust Sale and Servicing Agreement")
----------------------------------
unless otherwise defined herein. "Addition Date" shall mean, with respect to the
Additional Accounts designated hereby, __________, _____.
2. Designation of Additional Accounts. VCI hereby delivers herewith
----------------------------------
a computer file or microfiche or written list containing a true and complete
list of all such Additional Accounts specifying for each such Account, as of the
Additional Cut-Off Date, its account number, the aggregate amount of Receivables
outstanding in such Account and the aggregate amount of Principal Receivables in
such Account. Such file or list shall, as of the date of this Assignment,
supplement Schedule 1 to the Receivables Purchase Agreement.
----------
3. Conveyance of Receivables.
-------------------------
1. VCI does hereby sell, transfer, assign, set over and otherwise
convey, without recourse (except as expressly provided in the Receivables
Purchase Agreement), to VDF, on the
A-1
<PAGE>
Addition Date all of its right, title and interest in, to and under the
Receivables in such Additional Accounts and all Collateral Security with respect
thereto, owned by VCI and existing at the close of business on the Additional
Cut-Off Date and thereafter created from time to time, all monies due or to
become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of Michigan) and Recoveries thereof. The foregoing sale, transfer,
assignment, set-over and conveyance does not constitute and is not intended to
result in the creation or an assumption by VDF of any obligation of the
Servicer, VCI or any other Person in connection with the Accounts, the
Receivables or under any agreement or instrument relating thereto, including any
obligation to any Dealers.
2. In connection with such sale, VCI agrees to record and file, at
its own expense, a financing statement on form UCC-1 (and continuation
statements when applicable) with respect to the Receivables now existing and
hereafter created for the sale of chattel paper, general intangibles or accounts
(as defined in Sections 9-105 and 9-106 of the UCC as in effect in any state
where VCI's or the Servicer's chief executive offices or books and records
relating to the Receivables are located) meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to perfect
the sale, contribution and assignment of the Receivables and the Collateral
Security to VDF, and to deliver a file-stamped copy of such financing statements
or other evidence of such filing to VDF on or prior to the Addition Date. In
addition, VCI shall cause to be timely filed in the appropriate filing office
any form UCC-1 financing statement and continuation statement necessary to
perfect any sale of Receivables to VCI. VDF shall be under no obligation
whatsoever to file such financing statement, or a continuation statement to such
financing statement, or to make any other filing under the UCC in connection
with such sale. The parties hereto intend that the sales of Receivables
effected by this Agreement be sales.
3. In connection with such sale, VCI further agrees, at its own
expense, on or prior to the Addition Date, to indicate in its computer files
that the Receivables created in connection with the Additional Accounts
designated hereby have been sold and the Collateral Security assigned to VDF
pursuant to this Assignment and sold to the Trust pursuant to the Trust Sale and
Servicing Agreement for the benefit of the Noteholders, the Residual
Interestholder and any Enhancement Providers. In addition, in connection with
such sales, VCI shall deliver within 10 days after the Addition Date to VDF all
documents constituting "instruments" (as defined in the UCC as in effect in the
applicable jurisdiction) with such endorsements attached as VDF may reasonably
require.
4. Acceptance by VDF. Subject to the satisfaction of the conditions
-----------------
set forth in Section 6 of this Assignment, VDF hereby acknowledges its
---------
acceptance of all right, title and interest to the property, now existing and
hereafter created, conveyed to VDF pursuant to Section 3(a) of this Assignment.
