1-NY/1048462.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 1999
Bombardier Credit Receivables Corporation
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(Exact name of registrant specified in Charter)
on behalf of
Bombardier Receivables Master Trust I
(Issuer with respect to the Floating Rate Class A Asset Backed Certificates,
Series 1997-1 and the Floating Rate
Class B Asset Backed Certificates, Series 1997-1)
Delaware 33-69282 03-0340600
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1600 Mountain View Drive 05446
Colchester, Vermont
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (802) 655-2824
Not Applicable
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(Former name and former address, if changed since last report)
<PAGE>
ITEM 5. Other Events
On October 19, 1999, Bombardier Credit Receivables Corporation, as
Depositor (the "Depositor"), Bombardier Capital Inc., as Servicer (the
"Servicer") and Bankers Trust Company, as Trustee (the "Trustee") entered into
(i) Amendment Number 2 to the Pooling and Servicing Agreement dated as of
January 1, 1994 among the Depositor, the Servicer and the Trustee and amended by
Amendment Number 1 dated as of January 1, 1997 (the "Pooling Agreement") and
(ii) Amendment Number 3 to the Pooling Agreement. On October 19, 1999, the
Depositor and the Servicer entered into an Election which adjusted certain
percentages set forth in the definition of "Designated Manufacturer
Overconcentrations" and the definition of "Industry Overconcentrations" in the
Series 1997-1 Supplement to the Pooling Agreement dated as of January 1, 1997
(the "Series 1997-1 Supplement") among the Depositor, the Servicer and the
Trustee in accordance with the terms of the Series 1997-1 Supplement.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(99.1) Amendment Number 2 to the Pooling Agreement.
(99.2) Amendment Number 3 to the Pooling Agreement.
(99.3) Election under the Series 1997-1 Supplement.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION
Date: October 19, 1999 By: /s/ James Dolan
------------------
Name: James Dolan
Title: Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
(99.1) Amendment Number 2 to the Pooling Agreement.
(99.2) Amendment Number 3 to the Pooling Agreement.
(99.3) Election under the Series 1997-1 Supplement.
1-NY/1014587.3
EXHIBIT 99.1
EXECUTION COPY
BOMBARDIER CREDIT RECEIVABLES CORPORATION
Depositor
BOMBARDIER CAPITAL INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
Bombardier Receivables Master Trust I
AMENDMENT NUMBER 2
Dated as of October 19, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
<PAGE>
Amendment Number 2 dated as of October 19, 1999 (this
"Amendment") to the Pooling and Servicing Agreement dated as of January 1, 1994,
as amended by Amendment Number 1 dated as of January 1, 1997 (as amended by
Amendment Number 1, the "Agreement"), each among Bombardier Credit Receivables
Corporation (the "Depositor"), a Delaware corporation, as Depositor, Bombardier
Capital Inc. ("BCI"), a Massachusetts corporation, as Servicer, and Bankers
Trust Company, a New York banking corporation, as Trustee.
WHEREAS, Section 13.01 of the Agreement provides that, under
the circumstances and subject to the conditions set forth therein, the Agreement
may be amended from time to time and, in accordance therewith, by the execution
and delivery of this Amendment, the parties hereby amend the Agreement to the
extent and on the terms set forth in this Amendment.
WHEREAS, the Depositor and BCI have entered into a Series
1997-1 Supplement dated as of January 1, 1997 among the Depositor, BCI and
Bankers Trust Company, as Trustee (the "Series 1997-1 Supplement");
WHEREAS, the Depositor and BCI have entered into a Series
1996-1 Supplement dated as of May 14, 1996 among the Depositor, BCI and Bankers
Trust Company, as Trustee (as amended and restated on April 16, 1997 and as
thereafter amended, the "Series 1996-1 Supplement");
WHEREAS, the Depositor and BCI have entered into a Series
1997-2 Supplement dated as of December 10, 1997 among the Depositor, BCI and
Bankers Trust Company, as Trustee (as amended, the "Series 1997-2 Supplement");
and
WHEREAS, (i) with respect to the Series 1997-1 Supplement, an
opinion of counsel for the Depositor has been delivered to the Trustee, (ii)
with respect to the Series 1996-1 Supplement, the Administrative Agent (as
defined therein) has consented to this Amendment, and (iii) with respect to the
Series 1997-2 Supplement, the Administrative Agent (as defined therein) has
consented to this Amendment.
In consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders and the other Beneficiaries to the extent
provided herein:
ARTICLE I
Definitions
SECTION 1.01. Cross Reference to Definitions in Agreement.
Capitalized terms used in this Amendment and not defined herein or amended by
the terms of this Amendment shall have the meaning assigned to such terms in the
Agreement.
SECTION 1.02. Terms Confined to this Amendment.
Whenever used in this Amendment, the following words shall have
the following meanings:
"Amendment" shall mean this Amendment Number 2 dated as of
October 19, 1999 to the Agreement, as such Amendment Number 2 may be modified,
amended and supplemented hereafter.
"Series 1997-1 Certificates" shall mean those Certificates
issued pursuant to the Supplement to the Agreement designated as the Series
1997-1 Supplement dated as of January 1, 1997, as modified, amended and
supplemented from time to time.
"Series 1997-1 Final Payment Date" shall mean the date on
which the full amount of the principal amount of the Series 1997-1 Certificates
and all interest accrued thereon have been paid in full.
ARTICLE II
Amendments to Definitions
SECTION 2.01. As of the Series 1997-1 Final Payment Date, the
definition of "Defaulted Receivables" shall be amended to read as follows:
"Defaulted Receivables" shall mean, for any Collection Period,
without duplication, (a) all Receivables (other than Receivables that were
designated as Ineligible Receivables at the time of transfer to the Trust) in an
Account which are charged off by the Servicer as uncollectible in respect of the
immediately preceding Collection Period, (b) all Receivables that have been SAU
for more than 90 days, and (c) all Receivables which were Eligible Receivables
when transferred to the Trust on the initial Closing Date or the related
Addition Date or on their respective Transfer Date, which arose in an Account
that thereafter became an Ineligible Account and which were not Eligible
Receivables for any six consecutive Distribution Dates (inclusive of the
Distribution Date on which such determination is being made) after such Account
became an Ineligible Account. Receivables will not be Defaulted Receivables
merely because they become Ineligible Receivables.
ARTICLE III
Miscellaneous
SECTION 3.01. Counterparts. This Amendment 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 3.02. Headings. The headings herein are for purposes
of reference only and shall not otherwise affect the
meaning or interpretation or any provision hereof.
SECTION 3.03. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and conditions
of the Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Agreement,
as amended by this Amendment, as though the terms and obligations of the
Agreement were set forth herein.
SECTION 3.04. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicer and the
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year specified on the signature page hereof.
BOMBARDIER CREDIT RECEIVABLES CORPORATION, Depositor
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
BOMBARDIER CAPITAL INC., Servicer
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
<PAGE>
BANKERS TRUST COMPANY, Trustee
<PAGE>
By: /s/ Franco B. Talavera
Name: Franco B. Talavera
Title: Assistant Vice President
<PAGE>
Consented to by:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
as defined in the Series 1996-1 Supplement, and as
attorney-in-fact for the Delaware Funding Corporation as APA
Purchaser under that Asset Purchase Agreement dated as of May 14,
1996, as amended
By: /s/ Janine D. Marsini
Name: Janine D. Marsini
Title: Vice President
Consented to by:
ABN AMRO BANK N.V., as Administrative Agent
By: /s/ Therese M. Grenley
Name: Therese M. Grenley
Title: Vice President
Consented to by:
BOMBARDIER CREDIT RECEIVABLES CORPORATION, as holder of the Variable Funding
Certificate
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: Jean O'Neill
Name: Jean O'Neill
Title: Secretary
1-NY/1028567.2
EXHIBIT 99.2
EXECUTION COPY
BOMBARDIER CREDIT RECEIVABLES CORPORATION
Depositor
BOMBARDIER CAPITAL INC.
