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EXHIBIT 4.2
OFFICER'S ISSUANCE CERTIFICATE
FLOATING RATE ASSET BACKED TERM NOTES, SERIES 2000-A
The undersigned hereby certifies, pursuant to the Indenture dated as of
June 29, 2000 (the "Indenture"), between Superior Wholesale Inventory Financing
Trust VI (the "Issuer" or the "Trust") and The Bank of New York, a New York
banking corporation, that there has been established pursuant to and in
conformity with resolutions duly adopted by the Board of Directors of Wholesale
Auto Receivables Corporation, a Delaware corporation (the "Seller"), a series of
Notes to be issued under and in conformity with the Indenture, which series of
Notes shall have the terms specified herein. Capitalized terms used and not
otherwise defined herein shall have the meanings specified in Appendix 1 hereto
or, if not defined therein, then shall have the meanings set forth in Part 1 of
Appendix A to the Trust Sale and Servicing Agreement, dated as of June 29, 2000,
among the Issuer, the Seller and General Motors Acceptance Corporation (the
"Trust Sale and Servicing Agreement").
1. DESIGNATION AND AGGREGATE PRINCIPAL AMOUNT.
1.1 The designation of the series of Notes is the Floating Rate Asset
Backed Term Notes, Series 2000-A (the "2000-A Term Notes"). The 2000-A
Term Notes shall be in the form set forth in Exhibit A hereto.
1.2 The aggregate principal amount of the 2000-A Term Notes which may be
authenticated and delivered under the Indenture (except for 2000-A Term
Notes authenticated and delivered upon registration and transfer of, or
in exchange for, or in lieu of, other 2000-A Term Notes pursuant to the
Indenture) is $1,250,000,000.
1.3 The 2000-A Term Notes shall be issued on the "2000-A Term Notes Closing
Date."
2. DENOMINATION, FORM, BOOK ENTRY REGISTRATION AND TRANSFER RESTRICTIONS.
2.1 DENOMINATIONS. The 2000-A Term Notes will be issued and authorized in
minimum denominations of $1,000 and in integral multiples in excess
thereof.
2.2 2000-A TERM NOTES. The 2000-A Term Notes shall initially be issued in
book-entry form pursuant to Section 2.10 of the Indenture and subject
to the terms of the Note Depository Agreement attached hereto as
Exhibit B. The 2000-A Term Notes will not be Unregistered Notes under
Section 2.15 of the Indenture.
2.3 CLEARING AGENCY. The initial Clearing Agency for the 2000-A Term Notes
shall be DTC.
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2.4 DEFINITIVE TERM NOTES.
2.4.1 No Note Owner shall receive a Definitive Term Note representing such
Note Owner's interest in a 2000-A Term Note, except as provided in
Section 2.12 of the Indenture. Unless and until Definitive Term Notes
with respect to such 2000-A Term Notes have been issued to such Note
Owner pursuant to Section 2.12 of the Indenture, with respect to such
2000-A Term Notes:
(a) the provisions of this Section 2.4 shall be in full force and
effect;
(b) the Note Registrar and the Indenture Trustee shall be entitled
to deal with the Clearing Agency for all purposes of the
Indenture (including this Officer's Issuance Certificate),
including the payment of principal of and interest on the
2000-A Term Notes and the giving of instructions or directions
hereunder), as the sole Holder of the 2000-A Term Notes and
shall have no obligation to any Note Owner;
(c) to the extent that the provisions of this Section 2.4 conflict
with any other part of the Indenture, the provisions of this
Section 2.4 shall control;
(d) the rights of such Note Owner shall be exercised only through
a Clearing Agency or a Clearing Agency Participant and unless
and until Definitive Term Notes are issued for the 2000-A Term
Notes pursuant to Section 2.12 of the Indenture, the initial
Clearing Agency shall make book-entry transfers between the
Clearing Agency Participants and receive and transmit payments
of principal of and interest on such 2000-A Term Notes to such
Clearing Agency Participants; and
(e) whenever the Indenture (including this Officer's Issuance
Certificate) requires or permits actions to be taken based
upon instructions or directions of Holders of Notes or 2000-A
Term Notes evidencing a specified percentage of the
Outstanding Amount of the Notes or the 2000-A Term Notes, the
Clearing Agency shall be deemed to represent such percentage
only to the extent that it has (i) received written
instructions to such effect from Note Owners and/or Clearing
Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the 2000-A
Term Notes and (ii) delivered such instructions to the
Indenture Trustee.
2.4.2 In the event that Definitive Term Notes are issued to the Holders of
the 2000-A Term Notes, such Definitive Term Notes shall become void in
their entirety unless presented for payment within a period of 10
years from the relevant date in respect thereof. After the date on
which a Note becomes void in its entirety, no claim may be made in
respect thereof. In this Section 2.4.2, the "relevant date" is the date
on which a payment first becomes due or (if the full amount of the
moneys payable has not been duly received by the Indenture Trustee on
or prior to such date) the date on which the full amount of such
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moneys having been so received, notice to that effect is duly given to
the Holders of the 2000-A Term Notes.