------------
5. Representations and Warranties of VCI. VCI hereby represents and
-------------------------------------
warrants to VDF, on behalf of the Trust, as of the date of this Assignment and
as of the Addition Date that:
1. Legal, Valid and Binding Obligation. This Assignment constitutes
-----------------------------------
a legal, valid and binding obligation of VCI, enforceable against VCI in
accordance with its terms, except
A-2
<PAGE>
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting creditors' rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a suit at law or
in equity);
2. Organization and Good Standing. VCI is a corporation duly
------------------------------
organized and validly existing and in good standing under the law of the State
of Delaware and has, in all material respects, full corporate power, authority
and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Assignment;
3. Due Qualification. VCI is duly qualified to do business and,
-----------------
where necessary, is in good standing as a foreign corporation (or is exempt from
such requirement) and has obtained all necessary licenses and approvals in each
jurisdiction in which the conduct of its business requires such qualification
except where the failure to so qualify or obtain licenses or approvals would not
have a material adverse effect on its ability to perform its obligations
hereunder;
4. Eligible Accounts. Each Additional Account designated hereby is
-----------------
an Eligible Account;
5. Selection Procedures. No selection procedures believed by VCI to
--------------------
be adverse to the interests of the Noteholders, the Residual Interestholder or
any Enhancement Providers were utilized in selecting the Additional Accounts
designated hereby;
6. Insolvency. As of the Notice Date and the Addition Date, VCI is
----------
not insolvent nor, after giving effect to the conveyance set forth in Section 3
---------
of this Assignment, will it have been made insolvent, nor is it aware of any
pending insolvency;
7. Valid Transfer. This Assignment constitutes a valid sale,
--------------
transfer and assignment to VDF of all right, title and interest of VCI in the
Receivables and the related Collateral Security and the proceeds thereof and
upon the filing of the financing statements described in Section 3 of this
---------
Assignment with the Secretary of State of the State of Michigan and other
applicable states and, in the case of the Receivables and the related Collateral
Security hereafter created and the proceeds thereof, upon the creation thereof,
VDF shall have a first priority perfected ownership interest in such property;
8. Due Authorization. The execution and delivery of this Assignment
-----------------
and the consummation of the transactions provided for or contemplated by this
Assignment have been duly authorized by VCI by all necessary corporate action on
the part of VCI;
9. No Conflict. The execution and delivery of this Assignment, the
-----------
performance of the transactions contemplated by this Assignment and the
fulfillment of the terms hereof, will not conflict with, result in any breach of
any of the material terms and provisions of, or constitute (with or without
notice or lapse of time or both) a material default under, any indenture,
contract,
A-3
<PAGE>
agreement, mortgage, deed of trust, or other instrument to which VCI is a party
or by which it or its properties are bound;
10. No Violation. The execution and delivery of this Assignment by
------------
VCI, the performance of the transactions contemplated by this Assignment and the
fulfillment of the terms hereof will not conflict with or violate any material
Requirements of Law applicable to VCI;
11. No Proceedings. Except as described in Schedule 2 hereto, there
-------------- ----------
are no proceedings or, to the best knowledge of VCI, investigations pending or
threatened against VCI before any Governmental Authority (i) asserting the
invalidity of this Assignment, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Assignment, (iii) seeking any
determination or ruling that, in the reasonable judgment of VCI, would
materially and adversely affect the performance by VCI of its obligations under
this Assignment, (iv) seeking any determination or ruling that would materially
and adversely affect the validity or enforceability of this Assignment or (v)
seeking to affect adversely the income tax attributes of the Trust under the
United States federal or any State income, single business or franchise tax
systems;
12. Record of Accounts. As of the Addition Date, Schedule 1 to this
------------------ ----------
Assignment is an accurate and complete listing in all material respects of all
the Additional Accounts as of the Additional Cut-Off Date and the information
contained therein with respect to the identity of such Accounts and the
Receivables existing thereunder is true and correct in all material respects as
of the Additional Cut-Off Date;
13. No Liens. Each Receivable and all Collateral Security existing
--------
on the Addition Date has been conveyed to VDF free and clear of any Lien;
14. All Consents Required. With respect to each Receivable and all
---------------------
Collateral Security existing on the Addition Date, all material consents,
licenses, approvals or authorizations of or registrations or declarations with
any Governmental Authority required to be obtained, effected or given by VCI in
connection with the conveyance of such Receivable or Collateral Security to the
Trust, the execution and delivery of this Assignment and the performance of the
transactions contemplated hereby have been duly obtained, effected or given and
are in full force and effect; and
15. Eligible Receivables. On the Additional Cut-Off Date, each
--------------------
Receivable conveyed to the Trust as of such date is an Eligible Receivable or,
if such Receivable is not an Eligible Receivable, such Receivable is conveyed to
VDF in accordance with Section 2.8 of the Receivables Purchase Agreement.
-----------
6. Conditions Precedent. The acceptance of VDF set forth in Section
-------------------- -------
4 of this Assignment is subject to the satisfaction, on or prior to the Addition
-
Date, of the following conditions precedent:
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<PAGE>
1. Representations and Warranties. Each of the representations and
------------------------------
warranties made by VCI in Section 5 of this Assignment shall be true and correct
---------
as of the date of this Assignment and as of the Addition Date;
2. Agreement. Each of the conditions set forth in Section 2.4(b) of
--------- --------------
the Receivables Purchase Agreement (other than Sections 2.4(b)(i) in the case of
------------------
Automatic Additional Accounts designated by VCI pursuant to Section 2.5(b) of
the Trust Sale and Servicing Agreement) applicable to the designation of the
Additional Accounts to be designated hereby shall have been satisfied; and
3. Addition Information. VCI shall have delivered to VDF such
--------------------
information as was reasonably requested by VDF to satisfy itself as to the
accuracy of the representation and warranty set forth in Section 5(d) of this
------------
Assignment.