Servicer
and
BANKERS TRUST COMPANY
Trustee
Bombardier Receivables Master Trust I
AMENDMENT NUMBER 3
Dated as of October 19, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1994
<PAGE>
Amendment Number 3 dated as of October 19, 1999 (this
"Amendment") to the Pooling and Servicing Agreement dated as of January 1, 1994,
as amended by Amendment Number 1 dated as of January 1, 1997 and by Amendment
Number 2 dated as of October 19, 1999 (as amended by Amendment Number 1 and
Amendment Number 2, the "Agreement"), each among Bombardier Credit Receivables
Corporation, a Delaware corporation, as Depositor, Bombardier Capital Inc.
("BCI"), a Massachusetts corporation, as Servicer, and Bankers Trust Company, a
New York banking corporation, as Trustee (the "Trustee").
WHEREAS, as set forth in the definition "Eligible Receivables"
such definition may be amended without complying with the terms of Section 13.01
of the Agreement if (i) BCI delivers to the Trustee a certificate of an
authorized officer (the "Officer's Certificate") stating that, in the reasonable
belief of BCI, such amendment will not, at the date of such amendment adversely
affect, in a material way, the interest of the Certificateholders and (ii) the
Rating Agency condition is satisfied.
WHEREAS, (i) the Officer's Certificate has been delivered and
evidence thereof is attached to this Amendment and (ii) the Rating Agency
condition has been satisfied and evidence thereof is attached to this Amendment.
In consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders and the other Beneficiaries to the extent
provided herein:
ARTICLE I
Definitions
SECTION 1.01. Cross Reference to Definitions in Agreement.
Capitalized terms used in this Amendment and not defined herein or amended by
the terms of this Amendment shall have the meaning assigned to such terms in the
Agreement.
SECTION 1.02. Terms Confined to this Amendment.
Whenever used in this Amendment, the following words shall have
the following meanings:
"Amendment" shall mean this Amendment Number 3 dated as of
October 19, 1999 to the Agreement, as such Amendment Number 3 may be modified,
amended and supplemented hereafter.
ARTICLE II
Amendments to Definitions
SECTION 2.01. As of October 19, 1999 the definition of "Eligible Receivable"
shall be amended to delete the
following:
that "Eligible Receivables" shall not include any Domestic
Inventory Receivables that have not been paid in full within 491 days following
the origination thereof, subject, however, to the limitation that, for the
period from January 23, 1997 through May 31, 1998, with respect to Domestic
Inventory Receivables included in the Pool Balance on January 23, 1997, no more
than 10% of the aggregate principal balance of such Domestic Inventory
Receivables will be excluded from Eligible Receivables pursuant to this proviso,
and subject further to the limitation that, with respect to each Origination
Period commencing on or after June 1, 1998, no more than 10% of the aggregate
principal balance of Domestic Inventory Receivables originated and transferred
to the Trust during the four month period commencing 16 months prior to each
Origination Period will be excluded from Eligible Receivables pursuant to this
proviso;
provided further,
ARTICLE III
Miscellaneous
SECTION 3.01. Counterparts. This Amendment 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 3.02. Headings. The headings herein are for purposes
of reference only and shall not otherwise affect the
meaning or interpretation or any provision hereof.
SECTION 3.03. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and conditions
of the Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Agreement,
as amended by this Amendment, as though the terms and obligations of the
Agreement were set forth herein.
SECTION 3.04. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicer and the
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year specified on the signature page hereof.
BOMBARDIER CREDIT RECEIVABLES CORPORATION, Depositor
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
BOMBARDIER CAPITAL INC., Servicer
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
BANKERS TRUST COMPANY, Trustee
By: /s/ Franco B. Talavera
Name: Franco B. Talavera
Title: Assistant Vice President
<PAGE>
Consented to by:
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent under
that Series 1996-1
Supplement dated as of May
14, 1996, among the
Depositor, BCI and the
Trustee as amended and
restated on April 16, 1997
and as thereafter amended
and as attorney-in-fact for
the Delaware Funding
Corporation as APA
Purchaser under that Asset
Purchase Agreement dated
May 14, 1996 as amended
By: /s/ Janine D. Marsini
Name: Janine D. Marsini
Title: Vice President
Consented to by:
ABN AMRO BANK N.V., as Administrative Agent
By: /s/ Therese M. Grenley
Name: Therese M. Grenley
Title: Vice President
Consented to by:
BOMBARDIER CREDIT RECEIVABLES CORPORATION, as holder of the Variable Funding
Certificate
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
1-NY/1014687.2
EXHIBIT 99.3
EXECUTION COPY
This election (the "Election") is made as of October 19, 1999
by Bombardier Credit Receivables Corporation, a Delaware corporation (the
"Depositor") and Bombardier Capital Inc., a Massachusetts conformation (the
"Servicer").
WHEREAS, the Depositor and the Servicer have entered into a
Series 1997-1 Supplement dated as of January 1, 1997 among the Depositor, the
Servicer and Bankers Trust Company, as Trustee (the "Series 1997-1 Supplement");
WHEREAS, the Depositor and the Servicer have entered into a
Series 1996-1 Supplement dated as of May 14, 1996 among the Depositor, the
Servicer and Bankers Trust Company, as Trustee (as amended and restated on April
16, 1997 and as thereafter amended, the "Series 1996-1 Supplement");
WHEREAS, the Depositor and the Servicer have entered into a
Series 1997-2 Supplement dated as of December 10, 1997 among the Depositor, the
Servicer and Bankers Trust Company, as Trustee (as amended, the "Series 1997-2
Supplement," and together with the Series 1997-1 Supplement and the Series
1996-1 Supplement, the "Supplements");
WHEREAS, the percentage set forth in the definition of
"Designated Manufacturer Overconcentrations" and the percentages set forth in
the definition of "Industry Overconcentrations" may be adjusted pursuant to the
terms of the respective Supplements; and
WHEREAS, (i) with respect to the Series 1997-1 Supplement, the
Rating Agency Condition has been satisfied and evidence thereof is attached to
this Election, (ii) with respect to the Series 1996-1 Supplement, the
Administrative Agent (as defined therein) has consented to this Election, and
(iii) with respect to the Series 1997-2 Supplement, the Administrative Agent (as
defined therein) has consented to this Election.
NOW THEREFORE,
The Depositor hereby elects to adjust and by delivery of this Election to the
Trustee does hereby: (i) adjust the percentage set forth in the definition
"Designated Manufacturer Overconcentrations" in each of the Supplements from 50%
to 45%, (ii) adjust the percentage with respect to manufactured housing set
forth in the definition "Industry Overconcentrations" in each of the Supplements
from 35% to 45% and (iii) adjust the percentage with respect to recreational
vehicles set forth in the definition "Industry Overconcentrations" in each of
the Supplements from 15% to 20%.
<PAGE>
IN WITNESS WHEREOF, the Depositor has caused this Election to
be duly executed by its respective officers as of the day and year specified on
the signature page hereof.
BOMBARDIER CREDIT RECEIVABLES CORPORATION, Depositor
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
BOMBARDIER CAPITAL INC., Servicer
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
<PAGE>
Consented to by:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent as
defined in the Series 1996-1 Supplement and as attorney-in-fact for the
Delaware Funding Corporation as APA Purchaser under that Asset Purchase
Agreement dated as of May 14, 1996, as amended
By: /s/ Janine D. Marsini
Name: Janine D. Marsini
Title: Vice President
<PAGE>
Consented to by:
ABN AMRO Bank N.V., as Administrative
Agent
<PAGE>
By: /s/ Therese M. Grenley
Name: Therese M. Grenley
Title: Vice President
<PAGE>
Consented to by:
BOMBARDIER CREDIT RECEIVABLES CORPORATION, as holder of the Variable Funding
Certificate
By: /s/ James Dolan
Name: James Dolan
Title: Treasurer
By: /s/ Jean O'Neill
Name: Jean O'Neill
Title: Secretary
<PAGE>
Bankers Trust Company, as Trustee, hereby acknowledges the receipt of this
Election and the adjustments contained herein.
Bankers Trust Company,
as Trustee
By: /s/ Franco B. Talavera
Name: Franco B. Talavera
Title: Assistant Vice President