2.5 AUTHENTICATION AGENT; NOTE REGISTRAR.
2.5.1 The initial Authentication Agent for the 2000-A Term Notes will be the
Indenture Trustee.
2.5.2 The initial Note Registrar for the 2000-A Term Notes will be the
Indenture Trustee.
3. SPECIFIED SUPPORT ARRANGEMENTS.
With respect to the 2000-A Term Notes, the Specified Support
Arrangements consist of:
(a) the Basis Swap and
(b) the Cash Accumulation Reserve Fund.
4. ALLOCATION AND PAYMENT OF INTEREST.
4.1 PAYMENT OF INTEREST.
4.1.1 Interest on the outstanding principal balance of the 2000-A Term Notes
will be payable in arrears by the Trust. Interest will accrue from and
including the Initial Closing Date, or from and including the most
recent Note Payment Date on which interest has been paid, to but
excluding the current Note Payment Date. Interest accrued as of any
Note Payment Date, but not paid on such Note Payment Date, will be due
on the next Note Payment Date.
4.1.2 Except as provided in Sections 4.1.3 and 4.1.4 below, interest on the
2000-A Term Notes will accrue at a rate equal to USD Three-Month LIBOR
plus 0.13% per annum and will be payable on each Regular Note Payment
Date, and will be calculated on the basis of the Actual/360 Day Count.
4.1.3 If the 2000-A Term Notes are not paid in full on or before the Targeted
Final Payment Date, then interest thereafter will accrue on and after
the Targeted Final Payment Date at a rate equal to USD One-Month LIBOR
plus 0.13% per annum. Such interest will be payable on each Extension
Period Note Payment Date, and will be calculated on the basis of the
Actual/360 Day Count.
4.1.4 If a Rapid Amortization Event occurs, then interest on the 2000-A Term
Notes will thereafter accrue at a rate equal to USD One-Month LIBOR
plus 0.13% per annum. Such interest will be payable on each Rapid
Amortization Payment Date and will be calculated on the basis of the
Actual/360 Day Count.
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4.1.5 Notwithstanding the foregoing Sections 4.1.1 through 4.1.4, interest
will be payable from, and only to the extent of, amounts paid by the
Trust to the 2000-A Term Notes Distribution Account pursuant to Section
4.2(b)(ii)(y) hereof.
4.2 APPLICATION OF THE 2000-A TERM NOTES MONTHLY AVAILABLE AMOUNT.
(a) Pursuant to Section 4.5(c)(i) clause (2) of the Trust Sale and
Servicing Agreement, on each Monthly Distribution Date the
following funds (collectively, the "2000-A Term Notes Monthly
Available Amount") will be withdrawn by the Indenture Trustee,
based upon the Servicer's Accounting for such Monthly
Distribution Date, from the account in which such funds are
held, for application pursuant to Section 4.2(b) of this
Officer's Issuance Certificate:
(i) the Trust Interest Allocation of the 2000-A Term
Notes;
(ii) the net amount, if any, received by the Trust under
the 2000-A Term Notes Basis Swap;
(iii) all 2000-A Term Notes Distribution Principal
Subaccount Earnings;
(iv) all Cash Accumulation Account Earnings; and
(v) if a Cash Accumulation Period has commenced and is
continuing for the 2000-A Term Notes and if the
amounts specified in the foregoing subclauses (i)
through (iv) are less than the 2000-A Term Notes
Monthly Carrying Costs for such Monthly Distribution
Date, then the lowest of the following amounts:
(x) such shortfall;
(y) the Cash Accumulation Reserve Fund Release
Amount; and
(z) the amount of funds on deposit in the Cash
Accumulation Reserve Fund.
(b) The Indenture Trustee, based upon the Servicer's Accounting
for such Monthly Distribution Date, will apply the 2000-A Term
Notes Monthly Available Amount on such Monthly Distribution
Date as follows:
(i) first, the lesser of
(x) the 2000-A Term Notes Monthly Available
Amount; and
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(y) the net payment, if any, due from the Trust
under the 2000-A Term Notes Basis Swap
shall be paid to the Basis Swap Counterparty in
accordance with the terms of the 2000-A Term Notes
Basis Swap; and
(ii) second, the lesser of
(x) the 2000-A Term Notes Monthly Available
Amount remaining after application in
subclause (i) above and
(y) an amount equal to the 2000-A Term Notes
Monthly Interest Payable Amount for the
related Monthly Distribution Date
shall be transferred to the 2000-A Term Notes
Distribution Account for payment of interest on the
2000-A Term Notes.