7. Ratification of Agreement. As supplemented by this Assignment,
-------------------------
the Receivables Purchase Agreement is in all respects ratified and confirmed and
the Receivables Purchase Agreement as so supplemented by this Assignment shall
be read, taken and construed as one and the same instrument.
8. Counterparts. This Assignment may be executed in two or more
------------
counterparts (and by different parties in separate counterparts),each of which
shall be an original but all of which together shall constitute one and the same
instrument.
9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
-------------
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS OR ANY OTHER
JURISDICTION'S CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
* * * *
A-5
<PAGE>
IN WITNESS WHEREOF, VCI and VDF have caused this Assignment to be duly
executed and delivered by their respective duly authorized officers as of the
day and the year first above written.
VW CREDIT, INC.,
By:__________________________________
Name:
Title:
VOLKSWAGEN DEALER FINANCE, LLC,
By:__________________________________
Name:
Title:
<PAGE>
Schedule 1
----------
List of Accounts
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<PAGE>
Schedule 2
----------
List of Proceedings
A-8
<PAGE>
EXHIBIT B
TO RPA
FORM OF OPINION OF COUNSEL
(As required by Section 8.2(d)(i) of the Receivables Purchase Agreement)
-----------------
(1) The Amendment to the Receivables Purchase Agreement, attached hereto
as Schedule 1 (the "Amendment"), has been duly authorized, executed and
----------
delivered by VCI and constitutes the legal, valid and binding agreement
of VCI, enforceable in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally from time to time in
effect. The enforceability of VCI's obligations is also subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(2) The Amendment has been entered into in accordance with the terms and
provisions of Section 8.1 of the Receivables Purchase Agreement.
------------
B-1
<PAGE>
EXHIBIT C
TO RPA
FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVAL ACCOUNTS
(As required by Section 2.6(c) of the Receivables Purchase Agreement referred to
--------------
below)
REASSIGNMENT NO. ____ OF RECEIVABLES, dated as of______________, by and between
VOLKSWAGEN DEALER FINANCE LLC ("VDF"), as buyer, and VW CREDIT, INC. ("VCI"), as
--- ---
seller, pursuant to the Receivables Purchase Agreement referred to below.
W I T N E S S E T H:
WHEREAS VCI and VDF are parties to the Receivables Purchase Agreement dated
as of July 1, 2000 (as amended or supplemented, the "Receivables Purchase
--------------------
Agreement");
---------
WHEREAS, pursuant to the Receivables Purchase Agreement, VCI wishes to
remove all Receivables from certain Accounts and the Collateral Security thereof
(the "Removed Accounts") and to cause VDF to reconvey the Receivables of such
----------------
Removal Accounts and such Collateral Security, whether now existing or hereafter
created, and all amounts currently held by VDF or thereafter received by the
Trust in respect of such Removed Accounts, from VDF to VCI (as each such term is
defined in the Receivables Purchase Agreement); and
WHEREAS VDF is willing to accept such removal and to reconvey the
Receivables in the Removed Accounts, such Collateral Security and any related
amounts held or received by the Trust subject to the terms and conditions
hereof.
NOW, THEREFORE, VCI and VDF hereby agree as follows:
10. Defined Terms. All terms defined in the Receivables Purchase
-------------
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Removal Date" shall mean, with respect to the Removal Accounts designated
hereby, ________________, ____.
11. Notice of Removal Accounts.
--------------------------
1. Not less than five Business Days prior to the Removal Date, VCI
shall furnish to VDF, any Agent, any Enhancement Providers and the Rating
Agencies a written notice specifying
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<PAGE>
the Determination Date (which may be the Determination Date on which such notice
is given) on which removal of the Receivables of one or more Accounts will
occur, such date being a Removal Date.
2. On or before the fifth business day after the Removal Date, VCI
shall furnish to the Owner Trustee and the Indenture Trustee a computer file,
microfiche list or other list of the Removed Accounts that were removed on the
Removal Date, specifying for each Removed Accounts as of the date of the Removal
Notice its number, the aggregate amount outstanding in such Removed Accounts and
the aggregate amount of Principal Receivables therein and represent that such
computer file, microfiche list or other list of the Removed Accounts is true and
complete in all material respects. Such file or list shall be marked as
Schedule 1 to this Reassignment and shall be incorporated into and made a part
----------
of this Reassignment as of the Removal Date and shall amend Schedule 1 to the
----------
Receivables Purchase Agreement.