The amounts specified pursuant to the foregoing subclauses (b)(i)(y)
and (b)(ii)(y) for a Monthly Distribution Date are the "2000-A Term
Notes Monthly Carrying Costs" for such Monthly Distribution Date. Any
shortfall of the 2000-A Term Notes Monthly Available Amount below the
2000-A Term Notes Monthly Carrying Costs for such Monthly Distribution
Date shall (i) prior to the Fully Funded Date, constitute a "Series
Shortfall" for the 2000-A Term Notes and (ii) following the Fully
Funded Date, not constitute a Series Shortfall. Any excess of the
2000-A Term Notes Monthly Available Amount for a Monthly Distribution
Date over the 2000-A Term Notes Monthly Carrying Costs for such Monthly
Distribution Date will constitute a "Remaining Interest Amount".
5. ALLOCATIONS AND PAYMENTS IN RESPECT OF PRINCIPAL.
5.1 GENERAL.
5.1.1 During the Revolving Period, until the commencement of either the
Payment Period for the 2000-A Term Notes or a Rapid Amortization Period
for the 2000-A Term Notes which is not an Early Amortization Period for
the Trust, no payments of principal on the 2000-A Term Notes shall be
required or made and Available Trust Principal shall not be set aside
for such purpose.
5.1.2 For the 2000-A Term Notes, there shall be no Required Payments or
Servicer Liquidity Advances as contemplated by Section 4.5(e) of the
Trust Sale and Servicing Agreement, and the term "Priority Payment
Amount" shall have no effect.
5.1.3 For purposes of Section 6.2(b)(iv) of the Trust Sale and Servicing
Agreement, the period of time which begins upon the commencement of a
Payment Period, Cash Accumulation
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Period or Rapid Amortization Period for the 2000-A Term Notes and which
ends upon the occurrence of the Fully Funded Date with respect to the
2000-A Term Notes shall constitute a "Daily Remittance Period."
5.1.4 During any period in which funds are being set aside or paid out in
respect of the outstanding principal balance of the 2000-A Term Notes,
no amount shall be set aside or paid to the extent that it would cause
the total amount so set aside or paid to exceed the outstanding
principal balance of the 2000-A Term Notes.
5.2 DEPOSITS OF PRINCIPAL COLLECTIONS.
5.2.1 During Payment Period. On each day during the Payment Period until the
Fully Funded Date occurs, the Servicer will instruct the Indenture
Trustee to withdraw from the Collection Account and deposit in the
2000-A Term Notes Distribution Principal Subaccount the Principal
Allocation Percentage of Available Trust Principal allocated to the
2000-A Term Notes on such day pursuant to Section 4.5(d)(i) of the
Trust Sale and Servicing Agreement.
5.2.2 During Cash Accumulation Period. On each day during a Cash
Accumulation Period until the Fully Funded Date occurs, the Servicer
will instruct the Indenture Trustee to withdraw from the Collection
Account and deposit in the Cash Accumulation Account the Principal
Allocation Percentage of Available Trust Principal allocated to the
2000-A Term Notes on such day pursuant to Section 4.5(d)(i) of the
Trust Sale and Servicing Agreement until the amount on deposit in the
Cash Accumulation Account equals the outstanding principal balance of
the 2000-A Term Notes. The Trust will use amounts in the Cash
Accumulation Account only to make payments as provided in this
Officer's Issuance Certificate.
5.2.3 During Rapid Amortization Period. During a Rapid Amortization Period,
the following will occur:
(a) Immediately upon the commencement of a Rapid Amortization
Period, the Indenture Trustee shall withdraw any amounts held
in the Cash Accumulation Account or the 2000-A Term Notes
Distribution Principal Subaccount (other than Investment
Proceeds thereon) and deposit such amounts into the 2000-A
Term Notes Distribution Account; and
(b) On each day, the Servicer shall instruct the Indenture Trustee
to withdraw from the Collection Account and deposit into the
2000-A Term Notes Distribution Account the Principal
Allocation Percentage of Available Trust Principal allocated
to the 2000-A Term Notes pursuant to the applicable clause of
Section 4.5(d) of the Trust Sale and Servicing Agreement.
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The amount of funds deposited into the 2000-A Term Notes Distribution Account
pursuant to the preceding sentence during a Collection Period or on the related
Monthly Distribution Date occurring during a Rapid Amortization Period shall
constitute the "Available Principal Funds" with respect to such Monthly
Distribution Date.
5.3 DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
5.3.1 2000-A TERM NOTES TARGETED FINAL PAYMENT DATE. On the 2000-A Term Notes
Targeted Final Payment Date, unless a Rapid Amortization Period has
earlier commenced, the Indenture Trustee shall withdraw from the 2000-A
Term Notes Distribution Principal Subaccount (or, if a Cash
Accumulation Period is then in effect, from the Cash Accumulation
Account) and pay to the Holders of the 2000-A Term Notes the lesser of:
(a) the outstanding principal balance of the 2000-A Term Notes and
(b) the amount of funds available in the 2000-A Term Notes
Distribution Principal Subaccount (or, if a Cash Accumulation
Period is then in effect, the Cash Accumulation Account) on
such Monthly Distribution Date.
5.3.2 FOLLOWING THE 2000-A TERM NOTES TARGETED FINAL PAYMENT DATE. If the
amount paid to the Holders of the 2000-A Term Notes on the 2000-A Term
Notes Targeted Final Payment Date was less than the outstanding
principal balance of the 2000-A Term Notes on the 2000- A Term Notes
Targeted Final Payment Date and if a Rapid Amortization Period is not
then in effect, then on each Monthly Distribution Date thereafter, the
Servicer shall instruct the Indenture Trustee to withdraw from the
2000-A Term Notes Distribution Principal Subaccount for payment to the
Holders of the 2000-A Term Notes the amount of the Available Trust
Principal allocated to the 2000-A Term Notes and deposited in the
2000-A Term Notes Distribution Principal Subaccount pursuant to Section
5.2.1.
5.3.3 DURING RAPID AMORTIZATION PERIOD. On each Monthly Distribution Date
related to a Rapid Amortization Payment Date, the Indenture Trustee
(based on the Servicer's Accounting for such Monthly Distribution Date)
shall apply the lesser of the Available Principal Funds for such
Monthly Distribution Date and the outstanding principal balance of the
2000-A Term Notes on the last day of the related Collection Period to
the 2000-A Term Notes Distribution Account on such Monthly Distribution
Date.
6. PAYMENT PERIOD, RAPID AMORTIZATION PERIOD AND CASH ACCUMULATION PERIOD.
6.1 PAYMENT PERIOD.
6.1.1 Unless a Cash Accumulation Period or a Rapid Amortization Period for
the 2000-A Term Notes has commenced and is continuing, the Payment
Period for the 2000-A Term Notes
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will commence upon a date that is no earlier than December 1, 2004 and
no later than March 1, 2005 (the "Latest Commencement Date"). On the
Determination Date in November 2004 and on each Determination Date
thereafter before the commencement of the Payment Period, the Servicer
will determine the date, if any, on which the Payment Period shall
commence prior to the Latest Commencement Date, by calculating the
Required Payment Period Length. The Payment Period will commence with
the first day of the Collection Period which follows the first
Determination Date on which the Required Payment Period Length is equal
to or greater than the number of full Collection Periods remaining
between such Determination Date and the Targeted Final Payment Date.
The "Required Payment Period Length" as of a Determination Date, is
calculated as follows (rounded up in all cases to the nearest whole
integer):
<TABLE>
<S> <C>
Required Outstanding Note Principal Balance + Certificate Balance
Payment Period = ------------------------------------------------------------------------------
Length Recent Minimum Daily Trust Balance x Minimum Monthly Payment Rate
</TABLE>
where, for purposes of this equation only:
"Outstanding Note Principal Balance" is the outstanding
principal balance of all 2000-A Term Notes and the outstanding
principal balance of all other Notes with scheduled Payment
Periods during the Payment Period for the 2000-A Term Notes;
"Recent Minimum Daily Trust Balance" is the minimum expected
Daily Trust Balance during the period between such
Determination Date and February 28, 2005 as determined by the
Servicer; and
"Minimum Monthly Payment Rate" is the minimum Monthly Payment
Rate during the twelve Collection Periods preceding such
Determination Date.
6.1.2 The Payment Period for the 2000-A Term Notes will terminate upon the
earliest of (i) the occurrence of a Cash Accumulation Event, (ii) the
occurrence of the Fully Funded Date, and (iii) the occurrence of a
Rapid Amortization Event.
6.1.3 If the Payment Period for the 2000-A Term Notes shall be terminated
upon the occurrence of an Early Amortization Event described in clauses
(i), (j) or (l) of Section 9.1 of the Trust Sale and Servicing
Agreement and no other Early Amortization Event has occurred, such
Payment Period shall be recommenced if the Seller elects to recommence
the Revolving Period as described in Section 9.5(a) of the Trust Sale
and Servicing Agreement. If the Payment Period for the 2000-A Term
Notes shall be terminated upon
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the commencement of the Wind Down Period prior to the Final Revolving
Period Termination Date, such Payment Period shall be recommenced, if
the Seller elects to recommence the Revolving Period as described in
Section 9.5(b) of the Trust Sale and Servicing Agreement.
6.2 RAPID AMORTIZATION PERIOD.
6.2.1 A "Rapid Amortization Period" for the 2000-A Term Notes will commence
upon the occurrence of a Rapid Amortization Event and will end upon the
earliest to occur of (i) the date on which the 2000-A Term Notes are
paid in full and (ii) the Trust Termination Date.
6.2.2 "Rapid Amortization Event" for the 2000-A Term Notes means any of the
following events:
(a) the occurrence of any of the Early Amortization Events set
forth in Sections 9.1(a), (b) and (c) of the Trust Sale and
Servicing Agreement,
(b) either the Trust or the Seller becomes required to register as
an "investment company" within the meaning of the Investment
Company Act, and
(c) on any Monthly Distribution Date, the balance in the Cash
Accumulation Reserve Fund is less than $364,584 (after giving
effect to all withdrawals and additions on such Monthly
Distribution Date).
6.3 CASH ACCUMULATION PERIOD.
6.3.1 A "Cash Accumulation Period" for the 2000-A Term Notes will commence
upon the occurrence of a Cash Accumulation Event and will terminate on
the earliest to occur of:
(a) the date on which the 2000-A Term Notes are paid in full,
(b) the occurrence of a Rapid Amortization Event for the 2000-A
Term Notes,
(c) the Trust Termination Date, and
(d) the date on which, pursuant to Section 9.5(a) of the Trust
Sale and Servicing Agreement, the Revolving Period
recommences.
6.3.2 "Cash Accumulation Event" for the 2000-A Term Notes means any of the
following events:
(a) any of the Early Amortization Events other than the Early
Amortization Events
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specified in Sections 9.1(a), (b), (c) and (o) of the Trust
Sale and Servicing Agreement, and
(b) the commencement of the Wind Down Period.
6.3.3 If a Cash Accumulation Period commences as a result of the occurrence
of an Early Amortization Event described in clauses (i), (j) or (l) of
Section 9.1 of the Trust Sale and Servicing Agreement and no other
Early Amortization Event has occurred, such Cash Accumulation Period
may be terminated, and the Revolving Period may be recommenced, if the
Seller elects to recommence the Revolving Period as described in
Section 9.5(a) of the Trust Sale and Servicing Agreement.
7. NO OPTIONAL OR MANDATORY PURCHASE OR REDEMPTION.
The 2000-A Term Notes are not subject to optional or mandatory purchase
or redemption by the Issuer, and the terms "Redemption Price" and
"Redemption Date" shall have no application to the 2000-A Term Notes.
8. CASH ACCUMULATION RESERVE FUND.
8.1 The Seller, for the benefit of the holders of the 2000-A Term Notes,
shall establish and maintain in the name of the Indenture Trustee an
Eligible Deposit Account (the "Cash Accumulation Reserve Fund"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Holders of the 2000-A Term
Notes. The Cash Accumulation Reserve Fund shall be a Designated
Account.
8.2 On the Initial Closing Date, the Seller shall deposit the Cash
Accumulation Reserve Fund Initial Deposit into the Cash Accumulation
Reserve Fund. The Seller, in its sole discretion, may at any time make
additional deposits into the Cash Accumulation Reserve Fund. If the
amounts on deposit in the Cash Accumulation Reserve Fund on any Monthly
Distribution Date (after giving effect to all deposits therein or
withdrawals therefrom on such Monthly Distribution Date) exceed the
Cash Accumulation Reserve Fund Required Amount, the Servicer shall
instruct the Indenture Trustee to distribute an amount equal to any
such excess to the Seller.
8.3 Investment Proceeds of the Cash Accumulation Reserve Fund shall not
constitute Shared Investment Proceeds.
9. CASH ACCUMULATION ACCOUNT.
9.1 The Servicer, for the benefit of the Holders of the 2000-A Term Notes,
shall establish and maintain in the name of the Indenture Trustee an
Eligible Deposit Account (the "Cash Accumulation Account"), bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Holders of the 2000-A Term Notes. The Cash
Accumulation Account shall be a Designated Account.
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9.2 Cash Accumulation Account Earnings shall not constitute Shared
Investment Proceeds.
10. 2000-A TERM NOTES DISTRIBUTION ACCOUNT.
10.1 The Servicer, for the benefit of the holders of the 2000-A Term Notes,
shall establish and maintain in the name of the Indenture Trustee an
Eligible Deposit Account (the "2000-A Term Notes Distribution
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the holders of the 2000-A
Term Notes. The 2000-A Term Notes Distribution Account shall be a
Designated Account.
10.2 Upon the commencement of the Payment Period for the 2000-A Term Notes,
the Servicer shall instruct the Indenture Trustee to establish a
subaccount of the 2000-A Term Notes Distribution Account, which
subaccount shall be known as the "2000-A Term Notes Distribution
Principal Subaccount".
10.3 Investment Proceeds from the 2000-A Term Notes Distribution Account and
the 2000-A Term Notes Distribution Principal Subaccount shall not
constitute Shared Investment Proceeds.
11. PLEDGE OF THE 2000-A TERM NOTES ACCOUNT PROPERTY.
In order to provide for timely payments in accordance with Section 4.5
of the Trust Sale and Servicing Agreement and the terms of the 2000-A
Term Notes, to assure the availability for the benefit of the 2000-A
Term Noteholders, of the amounts maintained in the Cash Accumulation
Reserve Fund, the Cash Accumulation Account, and the 2000-A Term Notes
Distribution Account, and as security for the performance by the Seller
of its obligations hereunder, the Seller on behalf of itself and its
successors and assigns (with respect to the property described in
clauses (a) and (b) below), and the Trust (with respect to the property
described in clauses (c) and (d) below), each hereby pledges to the
Indenture Trustee and its successors and assigns, all its right, title
and interest in and to:
(a) the Cash Accumulation Reserve Fund and all proceeds of the
foregoing, including, without limitation, all other amounts
and investments held from time to time in the Cash
Accumulation Reserve Fund (whether in the form of deposit
accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise),
(b) the Cash Accumulation Reserve Fund Initial Deposit and all
proceeds thereof,
(c) the Cash Accumulation Account and all proceeds of the
foregoing, including, without limitation, all other amounts
and investments held from time to time in the Cash
Accumulation Account (whether in the form of deposit accounts,
Physical
<PAGE> 12
Property, book-entry securities, uncertificated securities or
otherwise), and
(d) the 2000-A Term Notes Distribution Account and all proceeds of
the foregoing, including, without limitation, all other
amounts and investments held from time to time in the 2000-A
Term Notes Distribution Account (whether in the form of
deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise),
(collectively, the "2000-A Term Notes Account Property"), to have and
to hold all the aforesaid property, rights and privileges unto the
Indenture Trustee, its successors and assigns, in trust for the uses
and purposes, and subject to the terms and provisions, set forth in
this Officer's Issuance Certificate and in Section 4.6 of the Trust
Sale and Servicing Agreement. The Indenture Trustee shall hold and
distribute the 2000-A Term Notes Account Property in accordance with
the terms and provisions of the Trust Sale and Servicing Agreement. By
its authentication of the 2000-A Term Notes, the Indenture Trustee
acknowledges and accepts such trusts as are specified herein with
respect to the 2000-A Term Notes Account Property.
* * * *
The undersigned has read or has caused to be read the Indenture,
including the provisions of Section 2.1 and the definitions relating thereto,
and the resolutions adopted by the Board of Directors referred to above. Based
on such examination, the undersigned has, in the undersigned's opinion, made
such examination or investigation as is necessary to enable the undersigned to
express an informed opinion as to whether all conditions precedent set forth in
the Indenture and the other Basic Documents relating to the establishment of the
form and terms of a series of Notes under the Indenture have been complied with.
In the opinion of the undersigned, all such conditions precedent have been
complied with in respect of the 2000-A Term Notes.
* * * *
IN WITNESS WHEREOF, the undersigned has hereunto executed this
Officer's Issuance Certificate as of the 29th day of June, 2000.
WHOLESALE AUTO RECEIVABLES
CORPORATION
By:
------------------------------------
Name:
Title:
<PAGE> 13
APPENDIX 1
TO
OFFICER'S ISSUANCE CERTIFICATE
FOR THE 2000-A TERM NOTES
DEFINITIONS.
1. REFERENCE TO GENERAL RULE.
Capitalized terms used herein and not defined shall have the meanings
assigned to such terms in the Indenture and in Appendix A to the Trust Sale and
Servicing Agreement dated as of June 29, 2000 among General Motors Acceptance
Corporation, as Servicer, Wholesale Auto Receivables Corporation, as Seller, and
Superior Wholesale Inventory Financing Trust VI, as Issuer. All references
herein to "the Officer's Issuance Certificate" are to the Officer's Issuance
Certificate with respect to the 2000-A Term Notes, dated June 29, 2000.
2. DEFINITIONS SPECIFIC TO THE 2000-A TERM NOTES.
The following terms are defined with respect to the 2000-A Term Notes
only, are not defined in Appendix A to the Trust Sale and Servicing Agreement
and, when used in the Basic Documents, shall have the defined meanings set forth
below:
2000-A Term Notes Basis Swap: The Basis Swap dated as of the Initial
Closing Date between the Trust and GMAC, as Basis Swap Counterparty.
2000-A Term Notes Closing Date: June 29, 2000.
2000-A Term Notes Distribution Account: The account established as
provided in Section 10.1 of the Officer's Issuance Certificate.
2000-A Term Notes Distribution Principal Subaccount: The subaccount of
the 2000-A Term Notes Distribution Account established in Section 10.2 of the
Officer's Issuance Certificate.
2000-A Term Notes Distribution Principal Subaccount Earnings: For a
Monthly Distribution Date, any Investment Proceeds in respect of funds in the
2000-A Term Notes Distribution Principal Subaccount during the related
Collection Period.
2000-A Term Notes Interest Rate: The interest rate specified in
Section 4.1 of the Officer's Issuance Certificate.
<PAGE> 14
2000-A Term Notes Monthly Available Amount: The funds collectively
described as such in Section 4.2(a) of the Officer's Issuance Certificate.
2000-A Term Notes Monthly Carrying Costs: For a Monthly Distribution
Date, the amounts specified as such in Section 4.2(b) of the Officer's Issuance
Certificate.
2000-A Term Notes Monthly Interest Payable Amount: means, for any
Monthly Distribution Date, the sum of:
(m) the product of
(1) the outstanding principal balance of the 2000-A Term Notes
on the last day of the related Collection Period (or, in the case of
the initial Monthly Distribution Date, the outstanding principal
balance on the Initial Closing Date),
(2) the 2000-A Term Note Interest Rate for the related Note
Payment Date, and
(3) a fraction, the numerator of which is the number of days
elapsed from and including the prior Monthly Distribution Date (or, in
the case of the initial Monthly Distribution Date, from and including
the Initial Closing Date) to but excluding such Monthly Distribution
Date and the denominator of which is 360, and
(b) the excess of the 2000-A Term Notes Monthly Interest Payable
Amount for the prior Monthly Distribution Date over the amount of funds
that were deposited in the 2000-A Term Notes Distribution Account on
the preceding Monthly Distribution Date.
2000-A Term Notes Notional Amount: With respect to any day during a
Collection Period, the outstanding principal balance of the 2000-A Term Notes as
of such day, after giving effect to unreimbursed Trust Charge-Offs as of the
close of business on the Monthly Distribution Date during such Collection
Period.
2000-A Term Notes Targeted Final Payment Date: The Quarterly
Distribution Date in April 2005.
2000-A Term Notes Underwriting Agreement: The Note Underwriting
Agreement, dated as of June 16, 2000, among Banc of America Securities LLC,
Salomon Smith Barney Inc. and the Seller with respect to the sale of the 2000-A
Term Notes.
Available Principal Funds: Has the meaning set forth in Section 5.2.3
of the Officer's Issuance Certificate.
<PAGE> 15
Extension Period Note Payment Date: If the outstanding principal
balance of the 2000-A Term Notes is not paid in full on or before the Targeted
Final Payment Date, the 15th day of each month, or if such day is not a Business
Day, the next Business Day, commencing in the first full calendar month
following the Targeted Final Payment Date.
Stated Final Payment Date: The Quarterly Distribution Date in April
2007.
3. SPECIFICATION FOR 2000-A TERM NOTES OF TERMS DEFINED IN APPENDIX A TO
THE TRUST SALE AND SERVICING AGREEMENT.
The following terms, when used in the Indenture, the Trust Sale and
Servicing Agreement and/or other Basic Documents, with respect to the 2000-A
Term Notes, shall have the meanings set forth below (and, if used in the
Officer's Issuance Certificate, shall be used with respect to the 2000-A Term
Notes only, except where expressly indicated otherwise):
Actual/360 Day Count: For the computation of accrued interest, means
using the actual number of days elapsed during the period since the preceding
Note Payment Date and a year of 360 days.
Basis Swap: The 2000-A Term Notes Basis Swap.
Cash Accumulation Account: The account established as provided in
Section 9.1 of the Officer's Issuance Certificate.
Cash Accumulation Account Earnings: On a Monthly Distribution Date, the
investment earnings during the related Collection Period on funds deposited in
the Cash Accumulation Account, net of losses and investment expenses with
respect to such funds.
Cash Accumulation Event: Any of the events set forth as such in
Section 6.3.2 of the Officer's Issuance Certificate.
Cash Accumulation Period: A period described as such in Section 6.3.1
of the Officer's Issuance Certificate.
Cash Accumulation Reserve Fund: The account established as provided in
Section 8.1 of the Officer's Issuance Certificate.
Cash Accumulation Reserve Fund Deposit Amount: For a Monthly
Distribution Date, the excess, if any, of the Cash Accumulation Reserve Fund
Required Amount over the amount on deposit in the Cash Accumulation Reserve
Fund.
<PAGE> 16
Cash Accumulation Reserve Fund Initial Deposit: $ 17,144,000.
Cash Accumulation Reserve Fund Release Amount: On a Monthly
Distribution Date, the Cash Accumulation Reserve Fund Release Amount shall never
be less than zero and shall always equal zero except during a Cash Accumulation
Period or a Rapid Amortization Period when it shall equal an amount calculated
as follows:
<TABLE>
<S> <C>
Cash Accumulation (CAB x Applicable Rate x Actual Days ) - Interest Earned
Reserve Fund = --------------------
Release Amount 360
</TABLE>
where, for purposes of this equation only:
"Actual Days" is the actual numbers of days elapsed from and
including the prior Monthly Distribution Date (or if applicable, the
Initial Closing Date) to but excluding such Monthly Distribution Date.
"Applicable Rate" means the Interest Rate then in effect for
the 2000-A Term Notes.
"CAB" is the sum of (a) the daily average balance in the Cash
Accumulation Account and (b) the daily average balance in the 2000-A
Term Notes Principal Distribution Subaccount prior to any deposits or
withdrawals in respect of principal into or from either of such
accounts on such Monthly Distribution Date; provided that earnings on
such accounts during the related Collection Period will be excluded
from such balances.
"Interest Earned" is the sum of the Cash Accumulation Account
Earnings and the 2000-A Term Notes Distribution Principal Subaccount
Earnings during the related Collection Period.
Cash Accumulation Reserve Fund Required Amount: With respect to any
Determination Date, the sum of (1) the present value, discounted at 2.5% per
annum, of the Monthly Mismatch Amounts for each Monthly Distribution Date
following the Monthly Distribution Date for which such calculation is being made
to and including the Monthly Distribution Date preceding the Targeted Final
Payment Date, and (2) $364,584.
Daily Remittance Period: Has the meaning set forth in Section 5.1.3 of
the Officer's Issuance Certificate.
<PAGE> 17
Distribution Accounts: For the purpose of the Basic Documents, the
2000-A Term Notes Distribution Account.
Fully Funded Date: The day on which:
(a) the sum of the amount on deposit in the Cash Accumulation
Account and in the 2000-A Term Notes Distribution Principal
Subaccount for the payment of principal equals the outstanding
principal balance of the 2000-A Term Notes, or
(b) the 2000-A Term Notes have been paid in full.
Monthly Mismatch Amount: For a Monthly Distribution Date is calculated
as follows:
<TABLE>
<S> <C>
Monthly Mismatch Amount = Term Note Balance x Mismatch Rate
----------------------------
12
</TABLE>
where, for purposes of this equation only:
"Term Note Balance" is the outstanding principal balance on
the 2000-A Term Notes on the Monthly Distribution Date on which the
Cash Accumulation Reserve Fund Required Amount is being calculated
after distribution of principal on that Monthly Distribution Date, and
"Mismatch Rate" is 0.30%.
Note Payment Date: (i) Each Regular Note Payment Date, (ii) each
Extension Period Payment Date, and (iii) each Rapid Amortization Payment Date.
Noteholders' Interest: With respect to any Monthly Distribution Date,
the sum of:
(a) interest on the outstanding principal balance of the 2000-A
Term Notes on the last day of the related Collection Period
(or, in the case of the initial Monthly Distribution Date, the
outstanding principal balance on the Initial Closing Date), at
the 2000-A Term Notes Interest Rate for such Monthly
Distribution Date, computed on the basis of the Actual/360 Day
Count, and
(b) the excess of the Noteholders' Interest for the preceding
Monthly Distribution Date over the amount that was actually
deposited in the 2000-A Term Notes Distribution Account on the
preceding Monthly Distribution Date for the payment of
interest on the 2000-A Term Notes.
Payment Period: The period described as such in Section 6.1 of the
Officer's Issuance Certificate.
<PAGE> 18
Quarterly Interest Accrual Date: The 15th day of each January, April,
July and October, or if such day is not a Business Day, the next following day
which is a Business Day, commencing October 16, 2000.
Rapid Amortization Event: Any of the events set forth as such in
Section 6.2.2 of the Officer's Issuance Certificate.
Rapid Amortization Payment Date: Each Monthly Distribution Date,
commencing with the Monthly Distribution Date related to the first full calendar
month following the commencement of the Rapid Amortization Period and continuing
until the earlier of the date that the 2000-A Term Notes are paid in full or the
Trust Termination Date.
Rapid Amortization Period: The period described as such in Section
6.2.1 of the Officer's Issuance Certificate.
Regular Note Payment Date: During the Revolving Period for the Trust
and any Cash Accumulation Period, each Monthly Distribution Date occurring in
the months of January, April, July and October, commencing October 16, 2000.
Remaining Interest Amount: The amount described as such in Section 4.2
of the Officer's Issuance Certificate.
Required Payment Period Length: With respect to the Payment Period,
the period of time described in Sections 6.1.1 and 6.1.2 of the Officer's
Issuance Certificate.
Series Shortfall: The amounts designated as such in Section 4.2 of the
Officer's Issuance Certificate.
Targeted Final Payment Date: The Quarterly Distribution Date in April
2005.
Term Note Distribution Account: The 2000-A Term Notes Distribution
Account.
<PAGE> 19
EXHIBIT A
[FORM OF 2000-A TERM NOTE]
<PAGE> 20
EXHIBIT B
[FORM OF DEPOSITORY AGREEMENT]