12. Conveyance of Receivables and Accounts.
--------------------------------------
1. VDF does hereby transfer, assign, set over and otherwise convey
to VCI, without recourse, representation or warranty on and after the Removal
Date, all right, title and interest of the Trust in, to and under all
Receivables now existing at the close of business on the Removal Date and
thereafter created from time to time until the termination of the Trust in
Removed Accounts designated hereby, all Collateral Security thereof, all monies
due or to become due and all amounts received with respect thereto (including
all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the
UCC as in effect in the State of Michigan and Recoveries) thereof relating
thereto.
2. If requested by VCI, in connection with such transfer, VDF agrees
to execute and deliver to VCI on or prior to the date of this Reassignment, a
termination statement with respect to the Receivables existing at the close of
business on the Removal Date and thereafter created from time to time and
Collateral Security thereof in the Removed Accounts reassigned hereby (which may
be a single termination statement with respect to all such Receivables and
Collateral Security) evidencing the release by the Trust of its lien on the
Receivables in the Removed Accounts and the Collateral Security, and meeting the
requirements of applicable state law, in such manner and such jurisdictions as
are necessary to remove such lien.
13. Acceptance by VDF. VDF hereby acknowledges that, prior to or
-----------------
simultaneously with the execution and delivery of this Reassignment, VCI
delivered to VDF the computer file or such microfiche or written list described
in Section 2(b) of this Reassignment.
------------
14. Representations and Warranties of VCI. VCI hereby represents and
-------------------------------------
warrants to VDF as of the date of this Reassignment and as of the Removal Date:
1. Legal, Valid and Binding Obligation. This Reassignment
-----------------------------------
constitutes a legal, valid and binding obligation of VCI, enforceable against
VCI in accordance with its terms except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization,
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<PAGE>
moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights generally and except as such enforceability may
be limited by general principles of equity (whether considered in a suit at law
or in equity);
2. No Early Amortization Event or Investment Event. The removal of
-----------------------------------------------
the Accounts hereby removed shall not, in the reasonable belief of VCI, cause an
Early Amortization Event or Investment Event to occur or cause the Pool Balance
to be less than the Required Pool Balance;
3. Selection Procedures. No selection procedures believed by VCI to
--------------------
be adverse to the interests of the Noteholders, Residual Interestholder or any
Enhancement Providers were utilized in selecting the Accounts to be removed; and
4. True and Complete List. The list of Removed Accounts described
----------------------
in Section 2(b) of this Assignment is, as of the Removal Date, true and complete
------------
in all material respects.
Provided, however, that in the event that the removal on such Removal Date
relates solely to Ineligible Accounts, VCI shall be deemed to make only the
representations and warranties contained in paragraph 5(a) above.
--------------
15. Condition Precedent. In addition to the conditions precedent set
-------------------
forth in Section 2.6 of the Receivables Purchase Agreement, the obligation of
-----------
VDF to execute and deliver this Reassignment is subject to VCI having delivered
on or prior to the Removal Date to VDF, any Agent, the Owner Trustee, the
Indenture Trustee and any Enhancement Providers an Officers` Certificate
certifying that (i) as of the Removal Date, all requirements set forth in
Section 2.6 of the Receivables Purchase Agreement for removing such Accounts and
-----------
reconveying the Receivables of such Removal Accounts and the Collateral
Security, whether existing at the close of business on the Removal Date or
thereafter created from time to time until the termination of the Trust, have
been satisfied, and (ii) each of the representations and warranties made by VCI
in Section 5 hereof is true and correct as of the date of this Reassignment and
---------
as of the Removal Date. VDF may conclusively rely on such Officers'
Certificate, shall have no duty to make inquiries with regard to the matters set
forth therein and shall incur no liability in so relying.
16. Ratification of Agreement. As supplemented by this Reassignment,
-------------------------
the Receivables Purchase Agreement as so supplemented by this Reassignment shall
be read, taken and construed as one and the same instrument.
17. Counterparts. This Reassignment 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 shall constitute one and the same
instrument.
18. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS OR
ANY OTHER JURISDICTION'S CONFLICT OF LAW PROVISIONS,
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<PAGE>
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
* * * *
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<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Reassignment to be
duly executed and delivered by their respective duly authorized officer on the
day and year first above written.
VW CREDIT, INC.
By:____________________________________
Name:
Title:
VOLKSWAGEN DEALER FINANCE, LLC
By:____________________________________
Name:
Title:
