IMPORTANT NOTICE You must read the following notice before continuing ... · You must read the...
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IMPORTANT NOTICE You must read the following notice before continuing: The following notice applies to the attached offering memorandum (the “Offering Memorandum”) whether received by e-mail, accessed from an internet page or otherwise received as a result of electronic communication and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Offering Memorandum. In reading, accessing or making other use of the Offering Memorandum, you agree to be bound by the following terms and conditions and each of the restrictions set out in the Offering Memorandum, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: In order to be eligible to review this Offering Memorandum or to make an investment decision with respect to the notes referred to in the Offering Memorandum (the “Notes”), investors must not be a US person (within the meaning of Regulation S under the US Securities Act of 1933 (the “Securities Act”) (a “US person”)). By accepting the e-mail and accessing the Offering Memorandum, you shall be deemed to have represented to BNP Paribas, London branch and Société Générale (the “Joint Lead Managers”), being the senders of the attached, that (i) you are not a US person; (ii) the electronic mail (or e-mail) address to which it has been delivered is not located in the United States of America (including the District of Columbia) or any of its possessions, including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island or the Northern Mariana Islands and (iii) you are a person to whom the Offering Memorandum may be communicated or distributed lawfully in the jurisdiction in which you are located and in accordance with each of the restrictions set out in the section of the Offering Memorandum entitled “SUBSCRIPTION AND SALE”. You may not nor are you authorised to deliver the Offering Memorandum to any other person. The Offering Memorandum has been sent to you in electronic form. You consent to delivery by electronic transmission and are reminded that whilst the information contained in this electronic copy has been formatted in a manner which should exactly replicate the printed Offering Memorandum, physical appearance may differ and other discrepancies may occur for various reasons, including electronic communication difficulties or particular user equipment. The user of this electronic copy assumes the risk of any discrepancies between it and the printed version of the Offering Memorandum which is available to you on request from BNP Paribas, London branch and Société Générale. None of BNP Paribas, London branch and Société Générale, any or their respective affiliates, any person who controls any of them and any of the representatives, directors, officers, employees and agents of any such person accepts any liability or responsibility whatsoever in respect of any difference between this electronic copy and the printed Offering Memorandum. You are reminded that the Offering Memorandum and the information contained in it are subject to completion and/or amendment, which may be material, without notice. If you intend to subscribe for or purchase the Notes, you are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Offering Memorandum. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this Offering Memorandum to any other person. Nothing in this electronic transmission constitutes an offer of, or an invitation to acquire, or the solicitation of an offer to purchase or subscribe for any of the Notes, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering Memorandum may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any US person or to any postal or electronic mail address located in the United States of America. Any forwarding, distribution or reproduction of this Offering Memorandum in whole or in part is unauthorised. Any securities to be issued will not be registered under the Securities Act and may not be offered in the United States or to or for the account or benefit of US persons (as such persons are defined in Regulation S under the Securities Act) unless pursuant to an exemption from such registration. Failure to comply with this directive may result in a violation of applicable laws or regulations.
Transcript of IMPORTANT NOTICE You must read the following notice before continuing ... · You must read the...
IMPORTANT NOTICE
You must read the following notice before continuing: The following notice applies to the attachedoffering memorandum (the “Offering Memorandum”) whether received by e-mail, accessed from aninternet page or otherwise received as a result of electronic communication and you are therefore advisedto read this notice carefully before reading, accessing or making any other use of the OfferingMemorandum. In reading, accessing or making other use of the Offering Memorandum, you agree to bebound by the following terms and conditions and each of the restrictions set out in the OfferingMemorandum, including any modifications to them from time to time, each time you receive anyinformation from us as a result of such access.
Confirmation of Your Representation: In order to be eligible to review this Offering Memorandum or tomake an investment decision with respect to the notes referred to in the Offering Memorandum (the“Notes”), investors must not be a US person (within the meaning of Regulation S under the US SecuritiesAct of 1933 (the “Securities Act”) (a “US person”)). By accepting the e-mail and accessing the OfferingMemorandum, you shall be deemed to have represented to BNP Paribas, London branch and SociétéGénérale (the “Joint Lead Managers”), being the senders of the attached, that (i) you are not a USperson; (ii) the electronic mail (or e-mail) address to which it has been delivered is not located in theUnited States of America (including the District of Columbia) or any of its possessions, including PuertoRico, the US Virgin Islands, Guam, American Samoa, Wake Island or the Northern Mariana Islands and(iii) you are a person to whom the Offering Memorandum may be communicated or distributed lawfully inthe jurisdiction in which you are located and in accordance with each of the restrictions set out in thesection of the Offering Memorandum entitled “SUBSCRIPTION AND SALE”. You may not nor are youauthorised to deliver the Offering Memorandum to any other person.
The Offering Memorandum has been sent to you in electronic form. You consent to delivery by electronictransmission and are reminded that whilst the information contained in this electronic copy has beenformatted in a manner which should exactly replicate the printed Offering Memorandum, physicalappearance may differ and other discrepancies may occur for various reasons, including electroniccommunication difficulties or particular user equipment. The user of this electronic copy assumes the riskof any discrepancies between it and the printed version of the Offering Memorandum which is available toyou on request from BNP Paribas, London branch and Société Générale. None of BNP Paribas, Londonbranch and Société Générale, any or their respective affiliates, any person who controls any of them andany of the representatives, directors, officers, employees and agents of any such person accepts anyliability or responsibility whatsoever in respect of any difference between this electronic copy and theprinted Offering Memorandum.
You are reminded that the Offering Memorandum and the information contained in it are subject tocompletion and/or amendment, which may be material, without notice. If you intend to subscribe for orpurchase the Notes, you are reminded that any subscription or purchase may only be made on the basisof the information contained in the final Offering Memorandum.
You are reminded that this Offering Memorandum has been delivered to you on the basis that you are aperson into whose possession this Offering Memorandum may be lawfully delivered in accordance withthe laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver thisOffering Memorandum to any other person.
Nothing in this electronic transmission constitutes an offer of, or an invitation to acquire, or the solicitationof an offer to purchase or subscribe for any of the Notes, nor shall there be any sale of these securities, inany jurisdiction in which such offer, solicitation or sale would be unlawful.
The Offering Memorandum may not be forwarded or distributed to any other person and may not bereproduced in any manner whatsoever, and in particular, may not be forwarded to any US person or toany postal or electronic mail address located in the United States of America. Any forwarding, distributionor reproduction of this Offering Memorandum in whole or in part is unauthorised. Any securities to beissued will not be registered under the Securities Act and may not be offered in the United States or to orfor the account or benefit of US persons (as such persons are defined in Regulation S under theSecurities Act) unless pursuant to an exemption from such registration. Failure to comply with thisdirective may result in a violation of applicable laws or regulations.
OFFERING MEMORANDUM
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VISA BY THE AUTORITÉ DES MARCHÉS FINANCIERS
En application des articles L. 412-1 et L. 621-8 du Code monétaire et financier et de son Règlement Général, notammentses articles 211-1 à 216-1 et 421-1 et suivants, l’Autorité des Marchés Financiers a apposé le visa numéro FCT N°11-07 en date du
11 juillet 2011 sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du compartiment et engage laresponsabilité de ses signataires. Le visa, conformément aux dispositions de l’article L. 621-8-1 I du Code monétaire et financier a
été attribué après que l’Autorité des Marchés Financiers a vérifié “si le document est complet et compréhensible, et si lesinformations qu’il contient sont cohérentes”. Il n’implique ni approbation de l’opportunité de l’opération, ni authentification des
éléments comptables et financiers présentés.
English translation for information purposes:
Pursuant to articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code and of the AMF GeneralRegulations (Règlement general de l’Autorité des Marchés Financiers), and in particular of articles 211-1 to 216-1 and 421-1 et seq.thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on 11 July 2011 under number FCT N°11-07. The Prospectus has been established by each of the co-founders of the Compartment and its signatories accept responsibility
therefor. The visa, in accordance with the provisions of article L. 621-8-1 I of the French Monetary and Financial Code, wasdelivered after the Autorité des Marchés Financiers having verified “if the document is complete and understandable, and if the
information contained in it are consistent”. It does not imply an approval of the advisability of the transaction, nor the authentificationof the accounting and financial information set out herein.
AUTO ABS FCT COMPARTIMENT 2011-1
AUTO ABS FCTFONDS COMMUN DE TITRISATION A COMPARTIMENTS
(Articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10 and L. 231-7 of the Monetary and Financial Code)
€ 956,000,000 Class A Asset-Backed Floating Rate Notes due 26 December 2022(Private Placement / Issue Price: 100 per cent.)
France TitrisationManagement Company
Banque PSA FinanceCustodian
AUTO ABS FCT COMPARTIMENT 2011-1 (the “Compartment”) is the second compartment of the French fonds communde titrisation à compartiments AUTO ABS FCT (the “FCT”) established jointly by France Titrisation (the “Management Company”)and Banque PSA Finance (the “Custodian”) on 25 November 2010. The FCT is governed by the provisions of articles L. 214-5, L.214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary and Financial Code andby the general regulations entered into on 23 November 2010 between the Management Company and the Custodian (the “GeneralRegulations”). The purpose of the FCT is to issue debt securities and to purchase on a regular basis receivables from French ornon-French entities included in the PSA Group (as defined below) or, as the case may be, from any suppliers or authorised businesspartners of (and designated by) the PSA Group. The Compartment is governed by the provisions of articles L. 214-5, L. 214-42-1 to
L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary and Financial Code and the GeneralRegulations and the compartment regulations entered into on or before the Closing Date by the Management Company and theCustodian (the “Compartment Regulations”).
On the Closing Date and on each Purchase Date thereafter, the Compartment will purchase from the CompagnieGénérale de Crédit aux Particuliers (“Crédipar” or the “Seller”) a portfolio of retail auto receivables (the "Receivables") arising fromauto-loan contracts (the "Auto Loan Contracts") granted to individuals (the "Debtors") in order to fund the purchase price of newcars produced by Peugeot and Citröen or used cars produced by any other car manufacturer (together, the "Cars"). The Cars aremainly sold by franchised car dealers of the PSA Group's sales network or any other authorised car dealer. The Receivables will beexclusively allocated to the Compartment by the Management Company.
The FCT will issue in respect of the Compartment € 956,000,000 Class A Asset-Backed Floating Rate Notes (the “ClassA Notes”) and € 94,000,000 Class B Asset-Backed Floating Rate Notes (the “Class B Notes” and together with the Class A Notes,the “Notes”). The Prospectus has not been prepared in the context of a public offer of the Notes in the Republic of France within themeaning of article L. 411-1 of the Monetary and Financial Code and articles 211-1 et seq. of the AMF General Regulations(Règlement général de l’Autorité des Marchés Financiers). The Class A Notes will only be offered and sold (i) in France to qualifiedinvestors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d’investisseurs) provided in each case that such
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investors are acting for their own account and/or to persons providing portfolio management financial services (personnesfournissant le service d’investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articleL. 411-2-II of the Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents). The Class B Noteswill not be listed and will be subscribed by Banque PSA Finance. Application has been made to the Autorité des marchés financiersin its capacity as competent authority under French law for the Class A Notes to be listed on the Paris Stock Exchange (EuronextParis). The subscription period for the Class A Notes commences on 4 July 2011 (inclusive) and ends on 5 July 2011 (inclusive).The FCT will also issue 2 asset-backed units in respect of the Compartment (in the denomination of € 150 each) (the “ResidualUnits”). The Residual Units will not be listed and will be subscribed by the Seller.
The Class A Notes are expected, on issue, to be assigned an AAAsf rating by Fitch Ratings (“Fitch Ratings”) and an Aaa(sf) rating by Moody’s France S.A.S. (“Moody’s” and, together Fitch Ratings, the “Rating Agencies”). The Class B Notes will not berated.
Fitch Ratings has applied for registration under Regulation (EC) No 1060/2009. Moody’s France S.A.S. has applied (andhas not yet received an answer) for registration under Regulation (EC) No. 1060/2009.
A rating must be issued by a credit rating agency established in the European Community and registered under theRegulation (EC) No. 1060/2009 (the “CRA Regulation”) unless the rating is provided by a credit rating agency that operated in theEuropean Community before 7 June 2010 and which has submitted an application for registration in accordance with the CRARegulation and such application for registration has not been refused. A rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency (see Section“Ratings”).
For a discussion of certain significant factors affecting investments in the Class A Notes, see Sections “RISKFACTORS – SPECIAL CONSIDERATIONS” and “SUBSCRIPTION AND SALE” on pages 49 and 193 of this InformationMemorandum.
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The Class A Notes will be issued in denominations of € 100,000 each and will at all times be represented in book entryform (dématérialisée). No physical documents of title will be issued in respect of the Class A Notes. The Class A Notes will, uponissue, (i) be admitted to the operations of Euroclear France (“Euroclear France”) (acting as central depositary) which shall credit theaccounts of Account Holders (as defined in Section “DESCRIPTION OF THE NOTES - General”) affiliated with Euroclear Franceand (ii) be admitted in the clearing systems of Euroclear France and Clearstream Banking (the “Clearing Systems”) (see Section“GENERAL INFORMATION”).
The Notes and the Residual Units are backed by the Receivables purchased by the FCT from time to time on eachPurchase Date during the Revolving Period and allocated to the Compartment by the Management Company. Pursuant to theGeneral Regulations, the holders of the Notes and of the Residual Units issued in respect of the Compartment of the FCT will onlybe repaid from the moneys and proceeds arising from the Assets Allocated to the Compartment to the exclusion of any assetallocated to any other compartment and subject to the applicable Priority of Payments. Consequently, the Compartment shallremain strictly segregated (autonome, séparé et distinct) from any other compartment of the FCT.
Interest on the Notes is payable on a monthly basis by reference to successive interest periods. During the RevolvingPeriod, the Accelerated Amortisation Period and the Amortisation Period, each Note bears interest on each Monthly Payment Dateat an annual interest rate equal to the 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting fromthe linear interpolation of 2 month EURIBOR and 3 month EURIBOR) plus the Relevant Margin. Each Class A Note bears intereston the amount of its Principal Amount Outstanding at an annual interest rate equal to the EURIBOR Reference Rate plus 0.90 percent. per annum. Each Class B Note bears interest on the amount of its Principal Amount Outstanding at an annual interest rateequal to the EURIBOR Reference Rate plus 1.60 per cent. per annum (see Sections “DESCRIPTION OF THE NOTES” and“TERMS AND CONDITIONS OF THE NOTES – Interest”).
Class of Notes Initial Principal Amount Coupon
Class A Notes € 956,000,000 1 month EURIBOR(*) + 0.90 per cent. p.a.
Class B Notes € 94,000,000 1 month EURIBOR(*) + 1.60 per cent. p.a.
(*) or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2 month EURIBORand 3 month EURIBOR
During the Revolving Period, the Notes will not be subject to any redemption, except in case of a Partial EarlyAmortisation.
During the Amortisation Period, i.e. from (A) the Monthly Payment Date expected to fall in December 2012 inclusive, orearlier upon the occurrence of an Amortisation Event until (B) the earlier of (i) the date on which the Principal Amount Outstanding ofeach Note is reduced to zero or (ii) the Final Legal Maturity Date (subject to the absence of occurrence of an AcceleratedAmortisation Event), the Notes are subject to mandatory partial redemption on each Monthly Payment Date (other than a ReducedPayment Date) on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated tothe Compartment and the applicable Priority of Payments.
During the Accelerated Amortisation Period, the Notes are subject to mandatory redemption on each AcceleratedPayment Date on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated tothe Compartment and the applicable Priority of Payments, until the earlier of (i) the date on which the Principal Amount Outstandingof each Note is reduced to zero or (ii) the Final Legal Maturity Date.
On each Monthly Payment Date, payments of principal due in respect of the Class B Notes will be subordinated topayments of principal due in respect of the Class A Notes. On each Accelerated Payment Date, payments of principal and interestdue on the Class A Notes will rank prior to payments of principal and interest due in respect of the Class B Notes (see Sections“DESCRIPTION OF THE NOTES – Distributions” and “TERMS AND CONDITIONS OF THE NOTES” – Redemption”).
In accordance with and subject to the terms of the Compartment Regulations, the FCT will be entitled to purchaseAdditional Receivables from the Seller during the Revolving Period, which is expected to end on the Monthly Payment Date falling inNovember 2012 (included). Such Additional Receivables will be exclusively allocated to the Compartment by the ManagementCompany (see Section “DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT”).
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The Prospectus is made of (i) a general memorandum (document de référence)relating to theFCT) (the “General Memorandum”) prepared by the Management Company and the Custodian andregistered with the Autorité des Marchés Financiers on 28 October 2010 under number NR10-01 and (ii)this Offering Memorandum (note d’opération). This Offering Memorandum has been prepared by theManagement Company and the Custodian solely for use in connection with the listing of the Class ANotes on the Paris Stock Exchange (Euronext Paris) (see Section “SUBSCRIPTION AND SALE –France”). This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer tobuy the Class A Notes in any jurisdiction to any person to whom it is unlawful to make the offer orsolicitation in such jurisdiction. No action has been taken or shall be taken by the Management Company,the Custodian, the Joint Arrangers or the Joint Lead Managers that shall permit a public offer of the Notesin any jurisdiction.
Neither the Joint Arrangers, the Joint Lead Managers, nor any of their respective affiliates haveauthorised the whole or any part of this Offering Memorandum and none of them makes anyrepresentation or warranty or accepts any responsibility as to the accuracy or completeness of theinformation contained in this Offering Memorandum. No Joint Arranger or Joint Lead Manager acceptsany liability in relation to the information contained or incorporated by reference in this OfferingMemorandum or any other information provided by the Management Company, the Custodian and theSeller in connection with the transactions described in this Offering Memorandum nor the GeneralMemorandum.
In connection with the issue and offering of the Notes, no person has been authorised to give anyinformation or to make any representations other than those contained in this Offering Memorandum and,if given or made, such information or representations shall not be relied upon as having been authorisedby or on behalf of the Seller, the Servicer or any other company within the PSA Group, the ManagementCompany, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the PayingAgent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, theSpecially Dedicated Account Bank, the Joint Arrangers or the Joint Lead Managers.
The distribution of this Offering Memorandum and the offering or sale of the Notes in certainjurisdictions may be restricted by law or regulations. Persons coming into possession of this OfferingMemorandum are required to enquire regarding, and to comply with, any such restrictions. In accordancewith the provisions of article L. 214-44 of the Monetary and Financial Code, the Notes and the ResidualUnits issued by the FCT in relation to the Compartment may not be sold by way of brokerage(démarchage).
Neither this Offering Memorandum nor the General Memorandum should be construed as arecommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within thePSA Group, the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Paying Agent, the Data Protection Agent, the Interest Rate SwapCounterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Arrangers orthe Joint Lead Managers to any recipient of this Offering Memorandum and the General Memorandum, orany other information supplied in connection with the issue of Notes, to subscribe or acquire any suchNotes. Each potential investor should conduct an independent investigation of the financial terms andconditions of the Notes, and an assessment of the creditworthiness of the FCT, with respect to theCompartment, the risks associated with the Notes and of the tax, accounting and legal consequences ofan investment in the Notes and should consult an independent legal, tax or accounting adviser to thiseffect.
THE LIABILITIES IN CONNECTION WITH THE NOTES ARE EXCLUSIVELY BORNE BY THEFCT AND ARE LIMITED TO THE COMPARTMENT. NEITHER THE NOTES ISSUED BY THE FCT NORTHE ASSETS ALLOCATED TO THE COMPARTMENT, ARE, OR WILL BE, GUARANTEED IN ANYWAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE PSA GROUP, THEMANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THECOMPARTMENT CASH MANAGER, THE PAYING AGENT, THE DATA PROTECTION AGENT, THEINTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLYDEDICATED ACCOUNT BANK, THE JOINT ARRANGERS, THE JOINT LEAD MANAGERS, OR BYANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANYOTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN,THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THE PAYING
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AGENT, THE DATA PROTECTION AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THEJUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE JOINTARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEESFOR, THE NOTES ISSUED BY THE FCT IN RESPECT OF THE COMPARTMENT. ONLY THEMANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF NOTES AGAINSTTHIRD PARTIES.
The Notes will not be registered under the United States Securities Act of 1933, as amended (the“Securities Act”) under applicable U.S. state securities laws or under the laws of any jurisdiction. TheNotes have not and will not be offered for subscription or sale in the United States of America or to or forthe account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certaincircumstances where the contemplated transactions do not require any registration under the SecuritiesAct (see Section “SUBSCRIPTION AND SALE – United States of America”).
No guarantee can be given to any potential investor with respect to the placement of the Class ANotes, as to the creation or development of a secondary market for the Class A Notes by way of theirlisting on the Paris Stock Exchange (Euronext Paris).
Each of the Management Company and the Custodian, in their capacity as co-founders of theFCT and the Compartment, assumes responsibility for the information contained in this OfferingMemorandum, as set out in Section “ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERINGMEMORANDUM”.
Each of the Seller and Banque PSA Finance accepts responsibility for the information containedin Sections “DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES”,“STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES”, “HISTORICALPERFORMANCE DATA”, “UNDERWRITING AND MANAGEMENT PROCEDURES” and “DESCRIPTIONOF THE SELLER AND BANQUE PSA FINANCE GROUP” of this Offering Memorandum (the "PSAInformation"). To the knowledge of the Seller and of Banque PSA Finance (having taken all reasonablecare to ensure that such is the case), the PSA Information is in accordance with the facts and does notomit anything likely to affect the import of the PSA Information.
BNP Paribas only accepts responsibility for that information set out in Section “DESCRIPTION OFBNP PARIBAS” of this Offering Memorandum (the "BNP Paribas Information"). To the knowledge ofBNP Paribas (having taken all reasonable care to ensure that such is the case), the BNP ParibasInformation is in accordance with the facts and does not omit anything likely to affect the import of theBNP Paribas Information. BNP Paribas accepts no responsibility for any other information contained inthis Offering Memorandum and has not separately verified any such other information.
Société Générale only accepts responsibility for that information set out in Section“DESCRIPTION OF SOCIETE GENERALE” of this Offering Memorandum (the "Société GénéraleInformation"). To the knowledge of Société Générale (having taken all reasonable care to ensure thatsuch is the case), the Société Générale Information is in accordance with the facts and does not omitanything likely to affect the import of the Société Générale Information. Société Générale accepts noresponsibility for any other information contained in this Offering Memorandum and has not separatelyverified any such other information.
Neither the delivery of this Offering Memorandum, nor the offering of any of the Class A Notesshall, under any circumstances, constitute or create any representation or imply that the information(whether financial or otherwise) contained in this Offering Memorandum regarding the FCT, theCompartment, the Seller, the Servicer the Management Company, the Custodian, the CompartmentAccount Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent, theInterest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, theJoint Arrangers, the Joint Lead Managers or any other entity involved in the distribution of the Class ANotes, shall remain valid at any time subsequent to the date of this Offering Memorandum. While theinformation set out in this Offering Memorandum comprises a description of certain provisions of theTransaction Documents, it should be read as a summary only and it is not intended as a full statement ofthe provisions of such Transaction Documents.
______________________________
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In connection with the issue and distribution of the Class A Notes, BNP Paribas, acting asstabilisation manager (the "Stabilisation Manager") (or persons acting on behalf of the StabilisationManager) may over-allot Class A Notes or effect transactions with a view to supporting the market price ofthe Class A Notes at a level higher than that which might otherwise prevail. However, there is noinsurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) willundertake stabilisation action. Any stabilisation action may begin on or after the date on which adequatepublic disclosure of the terms of the offer of the Class A Notes is made and, if begun, may be ended atany time, but it must end no later than the earlier of thirty (30) calendar days after the Closing Date andsixty (60) calendar days after the date of the allotment of the Class A Notes. Any stabilisation action orover-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf of theStabilisation Manager) in accordance with all applicable laws and rules.
_____________________________
In this Offering Memorandum, unless otherwise specified or required by the context, references to“Euro”, “€” or “EUR” are to the lawful currency of the Republic of France as of 1 January 1999, such datebeing the commencement of the third stage of the Economic and Monetary Union pursuant to the Treatyestablishing the European Economic Community, as amended by the Treaty on the European Union.
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PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A NOTESSELECTION OF RECEIVABLES AND AVAILABLE INFORMATION
This Offering Memorandum relates to the placement procedure for Notes issued by a Frenchfonds commun de titrisation à compartiments as governed by the provisions of the AMF GeneralRegulations (Règlement Général de l’Autorité des Marchés Financiers).
The purpose of this Offering Memorandum is to set out (i) the general terms and conditions of theassets and liabilities of the Compartment, (ii) the general characteristics of the Receivables which may beacquired from the Seller (and any of its successors) in respect of the Compartment, and (iii) the generalprinciples of establishment and operation of the Compartment.
General Regulations and Compartment Regulations
The General Memorandum contains the main provisions of the General Regulations of the FCT.The General Memorandum relating to the FCT has been registered with the Autorité des MarchésFinanciers under the number NR10-01 on 28 October 2010.
Upon subscription or purchase of any Notes, its holder shall be automatically and without anyfurther formality (de plein droit) bound by the provisions of both the General Regulations and theCompartment Regulations, as amended from time to time by any amendments thereto jointly agreed bythe Management Company and the Custodian in accordance with the terms thereof. As a consequence,each holder of a Note is deemed to have full knowledge of the operation of the FCT and of theCompartment, and in particular, of the characteristics of the Receivables purchased by suchCompartment, of the terms and conditions of the issuance programme of the relevant Notes and of theidentity of the parties participating to the management of the FCT and the Compartment.
This Offering Memorandum contains the main provisions of the Compartment Regulations. Anyperson wishing to obtain a copy of the Compartment Regulations, a copy of the General Regulations,and/or a copy of the Master Definitions Agreement, may request a copy from the Management Companywith effect from the date of distribution of this Offering Memorandum.
Defined Terms
For the purposes of this Offering Memorandum, capitalised terms will have the meaning assigned to themin Appendix I of this Offering Memorandum.
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TABLE OF CONTENTS
SECTIONS PAGE
PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A NOTES SELECTION OF RECEIVABLES AND
AVAILABLE INFORMATION........................................................................................................................................ 7
ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM ............................................... 10
STATUTORY AUDITORS OF THE COMPARTMENT................................................................................................ 11
SUMMARY OF THE TRANSACTION......................................................................................................................... 15
GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT................................................................ 33
DESCRIPTION OF THE RELEVANT ENTITIES......................................................................................................... 37
RISK FACTORS - SPECIAL CONSIDERATIONS...................................................................................................... 49
OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING
ON THE PERIODS...................................................................................................................................................... 70
DESCRIPTION OF THE NOTES................................................................................................................................. 84
WEIGHTED AVERAGE LIVES OF THE CLASS A NOTES ....................................................................................... 86
DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT ............................................................ 91
DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES ..................................................... 93
STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES ........................................... 98
HISTORICAL PERFORMANCE DATA..................................................................................................................... 103
DESCRIPTION OF THE MASTER PURCHASE AGREEMENT............................................................................... 109
DESCRIPTION OF THE MASTER SERVICING AGREEMENT ............................................................................... 118
DESCRIPTION OF THE DATA PROTECTION AGREEMENT................................................................................. 128
SPECIALLY DEDICATED BANK ACCOUNT .......................................................................................................... 131
UNDERWRITING AND MANAGEMENT PROCEDURES ........................................................................................ 134
DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER ............................................................ 138
USE OF PROCEEDS ................................................................................................................................................ 142
TERMS AND CONDITIONS OF THE NOTES .......................................................................................................... 143
FRENCH TAXATION REGIME ................................................................................................................................. 160
DESCRIPTION OF THE COMPARTMENT ACCOUNTS.......................................................................................... 162
NO RECOURSE AGAINST THE FCT....................................................................................................................... 166
CREDIT STRUCTURE .............................................................................................................................................. 167
DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY............................................. 175
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE AS INTEREST RATE SWAP COUNTERPARTY................................. 177
COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES .................................................................. 178
LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES .. 181
MODIFICATIONS TO THE TRANSACTION............................................................................................................. 183
GOVERNING LAW – SUBMISSION TO JURISDICTION......................................................................................... 184
GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT ..................................................... 185
THIRD PARTY EXPENSES ...................................................................................................................................... 188
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INFORMATION RELATING TO THE COMPARTMENT........................................................................................... 191
SUBSCRIPTION AND SALE .................................................................................................................................... 193
GENERAL INFORMATION....................................................................................................................................... 196
INDEX OF APPENDICES ......................................................................................................................................... 197
APPENDIX I – GLOSSARY OF DEFINED TERMS.................................................................................................. 198
APPENDIX II - NOTES DESCRIPTION TABLE ....................................................................................................... 223
APPENDIX III - RATINGS......................................................................................................................................... 224
APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH RATINGS........................................... 225
APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY’S....................................................... 197
10
ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM
To our knowledge, the data contained in this Offering Memorandum comply with reality: theycontain all information necessary for investors to make their judgement on the rules governing thesecuritisation vehicle. They contain no omission likely to affect their import.
Executed in Paris, on 11 July 2011.
France TitrisationManagement Company41, avenue de l’Opéra
75002 ParisFrance
Banque PSA FinanceCustodian
75, avenue de la Grande Armée75116 Paris
France
Sylvain ThomazoSecrétaire Général
Frédéric Saint-GeoursChief Executive Officer and Chairman of the Board
of Directors
Pierre-Brice JaouenHead of Securitisation and Structured Finance
11
STATUTORY AUDITORS OF THE COMPARTMENT
Deloitte & AssociésStatutory Auditor
(represented by Jean-Marc Mickeler185, avenue Charles de Gaulle95524 Neuilly-sur-Seine Cedex
FranceAppointment Date: Compartment Establishment Date
Duration: six (6) months
12
PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA NOTE D’OPERATION
A notre connaissance, les données de la présente note d’opération sont conformes à la réalité :elles comprennent toutes les informations nécessaires aux investisseurs pour fonder leur jugement surles règles régissant l’organisme de titrisation. Elles ne comportent pas d’omission de nature à en altérerla portée.
Fait à Paris, le 11 juillet 2011.
France TitrisationSociété de Gestion
41, avenue de l’Opéra75002 Paris
France
Banque PSA FinanceDépositaire
75, avenue de la Grande Armée75116 Paris
France
Sylvain ThomazoSecrétaire Général
Frédéric Saint-GeoursPrésident Directeur Général
Pierre-Brice JaouenResponsable Titrisation et Financements
Structurés
13
COMMISSAIRE AUX COMPTES DU COMPARTIMENT
Deloitte & AssociésStatutory Auditor
(représenté par Jean-Marc Mickeler)185, avenue Charles de Gaulle95524 Neuilly-sur-Seine Cedex
FranceDate de début du premier mandat : Compartment Establishment Date
Durée et date d’expiration du mandat : six (6) mois
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STRUCTURE DIAGRAM OF THE TRANSACTION
AUTO ABSFCT
COMPARTIMENT2011-1Issuer
CrédiparSeller & Servicer
Class A Notes
Class B Notes
BNP Paribas& Société Générale
Class A NotesInterest Rate
Swap Counterparties
BanquePSA FinanceCompartmentCash Manager
BanquePSA Finance
Custodian
CACEISPaying Agent
CA S.A.Specially Dedicated
Account Bank
CACIBCompartmentAccount Bank
Receivables
Assignment
Purchase
Price
(& Deferred Purchase Price)
Note
Interest
& Principal
Issuance
Proceeds
BanquePSA FinanceClass B NotesSwap Provider
FranceTitrisation
ManagementCompany
BNP ParibasSecurities Services
Data ProtectionAgent
Residual Units
PAR2725004 15
SUMMARY OF THE TRANSACTION
The attention of potential investors in the Class A Notes is drawn to the fact that the following sectiononly sets out a summary of the information relating to the FCT and the Compartment and should beconsidered by reference to the information contained in the General Memorandum and to the detailedinformation provided in this Offering Memorandum. In addition, as the nominal amount of the Class ANotes will be equal to EUR 100,000, the following section is not, and is not to be regarded as, a “résumé”within the meaning of article 212-8 of the AMF General Regulations (Règlement Général de l’Autoritédes Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in theglossary of terms in Appendix I to this Offering Memorandum.
The FCT AUTO ABS FCT (the “FCT”) is a French fonds commun de titrisation àcompartiments, governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 toR. 214-109 of the Monetary and Financial Code and the GeneralRegulations of the FCT. The FCT was jointly established on 25November 2010 by the Management Company and the Custodian.
In accordance with article L. 214-49-4 of the Monetary and FinancialCode, the FCT is a co-ownership entity (copropriété) of receivableswhich does not have a legal personality (personnalité morale).
The FCT is neither subject to the provisions of the Civil Code relating tothe rules of co-ownership (indivision) nor to the provisions of articles1871 to 1873 of the Civil Code relating to partnerships (sociétés enparticipation).
The Compartment AUTO ABS FCT COMPARTIMENT 2011-1 (the “Compartment”) is thesecond compartment of the FCT. The Compartment is governed by theprovisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 toL. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary andFinancial Code and also by the General Regulations and theCompartment Regulations. The Compartment will be established on theClosing Date which is also the First Purchase Date.
Management Company France Titrisation (the “Management Company”), a société par actionssimplifiée with a share capital of € 240,160, whose registered office islocated at 41, Avenue de l’Opéra, 75002 Paris (France), registered withthe Trade and Companies Registry of Paris (France) under number353 053 531, licensed and supervised by the French Financial MarketAuthority (Autorité des Marchés Financiers). The corporate purpose ofthe Management Company is to manage French debt mutual funds(fonds communs de créances) and/or French securitisation vehicles(organismes de titrisation).
References in this Offering Memorandum to the Management Companywill be deemed, unless the context requires otherwise, to be referencesto the Management Company acting in the name, and on behalf, of theFCT in respect of the Compartment.
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Custodian Banque PSA Finance (the “Custodian”), a société anonyme with a sharecapital of € 177,408,000, whose registered office is located at 75,Avenue de la Grande Armée, 75016 Paris (France), registered with theTrade and Companies Registry of Paris (France) under number325 952 224, licensed as a credit institution (établissement de crédit) withthe status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Créditet des Entreprises d’Investissement) (now the Autorité de ContrôlePrudentiel), in its capacity as co-founder of the Compartment andCustodian of the Assets Allocated to the Compartment and, moregenerally, as co-founder of the FCT and Custodian of the assets of theFCT, under the Compartment Regulations and the General Regulations.
Seller Compagnie Générale de Crédit aux Particuliers or Crédipar, a sociétéanonyme with a share capital of € 107,300,016, whose registered officeis located at 12, Avenue André Malraux, 92300 Levallois Perret (France),registered with the Trade and Companies Registry of Nanterre (France)under number 317 425 981, licensed as a credit institution(établissement de crédit) with the status of bank (banque) by the FrenchCredit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d’Investissement) (now theAutorité de Contrôle Prudentiel), in its capacity as seller under the termsof the Master Purchase Agreement. Crédipar is 99.99% owned byBanque PSA Finance.
Pursuant to the Master Purchase Agreement, the Seller shall be entitledto substitute, in relation to its rights and obligations, any other entity,existing or newly created, intended to take over its activities by way ofmerger, demerger, contribution in part or in whole of assets, or in anyother way between it and any entity of the PSA Group, including anychange into another corporate form or branch, provided that theconditions precedent set out in the Master Purchase Agreement aresatisfied and in particular but without limitation that such substitutionshall not result, in the reasonable opinion of the Management Company,in the placement on “negative outlook” or as the case may be on “ratingwatch negative” or on “review for possible downgrade”, or thedowngrading or the withdrawal of any of the ratings of the Class A Notesor that such substitution limits such downgrading or avoids suchwithdrawal.
Servicer Crédipar, a société anonyme with a share capital of € 107,300,016,whose registered office is located at T12, Avenue André Malraux, 92300Levallois Perret (France), registered with the Trade and CompaniesRegistry of Nanterre (France) under number 317 425 981, licensed as acredit institution (établissement de crédit) with the status of bank(banque) by the French Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel), in itscapacity as servicer under the terms of the Master Servicing Agreement.Crédipar is 99.99% owned by Banque PSA Finance.
In accordance with the provisions of article L. 214-46 of the Monetaryand Financial Code, the Management Company and the Custodian haveappointed the Seller as Servicer in relation to the PurchasedReceivables under the Master Servicing Agreement.
Pursuant to the Master Servicing Agreement, the Servicer shall be
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entitled to substitute, in relation to its rights and obligations, any otherentity, existing or newly created, intended to take over its activities byway of merger, demerger, contribution in part or in whole of assets, or inany other way between it and any entity of the PSA Group, including anychange into another corporate form or branch, provided that theconditions precedent set out in the Master Servicing Agreement aresatisfied and in particular but without limitation that such substitutionshall not result, in the reasonable opinion of the Management Company,in the placement on “negative outlook” or as the case may be on “ratingwatch negative” or “review for possible downgrade”, or the downgradingor the withdrawal of any of the ratings of the Class A Notes or that suchsubstitution limits such downgrading or avoids such withdrawal.
Specially Dedicated BankAccount
In accordance with articles L. 214-46-1 and R. 214-110 of the Monetaryand Financial Code and pursuant to the terms of the Specially DedicatedAccount Bank Agreement, a bank account specially dedicated (comptespécialement affecté) to the benefit of the FCT has been opened by theServicer with the Specially Dedicated Account Bank (the “SpeciallyDedicated Bank Account”).
Pursuant to the Master Servicing Agreement, the Servicer shall in anefficient and timely manner collect, transfer and credit directly or indirectlyto the Specially Dedicated Bank Account all Available Collections receivedin respect of the Purchased Receivables, provided that the Servicer hasundertaken vis-à-vis the FCT:
(i) that all Instalment paid by Debtors by direct debit shall be directlycredited to the Specially Dedicated Bank Account withouttransiting via any other account of the Servicer provided that suchdirect debit amount will also include Excluded Amount paid by therelevant Debtor, as applicable; and
(ii) to transfer promptly to the Specially Dedicated Bank Account andin any case within five (5) Business Days after receipt any amountof Available Collections standing to the credit of any other of itsbank accounts as of the close of business, provided that suchamount shall not include any Excluded Amount paid by therelevant Debtor, as applicable, and subject to the adjustments setout in Section “DESCRIPTION OF THE MASTER SERVICINGAGREEMENT”.
The Specially Dedicated Account Bank is Crédit Agricole S.A., a sociétéanonyme with a share capital of € 7,493,916,453, whose registered officeis located at 91-93, boulevard Pasteur, 75015 Paris (France), registeredwith the Trade and Companies Registry of Paris (France) under number784 608 416, licensed as a credit institution (établissement de crédit) withthe status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Créditet des Entreprises d’Investissement) (now the Autorité de ContrôlePrudentiel).
If the Specially Dedicated Account Bank ceases to have the AccountBank Required Ratings, the Management Company will terminate theSpecially Dedicated Account Bank Agreement and will appoint jointly withthe Custodian (in its capacity as co-founder of the FCT) a new speciallydedicated account bank within 30 Business Days and close the SpeciallyDedicated Bank Account, provided that the conditions precedent set outtherein are satisfied (and in particular but without limitation that a newspecially dedicated account has been opened with a new specially
18
dedicated account bank with the Account Bank Required Ratings).
An entity shall have the “Account Bank Required Ratings” if its short-term unsecured, unsubordinated and unguaranteed debt obligations ofare rated at least A (long term) by Fitch Ratings (and, if equal to A, FitchRatings has not publicly announced that such rating is on “rating watchnegative”) and F1 (short term) by Fitch Ratings and P-1 by Moody’s.
Either the Specially Dedicated Account Bank or the Servicer (on giving 1-month prior notice) may terminate the Specially Dedicated Account BankAgreement, provided that the conditions precedent set out therein aresatisfied (and in particular but without limitation that a new speciallydedicated account has been opened with a new specially dedicatedaccount bank with the Account Bank Required Ratings).
CompartmentAccount Bank
Crédit Agricole Corporate and Investment Bank (the "CompartmentAccount Bank"), a société anonyme with a share capital of€ 6,775,271,784, whose registered office is located at 9, quai duPrésident Paul Doumer, 92920 Paris La Défense (France), registeredwith the Trade and Companies Registry of Nanterre (France) undernumber 304 187 701, licensed as a credit institution (établissement decrédit) with the status of bank (banque) by the French Institutions andInvestment Companies Committee (Comité des Etablissements de Créditet des Entreprises d’Investissement) (now the Autorité de ContrôlePrudentiel).
The Compartment Account Bank is the credit institution in the books ofwhich the Management Company has opened the CompartmentAccounts under the responsibility of the Custodian, pursuant to theprovisions of the Compartment Bank Account Agreement.
Pursuant to the Compartment Bank Account Agreement:
(a) the Management Company (i) may on 30-days prior written noticeor (ii) shall within 15 Business Days, if the Compartment AccountBank ceases to have the Account Bank Required Ratings,terminate the appointment of the Compartment Account Bank;and
(b) the Compartment Account Bank may resign on giving 30-daysprior written notice to the Management Company and theCustodian,
provided that the conditions precedent set out therein are satisfied (andin particular but without limitation that a new compartment account bankwith the Account Bank Required Ratings has been appointed).
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CompartmentCash Manager
Banque PSA Finance (the "Compartment Cash Manager"), a sociétéanonyme with a share capital of € 177,408,000, whose registered officeis located at 75, Avenue de la Grande Armée, 75016 Paris (France),registered with the Trade and Companies Registry of Paris (France)under number 325 952 224, licensed as a credit institution(établissement de crédit) with the status of bank (banque) by the FrenchCredit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d’Investissement) (now theAutorité de Contrôle Prudentiel).
By derogation to the provisions of the General Regulations, theCompartment Cash Manager is appointed by the Management Companyto manage the amounts standing from time to time to the credit of theCompartment Accounts and the allocation of such amounts inaccordance with the provisions of the Compartment Cash ManagementAgreement and the conditions set out in this Offering Memorandum (seeSection “COMPARTMENT CASH AND INVESTMENT RULES”).
Pursuant to the Compartment Cash Management Agreement, either theManagement Company or the Compartment Cash Manager (on giving30-days prior written notice to the Management Company and theCustodian) may terminate the Compartment Cash ManagementAgreement, provided that the conditions precedent set out therein aresatisfied (and in particular but without limitation that a new compartmentcash manager has been appointed).
Paying Agent CACEIS Corporate Trust (the "Paying Agent"), a société anonyme witha share capital of € 12,000,000, whose registered office is located at 1-3,place Valhubert, 75013 Paris (France), registered with the Trade andCompanies Registry of Paris (France) under number 439 430 976,licensed as an investment services provider (prestataire de servicesd’investissement) with the status of an investment firm (entreprised’investissement) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Paying Agent has been appointed by the Management Companyand the Custodian to make the payment, on the Payment Dates, of theamount of principal and interest due to the Class A Noteholders pursuantto the provisions of the Paying Agency Agreement.
Pursuant to the Paying Agency Agreement:
(a) the Management Company may on 30-days prior written noticeterminate the appointment of the Paying Agent and appoint a newpaying agent; and
(b) the Paying Agent may resign on giving 30-days prior writtennotice to the Management Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (andin particular but without limitation that a new paying agent has beenappointed).
Interest Rate SwapCounterparties
Each of:
(a) BNP Paribas, a société anonyme with a share capital of€ 2,397,320,312, whose registered office is located at 16
20
boulevard des Italiens, 75009 Paris (France), registered with theTrade and Companies Registry of Paris under number 662 042449, licensed as a credit institution (établissement de crédit) withthe status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissementsde Crédit et des Entreprises d’Investissement) (now the Autoritéde Contrôle Prudentiel); and
(b) Société Générale, a société anonyme with a share capital of€ 962,903,828.75, whose registered office is located at 29boulevard des Italiens, 75009 Paris (France), registered with theTrade and Companies Registry of Paris under number 552 120222, licensed as a credit institution (établissement de crédit) withthe status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissementsde Crédit et des Entreprises d’Investissement) (now the Autoritéde Contrôle Prudentiel),
or any swap counterparty replacing Société Générale or BNP Paribas
(the "Interest Rate Swap Counterparties").
Each of the Interest Rate Swap Counterparties has entered into anInterest Rate Swap Agreement with the FCT in respect of the Class ANotes, pursuant to which it has been appointed as Interest Rate SwapCounterparty (subject to the right of the Management Company and of therelevant Interest Rate Swap Counterparty to terminate such Interest RateSwap Agreement in accordance with its terms).
Junior Swap Provider Banque PSA Finance, a société anonyme with a share capital of€ 177,408,000, whose registered office is located at 75, avenue de laGrande Armée, 75116 Paris (France), registered with the Trade andCompanies Registry of Paris (France) under number 325 952 224,licensed as a credit institution (établissement de crédit) with the status ofbank (banque) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Junior Swap Provider has entered into the Junior Swap Agreementwith the FCT in respect of the Class B (subject to the right of theManagement Company to terminate such Junior Swap Agreement inaccordance with its terms).
Data Protection Agent BNP Paribas Securities Services (the "Data Protection Agent"), a sociétéen commandite par actions with a share capital of € 165,279,835, whoseregistered office is located at 3, rue d’Antin, 75002 Paris (France)registered with the Trade and Companies Registry of Paris (France) undernumber 552 108 011, licensed as a credit institution (établissement decrédit) with the status of bank (banque) by the French Credit Institutionsand Investment Companies Committee (Comité des Etablissements deCrédit et des Entreprises d’Investissement) (now the Autorité de ContrôlePrudentiel), acting in its capacity as data protection agent under the termsof the Data Protection Agreement.
On the Closing Date and on each Subsequent Purchase Dateduring the Revolving Period, the Seller will deliver to the ManagementCompany an Encrypted Data File (consisting in an electronically readabledata tape in a standard format as agreed between the Management
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Company and the Seller containing encrypted information such as, interalia, the names and addresses of the Debtors in relation (i) to thePurchased Receivables which the Seller has sold to the FCT on theClosing Date or on that Subsequent Purchase Date, respectively, and (ii)to all the outstanding Purchased Receivables (either PerformingReceivables, Defaulted Receivables or Delinquent Receivables, butexcluding such Receivable (x) the transfer of which has been rescinded(résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at such date)).
On each Information Date during the Amortisation Period and/orthe Accelerated Amortisation Period, the Seller will continue to deliver anEncrypted Data File to the Management Company.
The Management Company will keep the Encrypted Data File insafe custody and protect it against unauthorised access by any thirdparties.
On the Closing Date, the Seller will deliver to the Data ProtectionAgent the Decryption Key required to decrypt information contained in theEncrypted Data File delivered on the same date to the ManagementCompany. The Data Protection Agent shall hold the Decryption Key (andany updated Decryption Key, as the case may be) in safe custody andprotect it against unauthorised access by any third parties until theManagement Company requires the delivery of the Decryption Key.
Immediately upon request by the Management Company (but nolater than within two (2) Business Days following receipt of such request),the Data Protection Agent shall deliver the Decryption Key to theManagement Company (or to any person designated by the ManagementCompany, including without limitation any replacement servicer).
The Management Company has undertaken to request theDecryption Key to the Data Protection Agent and use (or permit the use)the data contained in the Encrypted Data File relating to the Debtors onlyin the following circumstances:
(a) the FCT needs to have access to such data to enforce its rightsagainst the Debtors;
(b) the law requires that the Debtors be informed (including, withoutlimitation in case of a change of the Servicer following theoccurrence of a Servicer Termination Event).
Other than is the circumstances set out above, the DataProtection Agent shall keep the Decryption Key confidential and shall notprovide access in whatsoever manner to the Decryption Key.
Upon termination of the appointment of the Servicer pursuant tothe Master Servicing Agreement, and subject to the receipt from the DataProtection Agent of the Decryption Key in accordance with the terms ofthe Data Protection Agreement, the Management Company will (or willinstruct any person appointed by it or any substitute servicer to) (i) notifythe Debtors of the assignment of the relevant Receivables to the FCT and(ii) instruct the Debtor to pay any amount owed under the PurchasedReceivables into any account specified by the Management Company inthe notification.
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Assets Allocated to theCompartment
Pursuant to the Compartment Regulations, the Assets Allocated to theCompartment by the Management Company comprise:
(a) the Initial Receivables purchased by the FCT on the FirstPurchase Date from the Seller and the Additional Receivableswhich will be purchased by the FCT on each SubsequentPurchase Date from the Seller (or any of its successors);
(b) any Ancillary Rights attached to the Purchased Receivables;
(c) the Compartment Cash;
(d) the General Reserve;
(e) if the Servicer has failed to perform its financial obligations(obligations financières) under the Master Servicing Agreement,such amount of the Commingling Reserve as is necessary toremedy to such failure;
(f) the Net Swap Amounts and any other amount to be received fromthe Interest Rate Swap Counterparties, if any, under each of theInterest Rate Swap Agreements;
(g) the Net Junior Swap Amounts and any other amount to bereceived, as the case may be, from the Junior Swap Providerunder the Junior Swap Agreement;
(h) any Authorised Investments and income relating to anyAuthorised Investments; and
(i) any other rights transferred or attributed to the Compartmentunder the terms of the Transaction Documents.
Available Collections “Available Collections” means in respect of any Collection Period and inrelation to any Payment Date an amount equal to the aggregate of:
(i) all cash collections (payments of principal, interest, arrears, latepayments, penalties and ancillary payments) collected by theServicer during such Collection Period in relation to the PurchasedReceivables (including (aa) Prepayments (and the relatedprepayment penalties), (bb) all Recoveries, (cc) all amounts paid inconnection with (x) the indemnity payment paid by any of the Sellerin respect of non-compliant Receivables and the termination of theassignment of any Purchased Receivable (subject to any set-offwith the payment of the Purchase Price of Purchased Receivablesto be purchased on the relevant Purchase Date) and/or (y) theindemnity payment paid by the Seller in the event of commercialrenegotiation of any Receivable (subject to any set-off with thepayment of the Purchase Price of Purchased Receivables to bepurchased on the relevant Purchase Date) and (dd) any amountspaid to Crédipar by the Collective Insurers under the CollectiveInsurance Contracts); plus or minus, as the case may be,
(ii) any Adjusted Available Collections.
Compartment Accounts All payments received or to be received by the Compartment shall becredited to the Compartment Accounts opened with the Compartment
23
Account Bank in accordance with the terms of the Compartment BankAccount Agreement. The Compartment Accounts comprise:
(a) the General Collection Account;
(b) the Principal Account;
(c) the Interest Account;
(d) the General Reserve Account;
(e) the Commingling Reserve Account; and
(f) the Collateral Accounts (as the case may be).
The Compartment Accounts will be credited and debited upon instructionsgiven by the Management Company in accordance with the provisions ofthe Compartment Regulations, to the extent of available funds standing tothe credit of such Compartment Accounts.
General Reserve Account Under the Master Purchase Agreement, the Seller has undertaken toguarantee the performance of the Purchased Receivables, up to a limitequal to the amount of the General Reserve Cash Deposit, in accordancewith and subject to the provisions of the General Reserve Cash DepositAgreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of theMonetary and Financial Code and with the provisions of the GeneralReserve Cash Deposit Agreement, as a guarantee for its financialobligations (obligations financières) under such performance guarantee,the Seller has agreed to make, on the Closing Date, the General ReserveCash Deposit with the FCT (remise d’espèces en pleine propriété à titrede garantie).
The General Reserve Cash Deposit will be equal to one (1) per cent. ofthe aggregate of the Initial Principal Amounts of the Notes. This GeneralReserve Cash Deposit is made once and for all and neither the Seller norany other entity within the PSA Group will be obliged to replenish thatGeneral Reserve Cash Deposit nor to pay any additional amount underthat performance guarantee after the Closing Date. The General ReserveCash Deposit remitted on the Closing Date will constitute the initialGeneral Reserve.
The General Reserve will be used in accordance and subject to therelevant Priority of Payments.
On each Monthly Payment Date during the Revolving Period or during theAmortisation Period, the General Reserve may be either:
(a) reinstated or increased, subject to the applicable Priority ofPayments, by the transfer of monies from the Interest Account tothe General Reserve Account, and/or, as applicable,
(b) decreased, subject to the applicable Interest Priority of Payments,by the transfer of monies from the General Reserve Account to theInterest Account.
Following an Accelerated Amortisation Event or a Compartment
24
Liquidation Event, on each Accelerated Payment Date, the GeneralReserve may be decreased, subject to the applicable Priority ofPayments, by the transfer of monies from the General Reserve Account tothe General Collection Account, or increased, subject to the applicablePriority of Payments, by the transfer of monies from the GeneralCollection Account to the General Reserve Account.
The General Reserve Account shall be debited or credited in accordancewith the instructions given by the Management Company.
The General Reserve Cash Deposit will be released and retransferred tothe Seller on each Payment Date, if and to the extent not otherwisereimbursed, to the extent of available funds and in accordance with andsubject to the relevant Priority of Payments.
Upon the liquidation of the Compartment and subject to the full payment ofany amounts due by the FCT in respect of the Compartment to the ClassA Noteholders and the Class B Noteholders in accordance with theapplicable Priority of Payments, the General Reserve will be retransferreddirectly to the Seller up to the amount of the General Reserve CashDeposit not otherwise reimbursed on a preceding Payment Date.
Commingling ReserveAccount
The Commingling Reserve is made available to protect the Compartmentagainst the risk of delay or default of the Servicer in its financialobligations (obligations financières) under the Master ServicingAgreement (including, without limitation, its obligation to transfer theAvailable Collections to the FCT).
The amount standing to the credit of the Commingling Reserve Accountshall at least be equal to the Commingling Reserve Required Amount (itbeing understood that all amounts of interest received from the investmentof the Commingling Reserve and standing, as the case may be, to thecredit of the Commingling Reserve Account, shall not be taken intoaccount).
On the Closing Date, the Servicer will credit the Commingling ReserveAccount with the Commingling Reserve Required Amount applicable onthe Closing Date, as a guarantee for all its financial obligations(obligations financières), contingent and future, towards the FCT, inrelation to the Compartment arising under the Master ServicingAgreement, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 ofthe Monetary and Financial Code (remise d’espèces en pleine propriété àtitre de garantie).
On any Monthly Settlement Date, if the Commingling Reserve needs to beadjusted in order to comply with the Commingling Reserve RequiredAmount, such adjustment shall be made, as applicable:
(i) by the Servicer, by remitting, in accordance with articles L. 211-36and L. 211-38 to L. 211-40 of the Monetary and Financial Code(remise d’espèces en pleine propriété à titre de garantie), thenecessary amounts to the Commingling Reserve Account suchMonthly Settlement Date; or
(ii) by the Management Company, by releasing and repaying theexcess of (i) the amount standing to the credit of the ComminglingReserve Account over (ii) the Commingling Reserve RequiredAmount directly to the Servicer on the immediately following
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Payment Date,
it being understood that all amounts of interest received from theinvestment of the Commingling Reserve and standing, as the case maybe, to the credit of the Commingling Reserve Account, shall not be takeninto account.
In the event of a breach by the Servicer of its financial obligations(obligations financières) under the Master Servicing Agreement, theManagement Company will be entitled to set-off the restitution obligationsof the FCT under the Commingling Reserve against the amount of thebreached financial obligations (obligations financières) of the Servicer, upto the lowest of (i) the unpaid amount in respect of such financialobligations (obligations financières); and (ii) the amount then standing tothe credit of the Commingling Reserve Account, in accordance the articleL. 211-38 of the Monetary and Financial Code, without the need to giveprior notice of intention to enforce the Commingling Reserve (sans miseen demeure préalable).
As long as the Servicer meets its financial obligations (obligationsfinancières) under the Master Servicing Agreement (failing which theabove provisions shall apply), it has been expressly agreed that theCommingling Reserve shall not be included in the Available Collections ofany Collection Period and shall not be applied to cover any payments duein accordance with and subject to the applicable Priority of Payments, norto cover any Debtors’ defaults.
Upon liquidation of the Compartment and subject to the Servicer havingcomplied in full with its financial obligations (obligations financières) underthe Master Servicer Agreement, the amount standing to the credit of theCommingling Reserve Account will be released and retransferred directlyto the Servicer.
Priority of Payments Pursuant to the Compartment Regulations, the Management Companywill give instructions to the Custodian, the Compartment Account Bankand the Compartment Cash Manager to ensure that during the RevolvingPeriod, the Amortisation Period and the Accelerated Amortisation Period(if any), payments are made, to the extent of Available DistributionAmount, in accordance with the relevant Priority of Payments, in a dueand timely manner.
In order to ensure that all the allocations, distributions and payments aremade in a timely manner in accordance with the Priority of Paymentsduring the Revolving Period, the Amortisation Period and, as the casemay be, the Accelerated Amortisation Period, the Management Companywill give appropriate instructions to the Custodian, the CompartmentAccount Bank, the Servicer, the Compartment Cash Manager, theInterest Rate Swap Counterparties, the Junior Swap Provider and thePaying Agent.
Purchased Receivables The Purchased Receivables assigned to the FCT by the Seller on theFirst Purchase Date and on any Subsequent Purchase Date, during theRevolving Period (which is expected to end no later than on the MonthlyPayment Date falling in November 2012 (included)) arise from the AutoLoan Contracts entered into with Debtors. The Purchased Receivablespurchased by the FCT, on any Purchase Date, shall be exclusivelyallocated to the Compartment.
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The aggregate Outstanding Balance of the portfolio of auto loanreceivables as of close of business on 6 July 2011 is approximatelyEUR 1,049,999,917. The average number of months that had elapsedsince origination is approximately 13.33 months and the averageremaining term to stated maturity is approximately 42.83 months as of 6July 2011.
Description of the Notes The FCT will issue the Class A Notes, the Class B Notes and theResidual Units backed by the Assets Allocated to the Compartment. TheResidual Units are not offered for sale in accordance with this OfferingMemorandum.
Form and Denomination
On the Closing Date:
9,560 Class A Notes of € 100,000 each with an aggregate amount of€ 956,000,000 due on 26 December 2022 are issued by theCompartment on the Closing Date and are backed by the AssetsAllocated to the Compartment. The Class A Notes are issued by theCompartment at a price of 100 per cent. of their Initial Principal Amount.
940 Class B Notes of € 100,000 each with an aggregate amount of€ 94,000,000 due on 26 December 2022 are issued by the Compartmenton the Closing Date and are backed by the Assets Allocated to theCompartment. The Class B Notes are issued by the Compartment at aprice of 100 per cent. of their Initial Principal Amount.
2 Residual Units of € 150 each with an aggregate amount of € 300 withunlimited duration are issued by the Compartment on the Closing Dateand are backed by the Assets Allocated to the Compartment. TheResidual Units are issued by the Compartment at a price of 100 per cent.of their Initial Principal Amount. The Residual Units are subordinated tothe Notes of all classes.
Closing Date
20 July 2011.
Use of Proceeds
The proceeds arising from the issue of the Class A Notes, the Class BNotes and the Residual Units are equal to € 1,050,000,300 and suchamount will be applied by the Management Company to fund thepurchase of the Initial Receivables from the Seller, on the First PurchaseDate.
During the Revolving Period, the Compartment will finance the purchaseof Additional Receivables from the Available Purchase Amount.
Rate of Interest
The Rate of Interest payable in respect of the Notes of each class will bedetermined by the Management Company on each Interest RateDetermination Date prior to the commencement of each Interest Period.The Rate of Interest in respect of each Interest Period shall be theaggregate of the EURIBOR Reference Rate plus the Relevant Margin.
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The Rate of Interest on the Class A Notes is the aggregate of theEURIBOR Reference Rate plus the Relevant Margin of 0.90 per cent.per annum. The Rate of Interest on the Class B Notes is the aggregateof the EURIBOR Reference Rate plus the Relevant Margin of 1.60 percent. per annum.
Payment Dates
During the Revolving Period, payments of interest (and, subject to theoccurrence of a Partial Early Amortisation Event, payments of principal)will be made monthly in arrear on each Monthly Payment Date. The firstMonthly Payment Date will be 26 September 2011.
During the Amortisation Period, payments of interest and principal will bemade monthly in arrear on each Monthly Payment Date until the earlierof the date on which the Principal Amount Outstanding of the Notes isreduced to zero and the Final Legal Maturity Date (subject to theabsence of occurrence of an Accelerated Amortisation Event).
During the Accelerated Amortisation Period (if any), payments of interestand principal will be made monthly in arrear on each AcceleratedPayment Date until the earlier of the date on which the Principal AmountOutstanding of the Notes is reduced to zero and the Final Legal MaturityDate.
Final Legal Maturity Date
Unless previously redeemed, each of the Notes will be redeemed at itsPrincipal Amount Outstanding on the Payment Date falling on26 December 2022 or, if such day is not a Business Day, on the nextsucceeding Business Day, subject to the relevant Priority of Payments tothe extent of the Assets Allocated to the Compartment.
Ratings
It is a condition to the issuance of the Class A Notes that the Class ANotes are assigned, upon issue, a rating of AAAsf by Fitch Ratings and arating of Aaa (sf) by Moody’s.
The Class B Notes will not be rated.
A credit rating is not a recommendation to buy, sell or hold securities andmay be subject to revision, suspension or withdrawal at any time by theRating Agencies.
Clearing Systems
The Class A Notes will, upon issue, (i) be admitted to the operations ofEuroclear France (acting as central depositary) which shall credit theaccounts of Account Holders affiliated with Euroclear France and (ii) beadmitted in the Clearing Systems (see Section “GENERALINFORMATION”). In this paragraph, “Account Holder” shall mean anyinvestment services provider, including Clearstream Banking, sociétéanonyme (“Clearstream Banking”) and Euroclear Bank S.A./N.V.(“Euroclear Bank S.A./N.V.”).
Listing
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Application has been made to the Paris Stock Exchange (Euronext Paris)to list the Class A Notes.
Redemption of the Notes Revolving Period
During the Revolving Period the Noteholders shall receive payments ofinterest, subject to and in accordance with the Interest Priority ofPayments, but shall not receive payments of principal except in the caseof a Partial Early Amortisation.
Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event orCompartment Liquidation Event having occurred, if, on three (3)successive Purchase Dates, the aggregate of the Effective OutstandingBalances of the Performing Receivables, as calculated on theDetermination Date immediately preceding each such Purchase Dates(including the aggregate of the Effective Outstanding Balances of theReceivables which are being sold by the Seller on the relevant PurchaseDate) is less than or equal to 90 per cent. (but strictly greater than 80 percent.) of the aggregate of the Initial Principal Amount of the Class A Notesand the Initial Principal Amount of the Class B Notes, then, on theimmediately following Monthly Payment Date, the Class A Notes and theClass B Notes will be subject to mandatory redemption in a total amountequal to the Partial Early Amortisation Amount. Such a Partial EarlyAmortisation may only take place on one occasion during the RevolvingPeriod.
On that Monthly Payment Date, for the purpose of such Partial EarlyAmortisation, and as an exception to the Priorities of Payments otherwiseapplicable for the amortisation of the Class A Notes and the Class BNotes, the Partial Early Amortisation Amount shall be exclusively appliedto the partial amortisation of the Class A Notes and Class B Notes, paripassu and pro rata the Principal Amount Outstanding of the Class A Notesand of the Class B.
For the avoidance of doubt, notwithstanding such Partial EarlyAmortisation, the Initial Principal Amount of the Class A Notes and theInitial Principal Amount of the Class B Notes shall continue to be used asa basis for the purpose of determining whether a Purchase Shortfall hasoccurred.
Amortisation Period
During the Amortisation Period the Noteholders shall, in addition topayments of interest, receive payments of principal on each MonthlyPayment Date commencing on the Monthly Payment Date falling inDecember 2012 (included) and in accordance with the relevant Priority ofPayments.
Following the occurrence of an Amortisation Event, the Notes shall besubject to partial mandatory redemption on each Monthly Payment Datefalling on or after such an Amortisation Event and, in addition topayments of interest, payments of principal will be made on each MonthlyPayment Date in accordance with the relevant Priority of Payments.
The Class A Noteholders will receive, in addition to payments of interest,payments of principal on each Monthly Payment Date (on a pro rata and
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pari passu basis) until the earlier of the date upon which the PrincipalAmount Outstanding of each Class A Note is reduced to zero and theFinal Legal Maturity Date. Provided that the Class A Notes have beenredeemed in full, the Class B Noteholders will receive, in addition topayments of interest, payments of principal on each Monthly PaymentDate until the earlier of the date on which the Principal AmountOutstanding of each Class B Note is reduced to zero and the Final LegalMaturity Date.
By way of exception to the above, on a Reduced Payment Date, the Notesshall not be redeemable and no payment of principal shall be owedthereunder. The Reduced Payment Date shall only occur once.
Accelerated Amortisation Period
Following the occurrence of an Accelerated Amortisation Event or aCompartment Liquidation Event during the Revolving Period or theAmortisation Period, the Class A Noteholders will receive, in addition topayments of interest, payments of principal on each AcceleratedPayment Date (on a pro rata and pari passu basis) until the earlier of thedate on which the Principal Amount Outstanding of each Class A Note isreduced to zero and the Final Legal Maturity Date. Provided that theClass A Notes have been redeemed in full, the Class B Noteholders willreceive, in addition to payments of interest, payments of principal oneach Accelerated Payment Date falling on or after the date upon whichthe Class A Notes have been redeemed in full until the earlier of the dateon which the Principal Amount Outstanding of each Class B Note isreduced to zero and the Final Legal Maturity Date. On each AcceleratedPayment Date, payments of principal and interest due on the Class ANotes will rank prior to payments of principal and interest due in respectof the Class B Notes.
Retention and disclosurerequirements under theCapital RequirementsDirective
Banque PSA Finance, in its capacity as Class B Notes Subscriber andCrédipar, in its capacity as subscriber of the Residual Units, shall on aconsolidated basis, retain, on an ongoing basis, a material net economicinterest which, in any event, shall not be less than 5% of the nominalamount of the securitised exposures. At the date of this OfferingMemorandum such interest is retained in accordance with item (d) ofarticle 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, asamended by Directive 2009/111/EC, as the same may be amended fromtime to time (the "Capital Requirements Directive") (as implemented inFrance in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007relating to capital requirements for credit institutions and investmentfirms, as amended form time to time (the “2007 Order”)), by the holdingall the Class B Notes and all of the Residual Units issued by the FCT inrelation with the Compartment. As condition precedent to the purchaseof Additional Receivables on Subsequent Purchase Dates, theManagement Company shall have received prior written confirmationfrom the Custodian, as holder of the registry of the holder of the Class BNotes and the Residual Units, that Banque PSA Finance holds all of theClass B Notes and Crédipar holds all of the Residual Units.
In each Class A Notes Underwriting and Subscription Agreement andClass B Notes and Residual Units Subscription Agreement, Banque PSAFinance and Crédipar has:
(a) adhered to the requirements set out in paragraph 6 of article 122a
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of the Capital Requirements Directive (as implemented in Francein article 217-1(f)) of the 2007 Order);
(b) undertaken to the Joint Lead Managers and the FCT that it shallat all times comply with the provisions of the 2007 Orderimplementing inter alia article 122a of the Capital RequirementsDirective and make appropriate disclosures to the Noteholdersabout the retained net economic interest in the securitisationtransaction contemplated in this Offering Memorandum andensure that the Noteholders have readily available access to allmaterially relevant data as required under paragraph 7 of article122a of the Capital Requirements Directive (as implemented inFrance in article 217-1(g)) of the 2007 Order;
(c) ) undertaken to the Joint Lead Managers and the FCT that it shallat all times retain the ownership of the Class B Notes (as far asBanque PSA Finance is concerned) and the Residual Units (as faras Crédipar is concerned). Crédipar has also undertaken to theJoint Lead Managers and the FCT to procure that Banque PSAFinance complies with such undertaking.
An overview of the retention of the material net economic interest byBanque PSA Finance and Crédipar in compliance with the CapitalRequirements Directive will be provided in the Investor Report availableto investors (see Sub-Section “CALCULATIONS ANDDETERMINATIONS – DUTIES OF THE MANAGEMENT COMPANY”).
Each prospective investor is required to independently assess anddetermine the sufficiency of the information described above for thepurposes of complying with article 122a of the Capital RequirementsDirective and its own situation and obligations in this respect.
Each of Banque PSA Finance and Crédipar accepts responsibility for theinformation set out in this paragraph.
Liquidation of theCompartment - Clean-upOffer
Pursuant to the Master Purchase Agreement and upon the occurrence ofa Compartment Liquidation Event, the Management Company shall beentitled to declare the dissolution of the Compartment. Upon theoccurrence of a Compartment Liquidation Event, the ManagementCompany will propose to the Seller to purchase all the PurchasedReceivables comprised within the Assets Allocated to the Compartmentin a single transaction. (See Section "LIQUIDATION OF THECOMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THERECEIVABLES").
In particular, the Management Company may decide to declare thedissolution of the Compartment and carry out the liquidation procedure inthe event that the aggregate of the outstanding balances (capital restantdû) of the undue (non échue) Performing Receivables held by theCompartment falls below 10 per cent. of the maximum aggregateoutstanding balances (capital restant dû) of the undue (non échue)Performing Receivables recorded since the Closing Date and the Sellerrequests the liquidation of the Compartment under a clean-up offer.
The repurchase price of the Purchased Receivables proposed by theManagement Company to the Seller or to any other entity or entities ofthe PSA Group shall be based on the fair market value of receivableshaving similar characteristics to the Receivables comprised within the
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Assets Allocated to the Compartment, having regard to the aggregateOutstanding Balances of those Purchased Receivables and the otheramounts accrued and payable in connection with the said Receivables.
In addition such repurchase price (taking into account for this purposethe Compartment Cash, excluding the amounts of the ComminglingReserve) must be sufficient to enable the FCT to pay in full all amountsoutstanding in respect of the Notes after payment of all other amountsdue by the FCT with respect to the Compartment and ranking senior tothe Notes of each class in accordance with the applicable Priority ofPayments.
Following the exercise of any clean-up offer:
(a) the Noteholders will be repaid all amounts owing to them on theimmediately succeeding Payment Date subject to and inaccordance with the applicable Priority of Payments; and
(b) upon liquidation of the Compartment and subject to the Servicerhaving complied in full with its financial obligations (obligationsfinancières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will bereleased and retransferred directly to the Servicer; and
(c) subject to the full payment of any amounts due by the FCT inrespect of the Compartment to the Class A Noteholders and theClass B Noteholders in accordance with the applicable Priority ofPayments, the General Reserve will be retransferred directly tothe Seller up to the amount of the General Reserve Cash Depositnot otherwise reimbursed on a preceding Payment Date.
Credit Enhancement Excess Margin
Irrespective of the hedging and protection mechanisms set out under thissection, the first protection for the holders of the Notes derives, from timeto time, from the existence of an Excess Margin.
Class A Notes
Credit enhancement for the Class A Notes will be provided by (i) theExcess Margin, (ii) the subordination of payments of interests due inrespect of the Class B Notes to the payments of interests due in respect ofthe Class A Notes and (iii) the subordination of payments of principal duein respect of the Class B Notes to the payments of principal due in respectof the Class A Notes, (iv) the General Reserve (see “CREDITSTRUCTURE – General Reserve”) and (v) the Residual Units.
Class B Notes
The credit enhancement for the Class B Notes will be provided by (i) theExcess Margin, (ii) the General Reserve and (iii) the Residual Units.
Withholding Tax Payments of interest and principal in respect of the Class A Notes will bemade subject to any applicable withholding or deduction for or onaccount of any tax and neither the FCT nor the Paying Agent will beobliged to pay any additional amounts as a consequence.
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Governing Law The Notes and the Transaction Documents relating to the FCT will begoverned by and interpreted in accordance with French Law.
The parties to the Transactions Documents have agreed to submit anydispute that may arise in connection with the Transaction documents tothe exclusive jurisdiction of the competent courts in commercial matterswithin the jurisdiction the Cours d’Appel of Paris.
Pursuant to the Compartment Regulations, the French courts havingcompetence in commercial matters will have exclusive jurisdiction tosettle any dispute that may arise between the Noteholders, theManagement Company and/or the Custodian in connection with theestablishment, the operation or the liquidation of the Compartment.
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GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT
Legal Framework
AUTO ABS FCT is a French fonds commun de titrisation à compartiments jointly established by theCustodian and the Management Company on the establishment date of the first compartment, AUTO ABSFCT COMPARTIMENT 2010-1. The sole purpose of AUTO ABS FCT is the purchase, from time to time, ofreceivables from French or non-French entities within the PSA Group or, otherwise, from suppliers orbusiness partners designated by the PSA Group. The FCT is established in accordance with the provisionsof articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary and Financial Code. The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary andFinancial Code and by its General Regulations.
General Regulations
The Custodian and the Management Company have entered into, on the FCT Establishment Date,the General Regulations which include, among other things, the general operating rules of the FCT, thegeneral rules concerning the creation, the operation and the liquidation of the FCT compartments and therespective duties, obligations, rights and responsibilities of the Management Company and of the Custodian.
In accordance with the provisions of the General Regulations, each compartment of the FCT isgoverned by its own compartment regulations which include, among other things, the rules governing thecreation, operation and liquidation of the relevant compartment, the characteristics of the receivablespurchased by the FCT and allocated to the relevant compartment and the characteristics of the units and, asapplicable, the notes issued in respect of the relevant compartment, the priorities in the allocation of theassets of the relevant compartment, the credit enhancement and hedging mechanisms set up in relation tothe compartment and any specific third party undertakings with respect to the relevant compartment.
The provisions of the General Regulations provide that the FCT may purchase or subscribe (asapplicable), from any of:
(a) Banque PSA Finance (acting from its head office or any foreign branch);
(b) any member of the PSA Group; or
(c) more generally such other French or foreign entity designated by any member of the PSA Group,
any receivables, being, in accordance with, and subject to article L. 214-43 of the Monetary and FinancialCode:
(i) receivables of any kind whatsoever (subject to any applicable laws) as contemplated in articleD.214-94 1° of the Monetary and Financial Code, irrespective of whether it is or it is not evidencedby a bill of exchange, promissory note of such other transferable instrument; or
(ii) debt securities (titres de créances) as contemplated by article D.214-94 2° of the Monetary andFinancial Code,
originated against or owed by French or foreign debtors or issuers (subject to any applicable laws),
and, may take exposure to certain risks by entering into transactions over forward financial instruments(instruments financiers à terme), provided that the Management Company has submitted in advance to theapproval of the Autorité des Marchés Financiers the specific activity programme referred to in article L. 214-49-7-I of the Monetary and Financial Code and all other requirements of the Monetary and Financial Codehave been complied with.
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Compartment Principles
Establishment and Operation of the Compartments
Pursuant to the provisions of article L. 214-43-2° of the Monetary and Financial Code, the FCT mayhave two or more compartments jointly established by the Custodian and the Management Company. Inaccordance with the provisions of the Monetary and Financial Code, the FCT may issue units and, asapplicable, notes backed by the assets allocated to each compartment by the Management Company.
Segregation of Compartments
Pursuant to the provisions of article L. 214-43 of the Monetary and Financial Code, by derogationfrom article 2093 of the Civil Code and except as expressly provided by the constitutive documents of aFrench fonds commun de titrisation, the assets of a given compartment only meet the debts, liabilities andobligations and only benefit from the receivables in respect of that compartment.
Only those units and, as applicable, notes issued by the FCT in respect of a given compartment shallbenefit from the credit enhancement and hedging mechanisms set up in relation to that compartment.Likewise, the assets allocated to each compartment, pursuant to the provisions of each compartmentregulations and of the General Regulations, shall be segregated (autonomes, séparés et distincts) from theassets allocated to the other compartments so that the assets allocated to a specific compartment may beused exclusively to meet the debts, liabilities and obligations of that compartment.
Consequently, payments received with respect to the assets allocated to a given compartment areexclusively allocated to the payment of principal, interest, fees and expenses due in relation to thatcompartment. Likewise, defaults on the receivables allocated to a given compartment will be borne by thatcompartment and not by other compartments.
Liquidation of compartments
The Management Company may decide to liquidate a compartment, without having any obligation toliquidate any other compartment or the FCT.
Limitations and Waiver of Recourse
Without prejudice to the obligations and rights of the FCT, the unitholders and, as applicable, thenoteholders have no direct recourse, whatsoever, to the debtors of the receivables purchased by the FCT,and irrespective of the compartment to which the receivables have been exclusively allocated.
In addition, the holders of the units and, as applicable, the notes issued at the time of theestablishment of any compartment and during its operational life:
(a) expressly and irrevocably acknowledge that their rights over the assets of the FCT are limited to theassets allocated to the relevant compartment under the terms and conditions of the GeneralRegulations and the provisions of the relevant compartment regulations;
(b) expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to anyother compartment of the FCT;
(c) expressly and irrevocably waive all their rights of recourse to the assets mentioned in paragraph (b)above, in any circumstances and by any means; and
(d) expressly and irrevocably waive all their rights of recourse against the FCT with respect to itscontractual liability.
Pursuant to the provisions of the General Regulations and the principles described in the GeneralMemorandum, the Management Company has expressly and irrevocably undertaken, upon the conclusion of
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any agreement, in the name and on behalf of the FCT and with any third party with respect to anycompartment, to ensure that such third party:
(i) expressly and irrevocably waives all its rights of recourse against the FCT in the terms set out inparagraph (d) above or, failing which,
(ii) expressly and irrevocably acknowledges that its rights against the FCT are limited to the assetsallocated to the relevant compartment in the terms set out in paragraphs (a), (b) and (c) above.
The Compartment “AUTO ABS FCT COMPARTIMENT 2011-1”
The Compartment is jointly established by the Custodian and the Management Company pursuant tothe Compartment Regulations entered into on or before the Closing Date.
The purpose of the Compartment is (i) to purchase from the Seller Receivables arising from the AutoLoan Contracts entered into with Debtors and (ii) to issue Notes and Residual Units backed by suchReceivables. Pursuant to the provisions of the Master Purchase Agreement, the Seller will represent that theReceivables offered for transfer to the FCT shall satisfy the Eligibility Criteria, including without limitation thefact that the Auto Loan Contract shall be subject to French law and that each Debtor shall be domiciled in theFrench metropolitan territory as of the signature date of the relevant Auto Loan Contract.
The proceeds of the issue of the Notes and the Residual Units issued on the Closing Date will beused by the Management Company to purchase the Receivables which will be allocated exclusively to theCompartment by the Management Company on that date.
The FCT will not issue any additional notes or units in relation to the Compartment after the ClosingDate. However, the Management Company may acquire Additional Receivables from the Seller during theRevolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to thesatisfaction of the conditions precedent contained in this Offering Memorandum.
Except in case of a Partial Early Amortisation, the Notes will start amortising after the end of theRevolving Period, on a monthly basis at a rate which will depend on the effective repayment of thePurchased Receivables that have been or will be exclusively allocated to the Compartment, in accordancewith and subject to the applicable Priority of Payments.
Information relating to the Management Company can be found in Section “RELEVANT ENTITIES -The Management Company”.
Litigation
The Compartment has not been and is not involved in any litigation or arbitration proceedings thatmay have any material adverse effect on the financial position of the Compartment. The Compartment is notaware that any such proceedings or arbitration proceedings are imminent or threatened, which couldadversely affect the Compartment’s business, results of operations or financial condition.
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Financial statements
The provisional Compartment’s indebtedness when it is established (subject to, and taking intoaccount the issue of the Notes and the Residual Units) will be as follows:
Indebtedness (on the ClosingDate, subject to, and taking intoaccount, the issue of the Notesand the Residual Units)
EUR
Class A Notes 956,000,000
Class B Notes 94,000,000
Residual Units 300
Total Indebtedness 1,050,000,300
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DESCRIPTION OF THE RELEVANT ENTITIES
The Management Company
France Titrisation41, Avenue de l’Opéra75002 ParisFrance
General
The Management Company is France Titrisation, a société par actions simplifiée with a share capitalof € 240,160, whose registered office is located at 41, avenue de l’Opéra, 75002 Paris, France, registeredwith the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed andsupervised by the French Financial Market Authority (Autorité des Marchés Financiers). The ManagementCompany is regulated, inter alia, under the provisions by the provisions of the Commercial Code, theMonetary and Financial Code and articles 321-1 to 321-31 of the AMF General Regulations (Règlementgénéral de l’Autorité des Marchés Financiers).
The sole corporate purpose of France Titrisation, whose total managed assets amount to€ 31,000,000,000 as at 31 December 2010, is to manage French debt mutual funds (fonds communs decréances) and/or French securitisation vehicles (organismes de titrisation) in accordance with the provisionsof articles L. 214-49-6 to L. 214-49-10 of the Monetary and Financial Code and the AMF GeneralRegulations (Règlement général de l’Autorité des Marchés Financiers). As of the date of this OfferingMemorandum, France Titrisation is a wholly-owned subsidiary of BNP Paribas Securities Services.
The Noteholders may obtain a copy of the financial statements of the Management Company at theTrade and Companies Registry of Paris (France).
Role of the Management Company
The Management Company establishes the FCT jointly with the Custodian and each compartment inaccordance with the conditions described in the General Regulations. All the compartments of the FCT willhave the same Management Company during the lifetime of the FCT. The Management Companyrepresents each compartment and, more generally, the FCT as against third parties, in particular in any legalaction or proceedings whether as a plaintiff or as a defendant. The Management Company is responsible forthe management of each compartment and of the FCT generally.
Pursuant to the provisions of the Compartment Regulations and in accordance with the GeneralRegulations, the Management Company is, with respect to the Compartment, specifically in charge of:
(a) ensuring, on the basis of the information made available to it, that:
(i) the Seller complies with the provisions of the Master Purchase Agreement; and
(ii) the Servicer complies with the provisions of the Master Servicing Agreement and inparticular with the Servicing Procedures;
(b) allocating to the Compartment on any Purchase Date, the assets purchased by the FCT;
(c) allocating the expenses, costs or debts to be borne by the Compartment;
(d) verifying that the payments received by the FCT with respect to the Compartment are consistent withthe sums due to it with respect to the Assets Allocated to the Compartment, and, if necessary,enforcing the rights of the Compartment under the Transaction Documents;
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(e) providing all necessary information and instructions to the Custodian and/or the CompartmentAccount Bank in order for it to operate the Compartment Accounts in accordance with theCompartment Regulations;
(f) allocating any payment received by the FCT in respect of the Compartment in accordance with theCompartment Regulations;
(g) determining, on each Interest Rate Determination Date, the Rate of Interest used to determine theinterest amounts due to the Noteholders on each relevant Payment Date;
(h) determining the principal due to the Noteholders on each relevant Payment Date;
(i) determining in respect of each Monthly Payment Date on the basis of the information provided in theMonthly Servicer Report, the Principal Deficiency Amount;
(j) jointly executing and renewing with the Custodian and the other parties involved, the TransactionDocuments necessary for the establishment and the operation of the Compartment;
(k) appointing and, if applicable, replacing the statutory auditor of the FCT with the prior approval of theAutorité des Marchés Financiers, pursuant to article L. 214-49-9 of the Monetary and Financial Code;
(l) preparing, under the supervision of the Custodian, the documents required, under article L. 214-48,articles D. 214-102 to D. 214-104 and R. 214-105 to R. 214-109 of the Monetary and Financial Codeand the other applicable laws and regulations, for the information of, if applicable, the Autorité desMarchés Financiers, the Banque de France, the Noteholders, the Residual Unitholders, the RatingAgencies and any relevant supervisory authority, securities market (such as Euronext Paris) andclearing systems (such as Euroclear France and Clearstream Banking). In particular, theManagement Company shall prepare the various documents required to provide to the Noteholdersand the Residual Unitholders on a regular basis the information which is required to be disclosed tothem;
(m) taking the decision to liquidate the Compartment in accordance with applicable laws and regulationsand, upon any liquidation of the Compartment, releasing any Compartment Liquidation Surplus to theResidual Unitholders as payment of principal and interest under the Residual Units;
(n) replacing, if necessary and when applicable, the Servicer, in accordance with applicable laws andregulations at the time of such replacement and in accordance with the provisions of the MasterServicing Agreement, provided that the Servicer may only be replaced if:
(i) the substitute servicer assumes the rights and obligations of the original Servicer withrespect to the servicing of the Purchased Receivables and irrevocably waives all its rights ofrecourse against the FCT with respect to the contractual liability of the latter;
(ii) the Autorité des Marchés Financiers has received prior notice of such replacement;
(iii) the Rating Agencies have received prior notice of such replacement and such replacementwill not result, in the reasonable opinion of the Management Company, in the placement on“negative outlook” or as the case may be on “rating watch negative” or “review for possibledowngrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes,or that the said replacement limits such downgrading or avoids such withdrawal; and
(iv) the Custodian having previously and expressly approved such replacement and the identityof the relevant entity, provided that such approval may not be refused without a material andjustified reason;
(o) identifying any new servicer and negotiating a replacement servicing agreement with any newservicer upon the occurrence of a Servicer Termination Event in accordance with the provisions ofthe Master Servicing Agreement;
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(p) upon the occurrence of a Servicer Termination Event, notifying the Data Protection Agent that it hasto provide the Decryption Key to the relevant replacement servicer or any person designated by theManagement Company;
(q) providing any relevant data and information in its possession to the substitute servicer;
(r) notifying (or instructing any authorised third party to notify) the Debtors in accordance with theprovisions of the Master Servicing Agreement;
(s) replacing, if applicable, the Compartment Account Bank, the Compartment Cash Manager, thePaying Agent under the terms and conditions provided by applicable laws at the time of suchreplacement and by the Compartment Cash Management Agreement, the Compartment BankAccount Agreement or the Paying Agency Agreement, respectively, and according to the sameprocedures and subject to the same conditions set out in paragraph (n) above;
(t) replacing, if applicable, the Data Protection Agent under the terms and conditions provided byapplicable laws at the time of such replacement and by the Data Protection Agreement;
(u) supervising the investment of the Compartment Cash made by the Compartment Cash Manager inthe Authorised Investments pursuant to the Compartment Cash Management Agreement;
(v) giving such instructions as are necessary to the Custodian and the Compartment Account Bank toensure that each of the Compartment Accounts is credited or, as the case may be, debited in themanner described below under the Section “DESCRIPTION OF THE COMPARTMENT ACCOUNTS– Compartment Bank Account Agreement – The Compartment Accounts”;
(w) no later than two (2) Business Days before each Subsequent Purchase Date, communicating to theSeller the Available Purchase Amount, calculated on the basis of the information in its possession,on the calculation date of such amount, on the Receivables;
(x) proceeding with the purchase of Additional Receivables from the Seller in accordance with theprovisions of the Master Purchase Agreement and subject to the satisfaction of the conditionsprecedent contained in this Offering Memorandum;
(y) notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount and to theJunior Swap Provider, the applicable Junior Swap Notional Amount on each Interest RateDetermination Date;
(z) preparing and providing to the Custodian the Investor Report on each Calculation Date and, aftervalidation by the Custodian, making available and publishing on its internet website, the InvestorReport on the Validation Date following such Calculation Date;
(aa) preparing and providing to the Custodian the Annual Activity Report and the half-yearly report ofactivity and, after validation by the Custodian, making available and publishing on its internet websitethe Annual Activity Report and the half-yearly report of activity;
(bb) providing on-line secured access to certain data for investors and the Banque de France, as thecase may be, (through website facilities/intralink) in order to distribute any information provided bythe Seller pursuant to article 122a of the CRD (as implemented in France in article 217-1 of the2007 Order);
(cc) controlling any evidence brought by the Servicer in relation to sums standing to the credit of theSpecially Dedicated Account but which would correspond to amounts not owed (directly orindirectly) to the FCT;
(dd) verifying that the conditions precedent to the purchase of Additional Receivables are satisfied on orprior to the relevant Subsequent Purchase Date.
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The Management Company may terminate all Transaction Documents if (i) the entire issue of theNotes has not been completed on the Closing Date or at any later date agreed between the parties to theagreement or (ii) the subscription price of the Class A Notes and/or the Class B Notes and/or the ResidualUnits has not been received from the corresponding subscribers and the total amount received is less thanthe sum of the Principal Component Purchase Prices of the Receivables purchased on the First PurchaseDate.
Performance of the Obligations of the Management Company
The Management Company will, under all circumstances, act in the interest of the Noteholders andof the Residual Unitholders. It irrevocably waives all its rights of recourse against the FCT with respect to thecontractual liability of the FCT. In particular, the Management Company will have no recourse against theFCT or the Assets Allocated to the Compartment in respect of a default in the payment, for whatever reason,of the fees due to the Management Company.
Delegation
The Management Company may sub-contract or delegate all or part of its obligations with respect tothe management of the Compartment or appoint any third party (other than an entity within the PSA Group)to perform all or part of its obligations, subject to:
(a) the Management Company arranging for the sub-contractor, the delegate, the agent or the appointeeto irrevocably waive all its rights of recourse against the FCT with respect to the contractual liabilityof the FCT;
(b) such sub-contracting, delegation, agency or appointment complying with the applicable laws andregulations;
(c) the Autorité des Marchés Financiers having received prior notice, if required by the AMF GeneralRegulations (Règlement Général de l’Autorité des Marchés Financiers);
(d) the Rating Agencies having received prior notice and such sub-contract, delegation, agency orappointment will not result, in the reasonable opinion of the Management Company, in the placementon “negative outlook” or as the case may be on “rating watch negative” or “review for possibledowngrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or thatsuch sub-contract, delegation, agency or appointment limits such downgrading or avoids suchwithdrawal; and
(e) the Custodian having previously and expressly approved such sub-contract, delegation, agency orappointment and the identity of the relevant entity, provided that such approval may not be refusedwithout a material and justified reason,
provided that notwithstanding such sub-contracting, delegation, agency or appointment, the ManagementCompany shall continue to be bound to comply with its obligations to the Noteholders, the ResidualUnitholders and the Custodian pursuant to the Compartment Regulations and the General Regulations.
Substitution of the Management Company
The cases and conditions of substitution of the Management Company are provided for in theGeneral Regulations and summarised in the General Memorandum.
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The Custodian
Banque PSA Finance75, Avenue de la Grande Armée75116 ParisFrance
General
The Custodian is Banque PSA Finance, a société anonyme with a share capital of € 177,408,000whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered withthe Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a creditinstitution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd'Investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as co-founder of the Compartmentand Custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCTand Custodian of the assets of the FCT, under the Compartment Regulations and the General Regulations.
Banque PSA Finance, acting as Custodian, jointly establishes the FCT with the ManagementCompany and each compartment. All the compartments will have the same custodian during the lifetime ofthe FCT. Banque PSA Finance is the custodian of the assets of the FCT allocated to each compartment.
With respect to the Compartment, the Custodian will ensure the decision making of the ManagementCompany is conducted properly including, without limitation, in relation to the management of the PurchasedReceivables. In particular, it is responsible for supervising the Management Company with respect to thepreparation by the Management Company of the financial statements of the Compartment and, moregenerally, of supervising the information published by the Management Company with respect to the othercompartments and the FCT, save for the additional information published by the Management Companywithin the conditions set out in Section “INFORMATION RELATING TO THE COMPARTMENT - Additionalinformation”.
In case of a dispute arising between the Management Company and the Custodian, each of themwill be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take allprecautionary measures which it considers appropriate to protect the interests of the Noteholders and of theResidual Unitholders.
Performance of the obligations of the Custodian
The Custodian shall act, in all circumstances, in the interests of the holders of the Notes and of theResidual Units. The Custodian has irrevocably waived all its rights of recourse against the FCT with respectto the contractual liability of the FCT.
The Custodian shall confirm the identity of the holder(s) of the Class B Notes and of the ResidualUnits in the Investor Report.
In order to allow the Custodian to perform its supervisory duties, the Management Company hasundertaken to provide the Custodian with:
(a) an Annual Activity Report concerning the Compartment, the contents of which shall be determinedby the Custodian pursuant to the events which have occurred;
(b) any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, theCompartment Account Bank and the Compartment Cash Manager pursuant to the Master PurchaseAgreement, the Master Servicing Agreement, the Specially Dedicated Account Bank Agreement, theCompartment Bank Account Agreement and the Compartment Cash Management Agreement,respectively; and
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(c) all the calculations made by the Management Company on the basis of such information to makepayments due with respect to the Compartment.
In addition, and more generally, the Management Company has undertaken to provide theCustodian, on first demand and before any distribution to a third party, with any information or documentrelated to the Compartment or to the FCT generally in order to allow the Custodian to perform its supervisionduty as described above.
Delegation
The Custodian may sub-contract or delegate all or part of its obligations with respect to theCompartment or appoint any third party to perform all or part of its obligations, subject to:
(a) the Custodian arranging for the sub-contractor, the delegate, the agent or the appointee irrevocablyto waive all its rights of recourse against the FCT with respect to the contractual liability of the latter;
(b) such sub-contracting, delegation, agency or appointment complying with applicable laws andregulations;
(c) the Autorité des Marchés Financiers having received prior notice;
(d) the Rating Agencies having received prior notice and such sub-contract, delegation, agency orappointment will not result, in the reasonable opinion of the Management Company, in the placementon “negative outlook” or as the case may be on “rating watch negative” or “review for possibledowngrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or thatthe such sub-contract, delegation, agency or appointment limits such downgrading or avoids suchwithdrawal; and
(e) the Management Company having previously and expressly approved such sub-contract, delegation,agency or appointment and the identity of the relevant entity, provided that such approval may not berefused without a material and justified reason and if it is exclusively in the interests of theNoteholders and of the Residual Unitholders,
provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodianshall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and theManagement Company pursuant to the Compartment Regulations and the General Regulations.
Substitution of the Custodian
The cases and conditions of substitution of the Custodian are provided for in the GeneralRegulations and summarised in the General Memorandum.
The Seller
Compagnie Générale de Crédit aux Particuliers ("Crédipar")12, Avenue André Malraux92300 Levallois PerretFrance
The Seller is Crédipar, a société anonyme with a share capital of € 107,300,016, whose registeredoffice is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Tradeand Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution(établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now theAutorité des Marchés Financiers). The Seller is 99.99% owned by Banque PSA Finance.
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In accordance with the Master Purchase Agreement, on the First Purchase Date, the Seller will sellthe Initial Receivables to the FCT to be allocated to the Compartment. On each Subsequent Purchase Date,the Seller will be entitled to sell Additional Receivables which comply with the Eligibility Criteria.
Pursuant to the Master Purchase Agreement, the Seller shall be entitled to substitute, in relation toits rights and obligations, any other entity, existing or newly created, intended to take over its activities byway of merger, demerger, contribution in part or in whole of assets, or in any other way between it and anyentity of the PSA Group, including any change into another corporate form or branch, provided that theconditions precedent set out in the Master Purchase Agreement are satisfied and in particular but withoutlimitation that such substitution shall not result, in the reasonable opinion of the Management Company, inthe placement on “negative outlook” or as the case may be on “rating watch negative” or “review for possibledowngrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that suchsubstitution limits such downgrading or avoids such withdrawal.
The Servicer
Compagnie Générale de Crédit aux Particuliers ("Crédipar")12, Avenue André Malraux92300 Levallois PerretFrance
The Servicer is Crédipar, a société anonyme with a share capital of € 107,300,016, whose registeredoffice is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Tradeand Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution(établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now theAutorité de Contrôle Prudentiel). The Servicer is 99.99% owned by Banque PSA Finance.
In accordance with the provisions of article L. 214-46 of the Monetary and Financial Code, theManagement Company and the Custodian have appointed the Seller as Servicer in relation of theReceivables under the Master Servicing Agreement.
Pursuant to the Master Servicing Agreement, the Servicer will service and collect the PurchasedReceivables in accordance with the Servicing Procedures. The Servicing Procedures include theadministration, the recovery and the collection of the Purchased Receivables and, where relevant, theenforcement of the Ancillary Rights relating to such Purchased Receivables. The Servicer has undertaken toservice the Purchased Receivables pursuant to the provisions of the Master Servicing Agreement and to theServicing Procedures, such procedures being subject to, among other things, changes in the applicablelaws, and certain directives or regulations issued by regulatory authorities with the prior consent of theManagement Company.
Pursuant to the Master Servicing Agreement, the Servicer shall be entitled to substitute, in relation toits rights and obligations, any other entity, existing or newly created, intended to take over its activities byway of merger, demerger, contribution in part or in whole of assets, or in any other way between it and anyentity of the PSA Group, including any change into another corporate form or branch, provided that theconditions precedent set out in the Master Servicing Agreement are satisfied and in particular but withoutlimitation that such substitution shall not result, in the reasonable opinion of the Management Company, inthe placement on “negative outlook” or as the case may be on “rating watch negative” or “review for possibledowngrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that suchsubstitution limits such downgrading or avoids such withdrawal.
Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement,and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the termsof the Data Protection Agreement, the Management Company will (or will instruct any third party or anysubstitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii)
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instruct the Debtors to pay any amount owed under the Receivables into any account specified by theManagement Company in the notification.
The Data Protection Agent
BNP Paribas Securities Services3, rue d’Antin75002 ParisFrance
The Data Protection Agent is BNP Paribas Securities Services, a société en commandite par actionswith a share capital of € 165,279,835, whose registered office is located at 3, rue d’Antin, 75002 Paris(France), registered with the Trade and Companies Registry of Paris (France) under number 552 108 011,licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French CreditInstitutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel).
On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Sellerwill deliver to the Management Company an Encrypted Data File (consisting in an electronically readabledata tape in a standard format as agreed between the Management Company and the Seller containingencrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to thePurchased Receivables which the Seller has sold to the FCT on the Closing Date or on that SubsequentPurchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either PerformingReceivables, Defaulted Receivables or Delinquent Receivables, but excluding such Receivable (x) thetransfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an acceptedclean-up offer) as at such date)).
On each Information Date during the Amortisation Period and/or the Accelerated AmortisationPeriod, the Seller will continue to deliver an Encrypted Data File to the Management Company.
The Management Company will keep the Encrypted Data File in safe custody and protect it againstunauthorized access by any third parties but will not be able to access the data without the Decryption Key.
The Data Protection Agent shall hold the Decryption Key allowing for the decoding of the encryptedinformation contained in the Encrypted Data File provided to the Management Company.
The Specially Dedicated Account Bank
Crédit Agricole S.A.91-93, boulevard Pasteur75015 ParisFrance
The Specially Dedicated Account Bank is Crédit Agricole S.A., a société anonyme with a sharecapital of € 7,493,916,453, whose registered office is located at 91-93, boulevard Pasteur, 75015 Paris(France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416,licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French CreditInstitutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel).
The Specially Dedicated Account Bank is the bank in the books of which the Specially DedicatedAccount is opened in accordance with articles L. 214-46-1 and D. 214-103 of the Monetary and FinancialCode and pursuant to the terms of the Specially Dedicated Account Bank Agreement.
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If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, theManagement Company will terminate the Specially Dedicated Account Bank Agreement and will appointjointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bankwithin 30 Business Days and close the Specially Dedicated Bank Account, provided that the conditionsprecedent set out therein are satisfied (and in particular but without limitation that a new specially dedicatedaccount has been opened with a new specially dedicated account bank with the Account Bank RequiredRatings).
Either the Specially Dedicated Account Bank or the Servicer (on giving 1-month prior notice) mayterminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set outtherein are satisfied (and in particular but without limitation that a new specially dedicated account has beenopened with a new specially dedicated account bank with the Account Bank Required Ratings).
The Compartment Account Bank
Crédit Agricole Corporate and Investment Bank9, quai du Président Paul Doumer92920 Paris La DéfenseFrance
The Compartment Account Bank is Crédit Agricole Corporate and Investment Bank, a sociétéanonyme with a share capital of € 6,775,271,784, whose registered office is located at 9, quai du PrésidentPaul Doumer, 92920 Paris La Défense (France), registered with the Trade and Companies Registry ofNanterre under number 304 187 701, licensed as a credit institution (établissement de crédit) with the statusof a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Compartment Account Bank is the credit institution in the books of which the ManagementCompany has opened the Compartment Accounts under the responsibility of the Custodian, pursuant to theprovisions of the Compartment Bank Account Agreement.
Pursuant to the Compartment Bank Account Agreement:
(a) the Management Company (i) may on 30-days prior written notice or (ii) shall within 15 BusinessDays, if the Compartment Account Bank ceases to have the Account Bank Required Ratings,terminate the appointment of the Compartment Account Bank; and
(b) the Compartment Account Bank may resign on giving 30-days prior written notice to theManagement Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but without limitationthat a new compartment account bank with the Account Bank Required Ratings has been appointed).
The Compartment Cash Manager
Banque PSA Finance75, Avenue de la Grande Armée75016 ParisFrance
The Compartment Cash Manager is Banque PSA Finance, a société anonyme with a share capital of€ 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France),registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed asa credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions
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and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel).
By derogation to the provisions of the General Regulations, the Compartment Cash Manager isappointed by the Management Company to manage the amounts standing from time to time to the credit ofthe Compartment Accounts and the allocation of such amounts in accordance with the provisions of theCompartment Cash Management Agreement and the conditions set out in this Offering Memorandum (seeSection “COMPARTMENT CASH AND INVESTMENT RULES”).
Pursuant to the Compartment Cash Management Agreement, either the Management Company orthe Compartment Cash Manager (on giving 30-days prior written notice to the Management Company andthe Custodian) may terminate the Compartment Cash Management Agreement, provided that the conditionsprecedent set out therein are satisfied (and in particular but without limitation that a new compartment cashmanager has been appointed).
The Paying Agent
CACEIS Corporate Trust1-3, place Valhubert75013 ParisFrance
The Paying Agent is CACEIS Corporate Trust, a société anonyme with a share capital of€ 12,000,000, whose registered office is located at 1-3, place Valhubert, 75013 Paris (France), registeredwith the Trade and Companies Registry of Paris under number 439 430 976, licensed as an investmentservices provider (prestataire de services d’investissement) with the status of an investment firm (entreprised’investissement) by the French Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Paying Agent has been appointed by the Management Company and the Custodian to make thepayment, on the Payment Dates, of the amount of principal and interest due to the Class A Noteholderspursuant to the provisions of the Paying Agency Agreement.
Pursuant to the Paying Agency Agreement:
(a) the Management Company may on 30-days prior written notice terminate the appointment of thePaying Agent and appoint a new paying agent; and
(b) the Paying Agent may resign on giving 30-days prior written notice to the Management Companyand the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but without limitationthat a new paying agent has been appointed).
The Interest Rate Swap Counterparties
BNP Paribas S.A.16 boulevard des Italiens75009 ParisFrance
Société Générale29, boulevard Haussmann75008 ParisFrance
The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and theManagement Company have entered into the Interest Rate Swap Agreements. The terms and conditions ofthe Interest Rate Swap Agreements are described in Section “CREDIT STRUCTURE - Description of theInterest Rate Swap Agreements”.
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The Junior Swap Provider
Banque PSA Finance75, avenue de la Grande Armée75116 ParisFrance
The Junior Swap Provider is the credit institution with whom the Custodian and the ManagementCompany have entered into the Junior Swap Agreement. The terms and conditions of the Junior SwapAgreement are summarised in Section “CREDIT STRUCTURE - Description of the Junior Swap Agreement”.
The Joint Lead Managers and Joint Bookrunners
BNP Paribas, London branch10 Harewood AvenueLondon NW1 6AAUnited Kingdom
Société Générale29, boulevard Haussmann75008 ParisFrance
The Joint Lead Managers have agreed to underwrite a portion of the Class A Notes (see Section“SUBSCRIPTION AND SALE – Underwriting and Subscription of the Class A Notes”) pursuant to the ClassA Notes Underwriting and Subscription Agreement.
The Initial Subscriber
Societe Generale Bank Nederland N.V.Amstelplein 1,1096-HA Amsterdam,The Netherlands
The Initial Subscriber has agreed to subscribe for a portion of the Class A Notes (see Section“SUBSCRIPTION AND SALE – Underwriting and Subscription of the Class A Notes”) pursuant to the ClassA Notes Underwriting and Subscription Agreement.
The Statutory Auditor
Deloitte & Associés185, avenue Charles de Gaulle92200 Neuilly-sur-SeineFrance
In accordance with article L. 214-49-9 of the Monetary and Financial Code and following approval bythe Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed by the board ofdirectors, the manager or the executive board of the Management Company. It will inform the Autorité desMarchés Financiers and the Management Company of any irregularities and errors that it discovers in thecourse of its duties. It will verify the semi-annual and annual information given to the Noteholders and theResidual Unitholders by the Management Company.
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The Rating Agencies
Fitch Ratings Ltd30 North ColonnadeLondon E14 5GNUnited Kingdom
Moody’s France S.A.S.92-96 bis, boulevard Haussmann75008 ParisFrance
The Rating Agencies are authorised to evaluate the units (parts) and/or debt instruments (titres decréances) issued by French securitisation mutual funds (fonds communs de titrisation), the receivables thatthey propose to acquire and the contracts which constitute forward financial instruments that they intend toenter into and the risks that they represent, pursuant to article L. 214-44 of the Monetary and Financial Code.The preliminary rating document relating to the Class A Notes prepared by Fitch Ratings is attached inAppendix V and the preliminary rating document relating to the Class A Notes prepared by Moody’s isattached in Appendix VI.
The Legal Advisers
Freshfields Bruckhaus Deringer LLP2, rue Paul Cézanne75008 ParisFrance
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RISK FACTORS - SPECIAL CONSIDERATIONS
The following is a summary of certain aspects of the offering of the Class A Notes and the relatedtransactions which prospective investors should consider (together with all of the information detailed in thisOffering Memorandum) before deciding to invest in the Class A Notes.
Prospective investors in the Class A Notes should ensure that they understand the nature of such Class ANotes issued by a French "fonds commun de titrisation à compartiments" and the extent of their exposure torisk, that they have sufficient knowledge, experience and access to professional advisers in order to maketheir own legal, tax, accounting, prudential, regulatory and financial evaluation of the merits and risks ofinvesting in such Class A Notes and that they consider the suitability of such Class A Notes as an investmentin the light of their own circumstances and financial condition.
The risks described below are some of the risks inherent in the transaction for the Class A Noteholders, butthe inability of the FCT to pay interest, principal or other amounts on or in connection with the Class A Notesmay occur for other reasons and the following statements regarding the risk of investing in or holding theClass A Notes are not exhaustive.
Risks relating to the assets and the Transaction Documents
Limited Recourse to the Assets Allocated to the Compartment
The cash flows arising from the Assets Allocated to the Compartment constitute the sole financialresources of the Compartment for the payment of principal and interest amounts due in respect of the ClassA Notes. The Class A Notes represent an obligation of the Compartment solely. Pursuant to theCompartment Regulations, the right of recourse of the relevant Noteholders with respect to their right toreceive payment of principal and interest together with any arrears is limited to the Assets Allocated to theCompartment in proportion to their respective investment in the Class A Notes which they hold, and issubject to the applicable Priorities of Payments.
Historical and Other Information
The historical information and the other information set out in Sections “UNDERWRITING ANDMANAGEMENT PROCEDURES”, “HISTORICAL PERFORMANCE DATA” and “STATISTICALINFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES” represent the historical experienceand present procedures of the Seller. None of the Management Company, the Custodian, the CompartmentAccount Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Joint Arrangers,the Joint Lead Managers, the Paying Agent, the Data Protection Agent, the Interest Rate SwapCounterparties nor the Junior Swap Provider has undertaken or will undertake any investigation, review orsearches to verify the historical information. In addition, the future performance of the PurchasedReceivables might differ from these historical information and such differences might be significant.
Geographical Concentration
There can be no assurance as to the future geographical distribution of the Debtors of the PurchasedReceivables and its effect, in particular, on the rate of amortisation of the Purchased Receivables and theacquisition by the FCT of Additional Receivables to be allocated to the Compartment. Consequently, anydeterioration in the economic conditions of France, in which many Debtors are located, could have anadverse effect on the ability of the Debtors to repay the Purchased Receivables and could trigger losses inrespect of the Class A Notes or reduce their yield to maturity.
In addition, although the Debtors under the Auto Loan Contracts are located throughout France,these Debtors may be concentrated in certain locations, such as densely populated or industrial areas. Anydeterioration in the economic condition of the areas in which the Debtors are located, or any deterioration in
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the economic conditions of other areas, may have an adverse effect on the ability of the Debtors to makepayments under the Auto Loan Contracts, which could in turn increase the risk of losses on the Auto LoanContracts. A concentration of Debtors in such areas may therefore result in a greater risk that theNoteholders will ultimately not receive the full principal amount of the Class A Notes and interest thereon asa result of such uncovered losses incurred in respect of the Auto Loan Contracts than if such concentrationhad not been present.
Forecasts and Estimates
Estimates of the weighted average life of the Class A Notes included in this Offering Memorandum,together with any other projections, forecasts and estimates are supplied for information only and areforward-looking statements. Such projections, forecasts and estimates are speculative in nature and it canbe expected that some or all of the assumptions underlying them may differ or may prove substantiallydifferent from the actual realised figures. Consequently, the actual results might differ from the projectionsand such differences might be significant.
Reliance on Servicing Procedures
The Servicer will carry out the administration and enforcement of the Receivables. Accordingly, theNoteholders are relying on the business judgement and practices of the Servicer when enforcing claimsagainst the Debtors.
The Servicer may sub-contract to third parties certain of its tasks and obligations under, the MasterServicing Agreement, which may give rise to additional risks (although the Servicer shall remain liable for itsobligations under the Master Servicing Agreement, notwithstanding such sub-contracting).
Debtors’ Ability to Pay – Exposure to losses
The Debtors are individuals owing or who will owe moneys under the Purchased Receivables.
If the FCT does not receive the full amount due from the Debtors in respect of the PurchasedReceivables, the Noteholders may receive by way of principal repayment an amount less than the face valueof their Notes and the FCT may be unable to pay, in whole or in part, interest due on the Notes. The FCTmay therefore be exposed to the occurrence of credit risk in relation to the Debtors.
The FCT does not guarantee or warrant the full and timely payment by the Debtors of any sumspayable under the Purchased Receivables.
The ability of a Debtor to make timely payment of amounts due under any Purchased Receivable willmainly depend on its assets and its liabilities as well as its ability to generate sufficient income to make therequired payments. Its ability to generate income may be adversely affected by a large number of factors,some of which (i) relate specifically to the Debtor itself (including but not limited to age, health,creditworthiness or employment) or (ii) are more general in nature (such as, without limitation, changes ingovernmental regulations or fiscal policy).
As a matter of illustration, a loss arises in respect of a given Receivable if the relevant Debtor doesnot make the payments scheduled under the corresponding Auto Loan Contract.
Credit enhancement mechanisms have been provided for as set out in Section “CREDITSTRUCTURE – Credit Enhancement”. However, there is no guarantee that such credit enhancementmechanisms will be sufficient and that the Noteholders will ultimately and timely receive the full principalamount and interest amount of the Notes and interest thereon if uncovered losses are incurred in respect ofthe Receivables.
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Defences
The assignment of the Purchased Receivables will only be disclosed to the Debtors upon theoccurrence of certain events set out in the Master Purchase Agreement and the Master Servicing Agreementand in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until theDebtors have been notified of the assignment of the Purchased Receivables, they may validly discharge theirpayment obligations by making payments to the Seller. Each Debtor may further raise defences (which mayinclude, as applicable, any set-off right) against the FCT arising from such Debtor’s relationship with theSeller to the extent that such defences are existing prior to the notification of the assignment of the relevantPurchased Receivable or arise out of mutual claims (compensation de créances connexes) between theDebtor and the Seller which are closely connected with the Purchased Receivable.
In this respect, it should be noted in particular, but without limitation, that the Seller has opened aliquidity facility to certain Debtors. As a consequence, the relevant Debtors may have a claim against theSeller up to the amount of advances requested under that liquidity facility.
Since May 2005, these liquidity facilities may be granted by Crédipar pursuant to documents whichare separate from the Auto Loans Contracts entered into with each of the corresponding Debtors and whichdo not contain clauses linking expressly these documents to the Auto Loans Contracts.
Market value of the Purchased Receivables
There is no assurance that the market value of the Purchased Receivables (including the relatedAncillary Rights) will at any time be equal to or greater than the Principal Amount Outstanding of the Class ANotes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of aCompartment Liquidation Event and a sale of the assets allocated to the Compartment by the ManagementCompany, the Management Company and the Custodian and any relevant parties to the TransactionDocuments will be entitled to receive the proceeds of any such sale to the extent of unpaid fees andexpenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to theapplication of the relevant Priority of Payments.
Used Car risk
Certain Auto Loan Contracts giving rise to Purchased Receivables relate to Used Cars. Historically,the risk of non-payment of auto loans in relation to used cars is greater than in relation to and auto loan forthe purchase of a new car. In order to limit the exposure of the Compartment (and hence the Noteholders) tothe greater credit risk associated with Auto Loan Contracts in relation to Used Cars, the Master PurchaseAgreement provides that, as a condition precedent to the acquisition of any Additional Receivables by theFCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of theReceivables allocated to the Compartment that are financing the purchase of a Used Car (taking intoaccount the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date)shall not exceed the Maximum Used Car Receivables Ratio as of such Subsequent Purchase Date.
Balloon Payments
Under the Seller’s standard terms and conditions, an auto loan may be structured as (i) anamortising loan (a loan amortising on the basis of fixed monthly Instalments of equal amounts throughout theterm of the Auto Loan Contract, up to and including maturity), (ii) a loan with variable instalments (prêt àpaliers) (a loan amortising on the basis of variable monthly Instalments (with potentially different associatedfixed rates), without a substantial portion of the outstanding principal under the loan being repaid in a singlepayment at maturity), or (iii) a balloon loan (a loan amortising on the basis of equal monthly Instalments, butwith a substantial portion of the outstanding principal under the loan being repaid in a single payment atmaturity) (such substantial portion of the outstanding principal being a “Balloon Receivable”). By deferringthe repayment of a substantial portion of the principal amount of an auto loan until its final maturity date, therisk of non-payment of the final Balloon Receivable may be greater than would be the case under an
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amortising loan or a loan with variable instalments. In order to limit the exposure of the Compartment (andhence the Noteholders) to the greater credit risk associated with Balloon Receivables, the Master PurchaseAgreement provides that, as a condition precedent to the acquisition of any Additional Receivables by theFCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of the BalloonReceivables allocated to the Compartment (taking into account the Additional Receivables offered to bepurchased by the FCT on that Subsequent Purchase Date) shall not exceed the Maximum BalloonReceivables Ratio as of such Subsequent Purchase Date.
Credit Risk of the Parties to the Transaction Documents
The ability of the FCT to make any principal and interest payments in respect of the Class A Notesdepends, to a large extent, upon the ability of the parties to the Transaction Documents to perform theircontractual obligations. In particular and without limiting the generality of the foregoing, the timely paymentof amounts due in respect of the Class A Notes depends (a) on the ability of the Servicer to service thePurchased Receivables allocated to the Compartment and to recover any amount relating to the PurchasedReceivables, (b) on the ability of the Interest Rate Swap Counterparties to meet their payment obligationsunder the Interest Rate Swap Agreements, and (c) on the creditworthiness of the Compartment AccountBank.
Servicer Substitution Risk
If Crédipar were to cease to act as Servicer, the processing of payments in respect of the PurchasedReceivables and information relating to their collection could be delayed as a result. Such delays may havea negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to theprovisions of article L. 214-46 of the Monetary and Financial Code, the Debtors will need to be informed ofthe change or transfer of all or part of the servicing of the Receivables to another entity.
No back-up servicer has been appointed and there is no assurance that any substitute servicer couldbe found and would be willing and able to act for the FCT in relation with the Compartment as servicer.
Furthermore, it should be noted that any substitute servicer is likely to charge fees on a basisdifferent to that of the Servicer.
The Noteholders have no right to give orders or direction to the Management Company in relation tothe duties and/or appointment or removal of the Servicer. Such rights are vested solely in the ManagementCompany.
In case where the Servicer fails to provide the Management Company with its Monthly ServicerReport on a given Information Date and the Management Company is not in a position to make certaincalculations necessary to give the instructions required to apply the Priority of Payments applicable on theimmediately following Payment Date. In such case, the relevant Payment Date will be a Reduced PaymentDate. On a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall beowed thereunder. Notwithstanding any provision to the contrary in any Transaction Document, a ReducedPayment Date shall only occur once and the amounts standing to the credit of the General CollectionAccount and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of theabove Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise dueand payable on that Payment Date will be paid on the immediately following Payment Date, in accordancewith and subject to the then applicable Priority of Payments. In case the Servicer fails to provide theManagement Company with its Monthly Servicer Report on the Information Date immediately following aReduced Payment Date, this shall constitute an Accelerated Amortisation Event.
No independent investigation - Representations and Warranties
None of the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data ProtectionAgent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint
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Lead Managers have made or will make any investigations or searches or verify the characteristics of anyPurchased Receivables, the Auto Loan Contracts, the Cars or the Debtors or the solvency of the Debtors,each of them relying only on the representations made, and on the warranties given, by the Seller regarding,among other things, the Receivables, the Auto Loan Contracts and the Debtors.
The Management Company will carry out consistency tests on the information provided to it by theSeller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Such tests willbe undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of itsobligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholdersand the Residual Unitholders with respect to the Assets Allocated to the Compartment, and, more generally,in order to satisfy its legal and regulatory obligations as defined by the provisions of the Financial andMonetary Code. Nevertheless, the responsibility for the non-compliance of the Receivables transferred bythe Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with theSeller only (and the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Interest RateSwap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint Lead Managers shall underno circumstance be liable therefore) and the Management Company will therefore rely only on therepresentations made, and on the warranties given, by the Seller regarding the Receivables.
A specific rescission and indemnification procedure has been provided for in the Master PurchaseAgreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables with theEligibility Criteria (if such non-conformity is not, or not capable of being, remedied). The representations andwarranties made or given by the Seller in relation to the conformity of the Receivables to the EligibilityCriteria and this rescission and indemnification procedure is the sole remedy available to the FCT in respectof the non-conformity of any Receivable with the Eligibility Criteria. Consequently, a risk of loss exists if suchrepresentation or warranty is breached and no corresponding indemnification payment is made by the Seller.Under no circumstance may the Management Company request an additional indemnity from the Sellerrelating to a breach of any such representations or warranties.
In addition, should a Receivable be such, at the time at which it arises, that it does not meet theEligibility Criteria in a manner so substantial that the common agreement of the Seller and the FCT on theobject of the assignment can be deemed as never having occurred, that Receivable may be regarded asnever having been validly assigned by the Seller to the FCT and the FCT will only have an unsecured claimagainst the Seller (provided that a Purchase Price has already been paid in this respect).
To the extent that any loss arises as a result of a matter which is not covered by the representationsand warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the on-going solvency of the Debtors of the Purchased Receivables.
Furthermore, the representations and warranties given or made by the Seller in relation to theconformity of the Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert any claimdirectly against the Seller, the Management Company having the exclusive competence under article L. 214-49-7 of the Monetary and Financial Code to represent the Compartment, and more generally, the FCTagainst third parties and in any legal proceedings.
Certain Conflicts of Interest
Conflicting interest between certain transaction parties
Conflicts of interest may arise as a result of various factors involving in particular the FCT, theManagement Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager,the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Interest Rate SwapCounterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers and the JointBookrunners, the Seller, the Servicer, the Debtors, their respective affiliates and the other parties namedherein.
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For example (but without limitation), such potential conflicts may arise because of the following:
1. In France, the Servicer may hold and/or service claims against the Debtors other than the PurchasedReceivables. The interests or obligations of the Servicer in its capacities with respect to such otherclaims may, in certain aspects, conflict with the interests of the Noteholders. In this respect, it shouldhowever be noted that:
(a) the repayment of the General Reserve Cash Deposit, to the extent of sufficient funds on theGeneral Reserve Account, to Crédipar as Seller and the payment of the remaining excesscash of the FCT after payment of all other amounts owed by the FCT, to Crédipar asResidual Unitholder, can be considered as economic incentives for Crédipar to comply withits duties under the Transaction Documents;
(b) pursuant to the Master Servicing Agreement:
(i) the Servicer has undertaken to the Management Company and the Custodian that itshall devote to the performance of its obligations at least the same amount of timeand attention and overall diligence that it would normally exercise for theadministration, recovery and collection of its own assets similar to the PurchasedReceivables, with the due care that would be exercised by a prudent and informedmanager and, more generally, with the standard of care that it applies for its ownbusiness;
(ii) in the event the Compartment and the Seller are respectively the creditors of a sameDebtor, and in the absence of any specific instructions from the Debtor in respect ofa payment made by the said Debtor to the creditors, the Servicer has undertaken toallocate on a pro rata basis all the amounts paid by the Debtor pari passu betweenthe Seller and the Compartment, in accordance with the respective amounts due toeach of them; and
(iii) in the event that Crédipar collects moneys from a Debtor at the same time (a) actingas Servicer, in respect of one or more than one Purchased Receivable and (b) actingas agent for a third party, in respect of other Receivables owed by that Debtor to thatthird party (such as any remuneration owed by that Debtor to any maintenancecompany under any maintenance contract, entered into by that Debtor, as the casemay be, in relation to the corresponding Car), the Compartment and the Servicerhave agreed that all amounts paid by that Debtor shall be allocated pari passubetween the Seller (acting as agent of that third party) and the Compartment on apro rata basis in accordance with the respective amounts referred to in (a) and (b)and save for any amount resulting, pursuant to the provisions of the MasterServicing Agreement, from the exercise of the Ancillary Rights, which will beexclusively allocated to the Compartment.
2. Crédipar is not prevented to transfer loan receivables arising under auto loan agreements originatedby it to other securitisation vehicles or otherwise. If any such transfers occur during the RevolvingPeriod of the Compartment, the overall quality of the portfolio of Receivables selected by Crédiparfor the purpose of their transfer to the FCT in relation to the Compartment could not be the samethan absent such other transfers. In this respect, it should be noted that the securitisationtransaction put in place by Crédipar in 2007 and relating to French auto loan receivables (Auto ABSCompartiment 2007-1) is amortising.
3. Crédipar or one of its affiliate may purchase a portion of the Notes and in this case, may exercisevoting rights in respect of the Notes held by it in a manner that may be prejudicial to otherNoteholders.
4. Banque PSA Finance is acting in several capacities under the Transaction Documents. Even if itsrights and obligations under the Transaction Documents are not conflicting and are independent from
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one another contractually, in performing such obligations in these different capacities under theTransaction Documents, Banque PSA Finance may be in a situation of conflicts of interest. BanquePSA Finance may also purchase a portion of the Class A Notes and in this case, may exercisevoting rights in respect of the Class A Notes held by it in a manner that may be prejudicial to otherNoteholders. The fact that Banque PSA Finance will subscribe the Class B Notes on the ClosingDate and will undertake not to transfer the Class B Notes may also lead Banque PSA Finance tovote in a manner that may be prejudicial to other Noteholders.
5. Banque PSA Finance and Crédipar belong to the PSA Group and are acting in several capacitiesunder the Transaction Documents. In performing such obligations in these different capacities underthe Transaction Documents, Banque PSA Finance and Crédipar may be in a situation of conflicts ofinterest between each other and act in a manner that may be prejudicial to other parties.
6. Société Générale is acting as Joint Lead Manager, Joint Bookrunner and Interest Rate SwapCounterparty and may (directly or through an entity within its group being an Initial Subscriber)purchase a portion of the Class A Notes and in this case, may exercise voting rights in respect of theClass A Notes held by it in a manner that may be prejudicial to other Noteholders.
7. BNP Paribas, through its head office or through its London branch, is acting as Joint Lead Manager,Joint Bookrunner and Interest Rate Swap Counterparty and may (directly or through an entity withinits group) purchase a portion of the Class A Notes and in this case, may exercise voting rights inrespect of the Notes held by it in a manner that may be prejudicial to other Noteholders.
Conflicting interest amongst classes of Notes and with Residual Units
In accordance with and subject to the Priority of Payments, (i) the Class A Notes are senior to theClass B Notes and the Residual Units and (ii) the Class B Notes are senior to the Residual Units.
Notwithstanding the above, any proposed modification affecting more than one class of Notes andrequiring a decision of the relevant Noteholders’ Meetings shall only take effect if each of such Noteholders’Meeting has agreed to such proposed modification. Furthermore, in cases where the ManagementCompany must act in the interest of all Noteholders, the agreement of the Residual Unitholders might also berequired if such action affects the financial characteristics of the Residual Units.
Authorised Investments
Any available funds standing to the credit of the Compartment Accounts (prior to their allocation anddistribution) shall be invested by the Compartment Cash Manager in Authorised Investments.Notwithstanding strict investment and eligibility criteria, the value of the Authorised Investments mayfluctuate depending on the financial markets and the FCT may be exposed to a credit risk in relation to theissuers of such Authorised Investments. None of the Management Company, the Custodian, theCompartment Cash Manager or the Compartment Account Bank guarantees the market value of theAuthorised Investments. The Management Company, the Custodian, the Compartment Cash Manager andthe Compartment Account Bank shall not be liable if the market value of any of the Authorised Investmentsfluctuates and decreases.
French Rules Regarding Data
According to article L. 511-33 of the Monetary and Financial Code, a bank operating in France isrequired to comply with the so-called banking secrecy rules (secret bancaire), i.e., it is required to keepconfidential all customer related facts and information which it receives in the course of its businessrelationship, and in particular in connection with the entry into a loan agreement with such customer (the"Loan Data"). Pursuant to the banking secrecy rules, the Seller may disclose Loan Data only in limitedcircumstances, in particular, if the customers have expressed their consent to the disclosure of the LoanData.
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However, pursuant to article L. 511-33 of the Monetary and Financial Code, credit institutions areallowed to transfer information covered by the banking secrecy to third parties in a limited number of cases,among which for the purpose of a transfer of receivables, provided that such third party shall keep therelevant information confidential. Accordingly, the rules applicable to banking secrecy would not preventCrédipar to transfer to the FCT and to the Management Company of the FCT the Loan Data on the Debtorsfor the purpose of the transaction described in this Offering Memorandum.
The French Commission Nationale de l’Informatique et des Libertés (the CNIL) is allowed to verifyfrom time to time that the treatment of data effected by the Management Company under the Data ProtectionAgreement complies with the provisions of law No. 78-17 of 6 January 1978 (as amended) relating to theprotection of personal data (Loi relative à l'informatique, aux fichiers et aux libertés) and the relating decree.Should the CNIL request modifications in such treatment, the parties may have to modify the Data ProtectionAgreement.
Ability to obtain the Decryption Key
Pursuant to the Data Protection Agreement, the Seller has agreed to deliver to the ManagementCompany:
(a) on the Closing Date and on each Subsequent Purchase Date during the Revolving Period, anEncrypted Data File (consisting in an electronically readable data tape containing encryptedinformation such as, inter alia, the names and addresses of the Debtors in relation to theReceivables which the Seller has sold to the FCT on the Closing Date or on that SubsequentPurchase Date, and (ii) to all the outstanding Purchased Receivables (either PerformingReceivables, Defaulted Receivables or Delinquent Receivables, but excluding such Receivable (x)the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or anaccepted clean-up offer) as at such date));
(b) on each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period,an Encrypted Data File with updated data.
For the purpose of accessing these data and notifying the Debtors (as the case may be), theManagement Company (or any person appointed by it) will need the Decryption Key, which will not be in itspossession but under the control of BNP Paribas Securities Services, in its capacity as Data ProtectionAgent (to the extent it has not been replaced). Accordingly, there cannot be any assurance, in particular, asto:
(a) the possibility to obtain in practice such Decryption Key and to read the relevant data; and
(b) the ability in practice of the Management Company (or any person appointed by it) to obtain suchdata in time for it to validly implement the procedure of notification of the Debtors (as the case maybe) before the corresponding Receivables become due and payable (and to give the appropriatepayment instructions to the Debtors).
Risks relating to the French Law aspects
Consumer Credit Legislation
Most of the Debtors benefit from the protection of the legal and regulatory provisions of theConsumers Code. In accordance with such provisions, the Debtors are entitled, under certain circumstancesand subject to certain conditions being satisfied, to request and obtain from competent courts moratoriums,debt reductions (together with a reduction in the related interests) and, if applicable (in accordance with theprovisions of Title III of Book III of the Consumers Code, as amended lastly by the law no. 2010-737 of 1 July2010 portant réforme du crédit à la consommation) the outright cancellation of their entire debts owed to
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credit institutions. Upon the application of such measures in favour of certain Debtors, the Noteholderswould suffer from a risk of principal loss and/or a reduction in the yield thereunder.
In addition, certain formalities need to be complied with when a consumer loan is entered into inFrance, failing which the lender cannot claim for the payment of interest by the debtor. Under the MasterPurchase Agreement, in order to be eligible, an Auto Loan Contract shall comply with the Eligibility Criteriaincluding the provisions of, inter alia, the Consumer Credit Legislation. In the event that an Auto LoanContract did not comply with the Contract Eligibility Criteria at the relevant Purchase Date, the MasterPurchase Agreement provides that the Management Company may decide to rescind the transfer of theReceivables relating to such Auto Loan Contract and require the Seller to pay the Non-ConformityRescission Amount and/or to substitute such Receivable with a Receivable satisfying the Eligibility Criteria,provided that the Seller does not (or cannot) remedy any such non-compliance.
Servicing Agreement
An administrator (administrateur judiciaire) or, as applicable, the liquidator (liquidateur judiciaire) willhave the ability, pursuant to article L. 622-13 of the Commercial Code, to require that the Master ServicingAgreement be continued; however, to the extent that, after the commencement of French InsolvencyProceedings against the Seller, the Seller does not perform its obligations as Servicer under the MasterServicing Agreement, then the Management Company will be entitled to terminate such mandate pursuant tothe provisions of the Master Servicing Agreement. In such case, the Management Company shall be entitledto instruct the Debtor to pay any amount owed under the Receivables into any account specified by theManagement Company in the notification.
Commingling
There is a risk that Available Collections be commingled with other assets of the Servicer upon itsinsolvency. This risk is addressed by the fact that the Debtors will in such case be instructed by theManagement Company (or any third party or substitute servicer) to pay any amount owed under thePurchased Receivables into any account specified by the Management Company in the notification.However, the commingling risk will arise as long as the proceeds arising out of or in connection with thePurchased Receivables will keep on being paid by the Debtors to the Servicer. This risk is mitigated asfollows.
In accordance with articles L. 214-46 and R. 214-110 of the Monetary and Financial Code, theManagement Company, the Custodian, the Servicer and the Specially Dedicated Account Bank will enterinto the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) on orbefore the Closing Date pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté). Subject to and inaccordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient andtimely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account allAvailable Collections received in respect of the Purchased Receivables, provided that the Servicer hasundertaken vis-à-vis the FCT:
(i) that all Instalment paid by Debtors by direct debit shall be directly credited into the SpeciallyDedicated Bank Account without transiting via any other account of the Servicer provided that suchdirect debit amount will also include Excluded Amounts paid by the relevant Debtor, as applicable;and
(ii) to promptly transfer to the Specially Dedicated Bank Account and in any case within five (5)Business Days after receipt any amount of Available Collections standing to the credit of any other ofits bank accounts as of the close of business, provided that such amount shall not include anyExcluded Amounts paid by the relevant Debtor, as applicable, and subject to the adjustments set outin Section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT”.
Under the Specially Dedicated Account Bank Agreement and the Master Servicing Agreement, theServicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business
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Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collectionsstanding to the credit of the Specially Dedicated Bank Account.
The efficiency of the Specially Dedicated Bank Account mechanism will however be dependent uponthe fact that the Specially Dedicated Account Bank agrees to comply with its undertakings to follow solely theinstructions of the Management Company and cease to comply with the instructions of the Servicer followingreceipt of a notification to that effect.
In any case, the part of the Available Collections not credited directly to the Specially DedicatedBank Account but transiting via other accounts of the Servicer will not be protected against the comminglingrisk by the Specially Dedicated Bank Account mechanism, as it is highly likely that an administrator(administrateur judiciaire) or, as applicable, liquidator (liquidateur judiciaire) of the Servicer will stoptransferring any such amounts to the Specially Dedicated Bank Account.
To further mitigate the commingling risk, a Commingling Reserve has been established in order tomitigate this risk to the extent of the outstanding amount of the Commingling Reserve.
It should be noted that no Excluded Amount eventually owed by the Debtor under the Auto LoanContract are being assigned to the FCT and accordingly the FCT will have no right whatsoever on amountscollected in respect of any such Excluded Amount, notwithstanding the fact that any such amounts are beingcredited to the Specially Dedicated Bank Account.
It is an Eligibility Criteria for the purchase of a Receivable that the payment of the Receivable ismade by the automatic debit of a bank account (or of a postal bank account) authorised by the relevantDebtor(s) at the signature date of the Auto Loan Contract.
The Auto Loan Contracts generally provide that amounts due by the Debtor are payable byautomatic debit from the bank account of the Debtor ("prélèvement sur compte bancaire") and no otheroption is expressly left to the Debtor. In this respect, it should be noted that several court decisions as wellas recommendations from the Commission des Clauses Abusives (CCA) (including recommendation no. 03-01) precisely consider that, in contracts concluded between a professional and a consumer, clauses whichimpose to the client a unique mean of payment (like automatic debits) are abusive since they leave no choiceto the consumer to make payments via other licit means payments and hence create a material imbalance(déséquilibre significatif) between the obligations of the customer and the obligations of the professional. Theconsequence of a clause being considered as abusive is that it is deemed non-written (réputée non écrite).Concretely, and even if the recommendations of the CCA are not binding to professionals, a Debtor couldvalidly pay any amount due under the Auto Loan Contract by cheque, or as the case may be, in cash, or byany other licit mean of payment. In such case, (i) there is a risk that the amounts of Collections paid bycheque or otherwise be commingled with other assets of the Servicer upon its insolvency (the comminglingrisk is covered by the existence of the Commingling Reserve – see SECTION RISK FACTORS – SPECIALCONSIDERATIONS – Risk related to the French law aspects - Commingling) and (ii) the treatment of suchpayments by the Servicer could be delayed and delay the credit of Collections to the Compartment Accounts;this could ultimately delay payments to the Noteholders.
French law cash deposits
Impact of the hardening period
The General Reserve and the Commingling Reserve are governed by articles L. 211-36 et seq. ofthe Monetary and Financial Code being the applicable rules of French law implementing directive2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateralarrangements (the “Directive”).
Article L. 211-40 of the Monetary and Financial Code states that the provisions of book VI of theCommercial Code (pertaining to insolvency proceedings as a matter of French law) shall not impede (“nefont pas obstacle”) the application of article L. 211-38 of the Monetary and Financial Code. This provisionshould lead to the conclusion that the rules pertaining to the nullity of acts concluded during the hardening
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period (période suspecte) (as provided for in articles L. 632-1 and L. 632-2 of the Commercial Code) will notapply in respect of guarantees governed by said article L. 211-38. The hardening period (période suspecte)is a period of time the duration of which is determined by the bankruptcy judge upon the judgementrecognising that the cessation of payments (cessation des paiements) of the insolvent company hasoccurred. The hardening period commences on a date which can be set at up to eighteen (18) months priorto the date of such judgement.
Given the provisions of the Directive it is reasonable to consider that article L. 211-40 of theMonetary and Financial Code will exclude application of articles L. 632-1-6° of Commercial Code, whichprovides for an automatic nullity of security interest granted during the hardening period to secure pastobligations of a debtor and, therefore, that the General Reserve and the Commingling Reserve would not bevoid on the basis of said article L. 632-1-6° of Commercial Code.
However, it cannot be excluded that article L. 211-40 of the Monetary and Financial Code does notintend to overrule article L. 632-2 of the Commercial Code, which provides for a potential nullity of acts whichare onerous (actes à titre onéreux) if the counterparty of the debtor was aware, at the time of conclusion ofsuch acts, that the debtor was unable to pay its debts due with its available funds (en état de cessation despaiements). Should article L. 632-2 of the Commercial Code be deemed applicable, nullity of the GeneralReserve and the Commingling Reserve could be sought, if the FCT was aware, at the time where theGeneral Reserve and the Commingling Reserve were constituted (or the subject of an increase), thatCrédipar was unable to pay its debt due with its available funds (en état de cessation des paiements).
In this respect, Crédipar will (i) provide a solvency certificate signed by a person holding a mandatsocial on the First Purchase Date and thereafter, on each Subsequent Purchase Date and (ii) represent andwarrant on each Purchase Date that it is not it is not subject to, and is not aware of any action or demandwhich may lead to the opening against it of, any proceedings set out in Book VI of the Commercial Code orany similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due withits available funds (en état de cessation des paiements).
Disproportionate Guarantee
Pursuant to article L. 650-1 of the Commercial Code, a creditor may be held liable towards abankrupt debtor if the credit granted by it to such debtor entailed a damage and the security interest securingsuch credit is disproportionate (disproportionné) compared to that credit. In such case, such security interestcan be declared null and void or reduced by a judge.
Retention of title clause and automobile pledge
The payments owed by the Debtors pursuant to certain Receivables may be guaranteed, as the casemay be, by:
(i) a reserve of title clause (clause de réserve de propriété) (i) which transfers the property right in thefinanced Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) towhich the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA cardealer at the time of the execution of the corresponding Auto Loan Contract; or
(ii) an automobile pledge (gage automobile) taken in compliance with Decree no. 53-968 dated 30September 1953.
In this respect, it should be noted in particular that:
(a) under French law, a retention of title clause is not enforceable against the bona fide third parties (inparticular, but without limitation, against the beneficiary of a subsequent pledge over the relevantasset, or any subsequent purchaser thereof);
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(b) under decree no. 53-968 dated 30 September 1953, only the seller of a car or the person financingthe purchase of that car can benefit from an automobile pledge (gage automobile) over that car;
(c) ordinance n°2006-346 dated 23 March 2006 introduced in the Civil Code (articles 2351 to 2353) newprovisions governing automobile pledge (gage automobile), which do not impose any restriction as towhat types of creditors could benefit from an automobile pledge (gage automobile). These newprovisions entered into effect on 1 July 2008. In addition, new article 2335 of the Civil Code,introduced by the said ordinance, provides that the pledgor should be the owner of the pledgedasset. One of the possible interpretation of that article could be that an automobile pledge (gageautomobile) subject to the new regime could not be validly taken over a car being the subject of aretention of title clause, provided however that these new provisions are now in force but are subjectto completion by more detailed provisions and that it is not possible to determine yet the views that aFrench court would take on this matter.
Change of Law
The structure of the securitisation transaction referred to in this Offering Memorandum is based onFrench law and French tax, regulatory and administrative practices in effect as at the date of this OfferingMemorandum and with regard to the expected tax treatment of all relevant entities under such laws andpractices. No assurance can be given as to the impact of any possible change to French law (including theimplementation of the new automobile pledge (gage automobile) regime) and tax, regulatory oradministrative practices which may occur after the date of this Offering Memorandum, nor can anyassurance be given as to whether any such change could adversely affect the ability of the FCT to makepayments under the Notes.
Risks relating to the Notes
General
The purchase of the Class A Notes is only suitable for investors (i) that possess adequateknowledge and experience in structured finance investments and have the necessary background andresources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of lossof their investment (up to a total loss of the investment) without having to prematurely liquidate theinvestment; and (iii) that are able to assess the tax aspects and implications of such investmentindependently.
Furthermore, each potential investor should base its investment decision on its own and independentinvestigation and on the advice of its professional advisors (with whom the investor may deem it necessaryto consult), be able to assess if an investment in the Class A Notes (i) is in compliance with its financialrequirements, its targets and situation (or if it is acquiring the Class A Notes in a fiduciary capacity, those ofthe beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions oninvestments (regardless of whether it acquires the Class A Notes for itself or as a trustee); and (iii) is anappropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks ofsuch investment.
Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the DataProtection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the JuniorSwap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party has orassumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A Notes by aprospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in whichit operates (if different), or for compliance by that prospective investor with any law, regulation or regulatorypolicy applicable to it.
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Credit Enhancement Provides Only Limited Protection Against Losses
The credit enhancement mechanisms established in respect of the Compartment through the issueof the Class B Notes and the constitution of the General Reserve provide only limited protection to theholders of the Class A Notes. Likewise, the General Reserve offers only limited protection to the holders ofthe Class B Notes. Although the credit enhancement is intended to reduce the effect of delinquent paymentsor losses on the Receivables, the amount of such credit enhancement is limited and, upon its reduction, theholders of the Class B Notes and, thereafter, the holders of Class A Notes, may suffer from losses with theresult that the Class A Noteholders or the Class B Noteholders may not receive all amounts of interest andprincipal due to them. A Noteholder may suffer from late payments or losses. As a consequence, the creditenhancement mechanisms might not be sufficient in the event of late payments or losses attributable to thePurchased Receivables.
Greater Risk for the Class B Notes
The Class B Notes bear greater credit risk than the Class A Notes. This is because payments ofprincipal in respect of the Class B Notes are subordinated to payments of principal in respect of the Class ANotes. In addition, payments of interest in respect of the Class B Notes are subordinated to payments ofinterest in respect of the Class A Notes (see Section “OPERATION OF THE COMPARTMENT,REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS”).
During the Accelerated Amortisation Period, the Class B Noteholders will receive payments only tothe extent that the Class A Notes have been redeemed in full.
Other Account only for Specific Purposes
In addition to the General Reserve Account, the Commingling Reserve Account is intended to protectthe FCT, to the extent of the amount standing to the credit thereof, against the commingling risk only (seeSection “RISKS FACTORS – Selected French law aspects – Selected French insolvency law aspects –Commingling”).
If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT,the Management Company will open a separate account (the “Collateral Cash Account”) in which suchcash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securitiesis provided, the Management Company will be required to open a custody account in which such securitiesprovided by the Interest Rate Swap Counterparty will be held (the “Collateral Custody Account” and,together with the Collateral Cash Account, the “Collateral Accounts”).
No payments or deliveries may be made in respect of the Collateral Accounts other than the transferof collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap Counterparty inaccordance with the terms of the Interest Rate Swap Agreements, unless upon termination of an InterestRate Swap Agreement, an amount is owed by the relevant Interest Rate Swap Counterparty to the FCT, inwhich case, the collateral held on the Collateral Accounts may (i) form a part of the Available Interest Amountof the FCT and be applied in accordance with the applicable Priority of Payments and/or (ii) be used outsidethe application of any Priority of Payments to pay an upfront amount (soulte) to a new interest rate swapcounterparty for such entity to enter into a new interest rate swap agreement with the FCT and/or (iii) if notused pursuant to any of the foregoing, be retransferred to the relevant Interest Rate Swap Counterpartyoutside any Priority of Payments.
Interest Rate Risk in respect of the Class A Notes - Risk of Interest Rate Swap Counterparties’ Insolvency
The Purchased Receivables arising from the Auto Loan Contracts incorporate one or several fixedrates of interest whilst the Notes bear a floating rate of interest based on the EURIBOR Reference Rate.Consequently, the FCT is exposed to an interest rate risk which will be hedged by way of two Interest Rate
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Swap Agreements, each such Interest Rate Swap Agreement to be entered into between the FCT and anInterest Rate Swap Counterparty.
The FCT will use payments made by the Interest Rate Swap Counterparties to assist it in makinginterest payments on the Class A Notes on each Payment Date. The floating rate payments the FCTreceives under the Interest Rate Swap Agreements are calculated with respect to the Swap Notional Amountwhich is equal (a) for any day on or before the first Payment Date: € 956,000,000; and (b) for any daythereafter, the minimum of (x) the aggregate of the Effective Outstanding Balance of the PerformingReceivables on the Determination Date immediately preceding the Payment Date on or immediatelypreceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on thePayment Date on or immediately preceding such day, as calculated by the Management Company. Duringperiods in which floating rate payments payable by the Interest Rate Swap Counterparties under the InterestRate Swap Agreements are greater than the fixed rate payments payable by the FCT under the Interest RateSwap Agreements, the FCT will be more dependent on receiving net payments from the Interest Rate SwapCounterparties in order to make interest payments on the Notes. If in such a period any Interest Rate SwapCounterparty fails to pay any amounts when due under the relevant Interest Rate Swap Agreement, theAvailable Distribution Amount may be insufficient to make the required payments on the Notes and theholders of Notes may experience delays and/or reductions in the interest and principal payments on theClass A Notes.
During periods in which floating rate payments payable by the Interest Rate Swap Counterpartiesunder the Interest Rate Swap Agreements are less than the fixed rate payments payable by the FCT undersuch Interest Rate Swap Agreements, the FCT will be obliged under the Interest Rate Swap Agreements tomake a net payment to the relevant Interest Rate Swap Counterparty. The Interest Rate SwapCounterparty's claims for payment (including certain termination payments required to be made by the FCTupon a termination of the relevant Interest Rate Swap Agreement) under the relevant Interest Rate SwapAgreement will rank higher in priority than all payments on the Class A Notes. If a net payment under anInterest Rate Swap Agreement is due to the relevant Interest Rate Swap Counterparty on a Payment Date,the then Available Distribution Amount may be insufficient to make such net payment to the Interest RateSwap Counterparty and, in turn, interest and principal payments to the holders of Class A Notes, so that theClass A Noteholders may experience delays and/or reductions in the interest and principal payments on theClass A Notes.
Each Interest Rate Swap Counterparty may terminate the Interest Rate Swap Agreement to which itis a party upon the occurrence of an Event of Default or a Change in Circumstances (as such terms aredefined in the relevant Interest Rate Swap Agreement) including without limitation a failure by the FCT tomake any payment or delivery pursuant to the relevant Interest Rate Swap Agreement which failure has notbeen remedied within three (3) Business Days. Each Interest Rate Swap Counterparty may also terminatethe Interest Rate Swap Agreement if among other things, (i) any provision of the Transaction Documentsaffecting the amount, timing or priority of payments is amended without the written consent of the InterestRate Swap Counterparty, or (ii) any provision of the Transaction Documents is amended without the consentof the Interest Rate Swap Counterparty only to the extent where such amendment would have a materialadverse effect on the relevant Interest Rate Swap Counterparty or (iii) the declaration or the occurrence ofthe liquidation or dissolution of the Compartment.
The FCT may terminate an Interest Rate Swap Agreement if, among other things, (i) the InterestRate Swap Counterparty becomes insolvent, (ii) the Interest Rate Swap Counterpart fails to make anypayment or delivery pursuant to such Interest Rate Swap Agreement when due and such failure is notremedied within two (2) Business Days, or if (iii) performance of such Interest Rate Swap Agreementbecomes illegal. See Section "CREDIT STRUCTURE - Interest Rate Swap Agreement - Termination andearly termination".
The FCT is exposed to the risk that any Interest Rate Swap Counterparty may become insolvent. Inthe event that an Interest Rate Swap Counterparty suffers a rating downgrade, the FCT may terminate therelated Interest Rate Swap Agreement if the Interest Rate Swap Counterparty fails, within a set period oftime, to take certain actions intended to mitigate the effects of such downgrade. Such actions may includethe Interest Rate Swap Counterparty collateralising its obligations under the Interest Rate Swap Agreement,
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transferring its obligations to a replacement interest rate swap provider having the Swap CounterpartyRequired Ratings or procuring that an entity with the Swap Counterparty Required Ratings becomes a co-obligor with or guarantor of the Interest Rate Swap Counterparty. However in the event the Interest RateSwap Counterparty is downgraded there can be no assurance that a co-obligor, guarantor or replacementInterest Rate Swap Counterparty will be found or that the amount of collateral provided will be sufficient tomeet the Interest Rate Swap Counterparty's obligations. See Section "CREDIT STRUCTURE - Interest RateSwap Agreements - Ratings downgrade of Interest Rate Swap Counterparty".
In the event that any Interest Rate Swap Agreement is terminated by either party, then, dependingas applicable, either on the replacement value or on the total losses and costs incurred in connection withthe termination of the swap (including but not limited to loss of bargain, cost of funding and losses and costsincurred as a result of termination, liquidating, obtaining or re-establishing any hedge or related tradingposition), a termination payment may be due to the FCT or to the Interest Rate Swap Counterparty. Anysuch termination payment could be substantial.
In the event that an Interest Rate Swap Agreement is terminated by either party or an Interest RateSwap Counterparty becomes insolvent, the FCT may not be able to enter into a replacement interest rateswap agreement with a replacement interest rate swap provider immediately or at a later date. If areplacement interest rate swap provider cannot be contracted, the amount available to pay principal of andinterest on the Class A Notes will be reduced if the floating rate applicable to the Class A Notes exceeds thefixed rate the FCT would have been required to pay the relevant Interest Rate Swap Counterparty under theterminated Interest Rate Swap Agreement. In these circumstances, the Available Distribution Amount maybe insufficient to make the required payments on the Class A Notes and the holders of Class A Notes mayexperience delays and/or reductions in the interest and principal payments on the Class A Notes.
If an Interest Rate Swap Agreement terminates prior to its scheduled termination date, a terminationpayment may be payable either to the FCT by the Interest Rate Swap counterparty or vice versa. If suchtermination payment is payable by the FCT and it cannot be funded directly by any premium or upfrontpayment paid to the FCT in connection with the entering into of a replacement interest rate swap agreement,such payment will be made subject to the applicable Priority of Payments. As a result thereof, the FCT couldhave insufficient funds to enable it to make payments under the Class A Notes.
Each Interest Rate Swap Counterparty may, subject to the satisfaction of certain conditions, transferits obligations under the Interest Rate Swap Agreement to which it is a party to a third party having, or, ifapplicable, whose credit support provider has, the Swap Counterparty Required Ratings. See Section"CREDIT STRUCTURE - Interest Rate Swap Agreements - Transfer by Interest Rate Swap Counterparty".
Changing characteristics of the Purchased Receivables during the Revolving Period could result in faster orslower repayments or greater losses on the Notes
During the Revolving Period, Available Collections that would, absent such a Revolving Period, havebeen used to repay the Principal Amount Outstanding of the Notes will be used to purchase furtherReceivables from the Seller (subject to the applicable Priority of Payments).
For that reason and as some of the Purchased Receivables might also be subject to the rescissionprocedure and indemnification procedure, combined with a substitution, as provided for in the MasterPurchase Agreement in case of non-conformity of such Purchased Receivables (if such non-conformity isnot, or not capable of being, remedied), the composition of the pool of Purchased Receivables will changeover time and, although the Seller will represent and warrant that any Receivables transferred to the FCTcomply with the Eligibility Criteria and it is a condition precedent to each purchase of Additional Receivablesthat the Global Portfolio Limits remain complied with further to such purchase, the actual characteristics ofthe Purchased Receivables pool may (i) change after the Closing Date and (ii) upon the start of theAmortisation Period or Accelerated Amortisation Period (if applicable) or upon a Compartment LiquidationEvent, be substantially different from the actual characteristics of the portfolio of Purchased Receivables asof the Closing Date. These differences could result in faster or slower repayments or greater losses on the
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Notes than what would have been the case based on the portfolio of Purchased Receivables as of theClosing Date.
Yields to Maturity and Weighted Average Life of the Class A Notes
Although the origination of Receivables by the Seller has been fluctuating in limited proportions forseveral years (see Section “DESCRIPTION OF THE SELLER AND BANQUE PSA FINANCE GROUP”),there is no assurance that in the future the origination of auto loans by the Seller will be sufficient for thepurpose of transferring new Receivables to the FCT or that all or part of such new loans will meet theEligibility Criteria. Consequently, the Revolving Period might end prior to its scheduled end date as set out inthis Offering Memorandum or a Partial Early Amortisation Event may occur.
The calculation of the weighted average life of the Class A Notes is subject, among others, to certainassumptions regarding the payment of the Receivables, the characteristics of the Additional Receivablespurchased during the Revolving Period and the hypothetical rates of CPR and delinquency of theReceivables, which may materially differ from what will be actually observed. The prepayment of theReceivables is influenced by a variety of economic and social factors such as market interest rates, theeconomic situation of the Debtors and the general economic situation, for which reason it cannot bepredicted.
A high level of CPR, the occurrence of an Amortisation Event, an Accelerated Amortisation Event,the occurrence of a Compartment Liquidation Event (including, without limitation, if, at that time, theaggregate of the outstanding balances (capital restant dû) of the undue (non échues) PerformingReceivables held by the Compartment falls below 10 per cent. of the maximum aggregate outstandingbalances (capital restant dû) of the undue (non échues) Performing Receivables recorded since the ClosingDate) may each influence the average lives and the respective yields to maturity of the Class A Notes (seeSection “WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES”).
Early Liquidation of the Issuer
The Compartment Regulations set out a number of circumstances in which the ManagementCompany would be entitled or obliged to liquidate the Compartment. These circumstances may occur priorto the scheduled maturity date of the Class A Notes, in which case the Class A Notes may be prepaid.There is no assurance that the market value of the Purchased Receivables will at any time be equal to orgreater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interestthereon.
Moreover, in the event of the occurrence of an Compartment Liquidation Event and a sale of theassets of the Compartment by the Management Company (see "LIQUIDATION OF THE COMPARTMENT,CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, theCustodian, any relevant parties to the Transaction Documents and the Interest Rate Swap Counterpartieswill be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and otheramounts owing to such parties prior to any distributions due to the holders of the Notes (including the ClassA Notes), in accordance with the applicable Priority of Payments.
Interest Shortfall
In the event that any of the Notes are affected by a Notes Interest Shortfall, such amount will notbear interest. A Notes Interest Shortfall may occur on a Payment Date when, inter alia, the AvailableDistribution Amount, as applied in accordance with and subject to the relevant Priority of Payments, is notsufficient to pay the Class A Interest Amount or the Class B Interest Amount.
Changing characteristics of the Purchased Receivables during the Revolving Period could result infaster or slower repayments or greater losses on the Notes
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No Liquidity ensured on the Secondary Market – Selling Restrictions
No assurance can be given as to the development of a secondary market for the Class A Notes(despite the fact that application has been made to list the Class A Notes on the Paris Stock Exchange(Euronext Paris)) or that, if a secondary market does develop, such market will continue for so long as theNotes remain outstanding or will provide Noteholders with sufficient liquidity. The absence or insufficiency ofliquidity in the secondary market is likely to result in fluctuations of the market value of the Notes.
In addition, the market value of the Class A Notes may fluctuate with changes in prevailing rates ofinterest. Consequently, any sale of Class A Notes by Noteholders in any secondary market which maydevelop may be at a discount to the original purchase price of such Class A Notes.
Furthermore, the Notes are subject to certain selling and transfer restrictions, which may further limittheir liquidity (see “SUBSCRIPTION AND SALE”).
Rating of the Class A Notes
The ratings assigned to the Class A Notes by the Rating Agencies take into consideration thestructural, tax and legal aspects associated with the Class A Notes and the underlying portfolio of PurchasedReceivables, as well as other relevant features of the structure, including, inter alia, the credit quality of theInterest Rate Swap Counterparties, the Compartment Account Bank, the Paying Agent, the Seller, theSpecially Dedicated Account Bank and the Servicer. Each Rating Agency's rating reflects only the view ofthat Rating Agency.
The rating of the Class A Notes by the Rating Agencies addresses the timely payment of interestand the ultimate payment of principal on such Class A Notes.
The rating of all Rating Agencies takes into consideration the characteristics of the portfolio ofPurchased Receivables and the current structural, legal, tax and FCT-related aspects associated with theNotes. The ratings do not address the possibility that the Class A Noteholders might suffer a lower thanexpected yield due to prepayments.
Rating organisations other than the Rating Agencies may seek to rate the Class A Notes and, if such"shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assigned to the Class ANotes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the valueof the Class A Notes.
There is no assurance that the ratings will continue for any period of time or that they will not belowered, reviewed, suspended or withdrawn by the Rating Agencies. Future events, including eventsaffecting the Purchased Receivables, the Interest Rate Swap Counterparties, the Compartment AccountBank, the Paying Agent, the Seller and the Servicer could have an adverse effect on the rating of the Class ANotes.
If the ratings initially assigned to the Class A Notes by the Rating Agencies are subsequentlywithdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or creditenhancement to the Class A Notes.
A security rating is not a recommendation to buy, sell or hold securities and may be subject torevision or withdrawal at any time by the rating organisation. The ratings assigned to the Class A Notes (ifany) should be evaluated independently from similar ratings on other types of securities.
Disclosure of the Transaction Documents
Each Transaction Document will contain a confidentiality clause which will nevertheless not apply ifthe recipient, a Noteholder or an ABCP conduit financing directly or indirectly the subscription or purchase ofNotes, is required to disclose the same pursuant to any law (including, without limitation, pursuant to Rule
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17g5 of the Securities Exchange Act of 1934) or order of any court or pursuant to any direction, request orrequirement (whether or not having the force of law) of any central bank or any governmental or otherregulatory authority (including any official bank examiners or regulators) or stock exchanges.
Withholding Tax under the Notes
Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificativepour 2009) # 2009-1674 dated 30 December 2009 (the “Law”), payments of interest and other income madeby the FCT with respect to the Notes will not be subject to the withholding tax set out under article 125 A IIIof the Tax Code unless such payments are made outside of France in a non-cooperative State or territory(Etat ou territoire non-coopératif) within the meaning of article 238-0 A of the Tax Code (a “Non-CooperativeState”). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax willbe applicable (subject (where relevant) to certain exceptions summarised below and the more favourableprovisions of any applicable double tax treaty) pursuant to article 125 A III of the Tax Code.
Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if theFCT can prove that the principal purpose and effect of a particular issue of Notes was not that of allowing thepayment of interest or other income to be made in a Non-Cooperative State (the “Exception“). Pursuant to aruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, anissue of Notes will benefit from the Exception without the FCT having to provide any proof of the purpose andeffects of such issue of Notes if such Notes are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the Monetary andFinancial Code or pursuant to an equivalent offer in a State or territory other than a Non-CooperativeState (for this purpose, an "equivalent offer" means any offer requiring the registration or submissionof an offer document by or with a foreign securities market authority); or
(ii) admitted to trading on a French or foreign regulated market or a multilateral securities trading systemprovided that (a) such market or system is not located in a Non-Cooperative State, (b) the operationof such market is carried out by a market operator or an investment services provider or a similarforeign entity, and (c) such market operator, investment services provider or entity is not located in aNon-Cooperative State; or
(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearingand delivery and payments systems operator within the meaning of Article L.561-2 of the Monetaryand Financial Code, or of one or more similar foreign depositaries or operators provided that suchdepositary or operator is not located in a Non-Cooperative State.
Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes,and, subject to their effective listing, the Exception will apply in respect of such Class A Notes.
Consequently, under current law, all payments of principal or interest by the FCT in respect of theClass A Notes will be made free from any withholding or deduction for or on account of any tax imposed inFrance subject as provided in the Section entitled “FRENCH TAXATION REGIME” on page 160. However,there can be no assurance that the law or practice will not change.
In the event withholding taxes are imposed in respect of payments due to holders of Notes, neitherthe FCT nor the Paying Agent (in respect of the Class A Notes only) nor any other party to the TransactionDocuments will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amountsthe holders of Notes will receive as a result of the imposition of withholding taxes.
EU Directive on the taxation of savings income
Under the EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”),each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member Statedetails of payments of interest (or similar income) paid by a person within its jurisdiction to an individual
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resident in that other Member State. However, for a transitional period, Luxembourg and Austria are insteadrequired (unless during that period they elect otherwise) to operate a withholding system in relation to suchpayments (the ending of such transitional period being dependent upon the conclusion of certain otheragreements relating to information exchange with certain other countries).
If, as a result of the implementation of the Savings Directive, a payment were to be made or collectedthrough a Member State which has opted for a withholding system and an amount of, or in respect of, taxwere to be withheld from that payment, neither the FCT nor any Paying Agent nor any other person would beobliged to pay additional amounts with respect to any Class A Note as a result of the imposition of suchwithholding tax. The FCT will ensure that it maintains a Paying Agent in a Member State that will not beobliged to withhold or deduct tax pursuant to the Savings Directive.
Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity inrespect of the Notes - Implementation of Basel II Risk-Weighted Asset Framework
The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the"Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness andstability of the international banking system as a result of the higher capital ratios that it required. TheCommittee published the text of the new capital accord under the title: "Basel II; International Convergenceon Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June 2004. InNovember 2005, the Committee issued an updated version of the Framework. On 4 July 2006, theCommittee issued a comprehensive version of the Framework. This Framework places enhanced emphasison market discipline, internal procedures and governance and sensitivity to risk and serves as a basis fornational and supra-national rule-making and approval processes for banking organisations. The Frameworkwas put into effect for credit institutions in Europe via the recasting of a number of prior directives. Thisconsolidating directive is referred to as the EU Capital Requirements Directive ("CRD"). Member Stateswere required to transpose, and the financial services industry had to apply, the CRD by 1 January 2007,subject to various transitional measures. The more sophisticated measurement approaches for operationalrisk are required to be implemented from January 2008. The Framework, as implemented, will affect riskweighting of the Notes for investors. Consequently, Noteholders should consult their own advisers as to theconsequences to and effect on them of the application of the Framework as implemented by their ownregulator, to their holding of any Notes. The FCT is not responsible for informing Noteholders of the effectsof the changes to risk-weighting which will result for investors from the adoption by their own regulator of theFramework.
The Basel Committee announced in April 2008 that it would take steps to strengthen certain aspects of theFramework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel IImarket risk framework and Proposed enhancements to the Basel II framework in January 2009. TheEuropean Commission also published in April 2008 a consultation paper on certain changes proposed to theCRD and it has also sought technical advice on its proposed changes from the Committee of EuropeanBanking Supervisors. On 9 March 2009 the EU's Economic and Financial Affairs Council (ECOFIN)endorsed the European Commission's final proposal for amendments to the CRD published in December2008. The European Commission's final proposal contained the "skin in the game" proposals that (broadly)require originators/sponsors of securitisations to retain a 5% economic interest in those securitisations. TheEuropean Parliament has agreed to the amendments (including the 5% "skin in the game" retentionrequirement) to the CRD on 6 May 2009 and the Council and the European Parliament adopted a directive2009/111/EC on 16 September 2009 (“CRD 2”).
In particular, in Europe, investors should be aware of article 122a of the CRD (”Article 122a”), asimplemented in France by the order (arrêté) of 25 August 2010 modifying several regulatory provisionsrelating to prudential control of credit institutions and investment firms (the “2010 Order”) including, inter alia,the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investmentfirms, as amended from time to time (the ”2007 Order”). The 2010 Order entered into force on 31 December2010 and article 23 of the 2010 Order (which introduces a new article 217-1 in the 2007 Order) applies ingeneral to new securitisations issued on or after 1 January 2011 and, after 31 December 2014, to existingsecuritisations where new underlying exposures are added or substituted after 31 December 2014. Article
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122a restricts an EU regulated credit institution from investing in asset-backed securities unless theoriginator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EUregulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than 5%in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a. Article122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certaindue diligence in respect of, amongst other things, its note position and the underlying exposures and thatprocedures are established for such activities to be conducted on an on-going basis. Failure to comply withone or more of the requirements set out in Article 122a will result in the imposition of a penal capital chargeon the notes acquired by the relevant investor.
Prospective noteholders should therefore make themselves aware of the requirements of Article 122a,where applicable to them, in addition to any other regulatory requirements applicable to them with respectto their investment in the Notes. Each prospective investor is required to independently assess anddetermine the sufficiency of the information described in this Prospectus for the purposes of complying withArticle 122a and its own situation and obligations in this respect.
There remains considerable uncertainty with respect to Article 122a and it is not clear what will be required todemonstrate compliance to national regulators. Investors who are uncertain as to the requirements that willneed to be complied with in order to avoid the additional regulatory charges for non compliance with Article122a should seek guidance from their regulator. Similar requirements to those set out in Article 122a areexpected to be implemented for other EU regulated investors (such as investment firms, insurance andreinsurance undertakings and certain hedge fund managers) in the future.
Article 122a of the Capital Requirements Directive and any other changes to the regulation or regulatorytreatment of the Notes for some or all investors may negatively impact the regulatory position of individualinvestors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondarymarket.
Eurosystem Eligibility
The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility.
This means that the Class A Notes are intended upon issue to be admitted to the operations of EuroclearFrance (acting as central depositary) and deposited with one of Euroclear Bank S.A./N.V. or Clearstream,Luxembourg, as common safekeeper but does not necessarily mean nor imply any guarantee that the ClassA Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday creditoperations by the Eurosystem either upon issue or at any or all times during their life.
Such recognition will, inter alia, depend upon satisfaction of the Eurosystem eligibility criteria.
If the Class A Notes do not satisfy the criteria specified by the European Central Bank, there is a risk that theClass A Notes will not be eligible collateral for Eurosystem. Neither the FCT, the Management Company,the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Lead Managers,the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, theInterest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor any of theirrespective affiliates nor any other party gives any representation, warranty, confirmation or guarantee to anyinvestor in the Class A Notes that the Class A Notes will, either upon issue, or at any or all times during theirlife, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligiblecollateral. Any potential investor in the Class A Notes should make their own conclusions and seek their ownadvice with respect to whether or not the Class A Notes constitute Eurosystem eligible collateral.
Liability under the Notes – Direct Exercise of Rights
The Notes are the obligations of the FCT in respect of the Compartment only and will not be theobligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, orguaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the Compartment
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Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent,the Data Protection Agent, the Joint Arrangers, the Joint Lead Managers, the Interest Rate SwapCounterparties, the Junior Swap Provider or any of their respective affiliates and/or employees or agents andnone of such persons accepts any liability whatsoever in respect of any failure by the FCT to make paymentof any amount due under the Notes. Notwithstanding the rights of the Class A Noteholders Representative(each, as defined in section "TERMS AND CONDITIONS OF THE NOTES") and the powers of the GeneralMeeting of the Class A Noteholders, only the Management Company may enforce the rights of the FCTagainst third parties.
The Management Company is required under French law to represent the FCT and to furtherrepresent and act in the best interests of the Noteholders and the Residual Unitholders. The ManagementCompany has the exclusive right to exercise contractual rights against the parties who have entered intoagreements with the FCT, including the Seller and the Servicer. The Noteholders and the ResidualUnitholders will not have the right to exercise any such rights directly.
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OPERATION OF THE COMPARTMENT,REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS
General
The rights of the Noteholders and of the Residual Unitholders to receive payments of principal andinterest on the Notes or the Residual Units, as applicable, will be determined in accordance with the relevantperiod of the Compartment (as described below). The relevant periods are the Revolving Period, theAmortisation Period, and, in certain circumstances, the Accelerated Amortisation Period. Following theoccurrence of an Accelerated Amortisation Event during the Revolving Period or the Amortisation Period, theAccelerated Amortisation Period will be triggered irrevocably.
Periods of the Compartment
Revolving Period
General
The structure of the Compartment provides that during the Revolving Period the Seller will be entitledto assign new Receivables to the FCT, in accordance with the provisions of the Master Purchase Agreementand the Compartment Regulations. The Receivables assigned to the FCT by the Seller during the RevolvingPeriod will be exclusively allocated to the Compartment by the Management Company.
Operation
Expected Duration of the Revolving Period
The Revolving Period is the period beginning on the Closing Date and ending on (and including) theMonthly Payment Date falling in November 2012, provided that no Amortisation Event or AcceleratedAmortisation Event or Compartment Liquidation Event has occurred.
Operation of the Compartment during the Revolving Period
During the Revolving Period, the Compartment operates as follows:
(a) on each Monthly Payment Date, according to the applicable Priority of Payments, the Noteholdersshall only be entitled to receive payments of interest, provided that in the event that the AvailableDistribution Amount is insufficient:
(i) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on therelevant Monthly Payment Date, the Class A Interest Amounts will be paid on a pro rata andpari passu basis and in priority to the Class B Interest Amounts;
(ii) to pay in full the Class A Interest Amounts due on the relevant Monthly Payment Date, suchClass A Interest Amounts will be paid to the holders of the Class A Notes, on a pro rata andpari passu basis together with the fees due to the Paying Agent; and
(iii) to pay in full the Class B Interest Amounts due on the relevant Monthly Payment Date, suchClass B Interest Amounts will be paid to the holders of the Class B Notes on a pro rata andpari passu basis,
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and the Management Company shall calculate, if any, the Class A Notes Interest Shortfall and/or theClass B Notes Interest Shortfall. Any Class A Notes Interest Shortfall or, as the case may be, ClassB Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the nextMonthly Payment Date to the extent of the Available Distribution Amount and subject to the relevantPriority of Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B NotesInterest Shortfall will bear interest;
(b) the amounts of principal due to the Noteholders are credited, on each Payment Date, to the PrincipalAccount, to be applied in the purchase of Receivables which satisfy the Eligibility Criteria from theSeller by the Management Company;
(c) on any Subsequent Selection Date; the Seller shall select Additional Receivables which comply withthe Eligibility Criteria and offer, pursuant to a Purchase Offer, to the Management Company, actingin the name and on behalf the FCT, the Additional Receivables to be allocated to the Compartment.The Management Company will instruct the Custodian and the Compartment Account Bank, asnecessary, to pay to the Seller the aggregate of the Principal Component Purchase Price of theReceivables to be transferred by the Seller to the FCT as of the immediately following SubsequentPurchase Date, by debiting the Principal Account on the relevant Monthly Payment Date, providedthat the aggregate of all such Principal Component Purchase Prices shall not exceed, in any event,the Available Purchase Amount, as calculated by the Management Company in respect of suchSubsequent Purchase Date on the basis of the information provided to it no later than two (2)Business Days before the Subsequence Purchase Date;
(d) on any Subsequent Purchase Date, the Management Company will allocate exclusively to theCompartment the Additional Receivables purchased from the Seller on that date;
(e) on each Payment Date, the Management Company will instruct the Compartment Account Bank,under supervision of the Custodian, to pay directly to the Seller for the same value date:
(i) all amounts of interest received from the investment of the General Reserve Cash Depositstanding to the credit of the General Reserve Account; and
(ii) all amounts of interest received from the investment of the Commingling Reserve standing tothe credit of the Commingling Reserve Account (if applicable);
(f) on each Monthly Payment Date during the Revolving Period, the Management Company shall repayto the Servicer the Commingling Reserve Decrease Amount standing to the credit of theCommingling Reserve Account, if applicable;
(g) on each Monthly Payment Date, the Management Company shall pay to the Seller any MonthlyDeferred Principal payable in respect of the Purchased Receivables subject to a Deferred Paymentof the Purchase Price in accordance with the applicable Priority of Payments;
(h) on the Monthly Payment Date following the occurrence of a Partial Early Amortisation Event, theManagement Company shall pay to the Noteholders on a pro rata basis the Partial EarlyAmortisation Amount;
(i) on each Monthly Payment Date, the Residual Units will only receive payments of interest accordingto the Interest Priority of Payments; and
(j) upon the occurrence of an Amortisation Event or an Accelerated Amortisation Event, the RevolvingPeriod shall automatically terminate and the Compartment shall enter into the Amortisation Period orthe Accelerated Amortisation Period, as the case may be.
Conditions Precedent to the purchase of Additional Receivables
According to the provisions of article L. 214-43 of the Monetary and Financial Code and of theCompartment Regulations, the FCT is entitled to purchase Receivables which comply with the EligibilityCriteria from the Seller after the First Purchase Date for their exclusive allocation to the Compartment by the
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Management Company. The Receivables which meet the Eligibility Criteria will be extracted, during theRevolving Period, from the existing portfolio of the Seller as of the First Purchase Date and/or from portfoliosof eligible Receivables originated by the Seller after that First Purchase Date. Consequently, the FCT hasagreed to purchase from the Seller Additional Receivables which must comply with the Eligibility Criteria, inaccordance with article L. 214-43 of the Monetary and Financial Code, pursuant to the terms and conditionsset out below.
In this respect, the Management Company will verify that the following conditions precedent to thepurchase of Receivables are or will be satisfied on each Subsequent Purchase Date:
(a) no Amortisation Event has occurred or will occur on such Subsequent Purchase Date and noPrincipal Deficiency Shortfall and no Purchase Shortfall will occur on the Calculation Dateimmediately following such Subsequent Purchase Date;
(b) no Accelerated Amortisation Event has occurred or will occur on such Subsequent Purchase Date;
(c) each Global Portfolio Limit is complied with on the immediately preceding Subsequent SelectionDate (taking into account these Additional Receivables offered to be purchased on that SubsequentPurchase Date);
(d) no Compartment Liquidation Event has occurred or will occur on such Subsequent Purchase Date;
(e) the Management Company has received written confirmation in the Investor Report (through thevalidation of such Investor Report by the Custodian) that Banque PSA Finance holds all of the ClassB Notes and that Crédipar holds all of the Residual Units;
(f) other than as a result of force majeure, the Seller has duly performed its obligations under theMaster Purchase Agreement;
(g) the servicing of the Purchased Receivables has not been transferred to any other entity pursuant tothe applicable provisions of the Master Servicing Agreement;
(h) the Servicer has duly made available to the Management Company the Monthly Servicer Report tobe produced by it, in accordance with the provisions of the Master Servicing Agreement, on therelevant Information Date, in the case of a breach of any obligation, such breach has been remediedwithin five (5) Business Days following the relevant Information Date;
(i) other than as a result of force majeure event, the Servicer has duly performed all its obligations(other than the obligation referred to in paragraph (h) above, but including, for avoidance of doubt,the obligation of the Servicer to credit on the relevant Monthly Settlement Date the ComminglingReserve Account with such amount as may be necessary for the credit standing thereto to be atleast equal to the then applicable Commingling Reserve Required Amount) towards the FCT underthe Master Servicing Agreement, or, in the case of a breach of any such other obligation, suchbreach has been remedied within five (5) Business Days following the relevant Information Date orwith respect of the obligation to credit of the Commingling Reserve (as the case may be), therelevant Monthly Settlement Date;
(j) the Seller has represented and warranted to the Management Company, acting in its name on behalfof the Compartment, that each of the Receivables satisfies the Eligibility Criteria as of the relevantPurchase Date;
(k) no material adverse change in the business of the Seller has occurred which, in the reasonableopinion of the Management Company, might prevent the Seller from performing its obligations underthe Master Purchase Agreement or the Master Servicing Agreement;
(l) the purchase by the FCT of Receivables which comply with the Eligibility Criteria from the Seller afterthe First Purchase Date for exclusive allocation by the Management Company to the Compartment
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will not lead, in the reasonable opinion of the Management Company, to the placement on “negativeoutlook” or as the case may be on “rating watch negative” or “review for possible downgrade”, or thedowngrading or the withdrawal of any of the ratings of the Class A Notes; and
(i) by way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of theGeneral Collection Account and the General Reserve Account only will be applied in the payment ofitems (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments)and no payments shall be made under the Principal Priority of Payments.
Methods of Purchase of Additional Receivables
The procedure for the purchase of Additional Receivables from the Seller after the First PurchaseDates, for exclusive allocation to the Compartment during the Revolving Period, is as follows:
1. No later than two (2) Business Days prior to each Subsequent Purchase Date, the ManagementCompany shall notify the Seller of the Available Purchase Amount;
2. On the Subsequent Selection Date, the Seller shall send to the Management Company, a PurchaseOffer, including Receivables randomly selected on such Subsequent Selection Date within thereceivables which comply with the Eligibility Criteria;
3. In connection with the Purchase Offer, the Seller will make representations and warranties in favourof the Management Company with respect to the compliance of the corresponding Receivables withthe Eligibility Criteria. Subject to correction of any material error, the Purchase Offer will constitutean irrevocable binding offer made by the Seller, with respect to the sale and transfer of the relevantReceivables together with the corresponding Ancillary Rights, to the Management Company;
4. The Management Company will verify, on the basis of the information provided to it by the Seller inthe said Purchase Offer, that the Receivables which are offered for purchase on the relevantPurchase Date comply with the applicable Eligibility Criteria, provided that the responsibility for thenon-compliance of the Additional Receivables transferred by the Seller to the FCT with the EligibilityCriteria on the relevant Purchase Date will at all time remain with the Seller only (and theManagement Company shall under no circumstance be liable therefore);
5. On receipt of the Transfer Document by the Management Company, which Transfer Document hasto be delivered by the Seller on the relevant Subsequent Purchase Date, the Management Companyshall verify whether the conditions precedent to the purchase of Receivables on a SubsequentPurchase Date are fulfilled and shall indicate its reasonable intention or reasonable refusal topurchase some of all of the Additional Receivables stated in the Transfer Document, and, ifapplicable, accept the Purchase Offer by signing the Transfer Document at the latest on the relevantSubsequent Purchase Date. The Management Company will provide the Seller with a certified copyof the duly signed Transfer Document and deliver the original to the Custodian; and
6. The Management Company acting on behalf of the FCT in respect of the Compartment shall instructas necessary the Custodian and the Compartment Account Bank for the Principal ComponentPurchase Price to be debited from the Principal Account on the Monthly Payment Date and theInterest Component Purchase Price to be debited from the Interest Account on the second PaymentDate falling after such Subsequent Purchase Date in accordance with the applicable Priority ofPayments.
Suspension of Purchases of Additional Receivables
The purchase of Additional Receivables will be suspended on any Subsequent Purchase Date to theextent that none of the receivables originated by the Seller satisfies, temporarily or partially, the EligibilityCriteria applicable to the Additional Receivables or to the extent that the conditions precedent to purchaseare not fulfilled. Consequently, the amounts otherwise allocated by the Management Company to purchase
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eligible Additional Receivables will be retained by the FCT in the Principal Account to be used onSubsequent Purchase Dates for the purchase of Receivables, save to the extent that an Amortisation Eventor a Partial Early Amortisation Event occurs.
Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Eventhaving occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective OutstandingBalance of the Performing Receivables, as calculated on the Determination Date immediately precedingeach such Purchase Dates (including the aggregate of the Effective Outstanding Balance of Receivableswhich are being sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (butstrictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and theInitial Principal Amount of the Class B Notes, then, on the immediately following Monthly Payment Date, theClass A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to thePartial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasionduring the Revolving Period.
On that Monthly Payment Date, for the purpose of such Partial Early Amortisation, and as anexception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes andClass B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisationof the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount Outstanding of theClass A Notes and of the Class B Notes.
For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial PrincipalAmount of the Class A Notes and of the Initial Principal Amount of the Class B Notes shall continue to beused as a basis for the purpose of determining whether a Purchase Shortfall has occurred.
Amortisation Period
Expected Duration of the Amortisation Period
Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Eventhaving occurred, the Amortisation Period will be the period beginning on the Monthly Payment Date falling inDecember 2012 (included) and ending on the earlier of the date when the Principal Amount Outstanding ofthe Notes of all classes are equal to zero and the Final Legal Maturity Date. The Management Companyshall declare the beginning of the Amortisation Period earlier if any of the following Amortisation Events hasoccurred.
Amortisation Event
The occurrence of any of the following events during the Revolving Period shall constitute an“Amortisation Event”:
(a) a Purchase Shortfall; or
(b) Crédipar (i) becomes insolvent, is subject to one of the proceedings set out in Book VI of theCommercial Code or (ii) has its credit institution licence withdrawn; or
(c) Banque PSA Finance (i) becomes insolvent, is subject to one of the proceedings set out in Book VIof the Commercial Code, or (ii) has its credit institution license withdrawn; or (iii) is subject toinjunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; or
(d) on any Monthly Settlement Date, the Servicer has failed to credit the Commingling Reserve Accountwith such amount as may be necessary for the credit standing thereto to be at least equal to the thenapplicable Commingling Reserve Required Amount and has not remedied such default within two (2)Business Days; or
(e) the Seller has breached any of its material obligations under the Data Protection Agreement; or
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(f) the credit rating of any Interest Rate Swap Counterparty is downgraded to below the relevant SwapCounterparty Required Ratings and such Interest Rate Swap Counterparty is not replaced orguaranteed by a third party with the Swap Counterparty Required Ratings or fails to provide collateralin accordance with the provisions of the relevant Interest Rate Swap Agreement; or
(g) a Servicer Termination Event; or
(h) the Average Delinquency Ratio exceeds 3.5%; or
(i) a Principal Deficiency Shortfall; or
(j) the termination of any Back-to-Back Swap Agreement where Banque PSA Finance is the defaultingparty or the sole affected party, including where Banque PSA Finance (i) becomes insolvent, issubject to one of the proceedings set out in Book VI of the Commercial Code, or (ii) has its creditinstitution license withdrawn; or (iii) is subject to injunctions made by the Autorité de ContrôlePrudentiel due to an insolvency risk.
Operation of the Compartment during the Amortisation Period
During the Amortisation Period, the Compartment shall operate as follows:
(a) pursuant to the provisions of the Master Purchase Agreement and the Compartment Regulations,the Management Company will no longer be entitled to purchase any Additional Receivables fromthe Seller;
(b) on each Monthly Payment Date, subject to the applicable Priority of Payments, the Noteholders shallreceive Class A Interest Amounts and Class B Interest Amounts, respectively as calculated by theManagement Company (see Section “TERMS AND CONDITIONS OF THE NOTES – Interest”),provided that in the event that the Available Distribution Amount is insufficient:
(i) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on suchMonthly Payment Date, the Class A Interest Amounts will be paid on a pro rata and paripassu basis and in priority to the Class B Interest Amounts;
(ii) to pay the whole of the Class A Interest Amounts due on such Monthly Payment Date, suchClass A Interest Amounts will be paid to the Class A Noteholders, on a pro rata and paripassu basis together with the fees due to the Paying Agent;
(iii) to pay the whole of the Class B Interest Amounts due on such Monthly Payment Date, suchClass B Interest Amounts will be paid to the Class B Noteholders on a pro rata and paripassu basis,
and the Management Company will calculate, if any, the Class A Notes Interest Shortfall and/or theClass B Notes Interest Shortfall. The Class A Notes Interest Shortfall and/or, as the case may be, theClass B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on thenext Monthly Payment Date to the extent of the Available Distribution Amount and subject to theapplicable Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor theClass B Notes Interest Shortfall bear interest;
(c) on each Monthly Payment Date occurring during the Amortisation Period, according to the PrincipalPriority of Payments, the Noteholders will receive payment of the Class A Principal Payments andthe Class B Principal Payments, respectively, provided that the Class A Principal Payments will bepaid in priority to any Class B Principal Payments (to the extent of the Available Distribution Amount,as calculated by the Management Company) (see Section “TERMS AND CONDITIONS OF THENOTES”);
(d) on each Monthly Payment Date, the Management Company will instruct the Compartment AccountBank, under the supervision of the Custodian, to pay directly to the Seller for the same value date:
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(i) all amounts of interest received from the investment of the moneys standing to the credit ofthe General Reserve Account; and
(ii) all amounts of interest received from the investment of the Commingling Reserve standing tothe credit of the Commingling Reserve Account (if applicable);
(e) on each Monthly Payment Date during the Amortisation Period, the Management Company shallrepay to the Servicer the Commingling Reserve Decrease Amount standing to the credit of theCommingling Reserve Account, if applicable;
(f) on each Monthly Payment Date, the Management Company shall repay to the Seller any amount bywhich the General Reserve Cash Deposit exceeds the then applicable General Reserve RequiredAmount in accordance with the Interest Priority of Payments;
(g) on each Monthly Payment Date, the Management Company shall pay to the Seller any MonthlyDeferred Principal payable in respect of the relevant Purchased Receivables subject to a DeferredPayment of the Purchase Price, in accordance with the applicable Priority of Payments; and
(h) on each Monthly Payment Date, the Residual Units shall only receive payments of interest inaccordance with the Interest Priority of Payments, except on the Compartment Liquidation Date, onwhich the Residual Unitholders shall receive the Compartment Liquidation Surplus, if any; and
(i) by way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of theGeneral Collection Account and the General Reserve Account only will be applied in the payment ofitems (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments)and no payments shall be made under the Principal Priority of Payments.
Accelerated Amortisation Period
General
Subject to no Compartment Liquidation Event having occurred, the Accelerated Amortisation Periodis the period beginning on the first Payment Date falling on or after the date on which an AcceleratedAmortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date.
Accelerated Amortisation Event
If (i) any Class A Interest Amount remains unpaid for five (5) Business Days following the relevantMonthly Payment Date or if (ii) the Principal Deficiency Amount is higher than 50% of the Principal AmountOutstanding of the Class B Notes, then an Accelerated Amortisation Event shall be deemed to haveoccurred or if (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Report onthe Information Date immediately following a Reduced Payment Date.
Operation of the Compartment during the Accelerated Amortisation Period
Upon the occurrence of an Accelerated Amortisation Event, the Revolving Period or, as the casemay be, the Amortisation Period, will automatically terminate and the Accelerated Amortisation Period willcommence. During the Accelerated Amortisation Period, the Compartment will operate as follows:
(a) following the occurrence of an Accelerated Amortisation Event during the Revolving Period, theManagement Company will cease to be entitled to purchase Additional Receivables from the Seller;
(b) on each Accelerated Payment Date, the Class A Noteholders and the Class B Noteholders willreceive, according to the Accelerated Priority of Payments, payments of Class A Interest Amounts, ofthe Principal Amount Outstanding of the Class A Notes, of the Class B Interest Amounts and of thePrincipal Amount Outstanding of the Class B Notes, respectively as calculated by the Management
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Company (see Section “TERMS AND CONDITIONS OF THE NOTES – Interest and Redemption”),provided that:
(i) no payment of principal in respect of the Class B Notes shall take place before theredemption in full of the Class A Notes;
(ii) payments of interest in respect of the Class B Notes shall be subordinated to payments ofprincipal in respect of the Class A Notes;
(iii) in the event that the Available Distribution Amount is insufficient:
(A) to pay in full the Class A Interest Amounts due on any Accelerated Payment Date,such Class A Interest Amounts are paid to the Class A Noteholders, on a pro rataand pari passu basis together with the fees due to the Paying Agent;
(B) to pay in full the Principal Amount Outstanding of the Class A Notes on anyAccelerated Payment Date, any principal payable to the Class A Noteholders ispaid to the Class A Noteholders on a pro rata and pari passu basis;
(C) to pay in full the Class B Interest Amounts due on any Accelerated Payment Date,such Class B Interest Amounts are paid to the Class B Noteholders on a pro rataand pari passu basis; and
(D) to pay in full the Principal Amount Outstanding of the Class B Notes at anyAccelerated Payment Date, any principal payable to the Class B Noteholders is paidto the Class B Noteholders pro rata on a pari passu basis; and
(c) after payment in full of the amounts due according to the Accelerated Priority of Payments (exceptpayments due in respect of the Residual Units), the remaining Available Distribution Amount on suchdate shall be applied to the payment in full of any Deferred Outstanding Balance remaining due inrespect of any Purchased Receivables;
(d) after payment in full of the amount due according to the Accelerated Priority of Payments (includingsuch payments related to any Deferred Outstanding Balance), the remaining Available DistributionAmount on such date shall be paid in respect of the Residual Units as final payment of principal andinterest.
Release of the Commingling Reserve
Upon liquidation of the Compartment and subject to the Servicer having complied in full with itsfinancial obligations (obligations financières) under the Master Servicer Agreement, the amount standing tothe credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer.
Allocation of Available Collections in respect of each Collection Period
Calculation of Available Collections
Pursuant to the Master Servicing Agreement, the Servicer has undertaken to transfer to the GeneralCollection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated BankAccount, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account.
During the Revolving Period, no later than two (2) Business Days before each Subsequent PurchaseDate, the Management Company will calculate the Available Collections in respect of the Collection Periodimmediately preceding such Subsequent Purchase Date and the Maximum Receivables Purchase Amount,on the basis of the information contained in the Monthly Servicer Report provided to the ManagementCompany on the relevant Information Date.
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During the Amortisation Period, the Management Company will calculate the Available Collections inrespect of the Collection Period immediately preceding the Calculation Date, on the basis of the informationcontained in the Monthly Servicer Report provided to the Management Company on the relevant InformationDate.
On each Calculation Date during the Revolving Period and the Amortisation Period and in respect ofeach Collection Period, the Management Company will determine the Available Interest Amount standing tothe credit of the Interest Account and the Available Principal Amount standing to the credit of the PrincipalAccount.
When calculating the Available Interest Amount and Available Principal Amount, the ManagementCompany shall only take into account such Available Collections in relation to which it has receivedconfirmation from the Servicer (whether in the Monthly Servicer Reports or otherwise) as to whether theyconstitute or not Available Collections. Any other sums collected in relation to which the ManagementCompany has not received such confirmation shall be kept to the credit of the General Collection Account onthe relevant Payment Date notwithstanding any provision to the contrary in the Transaction Documents.
Allocation of Available Collections to the Compartment Accounts
Pursuant to the Compartment Regulations,
(a) the Management Company will give the relevant instructions to the Custodian and theCompartment Account Bank to ensure that the Principal Account is credited with theAvailable Principal Collections by debiting the General Collection Account with such amounton each Payment Date in the Revolving Period or the Amortisation Period.
(b) after the payment of all the amounts set out in paragraph (a) above, the ManagementCompany will give the relevant instructions to the Custodian and the Compartment AccountBank to ensure that the remaining amount standing to the credit of the General CollectionAccount (corresponding to the Available Interest Collections) is credited to the InterestAccount on each Payment Date.
Following the occurrence of an Accelerated Amortisation Event or Compartment Liquidation Event,the Available Collections are no longer credited to the Principal Account and the Interest Account in themanner specified above but in accordance with the Accelerated Priority of Payments.
Reduced Payment Date
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of the GeneralCollection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and(c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall bemade under the Principal Priority of Payments.
Information
Pursuant to the terms of the Master Servicing Agreement, the Servicer has agreed to provide theManagement Company with certain information relating to (i) principal payments, interest payments and anyother payments received on the Receivables and (ii) any enforcement of the Ancillary Rights securing thepayment of such receivables (if any). In that respect, the Servicer will provide the Management Companywith the Monthly Servicer Report on each Information Date. On the basis of the information contained in theMonthly Servicer Report, the Management Company will determine whether a Partial Early AmortisationEvent, an Amortisation Event or an Accelerated Amortisation Event has occurred.
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Calculations and Determinations – Duties of the Management Company
On each Calculation Date during the Revolving Period and the Amortisation Period, the ManagementCompany will make such calculations as are necessary to operate the Compartment in the manner, andprepare the allocations, distributions and payment instructions described in this section.
Pursuant to the Compartment Regulations and with respect to the relevant Priority of Payments, it isin particular the responsibility of the Management Company (i) to calculate, amongst other things, on eachInterest Rate Determination Date, the relevant Rate of Interest applicable to the relevant Interest Period, theClass A Interest Amounts and the Class B Interest Amounts due in respect of each Interest Period, (ii) tocalculate, in due course prior to each Monthly Payment Date, the Principal Deficiency Amount and anyMonthly Deferred Principal to be paid with respect to such Monthly Payment Date and, (iii) to calculate thePrincipal Amounts Outstanding of each Note, and (iv) to execute the applicable transfers and allocations ofpayments in respect of any Payment Date.
It is the responsibility of the Management Company to ensure that payments will be made inaccordance with the relevant Priority of Payments as set out in the provisions of this section.
In addition, on each Calculation Date, the Management Company will send the Investor Report to theCustodian. The Custodian shall validate that Investor Report at the latest on the Validation Date before theimmediately following Payment Date. After validation, the Management Company shall make available andshall publish on its internet website, the Investor Report, on the Validation Date following such CalculationDate.
Distributions
Prior to each Monthly Payment Date or Accelerated Payment Date, the Management Company willmake the relevant calculations and determinations required in relation to the applicable Priority of Payments.
On each Monthly Payment Date falling in the Revolving Period or in the Amortisation Period, theAvailable Interest Amount and the Available Principal Amount together with the General Reserve will beapplied in making the payments referred to in the Interest Priority of Payments and in the Principal Priority ofPayments described below. The payments referred to in the Interest Priority of Payments will be made priorto the payments referred to in the Principal Priority of Payments.
On each Accelerated Payment Date falling in the Accelerated Amortisation Period, all moniesstanding to the credit of the General Collection Account and the General Reserve Account (together with anyresidual monies standing from time to time to the credit of the Principal Account and the Interest Account) willbe applied in accordance with the Accelerated Priority of Payments.
As long as the Servicer meets its financial obligations (obligations financières) under the MasterServicing Agreement, the Commingling Reserve shall not be included in the Available Collections of anyCollection Period and shall not be applied to cover any payments due in accordance with and subject to theapplicable Priority of Payments, nor to cover any Debtors’ defaults.
Instructions of the Management Company
In order to ensure that all the allocations, distributions and payments are made in a timely manner inaccordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as thecase may be, the Accelerated Amortisation Period, the Management Company will give the appropriateinstructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment CashManager, the Interest Rate Swap Counterparties, the Junior Swap Provider and the Paying Agent.
These allocations shall be made only in accordance with the instructions of the ManagementCompany provided that no amount will be withdrawn from a Compartment Account if the relevant
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Compartment Account would have a debit balance as a result thereof (see Section “DESCRIPTION OF THECOMPARTMENT ACCOUNTS”).
Priority of Payments during the Revolving Period and the Amortisation Period
Interest Priority of Payments
During the Revolving Period and the Amortisation Period, the Available Interest Amount (including,for the avoidance of doubt, the General Reserve) will be applied on each Monthly Payment Date by theManagement Company in or towards the following payments but, in each case, only to the extent that allpayments or provisions of a higher priority due to be paid or provided for have been made in full:
(a) payment of the Compartment Expenses (save for the remuneration payable to the Paying Agent)and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculatedby the Management Company on previous Monthly Payment Dates and remaining due on suchMonthly Payment Date;
(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap TerminationAmount (other than the Senior Swap Subordinated Termination Payments (if any)) due to theInterest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case maybe, in priority to such payment, payment on a pro rata and pari passu basis of Net Swap AmountsArrears and Swap Termination Amount Arrears calculated by the Management Company onprevious Monthly Payment Dates and remaining due on such Monthly Payment Date;
(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable inrespect of the Monthly Interest Period ending on such Monthly Payment Date together with theremuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and paripassu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of thePaying Agent, calculated by the Management Company on previous Monthly Payment Dates andremaining due and unpaid on such Monthly Payment Date;
(d) transfer to the credit of the General Reserve Account of such amount as is necessary for the credit ofthe General Reserve Account to be at least equal to the General Reserve Required Amountapplicable on that Monthly Payment Date, as calculation by the Management Company;
(e) transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amountas calculated by the Management Company in respect of such Monthly Payment Date;
(f) payment of the Senior Swap Subordinated Termination Payments (if any) due to the relevant InterestRate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be,in priority to such payment, payment of any Senior Swap Subordinated Termination PaymentsArrears (if any) calculated by the Management Company on the previous Monthly Payment Datesand remaining due on such Monthly Payment Date;
(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior SwapTermination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as thecase may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap AmountArrears and Junior Swap Termination Amount Arrears calculated by the Management Company onthe previous Monthly Payment Dates and remaining due on such Monthly Payment Date;
(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable inrespect of the Monthly Interest Period ending on such Monthly Payment Date and, in priority to suchpayment, payment of any Class B Notes Interest Shortfall, calculated by the Management Companyon previous Monthly Payment Dates and remaining due and unpaid on such Monthly Payment Date;
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(i) if on such Monthly Payment Date the General Reserve is higher than the General Reserve RequiredAmount, the Management Company shall instruct the Custodian and the Compartment AccountBank to return to Crédipar as reimbursement of the General Reserve Cash Deposit an amount equalto the excess of (x) the current General Reserve over (y) the General Reserve Required Amount;
(j) payment of any Monthly Deferred Principal due and payable on such Monthly Payment Date, plusany Monthly Deferred Principal due and payable on preceding Monthly Payment Date(s) andremaining unpaid on such Monthly Payment Date;
(k) (x) in respect of the first Monthly Payment Date only, payment to the Seller of the InterestComponent Purchase Price of the Receivables purchased on the First Purchase Date and (y) inrespect of the subsequent Monthly Payment Dates, payment to the Seller of the Interest ComponentPurchase Price of the Receivables purchased on the penultimate Purchase Date prior to suchMonthly Payment Date and, in priority thereto, payment to the Seller of the Interest ComponentPurchase Price or portion of Interest Component Purchase Price of any Receivables purchased onany previous Purchase Dates remaining unpaid on such Monthly Payment Date; and
(l) payment of the remaining credit balance of the Interest Account as interest to the holders of theResidual Units.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of the GeneralCollection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and(c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the itemsotherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, inaccordance with and subject to the then applicable Priority of Payments.
Principal Priority of Payments
During the Revolving Period and the Amortisation Period, the Available Principal Amount standing tothe credit of the Principal Account (together with the amounts credited by debiting the Interest Account inaccordance with item (e) of the Interest Priority of Payments) will be applied on each Monthly Payment Dateby the Management Company towards the following priority of payments but only to the extent that allpayments or provisions of a higher priority due to be paid or provided for have been made in full and bydebiting the Principal Account:
(a) payment in the order of priority there stated of the amounts referred to in paragraphs (a), (b) and (c)(inclusive) of the Interest Priority of Payments, but only to the extent not paid in full thereunder afterapplication of Available Interest Amount in accordance with the Interest Priority of Payments andalways in accordance with and subject to such Interest Priority of Payments;
(b) during the Revolving Period (only), payment of the Principal Component Purchase Price of eachReceivables purchased on the Subsequent Purchase Date falling immediately prior to such MonthlyPayment Date to the Seller, to the extent where that Principal Component Purchase Price has notbeen set-off with Non-Conformity Rescission Amounts (if any);
(c) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on apro rata and pari passu basis of the Class A Principal Payments due to the Class A Noteholders;
(d) payment of the amounts referred to in paragraph (h) of the Interest Priority of Payments, but only tothe extent not paid in full thereunder after the application of the Available Interest Amount inaccordance with the Interest Priority of Payments;
(e) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on apro rata basis of the Class B Principal Payments due to the Class B Noteholders; and
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(f) payment of the Compartment Liquidation Surplus to the holders of the Residual Units on theCompartment Liquidation Date.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, no payment shall be made under the above PrincipalPriority of Payments and items otherwise due and payable on that Payment Date shall be paid on theimmediately following Payment Date, in accordance with and subject to the then applicable Priority ofPayments.
Accelerated Priority of Payments
Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event,on any Accelerated Payment Date, all amounts standing to the credit of the General Collection Account willbe applied in the following priority of payments after the transfer of all amounts standing to the credit of theGeneral Reserve Account together with all monies standing to the credit of the Principal Account and theInterest Account (if any) onto the General Collection Account:
(a) payment of the Compartment Expenses and, in priority to such payment, payment of anyCompartment Expenses Arrears calculated by the Management Company on previous PaymentDates and remaining due on such Accelerated Payment Date;
(b) payment, on a pro rata and pari passu basis, of the Net Swap Amounts (if any) due to the InterestRate Swap Counterparties under the Interest Rate Swap Agreements together with the SwapTermination Amount (if any) in respect of any terminated Interest Rate Swap Agreement (other thanthe Senior Swap Subordinated Termination Payments (if any)) and, as the case may be, in priority tosuch Net Swap Amounts and Swap Termination Amount, payment of any Net Swap Amount Arrearsand Swap Termination Amount Arrears calculated by the Management Company on the previousPayment Dates and remaining due on such Accelerated Payment Date;
(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due in respect of theInterest Period ending on such Payment Date together with the remuneration of the Paying Agent aand, in priority to such payment, payment on a pro rata and pari passu basis of any Class A NotesInterest Shortfall and (together with any arrears of remuneration of the Paying Agent) calculated bythe Management Company on the previous Payment Dates and remaining due on such AcceleratedPayment Date;
(d) transfer to the credit of the General Reserve Account of such amount as is necessary for the credit ofthe General Reserve Account to be at least equal to the General Reserve Required Amountapplicable on that Monthly Payment Date, as calculated by the Management Company;
(e) redemption in full of the Class A Notes (on a pro rata and pari passu basis);
(f) payment of the Senior Swap Subordinated Termination Payments (if any) due to the relevant InterestRate Swap Counterparty under the relevant Interest Rate Swap Agreement and pari passu with suchpayment, payment of the Senior Swap Subordinated Termination Payments Arrears (if any)calculated by the Management Company on the previous Payment Dates and remaining due onsuch Accelerated Payment Date;
(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior SwapTermination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as thecase may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap AmountArrears and Junior Swap Termination Amount Arrears calculated by the Management Company onthe previous Payment Dates and remaining due on such Accelerated Payment Date;
(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of theClass B Notes together with the remuneration of the Paying Agent and, in priority to such payment,payment of any Class B Interest Amounts Shortfall and arrears of the remuneration of the Paying
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Agent calculated by the Management Company on the previous Payment Dates and remaining dueon such Accelerated Payment Date;
(i) redemption in full of the Class B Notes (on a pro rata basis);
(j) subject to the full redemption of the Notes of each class and to the extent not otherwise reimbursedin accordance with item (i) of the Interests Priority of Payments, repayment of the outstandingGeneral Reserve Cash Deposit to the Seller;
(k) payment of any amount of any Monthly Deferred Principal remaining unpaid;
(l) payment of any Interest Component Purchase Price remaining unpaid to the Seller;
(m) if on such Accelerated Payment Date the General Reserve is higher than the General ReserveRequired Amount, the Management Company shall instruct the Custodian and the CompartmentAccount Bank to return to Crédipar as reimbursement of the General Reserve Cash Deposit anamount equal to the excess of (x) the current General Reserve over (y) the General ReserveRequired Amount; and
(n) on the Compartment Liquidation Date, payment to the holder of the Residual Units of an amountequal to the Compartment Liquidation Surplus as final payment in principal and interest.
Principal Deficiency Amount
During the Revolving Period and the Amortisation Period, a principal deficiency ledger (the‘‘Principal Deficiency Amount’’) will be established in order to record any loss or principal delinquency onthe Receivables allocated to the Notes.
Pursuant to the Compartment Regulations, on each Calculation Date during the Revolving Periodand the Amortisation Period, the Management Company shall calculate the Principal Deficiency Amount withrespect to each Payment Date.
An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the InterestAccount to the Principal Account on each Payment Date during the Revolving Period and the AmortisationPeriod in accordance with the Interest Priority of Payments.
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DESCRIPTION OF THE NOTES
Class A Notes
Transferable Securities and Financial Instruments
The Class A Notes are transferable securities (valeurs mobilières). The Class A Notes are financialinstruments (instruments financiers) within the meaning of article L. 211-1 of the Monetary and FinancialCode. The Class A Notes are bonds (obligations) within the meaning of article L. 213-5 of the Monetary andFinancial Code.
Book-Entry Securities and Registration
The Class A Notes are issued in book entry form (dématérialisées). The Class A Notes will, uponissue, be admitted to the operations of Euroclear France (acting as central depositary) which shall credit theaccounts of Account Holders affiliated with Euroclear France. In this paragraph, “Account Holder” shallmean any investment services provider, including Clearstream Banking, société anonyme (“ClearstreamBanking”) and Euroclear Bank S.A./N.V. (“Euroclear Bank S.A./N.V.”).
Transfer of Class A Notes
Title to the Class A Notes passes upon the credit of those Class A Notes to an account of anintermediary affiliated with the Clearing Systems. The transfer of the Class A Notes in registered form shallbecome effective in respect of the FCT and third parties by way of transfer from the transferor’s account tothe transferee’s account following the delivery of a transfer order (ordre de mouvement) signed by thetransferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unlessagreed otherwise by the transferor and the transferee.
Regulatory Capital Treatment of the Class A Notes
For Noteholders that are credit institutions subject to French law and holding Class A Notes whichare not held in its trading book, the weighting applicable to the Notes for the purposes of the calculation ofthe capital adequacy ratio shall comply with the regulations of the Regulatory Banking and FinanceCommittee (Comité de la réglementation bancaire et financière) (now the Autorité de Contrôle Prudentiel)No. 91-05 dated 15 February 1991 (as amended) and of the Order of the Minister of the Economy, financeand industry dated 20 February 2007 relating to capital requirements for credit institutions and investmentfirms, as amended from time to time.
Such regulations may be modified by any statutory or regulatory amendments or any modification intheir applicability made by the relevant supervisory authorities occurring after the publication of this OfferingMemorandum. All subscribers or prospective purchasers of Class A Notes are responsible for obtaininginformation on the accounting and regulatory capital consequences of such subscription or purchase, and ofthe holding and the transfer of Class A Notes under French law or under any other legal framework whichmay apply (see Section “SUBSCRIPTION AND SALE”).
Issue and Listing
In accordance with the General Regulations and the Compartment Regulations, on the Closing Date,the FCT in respect of the Compartment will issue on one occasion one class of senior notes.
The Class A Notes will be listed on the Paris Stock Exchange (Euronext Paris).
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The subscription period for the Class A Notes commences on 4 July 2011 (inclusive) and ends on 5July 2011 (inclusive).
The estimate of the total expenses related to admission to trading of the Class A Notes on the ParisStock Exchange is equal to € 8,500 (taxes excluded). Such expenses will be paid by Banque PSA Finance.
Placement of the Class A Notes
The Class A Notes must be sold in accordance with and subject to the selling restrictions set out inSection “SUBSCRIPTION AND SALE” on pages 193 et seq. of this Offering Memorandum and any otherapplicable laws and regulations.
In accordance with the provisions of article L. 214-11 of the Monetary and Financial Code, the Notesand the Residual Units issued by the FCT in relation to the Compartment may not be sold by way ofbrokerage (démarchage).
Rating
Class A Notes
It is a condition precedent to the issue of the Class A Notes that the Class A Notes be assigned, onissue, a rating of AAAsf by Fitch Ratings and a rating of Aaa (sf) by Moody’s.
Rating Procedure
The principles governing the rating procedure of the Class A Notes are defined in Appendix IV of thisOffering Memorandum. Documents in relation to the assessment of the Receivables and the Class A Notesas required by article L. 214-44 of the Monetary and Financial Code issued by Fitch Ratings and Moody’srespectively are attached in Appendix V and VI of this Offering Memorandum respectively.
Paying Agency Agreement
According to the provisions of the Paying Agency Agreement, provision is made for, amongst otherthings, the payment of principal and interest in respect of the Class A Notes by the Paying Agent.
Class B Notes
The Class B Notes will be subscribed by Banque PSA Finance on issue.
The Class B Notes will not be listed and will be unrated.
According to the provisions of the Compartment Regulations, the Class B Notes are registered in theregister held by the Custodian.
Residual Units
The Residual Units will be subscribed by the Seller on issue.
The Residual Units will not be listed and will be unrated.
According to the provisions of the Compartment Regulations, the Residual Units are registered in theregister held by the Custodian.
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WEIGHTED AVERAGE LIVES OF THE CLASS A NOTES
General
The yields to maturity of the Class A Notes will be, inter alia, affected by the amount and timing ofdelinquencies and possible defaults on the Purchased Receivables, the characteristics of the PurchasedReceivables transferred on the Closing Date and of the Additional Receivables transferred during theRevolving Period, the level of the EURIBOR Reference Rate from time to time and the Prepayments. Thesame factors will affect the ability of the FCT to redeem in full the Notes on the Final Legal Maturity Date.
The amounts of principal available to redeem the Class A Notes are affected by the AvailableDistribution Amount applied to redeem such Class A Notes.
Weighted Average Lives of the Class A Notes
The weighted average life of the Class A Notes refers to the average length of time (on a 30/360basis) that will elapse from the date of issuance of the relevant Class A Notes to the date of repayment to theinvestors of all principal amounts due in relation to such class of Class A Notes. The weighted average lifeof the Notes will vary according to the rate at which principal payments are received on the PurchasedReceivables, which shall be determined on the basis of amortisation, scheduled principal payments,Prepayments and actual collections received in respect of each Purchased Receivable.
The tables below have been prepared on the basis of certain assumptions as described belowregarding the weighted average characteristics of the receivables and the performance thereof. The tablesassume, amongst other things, that:
(a) the amortisation profile of the Purchased Receivables purchased by the FCT and allocated to theCompartment by Management Company on the First Purchase Date assumes 0% CPR and 0%default as follows:
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DateAggregate Discounted
Principal Balance in %
Closing 100.00%
Sep-11 95.18%
Oct-11 92.75%
Nov-11 90.31%
Dec-11 87.88%
Jan-12 85.47%
Feb-12 83.09%
Mar-12 80.72%
Apr-12 78.40%
May-12 76.09%
Jun-12 73.81%
Jul-12 71.54%
Aug-12 69.26%
Sep-12 66.99%
Oct-12 64.72%
Nov-12 62.45%
Dec-12 60.19%
Jan-13 57.91%
Feb-13 55.67%
Mar-13 53.44%
Apr-13 51.21%
May-13 49.00%
Jun-13 46.83%
Jul-13 44.68%
Aug-13 42.56%
Sep-13 40.50%
Oct-13 38.47%
Nov-13 36.49%
Dec-13 34.55%
Jan-14 32.65%
Feb-14 30.81%
Mar-14 28.99%
Apr-14 27.20%
May-14 25.43%
Jun-14 23.74%
Jul-14 22.09%
Aug-14 20.48%
Sep-14 18.90%
Oct-14 17.34%
Nov-14 15.81%
Dec-14 14.31%
Jan-15 12.87%
Feb-15 11.51%
Mar-15 10.23%
Apr-15 9.02%
May-15 7.89%
Jun-15 6.83%
Jul-15 5.83%
Aug-15 4.91%
Sep-15 4.08%
Oct-15 3.31%
Nov-15 2.60%
Dec-15 1.96%
Jan-16 1.42%
Feb-16 1.00%
Mar-16 0.65%
Apr-16 0.40%
May-16 0.25%
Jun-16 0.16%
Jul-16 0.13%
Aug-16 0.11%
Sep-16 0.08%
Oct-16 0.06%
Nov-16 0.05%
Dec-16 0.03%
Jan-17 0.02%
Feb-17 0.01%
Mar-17 0.00%
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(b) the Purchased Receivables have been aggregated into three theoretical sub-pools having thefollowing characteristics:
PORTFOLIO
AGGREGATE
OUTSTANDING
BALANCE
PERCENTAGE OF
AGGREGATE
OUTSTANDING
BALANCE
WEIGHTED AVERAGE
REMAINING TERM TO
MATURITY (IN MONTHS)
WEIGHTED
AVERAGE
INTEREST RATE
(% P.A.)
Balloon
Receivables59,848,986 5.70% 41 10.41
Constant
Instalments
Receivables
954,743,486 90.93% 43 8.73
Variable
Instalments
Receivables
35,407,446 3.37% 42 9.47
(c) for each of the 3 theoretical sub-pools, the scheduled amortisation profile has been determined usingthe scheduled monthly payments of the part of the portfolio corresponding to this category, withoutconsidering any Deferred Payment of the Purchase Price. For each of the 3 theoretical sub-pools,the scheduled amortisation profile will be used for the Initial Receivables and the AdditionalReceivables;
(d) there are no delinquencies or losses on the Purchased Receivables, and scheduled principalpayments on the Purchased Receivables are received on a timely basis together with prepayments,if any, at the respective CPR set out in the table;
(e) payments of principal on the Class A Notes become due, and will be paid on a monthly basis,commencing on 26 September 2011;
(f) the rate of return arising from the investment of the amounts standing to the credit of theCompartment Accounts is equal to zero;
(g) during the Revolving Period, the Available Purchase Amount is used to purchase AdditionalReceivables from each of the 3 theoretical sub-pools in the relative proportions given in table of item(a);
(h) all amounts credited to the Principal Account shall be applied to finance the purchase of AdditionalReceivables complying with the Eligibility Criteria;
(i) the Class A Notes shall be issued in July 2011;
(j) no Partial Early Amortisation Event, Amortisation Event, Accelerated Amortisation Event orCompartment Liquidation Event has occurred.
The actual characteristics and performance of the Purchased Receivables will differ from theassumptions used in constructing the tables set out below, which are provided only to illustrate how theprincipal cash flows might behave under varying prepayment scenarios. In particular, it is unlikely that thePurchased Receivables will prepay at such CPR until maturity, that the receivables will prepay at the sameconstant CPR and that there will be no delinquencies or defaults on the Purchased Receivables. Anydifference between such assumptions and the actual characteristics and performance of the PurchasedReceivables, or actual prepayment or loss experience, will affect the percentage of principal amountoutstanding over time and the average lives of the Class A Notes.
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Subject to the foregoing assumptions and reservations, the following tables indicate the weightedaverage life of the Class A Notes and set out the respective percentages of the Principal AmountOutstanding of each such class of Notes on selected Monthly Payment Dates and under the CPRs scenariosbelow.
Percentage of Principal Amount Outstanding of the Class A Notes on each specified MonthlyPayment Dates and under different CPR scenarios
Payment Date 0% 5% 10% 15% 20%
Closing 100.00 100.00 100.00 100.00 100.00
25-Sep-11 100.00 100.00 100.00 100.00 100.00
25-Oct-11 100.00 100.00 100.00 100.00 100.00
25-Nov-11 100.00 100.00 100.00 100.00 100.00
25-Dec-11 100.00 100.00 100.00 100.00 100.00
25-Jan-12 100.00 100.00 100.00 100.00 100.00
25-Feb-12 100.00 100.00 100.00 100.00 100.00
25-Mar-12 100.00 100.00 100.00 100.00 100.00
25-Apr-12 100.00 100.00 100.00 100.00 100.00
25-May-12 100.00 100.00 100.00 100.00 100.00
25-Jun-12 100.00 100.00 100.00 100.00 100.00
25-Jul-12 100.00 100.00 100.00 100.00 100.00
25-Aug-12 100.00 100.00 100.00 100.00 100.00
25-Sep-12 100.00 100.00 100.00 100.00 100.00
25-Oct-12 100.00 100.00 100.00 100.00 100.00
25-Nov-12 100.00 100.00 100.00 100.00 100.00
25-Dec-12 96.35 95.94 95.50 95.03 94.53
25-Jan-13 92.69 91.89 91.05 90.16 89.22
25-Feb-13 89.06 87.91 86.70 85.43 84.10
25-Mar-13 85.46 83.99 82.45 80.84 79.15
25-Apr-13 81.86 80.10 78.27 76.35 74.36
25-May-13 78.30 76.28 74.18 72.00 69.75
25-Jun-13 74.78 72.52 70.20 67.79 65.30
25-Jul-13 71.29 68.83 66.31 63.70 61.02
25-Aug-13 67.85 65.21 62.51 59.75 56.91
25-Sep-13 64.46 61.68 58.83 55.93 52.96
25-Oct-13 61.13 58.22 55.25 52.24 49.17
25-Nov-13 57.86 54.84 51.78 48.68 45.54
25-Dec-13 54.63 51.53 48.40 45.24 42.05
25-Jan-14 51.46 48.30 45.12 41.92 38.71
25-Feb-14 48.37 45.17 41.96 38.74 35.52
25-Mar-14 45.32 42.10 38.88 35.67 32.47
25-Apr-14 42.31 39.09 35.89 32.70 29.54
25-May-14 39.33 36.14 32.98 29.84 26.73
25-Jun-14 36.46 33.31 30.19 27.11 24.07
25-Jul-14 33.65 30.55 27.50 24.49 21.53
25-Aug-14 30.90 27.87 24.90 21.98 19.11
25-Sep-14 28.20 25.26 22.38 19.56 16.81
25-Oct-14 25.55 22.72 19.95 17.25 14.62
25-Nov-14 22.94 20.24 17.60 15.02 12.52
25-Dec-14 20.39 17.83 15.33 12.89 10.54
25-Jan-15 17.92 15.51 13.15 10.87 8.66
25-Feb-15 15.57 13.31 11.10 8.96 6.90
25-Mar-15 13.32 11.21 9.16 7.17 5.26
25-Apr-15 11.17 9.22 7.32 5.49 3.72
25-May-15 9.13 7.34 5.60 3.91 2.29
25-Jun-15 7.18 5.55 3.96 2.43 0.96
25-Jul-15 5.32 3.86 2.43 1.05 -
25-Aug-15 3.59 2.28 1.00 - -
25-Sep-15 1.97 0.82 - - -
25-Oct-15 0.45 - - - -
25-Nov-15 - - - - -
Constant Prepayment Rate (CPR)
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Weighted Average Life of the Class A Notes
Constant Prepayment Rate Weighted Average Life of
the Class A notes (in years)
First Principal Payment Date
Class A Notes
Expected Maturity of the
Class A Notes
0% 2.66 25-Dec-12 25-Nov-15
5% 2.59 25-Dec-12 25-Oct-15
10% 2.52 25-Dec-12 25-Sep-15
15% 2.46 25-Dec-12 25-Aug-15
20% 2.39 25-Dec-12 25-Jul-15
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DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT
General Characteristics of the Assets Allocated to the Compartment
General Description of the Assets Allocated to the Compartment
The Assets Allocated to the Compartment by the Management Company mainly comprise theReceivables assigned to the FCT, on each Purchase Date, by the Seller pursuant to the Master PurchaseAgreement.
The Assets Allocated to the Compartment by the Management Company also include:
(a) any Ancillary Rights attached to the Purchased Receivables;
(b) the Compartment Cash;
(c) the General Reserve;
(d) if the Servicer has failed to perform its financial obligations (obligations financières) under the MasterServicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to suchfailure;
(e) any Net Swap Amounts and any other amount to be received, as the case may be, from the InterestRate Swap Counterparties in respect of the Interest Rate Swap Agreements;
(f) any Net Junior Swap Amounts and any other amount to be received, as the case may be, from theJunior Swap Provider in respect of the Junior Swap Agreement;
(f) if the Servicer has failed to perform its financial obligations (obligations financières) under the MasterServicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to suchfailure;
(g) any Authorised Investments and income relating to any Authorised Investments; and
(h) any other rights transferred or attributed to the Compartment under the terms of the TransactionDocuments.
Allocation of the cash flows generated by the Assets Allocated to the Compartment
The cash-flows generated by the Assets Allocated to the Compartment are allocated by theManagement Company exclusively to the payment of all amounts due in connection with the Compartment,pursuant to the applicable Priority of Payments (with the exception of all amounts of interest received fromthe investment of the moneys standing to the credit of the General Reserve Account and from the investmentof the Commingling Reserve (if any) standing to the credit of the Commingling Reserve Account, which shallbe paid directly to the Seller or to the Servicer, respectively, in accordance with the provisions hereof).Consequently, the Management Company will not, under any circumstances, be authorised to allocatepartially or fully such cash flows to the payment of any amounts due in respect of any other compartments ofthe FCT.
Retransfer of Receivables
Pursuant to articles L. 214-43 and L. 214-49-7 of the Monetary and Financial Code, the FCT cannotassign the Purchased Receivables allocated exclusively to the Compartment unless the PurchasedReceivables have defaulted or except in the case of liquidation of the Compartment (see Section
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“LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND REPURCHASE OF THERECEIVABLES”).
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DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES
Transfer of Receivables to the FCT
The FCT will purchase from the Seller an initial pool of Receivables which satisfy the EligibilityCriteria on the First Purchase Date. The receivables arise from motor vehicle retail instalment loancontracts. The Initial Receivables shall be purchased by the FCT with the proceeds of the issue of the Notesand the Residual Units.
During the Revolving Period, the Seller may transfer further Receivables which satisfy the EligibilityCriteria to the FCT on each Subsequent Purchase Date subject to the satisfaction of the conditionsprecedent contained in this Offering Memorandum (see Section “OPERATION OF THE COMPARTMENT,REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of theCompartment - Revolving Period”). The Receivables transferred to the FCT during the Revolving Period willinclude payments on the Initial Receivables that are made on or after the First Purchase Date. TheAdditional Receivables will include payments that are made on or after the applicable Subsequent PurchaseDate.
Pursuant to the terms of the General Regulations and the Compartment Regulations, theManagement Company will allocate the Purchased Receivables purchased by the FCT on each PurchaseDate exclusively to the Compartment.
Eligibility Criteria
On the First Purchase Date, the Receivables transferred to the FCT shall be selected on the InitialSelection Date by the Seller, from its pool of receivables as satisfying, on the First Purchase Date, theEligibility Criteria defined in this Section.
Pursuant to the provisions of the Master Purchase Agreement, the Seller has guaranteed that theReceivables transferred to the FCT on any Subsequent Purchase Date will satisfy the Eligibility Criteriadefined in this Section on such Subsequent Purchase Date.
In order for a Receivable to satisfy the Eligibility Criteria on the relevant Purchase Date, (i) the AutoLoan Contract from which that Receivable arises must meet the Contracts Eligibility Criteria and (ii) theReceivable itself must meet the Receivables Eligibility Criteria:
Contracts Eligibility Criteria
1. the Auto Loan Contract was executed by the Seller (or any other entity to the rights of which theSeller has succeeded) with one or several individuals, to finance the acquisition of a New Car or aUsed Car, for personal use, in compliance with all applicable legal and regulatory provisions(including the Consumer Credit Legislation);
2. the Auto Loan Contract was executed within the framework an offer of credit, notwithstanding theamount of the Car financed;
3. where the Auto Loan Contract has been executed with several Debtors, these Debtors are jointlyliable (co-débiteurs solidaires) for the full payment of the corresponding Receivable;
4. each Debtor is domiciled in the French metropolitan territory as of the signature date of the relevantAuto Loan Contract;
5. the Auto Loan Contract constitutes the valid, binding and enforceable contractual obligations of theSeller and the relevant Debtor(s);
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6. the Auto Loan Contract does not contain legal flaws making it voidable, rescindable, or subject tolegal termination;
7. the Auto Loan Contract was executed in connection with the execution of a sale relating to (i) a NewCar of either the Peugeot or Citroën brand or (ii) a Used Car of any brand, between a Peugeot or aCitroën car dealer and the relevant Debtor(s);
8. the Auto Loan Contract (i) was executed by the Seller (or any other entity to the rights of which theSeller has succeeded) pursuant to its normal procedures in respect of the acceptance of andextension of auto financing loans, (ii) within the scope of its normal or habitual credit activity and (iii)has been managed in accordance with the Servicing Procedures;
9. to the best of the knowledge of the Seller, the Auto Loan Contract is not subject to a termination orrescission procedure started by the Debtor for a delivery defect with respect to the financed Car, orfor hidden defects affecting the financed Car;
10. the Seller (or any other entity to the rights of which the Seller has succeeded) has not begun arescission claim on the Auto Loan Contract for a breach by the Debtor(s) of its (their) obligationsunder the terms of the Auto Loan Contract and namely for the timely payment of the Instalments;
11. no authorization of deferred payment of principal and interest is provided in the Auto Loan Contract;
12. the Auto Loan Contract has not been executed with a member of the personnel of the PSA Group;
13. the Auto Loan Contract has been executed for the financing of only one Car (so as to ensure anidentical number of Auto Loan Contracts, Receivables and financed Cars);
14. the Auto Loan Contract allows the Debtor(s) to subscribe for (subject however to the Debtorssatisfying the applicable specific contractual conditions) Optional Supplementary Services relating to,and as the case may be: (i) a Collective Life Insurance Contract or a Collective EmploymentInsurance Contract; and/or (ii) an assistance-insurance policy valid for the duration of the financinggranted; and/or (iii) maintenance services; and
15. the Auto Loan Contract is subject to French Law and any related claims is subject to the exclusivejurisdiction of the French courts.
Receivables Eligibility Criteria
1. the Receivable arises from an Auto Loan Contract meeting the Contracts Eligibility Criteria;
2. the Receivable and the Ancillary Rights constitute valid and enforceable rights of the Seller;
3. the Receivable has been entirely made available and any possible payment exemption period hasexpired;
4. the Seller has full title to the Receivable and its Ancillary Rights and the Receivable and its AncillaryRights are not subject, either totally or partially, to assignment, delegation or pledge, attachment,claim, set-off rights or encumbrance of whatever type such that there is no obstacle to theassignment of the Receivables and their Ancillary Rights;
5. the interest rate applicable to the Receivable is fixed;
6. the Receivable is either a Constant Instalments Receivable, a Balloon Receivable or a VariableInstalments Receivable;
7. the Receivable is denominated and payable in Euro;
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8. the Receivable is neither a Defaulted Receivable, has not been accelerated and more generally isnot doubtful, subject to litigation or frozen;
9. the Receivable gives rise to monthly instalments of principal and interest;
10. where the Receivable is a Balloon Receivable, it shall relate to the purchase of a New Car;
11. the payment of the Receivable is made by the automatic debit of a bank account (or of a postal bankaccount) authorised by the relevant Debtor(s) at the signature date of the Auto Loan Contract;
12. the Receivable includes strictly less than two (2) unpaid outstanding Instalments, and is not subjectto any judicial recovery procedure;
13. to the best of the knowledge of the Seller, no Collective Insurer has substituted for the relevantDebtor(s) for the payment of the Receivable pursuant to a Collective Insurance Contract;
14. to the best of the knowledge of the Seller, the Receivable is not subject to any partial or a totalPrepayment by the relevant Debtor;
15. to the best of the knowledge of the Seller, none of the Debtor is subject to a review by a commissionresponsible for reviewing the over-indebtedness of consumers (commission de surendettement desparticuliers), to any judicial liquidation proceedings (procedure de rétablissement personnel),pursuant to the provisions of Titre III of Livre III of the Consumers Code, to any review by ajurisdiction pursuant to article 1244-1 of the Civil Code before a court, to any conservatory measuresor forced execution measures which the Seller or any third party may apply, as the case may be, onthe financed Car.
16. no Debtor can bring a claim against the Seller (or any entities succeeding to the rights of Seller) forthe payment of any amounts relating to the relevant Receivable including any set-off claims betweenpayments in respect of the Receivable and payments in respect of the Optional SupplementaryServices.
17. on the relevant Selection Date, the Outstanding Balance of the Receivable shall be betweenEUR 500 and EUR 60,000;
18. the Effective Interest Rate of the Receivable is at least equal to 4% per annum;
19. the Receivable has a final Instalment Due Date which does not exceed 31 January 2019 and has ainitial maturity of less than 75 months;
20. the Receivable has given rise to the effective and full payment of at least one (1) Instalment. As aresult, the principal amount due after the payment of that Instalment is less than the initial amount ofthat Receivable;
21. the Receivable is scheduled to give rise to the payment of at least two (2) Instalments after theapplicable Selection Date; and
22. each Receivable is individualised and identified in the information systems of the Seller, at the latestbefore the applicable Purchase Date, in such manner as to give the Management Company themeans to individualise and identify the Purchased Receivables at any time on or after the applicablePurchase Date.
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Representation, warranties and undertakings of the Seller with respect to the Receivables
Representations and Warranties relating to the conformity of the Receivables
Pursuant to the Master Purchase Agreement, the Seller shall represent and warrant to each of theManagement Company and the Custodian, in respect of each Receivable transferred to the FCT on anyPurchase Date, that:
(a) each Receivable complies with the Receivables Eligibility Criteria;
(b) each Auto Loan Contract relating to that Receivable complies with the Contracts Eligibility Criteria;
(c) the provision (if any) of the Auto Loan Contract which gives a list of third parties authorised to betransferees of personal data relating to the Debtor(s) is required by the French personal dataprotection law and does not intend to exclude the FCT or the Management Company from thepotential transferees of such personal data;
(d) the Debtor has not granted any guarantee deposit to the Seller in connection with the Auto LoanContract,
as of such Purchase Date.
Undertakings with respect to the Receivables - Global Portfolio Limits
The limits defined below in respect of the Initial Receivables and the Additional Receivables aredefined as the “Global Portfolio Limits”.
Initial Receivables
Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Initial Receivablesoffered for purchase to the FCT shall comply with the following conditions on the Initial Purchase Date:
(a) the average of the Effective Interest Rates of the Initial Receivables allocated to the Compartment,weighted by their respective Effective Outstanding Balances as specified in the First Purchase Offer,shall not be less than 8.25%;
(b) the aggregate of the Effective Outstanding Balances of Receivables that are financing the purchaseof a Used Car does not exceed 50% of the aggregate of the Effective Outstanding Balances of thatInitial Receivables; and
(c) the aggregate of the Effective Outstanding Balances of Balloon Receivables does not exceed 8% ofthe aggregate of the Effective Outstanding Balances of that Initial Receivables; and
(d) the aggregate of the Effective Outstanding Balances of the Initial Receivables due by a Debtor andallocated to the Compartment does not exceed 0.05% of the aggregate of the Effective OutstandingBalances of those Initial Receivables.
Additional Receivables
Pursuant to the Master Purchase Agreement, the Seller has undertaken that on any SubsequentSelection Date, the Additional Receivables offered for purchase to the FCT shall comply with the followingconditions:
(a) the average of the Effective Interest Rates of the Receivables allocated to the Compartment, takinginto account the Additional Receivables offered to be purchased by the FCT on that SubsequentPurchase Date, and weighted by their respective Effective Outstanding Balances as of the relevant
97
Determination Date or, as far as the Additional Receivables are concerned, by the EffectiveOutstanding Balance specified in the relevant Purchase Offer, shall not be less than 8.25%;
(b) the ratio between (i) the aggregate of the Effective Outstanding Balances of the Receivablesallocated to the Compartment that are financing the acquisition of a Used Car (taking into accountthe Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date)and (ii) the aggregate of the Effective Outstanding Balances of all Receivables allocated to theCompartment (taking into account the Additional Receivables to be purchased by the FCT on thatSubsequent Purchase Date) is lower than the Maximum Used Car Receivables Ratio as of thatSubsequent Purchase Date; and
(c) the ratio between (i) the aggregate of the Effective Outstanding Balances of Balloon Receivablesallocated to the Compartment (taking into account the Additional Receivables to be purchased by theFCT on that Subsequent Purchase Date) and (ii) the aggregate of the Effective OutstandingBalances of all Receivables allocated to the Compartment (taking into account the AdditionalReceivables offered to be purchased by the FCT on that Subsequent Purchase Date) is lower thanthe Maximum Balloon Receivables Ratio as of that Subsequent Purchase Date; and
(d) the aggregate of the Effective Outstanding Balances of the Receivables (taking into account theAdditional Receivables to be purchased by the FCT on that Subsequent Purchase Date) due by aDebtor and allocated to the Compartment does not exceed 0.05% of the aggregate of the EffectiveOutstanding Balances of all Receivables allocated to the Compartment (taking into account theAdditional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date).
Additional Characteristics of the Receivables
Prepayments
Pursuant to the provisions of the Auto Loan Contracts, the Debtor(s) may prepay, totally or partially,the Receivables, it being understood that the prepayment of the Receivables may give rise to a payment bythe relevant Debtor(s) of a prepayment indemnity, which amount is set out in the applicable provisions of theConsumers Code and of the Auto Loan Contract, it being specified however, that (i) the total or partialreimbursement of Receivables whose initial amount (as it exists on the execution date of the Auto LoanContract between the Seller and the relevant Debtor(s)) is less than € 21,500 (as established by articleD. 311-1 of the Consumers Code, or any other amount as established by any subsequent decree) will notgive rise to the payment of a prepayment indemnity and (ii) the Receivables for an initial amount (as it existsat the execution of the Auto Loan Contracts between the Seller and the relevant Debtor(s)) exceeding€ 21,500 may give rise to a payment of a prepayment penalties up to 6 % of the prepaid principal.
Possible Ancillary Rights
The payment of principal, interest, expenses and ancillary fees owed by the Debtors pursuant to thecertain Receivables may be guaranteed, as the case may be, by:
(i) a reserve of title clause (clause de réserve de propriété) (i) which transfers the property right in thefinanced Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) towhich the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA cardealer at the time of the execution of the corresponding Auto Loan Contract; or
(ii) an automobile pledge (gage automobile) taken in compliance with (i) Decree no. 53-968 dated 30September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisions ofarticles 2351 to 2353 of the Civil Code governing automobile pledges (gage automobile).
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STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES
General Financial Characteristics
The following section sets out the aggregated information relating to the portfolio of Receivablescomplying with the Eligibility Criteria selected by the Seller as of close of business on 6 July 2011 (the “InitialSelection Date”).
Information relating to the portfolio of Receivables
On the Initial Selection Date and for the purposes of this Offering Memorandum, the portfoliocomprised 234,872 auto loan contracts with an aggregate Outstanding Balance of € 1,049,999,917 as of 6July 2011, a weighted average Interest Rate weighted by their Outstanding Balances of 8.85 per cent. perannum. The average Outstanding Balance by auto loan contract of the portfolio was approximately € 4,471with an average seasoning of the selected auto loan contracts (as of their date of origination) of 13.33months and a weighted average remaining term to maturity of 42.83 months.
The statistical information set out in the following tables shows the characteristics of the portfolio ofauto loan contracts selected by the Seller on the Initial Selection Date (columns of percentages may not addup to 100% due to rounding). The receivables arising from the auto loan contracts of the portfolio compliedon such date with the Eligibility Criteria set out in this Offering Memorandum.
The portfolio of the Receivables to be transferred by the Seller to the FCT on the Initial PurchaseDate was randomly selected on 6 July 2011 from a pool of receivables complying with the Eligibility Criteriaand selected in accordance with the same methodology as the provisional pool. The Purchased Receivablesmay differ from the portfolio of receivables selected on the Initial Selection Date.
In addition,
(a) the composition of the portfolio of Purchased Receivables shall be progressively modified as a resultof the amortisation of the Receivables, any prepayments, any losses related to the Receivables orthe renegotiations entered into by the Servicer in accordance with the Servicing Procedures; and
(b) as some of the Purchased Receivables might also be subject to the rescission procedure andindemnification procedure, combined with a substitution, as provided for in the Master PurchaseAgreement in case of non-conformity of such Purchased Receivables (if such non-conformity is not,or not capable of being, remedied), the composition of the pool of Purchased Receivables willchange over time and, although the Seller will represent and warrant that any Receivablestransferred to the FCT comply with the Eligibility Criteria and it is a condition precedent to eachpurchase of Additional Receivables that the Global Portfolio Limits be complied with on theimmediately preceding Subsequent Selection Date (taking into account these AdditionalReceivables).
Therefore, the actual characteristics of the Purchased Receivables pool may (i) change after theClosing Date and (ii) upon the start of the Amortisation Period or Accelerated Amortisation Period (ifapplicable), be substantially different from the actual characteristics of the portfolio of PurchasedReceivables as of the Closing Date. These differences could result in faster or slower repayments or greaterlosses on the Notes than what would have been the case based on the portfolio of Purchased Receivablesas of the Closing Date.
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Initial Outstanding Balance in EUR
Initial Outstanding Balance in EUR Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 0.00 - 2,000.00 [ 23 378 27 565 211.62 9.95% 2.63%
[ 2,000.00 - 4,000.00 [ 96 024 227 310 960.18 40.88% 21.65%
[ 4,000.00 - 6,000.00 [ 37 403 132 845 188.10 15.92% 12.65%
[ 6,000.00 - 8,000.00 [ 19 751 101 604 332.16 8.41% 9.68%
[ 8,000.00 - 10,000.00 [ 16 432 109 862 026.58 7.00% 10.46%
[ 10,000.00 - 12,000.00 [ 16 158 130 580 394.56 6.88% 12.44%
[ 12,000.00 - 14,000.00 [ 9 244 90 996 755.99 3.94% 8.67%
[ 14,000.00 - 16,000.00 [ 6 247 71 576 351.71 2.66% 6.82%
[ 16,000.00 - 18,000.00 [ 3 843 49 659 911.44 1.64% 4.73%
[ 18,000.00 - 20,000.00 [ 2 414 35 102 829.79 1.03% 3.34%
[ 20,000.00 - 22,000.00 [ 1 692 27 260 751.98 0.72% 2.60%
[ 22,000.00 - 24,000.00 [ 974 17 526 664.30 0.41% 1.67%
[ 24,000.00 - 26,000.00 [ 592 11 409 614.94 0.25% 1.09%
[ 26,000.00 - 28,000.00 [ 298 6 167 959.11 0.13% 0.59%
[ 28,000.00 - 30,000.00 [ 163 3 670 056.90 0.07% 0.35%
[ 30,000.00 - 32,000.00 [ 95 2 241 329.45 0.04% 0.21%
[ 32,000.00 - 34,000.00 [ 60 1 559 168.58 0.03% 0.15%
[ 34,000.00 - 36,000.00 [ 42 1 163 530.27 0.02% 0.11%
[ 36,000.00 - 38,000.00 [ 18 481 913.84 0.01% 0.05%
[ 38,000.00 - 40,000.00 [ 15 444 072.09 0.01% 0.04%
[ 40,000.00 - 60,000.00 [ 29 970 893.75 0.01% 0.09%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Initial Outstanding Balance in
EUR (EUR) 1 400.00
Maximum Initial Outstanding Balance in
EUR (EUR) 59 524.50
Average Initial Outstanding Balance in
EUR (EUR) 5 851.64
Outstanding Principal Balance in EUR
Outstanding Principal Balance in EUR Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 0.00 - 2,000.00 [ 60 049 82 297 654.82 25.57% 7.84%
[ 2,000.00 - 4,000.00 [ 91 520 268 465 210.52 38.97% 25.57%
[ 4,000.00 - 6,000.00 [ 27 990 137 273 249.95 11.92% 13.07%
[ 6,000.00 - 8,000.00 [ 19 325 134 693 383.58 8.23% 12.83%
[ 8,000.00 - 10,000.00 [ 14 429 129 360 736.23 6.14% 12.32%
[ 10,000.00 - 12,000.00 [ 8 355 91 450 384.06 3.56% 8.71%
[ 12,000.00 - 14,000.00 [ 5 467 70 617 975.77 2.33% 6.73%
[ 14,000.00 - 16,000.00 [ 3 307 49 284 141.92 1.41% 4.69%
[ 16,000.00 - 18,000.00 [ 1 852 31 347 526.99 0.79% 2.99%
[ 18,000.00 - 20,000.00 [ 1 128 21 321 228.02 0.48% 2.03%
[ 20,000.00 - 22,000.00 [ 655 13 718 507.55 0.28% 1.31%
[ 22,000.00 - 24,000.00 [ 381 8 731 788.04 0.16% 0.83%
[ 24,000.00 - 26,000.00 [ 195 4 850 500.53 0.08% 0.46%
[ 26,000.00 - 28,000.00 [ 82 2 212 828.01 0.03% 0.21%
[ 28,000.00 - 30,000.00 [ 53 1 539 752.92 0.02% 0.15%
[ 30,000.00 - 32,000.00 [ 42 1 299 286.66 0.02% 0.12%
[ 32,000.00 - 34,000.00 [ 16 526 343.41 0.01% 0.05%
[ 34,000.00 - 36,000.00 [ 7 244 501.57 0.00% 0.02%
[ 36,000.00 - 38,000.00 [ 6 220 964.74 0.00% 0.02%
[ 38,000.00 - 40,000.00 [ 6 233 002.56 0.00% 0.02%
[ 40,000.00 - 60,000.00 [ 7 310 949.49 0.00% 0.03%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Outstanding Principal Balance
in EUR (EUR) 500.52
Maximum Outstanding Principal Balance
in EUR (EUR) 55 874.48
Average Outstanding Principal Balance in
EUR (EUR) 4 470.52
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Original Loan to Value Ratio in %
Original Loan to Value Ratio in %
Range (%) Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
] 0.00% - 10.00% ] 15 471 20 475 749.62 6.59% 1.95%
]10.00% - 20.00% ] 64 965 144 531 007.20 27.66% 13.76%
] 20.00% - 30.00% ] 43 097 120 039 523.47 18.35% 11.43%
] 30.00% - 40.00% ] 23 070 79 890 650.40 9.82% 7.61%
] 40.00% - 50.00% ] 16 015 76 228 456.76 6.82% 7.26%
] 50.00% - 60.00% ] 12 456 75 142 188.61 5.30% 7.16%
] 60.00% - 70.00% ] 12 623 96 067 574.40 5.37% 9.15%
] 70.00% - 80.00% ] 15 557 134 406 020.08 6.62% 12.80%
] 80.00% - 90.00% ] 10 022 92 176 556.50 4.27% 8.78%
] 90.00% - 100.00% ] 21 596 211 042 190.30 9.19% 20.10%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Original Loan to Value Ratio in
% (%) 3.03%
Maximum Original Loan to Value Ratio in
% (%) 100.00%
Weighted Average Original Loan to Value
Ratio in % (%) 57.85%
Original Term to Maturity in Months
Original Term to Maturity in Months Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 12.00 - 18.00 [ 7 022 12 759 112.05 2.99% 1.22%
[ 18.00 - 24.00 [ 562 1 464 995.07 0.24% 0.14%
[ 24.00 - 30.00 [ 7 046 23 175 804.03 3.00% 2.21%
[ 30.00 - 36.00 [ 465 1 868 338.54 0.20% 0.18%
[ 36.00 - 42.00 [ 16 593 70 230 177.34 7.06% 6.69%
[ 42.00 - 48.00 [ 195 915 973.94 0.08% 0.09%
[ 48.00 - 54.00 [ 25 441 121 425 230.79 10.83% 11.56%
[ 54.00 - 60.00 [ 291 1 499 504.15 0.12% 0.14%
[ 60.00 - 66.00 [ 170 531 764 857 014.14 72.61% 72.84%
[ 66.00 - 72.00 [ 133 1 215 456.22 0.06% 0.12%
[ 72.00 - 78.00 [ 6 593 50 588 311.07 2.81% 4.82%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Original Term to Maturity in
Months (Months) 12
Maximum Original Term to Maturity in
Months (Months) 74
Weighted Average Original Term to
Maturity in Months (Months) 56.16
Remaining Term to Maturity in
Months
Remaining Term to Maturity in
Months Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 0.00 - 6.00 [ 4 224 5 254 708.43 1.80% 0.50%
[ 6.00 - 12.00 [ 10 658 21 974 265.74 4.54% 2.09%
[ 12.00 - 18.00 [ 6 486 19 910 218.62 2.76% 1.90%
[ 18.00 - 24.00 [ 13 724 43 867 303.89 5.84% 4.18%
[ 24.00 - 30.00 [ 28 680 95 068 650.48 12.21% 9.05%
[ 30.00 - 36.00 [ 18 907 90 346 115.18 8.05% 8.60%
[ 36.00 - 42.00 [ 25 705 109 986 688.04 10.94% 10.47%
[ 42.00 - 48.00 [ 44 584 203 686 304.80 18.98% 19.40%
[ 48.00 - 54.00 [ 41 197 220 577 934.48 17.54% 21.01%
[ 54.00 - 60.00 [ 39 291 224 674 265.51 16.73% 21.40%
[ 60.00 - 66.00 [ 740 7 688 116.45 0.32% 0.73%
[ 66.00 - 72.00 [ 676 6 965 345.72 0.29% 0.66%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Remaining Term to Maturity in
Months (Months) 2
Maximum Remaining Term to Maturity in
Months (Months) 69
Weighted Average Remaining Term to
Maturity in Months (Months) 42.83
101
Seasoning in Months
Seasoning in Months Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 0.00 - 6.00 [ 43 287 233 813 807.84 18.43% 22.27%
[ 6.00 - 12.00 [ 59 021 306 576 553.28 25.13% 29.20%
[ 12.00 - 18.00 [ 53 658 238 182 895.10 22.85% 22.68%
[ 18.00 - 24.00 [ 30 027 112 367 562.31 12.78% 10.70%
[ 24.00 - 30.00 [ 11 775 47 573 765.93 5.01% 4.53%
[ 30.00 - 36.00 [ 23 589 78 626 275.15 10.04% 7.49%
[ 36.00 - 42.00 [ 10 670 26 876 965.50 4.54% 2.56%
[ 42.00 - 48.00 [ 652 2 575 673.21 0.28% 0.25%
[ 48.00 - 54.00 [ 1 887 2 884 872.20 0.80% 0.27%
[ 54.00 - 60.00 [ 252 410 613.71 0.11% 0.04%
[ 60.00 - 66.00 [ 49 103 910.59 0.02% 0.01%
[ 66.00 - 72.00 [ 5 7 022.52 0.00% 0.00%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Seasoning in Months (Months) 2
Maximum Seasoning in Months (Months) 70
Weighted Average Seasoning in Months
(Months) 13.33
Contractual Interest Rate in %
(Nominal)
Contractual Interest Rate in % Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
[ 4.00% - 5.00% [ 764 3 016 163.72 0.33% 0.29%
[ 5.00% - 6.00% [ 11 314 57 325 342.35 4.82% 5.46%
[ 6.00% - 7.00% [ 42 442 153 429 586.22 18.07% 14.61%
[ 7.00% - 8.00% [ 33 448 176 212 522.38 14.24% 16.78%
[ 8.00% - 9.00% [ 50 066 238 447 654.56 21.32% 22.71%
[ 9.00% - 10.00% [ 42 453 189 037 391.01 18.07% 18.00%
[ 10.00% - 11.00% [ 33 654 143 238 825.66 14.33% 13.64%
[ 11.00% - 12.00% [ 13 073 53 779 628.30 5.57% 5.12%
[ 12.00% - 13.00% [ 7 636 35 393 164.90 3.25% 3.37%
[ 13.00% - 14.00% [ 22 119 638.24 0.01% 0.01%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Minimum Contractual Interest Rate in %
(Nominal) (%) 4.01%
Maximum Contractual Interest Rate in %
(Nominal) (%) 13.00%
Weighted Average Contractual Interest
Rate in % (Nominal) (%) 8.85%
102
Region in of Residence
Region in of Residence Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
Ile de France 25 594 122 130 627.12 10.90% 11.63%
Provence-Alpes-Côte-d'Azur 20 567 106 125 343.40 8.76% 10.11%
Rhône-Alpes 24 354 103 070 460.55 10.37% 9.82%
Nord-Pas-de-Calais 15 663 81 214 675.16 6.67% 7.73%
Aquitaine 15 785 66 614 052.90 6.72% 6.34%
Bretagne 14 144 55 005 956.05 6.02% 5.24%
Languedoc-Roussillon 11 568 52 883 318.69 4.93% 5.04%
Midi-Pyrénées 11 742 49 540 641.82 5.00% 4.72%
Picardie 8 771 45 533 993.34 3.73% 4.34%
Lorraine 10 128 43 845 091.51 4.31% 4.18%
Pays de Loire 11 430 42 556 421.20 4.87% 4.05%
Centre 10 458 38 937 248.57 4.45% 3.71%
Haute Normandie 7 159 35 697 765.51 3.05% 3.40%
Alsace 7 144 33 164 396.70 3.04% 3.16%
Poitou-Charentes 6 993 28 503 908.95 2.98% 2.71%
Bourgogne 6 876 27 314 081.71 2.93% 2.60%
Basse Normandie 5 351 27 144 667.72 2.28% 2.59%
Franche-Comté 5 929 26 615 477.12 2.52% 2.53%
Champagne-Ardenne 4 873 22 485 368.46 2.07% 2.14%
Auvergne 5 684 20 839 296.97 2.42% 1.98%
Limousin 3 540 13 289 324.91 1.51% 1.27%
Corse 1 119 7 487 798.98 0.48% 0.71%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Car Make
Car Make Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
PEUGEOT 112 039 511 474 640.71 47.70% 48.71%
CITROEN 112 991 496 557 102.14 48.11% 47.29%
OTHERS 9 842 41 968 174.49 4.19% 4.00%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Purpose of Financing
Purpose of Financing Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
New 132 291 630 514 310.79 56.32% 60.05%
Used 102 581 419 485 606.55 43.68% 39.95%
Total 234 872 1 049 999 917.34 100.00% 100.00%
Contract Type
Contract Type Number of Contracts
Aggregate Outstanding
Principal Balance Percentage of Contracts
Percentage of
Aggregate Outstanding
Principal Balance
Constant and Variable Instalments 230 313 990 150 931.29 98.06% 94.30%
Balloon 4 559 59 848 986.05 1.94% 5.70%
Total 234 872 1 049 999 917.34 100.00% 100.00%
103
HISTORICAL PERFORMANCE DATA
The historical information and the other information set out below represent the historicalexperience of the Seller. None of the Management Company, the Custodian, the Compartment AccountBank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, theJunior Swap Provider, the Specially Dedicated Account Bank, the Joint Lead Managers or Joint Arrangershas undertaken or will undertake any investigation, review or searches to verify the historical information.Because this historical information was extracted for the period from the first quarter 2004 to the fourthquarter 2010, a significant number of Receivables purchased by the FCT may not have arisen from an AutoLoan Contract being part of the portfolio of Auto Loan Contracts. In addition, the future performance of thePurchased Receivables might differ from these historical information and such differences might besignificant.
The Seller (Crédipar) has extracted data on the historical performance of the entire auto loanportfolio managed in the EKIP system in place since the beginning of the third quarter in 2001. The tablesbelow show historical data on gross and net losses, for the period from the first quarter of 2004 to the fourthquarter of 2010. In addition, historical data on delinquencies for the period from the first quarter of 2004 tothe fourth quarter of 2010 and prepayments for the period starting on January 2004 to and ending inDecember 2010 are provided.
The default and net loss data displayed below is in static format and shows cumulative gross lossesin relation to defaulted auto loans and related net losses, for each portfolio of auto loans originated in aparticular quarter (individual using the car for private purposes, excluding employees and affiliates of thePSA Group), expressed as a percentage of the original principal balance of that portfolio. Cumulative grosslosses are calculated as the addition of defaulted loans. Net losses are calculated by deducting the carsales proceeds as well as any other recoveries from the gross losses (recoveries are shown in the quarterwhere cash flow is effectively received by the Seller).
104
Constant and Variable Instalment Loans
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination –Used Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.03% 0.35% 0.60% 0.99% 1.34% 1.64% 2.01% 2.17% 2.40% 2.63% 2.89% 3.06% 3.22% 3.31% 3.39% 3.44% 3.51% 3.58% 3.63% 3.68% 3.72% 3.78% 3.81% 3.84%
04Q2 0.01% 0.12% 0.52% 0.82% 1.17% 1.47% 1.78% 2.09% 2.29% 2.63% 2.86% 3.01% 3.15% 3.27% 3.37% 3.44% 3.53% 3.64% 3.73% 3.83% 3.88% 3.93% 3.97% 3.99% 4.03%
04Q3 0.01% 0.14% 0.38% 0.68% 0.99% 1.33% 1.63% 1.95% 2.20% 2.46% 2.72% 2.88% 3.04% 3.13% 3.26% 3.35% 3.39% 3.53% 3.59% 3.65% 3.69% 3.72% 3.73% 3.76% 3.79%
04Q4 0.02% 0.17% 0.50% 0.87% 1.20% 1.42% 1.74% 2.01% 2.31% 2.53% 2.71% 2.85% 2.97% 3.11% 3.17% 3.25% 3.35% 3.42% 3.50% 3.58% 3.63% 3.65% 3.70% 3.72% 3.73%
05Q1 0.01% 0.11% 0.32% 0.64% 0.95% 1.30% 1.53% 1.83% 2.07% 2.26% 2.45% 2.56% 2.68% 2.76% 2.83% 2.94% 3.01% 3.08% 3.15% 3.20% 3.25% 3.30% 3.31% 3.34%
05Q2 0.03% 0.16% 0.46% 0.80% 1.07% 1.40% 1.73% 2.05% 2.37% 2.60% 2.81% 3.01% 3.11% 3.26% 3.34% 3.48% 3.61% 3.71% 3.80% 3.86% 3.89% 3.95% 3.98%
05Q3 0.03% 0.18% 0.59% 0.99% 1.38% 1.71% 2.04% 2.31% 2.54% 2.71% 2.95% 3.10% 3.28% 3.39% 3.55% 3.67% 3.76% 3.87% 3.93% 4.03% 4.08% 4.12%
05Q4 0.04% 0.19% 0.40% 0.84% 1.29% 1.64% 1.89% 2.16% 2.33% 2.50% 2.65% 2.81% 2.93% 3.06% 3.17% 3.25% 3.38% 3.45% 3.50% 3.57% 3.62%
06Q1 0.02% 0.09% 0.47% 0.80% 1.07% 1.24% 1.44% 1.68% 1.89% 2.04% 2.18% 2.34% 2.47% 2.64% 2.77% 2.90% 3.01% 3.14% 3.20% 3.30%
06Q2 0.03% 0.15% 0.60% 0.98% 1.27% 1.54% 1.73% 1.96% 2.09% 2.28% 2.49% 2.65% 2.81% 2.97% 3.04% 3.14% 3.24% 3.33% 3.41%
06Q3 0.04% 0.26% 0.58% 1.00% 1.17% 1.42% 1.66% 1.79% 1.95% 2.14% 2.36% 2.57% 2.72% 2.84% 2.98% 3.09% 3.18% 3.26%
06Q4 0.02% 0.22% 0.49% 0.78% 1.05% 1.28% 1.45% 1.67% 1.88% 2.09% 2.28% 2.47% 2.62% 2.73% 2.84% 2.98% 3.09%
07Q1 0.00% 0.10% 0.37% 0.70% 0.97% 1.19% 1.37% 1.58% 1.78% 1.99% 2.22% 2.49% 2.63% 2.72% 2.87% 2.98%
07Q2 0.02% 0.15% 0.47% 0.73% 0.89% 1.22% 1.56% 1.88% 2.20% 2.50% 2.73% 2.89% 3.11% 3.26% 3.40%
07Q3 0.02% 0.18% 0.46% 0.72% 1.00% 1.37% 1.74% 2.09% 2.41% 2.66% 2.92% 3.13% 3.41% 3.57%
07Q4 0.05% 0.22% 0.39% 0.67% 0.96% 1.38% 1.71% 2.00% 2.25% 2.47% 2.67% 2.91% 3.10%
08Q1 0.02% 0.06% 0.27% 0.61% 1.03% 1.31% 1.62% 1.86% 2.09% 2.37% 2.64% 2.78%
08Q2 0.02% 0.08% 0.54% 1.02% 1.37% 1.86% 2.15% 2.32% 2.63% 2.94% 3.15%
08Q3 0.02% 0.08% 0.47% 1.00% 1.44% 1.96% 2.27% 2.61% 2.88% 3.16%
08Q4 0.02% 0.16% 0.49% 0.97% 1.42% 1.82% 2.11% 2.42% 2.62%
09Q1 0.03% 0.09% 0.37% 0.73% 1.09% 1.35% 1.66% 1.95%
09Q2 0.01% 0.06% 0.30% 0.55% 0.75% 0.99% 1.29%
09Q3 0.01% 0.10% 0.33% 0.63% 0.95% 1.36%
09Q4 0.00% 0.05% 0.23% 0.48% 0.62%
10Q1 0.00% 0.08% 0.20% 0.43%
10Q2 0.00% 0.04% 0.29%
10Q3 0.00% 0.06%
10Q4 0.00%
Cumulative quarterly net losses (in percentages)
Net Losses
Quarter of Origination – Used Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.03% 0.32% 0.48% 0.80% 1.00% 1.21% 1.44% 1.42% 1.57% 1.82% 1.95% 1.97% 2.06% 2.07% 2.08% 2.06% 2.08% 2.10% 2.10% 2.12% 2.13% 2.14% 2.13% 2.12%
04Q2 0.01% 0.10% 0.40% 0.58% 0.76% 0.97% 1.17% 1.18% 1.26% 1.72% 1.73% 1.72% 1.77% 1.79% 1.79% 1.79% 1.83% 1.89% 1.93% 1.97% 1.97% 1.98% 1.99% 1.99% 1.99%
04Q3 0.01% 0.12% 0.32% 0.53% 0.74% 0.96% 0.99% 1.14% 1.47% 1.57% 1.66% 1.70% 1.74% 1.74% 1.80% 1.82% 1.80% 1.89% 1.90% 1.90% 1.90% 1.91% 1.88% 1.88% 1.87%
04Q4 0.02% 0.16% 0.38% 0.65% 0.86% 0.83% 0.98% 1.35% 1.45% 1.42% 1.50% 1.56% 1.59% 1.64% 1.65% 1.67% 1.73% 1.75% 1.78% 1.80% 1.82% 1.80% 1.81% 1.80% 1.78%
05Q1 0.01% 0.08% 0.29% 0.49% 0.53% 0.77% 1.04% 1.19% 1.24% 1.29% 1.40% 1.41% 1.44% 1.45% 1.47% 1.51% 1.52% 1.55% 1.59% 1.58% 1.60% 1.63% 1.61% 1.60%
05Q2 0.03% 0.14% 0.35% 0.38% 0.55% 0.99% 1.13% 1.22% 1.36% 1.49% 1.58% 1.67% 1.68% 1.74% 1.76% 1.83% 1.88% 1.94% 1.97% 1.99% 1.99% 2.01% 2.02%
05Q3 0.02% 0.14% 0.28% 0.50% 1.03% 1.14% 1.27% 1.42% 1.55% 1.66% 1.80% 1.83% 1.94% 2.01% 2.08% 2.15% 2.19% 2.23% 2.21% 2.26% 2.25% 2.26%
05Q4 0.03% 0.15% 0.27% 0.67% 0.91% 0.92% 1.06% 1.17% 1.25% 1.31% 1.35% 1.45% 1.49% 1.59% 1.64% 1.67% 1.71% 1.71% 1.71% 1.73% 1.73%
06Q1 0.02% 0.07% 0.39% 0.50% 0.59% 0.68% 0.79% 0.96% 1.08% 1.14% 1.23% 1.32% 1.39% 1.51% 1.59% 1.65% 1.70% 1.76% 1.79% 1.85%
06Q2 0.03% 0.13% 0.44% 0.63% 0.79% 0.95% 1.01% 1.13% 1.17% 1.30% 1.42% 1.51% 1.61% 1.66% 1.69% 1.72% 1.78% 1.82% 1.85%
06Q3 0.04% 0.24% 0.33% 0.59% 0.64% 0.82% 0.95% 1.01% 1.12% 1.24% 1.36% 1.50% 1.57% 1.62% 1.69% 1.75% 1.77% 1.81%
06Q4 0.02% 0.20% 0.35% 0.52% 0.66% 0.79% 0.87% 1.03% 1.15% 1.28% 1.42% 1.54% 1.62% 1.64% 1.69% 1.76% 1.81%
07Q1 0.01% 0.10% 0.31% 0.52% 0.71% 0.84% 0.98% 1.13% 1.27% 1.44% 1.59% 1.77% 1.83% 1.85% 1.93% 1.99%
07Q2 0.02% 0.14% 0.40% 0.55% 0.62% 0.86% 1.10% 1.31% 1.53% 1.74% 1.85% 1.91% 2.05% 2.12% 2.20%
07Q3 0.01% 0.16% 0.36% 0.53% 0.73% 0.99% 1.24% 1.47% 1.70% 1.86% 2.04% 2.12% 2.32% 2.37%
07Q4 0.04% 0.17% 0.32% 0.52% 0.73% 1.04% 1.26% 1.48% 1.63% 1.77% 1.87% 2.03% 2.14%
08Q1 0.02% 0.05% 0.25% 0.55% 0.88% 1.08% 1.29% 1.47% 1.62% 1.81% 2.01% 2.09%
08Q2 0.02% 0.07% 0.51% 0.87% 1.13% 1.53% 1.70% 1.78% 2.00% 2.26% 2.38%
08Q3 0.02% 0.08% 0.44% 0.89% 1.20% 1.54% 1.74% 1.94% 2.09% 2.28%
08Q4 0.02% 0.15% 0.46% 0.79% 1.13% 1.43% 1.57% 1.81% 1.93%
09Q1 0.03% 0.07% 0.34% 0.64% 0.89% 1.06% 1.29% 1.50%
09Q2 0.01% 0.06% 0.25% 0.41% 0.56% 0.77% 0.97%
09Q3 0.01% 0.08% 0.29% 0.51% 0.78% 1.10%
09Q4 0.00% 0.05% 0.19% 0.41% 0.51%
10Q1 0.00% 0.07% 0.18% 0.38%
10Q2 0.00% 0.04% 0.28%
10Q3 0.00% 0.06%
10Q4 0.00%
105
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination – New Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.07% 0.20% 0.39% 0.57% 0.75% 0.86% 1.01% 1.09% 1.20% 1.35% 1.44% 1.55% 1.58% 1.62% 1.64% 1.66% 1.72% 1.74% 1.76% 1.80% 1.82% 1.85% 1.86% 1.88%
04Q2 0.01% 0.02% 0.22% 0.37% 0.43% 0.64% 0.80% 0.87% 0.96% 1.10% 1.21% 1.36% 1.44% 1.46% 1.50% 1.53% 1.58% 1.62% 1.65% 1.69% 1.71% 1.72% 1.73% 1.74% 1.76%
04Q3 0.01% 0.08% 0.35% 0.47% 0.59% 0.78% 0.95% 1.13% 1.26% 1.42% 1.53% 1.65% 1.72% 1.80% 1.86% 1.89% 1.91% 1.96% 1.97% 2.00% 2.02% 2.03% 2.05% 2.08% 2.09%
04Q4 0.01% 0.07% 0.17% 0.48% 0.65% 0.69% 0.79% 1.00% 1.14% 1.25% 1.35% 1.40% 1.45% 1.53% 1.58% 1.61% 1.64% 1.67% 1.71% 1.73% 1.72% 1.72% 1.74% 1.75% 1.76%
05Q1 0.00% 0.14% 0.21% 0.35% 0.46% 0.59% 0.74% 0.97% 1.05% 1.16% 1.28% 1.36% 1.38% 1.39% 1.44% 1.50% 1.52% 1.55% 1.57% 1.59% 1.61% 1.61% 1.62% 1.63%
05Q2 0.00% 0.05% 0.19% 0.33% 0.43% 0.55% 0.72% 0.93% 1.02% 1.15% 1.23% 1.25% 1.29% 1.39% 1.42% 1.44% 1.49% 1.56% 1.60% 1.63% 1.65% 1.66% 1.67%
05Q3 0.01% 0.16% 0.21% 0.37% 0.63% 0.82% 1.02% 1.22% 1.31% 1.45% 1.55% 1.60% 1.66% 1.69% 1.76% 1.80% 1.86% 1.89% 1.91% 1.93% 1.95% 1.99%
05Q4 0.02% 0.11% 0.19% 0.36% 0.47% 0.64% 0.79% 0.89% 1.01% 1.09% 1.14% 1.18% 1.25% 1.30% 1.36% 1.42% 1.47% 1.50% 1.51% 1.54% 1.56%
06Q1 0.00% 0.11% 0.22% 0.42% 0.57% 0.71% 0.86% 0.93% 1.00% 1.05% 1.13% 1.23% 1.29% 1.35% 1.42% 1.45% 1.49% 1.53% 1.57% 1.59%
06Q2 0.00% 0.06% 0.22% 0.43% 0.62% 0.77% 0.95% 1.03% 1.08% 1.13% 1.19% 1.25% 1.31% 1.34% 1.39% 1.41% 1.47% 1.52% 1.53%
06Q3 0.00% 0.11% 0.32% 0.48% 0.57% 0.70% 0.82% 0.93% 1.02% 1.13% 1.25% 1.39% 1.44% 1.51% 1.54% 1.62% 1.64% 1.71%
06Q4 0.00% 0.07% 0.21% 0.31% 0.38% 0.49% 0.57% 0.65% 0.76% 0.90% 1.01% 1.11% 1.15% 1.19% 1.24% 1.33% 1.39%
07Q1 0.01% 0.09% 0.22% 0.36% 0.46% 0.58% 0.68% 0.81% 0.89% 0.97% 1.07% 1.22% 1.32% 1.35% 1.42% 1.47%
07Q2 0.01% 0.07% 0.22% 0.30% 0.37% 0.58% 0.70% 0.85% 0.94% 1.06% 1.17% 1.26% 1.35% 1.44% 1.47%
07Q3 0.00% 0.06% 0.21% 0.35% 0.52% 0.67% 0.81% 0.87% 1.12% 1.27% 1.33% 1.44% 1.51% 1.58%
07Q4 0.02% 0.09% 0.28% 0.37% 0.50% 0.62% 0.78% 0.87% 1.04% 1.14% 1.27% 1.37% 1.45%
08Q1 0.00% 0.06% 0.17% 0.22% 0.35% 0.44% 0.59% 0.70% 0.86% 0.96% 1.00% 1.11%
08Q2 0.01% 0.06% 0.08% 0.20% 0.33% 0.48% 0.66% 0.78% 0.94% 1.06% 1.18%
08Q3 0.00% 0.01% 0.17% 0.34% 0.45% 0.73% 0.88% 1.06% 1.16% 1.32%
08Q4 0.00% 0.05% 0.15% 0.24% 0.31% 0.41% 0.54% 0.63% 0.80%
09Q1 0.00% 0.04% 0.08% 0.18% 0.33% 0.44% 0.54% 0.66%
09Q2 0.00% 0.01% 0.07% 0.22% 0.34% 0.49% 0.56%
09Q3 0.00% 0.00% 0.13% 0.27% 0.38% 0.46%
09Q4 0.00% 0.02% 0.07% 0.16% 0.29%
10Q1 0.01% 0.07% 0.13% 0.28%
10Q2 0.05% 0.06% 0.17%
10Q3 0.00% 0.08%
10Q4 0.01%
Cumulative quarterly net losses (in percentages)
Net Losses
Quarter of Origination – New Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.05% 0.15% 0.29% 0.43% 0.53% 0.58% 0.66% 0.62% 0.67% 0.81% 0.82% 0.83% 0.82% 0.84% 0.82% 0.83% 0.83% 0.82% 0.81% 0.83% 0.83% 0.83% 0.82% 0.82%
04Q2 0.01% 0.01% 0.20% 0.26% 0.27% 0.40% 0.48% 0.49% 0.50% 0.65% 0.67% 0.72% 0.73% 0.71% 0.70% 0.71% 0.74% 0.75% 0.75% 0.76% 0.76% 0.75% 0.75% 0.74% 0.75%
04Q3 0.01% 0.06% 0.26% 0.30% 0.37% 0.51% 0.50% 0.56% 0.71% 0.75% 0.72% 0.76% 0.78% 0.81% 0.80% 0.80% 0.79% 0.80% 0.79% 0.80% 0.81% 0.80% 0.80% 0.81% 0.82%
04Q4 0.01% 0.04% 0.12% 0.32% 0.35% 0.35% 0.42% 0.62% 0.62% 0.62% 0.64% 0.65% 0.65% 0.68% 0.68% 0.69% 0.67% 0.69% 0.71% 0.71% 0.70% 0.70% 0.70% 0.70% 0.69%
05Q1 0.00% 0.12% 0.11% 0.22% 0.22% 0.25% 0.41% 0.53% 0.51% 0.56% 0.59% 0.61% 0.62% 0.63% 0.64% 0.67% 0.64% 0.66% 0.65% 0.65% 0.65% 0.64% 0.65% 0.66%
05Q2 0.00% 0.05% 0.16% 0.20% 0.25% 0.41% 0.48% 0.53% 0.54% 0.60% 0.61% 0.60% 0.61% 0.66% 0.66% 0.66% 0.68% 0.72% 0.73% 0.74% 0.74% 0.73% 0.73%
05Q3 0.01% 0.12% 0.10% 0.20% 0.41% 0.45% 0.44% 0.57% 0.60% 0.70% 0.72% 0.73% 0.75% 0.77% 0.79% 0.80% 0.83% 0.82% 0.83% 0.83% 0.82% 0.83%
05Q4 0.02% 0.10% 0.12% 0.23% 0.28% 0.31% 0.40% 0.43% 0.49% 0.48% 0.49% 0.51% 0.55% 0.55% 0.58% 0.62% 0.64% 0.66% 0.66% 0.67% 0.67%
06Q1 0.00% 0.10% 0.16% 0.31% 0.37% 0.43% 0.51% 0.49% 0.49% 0.51% 0.53% 0.58% 0.61% 0.65% 0.69% 0.70% 0.72% 0.74% 0.75% 0.74%
06Q2 0.00% 0.06% 0.13% 0.29% 0.39% 0.46% 0.55% 0.55% 0.53% 0.57% 0.60% 0.62% 0.64% 0.66% 0.65% 0.64% 0.68% 0.70% 0.68%
06Q3 0.00% 0.09% 0.21% 0.31% 0.30% 0.38% 0.42% 0.44% 0.49% 0.57% 0.64% 0.73% 0.77% 0.80% 0.82% 0.87% 0.85% 0.89%
06Q4 0.00% 0.06% 0.12% 0.19% 0.25% 0.28% 0.32% 0.35% 0.42% 0.51% 0.56% 0.61% 0.61% 0.61% 0.63% 0.68% 0.73%
07Q1 0.01% 0.07% 0.16% 0.24% 0.27% 0.30% 0.37% 0.43% 0.49% 0.54% 0.60% 0.68% 0.70% 0.71% 0.74% 0.76%
07Q2 0.01% 0.06% 0.15% 0.17% 0.20% 0.31% 0.35% 0.45% 0.49% 0.55% 0.63% 0.66% 0.70% 0.73% 0.71%
07Q3 0.00% 0.06% 0.16% 0.24% 0.35% 0.42% 0.50% 0.54% 0.72% 0.82% 0.86% 0.93% 0.97% 0.99%
07Q4 0.02% 0.06% 0.23% 0.27% 0.34% 0.42% 0.53% 0.56% 0.67% 0.72% 0.77% 0.83% 0.89%
08Q1 0.00% 0.06% 0.16% 0.18% 0.27% 0.32% 0.42% 0.48% 0.57% 0.66% 0.66% 0.73%
08Q2 0.01% 0.05% 0.06% 0.16% 0.27% 0.35% 0.51% 0.57% 0.66% 0.69% 0.77%
08Q3 0.00% 0.01% 0.11% 0.24% 0.31% 0.56% 0.64% 0.73% 0.75% 0.84%
08Q4 0.00% 0.05% 0.14% 0.22% 0.25% 0.33% 0.41% 0.49% 0.60%
09Q1 0.00% 0.03% 0.06% 0.13% 0.19% 0.27% 0.32% 0.42%
09Q2 0.00% 0.01% 0.07% 0.17% 0.25% 0.35% 0.40%
09Q3 0.00% 0.00% 0.10% 0.16% 0.25% 0.29%
09Q4 0.00% 0.02% 0.06% 0.14% 0.24%
10Q1 0.01% 0.07% 0.11% 0.24%
10Q2 0.05% 0.05% 0.15%
10Q3 0.00% 0.07%
10Q4 0.01%
106
Balloon Loans
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination –New Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.00% 0.00% 0.04% 0.22% 0.53% 0.53% 0.74% 0.92% 0.92% 0.93% 1.01% 1.02% 1.02% 1.08% 1.29% 1.36% 1.36% 1.42% 1.46% 1.46% 1.46% 1.54% 1.54% 1.54%
04Q2 0.00% 0.09% 0.09% 0.26% 0.26% 0.47% 0.60% 0.97% 1.17% 1.17% 1.51% 1.63% 1.63% 1.65% 1.65% 1.66% 1.66% 1.66% 1.77% 1.77% 1.77% 1.77% 1.79% 1.81% 1.81%
04Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.43% 0.45% 0.46% 0.72% 0.95% 0.95% 0.95% 0.95% 1.15% 1.15% 1.15% 1.15% 1.15% 1.17% 1.17% 1.17% 1.17% 1.17% 1.21% 1.21%
04Q4 0.00% 0.00% 0.00% 0.00% 0.20% 0.37% 0.37% 0.48% 0.69% 0.99% 0.99% 0.99% 0.99% 1.18% 1.18% 1.28% 1.28% 1.28% 1.41% 1.49% 1.49% 1.49% 1.53% 1.53% 1.58%
05Q1 0.00% 0.00% 0.31% 0.31% 0.53% 0.75% 0.75% 0.78% 0.79% 0.95% 0.95% 1.09% 1.09% 1.09% 1.23% 1.23% 1.48% 1.48% 1.48% 1.48% 1.48% 1.57% 1.57% 1.57%
05Q2 0.00% 0.00% 0.00% 0.00% 0.01% 0.26% 0.26% 0.26% 0.27% 0.27% 0.62% 0.62% 0.62% 0.62% 0.81% 0.81% 0.81% 0.81% 0.81% 0.82% 0.82% 0.82% 1.02%
05Q3 0.00% 0.00% 0.40% 0.40% 0.40% 0.76% 0.76% 1.03% 1.05% 1.05% 1.94% 1.94% 2.07% 2.07% 2.26% 2.26% 2.26% 2.49% 2.49% 2.49% 2.49% 2.49%
05Q4 0.00% 0.00% 0.00% 0.00% 0.12% 0.14% 0.14% 0.14% 0.39% 0.39% 0.91% 1.18% 1.18% 1.18% 1.50% 1.50% 1.61% 1.61% 1.61% 1.61% 1.61%
06Q1 0.00% 0.29% 0.29% 0.64% 0.93% 0.94% 1.18% 1.18% 1.41% 1.41% 1.41% 1.74% 1.87% 2.06% 2.07% 2.07% 2.07% 2.07% 2.07% 2.07%
06Q2 0.00% 0.01% 0.01% 0.01% 0.01% 0.37% 0.37% 0.57% 0.57% 0.70% 1.12% 1.13% 1.13% 1.13% 1.37% 1.37% 1.59% 1.88% 1.89%
06Q3 0.00% 0.01% 0.02% 0.02% 0.02% 1.13% 1.75% 1.75% 1.75% 1.76% 1.76% 1.77% 2.10% 2.28% 2.28% 2.41% 2.41% 2.41%
06Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.28% 0.81% 1.48% 1.61% 1.89% 2.15% 2.15% 2.15% 2.26% 2.26%
07Q1 0.01% 0.01% 0.38% 0.40% 0.52% 0.52% 0.52% 0.52% 0.67% 0.67% 0.67% 0.82% 0.82% 0.94% 1.34% 1.34%
07Q2 0.00% 0.14% 0.15% 0.32% 0.32% 0.33% 0.73% 0.95% 1.30% 1.55% 1.97% 2.18% 2.34% 2.44% 2.66%
07Q3 0.00% 0.26% 0.63% 0.63% 0.64% 0.77% 0.78% 0.79% 1.61% 1.61% 1.81% 1.82% 2.16% 2.26%
07Q4 0.00% 0.18% 0.38% 0.38% 0.39% 0.41% 0.55% 0.63% 0.65% 0.92% 1.16% 1.16% 1.24%
08Q1 0.00% 0.00% 0.00% 0.00% 0.00% 0.15% 0.67% 0.67% 1.20% 1.52% 1.85% 1.93%
08Q2 0.00% 0.03% 0.04% 0.61% 0.61% 0.61% 0.61% 1.41% 1.41% 1.42% 1.56%
08Q3 0.00% 0.00% 0.00% 0.01% 0.55% 0.55% 0.78% 1.26% 1.27% 1.59%
08Q4 0.00% 0.00% 0.11% 0.13% 0.50% 0.80% 0.87% 0.90% 1.05%
09Q1 0.00% 0.00% 0.10% 0.39% 0.68% 0.68% 1.00% 1.13%
09Q2 0.20% 0.21% 0.21% 0.21% 0.45% 0.50% 1.36%
09Q3 0.00% 0.04% 0.17% 0.51% 0.62% 0.86%
09Q4 0.00% 0.01% 0.11% 0.21% 0.22%
10Q1 0.02% 0.02% 0.14% 0.33%
10Q2 0.00% 0.19% 0.20%
10Q3 0.00% 0.00%
10Q4 0.00%
Cumulative quarterly net losses (in percentages)
Net Losses
Quarter of Origination –New Cars
Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24
04Q1 0.00% 0.00% 0.00% 0.04% 0.08% 0.38% 0.21% 0.41% 0.37% 0.18% 0.27% 0.32% 0.22% 0.20% 0.21% 0.36% 0.20% 0.20% 0.24% 0.26% 0.25% 0.23% 0.29% 0.27% 0.26%
04Q2 0.00% 0.09% 0.01% 0.18% 0.01% 0.11% 0.24% 0.30% 0.66% 0.74% 0.95% 0.86% 0.83% 0.79% 0.77% 0.76% 0.75% 0.75% 0.84% 0.83% 0.83% 0.82% 0.80% 0.77% 0.75%
04Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.39% 0.31% 0.47% 0.73% 0.77% 0.44% 0.42% 0.41% 0.60% 0.58% 0.57% 0.56% 0.56% 0.58% 0.57% 0.56% 0.56% 0.56% 0.60% 0.58%
04Q4 0.00% 0.00% 0.00% 0.00% 0.16% 0.25% 0.12% 0.24% 0.44% 0.52% 0.52% 0.52% 0.31% 0.50% 0.49% 0.56% 0.54% 0.53% 0.65% 0.65% 0.63% 0.63% 0.67% 0.66% 0.71%
05Q1 0.00% 0.00% 0.26% 0.15% 0.37% 0.40% 0.61% 0.64% 0.54% 0.70% 0.71% 0.86% 0.88% 0.72% 0.86% 0.71% 0.98% 0.98% 0.90% 0.90% 0.90% 0.99% 0.99% 0.98%
05Q2 0.00% 0.00% 0.00% 0.00% 0.00% 0.25% 0.19% 0.05% 0.04% 0.02% 0.37% 0.27% 0.07% 0.07% 0.26% 0.27% 0.27% 0.27% 0.27% 0.28% 0.28% 0.28% 0.36%
05Q3 0.00% 0.00% 0.40% 0.13% 0.13% 0.48% 0.24% 0.46% 0.40% 0.39% 1.14% 1.13% 1.27% 1.21% 1.42% 1.17% 1.16% 1.39% 1.39% 1.38% 1.37% 1.37%
05Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 0.00% 0.16% 0.16% 0.65% 0.94% 0.78% 0.80% 1.14% 1.15% 1.24% 1.23% 1.22% 1.20% 1.18%
06Q1 0.00% 0.29% 0.19% 0.35% 0.44% 0.10% 0.33% 0.32% 0.32% 0.33% 0.34% 0.70% 0.78% 0.79% 0.72% 0.72% 0.73% 0.73% 0.73% 0.73%
06Q2 0.00% 0.01% 0.00% 0.00% 0.00% 0.37% 0.38% 0.38% 0.35% 0.37% 0.81% 0.85% 0.85% 0.84% 0.97% 0.96% 1.18% 1.42% 1.38%
06Q3 0.00% 0.00% 0.00% 0.00% 0.00% 1.08% 0.92% 0.61% 0.60% 0.51% 0.38% 0.35% 0.73% 0.68% 0.65% 0.64% 0.63% 0.61%
06Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.42% 0.96% 1.09% 1.11% 1.32% 1.21% 1.19% 1.29% 1.21%
07Q1 0.01% 0.01% 0.17% 0.07% 0.06% 0.06% 0.06% 0.06% 0.20% 0.18% 0.18% 0.30% 0.30% 0.40% 0.80% 0.75%
07Q2 0.00% 0.14% 0.06% 0.23% 0.22% 0.22% 0.63% 0.68% 0.87% 1.03% 1.36% 1.44% 1.33% 1.40% 1.44%
07Q3 0.00% 0.19% 0.51% 0.40% 0.41% 0.54% 0.53% 0.46% 1.08% 0.93% 0.93% 0.93% 1.24% 1.16%
07Q4 0.00% 0.18% 0.24% 0.23% 0.24% 0.25% 0.40% 0.48% 0.48% 0.47% 0.70% 0.73% 0.73%
08Q1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.49% 0.49% 0.79% 0.89% 0.93% 0.96%
08Q2 0.00% 0.03% 0.03% 0.49% 0.49% 0.49% 0.49% 1.14% 0.92% 0.92% 1.05%
08Q3 0.00% 0.00% 0.00% 0.01% 0.30% 0.30% 0.54% 0.52% 0.52% 0.61%
08Q4 0.00% 0.00% 0.11% 0.07% 0.40% 0.48% 0.53% 0.47% 0.51%
09Q1 0.00% 0.00% 0.10% 0.38% 0.53% 0.44% 0.76% 0.87%
09Q2 0.20% 0.21% 0.20% 0.20% 0.31% 0.36% 1.13%
09Q3 0.00% 0.04% 0.17% 0.20% 0.30% 0.48%
09Q4 0.00% 0.01% 0.07% 0.09% 0.09%
10Q1 0.02% 0.00% 0.12% 0.16%
10Q2 0.00% 0.19% 0.20%
10Q3 0.00% 0.00%
10Q4 0.00%
107
Delinquencies
The following data indicates, for the retail auto loan portfolio (constant and variable instalmentsloans for new and used cars, as well as balloon loans for new cars, for individuals using the car for privatepurposes, excluding employees and affiliates of the PSA Group), and for a given month the outstandingbalance of the receivables which have more or equal to thirty-one (31) days, and less or equal to onehundred and fifty (150) days of arrears, expressed as a percentage of the total outstanding initial balance ofthe auto loan portfolio at the beginning of such period.
Delinquencies
Month 31 days =< arrears <= 150 days Month 31 days =< arrears <= 150 days Month 31 days =< arrears <= 150 days
Jan-04 1.71% May-06 1.41% Sep-08 1.29%
Feb-04 1.71% Jun-06 1.36% Oct-08 1.37%
Mar-04 1.59% Jul-06 1.37% Nov-08 1.49%
Apr-04 1.44% Aug-06 1.33% Dec-08 1.42%
May-04 1.67% Sep-06 1.37% Jan-09 1.60%
Jun-04 1.46% Oct-06 1.29% Feb-09 1.65%
Jul-04 1.49% Nov-06 1.20% Mar-09 1.57%
Aug-04 1.50% Dec-06 1.14% Apr-09 1.48%
Sep-04 1.35% Jan-07 1.18% May-09 1.60%
Oct-04 1.39% Feb-07 1.11% Jun-09 1.51%
Nov-04 1.30% Mar-07 1.12% Jul-09 1.51%
Dec-04 1.26% Apr-07 1.07% Aug-09 1.51%
Jan-05 1.19% May-07 1.18% Sep-09 1.39%
Feb-05 1.29% Jun-07 1.13% Oct-09 1.42%
Mar-05 1.29% Jul-07 1.02% Nov-09 1.37%
Apr-05 1.30% Aug-07 1.03% Dec-09 1.42%
May-05 1.31% Sep-07 1.11% Jan-10 1.43%
Jun-05 1.20% Oct-07 1.07% Feb-10 1.37%
Jul-05 1.15% Nov-07 1.13% Mar-10 1.32%
Aug-05 1.26% Dec-07 1.24% Apr-10 1.20%
Sep-05 1.21% Jan-08 1.04% May-10 1.27%
Oct-05 1.30% Feb-08 1.13% Jun-10 1.25%
Nov-05 1.20% Mar-08 1.14% Jul-10 1.30%
Dec-05 1.37% Apr-08 1.05% Aug-10 1.25%
Jan-06 1.35% May-08 1.22% Sep-10 1.24%
Feb-06 1.34% Jun-08 1.24% Oct-10 1.21%
Mar-06 1.39% Jul-08 1.21% Nov-10 1.12%
Apr-06 1.34% Aug-08 1.39% Dec-10 1.18%
108
Prepayments
The annual prepayment rate was calculated, for the retail auto loan portfolio (constant and variableinstalments loans for new and used cars, as well as balloon loans for new cars, for individuals using the carfor private purposes, excluding employees and affiliates of the PSA Group), by multiplying the amount ofun-scheduled principal received in a given month by 12 and dividing such product by the OutstandingBalance of the auto loan portfolio at the beginning of such quarter. The average rate is 16.7 per cent. overthe period considered.
Prepayments
Month Annualised Prepayment Rate Month Annualised Prepayment Rate Month Annualised Prepayment Rate
Jan-04 15.04% May-06 18.99% Sep-08 14.00%Feb-04 16.17% Jun-06 20.29% Oct-08 17.64%
Mar-04 19.87% Jul-06 17.51% Nov-08 12.78%Apr-04 19.97% Aug-06 14.53% Dec-08 13.55%
May-04 16.32% Sep-06 15.02% Jan-09 13.18%Jun-04 20.60% Oct-06 19.91% Feb-09 13.73%
Jul-04 20.18% Nov-06 20.09% Mar-09 16.91%Aug-04 15.45% Dec-06 16.89% Apr-09 14.64%
Sep-04 14.94% Jan-07 15.36% May-09 15.05%
Oct-04 21.23% Feb-07 16.67% Jun-09 16.88%
Nov-04 18.71% Mar-07 19.84% Jul-09 16.99%
Dec-04 19.28% Apr-07 17.74% Aug-09 12.02%
Jan-05 15.00% May-07 15.08% Sep-09 12.81%
Feb-05 17.34% Jun-07 18.85% Oct-09 14.86%Mar-05 19.18% Jul-07 18.40% Nov-09 12.23%
Apr-05 18.99% Aug-07 15.41% Dec-09 15.97%May-05 17.89% Sep-07 12.26% Jan-10 12.03%
Jun-05 21.09% Oct-07 19.08% Feb-10 14.55%Jul-05 16.40% Nov-07 15.70% Mar-10 19.47%
Aug-05 16.23% Dec-07 14.66% Apr-10 16.92%Sep-05 15.54% Jan-08 15.10% May-10 12.37%
Oct-05 18.98% Feb-08 18.54% Jun-10 18.08%
Nov-05 15.61% Mar-08 16.50% Jul-10 15.55%
Dec-05 20.13% Apr-08 18.85% Aug-10 15.94%
Jan-06 19.00% May-08 14.77% Sep-10 14.77%
Feb-06 17.78% Jun-08 17.63% Oct-10 14.86%
Mar-06 19.89% Jul-08 18.08% Nov-10 16.17%
Apr-06 18.65% Aug-08 15.54% Dec-10 15.93%
109
DESCRIPTION OF THE MASTER PURCHASE AGREEMENT
Introduction
Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Receivables tothe FCT. The Purchased Receivables will be allocated exclusively to the Compartment by theManagement Company.
Assignment of the Receivables
Assignment of Initial Receivables on the First Purchase Date
Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT aninitial pool of Receivables on the First Purchase Date.
Transfer of Additional Receivables on the Subsequent Purchase Dates
Principle
Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT,during the Revolving Period, Additional Receivables on each Subsequent Purchase Date.
Procedure
On each Subsequent Selection Date, the Seller may offer to sell to the ManagementCompany, pursuant to a written Purchase Offer, Receivables which satisfy the Eligibility Criteria. AllPurchase Offers submitted by the Seller to the Management Company (with a copy to the Custodian)will include, among other things, (i) the number of the selected Additional Receivables, (ii) theaggregate Outstanding Balance of all Additional Receivables and the aggregate Adjusted OutstandingBalances of those of the Additional Receivables being subject to a Deferred Payment of the PurchasePrice, (iii) the Contractual Interest Rates of all Additional Receivables and the Adjusted Interest Ratesof those of the Additional Receivables being subject to a Deferred Payment of the Purchase Price, (iv)information relating to the related Ancillary Rights and (v) the Purchase Price of the AdditionalReceivables (together with the Principal Component Purchase Price and the Interest ComponentPurchase Price calculated by reference to the envisaged Subsequent Purchase Date). In connectionwith each Purchase Offer, the Seller will make representations and warranties in favour of theManagement Company with respect to the compliance of the relevant Receivables with the applicableEligibility Criteria. Subject to correction of any material error, such a Purchase Offer will constitute anirrevocable binding offer made by the Seller, with respect to the corresponding Receivables, to theManagement Company.
The Management Company will indicate its reasonable intention or reasonable refusal topurchase the Additional Receivables subject to the relevant Purchase Offer. Under the MasterPurchase Agreement, the Management Company will be obliged to refuse a Purchase Offer for theReceivables in the event that the conditions precedent to the transfer of new Receivables have notbeen satisfied (see Section “OPERATION OF THE COMPARTMENT, REMUNERATION ANDAMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment -Revolving Period”). In the event that such conditions precedent are or will be satisfied on thecontemplated Subsequent Purchase Date, the Management Company will accept the Purchase Offerfor the Receivables by signing the Transfer Document at the latest on the relevant SubsequentPurchase Date and providing the Seller with a certified copy of the duly signed Transfer Document anddelivering the original to the Custodian. Such acceptance will be irrevocable and binding on the FCTas against the Seller.
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Perfection of Transfer
Pursuant to the provisions of articles L. 214-42-1 to L.214-48 and L. 214-49-4 to L. 214-49-10of the Monetary and Financial Code, the Receivables shall be assigned by the Seller to the FCT by thedelivery by the Seller to the Management Company of a duly signed Transfer Document strictlycomplying with the form of Transfer Document in the form prescribed by articles L. 214-43 and D. 214-102 of the Monetary and Financial Code, together with a computer file identifying and individualising(désignant et individualisant) the Receivables.
The assignment of the Receivables shall be valid between the FCT and the Seller andenforceable against third parties, without any further formalities, as at the date affixed on the TransferDocument upon its delivery by the Seller to the Management Company, whatever the date on whichthe said Receivables came into being or their maturity or due date, without any further formalities beingrequired, and whatever the law governing the said Receivables or the debtors' place of residence(quelle que soit la date de naissance, d'échéance ou d'exigibilité des créances, sans qu'il soit besoind'autre formalité, et ce quelle que soit la loi applicable aux créances et la loi du pays de résidence desdébiteurs) in accordance with the provisions of articles L. 214-42-1 to L. 214-48 and L. 214-49-4 to L.214-49-10 and R. 214-92 to R. 214-109 of the Monetary and Financial Code. The delivery by theSeller to the Management Company of the Transfer Document shall result in the transfer of theAncillary Rights attached to the Receivables, as the case may be, and such transfer shall beenforceable against third parties, without any further formality, in accordance with the provisions ofarticle L. 214-43 of the Monetary and Financial Code.
On the Initial Purchase Date and on any relevant Subsequent Purchase Date, theManagement Company shall provide to the Seller a certified copy of the duly signed TransferDocument and deliver the original Transfer Document to the Custodian, which shall keep it in custody.
Representation and Warranties relating to the Seller
Pursuant to the Master Purchase Agreement, the Seller has represented and warranted toeach of the Management Company and the Custodian as at the date of execution of the MasterPurchase Agreement and shall represent and warrant again on each Purchase Date that:
Status: (i) it is a société anonyme duly incorporated and validly existing under the laws of France,licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the FrenchCredit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et desEntreprises d’Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has establishedappropriate procedures in connection with the prevention of anti-money laundering and obstruction toterrorism in accordance with provisions of Title VI of Book V of the Monetary and Financial Code;
Non-Violation: the execution, signing and delivery of the Master Purchase Agreement and theperformance of any of its obligations under the Master Purchase Agreement do not and will notcontravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation towhich it or any of its assets or revenues is subject, including personal data protection laws andConsumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or anyother document, instrument or obligation to which it is a party or by which any of its assets or revenuesis bound or affected, or (c) any document which contains or establishes its constitution;
Insolvency Procedures: it is not subject to, and is not aware of any action or demand which maylead to the opening against it of, any proceedings set out in Book VI of the Commercial Code(including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressementjudiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of anyforeign law nor unable to pay its debt due with its available funds (en état de cessation despaiements);
Powers and Authorisations: the documents which contain or establish its constitution includeprovisions which give power, and all necessary corporate authority has been obtained and action
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taken, for it to own its assets, carry on its business and operations as they are now being conductedand to sign and deliver, and perform its obligations under the Master Purchase Agreement;
Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing ornotarisation and no other action whatsoever which has not been duly and unconditionally obtained,made or taken is required to ensure the creation, validity, legality, enforceability or priority of itsobligations under this Agreement;
Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies withthe applicable provisions of French law relating to consumer credit transactions and to the protection ofpersonal data;
Obligations Binding: its obligations under this Agreement are valid and binding on it and enforceableagainst it in accordance with their respective terms;
Data Files: the information contained in and attached to each Transfer Document does not containany statement which is untrue, misleading or inaccurate in any material respect or omit to state anyfact or information the omission of which makes the statements therein untrue, misleading orinaccurate in any material respect;
No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever itmay have against the Compartment, and more generally the FCT, in respect of the establishment andoperation of the Compartment and, more generally, the FCT;
Transaction Documents: it has declared having full knowledge of the provisions of the TransactionDocuments and unconditionally accepts their consequences even if it is not a party to certain of theTransaction Documents; and
Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectusapproved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N°11-07 andassumes any liability in respect of the information provided under sections "Description of the AutoLoan Contracts and the Receivables", "Historical Performance Date", "Statistical Information relating tothe Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of theSeller and Banque PSA Finance Group" contained in the Prospectus.
Covenants of the Seller
Pursuant to the Master Purchase Agreement, until the termination of the Master Purchase Agreementand until no more payments are to be made by the Seller to the FCT, the Seller has covenanted:
Continuation of the Auto Loan Contract: not to terminate or act in a manner that could lead to thetermination of any Auto Loan Contract, save where such termination results from the default of therelevant Debtor under that Auto Loan Contract;
Rights of the FCT in the Purchased Receivables: not to act in a manner or make a decision thatcould prejudice the collectability, the substance or the rights of the FCT in respect of any PurchasedReceivable (whether existing or future);
Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever theterms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating tothat Auto Loan Contract; save in its capacity as Servicer, in accordance with and subject to the termsand conditions of the Master Servicing Agreement, and only in its capacity as an agent of the FCTthereunder.
Maintenance of System: to maintain an accounting system which is prepared and managed inaccordance with generally accepted French accounting principles;
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Personal Data: to encrypt any personal data relating to the Debtor of a Purchased Receivables beforetransmitting them to the Management Company and/or to any replacement servicer, as the case maybe;
Decryption Key: (i) to create and remit to the Data Protection Agent on the Closing Date theDecryption Key and, at any time thereafter, any new or updated Decryption Key (if need be) inaccordance with the Data Protection Agreement and (ii) not to modify, destroy or alter the DecryptionKey, except in accordance with the Data Protection Agreement;
Information on the Receivables: to provide the Management Company and the Custodian with anyinformation as the Management Company or the Custodian may from time to time reasonably requestin respect of the Receivables and the Ancillary Rights including, for the avoidance of doubt, informationreasonably required by the Management Company or the Custodian for any enforcement of theAncillary Rights;
Other Information: to provide the Management Company and the Custodian with any otherinformation (including non-financial information) as reasonably requested by the ManagementCompany or the Custodian from time to time for the purposes of exercising or preserving the rights ofthe FCT in respect of the Compartment and in particular, but without limitation, any informationrequested by the Management Company in accordance with the Data Protection Agreement;
Compliance with article 122a of the CRD:
(a) to adhere to the requirements and undertakings set out in paragraph 6 of article 122a of theCapital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007Order);
(b) to comply at all times with the provisions of the 2007 Order implementing inter alia article 122aof the Capital Requirements Directive and make appropriate disclosures to the Noteholdersabout the retained net economic interest in the securitisation transaction contemplated in thisOffering Memorandum and ensure that the Noteholders have readily available access to allmaterially relevant data as required under paragraph 7 of article 122a of the CapitalRequirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order); and
(c) to retain at all time the ownership of the Residual Units.
Inspection of Records: to provide, and to take all necessary measures in order to provide theManagement Company, the Custodian or the Servicer (or any substitute servicer) with all necessaryinformation and records in order to provide the information which the Management Company, theCustodian or the Servicer (or any substitute servicer) or the Data Protection Agent may request inaccordance with the Transaction Documents in a format readable by the Management Company, theCustodian or the Servicer (or any substitute servicer) or the Data Protection Agent or in any other formdetermined by the Master Purchase Agreement or by any other Transaction Document and to ensurethat the data made available in this way can be used at all times without any licenses or otherrestrictions on its use by the Management Company, the Custodian or the Servicer (or any substituteservicer) or by the Data Protection Agent, subject to the provisions of the Data Protection Agreement;
Access: to permit the Management Company and the Custodian, the external auditors of the Selleracting on behalf of and on instruction of the Management Company or the Custodian, and any otherrepresentatives of the FCT, who are subject to a professional duty of confidentiality or undertake forthe benefit of the Seller to comply with duties of confidentiality similar to those set out in the MasterPurchase Agreement, to visit the offices of the Seller during normal office hours in order to:
(i) inspect and satisfy itself or themselves that the systems are in place, maintained in workingorder and are capable of providing the information to which it or they are reasonably andproperly entitled pursuant to the Master Purchase Agreement and which the Seller has failedto supply, within ten (10) days of receiving written notice of such failure,
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(ii) upon reasonable prior notice, to verify any such information which has been provided andwhich the Management Company or the Custodian has reason to believe is inaccurate; and
(ii) upon reasonable prior notice, examine the books, records and documents relating to thePurchased Receivables;
Keeping of Records: to keep and maintain and to take all necessary measures in order to providethe Servicer with all necessary information and records required by the Servicer in order to keep andmaintain records for each Receivable for the purpose of identifying at any time, in particular, theamounts which have been paid by or to any Debtor, which are to be paid by or to any Debtor, thesource of payments which are paid to the Seller or the Servicer and the balance outstanding withrespect to each Debtor. The Seller shall inform the Management Company and the Custodianregarding any material change in its administrative or accounting procedures related to the preparationand maintenance of the records. The Seller shall mark in its records each Purchase Receivabletogether with the related Ancillary Rights as sold and assigned to the FCT;
Underwriting and Management Procedures: (i) to comply with its underwriting and managementprocedures with respect to each Debtor, Auto Loan Contract, Purchased Receivable and AncillaryRight as if interests in such Purchased Receivables would not be sold and assigned and had not beensold and assigned hereunder and (ii) not to materially amend the underwriting and managementprocedures without a prior written notice of the Management Company, the Custodian, the Servicerand the Data Protection Agent;
Sales, Liens: except as otherwise provided for in the Master Purchase Agreement, not to sell, assignor otherwise dispose of, or create or allow to exist any ownership interest, lien, security interest,charge, encumbrance or any similar right upon or with respect to any Purchased Receivable (whetherexisting or future), any Ancillary Right, any Car or any goods or services subject of any PurchasedReceivable or any related Auto Loan Contract, and not to assign any right to receive income in respectthereof or not to attempt, purport or agree to do any of the foregoing;
No Deposit Taking Activity: not to enter into any deposit taking activity;
Information relating to Notification of Debtors: (i) to update any information which would benecessary to allow the Management Company to notify the Debtors of the assignment of thePurchased Receivables and (ii) to provide to the Management Company with all information whichwould be necessary to allow the Management Company to notify the Debtors of the assignment of thePurchased Receivables in the event that a Servicer Termination Event occurs;
Direction, Orders and Instructions: to comply with any reasonable directions, orders andinstructions that the Management Company may from time to time give to it in accordance with theMaster Purchase Agreement and which would not result in it committing a breach of its obligationsunder the Master Purchase Agreement or an illegal act; and
Solvency Certificate: (i) on the Closing Date; and (ii) thereafter, on each Subsequent Purchase Date,to deliver to the Management Company with a copy to the Custodian a solvency certificate signed by aperson holding a mandat social in the form set out in the Master Purchase Agreement and dated thedate of delivery.
Purchase Price of the Receivables
Purchase Price
The Purchase Price of each Receivable will be equal to the sum of the Principal ComponentPurchase Price, the Interest Component Purchase Price and, as the case may be, any DeferredPurchase Price as of the relevant Purchase Date relating to that Receivable.
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Deferred Payment of the Purchase Price
In respect of any Additional Receivable, the Seller shall have the option to indicate, in therelevant Purchase Offer, an Adjusted Interest Rate in addition to the Contractual Interest Rate,provided that this Adjusted Interest Rate shall in any case be greater than the Contractual InterestRate of that Additional Receivable. In such case, that Adjusted Interest Rate shall be regarded as theEffective Interest Rate of that Additional Receivable and be used as such for the determinations andcomputations to be carried out pursuant to the Transaction Documents, and the Purchase Price of thatAdditional Receivable shall be subject to a deferred payment (a “Deferred Payment of the PurchasePrice”), in an amount equal to the Deferred Purchase Price.
The Deferred Purchase Price of each relevant Purchased Receivable shall be equal to theDeferred Outstanding Balance of that Purchased Receivable as of the relevant Purchase Date,calculated in respect of that Receivable on the basis of the Effective Interest Rate provided by theSeller for that Purchased Receivable in the corresponding Purchase Offer and accepted by theManagement Company.
The Deferred Purchase Price of each relevant Purchased Receivable transferred to the FCTon any Purchase Date will be payable by parts to the Seller on the Payment Dates falling after suchPurchase Date, in accordance with and subject to the applicable Priorities of Payments. The part ofthe Deferred Purchase Price payable on each such Payment Date shall be equal to the MonthlyDeferred Principal calculated in respect of that Purchased Receivable on the Determination Datecorresponding to that Payment Date, plus, as the case may be, any Monthly Deferred Principals whichbecame due and payable but remained unpaid on any preceding Payment Date, in accordance withand subject to the applicable Priorities of Payments.
Principal Component Purchase Price
The Principal Component Purchase Price of each Purchased Receivable purchased by theFCT on any Purchase Date will be equal to the Effective Outstanding Balance of that PurchasedReceivable as of such Purchase Date.
The Principal Component Purchase Prices of the Receivables transferred to the FCT on theFirst Purchase Date will be paid to the Seller on that date out of the proceeds of the issue of the Notesand the Residual Units. The Principal Component Purchase Price of the Receivables transferred tothe FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Accounton the relevant Monthly Payment Date, in accordance with the relevant Priority of Payments.
Interest Component Purchase Price
The Interest Component Purchase Price of each Receivable purchased by the FCT on anyPurchase Date will be equal to the amount of contractual interest accrued and outstanding on suchPurchase Date and relating to such Receivable.
The Interest Component Purchase Price of the Receivables transferred to the FCT on the FirstPurchase Date will be paid to the Seller by debiting the Interest Account on the Payment Date fallingon 26 September 2011, in accordance with the applicable Priority of Payments.
The Interest Component Purchase Price of the Receivables transferred to the FCT on anySubsequent Purchase Date will be paid to the Seller by debiting the Interest Account on the secondPayment Date falling after such Purchase Date, in accordance with the applicable Priority ofPayments.
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Failure to conform and remedies
General
When consenting to acquire any Receivables on any given Purchase Date, the FCT will takeinto consideration, as an essential and determining condition for its consent (condition essentielle etdéterminante de son consentement), the Seller’s representations and warranties set out in thisAgreement and the conformity of those Receivables with the Eligibility Criteria.
The Management Company will carry out consistency tests on the information provided to it bythe Seller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Suchtests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by theSeller of its obligations as set out in the Master Purchase Agreement, the protection of the interests ofthe Noteholders and the Residual Unitholders with respect to the Assets Allocated to theCompartment, and, more generally, in order to satisfy its legal and regulatory obligations as defined bythe provisions of the Financial and Monetary Code. Nevertheless, the responsibility for the non-compliance of the Receivables transferred by the Seller to the FCT with the Eligibility Criteria on therelevant Purchase Date will at all time remain with the Seller only (and the Management Companyshall under no circumstance be liable therefore) and the Management Company will therefore rely onlyon the representations made, and on the warranties given, by the Seller regarding those Receivables.A specific and indemnification procedure has been provided for in the Master Purchase Agreement toindemnify the FCT in case of non-conformity of one or several Purchased Receivables (if such non-conformity is not, or not capable of being, remedied).
Remedies in case of non-conformity
Under the Master Purchase Agreement, if the Management Company or the Seller becomesaware that any of the representations or warranties given or made by the Seller in relation to theconformity of any Purchased Receivable to the Eligibility Criteria was false or incorrect by reference tothe facts and circumstances existing on the Purchase Date of those Receivables, the ManagementCompany or the Seller, as applicable, will promptly inform the other party of such non-conformity.Such non-conformity, which may affect the compliance of the Auto Loan Contract relating to thatPurchased Receivable with the Contract Eligibility Criteria and/or of that Purchased Receivable withthe Receivables Eligibility Criteria, will be remedied by the Seller, at the option of the ManagementCompany, by:
(a) to the extent possible, and as soon as practicable, taking any appropriate steps to rectify thenon-conformity and ensure that the relevant Auto Loan Contract complies with the ContractEligibility Criteria and/or that the relevant Purchased Receivable complies with theReceivables Eligibility Criteria; or
(b) the rescission (résolution) of the transfer of that Purchased Receivable, which shall take placeon the Determination Date immediately following the Information Date on which the non-conformity of those Receivables was notified by a party to the other and the indemnification ofthe FCT. The amount payable by the Seller to the FCT by no later than on that DeterminationDate as a consequence of such rescission will be equal to the then Effective OutstandingBalance of the relevant Purchased Receivable plus any accrued and outstanding interest andany other outstanding amounts of principal, interest, expenses and other ancillary amountsrelating to that Purchased Receivable as of such Determination Date (the “Non-ConformityRescission Amount”); and/or, as the case may be,
(c) during the Revolving Period, substituting such non-conforming Purchased Receivable with aReceivable which satisfy the Eligibility Criteria. If the Management Company decides toproceed with such substitution:
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(i) such substitution shall take place on the Purchase Date on which the transfer of therelevant non-conforming Receivables is rescinded (résolu) in accordance withparagraph (b) above;
(ii) the substituted Receivables shall be transferred by the Seller to the FCT on thatPurchase Date in accordance with the provisions of the Master Purchase Agreement;and
(iii) the Non-Conformity Rescission Amount payable by the Seller on that Purchase Datein relation to the non-conforming Receivable will be set–off against the PrincipalComponent Purchase Price of the substituted Receivable, up to the lower of the twoamounts, provided that, for the avoidance of doubt, any part of the Non-ConformityRescission Amount remaining unpaid after such set-off shall be paid by the Seller tothe FCT on that Purchase Date.
Any amount paid to the FCT under these provisions will be exclusively allocated to theCompartment and be credited to the General Collection Account and form part of the AvailableCollections in the Collection Period during which that amount is paid by the Seller. The principalamounts paid to the FCT by the Seller pursuant to any rescission (résolution) of a transfer ofReceivables shall be treated as a Prepayment in accordance with the provisions of the CompartmentRegulations.
The non-conformity and rescission of the transfer of a given Receivables shall not affect in anymanner the validity of the transfer of the other Receivables.
Limits of the remedies in case of non-conformity
The representations and warranties made or given by the Seller in relation to the conformity ofthe Receivables to the Eligibility Criteria and the remedies set out in Section “Failure to conform andremedies” above are the sole remedies available to the FCT in respect of the non-conformity of anyReceivable with the Eligibility Criteria. Under no circumstance may the Management Companyrequest an additional indemnity from the Seller relating to a breach of any such representations orwarranties.
To the extent that any loss arises as a result of a matter which is not covered by thoserepresentations and warranties, the loss will remain with the FCT. In particular, the Seller gives nowarranty as to the on-going solvency of the Debtors of the Purchased Receivables (to the exceptionand within the limit of the performance guarantee (see Section DESCRIPTION OF THE MASTERPURCHASE AGREEMENT - Performance Guarantee and General Reserve Cash Deposit)).
Furthermore, the representations and warranties given or made by the Seller in relation to theconformity of the Receivables with the Eligibility Criteria shall not entitle the Noteholders to assert anyclaim directly against the Seller, the Management Company having the exclusive competence underarticle L. 214-49-7 of the Monetary and Financial Code to represent the Compartment, and moregenerally, the FCT against third parties and in any legal proceedings.
Performance Guarantee and General Reserve Cash Deposit
Performance guarantee and General Reserve Cash Deposit
Under the Master Purchase Agreement, on the Closing Date, the Seller has undertaken toguarantee the performance of the Purchased Receivables, up to a limit equal to the amount of theGeneral Reserve Cash Deposit in accordance and subject to the provisions of the General ReserveCash Deposit Agreement.
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In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the Monetary and FinancialCode and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee of itsfinancial obligations (obligations financières) under such performance guarantee, the Seller will make,on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d’espèces en pleinepropriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neitherthe Seller nor any other entity within the PSA Group will be obliged to replenish that General ReserveCash Deposit nor to pay any additional amount in cash under that performance guarantee after theClosing Date.
Assignment of Purchased Receivables which are due or Accelerated
In accordance with article L 214-43 of the Monetary and Financial Code, the FCT may (butshall not be under the obligation to) offer to the Seller to repurchase Purchased Receivables whichhave become entirely due (échues) or have been entirely accelerated (déchues de leur terme),provided that the Seller shall in any case be free to accept or refuse such offer. The purchase price ofthe Purchased Receivables repurchased by the Seller shall be agreed between the FCT and the Selleron the basis of the fair market value of these Purchased Receivables (taking into account, withoutlimitation, the outstanding amount of such receivable, the unpaid amount under such receivable, theinterest rate applicable to the receivable, the general economic circumstances at the time of theretransfer, the financial capacity of the debtor and the amount of the debtors' assets which could beused for the repayment of the loan).
Termination of the Master Purchase Agreement
The Master Purchase Agreement shall terminate automatically on the CompartmentLiquidation Date.
The Management Company may terminate the Master Purchase Agreement if (i) the entireissue of the Notes has not been completed on the Closing Date or at any later date agreed betweenthe parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint LeadManagers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity assubscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of theissue of the Notes and the Residual Units and (bb) the total amounts received is less than theaggregate of the Principal Component Purchase Prices of the Receivables purchased on the FirstPurchase Date.
Governing Law
The Master Purchase Agreement is governed by French law. All claims and disputes arisingin connection therewith are subject to the exclusive jurisdiction of the competent courts in commercialmatters within the jurisdiction the Cours d’Appel of Paris.
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DESCRIPTION OF THE MASTER SERVICING AGREEMENT
Appointment of the Servicer
In accordance with the provisions of article L. 214-46 of the Monetary and Financial Code andthe provisions of the Master Servicing Agreement, the Seller will continue to exercise the duties withrespect to the administration, the recovery and the collection of the Purchased Receivables which itpreviously carried on in its capacity as originator of those Receivables, in its capacity as Servicer.
Duties of the Servicer
Servicing Procedures
The Servicer has undertaken to the Management Company and the Custodian that it willdevote to the performance of its obligations under the Master Servicing Agreement at least the sameamount of time and attention and overall diligence that it would normally exercise for theadministration, the recovery and the collection of its own assets similar to the Purchased Receivablesand with the due care that would be exercised by a prudent and informed manager.
In performing its obligations under the Master Servicing Agreement in relation to theadministration, the recovery and the collection of the Purchased Receivables, the Servicer will strictlycomply with the provisions of the Master Servicing Agreement, the provisions of the Auto LoanContracts and the Servicing Procedures.
Any substantial amendment to or substitution of the Servicing Procedures must be notified inwriting in advance to the Management Company and the Custodian. The Rating Agencies and theData Protection Agent shall be informed by the Management Company of any such substantialamendment to or substitution of Servicing Procedures.
Collection of the Purchased Receivables
On each Instalment Due Date and in respect of each Purchased Receivable, the Servicer hasundertaken to collect the Instalment from the relevant Debtor by direct debit from the account on whichthe Servicer is authorised by the relevant Debtor to collect such instalment as from the execution of thecorresponding Auto Loan Contract. Upon the termination of the appointment of the Servicer under theMaster Servicing Agreement, the Servicer has undertaken to immediately stop sending to the Debtorsdirect debit requests in respect of the Purchased Receivables and such direct debit shall be cancelled.If the collection of the said Purchased Receivable cannot be performed by the Servicer in accordancewith the above, for any reason whatsoever, the Servicer has undertaken to use its best efforts tocollect the corresponding Instalment by any other appropriate means as provided by the ServicingProcedures.
In accordance with articles L. 214-46-1 and D. 214-103 of the Monetary and Financial Codeand pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account hasbeen opened with the Specially Dedicated Account Bank (the “Specially Dedicated Bank Account“).
Subject to and in accordance with the provisions of the Master Servicing Agreement, theServicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to theSpecially Dedicated Bank Account all Available Collections received in respect of the PurchasedReceivables, provided that the Servicer has undertaken vis-à-vis the FCT:
(a) that all Instalment paid by Debtors by direct debit shall be directly credited to theSpecially Dedicated Bank Account without transiting via any other account of theServicer provided that such direct debit amount will also include the Excluded Amountpaid by the relevant Debtor, as applicable; and
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(b) to transfer promptly to the Specially Dedicated Bank Account and in any case withinfive (5) Business Days after receipt any amount of Available Collections standing tothe credit of any other of its bank accounts as of the close of business, it beingprovided that:
(i) such amount of Available Collections shall not include any amount of ExcludedAmounts paid by the relevant Debtor, collected directly by the Servicer and notalready credited on the Specially Dedicated Bank Account pursuant to theparagraph (b) above, as applicable; and
(ii) prior to its transfer to the Specially Dedicated Bank Account and only (aa) priorto the delivery of a Notification of Control or (bb) following the delivery of aNotification of Release, such amount of Available Collections will beautomatically reduced by the following amounts:
(A) the amount corresponding to Excluded Amounts credited to theSpecially Dedicated Bank Account pursuant to the paragraph (b)above; and
(B) the amount corresponding to Available Collections initially collected byCrédipar on a separate bank account of Crédipar and subsequentlytransferred by Crédipar to the Specially Dedicated Bank Account butthen subject to a Credit Reversal and not already (x) deducted fromthe Available Collections or (y) debited from the Specially DedicatedBank Account;
provided that if the difference between such amount of Available Collectionsand the amounts referred to in (A) and (B) above (such difference being theNet Amount) is negative, the Servicer will be authorised to debit such NetAmount from the Specially Dedicated Bank Account, subject to the provisionsof the Specially Dedicated Bank Account Agreement;
(iii) following the delivery of a Notification of Control and for so long as noNotification of Release has been duly delivered, the mechanism described inparagraph (ii) above shall not apply and (aa) the amounts referred to in sub-paragraph (A) and (B) above shall be debited from the Specially DedicatedBank Account in accordance with to the provisions of the Specially DedicatedBank Account Agreement.
The Servicer has undertaken to transfer to the General Collection Account, by no later thanfive (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount ofAvailable Collections standing to the credit of the Specially Dedicated Bank Account.
In the event that the Servicer fails to transfer the General Collection Account any amount ofAvailable Collections that it has received in accordance with the provisions of the Master ServicingAgreement, the Servicer has agreed to pay to the FCT a late payment interest calculated on the basisof an annual interest rate equal to the applicable EONIA rate plus a margin of 1.00 per cent. perannum and the exact number of days between the due date (inclusive) of the amount referred to asunpaid and the actual payment date (excluded). This late payment interest will be part of the AvailableCollections of the corresponding Collection Period and will be credited to the General CollectionAccount.
At any time if it deems it is in the interest of the Noteholders and Residual Unitholders, theManagement Company shall be entitled to serve without delay to the Specially Dedicated AccountBank either (i) a Notification of Control including an instruction from the Management Company to theSpecially Dedicated Account Bank to transfer without delay the amounts standing to the credit of theSpecially Dedicated Bank Account to any relevant Compartment Account, or (ii) a Notification ofRelease, substantially in the form set out in the Specially Dedicated Bank Account Agreement.
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Custody of the Documents
Pursuant to the provisions of the Master Servicing Agreement and in accordance with theprovisions of article L. 214-49-7 of the Monetary and Financial Code, the Custodian has entrusted theServicer, for the administration, the recovery and the collection of the Purchased Receivables and forthe duties of safe keeping the Contractual Documents constituting the material support of thePurchased Receivables. However, it should be noted that the Custodian will remain responsible forthe preservation of the Contractual Documents vis-à-vis the Noteholders and the Residual Unitholders.
The Servicer will keep the Contractual Documents in such a manner that they are materiallyidentified and distinguishable at the regular address of the Servicer and can be delivered to theCustodian on first demand from the Management Company or the Custodian.
Information
The Servicer has undertaken to provide the Management Company, on each Information Date,with the Monthly Servicer Report which will contain certain information relating to payments madeunder the Auto Loan Contracts and any other information received on the Purchased Receivablesduring the relevant Collection Period, in accordance with and subject to the Master ServicingAgreement.
Sub-contracts
In accordance with and subject to the provisions of the Master Servicing Agreement, theServicer may appoint any third party in order to carry out all or any administrative part of its obligationsunder the Master Servicing Agreement. However, the Servicer will remain responsible to theManagement Company for the administration, the recovery and the collection of the PurchasedReceivables being liable for the actions of any such delegate.
Servicing Fees
On each Payment Date in accordance with the applicable Priority of Payments, the Servicerwill receive a monthly fee in respect of the administration, recovery and collection of the Receivablesequal to (i) 1/12 of 0.50 per cent of the aggregate Outstanding Balance of all Performing Receivableswhich are not Delinquent Receivables, serviced by the Servicer as at the beginning of the relevantCollection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all DelinquentReceivables and all Defaulted Receivables serviced by the Servicer as at the beginning of the relevantCollection Period, provided that the aggregate of the fees paid to the Servicer in respect of anyCollection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate OutstandingBalance of all Performing Receivables serviced by the Servicer as at the beginning of the relevantCollection Period.
Representation and warranties of the Servicer
Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted tothe FCT that:
Status: (i) it is a société anonyme duly incorporated and validly existing under the laws of France,licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the CreditInstitutions and Investment Companies Committee (Comité des Etablissements de Crédit et desEntreprises d’Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has establishedappropriate procedures in connection with the prevention of anti-money laundering and obstruction toterrorism in accordance with provisions of Title VI of Book V of the Monetary and Financial Code;
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Non-Violation: the execution, signing and delivery of the Master Servicing Agreement and theperformance of any of its obligations under the Master Servicing Agreement do not and will notcontravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation towhich it or any of its assets or revenues is subject, including personal data protection laws andConsumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or anyother document, instrument or obligation to which it is a party or by which any of its assets or revenuesis bound or affected, or (c) any document which contains or establishes its constitution;
Insolvency Procedures: it is not subject to, and is not aware of any action or demand which may leadto the opening against it of, any proceedings set out in Book VI of the Commercial Code (including amandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire orliquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law norunable to pay its debt due with its available funds (en état de cessation des paiements);
Powers and Authorisations: the documents which contain or establish its constitution includeprovisions which give power, and all necessary corporate authority has been obtained and actiontaken, for it to own its assets, carry on its business and operations as they are now being conductedand to sign and deliver, and perform its obligations under the Master Servicing Agreement;
Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing ornotarisation and no other action whatsoever which has not been duly and unconditionally obtained,made or taken is required to ensure the creation, validity, legality, enforceability or priority of itsobligations under the Master Servicing Agreement;
Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies withthe applicable provisions of French law relating to consumer credit transactions and to the protection ofpersonal data;
Obligations Binding: its obligations under the Master Servicing Agreement are valid and binding on itand enforceable against it in accordance with their respective terms;
No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever itmay have against the Compartment, and more generally the FCT, in respect of the establishment andoperation of the Compartment and more generally the FCT;
Transaction Documents: it has declared having full knowledge of the provisions of the TransactionDocuments and unconditionally accepts their consequences even if it is not a party to certain of theTransaction Documents; and
Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectusapproved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N°11-07 andassumes any liability in respect of the information provided under sections "Description of the AutoLoan Contracts and the Receivables", "Historical Performance Data", "Statistical Information relating tothe Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of theSeller and Banque PSA Finance Group" contained in the Prospectus.
Covenants of the Servicer
Pursuant to the Master Servicing Agreement, the Servicer has covenanted, as long as thereremains any Purchased Receivable outstanding:
Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever theterms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating tothat Auto Loan Contract, save in accordance with and subject to the terms and conditions of theMaster Servicing Agreement, and only in its capacity as an agent of the FCT thereunder;
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Maintenance of Systems and Procedures: to establish, maintain and implement all necessaryaccounting, management and administrative systems and procedures (including but not limited to theServicing Procedures), electronic or otherwise, to establish and maintain accurate, complete, reliableand up to date information regarding the Purchased Receivables including, but not limited to, allinformation contained in the Monthly Servicer Report and the records relating to the SpeciallyDedicated Bank Account and all other accounts on which it is collecting the Purchased Receivables;
Information on the Receivables: to provide to the Management Company and the Custodian withany information as the Management Company or the Custodian may from time to time reasonablyrequest in respect of the Purchased Receivables and the Ancillary Rights including, for the avoidanceof doubt, information reasonably required by the Management Company or the Custodian for anyenforcement of the Ancillary Rights;
Other Information: to provide the Management Company and the Custodian with any otherinformation (including non-financial information) as reasonably requested by the ManagementCompany or the Custodian from time to time for the purposes of exercising or preserving the rights ofthe FCT;
Inspection of Records: to provide, and to take all necessary measures in order to provide theManagement Company, the Custodian, the Seller or any substitute servicer with all necessaryinformation and records in order to provide the information which the Management Company, theCustodian, the Seller, the Data Protection Agent or any substitute servicer may request in accordancewith the Transaction Documents in a format readable by the Management Company, the Custodian,the Seller, the Data Protection Agent or by any substitute servicer or in any other form determined bythe Master Servicing Agreement or by any other Transaction Document and to ensure that the datamade available in this way can be used at all times without any licenses or other restrictions on its useby the Management Company, the Custodian, the Seller, the Data Protection Agent or by anysubstitute servicer;
Access: to permit the Management Company and the Custodian, the external auditors of the Selleracting on behalf of and on instruction of the Management Company or the Custodian, and any otherrepresentatives of the FCT, upon reasonable prior notice, to visit the offices of the Seller during normaloffice hours in order to:
(i) inspect and satisfy itself or themselves that the systems are in place, maintained in workingorder and are capable of providing the information to which it or they are reasonably andproperly entitled pursuant to the Master Servicing Agreement and which the Seller has failed tosupply, within ten (10) days of receiving written notice of such failure,
(ii) upon reasonable prior notice, to verify any such information which has been provided andwhich the Management Company or the Custodian has reason to believe is inaccurate; and
(iii) upon reasonable prior notice, examine the books, records and documents relating to thePurchased Receivables;
No Deposit Taking Activity: not to enter into any deposit taking activity;
Information relating to Notification of Debtors: (i) to update any information which would benecessary to allow the Management Company to notify the Debtors of the assignment of thePurchased Receivables and (ii) to provide to the Management Company with all information whichwould be necessary to allow the Management Company to notify the Debtors of the assignment of thePurchased Receivables in the event that a Servicer Termination Event occurs;
Direction, Orders and Instructions: to comply with any reasonable directions, orders andinstructions that the Management Company may from time to time give to it in accordance with theMaster Servicing Agreement and which would not result in it committing a breach of its obligationsunder the Master Servicing Agreement or an illegal act; in particular, but without limitation, the Servicer
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shall not be entitled to refuse to notify the Debtors in the cases and circumstances contemplated in theMaster Servicing Agreement, should the Management Company so request; and
Instructions to Debtors: in case of closing of the Specially Dedicated Account or early termination ofthe Specially Dedicated Account Bank Agreement, to ensure that all subsequent Instalments relatingto Purchased Receivables will be paid by the relevant Debtors on the new specially dedicated bankaccount.
Partial payments
In the event that Crédipar collects moneys from a Debtor at the same time (a) acting asServicer, in respect of one or more than one Purchased Receivable and (b) acting as agent for a thirdparty, in respect of other Receivables owed by that Debtor to that third party (such as anyremuneration owed by that Debtor to any maintenance company under any maintenance contract,entered into by that Debtor, as the case may be, in relation to the corresponding Car), theCompartment and the Servicer have agreed that all amounts paid by that Debtor shall be allocated paripassu between the Seller (acting as agent of that third party) and the Compartment on a pro rata basisin accordance with the respective amounts referred to in (a) and (b) and save for any amount resulting,pursuant to the provisions of the Master Servicing Agreement, from the exercise of the AncillaryRights, which will be exclusively allocated to the Compartment.
Renegotiations
Contentious Renegotiations
If, in relation to a Receivable, a payment has not occurred and the situation has not beenremedied, or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint ismade to the court/tribunal pursuant to Title III of Chapter III of the Consumers Code, or article 1244-1of the Civil Code, or under any other similar procedure as defined by any regulations in force, theServicer may participate in view of working out a contractual plan for the resolution of the disputeand/or make propositions of Contentious Renegotiation.
Commercial Renegotiations
Indemnification
Under the Master Servicing Agreement, the Servicer has undertaken to the FCT that it shallnot enter into any Commercial Renegotiation in relation to any Purchased Receivables, which wouldresult in:
(i) reducing the weighted average of the Effective Interest Rate applicable to the PerformingReceivables below an interest rate of 8.25% as calculated:
(aa) during the Revolving Period, on the Subsequent Purchase Date; or
(bb) otherwise, on the Determination Date,
preceding immediately the date of renegotiation of the relevant Purchased Receivables byweighting their respective Effective Outstanding Balance on that Subsequent Purchase Date orDetermination Date by the interest rate applicable thereto after any renegotiation ;
(ii) carrying forward the last Instalment Due Date of that Purchased Receivables later than one (1)year before the Final Legal Maturity Date;
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(iii) for a Constant Instalments Receivable, amending the repayment schedule of that PurchasedReceivables in such a way that the Instalments are no longer of equal amounts until the lastInstalment Due Date; and/or
(iv) reducing the Effective Interest Rate applicable to that Purchased Receivables below aninterest rate of 4% per annum.
Accordingly, the FCT and the Servicer have agreed that in the event that the Servicer entersinto any Commercial Renegotiation which would result in the breach of that undertaking, the resultingmodification of the Receivable will be deemed, between the FCT and the Servicer, to have entailed thetermination of the corresponding Auto Loan Contract and the origination of a new Auto Loan Contract,and the Servicer shall be bound to pay to the FCT, as indemnification for such termination, by no laterthan the Determination Date immediately following the Information Date on which such modificationwas notified by a party to the other, an amount equal to the then Effective Outstanding Balance of theReceivable relating to the terminated Auto Loan Contract plus any accrued and outstanding interestand any other outstanding amounts of principal, interest, expenses and other ancillary amountsrelating to that Receivable as at that Determination Date (the “Rescheduling IndemnificationAmount”).
Any amount paid to the FCT under these provisions will be exclusively allocated to theCompartment and be credited to the General Collection Account and form part of the AvailableCollections in the Collection Period during which that amount is paid by the Servicer. The principalamounts paid to the FCT by the Servicer pursuant to this indemnification shall be treated as aPrepayment in accordance with the provisions of the Compartment Regulations.
Limits of the remedies in case of Commercial Renegotiations
The remedy set out in this Sub-Section “Commercial Renegotiations” is the sole remedyavailable to the FCT in case of a Commercial Renegotiation which would result in the breach by theServicer, of the undertaking set out in Sub-Section “Indemnification” above. Under no circumstancesmay the Management Company request an additional indemnity from the Servicer in relation any sucha change. Furthermore, the remedies set out in this Section “Renegotiations” shall not entitle theNoteholders to assert any claim directly against the Seller, the Management Company having theexclusive competence under article L. 214-49-7 of the Monetary and Financial Code to represent theCompartment, and more generally, the FCT against third parties and in any legal proceedings.
Commingling Reserve
The Commingling Reserve is made available to protect the Compartment against the risk ofdelay or default of the Servicer in all its financial obligations (obligations financières) under the MasterServicing Agreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the Monetary and FinancialCode, as a guarantee of all the financial obligations (obligations financières), contingent and future, ofthe Servicer towards the FCT, in relation with the Compartment, (including, without limitation, theobligation of the Servicer to transfer to the credit of the General Collection Account the AvailableCollections), the Servicer shall credit, if required, the Commingling Reserve Account with aCommingling Reserve and, thereafter, adjust such Commingling Reserve, as applicable (remised’espèces en pleine propriété à titre de garantie).
The amount standing to the credit of the Commingling Reserve Account shall at least be equalto the Commingling Reserve Required Amount (it being understood that all amounts of interestreceived from the investment of the Commingling Reserve and standing, as the case may be, to thecredit of the Commingling Reserve Account, shall not be taken into account).
On the Closing Date, the Servicer will credit the Commingling Reserve Account with theCommingling Reserve Required Amount applicable on the Closing Date, as a guarantee for all its
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financial obligations (obligations financières), contingent and future, towards the FCT, in relation withthe Compartment, arising under the Master Servicing Agreement, pursuant to articles L. 211-36 and L.211-38 to L. 211-40 of the Monetary and Financial Code (remise d’espèces en pleine propriété à titrede garantie).
On any Monthly Settlement Date, if the Commingling Reserve needs to be adjusted in order tocomply with the Commingling Reserve Required Amount, such adjustment shall be made, asapplicable:
(i) by the Servicer, by remitting, in accordance with articles L. 211-36 and L. 211-38 to L. 211-40of the Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie),the necessary amounts to the Commingling Reserve Account on such Monthly SettlementDate; or
(ii) by the Management Company, by releasing and repaying the excess of (i) the amountstanding to the credit of the Commingling Reserve Account over (ii) the Commingling ReserveRequired Amount directly to the Servicer on the immediately following Payment Date,
it being understood that all amounts of interest received from the investment of the ComminglingReserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shallnot be taken into account.
In the event of a breach by the Servicer of its financial obligations (obligations financières)under the Master Servicing Agreement, the Management Company will be entitled to set-off therestitution obligations of the FCT under the Commingling Reserve against the amount of the breachedfinancial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amountin respect of such financial obligations (obligations financières); and (ii) the amount then standing tothe credit of the Commingling Reserve Account, in accordance the article L. 211-38 of the Monetaryand Financial Code, without the need to give prior notice of intention to enforce the ComminglingReserve (sans mise en demeure préalable).
As long as the Servicer meets its financial obligations (obligations financières) under theMaster Servicing Agreement (failing which the above provisions shall apply), it has been expresslyagreed that the Commingling Reserve shall not be included in the Available Collections of anyCollection Period and shall not be applied to cover any payments due in accordance with and subjectto the applicable Priority of Payments, nor to cover any Debtors’ defaults.
In accordance to the provisions of the Compartment Cash Management Agreement, theManagement Company shall be responsible for giving the required instructions to the CompartmentCash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the Commingling Reserve Account and paying to the Servicer the financialproceeds resulting from such investment being credited to the Commingling Reserve Account. Suchfinancial proceeds shall be directly paid to the Servicer on each Payment Date.
Upon liquidation of the Compartment and subject to the Servicer having complied in full with itsfinancial obligations (obligations financières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will be released and retransferred directlyto the Servicer.
Servicer Termination Events
Crédipar in its capacity as Servicer has undertaken not to request the termination of theMaster Servicing Agreement, so that the administration, the recovery and the collection of theReceivables will be carried out and continued by the Servicer until the Compartment Liquidation Date.
The Management Company may terminate the appointment of the Servicer following theoccurrence of any of the following events, each of which constitutes a “Servicer Termination Event”:
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(a) the Servicer (i) becomes insolvent, is subject to any of the proceedings provided for by Book VIof the Commercial Code, or (ii) has its banking license withdrawn pursuant to the applicableregulatory provisions of the Monetary and Financial Code; or (iii) is subject to injunctions madeby the Autorité de Contrôle Prudentiel due to an insolvency risk;
(b) other than as a result of force majeure, the Servicer breaches any of its obligations pursuant tothe Master Servicing Agreement (other than a breach of a monetary obligation) and suchbreach, if not remedied in a satisfactory manner within five (5) Business Days after notificationin writing to the Servicer by the Management Company, is considered, in the reasonableopinion of the Management Company, to be of a kind which may result in the rating of theClass A Notes being placed on “negative outlook” or as the case may be on “rating watchnegative” or “review for possible downgrade” or a withdraw or downgrade of their currentrating;
(c) in respect of the breach of a monetary obligation pursuant to the Master Servicing Agreement,the Servicer has not remedied such breach in a satisfactory manner within two (2) BusinessDays after notification in writing to the Servicer by the Management Company; or
(d) any of the representations and warranties made by the Servicer is false or incorrect and suchfalse or incorrect representation or warranty is considered, in the reasonable opinion of theManagement Company, to be of a kind which may result in the rating of the Class A Notesbeing placed on “negative outlook” or as the case may be on “rating watch negative” or “reviewfor possible downgrade” or withdrawn or downgraded and where such representation orwarranty can be remedied by the Servicer, is not remedied in a satisfactory manner within five(5) Business Days after notification in writing to the Servicer by the Management Company toremedy such false or incorrect representation or warranty.
Following the occurrence of a Servicer Termination Event as set out above, the ManagementCompany shall appoint with the prior approval of the Custodian (such approval not to be unreasonablywithheld or delayed and, if the Management Company considers, having regards to the interest of theNoteholders and Unitholders, that the Custodian is holding or delaying its consent unreasonably, theManagement Company shall be entitled to set aside the opinion of the Custodian) a back-up servicer.
The Management Company undertakes, promptly and within a period of thirty (30) calendardays from the occurrence of a Servicer Termination Event to replace the Servicer with the dulyappointed back-up servicer in accordance with article L.214-46 of the Monetary and Financial Code.The termination of the appointment of the Servicer will become effective as soon as the new servicerbeing appointed has effectively started to carry his duties and in any case within the above-mentionedmaximum period of thirty (30) calendar days from the occurrence of a Servicer Termination Event. Ithas been further agreed that the Custodian, in its capacity as co-founder of the Compartment, shall (i)assist the Management Company in replacing the Servicer and (ii) use its best commercial efforts toreplace the existing Servicer.
Upon termination of the appointment of the Servicer pursuant to the Master ServicingAgreement, and subject to the receipt from the Data Protection Agent of the Decryption Key inaccordance with the terms of the Data Protection Agreement, the Management Company will (or willinstruct any third party or any substitute servicer to) (i) notify the Debtors of the assignment of therelevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed under theReceivables into any account specified by the Management Company in the notification.
If the appointment of the Servicer is terminated following the occurrence of a ServicerTermination Event, the Servicer has undertaken to transfer to the new servicer appointed by theManagement Company all necessary information and registrations, in order to effectively transfer theservicing functions relating to the Purchased Receivables.
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Termination of the Master Servicing Agreement
The Master Servicing Agreement shall terminate automatically on the CompartmentLiquidation Date.
The Management Company may terminate the Master Servicing Agreement if (i) the entireissue of the Notes has not been completed on the Closing Date or at any later date agreed betweenthe parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint LeadManagers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity assubscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of theissue of the Notes and the Residual Units and (bb) the total amounts received is less than theaggregate of the Principal Component Purchase Prices of the Receivables purchased on the FirstPurchase Date.
Governing Law
The Master Servicing Agreement shall be governed by French law and all claims and disputesarising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts incommercial matters within the jurisdiction the Cours d’Appel of Paris.
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DESCRIPTION OF THE DATA PROTECTION AGREEMENT
Appointment of the Data Protection Agent
Pursuant to the provisions of the Data Protection Agreement, the Management Company hasappointed the Data Protection Agent to hold the Decryption Key and perform consistency tests (ifrequired to do so) and the Data Protection Agent has accepted such appointment.
Encrypted Data
On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, theSeller will deliver to the Management Company an Encrypted Data File.
On each Information Date during the Amortisation Period and/or the Accelerated AmortisationPeriod, the Seller will continue to deliver an Encrypted Data File to the Management Company.
The personal data contained in the Encrypted Data File shall enable the notification of theDebtors and transfer of direct debit authorisation information in case of a Servicer Termination Eventand replacement of the Servicer.
The Seller shall update any relevant information with respect to each Purchased Receivable on amonthly basis, to the extent that any such Purchased Receivable remains outstanding on such date,save to the extent that :
(i) the purchase of such Receivable has been rescinded (résolu) in accordance with theprovisions of the Master Purchase Agreement, or
(ii) such Receivable is subject of a repurchase offer or an accepted clean-up offer,
in each case, in accordance with the provisions of the Master Purchase Agreement.
The Encrypted Data File shall be given by the Seller directly to the Management Company.
The Management Company will keep the Encrypted Data File in safe custody and protect itagainst unauthorised access by any third parties. For the avoidance of doubt, the ManagementCompany will not be able to access the data contained in the Encrypted Data File without theDecryption Key.
Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the DataProtection Agent
On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Keyrequired to decrypt information contained in the Encrypted Data File.
The Seller shall not amend or modify the Decryption Key unless with a ten (10) Business Dayprior notice to the Management Company, or if so requested by the Management Company, theCustodian or the replacement servicer. If the Decryption Key is the same as the Decryption Keypreviously delivered by the Seller to the Data Protection Agent, the Seller shall not be obliged to re-deliver the same Decryption Key on each Subsequent Purchase Date or Information Date, asapplicable, but shall confirm to the Data Protection Agent that no new Decryption Key is necessary. Ifthe Decryption Key on such Subsequent Purchase Date or Information Date, as applicable, is not thesame as the previous Decryption Key, the Seller shall deliver to the Data Protection Agent the updatedDecryption Key required to decrypt the information contained in the Encrypted Data File delivered onthe same date.
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The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, asthe case may be) in safe custody and protect it against unauthorised access by any third parties untilthe Management Company requires the delivery of the Decryption Key in accordance with the DataProtection Agreement.
In addition, the Data Protection Agent shall produce a backup copy of the Decryption Key andkeep it separate from the original in a safe place.
Delivery of the Decryption Key by the Data Protection Agent
Immediately upon request by the Management Company (but no later than within two (2)Business Days following receipt of such request), the Data Protection Agent shall deliver theDecryption Key to the Management Company (or to any person designated by the ManagementCompany, including without limitation any replacement servicer).
The Management Company has undertaken to request the Decryption Key to the DataProtection Agent and use (or permit the use) the data contained in the Encrypted Data File relating tothe Debtors only in the following circumstances:
(a) the FCT needs to have access to such data to enforce its rights against the Debtors;
(b) the law requires that the Debtors be informed (including, without limitation in case of a changeof the Servicer following the occurrence of a Servicer Termination Event).
Other than is the circumstances set out above, the Data Protection Agent shall keep theDecryption Key confidential and shall not provide access in whatsoever manner to the Decryption Key.
Upon termination of the appointment of the Servicer pursuant to the Master ServicingAgreement, and subject to the receipt from the Data Protection Agent of the Decryption Key inaccordance with the terms of the Data Protection Agreement, the Management Company will (or willinstruct any person appointed by it or any substitute servicer to) (i) notify the Debtors of theassignment of the relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owedunder the Purchased Receivables into any account specified by the Management Company in thenotification.
Termination of the Data Protection Agreement
The Data Protection Agreement shall terminate automatically on the Compartment LiquidationDate.
The Management Company may terminate the Data Protection Agreement if (i) the entireissue of the Notes has not been completed on the Closing Date or at any later date agreed betweenthe parties, or (ii) after the issue of the Notes and the Residual Units, the Joint Lead Managers, theInitial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of theResidual Units) are not able to pay the full amount resulting from the proceeds of the issue of theNotes and the Residual Units and the total amounts received is less than the aggregate of thePrincipal Component Purchase Prices of the Receivables purchased on the First Purchase Date.
The Data Protection Agent can only resign with a 30-days’ prior written notice delivered to theManagement Company (with copy to the Custodian, the Seller and the Servicer) and provided that anew Data Protection Agent has been appointed which has undertaken to endorse the same role as thedeparting Data Protection Agent.
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General
If,
(a) the Seller has failed to timely deliver any Encrypted Data File and any Decryption Key inaccordance with the Data Protection Agreement;
(b) the relevant electronic storage device is not capable of being decrypted;
(c) the Encrypted Data File is empty; or
(d) there are any manifest errors in the information in such Encrypted Data File,
(each such circumstance in paragraphs (a) to (d) being a “Data Default”),
the Management Company shall promptly notify the Seller thereof and the Seller shall remedythe relevant Data Default within ten (10) Business Days of receipt of such notice.
If the relevant Data Default is not remedied or waived by the Management Company within five(5) Business Days, the Seller shall give access to such information to the Management Company uponrequest and reasonable notice.
If the relevant Data Default has not been remedied or waived by the Management Companywithin the period of ten (10) Business Days, such Data Default shall constitute a breach of a materialobligation of the Seller upon the expiry of such period.
Each of the parties to the Data Protection Agreement has undertaken to comply at any timewith the provisions of the data protection laws and agreed that, if they become aware that the DataProtection Agreement is in breach of data protection laws, they will use their best efforts to enter intoan alternative data protection arrangement that would not breach the relevant data protection laws.
Governing Law
The Data Protection Agreement shall be governed by French law and all claims and disputesarising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts incommercial matters within the jurisdiction the Cours d’Appel of Paris.
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SPECIALLY DEDICATED BANK ACCOUNT
Specially Dedicated Account Bank Agreement
General
In accordance with articles L. 214-46-1 and R. 214-110 of the Monetary and Financial Code,the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bankhave entered into the Specially Dedicated Account Bank Agreement (Convention de CompteSpécialement Affecté) pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté).
Operation until notification by the Management Company
Credit
The Specially Dedicated Account Bank shall be credited in accordance with and subject to theprovision of the Master Servicing Agreement.
Debit
(a) The Servicer has undertaken vis-à-vis the FCT to ensure that the sole means of payment usedfor the debit of the Specially Dedicated Bank Account are exclusively wire transfers betweenaccounts, which the Specially Dedicated Account Bank has acknowledged and agreed.
(b) As long as the Specially Dedicated Account Bank has not received the Notification of Controlfrom the Management Company and without prejudice to the dedicated nature (caractèrespécialement affecté) of the Specially Dedicated Bank Account for the benefit of the FCT, theSpecially Dedicated Account Bank and the Management Company have expressly agreed thatthe Servicer will be granted the right to operate the Specially Dedicated Bank Account in givingany instructions of wire transfers from the Specially Dedicated Bank Account, but only forpurposes of:
(i) transferring to the General Collection Account, by no later than five (5) Business Daysafter their credit to the Specially Dedicated Bank Account, any amount of AvailableCollections standing to the credit of the Specially Dedicated Bank Account; and
(ii) to the extent not otherwise set off or already deducted or debited pursuant to theprovisions of the Specially Dedicated Account Bank Agreement, transferring to anyother bank account of the Servicer, any sum standing to the credit of the SpeciallyDedicated Bank Account but which are not sums owed to the FCT or which are sumsdue by the FCT to the Servicer, as soon as possible after having given evidence to theManagement Company that such amounts are not owed to the FCT, subject toparagraph (f) below.
(c) Immediately upon receipt of a Notification of Control from the Management Company:
(i) the Servicer shall cease to be entitled to give any instructions to the SpeciallyDedicated Account Bank, the Management Company only having such right and,pursuant to the provisions of article D. 214-103 of the Monetary and Financial Code,the Specially Dedicated Account Bank shall conform to the sole instructions of theManagement Company (or of any persons designated by it) in relation to the debitoperations of the Specially Dedicated Bank Account; any instruction relating to thedebit of the Specially Dedicated Bank Account given by the Servicer shall be deemednull and void; any current debit wire transfers made by the Servicer shall be
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suspended unless the relevant transfer is to be made to the General CollectionAccount; and
(ii) the Specially Dedicated Account Bank shall (x) immediately comply exclusively withthe instructions of the Management Company (or any other person designated by it)relating to the operation of the Specially Dedicated Bank Account (including in relationto any debits in order to honor any cheques, automatic wire transfers, bills ofexchange, bills, promissory notes, acceptations, tradable bonds, including thepayment of any amounts due to the Specially Dedicated Account Bank or any otherpayment), it being provided that the Specially Dedicated Account Bank shall beentitled, without being liable for it and without any further verification, to rely on anyinstructions or written certificates issued by the Management Company (or any otherperson designated by it) following the receipt of the said Notification of Control; (y)suspend any current debit wire transfers made by the Servicer, except those wiretransfers made to the General Collection Account; and (z) refuse to take intoconsideration any instruction in relation to the Specially Dedicated Bank Account givenby a person not being directly authorised by the Management Company (withoutprejudice to its other obligations pursuant to the Specially Dedicated Account BankAgreement).
(d) Immediately upon receipt of a Notification of Release, addressed to the Specially DedicatedAccount Bank by the Management Company with copy to the Servicer:
(i) the Servicer shall be again entitled to operate the Specially Dedicated Bank Accountby giving credit and debit instructions to the Specially Dedicated Account Bank; and
(ii) the persons authorised by the Servicer shall be entitled to operate the SpeciallyDedicated Bank Account,
it being specified that the delivery of a Notification of Release is without prejudice of the rightfor the Management Company to send further Notifications of Control.
(e) Credit Reversals
In the event that an operation corresponding to an Instalment relating to a PurchasedReceivable and credited on the Specially Dedicated Bank Account is subject to a Credit Reversal:
(i) (aa) prior to the delivery of a Notification of Control or (bb) following the delivery of aNotification of Release, the Parties acknowledge and agree that the amount of CreditReversals may be deducted from the sums due by the Servicer to the FCT inaccordance with the provisions of the Specially Dedicated Account Bank Agreement;
(ii) following the delivery of a Notification of Control and for so long as no Notification ofRelease has been duly delivered:
(A) the Specially Dedicated Account Bank shall be authorised to debit an amountequal to the amount of the said Credit Reversal to the extent not already (x)deducted from the Available Collections or (y) debited from the SpeciallyDedicated Bank Account and subject to paragraph (f) below ; and
(B) if the debit operation referred to in paragraph (A) above would result in theSpecially Dedicated Bank Account having a debit balance, the SpeciallyDedicated Account Bank shall be entitled to make such debit only once theSpecially Dedicated Bank Account has a credit balance sufficient for suchpurposes;
(f) If, on a given Business Day, the Specially Dedicated Account Bank is instructed tomake either:
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(i) a debit in favour of Crédipar only and such debit would result in the SpeciallyDedicated Bank Account having a negative balance; or
(ii) a debit in favour of the FCT and a debit in favour of Crédipar and thecombination of both debits would result in the Specially Dedicated BankAccount having a negative balance,
the parties to the Specially Dedicated Account Bank Agreement have acknowledgedand agreed that:
(A) (aa) prior to the delivery of a Notification of Control or (bb) following thedelivery of a Notification of Release:
(I) the Specially Dedicated Account Bank shall be authorised to instruct inpriority the debit in favour of Crédipar (only to the extent such debitwould not result in the Specially Dedicated Account Bank having anegative balance, in which case such debit will be automaticallypostponed in whole or in part until the credit balance of the SpeciallyDedicated Bank Account is sufficient to allow such debit); and
(II) the debit instruction in favour of the FCT will be automaticallypostponed in whole or in part until the credit balance of the SpeciallyDedicated Bank Account is sufficient to allow such debit; and
(B) following the delivery of a Notification of Control and for so long as noNotification of Release has been duly delivered, the operations set out inparagraph (A) above will no more be permitted without the prior expressconsent of the Management Company.
Change of Specially Dedicated Account Bank
If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings,the Management Company will terminate the Specially Dedicated Account Bank Agreement and willappoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicatedaccount bank within 30 Business Days and close the Specially Dedicated Bank Account, provided thatthe conditions precedent set out therein are satisfied (and in particular but without limitation that a newspecially dedicated account has been opened with a new specially dedicated account bank with theAccount Bank Required Ratings).
Either the Specially Dedicated Account Bank or the Servicer (on giving 1-month prior notice)may terminate the Specially Dedicated Account Bank Agreement, provided that the conditionsprecedent set out therein are satisfied (and in particular but without limitation that a new speciallydedicated account has been opened with a new specially dedicated account bank with the AccountBank Required Ratings).
Governing Law
The Specially Dedicated Account Bank Agreement shall be governed by French law and allclaims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of thecompetent courts in commercial matters within the jurisdiction the Cours d’Appel of Paris.
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UNDERWRITING AND MANAGEMENT PROCEDURES
General Information
Organisation
Banque PSA Finance holds 99.99% of the share capital of Crédipar, which employed 831people at the end of 2010. Crédipar's main business function is to provide financing, through loans orleases to the end customers of PSA Peugeot Citroën in France.
The Crédipar group mainly offers products such as:
(a) Loans (financing scheme): 60.2% of new financings for the year 2010 and 41.2% of allamounts; and
(b) Leases (long term or with a purchase option): 39.8% of new financings for the year 2010 and58.8% of all amounts.
The Crédipar group uses a common network, and operates similar underwriting and debtmanagement procedures and common collection and recovery platforms for all its activities.
Description of Crédipar's commercial network
Crédipar operates through a network of 14 branches divided into seven regions across theFrench territory which correspond to PSA points of sale. In each region and for each marketingdivision, the regional business manager is responsible for the sales force and the commercial followup.
Crédipar's products are marketed and distributed through the points of sale of Peugeot andCitroën's dealers.
Each point of sale of vehicles is connected to a Crédipar branch. At the end of 2010, Crédiparmarketed its car finance products through approximately 99% of the points of sale of Peugeot andCitroën.
The operations and client relationship divisions (Direction des Opérations et du Risque Client)cover client relationships and the various departments in charge of accepting, validating andformalising the loans as well as regional client relation managers and teams located within thebranches (105 staff members).
Underwriting and validation of the loan applications
Underwriting procedures
Underwriting is processed depending on the scoring zone indicated by the system.
The approval process is conducted by an expert system that is a integrated in the creditscoring system in use at Crédipar (SEDRE for individuals). It is operated solely by the personnel incharge of accepting applications. The procedure for the origination and assessment of a loanapplication until its approval or decline is as follows:
(a) Recording of the loan application is established on the basis of the questionnaire completed bythe client;
(b) The risk is assessed and the application is scored;
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(c) SEDRE gives a recommendation based on the score;
(d) For an application with an orange or red score, the application is considered as undermanagement:
(i) For private customer, applications scored orange or red are processed by the relevantemployees of the branch, depending on their delegation levels.
(ii) For commercial client, a service at the head office is in charge of the applicationsscored orange and red.
(e) Further analysis is performed;
(f) The information is transferred into a form;
(g) If the application is accepted: the approval is formalised through an electronic signature. Theoriginal signature of the borrower is also kept in the physical file;
(h) The approval or the decline is transmitted to the point of sale;
(i) All documents used in the analysis of the application are filed (electronically and/or physically).
Risk assessment
Credit scoring
Crédipar applies a credit scoring to all its loan applications. This scoring matrix has been usedby Crédipar since 1985. The scoring modules are specific to individuals and companies.
For individuals, the scoring uses the client’s details (age, income, other loans and leases,profession, employment history, bank history, etc), the type of vehicle purchased (new car or used car,age of the vehicle, purchase price, etc) and the characteristics of the financing scheme (term and sizeof downpayment). External and internal databases are consulted. Internal information, e.g. if the clienthas already taken a lease or a loan from Crédipar, is an important factor in the scoring.
The main change affecting scoring has been the development of the expert system SEDRE in1993, which includes the implementation of an expert system to detect inconsistent applications andhelp combat fraud (in 1995) and the normalisation of the score as a probability of the client’s defaulting(in 1997).
The credit scoring system is the main factor underpinning the underwriting process conductedby SEDRE:
(a) A green score results in the automatic approval of the application.
(b) An orange score results in the ”manual'' assessment of the application either in the branch orin the head office, depending on the acceptance level; and
(c) A red score means that the application can be accepted only exceptionally by the regionaloperations manager, the Head of Client Relations or the head office (overriding).
The scoring performances are followed monthly. The main indicators followed are:
(a) The breakdown of applications by score.
(b) The application of the recommendations of the score (and overrides).
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(c) The discriminatory features of the score and of each of its elements;
(d) The monitoring of arrears.
Behavioural scoring
When evaluating a new application by an existing or previous customer, the payment profile ofany previous or other existing loans by the applicant is automatically taken into account via an internalfile containing defaults and late payments called “Fichier des Incidents de Paiement'' or FIP (History ofmissed payments).
Assessment of the financial solvency of the Debtors
The financial solvency of an applicant is evaluated according to his or her debt to income ratio.
During the assessment of the application at the underwriting stage, the supporting documents providedto evidence the income of the Debtor (pay slips) are checked. The debt to income ratio is calculated bydividing the sums of all monthly debt obligations by the net monthly family income.
Original Loan to Value ratio (OLTV)
The loan to value ratio is calculated by dividing the total amount of financing applied for by thepurchase price of the financed asset. There is no minimum personal down payment and the maximumloan to value ratio permitted is 100 per cent.
External databases
Apart from the behavioural database FIP, external databases on credit delinquenciesmanaged by the Banque de France are systematically consulted for each application (Fichier Nationaldes Incidents de Remboursement des Crédits aux Particuliers ± FICP and Fichier Central desChèques).
Levels of decision making
Applications are accepted at different levels of delegation depending on the score and theinitial amount of the loan. For the majority of loans granted to individuals the branch makes the finaldecision.
Validation of applications
The information for each loan application is entered into the system at the point of sale. It islater checked and validated by a specialised and independent unit of the branch located at the headoffice, which cross checks the information contained in the file with the supporting documents andchecks that the documents have been signed. The validation team is also responsible for anyapplicable registration of pledges and ownership clauses.
In addition to the systematic validation of each loan application, a specialist team within thevalidation team, controls thoroughly a significant percentage of new loan applications for each point ofsale.
Management of performing loans and collection procedures
Performing loans are managed by the Client Relations Service (Direction des Services à laClientèle - DSLC), which has 54 staff members. The Collection Department (Direction du
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Recouvrement - DREC) has 123 members and deals with all late payments (other than those resultingfrom technical problems) as well as any disputes.
In 2008, Banque PSA Finance set up a dedicated structure in Warsaw, Poland, in charge ofcarrying Amicable Collection (Recouvrement amiable) for French, British, German and Austrian latedebtors. This organization (Plate-forme recouvrement) operates with similar collection procedures andis managed at corporate level by Banque PSA Finance Collection Direction (RECT).
The payment schedule is established on a monthly basis (the 5th, 10th, 15th, 20th, 25th or endof the month) with a first scheduled payable after 30, 60 or 90 days depending on the grace periodchosen by the Debtor.
The method of payment for Debtors of current loans is by direct debit; for an overdue balance,a cheque or postal order may be used.
Prepayments
Partial or full prepayments are allowed at any time during the life of the loan. The lender couldrefuse a prepayment that represents less than three (3) months Instalment.
Penalties are nil for loans relating to the purchase of cars for private use except for loans ofmore than €21,500. In this case, a penalty representing 6% of the outstanding loan still being due shallbe paid. In case of commercial use, the penalty would represent 4% of the outstanding. In both cases,this penalty may be cancelled if the client is taking a new loan.
Late payments and litigation
The system detects late payments as soon as a direct debit has been missed, i.e. a few days after itsdue date. The loan is then considered in arrears and amicable collection procedures are automaticallystarted.
In the first 30 days following the due date, the loan generally goes through Amicable AutomaticCollection (Recouvrement Amiable Automatique (RAA)), during which the Debtor may be grantedsome flexibility on payments depending on his or her recovery score. A second direct debit is thentaken (Seconde Présentation Automatique (SPA)) within 15 to 30 days depending on the recoveryscore.
After 30 days, if the overdue remains unpaid, the account goes to Amicable Collections(Recouvrement Amiable (RA)). The loan is passed to a telephone team dedicated to late payments.The collection officer calls the Debtor to enquire about the causes for non-payment. In most cases, apromise is made by the Debtor to pay at an agreed date. A letter is automatically sent out to the Debtorconfirming the terms of the promise.
If the overdue amount has not been paid within 90 days after the due date of the first overdueinstalment, the loan goes to the Legal Collection Proceedings Phase 1A (Recouvrement Judiciaire 1A).The manager of the loan then makes the decision whether or not to file a claim with the court to startlegal proceedings against the Debtor with a view to repossessing the vehicle. An amicable resolutionwill continue to be sought with the Debtor throughout this process.
The transfer to the litigation department (Recouvrement Contentieux) for enforcementgenerally occurs within the month following the default (a maximum of 150 days maximum after thedue date of the first overdue instalment). The change of status of the loan is then irreversible.Forfeiture is pronounced once the loan is transferred to the litigation department, either automaticallyor upon order of the loan officer. When the loan enters into the Legal Collection Proceedings Phase 1B(Recouvrement Judiciaire 1B), an injunction to pay is sought in order to recover the balance stillpossibly due after the repossession of the vehicle.
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Once all attempts to resolve a case in court or with the Debtor have been unsuccessful, thecase is then transferred to a management department dealing with long-term debt recovery cases. Inthe event of insolvency of the Debtor, the file is left under surveillance and is re-examined on a regularbasis, using specialised software dedicated for this use by the management department.
Sale of the vehicles
The vehicle may be sold for the benefit of the lenders in two cases: if the Debtor hasvoluntarily returned the vehicle or if the vehicle has been repossessed following a court order.
The type of sale generally considered is by auction. In certain cases, vehicles are sold todealers or licensed garages. The decision to sell is made by the manager of the loan and occurs whenit has not been possible to obtain an amicable arrangement with the Debtor.
Personal insolvency management (Neiertz procedure)
Personal insolvencies are dealt with separately by a specialised team. Some Debtors mayappear to be insolvent without being in default on loans granted by Crédipar (for example, no paymentis overdue). To trigger the Neiertz treatment at Crédipar, the Banque de France must have initiallyaccepted the case. The file is then marked in the database of Crédipar.
According to Crédipar Servicing Procedures, a receivable that is subject to a Neiertzprocedure is not classified as defaulted nor delinquent solely as a result of the start of this procedure.The number of days unpaid will prevail. When the Banque de France has accepted the Neiertz file, thefile is frozen and the test on number of days unpaid is not applied anymore. Only after issuance of arestructuring plan including partial or full write-down of the receivable, the file will be classified asdefaulted as per the Servicing Procedures.
DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER
Organisation of Banque PSA Finance
Introduction
Banque PSA Finance (‘‘BPF’’) is the parent company of the Banque PSA Finance group(‘‘BPF Group’’) operating in twenty-five countries. The BPF Group offers a full range of retail financingproducts to customers of the two brands Peugeot and Citroën as well as floor-stock and replacementparts financing for the two carmakers’ dealers. It is not involved substantially in any other type offinancing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for thefunding of the PSA group’s industrial activities and has limited exposure to the group.
BPF’s activities are mainly based in Western Europe – France, Germany, the UK and Spainbeing its key markets. However, Central Europe is playing an increasingly important role. It has a keyfunction in PSA Peugeot Citroën’s strategy to offer customers integrated products, financing andservice packages that meet their needs.
BPF strengthens relationships with car dealers by providing them with a full array of speciallytailored financing and services sales support systems.
BPF is also developing integrated products including such automobile-related services asmaintenance and extended warranties, whose subscription-based delivery makes them more attractiveto customers. These integrated products are also offered to buyers of used vehicles. BPF also offersauto insurance through a programme with specialist partners that offers specific insurance solutions forthe Peugeot and Citroën brands.
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In terms of wholesale financing, BPF finances the new and replacement vehicles, partsinventories of both the Peugeot and Citroën brands and all car dealer networks in the countries whereit operates, as well as meeting certain other working capital and equipment financing needs. BPF wasincorporated in France as PSA Finance Holding and established as a société anonyme on 15December 1982 under registration number RCS PARIS B 325 952 224. BPF’s term of incorporationwill expire on 15 December 2081 unless extended or dissolved before such date. PSA FinanceHolding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequently toBanque PSA Finance following approval by its shareholders on 15 July 1998.
On 26 July 1995, BPF was registered as a bank and as such is regulated by French bankauthorities (Commission Bancaire). BPF operates under articles L. 210-1 and following of theCommercial Code (Code de commerce) and under articles L. 511-1 and following of the Monetary andFinancial Code (Code monétaire et financier).
BPF’s head office is located at 75, avenue de la Grande Armée, 75116 Paris, France. BPF is awholly-owned subsidiary of Peugeot S.A. Its authorised and issued capital is currentlyEUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a parvalue of EUR 16.
BPF’s shares are not listed on any stock market. Peugeot S.A.’s shares are listed on theEurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the InternationalSEAQ market in London and in the United States of America in the form of sponsored AmericanDepositary Receipts (ADRs) traded on the New York over-the-counter market.
Organisation
The BPF Group does business in France, Germany, the United Kingdom, Italy, Spain,Belgium, The Netherlands, Portugal, Switzerland, Austria, Brazil, Argentina, Poland, Czech Republic,Slovakia, Luxembourg, Hungary, Mexico, Slovenia, Turkey, China, Croatia, Russia, Algeria and Malta.
In 2006, BPF set up a finance company in partnership with Bank of China and a newmarketing subsidiary in Turkey, with a local banking partner.
In January 2008, BPF extended its operations in Slovenia through a joint venture with abanking partner.
In June 2008, BPF again set up business in Algeria. The company is 98%-owned by PSAFinancial Holding B.V. and 2% by Banque PSA Finance.
In June 2008, Banque PSA Finance increased the capital of its subsidiary PSA AssuranceS.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Maltathat owns two local insurance companies.
In July 2008, BPF set up in Croatia to develop financing business in the local market. Thecompany is wholly-owned by PSA Financial Holding B.V.
At the end of June 2009, Banque PSA Finance bought 98% of AIG Bank Rus, of which 50%through PSA Financial Holding B.V. Named Bank PSA Finance Rus, this new subsidiary started itsoperations in August 2010.
Banque PSA Finance in France
In France, the Banque PSA Finance group conducts its financing business with Sofira and theretail financing network of Crédipar.
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Crédipar
The Compagnie Générale de Crédit aux Particuliers or Crédipar was set up in 1979 to takeover the financing companies of the Peugeot group and the subsidiaries of Sovac SCA specialised inproviding retail financing for customers of the Citroën dealer network. BPF has acquired the sharesthat Sovac SCA held in Crédipar to become the sole shareholder of Crédipar. Crédipar is registered asa credit institution. Crédipar and its subsidiaries provide financing services to purchasers of Peugeotand Citroën cars. These financing services include redeemable automobile credits, leasing contractswith purchase option and long-term leasing for new and used vehicles, personal loans, credit cardsand insurance products.
The total number of new vehicles financed by Crédipar rose to 242,991 in 2010 from 233,109in 2009 (a 4.2% increase year on year). Its penetration rate, expressed as a percentage of new vehicleregistrations for both marques, therefore improved to 27.9% from 26.7% in 2009. The number of usedvehicles financed grew decreased 5.9% in 2010, to 82,025 units compared with 87,165 the previousyear. This decrease is mainly due to the car scrappage scheme. Overall, the total number of vehiclesfinanced amounted to 325,016, a rise of 1.5% compared with 320,274 in 2009.
Key Figures of the Seller
Retention and disclosure requirements under the Capital Requirements Directive
Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar in its capacity assubscriber of the Residual Units, shall on a consolidated basis retain, on an ongoing basis, a materialnet economic interest which, in any event, shall not be less than 5% of the nominal amount of thesecuritised exposures. At the date of this Offering Memorandum such interest is retained inaccordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, asamended by Directive 2009/111/EC, as the same may be amended from time to time (the "CapitalRequirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of20 February 2007 relating to capital requirements for credit institutions and investment firms, asamended from time to time (the “2007 Order”)), by the holding all the Class B Notes and all theResidual Units issued by the FCT in relation with the Compartment. As condition precedent to thepurchase of Additional Receivables on Subsequent Purchase Dates, the Management Company
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shall have received prior written confirmation from the Custodian that Banque PSA Finance holds allof the Class B Notes and Crédipar holds all of the Residual Units.
In each Class A Notes Underwriting and Subscription Agreement and Class B Notes and ResidualUnits Subscription Agreement, Banque PSA Finance and Crédipar has:
(i) adhered to the requirements set out in paragraph 6 of article 122a of the Capital RequirementsDirective (as implemented in France in article 217-1(f)) of the 2007 Order);
(ii) undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with theprovisions of the 2007 Order implementing inter alia article 122a of the Capital RequirementsDirective and make appropriate disclosures to the Noteholders about the retained neteconomic interest in the securitisation transaction contemplated in this Offering Memorandumand ensure that the Noteholders have readily available access to all materially relevant data asrequired under paragraph 7 of article 122a of the Capital Requirements Directive (asimplemented in France in article 217-1(g)) of the 2007 Order): and
(c) undertaken to the Joint Lead Managers and the FCT that it shall at all times retain theownership of the Class B Notes (as far as Banque PSA Finance is concerned) and theResidual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the JointLead Managers and the FCT to procure that Banque PSA Finance complies with suchundertaking.
An overview of the retention of the material net economic interest by Banque PSA Finance andCrédipar in compliance with the Capital Requirements Directive will be provided in the InvestorReport available to investors (see Sub-Section “CALCULATIONS AND DETERMINATIONS –DUTIES OF THE MANAGEMENT COMPANY”).
Each prospective investor is required to independently assess and determine the sufficiency of theinformation described above for the purposes of complying with article 122a of the CapitalRequirements Directive and its own situation and obligations in this respect.
Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in thisparagraph.
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USE OF PROCEEDS
The proceeds of the issue of the Class A Notes shall be € 956,000,000, the proceeds of theissue of the Class B Notes shall be € 94,000,000, and the proceeds of the issue of the Residual Unitsshall be € 300. The total proceeds of the offering of the Notes and the Residual Units shall be€ 1,050,000,300 which will be applied by the Management Company to finance the PrincipalComponent Purchase Price of the Purchased Receivables from the Seller, on the First Purchase Date,in accordance with and subject to the terms of the Master Purchase Agreement.
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TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions of the Notes (including the Class A Notes) in theform (subject to completion and amendment) in which they will be set out in the CompartmentRegulations. These terms and conditions include summaries of, and are subject to, the detailedprovisions of, the FCT Regulations and the other Transaction Documents.
The € 956,000,000 Class A Notes due 26 December 2022 (the “Class A Notes“) and the€ 94,000,000 Class B Notes due 26 December 2022 (the “Class B Notes“ and, together with theClass A Notes, the “Notes“) shall be issued by the FCT in respect of the Compartment pursuant to theGeneral Regulations and the Compartment Regulations entered into on or before the Closing Date(collectively, the “FCT Regulations“) between the Management Company and the Custodian and aresubject to these terms and conditions (the “Conditions“). The Compartment will not issue any furtherNotes after the Closing Date. These Conditions are the terms and conditions of the Notes, includingthe Class A Notes.
Under a paying agency agreement entered into on or before the Closing Date (the “PayingAgency Agreement“) between the Management Company, the Custodian and the Paying Agent,among other things, the Management Company will appoint the Paying Agent to make payments ofprincipal, interest and other amounts (if any) in respect of the Class A Notes only, on its behalf.
These Conditions are subject to the detailed provisions of, the Compartment Regulations, thePaying Agency Agreement and the other Transaction Documents.
The holders of Class A Notes and all persons claiming through them or under the Notes areentitled to the benefit of, and are bound by, the FCT Regulations, copies of which are available forinspection at the specified office of the Paying Agent.
1. Form, Denomination and Title
(a) The Class A Notes will be issued by the FCT in bearer form in denominations of € 100,000each.
The Class B Notes will be issued by the FCT in registered form in denominations of € 100,000each.
The Rate of Interest on the Notes is the aggregate of the EURIBOR Reference Rate plus theRelevant Margin as set out below:
Class of Notes Relevant Margin
Class A Notes
Class B Notes
0.90 per cent. per annum
1.60 per cent. per annum
Interest on the Notes will be payable in arrear on each Payment Date. The Notes will at alltimes be represented in book entry form (dématérialisée). No physical documents of title willbe issued in respect of the Notes.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest dueand otherwise payable under the Class B Notes on that Monthly Payment Date shall not bepaid on that date but on the immediately following Payment Date, in accordance with andsubject to the then applicable Priority of Payments.
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(b) The Class A Notes will, upon issue, be admitted to the operations of Euroclear France (actingas central depositary) which shall credit the accounts of Account Holders affiliated withEuroclear France.
(c) Title to the Class A Notes shall at all times be evidenced by entries in the books of the accountholders affiliated with the Clearing Systems, and a transfer of Class A Notes may only beeffected through registration of the transfer in the register of the account holders. Title to theClass B Notes shall at all times be evidenced by entries in the register of the Custodian, and atransfer of Class B Notes may only be effected through registration of the transfer in suchregister.
2. Status and Relationship between the Class A Notes and the Class B Notes
(a) Status
The Notes constitute direct, secured and unconditional obligations of the FCT in respect of theCompartment and all payments of principal and interest on the Notes shall be made to theextent of the Available Distribution Amount, subject to the relevant Priority of Payments.
(b) Relationship between the Class A Notes the Class B Notes and the Residual Units
During the Revolving Period, the Amortisation Period or the Accelerated Amortisation Period,(i) payments of interest in respect of the Cass A Notes shall be made on a pro rata and paripassu basis, (ii) payments of interest in respect of the Class B Notes are subordinated topayments of interest in respect of the Class A Notes and (iii) payments of interest in respect ofthe Residual Units are subordinated to payments of interest in respect of the Notes of allclasses.
During the Amortisation Period, (i) payments of principal in respect of the Class A Notes shallbe made on a pro rata and pari passu basis, (ii) payments of principal in respect of the Class BNotes are subordinated to payments of principal in respect of the Class A Notes and (iii)payments of interest in respect of the Class B Notes are subordinated to payments of interestin respect of the Class A Notes.
During the Accelerated Amortisation Period, the Class A Notes will be redeemed in full, on apro rata and pari passu basis, to the extent of the Available Distribution Amount on eachAccelerated Payment Date subject to the Accelerated Priority of Payments. After theamortisation in full of the Class A Notes, the Class B Noteholders will receive payment ofprincipal and interest to the extent of the Available Distribution Amount and subject to theAccelerated Priority of Payments.
During the Accelerated Amortisation Period, no payment of interest or principal in respect ofthe Residual Units will be made until the Notes have been redeemed in full.
(c) Priority of Payments during the Revolving Period and the Amortisation Period
During the Revolving Period and the Amortisation Period, the Management Company will, oneach Monthly Payment Date, apply the Available Distribution Amount in accordance with thefollowing Priorities of Payments, as determined by the Management Company pursuant to theterms of the Compartment Regulations and the provisions of sub-paragraphs (i), (ii) and (iii)below.
(i) Interest Priority of Payments
During the Revolving Period and the Amortisation Period, the Available Interest Amount(including, for the avoidance of doubt, the General Reserve) will be applied on each Monthly
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Payment Date by the Management Company in or towards the following payments but, in eachcase, only to the extent that all payments or provisions of a higher priority due to be paid orprovided for have been made in full:
(a) payment of the Compartment Expenses (save for the remuneration payable to thePaying Agent) and, in priority to such payment (if any), payment of any CompartmentExpenses Arrears calculated by the Management Company on previous MonthlyPayment Dates and remaining due on such Monthly Payment Date;
(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of anySwap Termination Amount (other than the Senior Swap Subordinated TerminationPayments (if any) due to the Interest Rate Swap Counterparties under the InterestRate Swap Agreements and, as the case may be, in priority to such payment, paymenton a pro rata and pari passu basis of Net Swap Amounts Arrears and SwapTermination Amount Arrears calculated by the Management Company on previousMonthly Payment Dates and remaining due on such Monthly Payment Date;
(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due andpayable in respect of the Monthly Interest Period ending on such Monthly PaymentDate together with the remuneration of the Paying Agent and, in priority to suchpayment, payment on a pro rata and pari passu basis of any Class A Notes InterestShortfall, together with any arrears of remuneration of the Paying Agent, calculated bythe Management Company on previous Monthly Payment Dates and remaining dueand unpaid on such Monthly Payment Date;
(d) transfer to the credit of the General Reserve Account of such amount as is necessaryfor the credit of the General Reserve Account to be at least equal to the GeneralReserve Required Amount applicable on that Monthly Payment Date, as calculation bythe Management Company;
(e) transfer to the credit of the Principal Account of an amount equal to the PrincipalDeficiency Amount as calculated by the Management Company in respect of suchMonthly Payment Date;
(f) payment of the Senior Swap Subordinated Termination Payments (if any) due to therelevant Interest Rate Swap Counterparty under the relevant Interest Rate SwapAgreement and, as the case may be, in priority to such payment, payment of anySenior Swap Subordinated Termination Payments Arrears (if any) calculated by theManagement Company on the previous Monthly Payment Dates and remaining due onsuch Monthly Payment Date;
(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and ofany Junior Swap Termination Amount due to the Junior Swap Provider under theJunior Swap Agreement and, as the case may be, in priority to such Net Junior SwapAmounts, payment of any Net Junior Swap Amount Arrears and Junior SwapTermination Amount Arrears calculated by the Management Company on the previousMonthly Payment Dates and remaining due on such Monthly Payment Date;
(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due andpayable in respect of the Monthly Interest Period ending on such Monthly PaymentDate and, in priority to such payment, payment of any Class B Notes Interest Shortfall,calculated by the Management Company on previous Monthly Payment Dates andremaining due and unpaid on such Monthly Payment Date;
(i) if on such Monthly Payment Date the General Reserve is higher than the GeneralReserve Required Amount, the Management Company shall instruct the Custodianand the Compartment Account Bank to return to Crédipar as reimbursement of the
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General Reserve Cash Deposit an amount equal to the excess of (x) the currentGeneral Reserve over (y) the General Reserve Required Amount;
(j) payment of any Monthly Deferred Principal due and payable on such Monthly PaymentDate, plus any Monthly Deferred Principal due and payable on preceding MonthlyPayment Date(s) and remaining unpaid on such Monthly Payment Date;
(k) (x) in respect of the first Monthly Payment Date only, payment to the Seller of theInterest Component Purchase Price of the Receivables purchased on the FirstPurchase Date and (y) in respect of the subsequent Monthly Payment Dates, paymentto the Seller of the Interest Component Purchase Price of the Receivables purchasedon the penultimate Purchase Date prior to such Monthly Payment Date and, in prioritythereto, payment to the Seller of the Interest Component Purchase Price or portion ofInterest Component Purchase Price of any Receivables purchased on any previousPurchase Dates remaining unpaid on such Monthly Payment Date; and
(l) payment of the remaining credit balance of the Interest Account as interest to theholders of the Residual Units.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of theGeneral Collection Account and the General Reserve Account only will be applied in thepayment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion ofany other payments) and the items otherwise due and payable on that Payment Date will bepaid on the immediately following Payment Date, in accordance with and subject to the thenapplicable Priority of Payments.
(ii) Principal Priority of Payments
During the Revolving Period and the Amortisation Period, the Available Principal Amountstanding to the credit of the Principal Account (together with the amounts credited by debitingthe Interest Account in accordance with item (e) of the Interest Priority of Payments) will beapplied on each Monthly Payment Date by the Management Company towards the followingpriority of payments but only to the extent that all payments or provisions of a higher prioritydue to be paid or provided for have been made in full and by debiting the Principal Account:
(a) payment in the order of priority there stated of the amounts referred to in paragraphs(a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only to the extent notpaid in full thereunder after application of Available Interest Amount in accordance withthe Interest Priority of Payments and always in accordance with and subject to suchInterest Priority of Payments;
(b) during the Revolving Period (only), payment of the Principal Component PurchasePrice of each Receivables purchased on the Subsequent Purchase Date fallingimmediately prior to such Monthly Payment Date to the Seller, to the extent where thatPrincipal Component Purchase Price has not been set-off with Non-ConformityRescission Amounts (if any);
(c) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event,payment on a pro rata and pari passu basis of the Class A Principal Payments due tothe Class A Noteholders;
(d) payment of the amounts referred to in paragraph (h) of the Interest Priority ofPayments, but only to the extent not paid in full thereunder after the application of theAvailable Interest Amount in accordance with the Interest Priority of Payments;
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(e) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event,payment on a pro rata basis of the Class B Principal Payments due to the Class BNoteholders;
(f) payment of the Compartment Liquidation Surplus to the holders of the Residual Unitson the Compartment Liquidation Date.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, no payment shall be made under theabove Principal Priority of Payments and items otherwise due and payable on that PaymentDate shall be paid on the immediately following Payment Date, in accordance with and subjectto the then applicable Priority of Payments.
(iii) Accelerated Priority of Payments
Following the occurrence of an Accelerated Amortisation Event or a Compartment LiquidationEvent, on any Accelerated Payment Date, all amounts standing to the credit of the GeneralCollection Account will be applied in the following priority of payments after the transfer of allamounts standing to the credit of the General Reserve Account together with all moniesstanding to the credit of the Principal Account and the Interest Account (if any) onto theGeneral Collection Account:
(a) payment of the Compartment Expenses and, in priority to such payment, payment ofany Compartment Expenses Arrears calculated by the Management Company onprevious Payment Dates and remaining due on such Accelerated Payment Date;
(b) payment, on a pro rata and pari passu basis, of the Net Swap Amounts (if any) due tothe Interest Rate Swap Counterparties under the Interest Rate Swap Agreementstogether with the Swap Termination Amount (if any) in respect of any terminatedInterest Rate Swap Agreement (other than the Senior Swap Subordinated TerminationPayments (if any)) and, as the case may be, in priority to such Net Swap Amounts andSwap Termination Amount, payment of any Net Swap Amount Arrears and SwapTermination Amount Arrears calculated by the Management Company on the previousPayment Dates and remaining due on such Accelerated Payment Date;
(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due inrespect of the Interest Period ending on such Payment Date together with theremuneration of the Paying Agent a and, in priority to such payment, payment on a prorata and pari passu basis of any Class A Notes Interest Shortfall and (together withany arrears of remuneration of the Paying Agent) calculated by the ManagementCompany on the previous Payment Dates and remaining due on such AcceleratedPayment Date;
(d) transfer to the credit of the General Reserve Account of such amount as is necessaryfor the credit of the General Reserve Account to be at least equal to the GeneralReserve Required Amount applicable on that Monthly Payment Date, as calculated bythe Management Company;
(e) redemption in full of the Class A Notes (on a pro rata and pari passu basis);
(f) payment of the Senior Swap Subordinated Termination Amount (if any) due to therelevant Interest Rate Swap Counterparty under the relevant Interest Rate SwapAgreement and pari passu with such payment, payment of the Senior SwapTermination Subordinated Payments Arrears (if any) calculated by the ManagementCompany on the previous Payment Dates and remaining due on such AcceleratedPayment Date;
(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and ofany Junior Swap Termination Amount due to the Junior Swap Provider under the
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Junior Swap Agreement and, as the case may be, in priority to such Net Junior SwapAmounts, payment of any Net Junior Swap Amount Arrears and Junior SwapTermination Amount Arrears calculated by the Management Company on the previousPayment Dates and remaining due on such Accelerated Payment Date;
(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due inrespect of the Class B Notes together with the remuneration of the Paying Agent and,in priority to such payment, payment of any Class B Interest Amounts Shortfall andarrears of the remuneration of the Paying Agent calculated by the ManagementCompany on the previous Payment Dates and remaining due on such AcceleratedPayment Date;
(i) redemption in full of the Class B Notes (on a pro rata basis);
(j) subject to the full redemption of the Notes of each class and to the extent nototherwise reimbursed in accordance with item (i) of the Interests Priority of Payments,repayment of the outstanding General Reserve Cash Deposit to the Seller;
(k) payment of any amount of any Monthly Deferred Principal remaining unpaid;
(l) payment of any Interest Component Purchase Price remaining unpaid to the Seller;
(m) if on such Accelerated Payment Date the General Reserve is higher than the GeneralReserve Required Amount, the Management Company shall instruct the Custodianand the Compartment Account Bank to return to Crédipar as reimbursement of theGeneral Reserve Cash Deposit an amount equal to the excess of (x) the currentGeneral Reserve over (y) the General Reserve Required Amount; and
(n) on the Compartment Liquidation Date, payment to the holder of the Residual Units ofan amount equal to the Compartment Liquidation Surplus as final payment in principaland interest.
(iv) Principal Deficiency Amount
During the Revolving Period and the Amortisation Period, a principal deficiency ledger (the‘‘Principal Deficiency Amount’’) will be established in order to record any loss or principaldelinquency on the Receivables allocated to the Notes.
Pursuant to the Compartment Regulations, on each Calculation Date during the RevolvingPeriod and the Amortisation Period, the Management Company shall calculate the PrincipalDeficiency Amount with respect to each Payment Date.
An amount equal to the Principal Deficiency Amount (if any) shall be transferred from theInterest Account to the Principal Account on each Payment Date during the Revolving Periodand the Amortisation Period in accordance with the Interest Priority of Payments.
3. Interest
(a) General
Each Note accrues interest on its Principal Amount Outstanding, from the Closing Date(inclusive) until the later of the date when the Principal Amount Outstanding of such Note is reduced tozero and on the Final Legal Maturity Date.
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(b) Payment Dates and Interest Periods
(i) Interest during the Revolving Period and the Amortisation Period
During the Revolving Period and the Amortisation Period, interest in respect of the Notes willbe payable monthly in arrears with respect to each Monthly Interest Period corresponding tothe 25
thday of each month in each year, each of which is a Monthly Payment Date. If any
Monthly Payment Date falls on a day which is not a Business Day, such Monthly PaymentDate shall be postponed to the next day which is a Business Day unless such Business Dayfalls in the next calendar month, in which case the Monthly Payment Date shall be broughtforward to the immediately preceding Business Day. The first Monthly Payment Date shall bethe 26
thday of September 2011.
By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest dueand otherwise payable under the Class B Notes on that Monthly Payment Date shall not bepaid on that date but on the immediately following Payment Date, in accordance with andsubject to the then applicable Priority of Payments.
(ii) Interest during the Accelerated Amortisation Period
Following the occurrence of an Accelerated Amortisation Event, interest in respect of theNotes will be payable, according to the provisions of paragraph (d) below, monthly in arrear oneach Accelerated Payment Date, being the 25
thday in each month of each year until the later
of the date on which the Principal Amount Outstanding of such Note is reduced to zero and theFinal Legal Maturity Date. If any Accelerated Payment Date falls on a day which is not aBusiness Day, such Accelerated Payment Date shall be postponed to the next day which is aBusiness Day unless such Business Day falls in the next calendar month in which case theAccelerated Payment Date shall be brought forward to the immediately preceding BusinessDay.
(iii) Interest Period
(a) an Interest Period in respect of the Notes means:
(i) a Monthly Interest Period, for any Monthly Payment Date during the RevolvingPeriod and the Amortisation Period, being any period beginning on (andincluding) the previous Monthly Payment Date and ending on (but excluding) thenext Monthly Payment Date; or
(ii) a Monthly Interest Period, for any Accelerated Payment Date during theAccelerated Amortisation Period, being any period beginning on (and including)the previous Accelerated Payment Date and ending on (but excluding) the nextAccelerated Payment Date,
save for the first Monthly Interest Period, which shall begin on (and include) the ClosingDate and shall end on (but exclude) the first Monthly Payment Date. The last InterestPeriod shall end on (and exclude) the earlier of: (i) the date on which the PrincipalAmount Outstanding of each class of Notes is zero; and (ii) the Final Legal MaturityDate.
(b) Interest shall cease to accrue on any Note:
(i) on the date on which the Principal Amount Outstanding on such Note is reducedto zero; or
(ii) if later, on the Final Legal Maturity Date.
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(c) Rate of Interest on the Notes
The Rate of Interest applicable to the Notes will be determined by the Management Companyon each Interest Rate Determination Date in respect of the relevant Interest Period on the basis of thefollowing paragraphs.
The Rate of Interest applicable to the Notes in respect of each Interest Period will be theaggregate of the applicable EURIBOR Reference Rate and the Relevant Margin.
(i) The EURIBOR Reference Rate means 1 month EURIBOR (or, in the case of the firstInterest Period, the annual rate resulting from the linear interpolation of 2 monthEURIBOR and 3 month EURIBOR) in respect of each Monthly Interest Period during theRevolving Period, the Amortisation Period and the Accelerated Amortisation Period.
(ii) The Relevant Margin is:
Class of Notes Relevant Margin
Class A NotesClass B Notes
0.90 per cent. per annum1.60 per cent. per annum
(iii) There will be no maximum or minimum Rate of Interest.
(d) Determination of rate of Interest and calculation of the interest amount
(i) Determination of Rate of Interest
On each Interest Rate Determination Date the Management Company will determine the Rateof Interest applicable to, and calculate the amount of interest payable in respect of, each Noteon the relevant Payment Date.
(ii) Determination of the interest amount
The interest amount payable on each Payment Date in respect of each class of Notes shall becalculated by Management Company, on each Calculation Date, by:
(a) determining the following amount (the “Product”),
(i) applying the applicable Rate of Interest to the Principal Amount Outstanding ofa Note of the corresponding class of Notes on the first day of the relevantInterest Period;
(ii) multiplying the product by the actual number of days in the related InterestPeriod;
(iii) dividing by three hundred sixty (360); and
rounding the result to the nearest Euro cent; and
(b) multiplying the Product by the number of Notes that are outstanding under such classof Notes.
The Management Company will promptly notify the applicable Rate of Interest and the interestamount due in respect of each class of Notes for the Interest Period corresponding to the nextPayment Date to the Paying Agent.
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By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest dueand otherwise payable under the Class B Notes on that Monthly Payment Date shall not bepaid on that date but on the immediately following Payment Date, in accordance with andsubject to the then applicable Priority of Payments
(iii) Principal Amount Outstanding of a Note
On any Payment Date, the Principal Amount Outstanding of a Note is equal to the InitialPrincipal Amount of that Note less the aggregate amount of all Class A Principal Payments orthe Class B Principal Payments (as applicable) paid in respect of that Note prior to such dateand on such Payment Date. The Class A Principal Payments and the Class B PrincipalPayments (as applicable) relating to each class of Notes will be calculated by the ManagementCompany in accordance with the applicable amortisation formula during the AmortisationPeriod and the Accelerated Amortisation Period, as set out in paragraph 4 below.
(iv) Notification to be final
All notifications, determinations, calculations and decisions given, expressed or made by theManagement Company (in the absence of wilful misconduct, bad faith or manifest error) arebinding as against the Paying Agent and the Noteholders.
(e) Interest Rate Swap Agreements
The FCT has executed on the Closing Date with each Interest Rate Swap Counterparty anInterest Rate Swaps Agreement governed by a FBF Master Agreement, pursuant to which eachInterest Rate Swap Counterparty is obliged to pay on each separate Payment Date the FloatingAmount to the Compartment, and the Compartment, will pay on each applicable Payment Date, theFixed Amount, subject to any netting between the Floating Amount and the Fixed Amount (see Section“CREDIT STRUCTURE – Description of the Interest Rate Swap Agreements” in this OfferingMemorandum).
4. Redemption
(a) Revolving Period
During the Revolving Period the Noteholders will only receive payments of interest on theirNotes on each Monthly Payment Date (subject to and in accordance with the applicable Priority ofPayments) and will not receive any payments of principal except in the case of a Partial EarlyAmortisation.
(b) Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment LiquidationEvent having occurred, if, on three (3) successive Purchase Dates, the aggregate of the EffectiveOutstanding Balances of the Performing Receivables, as calculated on the Determination Dateimmediately preceding each such Purchase Dates (including the aggregate of the EffectiveOutstanding Balances of the Receivables which are sold by the Seller on the relevant Purchase Date)is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the InitialPrincipal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, onthe immediately following Monthly Payment Date, the Class A Notes and the Class B Notes will besubject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount.Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period.
On that Monthly Payment Date, for the purpose of such Partial Early Amortisation, and as anexception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notesand the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial
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amortisation of the Class A Notes and Class B Notes, pari passu and pro rata the Principal AmountOutstanding of the Class A Notes and of the Class B Notes.
For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the InitialPrincipal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basisfor the purpose of determining whether a Purchase Shortfall has occurred.
(c) Amortisation Period
During the Amortisation Period (including upon the occurrence of an Amortisation Event), theNotes shall be subject to redemption on each Monthly Payment Date falling after the end of theRevolving Period (subject to the occurrence of any Accelerated Amortisation Event) sequentially asfollows:
(i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Noteremains outstanding;
(ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding.
Such redemption will be subject to, and in accordance with the applicable Priority ofPayments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstandingof the Notes of that Class are reduced to zero and (ii) the Final Legal Maturity Date.
(d) Accelerated Amortisation Period
Following the occurrence of an Accelerated Amortisation Event, the Notes shall be subject tomandatory redemption on each Accelerated Payment Date on or after the date on which theAccelerated Amortisation Event has occurred sequentially as follows:
(i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Noteremains outstanding;
(ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding.
Such redemption will be subject to, and in accordance with the applicable Priority ofPayments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstandingof that Class of Notes are reduced to zero and (ii) the Final Legal Maturity Date.
(e) Determination of the amortisation of the Notes
(i) Amortisation Period:
During the Amortisation Period and prior to each Monthly Payment Date, the ManagementCompany will determine:
(A) the Available Amortisation Amount in respect of such Monthly Payment Date;
(B) the Class A Principal Payment and the Class B Principal Payment due and payable inrespect of each class of Notes on such Monthly Payment Date; and
(C) the Principal Amount Outstanding of each class of Notes on such Monthly PaymentDate.
The Available Amortisation Amount in respect of each class of Notes as at each MonthlyPayment Date, shall be equal to the greater of (a) zero and (b) an amount equal to (i) minus(ii) where (i) is the aggregate of the Principal Amount Outstanding of the Class A Notes andthe Principal Amount Outstanding of the Class B Notes as calculated on the immediately
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preceding Monthly Payment Date (or as the case may be, on the Closing Date if such MonthlyPayment Date falls in September 2011) and (ii) is the aggregate of the Effective OutstandingBalances of all Performing Receivables as calculated on the immediately precedingDetermination Date. The Class A Principal Payment and the Class B Principal Paymentspayable on each Monthly Payment Date to the Noteholders of each relevant class of Notes willbe calculated by the Management Company in accordance with the following amortisationformula:
(A) for as long as any Class A Note remains outstanding, the Available AmortisationAmount will be applied on a pari passu basis to the Class A Principal Payment up to thePrincipal Amount Outstanding of the Class A Notes as at the previous MonthlyPayment Date; and
(B) for so long as any Class B Note remains outstanding, 100 per cent. of the AvailableAmortisation Amount (after deduction of all Class A Principal Payments payable toClass A Noteholders on such Monthly Payment Date) will be applied to the Class BPrincipal Payment up to the Principal Amount of the Class B Notes as at the previousMonthly Payment Date.
The Class A Principal Payment and the Class B Principal Payment payable on each MonthlyPayment Date to the Noteholders of each relevant class of Notes will be equal to the Class APrincipal Payment or the Class B Principal Payments (as applicable) divided by the number ofNotes of that Class (rounded to the nearest euro), provided that in respect of such class ofNotes no Class A Principal Payment or Class B Principal Payment (as applicable) shallexceed the relevant Principal Amount Outstanding of the relevant Note, as calculated by theManagement Company as at the previous Monthly Payment Date.
By way of exception to the above, on a Reduced Payment Date, the Notes shall not beredeemable and no payment of principal shall be owed thereunder on any Payment Date.
(ii) Accelerated Amortisation Period
During the Accelerated Amortisation Period, from the Accelerated Payment Date following thedate on which an Accelerated Amortisation Event occurs and until the earlier of (i) the date onwhich the Principal Amount Outstanding of the Notes of the relevant Class is reduced to zeroand (ii) the Final Legal Maturity Date:
(A) the Class A Notes shall be repaid on a pari passu basis to the extent of the AvailableDistribution Amount on each such Accelerated Payment Date until redeemed in full,and subject to the Accelerated Priority of Payments; and
(B) once the Principal Amount Outstanding of the Class A Notes, the Class A InterestAmount and any Class A Notes Interest Shortfall have been paid in full to the Class ANoteholders the Class B Notes shall be repaid to the extent of the Available DistributionAmount on each such Accelerated Payment Date on and following such time untilredeemed in full, and subject to the Accelerated Priority of Payments.(iii) No purchaseof Notes by the FCT
In accordance with article L. 214-43 of the Monetary and Financial Code, no Noteholder shallbe entitled to ask the FCT to repurchase its Notes.
(f) Final Legal Maturity Date
The Final Legal Maturity Date of the Notes is 26 December 2022 and unless previouslyredeemed, the Notes of each class shall be redeemed on that date.
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5. Payments
(a) Method of Payment
(i) Method of payment in respect of the Class A Notes
Any amount of interest or principal due in respect of any Class A Note will be paid inEuro by the Paying Agent on each applicable Payment Date up to the amounttransferred by the Management Company (or the Compartment Account Bank actingupon the instructions of the Custodian and the Management Company) to the PayingAgent by debiting the Principal Account in respect of payments of principal and bydebiting the Interest Account and, if necessary, the General Reserve Account andultimately the Principal Account (if necessary) in respect of payments of interest.
The payments in respect of the Class A Notes will be made to the Class ANoteholders identified as such and as recorded with the relevant Clearing System.Any payment of principal and interest will be made in accordance with the rules of therelevant Clearing System.
(ii) Method of payment in respect of the Class B Notes
Any amount of interest or principal due in respect of any Class B Notes Note will bepaid in Euro by the Management Company on each applicable Payment Date:
(a) during the Revolving Period and the Amortisation Period:
(i) in respect of payments of interest, by debiting the Interest Account;and
(ii) in respect of payments of principal, by debiting the Principal Account;and
(b) during the Accelerated Amortisation Period: in respect of payments of interestand principal, by debiting the General Collection Account,
to the extent of the Available Distribution Amount and subject to the applicablePriorities of Payments.
The payments in respect of the Class B Notes will be made by the ManagementCompany to the Custodian as holder the register of the Class B Notes and theCustodian will in its turn pay each holder of such Class B Notes as identified in theregister of the Custodian.
(iii) Tax
All payments of principal and/or interest in respect of the Notes will be subject toapplicable tax laws in any relevant jurisdiction.
Payments of principal and interest in respect of the Notes will be made net of anywithholding tax or deductions for or on account of any tax applicable to the Notes inany relevant state or jurisdiction, and neither the FCT nor the Paying Agent are underany obligation to pay any additional amounts as a consequence of any suchwithholding or deduction.
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(b) Initial Paying Agent (in respect of the Class A Notes only)
(i) The initial Paying Agent is:
CACEIS Corporate Trust1-3, place Valhubert75013 ParisFrance
(ii) Under the Paying Agency Agreement:
(a) the Management Company may on 30-days prior written notice terminate theappointment of the Paying Agent and appoint a new paying agent; and
(b) the Paying Agent may resign on giving 30-days prior written notice to theManagement Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particularbut without limitation that a new paying agent has been appointed. Notice of anyamendments to the Paying Agency Agreement shall promptly be given to theNoteholders in accordance with Condition 8.
(c) Payments made on Business Days
If the due Payment Date of any amount of principal or interest in respect of the Notes is not aBusiness Day, then the holders of such Notes shall not be entitled to payment of the amountdue until the next following Business Day unless that day falls in the next calendar month, inwhich case the due date for such payment shall be the first preceding day that is a BusinessDay.
6. Prescription
After the Final Legal Maturity Date, any part of the nominal value of the Notes of any class orof the interest due thereon which remains unpaid will be automatically cancelled, so that noNoteholder, after such date, shall have any right to assert a claim in this respect against theFCT and the Compartment, regardless of the amounts which may remain unpaid after theFinal Legal Maturity Date.
7. Representation of the Noteholders
(a) The Masse
The Noteholders of each class will be automatically grouped for the defence of their respectivecommon interests in a masse (each a “Masse”).
If, and to the extent that, all Notes of a particular class are held by a single Noteholder (as willbe the case for the Class B Notes on the Closing Date), the rights, powers and authority of therelevant Masse will be vested in such Noteholder.
Each Masse shall be governed by:
(i) articles L. 228-46 et seq. of the Commercial Code and by the French decree no. 67-236 of 23 March 1967, as amended and codified in the Commercial Code, to theextent such provisions are applicable, given that the FCT, being a fonds commun detitrisation, has no legal personality, and is subject to the provisions of the GeneralRegulations and the Compartment Regulations; and
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(ii) articles L. 214-43 et seq. of the Monetary and Financial Code; and
(iii) the laws and regulations governing fonds communs de titrisation.
Notices for calling for a general meeting (assemblée générale) of the Noteholders of a class ofNotes (each a “Noteholders’ Meeting”) and resolutions passed at any Noteholders’ Meetingand any other decision to be published pursuant to French laws and regulations will bepublished as provided under Condition 8 (Notices).
(b) Status of each Masse
Each Masse will be a separate legal entity (personnalité civile) pursuant to the provisions ofarticle L. 228-46 and article L.228-47 of the Commercial Code represented by onerepresentative (each a “Noteholder Representative“). The relevant Masse alone, to theexclusion of any Noteholder of the relevant class of Notes, shall exercise the common rights,actions and benefits which may accrue now or in the future with respect to the relevant classof Notes.
(c) Noteholder Representative
(i) Appointment
Any person of French nationality or any citizen of any EU Member State resident in Francemay be appointed as a Noteholder Representative, provided that the following persons maynot be chosen as a Noteholder Representative in respect of a class of Notes:
(A) the Management Company or the Custodian;
(B) any person holding at least ten per cent (10%) of the share capital of the ManagementCompany and/or the Custodian or in respect of which the Management Companyand/or the Custodian holds at least ten per cent (10%) of the share capital;
(C) any person guaranteeing all or part of the obligations of the FCT;
(D) the Noteholder Representative in respect of the other class of Notes;
(E) the respective managers (gérants), general managers (directeurs généraux),members of the board of directors (conseil d’administration), of the executive board(directoire) or of the supervisory board (conseil de surveillance), statutory auditors(commissaires aux comptes) or employees of the above mentioned entities, and theirascendants, descendants and spouses; and
(F) the persons to whom the practice of banker is forbidden or who have been deprived ofthe rights of directing, administering or managing a business in whatever capacity.
The initial Noteholder Representative in respect of the Class A Notes will be (the ”Class ANoteholder Representative”):
Chantal GUERINCour des petites écuries77185 LognesFrance
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Deputy:
Françoise POUYMAYOU66 rue Claude Monnet94880 NoiseauFrance
In the event of death, resignation, retirement or revocation of a Noteholder Representative, asubstitute Noteholder Representative will be appointed by a Noteholders’ Meeting in respect ofthe relevant class of Notes.
Any interested party shall have the right to obtain the name and address of a NoteholderRepresentative at the office of the Management Company.
(ii) Powers of a Noteholder Representative
Each Noteholder Representative shall, in the absence of any decision to the contrary of therelevant Noteholders’ Meeting, have the power to make all decisions of management in orderto defend the common interests of the Noteholders of the relevant class of Notes. All legalproceedings against the Noteholders of a class of Notes or initiated by them must be broughtagainst the relevant Noteholder Representative or by it. Any legal proceedings that are notbrought in accordance with this provision shall not be legally valid. Neither the Noteholders ofa class of Notes nor a Noteholder Representative shall be entitled to interfere in themanagement of the affairs of the FCT.
(iii) Annual fee
The Compartment will pay an annual fee to each Noteholder Representative in an amountequal to € 300 (VAT excluded) or to be agreed on the appointment of the relevant NoteholderRepresentative. Such annual fee shall be paid on the Compartment Establishment Date andthereafter, on the Payment Date falling on or about each anniversary date of the CompartmentEstablishment Date.
(d) Noteholders' Meetings
(i) Convocation of a Noteholders’ Meetings
Noteholders’ Meetings shall be held in France and at any time, upon convocation by therelevant Noteholder Representative and, as the case may be, by the Management Company.One or more Noteholders of the relevant class of Notes holding at least one-thirtieth of theoutstanding Notes of that class may address to the relevant Noteholder Representative with acopy to the Management Company, a demand for convocation of a Noteholders’ Meeting inrespect of that class of Notes. If such Noteholders’ Meeting has not been convened within two(2) months from such demand, the Noteholders of the relevant class of Notes may commissionone of them to petition the competent court in Paris to appoint an agent (mandataire) who willcall the Noteholders’ Meeting.
Notice of the date, hour, place, agenda and quorum requirements of any Noteholders’ Meetingwill be notified as provided in Condition 8 (Notices) not less than fifteen (15) calendar daysprior to the date of the relevant Noteholders’ Meeting for the first convocation and not less thanten (10) calendar days in the case of a second convocation prior to the date of the reconvenedNoteholders’ Meeting.
Each Noteholder of a particular class of Notes shall have the right to participate in anyNoteholders’ Meeting in respect of that class of Notes in person or by proxy. Each Note of aclass carries the right to one vote in respect of that class of Notes.
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Any Noteholders’ Meeting not convened in accordance with the foregoing provisions shallnonetheless be validly convened if all the Noteholders of the relevant class of Notes arepresent or represented at the Noteholders' Meeting.
(ii) Powers of Noteholders’ Meetings
Noteholders’ Meetings are entitled to deliberate on the dismissal and replacement of therelevant Noteholder Representative, all measures intended to ensure the defence of theNoteholders of a class of Notes, any other common matter relating to a class of Notes and theConditions relating thereto and on any proposal aimed at amending the Conditions in respectof that class of Note, it being specified that Noteholders’ Meetings may not increase theobligations of the Noteholders of the relevant class of Note, establish unequal treatmentbetween those Noteholders nor alter the obligations of the Noteholders of the other class ofNotes.
(iii) Quorum and majority rules
Noteholders’ Meetings may deliberate validly on first convocation only if the Noteholders of therelevant class of Notes present or represented hold at least one fifth of the principal amountoutstanding the Notes of that class. On second convocation, no quorum shall be required.
Decisions at Noteholders’ Meetings shall be taken at a two-third majority of votes cast by theNoteholders of the relevant class of Notes attending, or represented at, such Noteholders’Meeting.
(iv) Notices of decisions and information of Noteholders of a class of Notes
Decisions of any Noteholders’ Meeting must be published in accordance with Condition 8(Notices) not later than ninety (90) calendar days from the date of such Noteholders’ Meeting.
Each Noteholder of a class of Notes or the Noteholder Representative in respect of that classof Notes shall have the right, during the fifteen (15) calendar day period preceding the holdingof a Noteholders’ Meeting in respect of the relevant class of Notes, to consult or make a copyof the text of the resolutions which will be proposed and of the reports which will be presentedat such Noteholders’ Meeting which will be available for inspection at the head office of theManagement Company and at the specified office of the Paying Agent and at any other placeas specified in the notice for that Noteholders’ Meeting.
(v) Expenses
The Compartment will pay all reasonable expenses relating to any notice and publicationmade in accordance with Condition 8 (Notices) of the Notes or incurred in the operation ofeach Masse, including reasonable expenses relating to the calling and holding of Noteholders’Meetings in respect of each class of Notes, and all reasonable administrative expensesresolved upon by a Noteholders’ Meeting.
8. Notice to Noteholders
Notices may be given to Noteholders in any manner deemed acceptable by the ManagementCompany provided that for so long as the Class A Notes are listed on the Paris StockExchange (Euronext Paris) such notice shall be in accordance with the rules of Euronext Paris.
Notices regarding the Class B Notes may be published by the Management Company on itswebsite or through any appropriate medium.
All such notices shall be notified to the Rating Agencies and the Autorité des MarchésFinanciers.
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In the event that the Management Company declares the dissolution of the Compartment afterthe occurrence of a Compartment Liquidation Event, the Management Company will notifysuch decision to the Noteholders within ten (10) Business Days. Such notice will be inaccordance with the rules of Euronext Paris. The Management Company may also notify suchdecision on its website or through any appropriate medium.
Noteholders will be deemed to have received notices made in accordance with this Condition 8three (3) Business Days after the date of their publication.
9. Limited Recourse and Assets Allocated to the Compartment
If on any applicable Payment Date with respect to any amount of principal or interest in respectof the Notes, the amounts available to make payments of principal and interest in respect ofany class of Notes from the Assets Allocated to the Compartment after payment, in particular,of the Compartment Expenses, any amounts due in respect of any Note ranking in priority tothe Notes of such class and any payment due under the Interest Rate Swap Agreementswhich ranks ahead of payments in respect of the Notes of such class in accordance with therelevant Priority of Payments, are insufficient to pay in full any amount of principal and/orinterest which is then due and payable in respect of the Notes of such class, any arrearsresulting therefrom shall be payable on the following Payment Date subject to the applicablePriority of Payments and to the extent of the Available Distribution Amount received from theAssets Allocated to the Compartment.
10. Further Issues
Under the Compartment Regulations, the FCT will not issue any further Notes after the ClosingDate in respect of the Compartment.
11. Governing Law and Submission to Jurisdiction
(a) Governing Law
The Notes and the Compartment Regulations are governed by and will be construed inaccordance with French law.
(b) Submission to Jurisdiction
All claims and disputes in connection with the Notes and the Compartment Regulations shallbe subject to the exclusive jurisdiction of the French courts having competence in commercialmatters.
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FRENCH TAXATION REGIME
The following is a summary limited to certain tax considerations in France relating to the ClassA Notes that may be issued by the FCT and specifically contains information on taxes on the incomefrom the securities withheld at source. This summary is based on the laws in force as of the date ofthis Offering Memorandum and are subject to any changes in law. It does not purport to be acomprehensive description of all the tax considerations which may be relevant to a decision topurchase, own or dispose of the Class A Notes. Each prospective holder or beneficial owner of Notesshould consult its tax adviser as to the tax consequences of any investment in or ownership anddisposition of the Class A Notes.
French tax treatment
Following the enactment of the French Amended Finance Act for 2009 (loi de financesrectificative pour 2009) # 2009-1674 dated 30 December 2009 (the “Law”), payments of interest andother income made by the FCT with respect to the Class A Notes will not be subject to the withholdingtax set out under article 125 A III of the Tax Code, unless such payments are made outside of Francein a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article238-0 A of the Tax Code (a “Non-Cooperative State”). If such payments under the Class A Notes aremade in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) tocertain exceptions summarised below and the more favourable provisions of any applicable double taxtreaty) pursuant to article 125 A III of the Tax Code.
Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply ifthe FCT can prove that the principal purpose and effect of a particular issue of Class A Notes was notthat of allowing the payment of interest or other income to be made in a Non-Cooperative State (the“Exception“). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French taxauthorities dated 22 February 2010, an issue of Class A Notes will benefit from the Exception withoutthe FCT having to provide any proof of the purpose and effects of such issue of Class A Notes is suchClass A Notes are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the Monetary andFinancial Code or pursuant to an equivalent offer in a State or territory other than a Non-Cooperative State (for this purpose, an "equivalent offer" means any offer requiring theregistration or submission of an offer document by or with a foreign securities marketauthority); or
(ii) admitted to trading on a French or foreign regulated market or a multilateral securities tradingsystem provided that (a) such market or system is not located in a Non-Cooperative State, (b)the operation of such market is carried out by a market operator or an investment servicesprovider or a similar foreign entity, and (c) such market operator, investment services provideror entity is not located in a Non-Cooperative State; or
(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securitiesclearing and delivery and payments systems operator within the meaning of Article L.561-2 ofthe Monetary and Financial Code, or of one or more similar foreign depositaries or operatorsprovided that such depositary or operator is not located in a Non-Cooperative State.
Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class ANotes, and, subject to their effective listing, the Exception will apply in respect of such Class A Notes.
Consequently, under current law, all payments of principal or interest by the FCT in respect ofthe Class A Notes will be made free from any withholding or deduction for or on account of any taximposed in France.
However, these principles are not exhaustive and may be modified by any legislative orregulatory amendment or any change in their implementation introduced by tax authorities after thedate of this Offering Memorandum. It is the responsibility of each potential subscriber or purchaser of
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offered Class A Notes to enquire, through its usual advisor, into the tax consequences of such asubscription or purchase, holding, or transmission of offered Class A Notes under French law and anyother applicable laws.
Payments of principal and interest in respect of the Class A Notes shall be made net of anywithholding tax (if any) applicable to the Class A Notes in the relevant State or jurisdiction and neitherthe FCT nor the Paying Agent shall be under any obligation to gross up such amounts or to pay anyadditional amounts as a consequence (see Condition 5(a) of the Notes).
EU Directive on the Taxation of Savings Income
The Savings Directive requires Member States to provide to the tax authorities of otherMember States details of payments of interest and other similar income paid by a person to anindividual in another Member State, except that Austria and Luxembourg will instead impose awithholding system for a transitional period unless during such period they elect otherwise.
In relation to French taxation, the Savings Directive has been implemented in French lawunder article 242 ter of the Tax Code and articles 49 I ter to 49 I sexies of the Schedule III to the TaxCode.
These provisions impose on paying agents based in France an obligation to report to theFrench tax authorities certain information with respect to interest payments made to beneficial ownersdomiciled in another Member State (or certain territories), including, among other things, the identityand address of the beneficial owner and a detailed list of the different categories of interest (within themeaning of the Savings Directive) paid to that beneficial owner.
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DESCRIPTION OF THE COMPARTMENT ACCOUNTS
Compartment Bank Account Agreement
The Compartment Accounts
On the Closing Date, the Management Company will ensure that the Custodian, in accordancewith the provisions of the Compartment Bank Account Agreement, will open the following bankaccounts in the name of the FCT with the Compartment Account Bank:
(A) the General Collection Account which shall be:
(i) credited with, on the Closing Date:
(A) the proceeds of the Class A Notes by (i) the Joint Lead Managers (asunderwriters of a portion of Class A Notes) and (ii) the Initial Subscriber (assubscribers of a portion of Class A Notes);
(B) the proceeds of the Class B Notes by Banque PSA Finance (as subscriber ofthe Class B Notes) and the proceeds of the Residual Units by Crédipar (assubscriber of the Residual Units); and
(C) the collections received from the Initial Selection Date to the First PurchaseDate, in relation with the Receivables purchased on such First Purchase Date;
(ii) debited by, on the First Purchase Date, the Principal Component Purchase Price ofthe Initial Receivables;
(iii) credited with, by no later than five (5) Business Days after their credit to the SpeciallyDedicated Bank Account, any amount of Available Collections standing to the credit ofthe Specially Dedicated Bank Account;
(iv) credited with, on each Payment Date, any amount required to be transferred on suchdate from the Commingling Reserve Account;
(v) debited by, on each Monthly Payment Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), any amount to betransferred to the Principal Account and the Interest Account;
(vi) debited by, on a Reduced Payment Date, any amount payable under items (a), (b) or(c) of the Interest Priority of Payments; and
(vii) debited by, on each Accelerated Payment Date by the Management Company duringthe Accelerated Amortisation Period, any amount payable out of the monies standingto the credit of the General Collection Account, pursuant to the Accelerated Priority ofPayments;
(B) the Principal Account which shall be:
(i) credited with, on each Monthly Payment Date (other than a Reduced Payment Date)during the Revolving Period and the Amortisation Period, the Available PrincipalCollections received during the immediately preceding Collection Period, provided thatany Available Collection in relation to which the Management Company has notreceived confirmation from the Servicer (whether in the Monthly Servicer Report orotherwise) as to whether they constitute or not Available Principal Collections shall bekept to the credit of the General Collection Account on the relevant Monthly PaymentDate notwithstanding any provision to the contrary in the Transaction Documents;
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(ii) credited with, on each Monthly Payment Date (other than a Reduced Payment Date),an amount equal to the Principal Deficiency Amount in accordance with the InterestPriority of Payments, as calculated by the Management Company;
(iii) debited by, on each Monthly Payment Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), any amounts payable outof the moneys standing to the credit of the Principal Account, pursuant to the PrincipalPriority of Payments;
(C) the Interest Account which shall be:
(i) credited with, on each Monthly Payment Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), the Available InterestCollections (after crediting the Principal Account according to the provisions ofparagraph (B)(i) above);
(ii) credited with, on each Monthly Payment Date during the Revolving Period and theAmortisation Period, any other amounts which together with (i) form the AvailableInterest Amount (it being agreed for the avoidance of doubt, that in respect of theGeneral Reserve, only amounts effectively used in the Interest Priority of Payments willbe transferred to the Interest Account), provided that any Available Collection inrelation to which the Management Company has not received confirmation from theServicer (whether in the Monthly Servicer Report or otherwise) as to whether theyconstitute or not Available Interest Collections shall be kept to the credit of the GeneralCollection Account on the relevant Monthly Payment Date notwithstanding anyprovision to the contrary in the Transaction Documents;
(iii) debited by, on each Monthly Payment Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), any amounts payable outof the monies standing to the credit of the Interest Account, pursuant to the InterestPriority of Payments; and
(iv) debited in full, on the Monthly Payment Date immediately preceding the firstAccelerated Payment Date of the Accelerated Amortisation Period, by the transfer ofall monies standing to its credit to the General Collection Account;
(D) the General Reserve Account which shall be:
(i) credited by the Seller with, on the Closing Date, the amount of the General ReserveCash Deposit;
(ii) credited, on any Monthly Payment Date (other than a Reduced Payment Date), with anamount equal to (x) the excess (if any) of the General Reserve Required Amount over(y) the current General Reserve, by debiting the Interest Account in accordance withitem (d) of the Interest Priority of Payments;
(iii) credited on any Accelerated Payment Date, with an amount equal to (x) the excess (ifany) of the General Reserve Required Amount over (y) the current General Reservepursuant to the Accelerated Priority of Payments;
(iv) debited, on any Monthly Payment Date (other than a Reduced Payment Date), of anamount equal to (x) the excess (if any) of the current General Reserve over (y) theGeneral Reserve Required Amount, which amount shall be credited on the InterestAccount;
(v) debited, as the case may be, by, on each Monthly Payment Date), any amountspayable out of the moneys standing to the credit of the General Reserve Accountpursuant to the then applicable Priority of Payments;
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(E) the Commingling Reserve Account which shall be:
(i) on the Closing Date, credited by the Servicer with the necessary amounts in order forthe credit standing to the Commingling Reserve Account to be at least equal to theCommingling Reserve Required Amount applicable on the Closing Date;
(ii) if, on any Monthly Settlement Date, the Commingling Reserve needs to be adjusted inorder to comply with the Commingling Reserve Required Amount:
(a) credited by the Servicer on that Monthly Settlement Date with the necessaryamounts in order for the credit standing to the Commingling Reserve Accountto be at least equal to the Commingling Reserve Required Amount applicableon that Settlement Date; or
(b) debited by the Management Company on the immediately following PaymentDate, in order to repay the Commingling Reserve Decrease Amount to theServicer,
it being understood that all amounts of interest received from the investment of theCommingling Reserve and standing, as the case may be, to the credit of theCommingling Reserve Account, shall not be taken into account; and
(iii) debited in the event of a breach by the Servicer of its financial obligations (obligationsfinancières) under the Master Servicing Agreement, up to the amount of the breachedfinancial obligations (obligations financières) of the Servicer.
Opening of Collateral Accounts
If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to theFCT, the Management Company will open a separate account (the “Collateral Cash Account”) inwhich such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in theform of securities is provided, the Management Company will be required to open a custody account inwhich such securities provided by the Interest Rate Swap Counterparty will be held (the “CollateralCustody Account” and, together with the Collateral Cash Account, the “Collateral Accounts”).
No payments or deliveries may be made in respect of the Collateral Accounts other than thetransfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate SwapCounterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upontermination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest RateSwap Counterparty to the FCT, in which case, the collateral held on the Collateral Accounts may (i)form a part of the Available Interest Amount of the FCT and be applied in accordance with theapplicable Priority of Payments and/or (ii) be used outside the application of any Priority of Paymentsto pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter intoa new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of theforegoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority ofPayments.
Release of the Commingling Reserve
Upon liquidation of the Compartment and subject to the Servicer having complied in full with itsfinancial obligations (obligations financières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will be released and retransferred directlyto the Servicer.
Allocation of the Compartment Accounts
Each of the above Compartment Accounts is exclusively allocated by the ManagementCompany to the operation of the Compartment in accordance with the provisions of the Compartment
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Bank Account Agreement and the Compartment Regulations. None of the Compartment Accounts canbe used, directly or indirectly, for the operation or payment of any cash flow in respect of any othercompartment of the FCT that may be established from time to time by the Management Company andthe Custodian.
The Management Company is not entitled to pledge, assign, delegate or, more generally,grant any title in or right whatsoever over the Compartment Accounts to third parties. The amountscredited to the Compartment Accounts can be (i) allocated, subject to the applicable Priority ofPayments, to the purchase of Purchased Receivables from the Seller during the Revolving Period andto the payment of the corresponding Purchase Price (except for the Commingling Reserve Accountand the General Reserve Account), (ii) allocated to the payment of the Compartment Expenses, theprincipal and interest amounts due in respect of the Notes and to the payment of any amounts due tothe Interest Rate Swap Counterparties (including, without limitation, any Net Swap Amounts, Net SwapAmount Arrears, Swap Termination Amounts and Swap Termination Amounts Arrears), and (iii)invested by the Compartment Cash Manager in Authorised Investments.
Change of the Compartment Account Bank
Pursuant to the Compartment Bank Account Agreement:
(a) the Management Company (i) may on 30-days prior written notice or (ii) shall within 15Business Days, if the Compartment Account Bank ceases to have the Account Bank RequiredRatings, terminate the appointment of the Compartment Account Bank; and
(b) the Compartment Account Bank may resign on giving 30-days prior written notice to theManagement Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but withoutlimitation that a new compartment account bank with the Account Bank Required Ratings has beenappointed).
Governing Law
The Compartment Bank Account Agreement is governed by French law and all claims anddisputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competentcourts in commercial matters within the jurisdiction the Cours d’Appel of Paris.
Credit and debit of the Compartment Accounts
In accordance with the provisions of the Compartment Regulations, the ManagementCompany will give such instructions as are necessary to the Custodian and the Compartment Bank toensure that each of the Compartment Accounts is credited or, as the case may be, debited in themanner described above under Section “DESCRIPTION OF THE COMPARTMENT ACCOUNTS –Compartment Bank Account Agreement – The Compartment Accounts”.
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NO RECOURSE AGAINST THE FCT
Each of the Seller, the Servicer, the Management Company, the Custodian, the CompartmentAccount Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the PayingAgent , the Junior Swap Provider and the Data Protection Agent has undertaken irrevocably to waiveany right of contractual recourse whatsoever which it may have against the Compartment and moregenerally the FCT in respect of the establishment and the operation of the Compartment.
Pursuant to Class A Notes Underwriting and Subscription Agreement, the Joint LeadManagers and the Initial Subscribers have (a) expressly and irrevocably acknowledged that their rightsover the assets of the FCT are limited to the assets allocated to the Compartment and subject to theprovisions of the Compartment Regulations (including, without limitation, the Priority of Payments setout therein); (b) expressly and irrevocably acknowledged that they shall have no rights in any assetsallocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all theirrights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by anymeans.
Pursuant each Interest Rate Swap Agreement, each Interest Rate Swap Counterparty has (a)expressly and irrevocably acknowledged that their rights over the assets of the FCT are limited to theassets allocated to the Compartment and subject to the provisions of the Compartment Regulations(including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocablyacknowledged that they shall have no rights in any assets allocated to any other compartment of theFCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned inparagraph (b) above, in any circumstances and by any means.
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CREDIT STRUCTURE
Representations and warranties related to the Receivables
In accordance with the provisions of the Master Purchase Agreement, the Seller will givecertain representations and warranties relating to the transfer of Purchased Receivables to the FCT,including as to the compliance of the Purchased Receivables with the Eligibility Criteria. Withoutprejudice to such representations and warranties, the Seller does not guarantee the solvency of theDebtors or the effectiveness of the related Ancillary Rights (see Section “DESCRIPTION OF THEAUTO LOANS CONTRACTS AND THE RECEIVABLES”).
Interest Rate Swap Agreements
General Description
Each Interest Rate Swap Agreement is entered into between the FCT and an Interest RateSwap Counterparty, according to the provisions of the FBF Master Agreement of July 2007, with theexclusive aim of enabling the FCT to meet its interest obligations due in respect of the Class A Notes.The object of the Interest Rate Swap Agreements is to hedge the FCT against the risk of a differencebetween (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to theClass A Notes, on each relevant Payment Date and (b) the fixed interest rate payments received inrespect of the Receivables allocated to the Compartment.
Each FBF Master Agreement (as amended and supplemented by the relevant schedules andconfirmation) is governed by French law. All claims and disputes relating thereto shall be subject tothe exclusive jurisdiction of the French courts having competence in commercial matters.
Payments under the Interest Rate Swap Agreement
In accordance with each Interest Rate Swap Agreement, (a) each of the Interest Rate SwapCounterparties will pay to the FCT, on each relevant Payment Date, the Net Swap Amount (ascalculated on the basis of the Floating Amount and the Fixed Amount) severally but not jointly (sanssolidarité) or (b) the FCT will pay on a pro rata and pari passu basis on each relevant Payment Date,the Net Swap Amount to each Interest Rate Swap Counterparty in accordance with the relevantPriority of Payments.
Notional Amount
The Swap Notional Amount of the transaction entered into under the Interest Rate Swap Agreementswill be equal to:
(a) for any day on or before the first Payment Date: € 956,000,000; and
(b) for any day thereafter, the minimum of (x) the aggregate of the Effective Outstanding Balanceof the Performing Receivables on the Determination Date immediately preceding the PaymentDate on or immediately preceding such day and (y) the aggregate of the Principal AmountOutstanding of the Class A Notes on the Payment Date on or immediately preceding such day,as calculated by the Management Company.
Termination and early termination
The Management Company on behalf of the FCT, in its own discretion, as the case may bewill have the right, to terminate the Interest Rate Swap Agreements early in the followingcircumstances:
(a) upon the occurrence of any of the following events: (i) the entire issue of Notes and ResidualUnits has not been completed on the Closing Date or any other later agreed date; or (ii) both
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(aa) after the issue of the Notes and the Residual Units, the Joint lead Managers, the InitialSubscribers, the Class B Subscriber and the Seller (in its capacity as subscriber of theResidual Units) are not able to pay the full amount resulting from the proceeds of the issue ofthe Notes and the Residual Units; and (bb) the total amount of the amounts received in respectof the Notes and the Residual Units, for any reason whatsoever, is less than the entire InitialPurchase Price of the Purchased Receivables on the Initial Purchase date; and
(b) upon the occurrence, with respect to the Interest Rate Swap Counterparty, of any of theEvents of Defaults described in the Interest Rate Swap Agreement where the Interest RateSwap counterparty is the defaulting party or of any of the Changes in Circumstances describedin the Interest Rate Swap Agreement where the Interest Rate Swap counterparty is theaffected party.
Each Interest Rate Swap Counterparty will have the right to terminate the Interest Rate SwapAgreement to which it is a party early in the following circumstances:
(a) upon the occurrence of either of the following events: (i) any provision of the TransactionDocuments affecting the amount, timing or priority of payments is amended without theconsent of the Interest Rate Swap Counterparty, or any provision of the TransactionsDocuments is amended without the consent of the Interest Rate Swap Counterparty where theSeller holds all the Notes; or (ii) the Management Company announces its intention to liquidatethe Compartments or any one party holding the entirety of the Notes requests the same; and
(b) upon the occurrence, with respect to the FCT, of any of the Events of Defaults described in thearticle 7.1.1.1 of the Interest Rate Swap Agreement or of any of the Changes in Circumstancesdescribed in the articles 7.2.1.1, 7.2.1.3 and 7.2.1.5 of the Interest Rate Swap Agreement.
Upon such early termination of the Interest Rate Swap Agreement as described above, theFCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the otherparty.
In case the Interest Rate Swap Counterparty is the defaulting party, the amount of any suchtermination payment will be based on the replacement value of the swap transaction.
In case the FCT is the defaulting party, the amount of any such termination payment will bebased on the total losses and costs incurred (or gain, in which case expressed as a negative number)of the non-defaulting party in connection with the termination of the Interest Rate Swap Agreement,including in respect of any payment or delivery required to have been made, any loss of bargain, costof funding, or loss or cost incurred as a result of terminating, liquidating, obtaining or re-establishingany hedge or related trading position. The non-defaulting party’s legal expenses and out-of-pocketexpenses incurred enforcing or protecting its rights under the Interest Rate Swap Agreement areexcluded from the calculation of loss.
In case of early termination, the Senior Swap Subordinated Termination Payments will ranklower in priority than payments to the holders of the Class A Notes pursuant to the Priorities ofPayments.
Tax Gross-up
In the event that the FCT is obliged, at any time, to deduct or withhold any amount for or onaccount of any withholding tax from any sum payable by the FCT under either Interest Rate SwapAgreement, the FCT is not liable to pay to the relevant Interest Rate Swap Counterparty any suchadditional amount. For the avoidance of doubt, the non-payment by the FCT of any such additionalamount will not entitle the relevant Interest Rate Swap Counterparty to terminate the Interest RateSwap Agreement.
If any of the Interest Rate Swap Counterparties is obliged, at any time, to deduct or withholdany amount for or on account of any tax from any sum payable to the FCT under the relevant Interest
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Rate Swap Agreement, the relevant Interest Rate Swap Counterparty shall (i) notify the ManagementCompany as soon as possible of such Change of Circumstances (as such term is defined in therelevant Interest Rate Swap Agreement) and (ii) pay such additional amount to the FCT that, whenconsidering that amount of deductions required to be made by relevant Interest Rate SwapCounterparty or of withholding tax payable by relevant Interest Rate Swap Counterparty, would resultin the FCT receiving the amount that it would have received had no such deductions be made orwithholding been paid.
In both cases referred to in the two paragraphs above, the parties shall attempt in good faithfor a period of 30 days to find a mutually satisfactory solution to avoid such deduction or withholding asfollows:
(a) the parties to the relevant Interest Rate Swap Agreement shall use their reasonable efforts toamend, modify or restructure the interest rate swap transaction in order to avoid suchdeduction or withholding; or
(b) the relevant Interest Rate Swap Counterparty shall use its reasonable efforts to transferwithout the prior approval of the Management Company and the Custodian all its rights andobligations under the relevant Interest Rate Swap Agreement to another of its offices oraffiliates so that such deduction or withholding will not be required provided that (i) such officeor affiliate is an Eligible Replacement satisfying the Transfer Conditions, (ii) the ratingassigned to the Class A Notes then outstanding is not adversely affected by a transfer to suchoffice or affiliate, and (iii) such transfer complies with all applicable laws and regulationsapplicable for French fonds communs de titrisation; or
(c) if such transfer to another office or affiliate of the relevant Interest Swap Counterparty is notpossible, that Interest Rate Swap Counterparty shall use its reasonable efforts to transfer all itsrights and obligations under the relevant Interest Rate Swap Agreement to a replacement thirdparty which should be satisfactory to the Management Company and the Custodian providedthat (i) such third party shall has the Swap Counterparty Required Ratings or whoseobligations are fully guaranteed by such a third party, (ii) the rating assigned to the Class ANotes then outstanding is not adversely affected by a transfer to such third party, and (iii) suchthird replacement party complies with all applicable laws and regulations applicable for Frenchfonds communs de titrisation.
If at the expiration of such period, no solution has been found, the Management Company willhave the right by notice to the relevant Interest Rate Swap Counterparty to terminate the transactionaffected by the Change of Circumstances. Such notice shall specify the applicable termination dateunder the terms of the relevant Interest Rate Swap Agreement.
Without prejudice to the foregoing, the Management Company may terminate the transactionat any time after reception of the notification of a Change of Circumstances by the Interest Rate SwapCounterparty if it finds a third party acceptable under the conditions set out in paragraph (b) above.
Ratings downgrade of Interest Rate Swap Counterparty
If any of the Interest Rate Swap Counterparty’s debt ratings fall below the Swap CounterpartyRequired Ratings, under the terms of the Interest Rate Swap Agreement, the Interest Rate SwapCounterparty will be required to take certain remedial measures at its own cost and within a prescribedperiod of time which may include one or more of the following: (i) providing collateral under the creditsupport annex in respect of its obligations under the Interest Rate Swap Agreement; (ii) arranging forits obligations under the Interest Rate Swap Agreement to be transferred to an entity with the SwapCounterparty Required Ratings; (iii) procuring another entity with at least the Swap CounterpartyRequired Ratings to become co-obligor or guarantor in respect of its obligations under the InterestRate Swap Agreement; and/or (iv) if applicable, the taking of such other action as it may notified to theRating Agencies.
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A failure to take such remedial measures, subject to certain conditions, will give the FCT theright to terminate the Interest Rate Swap Agreement. Upon such termination of the Interest RateSwap Agreement, the FCT or the Interest Rate Swap Counterparty may be liable to make atermination payment to the other party.
Transfer by Interest Rate Swap Counterparty
Pursuant to each Interest Rate Swap Agreement, the Interest Rate Swap Counterparty shallbe entitled to arrange for the transfer of its rights and obligations under the Interest Rate SwapAgreement with a counterparty that is an eligible replacement pursuant to the Interest SwapAgreement, upon prior written notice to the Management Company subject to the satisfaction of certainconditions, which may include that: (i) the transferee contracts with the FCT on terms that (A) have thesame effect as the terms of the relevant Interest Rate Swap Agreement in respect of any obligation(whether absolute or contingent) to make payment or delivery after the effective date of such transferand (B) insofar as they do not relate to payment or delivery obligations, are, in all material respects, noless beneficial for the FCT than the terms of the said Interest Rate Swap Agreement immediatelybefore such transfer.
Collateral arrangements
The FCT and each Interest Rate Swap Counterparty have entered into a credit support annexwhich forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateralwill be provided by the Interest Rate Swap Counterparty to the FCT in the event that the Interest RateSwap Counterparty ceases to have the Swap Counterparty Required Ratings.
If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to theFCT, the Management Company will open a separate account (the “Collateral Cash Account”) inwhich such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in theform of securities is provided, the Management Company will be required to open a custody account inwhich such securities provided by the Interest Rate Swap Counterparty will be held (the “CollateralCustody Account” and, together with the Collateral Cash Account, the “Collateral Accounts”).
No payments or deliveries may be made in respect of the Collateral Accounts other than thetransfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate SwapCounterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upontermination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest RateSwap Counterparty to the FCT, in which case, the collateral held on the Collateral Accounts may (i)form a part of the Available Interest Amount of the FCT and be applied in accordance with theapplicable Priority of Payments and/or (ii) be used outside the application of any Priority of Paymentsto pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter intoa new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of theforegoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority ofPayments.
Junior Swap Agreement
The Junior Swap Agreement is governed by French law and entered into between the JuniorSwap Provider and the FCT in respect of the Compartment, pursuant to a FBF Master Agreement ofJuly 2007 (as amended and supplemented by a schedule and a confirmation), with the exclusive aimof enabling the FCT to meet its interest obligations due in respect of the Class B Notes. The object ofthe Junior Swap Agreement is to hedge the FCT against the difference between (a) the EURIBORReference Rate applicable for the relevant Interest Period in relation to the Class B Notes, on eachrelevant Payment Date and (b) the relevant proportion of the fixed interest rate payments received inrespect of the Receivables allocated to the Compartment.
As such, the Junior Swap Notional Amount of the transaction entered into under the JuniorSwap Agreement will be equal to:
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(a) for any day on or before the first Payment Date: € 94,000,000; and
(b) for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Noteson the Payment Date on or immediately preceding such day, as calculated by theManagement Company.
In accordance with the Junior Swap Agreement, (a) the Junior Swap Provider will pay to theFCT, on each relevant Payment Date, the Net Junior Swap Amount (as calculated on the basis of theFloating Amount and the Fixed Amount) severally but not jointly (sans solidarité) or (b) the FCT willpay on each relevant Payment Date, the Net Junior Swap Amount to the Junior Swap Provider inaccordance with the relevant Priority of Payments.
The Junior Swap Agreement may be terminated early upon the occurrence of certain Events ofDefault and Changes in Circumstances (each as defined therein) commonly found in standard FBFdocumentation.
General
The rights of the Class B Noteholders to receive payments of principal shall be subordinated tothe rights of the Class A Noteholders to receive such amounts of principal, except in case of a PartialEarly Amortisation. The rights of the Class B Noteholders to receive payments of interest shall besubordinated to the rights of the Class A Noteholders to receive such amounts of interest. Thepurpose of this subordination is to guarantee, without prejudice to the rights attached to Class B Notes,the regularity of payments of amounts of principal to the Class A Noteholders.
Subordination
Credit protection for the Class A Notes will be provided by the subordination of payments ofprincipal and interest in respect of the Class B Notes. Such subordination consists of the rightsgranted to the Class A Noteholders to receive on each Payment Date:
(a) any amounts of interest in priority to any amounts of interest payable to the Class BNoteholders; and
(b) any amounts of principal in priority to any amounts of principal payable to the Class BNoteholders;
provided that during the Accelerated Amortisation Period, the amounts of interest payable in respect ofClass B Notes are subordinated to the amounts of principal payable in respect of Class A Notes.
Deferred Purchase Price
Under the Master Purchase Agreement, the Seller may decide, in respect of any AdditionalReceivable, to indicate in the relevant Purchase Offer, for that Additional Receivable, an AdjustedInterest Rate being greater than its Contractual Interest Rate. In such case, Tthat Adjusted InterestRate shall be regarded as the Effective Interest Rate of that Additional Receivable and be used assuch for the determinations and computations to be carried out pursuant to the TransactionDocuments, and a Deferred Payment of the Purchase Price shall apply in respect of that AdditionalReceivable. In that case, the Principal Component Purchase Price of any such Additional Receivableshall be equal to its Adjusted Outstanding Balance as at the relevant Determination Date that shall belower than its Outstanding Balance as of such date, the positive difference between these twoamounts being the Deferred Purchase Price of the corresponding Additional Receivable. ThatDeferred Purchase Price shall be repaid out of the relevant Priorities of Payments and such paymentshall be subordinated, inter alia, to any payment to be made in respect of the Notes under each suchPriorities of Payments.
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General Reserve
General Reserve Cash Deposit
Under the Master Purchase Agreement, the Seller has undertaken to guarantee theperformance of the Purchased Receivables, up to a limit equal to the amount of the General ReserveCash Deposit, in accordance and subject to the provisions of the General Reserve Cash DepositAgreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the Monetary and FinancialCode and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee for itsfinancial obligations (obligations financières) under such performance guarantee, the Seller hasagreed to make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remised’espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made onceand for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenishthat General Reserve Cash Deposit nor to pay any additional amount under that performanceguarantee after the Closing Date.
The General Reserve Cash Deposit is credited to the General Reserve Account opened in thename of the FCT with the Compartment Account Bank and is used to constitute the initial balance ofthe General Reserve.
Purpose of the General Reserve
The General Reserve will be used in accordance and subject to the relevant Priority ofPayments. The General Reserve Cash Deposit and, more generally, any sums credited from time totime to the General Reserve Account may not be used for the purchase by the FCT of PurchasedReceivables allocated to the Compartment.
Investment of the moneys standing to the credit of the General Reserve Account
According to the provisions of the Compartment Cash Management Agreement, theCompartment Cash Manager is responsible, upon appropriate instructions given by the ManagementCompany, for investing the General Reserve. The share of the corresponding financial proceedsreceived from such investment will be paid directly to the Seller on each Payment Date for the samevalue date upon instruction given by the Management Company and the Custodian to theCompartment Account Bank.
Adjustment of the General Reserve
For the purpose of the application of the Priorities of Payments, the General Reserve is part ofthe Available Distribution Amount.
During the Revolving Period and the Amortisation Period:
(a) subject to the application of the Interest Priority of Payments, the Management Company willdebit the Interest Account and credit the General Reserve Account of the amount necessaryso that the General Reserve is equal to the applicable General Reserve Required Amount;and
(b) if the General Reserve is higher than the General Reserve Required Amount, theManagement Company will decrease the General Reserve by debiting the General ReserveAccount and crediting the Interest Account with an amount equal to the difference between theGeneral Reserve and the applicable General Reserve Required Amount, for repayment of thethen outstanding General Reserve Cash Deposit to the Seller pursuant to item (i) of theInterest Priority of Payments.
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During the Accelerated Amortisation Period:
(a) subject to the application of the Accelerated Priority of Payments, the Management Companywill credit the General Reserve Account of the amount necessary so that the General Reserveis equal to the applicable General Reserve Required Amount; and
(b) if the General Reserve is higher than the General Reserve Required Amount, theManagement Company will decrease the General Reserve by debiting the General ReserveAccount and crediting the General Collection Account with an amount equal to the differencebetween the General Reserve and the applicable General Reserve Required Amount, forrepayment of the then outstanding General Reserve Cash Deposit to the Seller pursuant toitem (m) of the Accelerated Priority of Payments.
Release of the General Reserve Cash Deposit
The General Reserve Cash Deposit will be released and retransferred to the Seller on eachPayment Date, if and to the extent not otherwise reimbursed, to the extent of available funds and inaccordance with and subject to the relevant Priority of Payments.
Upon the liquidation of the Compartment and subject to the full payment of any amounts dueby the FCT in respect of the Compartment to the Class A Noteholders and the Class B Noteholders inaccordance with the applicable Priority of Payments, the General Reserve will be retransferred directlyto the Seller up to the amount of the General Reserve Cash Deposit not otherwise reimbursed on apreceding Payment Date.
Credit Enhancement
Excess Margin
Irrespective of the hedging and protection mechanisms set out under this section, the firstprotection for the holders of the Notes derives, from time to time, from the existence of an ExcessMargin.
Class A Notes
Credit enhancement for the Class A Notes will be provided by (i) the Excess Margin, (ii) thesubordination of payments of interests due in respect of the Class B Notes to the payments of interestsdue in respect of the Class A Notes and (iii) the subordination of payments of principal due in respectof the Class B Notes to the payments of principal due in respect of the Class A Notes, (iv) the GeneralReserve (see “CREDIT STRUCTURE – General Reserve”) and (v) the Residual Units.
In the event that the credit enhancement provided by the General Reserve is reduced to zerowithout any possibility of being further increased by debiting the Interest Account and the protectionprovided by Residual Units and the Class B Notes is reduced to zero, the Class A Noteholders willdirectly bear the risk of loss of principal and interest related to the Purchased Receivables.
Global Level of Credit Enhancement provided to holders of the Notes
On the First Purchase Date, the Class B Notes provide the holders of the Class A Notes withtotal credit enhancement equal to 8.9 per cent. of the sum of the initial nominal value of the Class ANotes and the Class B Notes. Additional credit enhancement is provided with respect to the ExcessMargin equal to approximately 4.45 per cent. at the Closing Date.
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Additional support is provided by the General Reserve, subject to the specific rules pertainingto the allocation thereof, at a level equal to 1 per cent. of the Principal Amount of the Class A Notesand of the Class B Notes.
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DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY
The information contained in this section related to BNP Paribas has been obtained from BNPParibas and is furnished solely to provide limited information regarding BNP Paribas and does notpurport to be comprehensive.
BNP Paribas, is a société anonyme, whose registered office is located at 16 boulevard desItaliens, 75009 Paris (France).
BNP Paribas, a leading provider of banking and financial services in Europe, has fourdomestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It ispresent in over 80 countries and has more than 200,000 employees, including 160,000 in Europe.
BNP Paribas holds key positions in its three activities:
- Retail Banking, which includes the following operating entities:
- French Retail Banking (FRB);
- BNL banca commerciale (BNL bc), Italian retail banking;
- BeLux Retail Banking;
- Europe-Mediterranean;
- BancWest;
- Personal Finance;
- Equipment Solutions;
- Investment Solutions;
- Corporate and Investment Banking (CIB).
The acquisition of Fortis Bank and BGL has strengthened the Retail Banking businesses inBelgium and Luxembourg, as well as Investment Solutions and Corporate and Investment Banking.
BNP Paribas is the parent company of the BNP Paribas Group.
At 31 December 2010, the BNP Paribas Group had consolidated assets of € 1,998.2 billion(compared to € 2,057.7 billion at 31 December 2009), consolidated loans and receivables due fromcustomers of € 684.7 billion (compared to € 678.8 billion at 31 December 2009), consolidated itemsdue to customers of € 580.9 billion (compared to € 604.9 billion at 31 December 2009) andshareholders' equity (Group share) of € 74.6 billion (compared to € 69.5 billion at 31 December 2009).Pre-tax net income at 31 December 2010 was € 13.0 billion (compared to € 9.0 billion at 31 December2009). Net income, BNP Paribas Group share, at 31 December 2010 was € 7.8 billion (compared to€5.8 billion at 31 December 2009).
The information contained herein relates to BNP Paribas and has been obtained from it. Thedelivery of this Offering Memorandum shall not create any implication that there has been no changein the affairs of BNP Paribas since the date hereof, or that the information contained or referred toherein is correct as of any time subsequent to such date.
This description of the Interest Rate Swap Counterparty does not purport to be a summary of,and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of theTransaction Documents.
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The delivery of this Offering Memorandum will not create any implication that there has beenno change in the affairs of the Interest Rate Swap Counterparty since the date hereof, or that theinformation contained or referred to in this section is correct as of any time subsequent to its date.
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DESCRIPTION OF SOCIÉTÉ GÉNÉRALE AS INTEREST RATE SWAP COUNTERPARTY
The information contained in this section related to Société Générale has been obtained fromSociété Générale and is furnished solely to provide limited information regarding Société Générale anddoes not purport to be comprehensive.
Société Générale is a French limited liability company (société anonyme) having the status ofa bank and is registered in France in the Trade and Companies Register under number 552120222. Ithas its registered office at 29 Boulevard Haussman, 75009 Paris, France and its head office at TourS.G., 17, Cours Valmy, 97972 Paris La-Défense.
Société Générale serves corporates, financial institutions and investors in over 85 countriesacross Europe, the Americas and Asia. Combining innovation and quality of execution, SociétéGénérale provides value-added integrated financial solutions and is a reference bank in its five corebusinesses: French networks / International Retail Banking / Specialised Financing and Assurances /Private Banking, Global Investment Management and Services / Corporate and Investment Banking.
Société Générale was incorporated by deed approved by the decree of 4 May 1864. SociétéGénérale shareholders’ equity stood at Euro 51 billion at December 31, 2010. The total assets ofSociété Générale and its subsidiaries were Euro 1,132.1 billion as of December 31, 2010.
On June 16, 2011, Société Générale’s long-term rating was Aa2 at Moody’s, A+ at Fitch andA+ at Standard & Poor’s.
The information contained herein relates to Société Générale and has been obtained from it.The delivery of this Prospectus shall not create any implication that there has been no change in theaffairs of Société Générale since the date hereof, or that the information contained or referred to hereinis correct as of any time subsequent to such date.
This description of the Interest Rate Swap Counterparty does not purport to be a summary of,and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of theTransaction Documents.
The delivery of this Prospectus will not create any implication that there has been no change inthe affairs of the Interest Rate Swap Counterparty since the date hereof, or that the informationcontained or referred to in this section is correct as of any time subsequent to its date.
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COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES
Introduction
In accordance with the Compartment Cash Management Agreement and by derogation to theprovisions of the General Regulations, the Management Company has appointed the CompartmentCash Manager to invest the Compartment Cash. The Compartment Cash Manager has undertaken tomanage the Compartment Cash in accordance with the provisions of the following investment rules.
Authorised Investments
A securities account shall be associated with the Compartment Accounts opened in the booksof the Compartment Account Bank.
The Compartment Cash Manager may, subject to the applicable Priority of Payments, investthe Compartment Cash in the following Authorised Investments:
1. deposits with a credit institution as referred to in paragraph 1° of article R. 214-95 of theMonetary and Financial Code, the short-term unsecured and unsubordinated debt obligationsof which are rated at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings hasnot publicly announced that such rating is on “rating watch negative”) and F1 (short term) byFitch Ratings and P-1 (short term) and/or A2 (long term) by Moody’s, provided that suchdeposits shall be able to be withdrawn or repaid at any time, so that upon the FCT's requestthe corresponding funds shall be made available within 24 hours;
2. treasury bills (bons du trésor) denominated in Euros which are rated at least (x) AA- (longterm) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced thatsuch rating is on “rating watch negative”) or F1+ (short term) by Fitch Ratings, where residualmaturities are from 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, ifequal to A, Fitch Ratings has not publicly announced that such rating is on “rating watchnegative”) or F1 (short term), where residual maturities are up to 30 calendar days and (y) Aaaby Moody’s;
3. debt instruments (titres de créances) referred to in paragraph 3° of article R. 214-95 of theMonetary and Financial Code, denominated in Euros and rated by Fitch Ratings and Moody’sas follows, subject to such securities being admitted for trading on a regulated market locatedin a European Economic Area member state and not conferring any direct or indirect right tothe share capital of any company:
(A) the issuer of the securities shall be rated at least AA- (long term) by Fitch Ratings(and, if equal to AA-, Fitch Ratings has not publicly announced that such rating is on“rating watch negative”) and F1+ (short term) by Fitch Ratings; and
(B) the relevant securities shall be rated (x) at least AA- (long term) by Fitch Ratings (and,if equal to AA-, Fitch Ratings has not publicly announced that such rating is on “ratingwatch negative”) or F1+ (short term) by Fitch Ratings, where residual maturities arefrom 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, if equalto A, Fitch Ratings has not publicly announced that such rating is on “rating watchnegative”) or F1 (short term), where residual maturities are up to 30 calendar days and(y) P-1 (short term) by Moody’s; and
4. negotiable debt instruments (titres de créances négociables) within the meaning of articlesL. 213-1 et seq. of the Monetary and Financial Code, denominated in Euros. The issuer of thenegotiable debt instruments shall be rated at least AA- (long term) by Fitch Ratings (and, ifequal to AA-, Fitch Ratings has not publicly announced that such rating is on “rating watch
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negative”) and F1+ (short term) by Fitch Ratings and Aaa (for long-term securities) by Moody’sand P-1 by Moody’s (for the short-term debt securities),
it being understood that the Management Company will ensure that the Compartment Cash Managercomplies with the investment rules described below.
Investment rules
The Management Company will verify that the Compartment Cash Manager manages theCompartment Cash in accordance with the investment criteria contained in Section “AuthorisedInvestments” above, provided that the Management Company will remain liable to the Noteholders andthe Residual Unitholders for the control and verification of the investment rules.
These investment rules tend to remove any risk of loss in principal and to provide for aselection of securities whose credit quality does not risk a review of the ratings of the Class A Notes.Save for money market mutual fund shares (SICAV monétaires) and mutual fund units (parts de fondscommuns de placement), the securities shall have a stated maturity date and shall not be disposed ofbefore their maturity date, except in exceptional circumstances under instructions of the ManagementCompany, when justified by the need to protect the interests of the Noteholders and of the ResidualUnitholders, such as when the situation of the issuer of the securities gives cause for concern, wherethere is a risk of market disruption or of inter-bank payment disruption at the maturity date of therelevant securities.
There will be no investment whose maturity date would overrun the Final Legal Maturity Date.Each of the investments with a maturity date will mature at the latest on the immediately followingMonthly Settlement Date.
Compartment Cash Management Agreement
The Compartment Cash will be managed by the Compartment Cash Manager in accordancewith the provisions of the Compartment Cash Management Agreement and with the above mentionedinvestment rules. The Compartment Cash Management Agreement will be executed on the ClosingDate and may be amended from time to time.
Termination of the Compartment Cash Management Agreement
Pursuant to the Compartment Cash Management Agreement, either the ManagementCompany or the Compartment Cash Manager (on giving 30-days prior written notice to theManagement Company and the Custodian) may terminate the Compartment Cash ManagementAgreement, provided that the conditions precedent set out therein are satisfied (and in particular butwithout limitation that a new compartment cash manager has been appointed).
The Compartment Cash Management Agreement shall terminate automatically on theCompartment Liquidation Date.
The Management Company may terminate the Compartment Cash Management Agreement if(i) the entire issue of the Notes has not been completed on the Closing Date or at any later dateagreed between the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, theJoint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in itscapacity as subscriber of the Residual Units) are not able to pay the full amount resulting from theproceeds of the issue of the Notes and the Residual Units and (bb) the total amounts received is lessthan the aggregate of the Principal Component Purchase Prices of the Receivables purchased on theFirst Purchase Date.
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Governing law
The Compartment Cash Management Agreement shall be governed by French law and allclaims and disputes arising in connection therewith will be subject to exclusive jurisdiction of thecompetent courts in commercial matters within the jurisdiction the Cours d’Appel of Paris.
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LIQUIDATION OF THE COMPARTMENT,CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES
Introduction
Pursuant to the Compartment Regulations and the Master Purchase Agreement, theManagement Company may declare the early liquidation of the Compartment in accordance witharticle R. 214-101 of the Monetary and Financial Code in the circumstances described below, providedthat such event would not cause the liquidation of the other compartments of the FCT or of the FCTitself. Except in such circumstances, the Compartment would be liquidated on the CompartmentLiquidation Date.
Liquidation
The Management Company may declare the dissolution of the Compartment and liquidate theCompartment in one single transaction upon the occurrence of any of the following events (each a"Compartment Liquidation Event"):
(a) the liquidation is in the interest of the Residual Unitholders and Noteholders; or
(b) the Notes and the Residual Units issued by the FCT in respect of the Compartmentare held by a single holder and such holder requests the liquidation of theCompartment; or
(c) the Notes and the Residual Units issued by the FCT are held solely by the Seller andthe Seller requests the liquidation of the Compartment; or
(d) at any time, the outstanding balances (capital restant dû) of the undue (non échues)Performing Receivables held by the Compartment falls below 10% of the maximumaggregate of the outstanding balances (capital restant dû) of the undue (non échues)Performing Receivables recorded since the Closing Date and the Seller requests theliquidation of the Compartment under a clean-up offer.
Clean-up Offer
Upon the occurrence of a Compartment Liquidation Event in the circumstances describedabove, pursuant to the provisions of the Master Purchase Agreement and the CompartmentRegulations, the Management Company shall propose to the Seller, within the framework of a clean-up offer, to repurchase the Purchased Receivables remaining among the Assets Allocated to theCompartment in a single transaction in accordance with the following terms and conditions.
Repurchase of the Purchased Receivables
The repurchase price of the Purchased Receivables comprised within the Assets Allocated tothe Compartment shall be in the case of a liquidation upon the occurrence of a CompartmentLiquidation Event, an amount based on the fair market value of assets having similar characteristics tothe Purchased Receivables comprised within the Assets Allocated to the Compartment, having regardto the aggregate Outstanding Balances of the Performing Auto Loan Contracts comprised within theAssets Allocated to the Compartment.
In addition such repurchase price (taking into account for this purpose the Compartment Cash,but excluding the amount of the Commingling Reserve) must be sufficient to enable the FCT to repayin full all amounts outstanding to Noteholders after payment of all other amounts due by the FCT withrespect to the Compartment and ranking senior to those payments in the relevant Priority of Payments.
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The repurchase of the Purchased Receivables comprised within the Assets Allocated to theCompartment in the circumstances described above will take place on a Payment Date, and at theearliest on the first Payment Date following the date on which the relevant Compartment LiquidationEvent will have been determined by the Management Company. The repurchase price will be creditedto the General Collection Account by the Seller by no later than on the Business Day immediatelypreceding the relevant Payment Date.
The Seller shall always be entitled to turn down any clean-up offer made by the ManagementCompany. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordancewith the conditions set out above does not occur for whatever reason, the Management Company mayoffer to dispose of such Purchased Receivables remaining among the Assets Allocated to theCompartment, to any credit institution qualified to acquire the Purchased Receivables on the sameterms and conditions.
Liquidation Procedure of the Compartment
The Management Company, pursuant to the provisions of the Compartment Regulations, shallbe responsible for the liquidation procedure in the event of any liquidation of the Compartment. In thisrespect, it has full authority to dispose of the Assets Allocated to the Compartment, to pay theNoteholders and the potential creditors in accordance with the relevant Priority of Payments and todistribute any Compartment Liquidation Surplus.
The statutory auditor and the Custodian shall continue to exercise their duties until thecompletion of the liquidation procedure of the Compartment.
The Compartment Liquidation Surplus, if any, will be attributed to the holder of the ResidualUnits as a final payment in principal and interest in respect of the Residual Units on a pro rata and paripassu basis.
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MODIFICATIONS TO THE TRANSACTION
Any modification to the characteristic information (éléments caractéristiques) provided in thisOffering Memorandum will be made public in a supplementary note (note complémentaire), within themeaning of article 212-25 of the AMF General Regulations (Règlement Général de l’Autorité desMarchés Financiers), submitted to the Autorité des Marchés Financiers, annexed to this OfferingMemorandum and incorporated in the next activity report.
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GOVERNING LAW – SUBMISSION TO JURISDICTION
Jurisdiction
The parties to the Transactions Documents have agreed to submit any dispute that may arisein connection with the Transaction documents to the exclusive jurisdiction of the competent courts incommercial matters within the jurisdiction the Cours d’Appel of Paris.
Pursuant to the Compartment Regulations, the French courts having competence incommercial matters will have exclusive jurisdiction to settle any dispute that may arise between theNoteholders, the Management Company and/or the Custodian in connection with the establishment,the operation or the liquidation of the Compartment.
Governing Law
The Notes and the Transaction Documents will be governed by and interpreted in accordancewith French Law.
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GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT
The accounts of the Compartment and of the FCT, generally, shall be prepared in accordancewith the recommendations of the French Conseil National de la Comptabilité (the National AccountingBoard) as set out in its avis no. 2003-09 dated 24 June 2003 implemented by Regulation of the FrenchComité de la Règlementation Comptable no. 2003-03 dated 2 October 2003.
Pursuant to article L. 214-48 II of the Monetary and Financial Code, there are specificaccounts for the Compartment within the accounts of the FCT.
Purchased Receivables and income
The Purchased Receivables shall be recorded on the Compartment’s balance sheet at theirnominal value. The potential difference between the purchase price and the nominal value of thereceivables, whether positive or negative, shall be carried in an adjustment account on the asset sideof the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of theamortisation of the Purchased Receivables.
The interest on the Purchased Receivables shall be recorded in the income statement, prorata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheetin an apportioned receivables account.
Delinquencies or defaults on the receivables existing as at their Purchase Date are recorded inan adjustment account on the asset side of the balance sheet. This amount shall be carried forwardon a temporary pro rata basis over a period of 12 months.
The Receivables that are accelerated by the Servicer pursuant to the terms and conditions ofthe Master Servicing Agreement and in accordance with the Servicing Procedures shall be accountedfor as a loss in the account for defaulted assets.
Issued Notes and income
The Notes and the Residual Units shall be recorded at their nominal value and disclosedseparately in the liability side of the balance sheet. Any potential differences, whether positive ornegative, between the issuance price and the nominal value of the Notes be recorded in an adjustmentaccount on the liability side of the balance sheet. These differences shall be carried forward on a prorata and pari passu basis of the amortisation of the Receivables.
The interest due with respect to the Notes shall be recorded in the income statement pro ratatemporis. The accrued and overdue interest shall appear on the liability side of the balance sheet inan apportioned liabilities account.
Expenses, fees and income related to the operation of the Compartment
The various fees and income paid to the Custodian, the Management Company, the Servicer,the Paying Agent, the Compartment Cash Manager and the Compartment Account Bank shall berecorded, as expenses, in the accounts pro rata temporis over the accounting period.
All costs related to the establishment of the Compartment shall be borne by the Seller.
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Note placement fees
The placement fees with respect to the Class A Notes shall be paid by the Seller inaccordance with the terms and conditions of the Class A Notes Underwriting and SubscriptionAgreement.
Interest Rate Swap Agreements
The interest received and paid pursuant to the Interest Rate Swap Agreements shall berecorded at their net value in the income statement. The accrued interest to be paid or to be receivedshall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to bereceived shall be recorded, with respect to the Interest Rate Swap Agreements, on the liability side ofthe balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou dedettes rattachées).
Junior Swap Agreement
The interest received and paid pursuant to the Junior Swap Agreement shall be recorded attheir net value in the income statement. The accrued interest to be paid or to be received shall berecorded in the income statement pro rata temporis. The accrued interest to be paid or to be receivedshall be recorded, with respect to the Junior Swap Agreement, on the liability side of the balancesheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettesrattachées).
General Reserve Cash Deposit
The General Reserve Cash Deposit shall be recorded to the credit of the General ReserveAccount on the liability side of the balance sheet.
Amount standing to the credit of the Commingling Reserve Account
The amount standing to the credit of the Commingling Reserve Account shall be recorded tothe credit of the Commingling Reserve Account on the liability side of the balance sheet.
Compartment Cash
The income generated from the Compartment Cash investments shall be recorded in theincome statement pro rata temporis (excluding interest earned on the Commingling Reseve Accountwhich belongs to the Servicer and the interest earned on the General Reserve Account which belongsto the Seller).
Income
The net income shall be posted to a retained earnings account.
Deferred Purchase Prices
The Deferred Outstanding Balance of the Receivables subject to a Deferred Payment of thePurchase Price shall be recorded on the liability side of the balance sheet.
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Compartment Liquidation Surplus
The Compartment Liquidation Surplus shall consist of the income arising from the liquidation ofthe Compartment and the retained earnings.
Duration of the accounting periods
Each accounting period of the Compartment shall be 12 months and begin on 1 January andend on 31 December, save for the first accounting period of the Compartment which shall begin on theClosing Date and end on 31 December 2011.
Accounting information in relation to the FCT
The accounting information with respect to the FCT shall be provided by the ManagementCompany, under the supervision of the Custodian, in its annual report of activity and half-yearly reportof activity, pursuant to the applicable accounting standards.
As at the Closing Date, the provisions of the said accounting standards lead to thepresentation of consolidated accounts of the FCT, provided that the said accounts will be subject tocertification by the statutory auditor of the FCT.
Accounting information of the Compartment
The accounting information with respect to the Compartment and each compartment,generally, shall be provided by the Management Company, under the supervision of the Custodian, inits annual report of activity and half-yearly report of activity in relation to the Compartment, pursuant tothe applicable accounting standards as set out in the relevant Compartment Regulations.
The accounts of the Compartment will be subject to certification by the statutory auditor of theFCT.
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THIRD PARTY EXPENSES
In accordance with the Compartment Regulations, the Compartment Expenses are thefollowing and are paid to their respective beneficiaries pursuant to the relevant Priority of Payments.Any tax or cost to be borne by the FCT in respect of the Compartment in France, if any, would alsoconstitute Compartment Expenses.
Pursuant to the Class A Notes Underwriting and Subscription Agreement, the Seller hasundertaken to pay to the Joint Lead Managers the underwriting fees.
Management Company
In consideration for its obligations with respect to the Compartment, the ManagementCompany shall receive a fee (taxes excluded) equal to € 76,000 per annum during the RevolvingPeriod and € 71,000 per annum during the Amortisation Period and Accelerated Amortisation Period,payable in equal portions on each Payment Date.
In consideration for the publication of the “loan by loan” file, the Management Company willreceive a fee (taxes excluded) equal to € 3,000 per annum payable in equal portions on each PaymentDate.
Upon replacement of the Servicer, the Management Company will receive a flat fee (taxesexcluded) equal to € 10,000.
The Management Company will also receive, in addition to the fees mentioned above, anamount equal to the fees payable to the statutory auditor of the FCT. The fees payable to the statutoryauditor of the FCT will be paid directly by the Management Company to the statutory auditor.
The Management Company shall also receive a liquidation fee equal to € 5,000 (taxesexcluded) and a fee for amendment of the documentation or replacement of a party equal to € 5,000(taxes excluded).
The fees payable to the Management Company are not subject to value added tax, providedthat in case of change of law such fees may become subject to valued added tax. The fees payable tothe statutory auditor are subject to value added tax.
The Management Company will also receive, in addition of the fees mentioned above, thereimbursement of all taxes as may be reasonably incurred for the operation of the FCT and paiddirectly by the Management Company, with the prior consultation of the Seller.
Custodian
In consideration for its obligations with respect to the Compartment, the Custodian shallreceive a fee equal to € 30,000 per annum (excluding VAT) payable in equal portions on eachPayment Date.
Servicer
In consideration for its obligations with respect to the Compartment, the Servicer shall receive,on each Payment Date, a monthly fee in respect of the administration, recovery and collection of theReceivables equal to (i) 1/12 of 0.50 per cent. of the aggregate Outstanding Balance of all PerformingReceivables which are not Delinquent Receivables, serviced by the Servicer as at the beginning of therelevant Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of allDelinquent Receivables and all Defaulted Receivables serviced by the Servicer as at the beginning of
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the relevant Collection Period, provided that the aggregate of the fees paid to the Servicer in respect ofany Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregateOutstanding Balance of all Performing Receivables serviced by the Servicer as at the beginning of therelevant Collection Period.
Compartment Account Bank
In consideration for its obligations with respect to the Compartment, the Compartment AccountBank shall receive a fee equal to € 9,000 per annum (excluding VAT) payable in equal portions oneach Payment Date for a maximum of five accounts, plus € 300 (excluding VAT) per any additionalaccount (other than a financial instruments account) opened in relation to the Compartment Accountsand plus €240 per annum (excluding VAT) for each financial instruments account. In addition, theCompartment Account Bank shall receive a custody fee equal to 0.125 bps of the nominal amount ofthe investments credited to these financial instruments accounts since the immediately precedingPayment Date, payable on each Payment Date. CACIB certificates of deposit will be free of thiscustody fee.
Compartment Cash Manager
In consideration for its obligations with respect to the Compartment, the Compartment CashManager shall receive, on each Payment Date and in accordance with the Priority of Payments, a feeequal to 0.01 per cent. per annum (including taxes) of the Compartment Cash effectively investedduring the preceding Investment Period on the basis of the number of days in the relevant InvestmentPeriod and a year of 360 days.
Paying Agent
In consideration for its obligations with respect to the Compartment, the Paying Agent shall receive:
(a) for its duties as paying agent, on each Payment Date, a fee of € 450 (excluding VAT); and
(b) as holder of a registered account for each Class A Noteholder requesting that the relevantClass A Notes it has subscribed being in the registered form, a one-off fee of € 500 on theClosing Date and an annual fee of € 1,100 (excluding VAT if applicable), payable in equalportions on each Payment Date.
Interest Rate Swap Counterparties
The payments made to the Interest Rate Swap Counterparties are included in the FixedAmounts due to be paid on the relevant Payment Dates.
Rating Agencies
There will be fees payable by the FCT to the Rating Agencies for surveillance and monitoringpurposes.
Data Protection Agent
The Data Protection Agent will receive an annual fee of € 1,000 (excluding VAT) in respect ofthe safekeeping of the Decryption Key.
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General Expenses
The Compartment will also pay such other fees and expenses as may be reasonably incurredfor its operation or in relation to the Notes, and in particular:
(a) the annual fee payable to each Noteholder Representative and referred to in Condition 7(Representation of the Noteholders) of the Notes;
(b) all reasonable expenses relating to any notice and publication made in accordance withCondition 8 (Notices) of the Notes or incurred in the operation of each Masse, includingreasonable expenses relating to the calling and holding of Noteholders’ Meetings in respect ofeach class of Notes, and all reasonable administrative expenses resolved upon by aNoteholders’ Meeting.
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INFORMATION RELATING TO THE COMPARTMENT
The Management Company shall publish information relating to the Compartment inaccordance with the then current and applicable accounting rules and practices.
Annual Information
Within four (4) months after the end of each financial year, the Management Company shallprepare and publish, in accordance with the then current and applicable accounting rules and practicesand under the supervision of the Custodian, an annual report of activity which shall include:
1. the annual accounting documents, with their certification notice by the statutory auditor.
The accounting documents are the following:
(a) the inventory of the Assets Allocated to the Compartment including:
(i) the inventory of the portfolios of the Purchased Receivables allocated to theCompartment;
(ii) the inventory of any other assets purchased by, and financial contractsentered into by, the FCT with respect of the Compartment; and
(iii) the amount and the distribution of the Compartment Cash;
(b) the annual accounts including:
(i) the Compartment’s balance sheet;
(ii) the Compartment’s income statement; and
(iii) the appendix describing the accounting methods applied and, if appropriate, adetailed report on the debts of the Compartment and the guarantees received.
2. A Management Report including:
(a) the amount and proportion of all fees and expenses borne by the Compartment duringeach Collection Period of the financial year;
(b) the amount of the Compartment Cash by reference to the Assets Allocated to theCompartment;
(c) a description of the transactions carried out by the Compartment during the course ofeach Collection Period of the financial year; and
(d) information relating to the Purchased Receivables, to any other assets owned by, andany financial contracts entered into by, the FCT with respect of the Compartment andthe Notes issued by the FCT with respect of the Compartment.
3. Any changes made to the rating reports on the Class A Notes and to the main features of theProspectus and any event which may have an impact on the Notes.
The statutory auditor shall attest to the accuracy of the information contained in the AnnualActivity Report.
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Half-yearly Information
Within three (3) months after the end of the first half of the financial year, the ManagementCompany shall prepare and publish, in accordance with the then current and applicable accountingrules and practices and under the supervision of the Custodian, a report of activity for the first half ofthe year which shall include:
1. the financial statements prepared by the Management Company mentioning their review bythe statutory auditor; these financial statements shall be prepared on a half-yearly basisincluding the inventory of the assets as specified in paragraph 1(a) above and the statementas to the liabilities;
2. the information specified in paragraphs 2(b), 2(c) and 2(d) of the above section entitled“Annual Information”; and
3. any changes made to the rating reports on the Class A Notes and to the main features of theProspectus and any event which may have an impact on the Notes issued by the FCT withrespect to the Compartment.
The statutory auditor certifies that the information contained in the report of activity for the firsthalf of the fiscal year is true and accurate.
The annual report of activity, the report of activity for the first half of the financial year and anyother information documentation published by the Management Company with respect to theCompartment shall be provided to the Noteholders upon requests. Such reports will also be availableon the internet website of the Management Company (www.france-titrisation.fr) and at the principaloffice of the Custodian.
Additional Information
The Management Company shall publish on its internet website, or through any other meansthat it deems appropriate, any information regarding the Seller, the Servicer, the Receivables, theNotes and the management of the Compartment which it considers significant in order to ensureadequate and accurate information for the Noteholders.
In particular, the Management Company shall make available and shall publish the PrincipalDeficiency Amount, respectively, determined on each Monthly Payment Date during the RevolvingPeriod and the Amortisation Period.
Any additional information shall be published by the Management Company as often as itdeems appropriate according to the circumstances affecting the Compartment and under itsresponsibility.
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SUBSCRIPTION AND SALE
Underwriting and Subscription of the Class A Notes
Subject to the terms and conditions set out in the Class A Notes Underwriting and SubscriptionAgreement, (i) the Joint Lead Managers have, subject to certain conditions precedent, severally butnot jointly (sans solidarité), agreed for the benefit of the FCT and the Custodian, to underwrite aportion of the principal amount of the offered Class A Notes as set out below at their issue price equalto 100 per cent. of the Initial Principal Amount and (ii) the Initial Subscriber has, subject to certainconditions precedent agreed for the benefit of the FCT and the Custodian, to subscribe for a portion ofthe principal amount of the offered Class A Notes as set out below at their issue price equal to 100 percent. of the Initial Principal Amount. The Seller has agreed to pay the underwriting fees to the JointLead Managers.
JOINT LEAD MANAGERS Principal Amount of Class A Notes
BNP Paribas € 328,000,000
Société Générale € 328,000,000
INITIAL SUBSCRIBER
Societe Generale Bank Nederland NV € 300,000,000
Total € 956,000,000
The proceeds of the issue of the Class A Notes shall be remitted by the Joint Lead Managersand by the Initial Subscriber to the credit of the General Collection Account on the Closing Date.
Warranties and Representations
Each Joint Lead Manager has severally but not jointly (sans solidarité) and in respect of itselfonly given certain representation and warranties for the benefit of the Management Company and theCustodian under the Class A Notes Underwriting and Subscription Agreement.
Each of the Management Company and the Custodian has severally but not jointly (sanssolidarité) agreed to indemnify each Joint Lead Manager in the event of any misrepresentation orbreach of its contractual obligations by the Management Company or, as the case may be, theCustodian in respect of any Class A Notes Underwriting and Subscription Agreement.
Plan of Distribution and Transfer Restrictions
European Economic Area
In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a Relevant Member State), each Joint Lead Manager has represented andagreed that with effect from and including the date on which the Prospectus Directive is implementedin that Relevant Member State (the Relevant Implementation Date) it has not made and will notmake an offer of Class A Notes which are the subject of the offering contemplated by this OfferingMemorandum to the public in that Relevant Member State except that it may, with effect from andincluding the Relevant Implementation Date, make an offer of such Class A Notes to the public in thatRelevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
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(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision ofthe 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investorsas defined in the Prospectus Directive), subject to obtaining the prior consent of the relevantJoint Lead Manager;
(c) if the denomination per Class A Note being offered amounts to at least €100,000; or
(d) in any other circumstances falling within article 3(2) of the Prospectus Directive,
provided that no such offer of Class A Notes referred to in (a) to (d) above shall require theManagement Company and the Custodian or any Joint Lead Manager to publish a prospectuspursuant to article 3 of the Prospectus Directive, or supplement a prospectus pursuant to article 16 ofthe Prospectus Directive.
For the purposes of this provision, the expressions:
an offer of Class A Notes to the public in relation to any Class A Notes in any Relevant MemberState means the communication in any form and by any means of sufficient information on the terms ofthe offer and the Class A Notes to be offered so as to enable an investor to decide to purchase orsubscribe the Class A Notes, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State;
Prospectus Directive means Directive 2003/71/EC (and the amendments thereto, including the 2010PD Amending Directive, to the extent implemented in the Relevant Member State), and includes anyrelevant implementing measure in the Relevant Member State; and
2010 PD Amending Directive means Directive 2010/73/EC of 24 November 2010.
France
Each Joint Lead Manager has represented and agreed that it has not offered, sold orotherwise transferred and will not offer, sell or otherwise transfer, directly, or indirectly, the Class ANotes to the public in the Republic of France and that any offers, sales or other transfers of the ClassA Notes in the Republic of France will be made in accordance with articles L. 411-2 of the Monetaryand Financial Code only to:
(a) qualified investors (investisseurs qualifiés) acting for their own account; and/or
(b) a restricted circle of investors (cercle restreint d’investisseurs) acting for their own account,
all as defined in articles D. 411-1, D. 411-2 and D. 411-3 of the Monetary and Financial Code; and/or
(c) persons providing portfolio management financial services (personnes fournissant le serviced’investissement de gestion de portefeuille pour compte de tiers); and/or
(d) investors investing each at least EUR 100,000 per transaction.
The Prospectus and any other offering material relating to the Class A Notes are not to be furtherdistributed or reproduced (in whole or in part) by the addressee and have been distributed on the basisthe addressee invests for its own account, as necessary, and does not resell or otherwise retransfer,directly or indirectly, the Class A Notes to the public in the Republic of France other than in compliancewith articles L. 411-1, 411-2, 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
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United Kingdom
Each Joint Lead Manager has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or causeto be communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of theClass A Notes in circumstances in which Section 21(1) of the FSMA does not apply to theJoint Lead Manager; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the Class A Notes in, from or otherwise involving the UnitedKingdom.
United States of America
Each Joint Lead Manager understands that the Class A Notes have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “Securities Act”), andmay not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsexcept in accordance with Regulation S under the Securities Act (“Regulation S”) or pursuant to anexemption from the registration requirements of the Securities Act. Each Joint Lead Managerrepresents that it has offered and sold the Class A Notes, and agrees that it will offer and sell the ClassA Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of thecommencement of the offering and the Closing Date, only in accordance with Rule 903 of RegulationS. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or willengage in any directed selling efforts with respect to the Class A Notes, and it and they have compliedand will comply with the offering restrictions requirement of Regulation S. Each Joint Lead Manageragrees that, at or prior to confirmation of sale of Class A Notes, it will have sent to each distributor,dealer or person receiving a selling concession, fee or other remuneration that purchases Class ANotes from it during the distribution compliance period a confirmation or notice to substantially thefollowing effect:
“The Securities covered hereby have not been registered under the United States SecuritiesAct of 1933, as amended (the “Securities Act”), and may not be offered and sold within theUnited States or to, or for the account or benefit of, U.S. persons (i) as part of their distributionat any time or (ii) otherwise until 40 days after the later of the commencement of the offeringand the Closing Date, except in either case in accordance with Regulation S under theSecurities Act. Terms used above have the meanings given to them by Regulation S.”
Terms used in this paragraph have the meanings given to them by Regulation S.
For the purposes of this paragraph, “affiliate” has the meaning given to it in Rule 501(b) ofRegulation D under the Securities Act.
General
Each Joint Lead Manager has acknowledged and agreed that, save for the FCT havingobtained the approval of the Prospectus by the Autorité des Marchés Financiers in its capacity ascompetent authority in France under the Prospectus Directive, no further action has been or will betaken in any jurisdiction by any Joint Lead Manager that would permit an offer of the Class A Notes tothe public, or possession or distribution of the Prospectus or any other offering material, in any countryor jurisdiction where such further action for that purpose is required.
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GENERAL INFORMATION
1. Approvals of the Autorité des Marchés Financiers: For the purpose of the listing of theClass A Notes on the Paris Stock Exchange (Euronext Paris) in accordance with articlesL. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the Monetary and Financial Code AMF Generalregulations (Règlement général de l’Autorité des Marchés Financers), (i) the GeneralMemorandum (document de référence) relating to the FCT was registered with the Autoritédes Marchés Financiers on 28 October 2010 under number NR10-01 and (ii) the Prospectus(made of the General Memorandum (document de référence) relating to the FCT and thisOffering Memorandum (note d’opération)) was granted a visa number FCT N°11-07 by theAutorité des Marchés Financiers on 11 July 2011.
2. Listing on Regulated Markets: Application has been made to list the Class A Notes on theParis Stock Exchange (Euronext Paris).
3. Clearing Systems – Clearing Codes – ISIN Numbers: The Class A Notes will, upon issue, (i)be admitted to the operations of Euroclear France (acting as central depositary) which shallcredit the accounts of Account Holders affiliated with Euroclear France account and (ii) beadmitted in the Clearing Systems. The Common Code and ISIN for the Class A Notes are asfollows:
Common Code ISIN
Class A Notes 064200283 FR0011069038
4. Documents available: The General Memorandum (document de référence relating to theFCT) and the Offering Memorandum (note d’opération) shall be made available free of charge,to the Noteholders, at the respective head offices of the Management Company, the Custodianand the Joint Lead Managers (the addresses of which are specified on the last page of thisOffering Memorandum). Copies of the General Regulations and of the CompartmentRegulations shall be made available for inspection by the Noteholders at the respective headoffices of the Management Company and the Custodian (the addresses of which are specifiedon the last page of this Offering Memorandum).
5. Statutory auditor to the FCT: Pursuant to article L. 214-49-9 of the Monetary and FinancialCode, the statutory auditor of the FCT and the Compartment (Deloitte & Associés, 185,avenue Charles de Gaulle, 95524 Neuilly-sur-Seine Cedex, France) have been appointed forsix (6) months by the board of directors of the Management Company with the prior approvalof the Autorité des Marchés Financiers. Under the applicable laws and regulations, thestatutory auditor will establish the accounting documents relating to the Compartment. Incompliance with article L. 214-48 II of the Monetary and Financial Code, the accounts of theCompartment will remain separate from the accounts of the FCT.
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INDEX OF APPENDICES
The following Appendices contain additional information and constitute an integral andsubstantive part of this Offering Memorandum. The investors, subscribers and Noteholders shall takeinto consideration such additional information contained in these Appendices.
Appendix I - Glossary of Defined Terms
Appendix II - Notes Description Table
Appendix III - Ratings
Appendix IV - Rating Document issued by Fitch Ratings
Appendix V - Rating Document issued by Moody’s
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APPENDIX I – GLOSSARY OF DEFINED TERMS
“2007 Order” means the order (arrêté) of 20 February 2007 relating to capital requirements for creditinstitutions and investment firms, as amended from time to time.
“2010 Order” means the order (arrêté) of 25 August 2010 modifying several regulatory provisionsrelating to prudential control of credit institutions and investment firms.
“ABE/STEP 2 Agreement” means the agreement entitled “Conditions Générales de Représentation- Flux de Masse – Hors monétique – ABE/STEP2 - STET” entered into by Crédipar and CréditAgricole S.A. on 30 November 2010.
“Accelerated Amortisation Event” means the event which shall occur if (i) the Class A InterestAmount remains unpaid for five (5) Business Days following the relevant Monthly Payment Date,(ii) the Principal Deficiency Amount is higher than 50 % of the Principal Amount Outstanding of theClass B Notes, upon the occurrence of which the Revolving Period ends and the AcceleratedAmortisation Period begins or the Amortisation Period ends and the Accelerated Amortisation Periodbegins or (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Reporton the Information Date immediately following a Reduced Payment Date.
“Accelerated Amortisation Period” means, subject to no Compartment Liquidation Event havingoccurred, the period beginning on the first Payment Date falling on or after the date on which anAccelerated Amortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date.
“Accelerated Payment Date” means, during the Accelerated Amortisation Period, in respect of anyprincipal and/or interest payment in respect of the Notes, the 25
thday of each month in each year and
if such day is not a Business Day, the next following Business Day, except where this should fall in thenext calendar month, in which case it shall fall on the immediately preceding Business Day.
“Accelerated Priority of Payments” has the meaning given to it in Section “OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS – Periods of the compartment”.
“Account Bank Required Ratings”: an entity shall have the “Account Bank Required Ratings” ifits short-term unsecured, unsubordinated and unguaranteed debt obligations of are rated at least A(long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that suchrating is on “rating watch negative”) and F1 (short term) by Fitch Ratings and P-1 by Moody’s.
“Account Holder” has the meaning given to this expression in section “DESCRIPTION OF THENOTES – General”.
“Additional Receivables” means the Receivables purchased by the FCT and allocated to theCompartment on any Subsequent Purchase Date in accordance with the Master Purchase Agreement.
“Adjusted Available Collections” means, with respect to any Collection Period and in relation to anyPayment Date, all amounts subject to any adjustment of the Available Collections with respect to theprevious Collection Periods, due to:
(a) overpayments by a Debtor;
(b) reallocations of funds received from a Debtor in relation to several contracts; or
(c) regularisations following an error in the allocation of funds received, due to a similarity ofnames.
“Adjusted Available Principal Collections” means, with respect to any Collection Period and inrelation to any Payment Date, all amounts subject to any adjustment of the Available PrincipalCollections with respect to the previous Collection Periods.
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“Adjusted Interest Rate” means, in respect of a transferred Receivable subject to a DeferredPayment of the Purchase Price, the interest rate to be provided by the Seller which will be used for thecomputation of the Deferred Outstanding Balance.
“Adjusted Outstanding Balance” means, as of any Determination Date, in respect of a PurchasedReceivable subject to a Deferred Payment of the Purchase Price, the present value of the futurescheduled payments of principal and interest remaining to be paid, in accordance with the amortisationschedule of such Receivable, using the Adjusted Interest Rate as discount factor and the relevantInstalment Due Dates.
“Amortisation Event” means one of the events defined in Section “OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS” of this Offering Memorandum, upon the occurrence of which, the Revolving Period endsand the Amortisation Period begins.
“Amortisation Period” means the period (A) commencing (i) at the latest as on the Monthly PaymentDate falling in December 2012 (inclusive) or (ii) earlier on the Monthly Payment Date immediatelyfollowing the occurrence of an Amortisation Event and (B) ending on the earlier of (i) the date on whichthe Principal Amount Outstanding of each Note is reduced to zero, (ii) the date on which aCompartment Liquidation Event or a Amortisation Event occurs and (iii) the Final Legal Maturity Date.
“Amortisation Principal Component” means (a) in respect of the scheduled payments of any AutoLoan Contract, the relevant Scheduled Principal Payment and (b) in respect of any Prepayment of arelevant Auto Loan Contract, the lower of (i) the amount of such Prepayment minus the relevantproportion of the Deferred Outstanding Balance and (ii) the Effective Outstanding Balance of suchAuto Loan Contract immediately before such Prepayment.
“Amortisation Schedule” means in respect of any Receivable, the scheduled principal and interestpayments of such Receivable, as may be adjusted from time to time following a partial prepayment ora Commercial Renegotiation, the interest rate of such Receivable being equal to the ContractualInterest Rate;
“Ancillary Rights” means any rights or guarantees which secure the payment of the Receivablesunder the terms of the Auto Loan Contracts. The Ancillary Rights shall be transferred to theCompartment together with the relevant Purchased Receivables on each Purchase Date pursuant andsubject to the Master Purchase Agreement. If applicable, the following rights are Ancillary Rights:
(a) any and all present and future claims benefiting to Crédipar under any Collective InsuranceContracts relating to an Auto Loan Contract;
(b) a reserve of title clause (clause de reserve de propriété) (i) which transfers the property right inthe financed Car to the Debtor on the day of full payment of the corresponding purchase priceand (ii) to which the Seller is subrogated, pursuing to article 1250 of the Civil Code, by therelevant PSA car dealer at the time of the execution of the corresponding Auto Loan Contract;
(c) an automobile pledge (gage automobile) taken in compliance with (i) Decree no. 53-968 dated30 September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisionsof articles 2351 to 2353 of the Civil Code governing automobile pledges (gage automobile);and/or
(d) any other security interest and more generally any sureties, guarantees, insurance and otheragreements or arrangements of whatever character in favour of Crédipar supporting orsecuring the payment of a Purchased Receivable and the records relating thereto.
“Annual Activity Report” means the report prepared by the Management Company which shallinclude the annual accounting documents, the Management Report and all information regarding therating of the Class A Notes or any event which may have an impact on the Notes.
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“Assets Allocated to the Compartment” has the meaning assigned to it in Section “DESCRIPTIONOF THE ASSETS ALLOCATED TO THE COMPARTMENT”.
“Authorised Investments” means the financial instruments which are the object of investment by theCompartment Cash Manager pursuant to the Compartment Cash Management Agreement.
“Auto Loan Contract” means an automobile financing agreement (contrat de financement automobileou contrat de vente à crédit de véhicule) entered into with one or several individuals in France forpersonal use.
“Available Amortisation Amount” means, in respect of each Monthly Payment Date during theAmortisation Period, an amount equal to the greater of (a) zero and (b) an amount equal to (i) minus(ii), where:
“(i)” is the aggregate of the Principal Amount Outstanding of the Class A Notes and thePrincipal Amount Outstanding of the Class B Notes as calculated on the immediatelypreceding Monthly Payment Date (or as the case may be, on the Closing Date if such MonthlyPayment Date falls in September 2011); and
“(ii)” is the Effective Outstanding Balance of all Performing Receivables as calculated on theimmediately preceding Determination Date.
“Available Collections” means in respect of any Collection Period and in relation to any PaymentDate an amount equal to the aggregate of:
(i) all cash collections (payments of principal, interest, arrears, late payments, penalties andancillary payments) collected by the Servicer during such Collection Period in relation to thePurchased Receivables (including (aa) Prepayments (and the related prepayment penalties),(bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid byany of the Seller in respect of non-compliant Receivables and the termination of theassignment of any Purchased Receivable (subject to any set-off with the payment of thePurchase Price of Purchased Receivables to be purchased on the relevant Purchase Date)
and/or (y) the indemnity payment paid by the Seller in the event of commercial renegotiation ofany Receivable (subject to any set-off with the payment of the Purchase Price of PurchasedReceivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid toCrédipar by the Collective Insurers under the Collective Insurance Contracts); plus or minus,as the case may be,
(ii) any Adjusted Available Collections.
“Available Distribution Amount” means:
(a) during the Revolving Period and the Amortisation Period, on each Monthly Payment Date, theaggregate of the Available Principal Amount and the Available Interest Amount; and
(b) during the Accelerated Amortisation Period, on each Accelerated Payment Date, theaggregate of the balance standing to the credit of the General Collection Account, the InterestAccount, the Principal Account and the General Reserve Account, provided in addition that theCommingling Reserve shall not form part of the Available Distribution Amount as long as theServicer meets its financial obligations (obligations financières) under the Master ServicingAgreement,
and provided that the Available Distribution Amount shall also include moneys received from therealisation of the collateral held on the Collateral Accounts, as the case may be, for the purpose ofinterest payments.
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“Available Interest Collections” means, on any Calculation Date and in respect of the CollectionPeriod immediately preceding such Calculation Date, the Available Collections of such period minusthe Available Principal Collections of the same period.
“Available Interest Amount” means, on any Monthly Payment Date and in respect of the MonthlyReference Period immediately preceding such Monthly Payment Date, the sum of:
(a) the amounts standing to the credit of the Interest Account as of the close of the immediatelypreceding Payment Date (if any);
(b) the Available Interest Collections;
(c) the income generated by the Authorised Investments (but excluding any interest or investmentincome earned in respect of the General Reserve Account or the Commingling ReserveAccount);
(d) all payments received from the Interest Rate Swap Counterparties (including, as the case maybe, any amounts paid by any eligible replacement interest rate swap counterparty) and, as thecase may be, moneys received from the realisation of the collateral held on the CollateralAccounts for the purpose of interest payments;
(e) all payments received from the Junior Swap Provider; and
(f) the General Reserve.
provided in addition that the Commingling Reserve shall not form part of the Available Interest Amountas long as the Servicer meets its financial obligations (obligations financières) under the MasterServicing Agreement.
“Available Principal Amount” means, on any Monthly Payment Date and in respect of the MonthlyReference Period immediately preceding such Monthly Payment Date, an amount equal to:
(a) the Available Principal Collections in respect of the Collection Periods comprised in thatMonthly Reference Period debited from the General Collection Account and credited to thePrincipal Account; plus
(b) the remaining balance standing to the credit of the Principal Account on the preceding MonthlyPayment Date (but after the application of the relevant Priority of Payments),
provided in addition that the Commingling Reserve shall not form part of the Available PrincipalAmount as long as the Servicer meets its financial obligations (obligations financières) under theMaster Servicing Agreement.
“Available Principal Collections” means, on any Calculation Date and in respect of the CollectionPeriod immediately preceding such Calculation Date:
(a) all Amortisation Principal Components collected by the Servicer under the PerformingReceivables in the course of such Collection Period; plus
(b) all principal components of amounts paid during such Collection Period in respect of theindemnification or the rescission (résolution) of the assignment of any Receivables by theSeller; plus
(c) any principal amount paid by the Collective Insurers under the Collective Insurance Contracts(which do not form part of the Scheduled Principal Payments) in the course of such CollectionPeriod; plus or minus, as the case may be,
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(d) any Adjusted Available Principal Collections.
“Available Purchase Amount” means, during the Revolving Period, on each Subsequent PurchaseDate, an amount equal to the lesser of the following:
(a) the Maximum Receivables Purchase Amount as calculated on the relevant SubsequentPurchase Date; and
(b) the current credit balance of the Principal Account following the payments in accordance withthe Interest Priority of Payments and the priority order set out in paragraph (a) of the PrincipalPriority of Payments.
“Average Delinquency Ratio” means on any Determination Date, the arithmetic mean of the lastthree (available) Delinquency Ratios (including the Delinquency Ratio calculated on that DeterminationDate). If less than 3 observations are available, the Average Delinquency Ratio will be the arithmeticmean of the available observed Delinquency Ratios.
“Back-to-Back Swap Agreement” means the interest rate swap agreement entered into between anInterest Rate Swap Counterparty and Banque PSA Finance on or prior the Closing Date in connectionwith the Interest Rate Swap Agreement entered into on or about the same date between the FCT andsuch Interest Rate Swap Counterparty.
“Balloon Receivable” means any receivable in respect of which a significant part of the principalamount is due and payable in a single payment on the maturity date of the relevant Auto LoanContract.
“Banque PSA Finance” means a société anonyme with a share capital of € 177,408,000, whoseregistered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered withthe Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a creditinstitution (établissement de crédit) with the status of bank (banque) by the French Credit Institutionsand Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as Custodian andCompartment Cash Manager.
“Book VI” means the Livre VI of the Commercial Code, entitled “Des difficultés des entreprises”.
“Business Day” means a day which is a Target Business Day other than (i) a Saturday, (ii) a Sundayor (iii) a public holiday in Paris (France).
“Calculation Date” means the fifth (5th) Business Day preceding each Payment Date.
“Car” means any vehicle which is earth-borne, four-wheeled, with at least two powered wheels,weighing 3,500 kilograms or less.
“Civil Code” means the French Code civil.
“Class A Interest Amount” means the interest amounts due in respect of each Class A Note on eachPayment Date. This amount is calculated by multiplying the applicable Interest Rate by the PrincipalAmounts Outstanding of such Class A Note as determined by the Management Company at thebeginning of the corresponding Interest Period on the basis of the exact number of days elapsed insuch Interest Period and a 360 day year.
“Class A Note” means each of the 9,560 Class A Notes issued by the FCT in connection with theCompartment corresponding to an initial nominal amount equal to € 956,000,000, bearing interest atthe annual rate equal to the aggregate of the EURIBOR Reference Rate plus the Relevant Margin.
“Class A Noteholders” means the holders from time to time of Class A Notes.
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“Class A Noteholder Representative” has the meaning ascribed to it in Section “TERMS ANDCONDITIONS OF THE NOTES – Representation of the Noteholders”.
“Class A Notes Interest Shortfall” means the positive difference, if any, existing between the ClassA Interest Amounts due on a Payment Date and the Class A Interest Amounts effectively paid to theClass A Noteholders on such Payment Date.
“Class A Notes Underwriting and Subscription Agreement” means the underwriting andsubscription agreement dated on or prior the Closing Date between the Management Company, theCustodian, the Seller, the Joint Lead Managers and the Initial Subscriber in respect of the Class ANotes.
“Class A Principal Payment” means, during the Amortisation Period, the principal amount payable tothe Class A Noteholders on each Monthly Payment Date as calculated by the Management Companyas set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).
“Class B Interest Amount” means the interest amounts due in respect of each Class B Note on eachPayment Date. This amount is calculated by multiplying the applicable Interest Rate by the PrincipalAmount Outstanding of such Class B Note as determined by the Management Company at thebeginning of the corresponding Interest Period on the basis of the exact number of days elapsed insuch Interest Period and a 360 day year.
“Class B Note” means each of the 940 Class B Notes issued by the FCT in connection with theCompartment corresponding with an initial nominal amount equal to € 94,000,000, bearing interest atthe annual rate equal to the aggregate of the EURIBOR Reference Rate plus the Relevant Margin.
“Class B Noteholders” means the holders from time to time of the Class B Notes.
“Class B Notes and Residual Units Subscription Agreement” means the subscription agreementdated on or prior the Closing Date between the Management Company, the Custodian, the Class BNotes Subscriber and the Seller pursuant to which the Class B Notes Subscriber has undertaken tosubscribe all of the Class B Notes and the Seller has undertaken to subscribe all of the Residual Units.
“Class B Notes Interest Shortfall” means the positive difference (if any) existing between the ClassB Interest Amounts due on a Payment Date and the Class B Interest Amounts effectively payable tothe Class B Noteholders on such Payment Date.
“Class B Notes Subscriber” means Banque PSA Finance.
“Class B Principal Payment” means, during the Amortisation Period, the principal amount payable tothe Class B Noteholders on each Monthly Payment Date as calculated by the Management Companyas set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).
“Clearing Systems” means each of Euroclear France and Clearstream Banking, with which theManagement Company will register the Class A Notes on the Closing Date.
“Clearstream Banking” means Clearstream Banking Luxembourg S.A..
“Closing Date” means 20 July 2011.
“Collateral Accounts” means, in respect of each Interest Rate Swap Counterparty, the cash account(the “Collateral Cash Account”) in which such cash provided by the Interest Rate Swap Counterparty,if applicable, will be held and the custody account in which such securities provided by the InterestRate Swap Counterparty, if applicable, will be held (the “Collateral Custody Account”).
“Collection Period” means, in respect of a Payment Date, the calendar month immediately precedingsuch Payment Date provided that the first Collection Period is the period which shall begin on 7 July2011 and shall end on 31 August 2011.
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“Collective Employment Insurance Contract” means any insurance contract entered into by aDebtor with a Collective Insurer in connection with an Auto Loan Contract, and relating to the loss ofemployment of that Debtor.
“Collective Insurance Contracts” means a Collective Employment Insurance Contract or aCollective Life Insurance Contract.
“Collective Insurer” means any of the insurers mentioned in any Auto Loan Contract.
“Collective Life Insurance Contract” means any insurance contract entered into by a Debtor with aCollective Insurer in connection with an Auto Loan Contract, to cover the death and/or incapacity towork of that Debtor.
“Commercial Code” means the French Code de commerce.
“Commercial Renegotiation” means a renegotiation carried out by the Servicer in respect of aPurchased Receivable, in accordance with and subject to the Servicing Procedures.
“Commingling Reserve” means the amount credited by the Servicer or, as the case may be, by anyother entity of the PSA Group, to the Commingling Reserve Account, and adjusted thereafter, asapplicable, as a guarantee of the financial obligation (obligations financières), contingent and future, ofthe Servicer arising under the Master Servicing Agreement (including, without limitation, the obligationof the Servicer to credit the General Collection Account with the Available Collections).
“Commingling Reserve Account” means the bank account opened in the name of the FCT with theCompartment Account Bank and allocated to the Compartment by the Management Company to whichthe Servicer or, as the case may be, any other entity of the PSA Group will credit the ComminglingReserve.
“Commingling Reserve Decrease Amount” means, on any Monthly Payment Date, the amountsstanding to the credit of the Commingling Reserve Account above the Commingling Reserve RequiredAmount, it being understood that all amounts of interest received from the investment of theCommingling Reserve since the Business Day preceding the last Monthly Payment Date shall not betaken into account.
“Commingling Reserve Required Amount” means:
(i) on the Closing Date, an amount equal to EUR 21,735,000; and
(ii) in relation to any Payment Date, an amount as calculated by the Management Company equalto: POB * MPR * 138%
Where:
“POB” means the aggregate of the principal outstanding balance of the PerformingReceivables taking into account as the case may be, the Additional Receivables purchased atthe Purchase Date immediately preceding such Payment Date;
“MPR” is the maximum of the Monthly Prepayment Rate as determined by the ManagementCompany on the immediately preceding 12 Determination Dates (and for dates before theClosing Date, assuming that the Monthly Prepayment Rate is equal to 1.5%).
“Compartment” means AUTO ABS FCT COMPARTIMENT 2011-1, a compartment of the FCT jointlyestablished by the Management Company and the Custodian. The Compartment is governed byarticles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R.214-109 of the Monetary and Financial Code, the General Regulations and the CompartmentRegulations.
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“Compartment Account Bank” means Crédit Agricole Corporate and Investment Bank, a sociétéanonyme with a share capital of € 6,775,271,784, whose registered office is located at 9, quai duPrésident Paul Doumer, 92920 Paris La Défense (France), registered with the Trade and CompaniesRegistry of Nanterre (France) under number 304 187 701, licensed as a credit institution(établissement de crédit) with the status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment accountbank under the Compartment Bank Account Agreement.
“Compartment Accounts” means each of the following bank accounts: the General CollectionAccount, the Principal Account, the Interest Account, the General Reserve Account, the ComminglingReserve Account and the Collateral Accounts (as the case may be). The Compartment Accounts shallbe held by the Compartment Account Bank under the terms of the Compartment Bank AccountAgreement. As of the Closing Date, the Management Company shall allocate the above accountsexclusively to the Compartment.
“Compartment Bank Account Agreement” means the agreement entered on or prior the ClosingDate between the Management Company, the Custodian and the Compartment Account Bank inconnection with the keeping and management of the Compartment Accounts.
“Compartment Cash” means the monies paid into the Compartment Bank Accounts and comprisingthe amounts standing from time to time to the credit of the Compartment Accounts and pendingallocation. The Compartment Cash shall be invested by the Compartment Cash Manager pursuant tothe Compartment Cash Management Agreement.
“Compartment Cash Management Agreement” means the agreement entered into on or prior theClosing Date between the Management Company, the Custodian, the Compartment Account Bankand the Compartment Cash Manager pursuant to which the Management Company has appointed theCompartment Cash Manager in connection with the management and investment of the CompartmentCash.
“Compartment Cash Manager” means Banque PSA Finance, a société anonyme with a sharecapital of € 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325952 224, licensed as a credit institution (établissement de crédit) with the status of bank (banque) bythe French Credit Institutions and Investment Companies Committee (Comité des Etablissements deCrédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity ascompartment cash manager under the Compartment Cash Management Agreement.
“Compartment Establishment Date” means the Closing Date.
“Compartment Expenses” means the Servicing Fee, all expenses and fees due to the ManagementCompany, the Custodian, the statutory auditors of the FCT, the Compartment Account Bank, thePaying Agent, the Data Protection Agent, the Rating Agencies and the Compartment Cash Managerand such other fees and expenses as may be reasonably incurred for the operation or the liquidationof the Compartment, or in relation to a change of Servicer (including without limitation, expensesincurred in connection with the notification of Debtors), or in relation to the Notes, and in particular theannual fee payable to each Noteholder Representative and referred to in Condition 7 (Representationof the Noteholders) of the Notes and all reasonable expenses relating to any notice and publicationmade in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of eachMasse, including reasonable expenses relating to the calling and holding of Noteholders’ Meetings inrespect of each class of Notes, and all reasonable administrative expenses resolved upon by aNoteholders’ Meeting.
“Compartment Expenses Arrears” means the difference (if any) between the amount ofCompartment Expenses due and payable on any Payment Date and the amount of CompartmentExpenses which have been paid on such Payment Date.
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“Compartment Liquidation Date” means the date on which the Compartment will be liquidated beingthe date falling six months after the maturity date of the last Purchased Receivable allocated to theCompartment.
“Compartment Liquidation Event” means one of the events set out in Section “LIQUIDATION OFTHE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES –Mandatory Liquidation” of this Offering Memorandum.
“Compartment Liquidation Surplus” means any amount standing to the credit of the PrincipalAccount, the General Collection Account and the Interest Account following the liquidation of theCompartment and the payment of principal, interest, expenses and commissions due under theprovisions of the Compartment Regulations.
“Compartment Regulations” means the agreement entered into on or before the Closing Datebetween the Management Company and the Custodian, in connection with the establishment, theoperation and the liquidation of the Compartment.
“Conditions” means the general and/or particular terms and conditions applicable to the SpeciallyDedicated Account on the date of the Specially Dedicated Account Bank Agreement.
“Constant Instalments Receivable” means a receivable in respect of which the Instalments paid bythe corresponding Debtor on each Instalment Due Dates are of equal amount.
“Consumers Code” means the French Code de la consommation.
“Consumer Credit Legislation” means all the applicable laws and regulations governing the AutoLoan Contracts, including the provisions of the Consumers Code.
“Contentious Renegotiation” means a renegotiation of a Purchase Receivable carried out by theServicer in the context where a payment has not occurred and the situation has not been regularised,or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is made tothe court/tribunal pursuant to Title III of Book III of the Consumers Code, or article 1244-1 of the CivilCode, or under any other similar procedure as defined by any regulations in force.
“Contract Eligibility Criteria” means the criteria and specifications with which each Auto LoanContract relating to a Receivable must comply in order for such Receivables to be purchased at eachPurchase Date by the FCT (without prejudice to the Receivables Eligibility Criteria) (see Section“DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES”).
“Contractual Documents” means the Auto Loan Contracts and any other related documents enteredinto by the Seller in connection with the Receivables.
“Contractual Interest Rate” means, in relation to any Receivable, the interest provided for in thecorresponding Auto Loan Contract.
“CPR” means, in respect of any Collection Period, the prepayment compound rate (expressed on anannual basis) calculated on each Determination Date by the Management Company. The CPR isequal to the difference between:
(i) 1; and
(ii) the difference elevated to the power of 12, between 1 and the monthly prepayment rate (the“Monthly Prepayment Rate”) determined by the ratio of:
(a) the total Outstanding Balance of the Performing Receivables which have beenprepaid, as recorded during such Collection Period; and
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(b) the aggregate of the Outstanding Balance of the Performing Receivables on theDetermination Date of the immediately preceding Collection Period less the ScheduledPrincipal Payment in respect of such Performing Receivables and of such CollectionPeriod;
“Credit Reversals (Rejets)” means, for any wire transfer or any other means of payment relating toany Purchased Receivable, any return for any reason whatsoever having the effect of not permittingthe execution of such wire transfer or means of payment by the Debtor’s bank.
“Custodian” means Banque PSA Finance, a société anonyme with a share capital of € 177,408,000,whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registeredwith the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as acredit institution (établissement de crédit) with the status of bank (banque) by the French CreditInstitutions and Investment Companies Committee (Comité des Etablissements de Crédit et desEntreprises d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as co-founderof the Compartment and custodian of the Assets Allocated to the Compartment and, more generally,as co-founder of the FCT and custodian of the assets of the FCT, under the Compartment Regulationsand General Regulations.
“Data Protection Agent” means BNP Paribas Securities Services, a société en commandite paractions with a share capital of € 165,279,835, whose registered office is located at 3, rue d’Antin,75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) undernumber 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank(banque) by the French Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de ContrôlePrudentiel), acting in its capacity as data protection agent appointed by the Management Companyunder the provisions of the Data Protection Agreement.
“Data Protection Agreement” means the agreement entered into on or before the Closing Datebetween the Management Company, the Custodian, the Seller and the Data Protection Agreement,pursuant to which the Data Protection Agent is appointed by the Management Company to hold theDecryption Key and make consistency tests with the Encrypted Data File.
“Debtor” means each Private Debtor who has entered into an Auto Loan Contract with the Seller.
“Decryption Key” means in respect of the Purchased Receivables and the related encryptedinformation delivered by the Seller to the Management Company pursuant to the Master PurchaseAgreement, the code delivered on each Purchase Date by the Seller to the Data Protection Agent thatallows for the decoding of the encrypted information received by the Management Company.
“Defaulted Receivable” means a Purchased Receivable in respect of which:
(a) any amount due remains unpaid past its due date for 150 calendar days or more; or
(b) the Servicer, acting in accordance with the Servicing Procedures, has terminated oraccelerated the underlying Auto Loan Contract, or has written off or made provision againstany definitive losses at any time prior to the expiry of the period referred to in (a) above.
“Deferred Outstanding Balance” means, as of the relevant Purchase Date and on anyDetermination Date thereafter, in respect of any Purchased Receivable being subject to a DeferredPayment of the Purchase Price, the Outstanding Balance of that Purchased Receivable minus theAdjusted Outstanding Balance of that Purchased Receivable as of such Determination Date.
“Deferred Payment of the Purchase Price” has the meaning given to it in Section “DESCRIPTIONOF THE MASTER PURCHASE AGREEMENT – Purchase Price of the Receivables”.
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“Deferred Purchase Price” means, in respect of any Purchased Receivable being subject to aDeferred Payment of the Purchase Price, an amount equal to the Deferred Outstanding Balance ofthat Purchased Receivable as of the relevant Purchase Date.
“Delinquency Ratio” means, on any Determination Date, the ratio of (a) the aggregate EffectiveOutstanding Balance of Delinquent Receivables over (b) the aggregate Effective Outstanding Balanceof all Performing Receivables.
“Delinquent Receivable” means any Performing Receivable in respect of which an amount isoverdue for strictly less than 150 calendar days.
“Determination Date” means the last day of each calendar month.
“Effective Interest Rate” means, (i) in respect of a Purchased Receivable not subject to a DeferredPayment of the Purchase Price, the Contractual Interest Rate, (ii) in respect of a PurchasedReceivable subject to a Deferred Payment of the Purchase Price, the Adjusted Interest Rate.
“Effective Outstanding Balance” means as of any Determination Date, (a) in respect of a PurchasedReceivable subject to a Deferred Payment of the Purchase Price, the Adjusted Outstanding Balance ofthat Purchased Receivable as of such date or (b) in respect of a Purchased Receivable not subject toa Deferred Payment of the Purchase Price, the Outstanding Balance of that Purchased Receivable asof such date.
“Eligibility Criteria” means the criteria and specifications with which each Receivable must comply inorder to be purchased at each Purchase Date by the FCT (see Section “DESCRIPTION OF THEAUTO LOAN CONTRACTS AND THE RECEIVABLES”).
“Encrypted Data File” means any electronically readable data tape containing encrypted informationrelating to the personal data provided under paragraphs 2. of the lists of data set out in schedules 3and 4 to the Master Purchase Agreement in respect of (i) each Debtor for each Receivable identified inthe latest Receivables Purchase Offer (only to the extent the Revolving Period is continuing) and (ii)each Debtor of an outstanding Purchased Receivable (either a Performing Receivable, a DefaultedReceivable or a Delinquent Receivable, but excluding such Receivable (x) the transfer of which hasbeen rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer.
“EONIA” means, on any given day the weighted average rate per annum applicable to overnightunsecured lending transactions in the Euro-Zone interbank market as calculated by the EuropeanBanking Federation which appears on the Telerate page 247 and the Reuters page EURIBOR as of7.00 p.m. (Brussels time), on that day (or: (a) such other page as may replace Telerate pages 247 andthe Reuters page EURIBOR on that service for the purpose of displaying such information; or (b) if thatservice ceases to display such information, such page as displays such information on such service asmay replace the Dow Jones/Telerate monitor).
If, on any day, the rate is unavailable at such time and on such day the Management Company willrequest the principal Paris office of four (4) of the Reference Banks to provide it with its offeredquotation to leading banks in the Euro-zone interbank market as at 11.00 a.m. (Brussels time) on theday immediately following the day in question. The EONIA for the relevant day shall be determined, onthe basis of the offered quotations of those Reference Banks, as the arithmetic mean (roundedupwards to four decimal places) of the rates so quoted, provided that:
(a) if, on any such day, two (2) or three (3) only of the Reference Banks provide such offeredquotations to the Management Company, the EONIA for the relevant day shall be determined,as outlined above, on the basis of the offered quotations of those Reference Banks providingsuch quotations;
(b) if, on any such day, one (1) only or none of the Reference Banks provides the ManagementCompany with such an offered quotation, the Management Company will forthwith designate ingood faith two (2) banks (or, where one (1) only of the Reference Banks provides such a
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quotation, one (1) additional bank) to provide such a quotation or quotations to theManagement Company and the EONIA for the day in question shall be determined, as outlinedabove, on the basis of the offered quotations of such banks as so designated (or, as the casemay be, the offered quotations of such banks as so designated and the relevant ReferenceBank); and
(c) if no such bank(s) is (are) so designated or such bank(s) as so designated does (do) notprovide such a quotation(s), then the EONIA for the relevant day will be the EONIA in effect forthe last preceding day to which the foregoing provisions of this definition shall have applied.
“EURIBOR” means:
(a) European Interbank Offered Rate, the Euro-zone interbank rate applicable in the Euro-zonecalculated by the Banking Federation of the European Union by reference to the interbankrates determined by the credit institutions appointed for this purpose by the BankingFederation of the European Union, published by the European Central Bank in respect of theapplicable rate for each Interest Period. The EURIBOR rate is published by Telerate Page No.248 (or such other page as may replace Telerate Screen Page No. 248 on that service for thepurpose of displaying such information or if that service ceases to display such information,such page as displays such information on such equivalent service) at or about 11:00 a.m.(Paris time). The EURIBOR rate applicable to the Notes is determined two (2) Target BusinessDays prior to any Monthly Payment Date or any Accelerated Payment Date; or
(b) if, on any Interest Rate Determination Date, the Screen Rate is unavailable at such time onsuch date, the Management Company will request the principal Paris office of each of theReference Banks (or any substitute reference bank(s) duly appointed by the ManagementCompany), to provide the Management Company with their quoted rates to premium banks inthe Euro-zone interbank market for 3 month euro deposits in the Euro-zone and for 1 montheuro deposits in the Euro-zone at or about 11.00 a.m. (Paris time) in each case on the relevantInterest Rate Determination Date. The EURIBOR Reference Rate shall be determined on thebasis of the offered quotations of those Reference Banks. If, on any such Interest RateDetermination Date, two or three only of the Reference Banks provide such offered quotationsto the Management Company, the EURIBOR Reference Rate for the relevant Interest Periodshall be determined, as aforesaid, on the basis of the offered quotations of those ReferenceBanks providing such quotations. If, on any such Interest Rate Determination Date, one only ornone of the Reference Banks provides the Management Company with such an offeredquotation, the Management Company shall agree two banks (or, where one only of theReference Banks provides such a quotation, one additional bank) to provide such a quotationor quotations to the Management Company and the EURIBOR Reference Rate for the relevantInterest Period in question shall be determined, as aforesaid, on the basis of the offeredquotations of such banks as so agreed (or, as the case may be, the offered quotations of suchbank as so agreed and the relevant Reference Bank). If no such bank or banks is or are soagreed or such bank or banks as so agreed does or do not provide such a quotation orquotations, then the EURIBOR Reference Rate for the relevant Interest Period shall be theEURIBOR Reference Rate in effect for the last preceding Interest Period to which paragraph(a) or the foregoing provisions of this paragraph (b) shall have applied.
“EURIBOR Reference Rate” means 1 month EURIBOR (or, in the case of the first Interest Period, theannual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) inrespect of each Monthly Interest Period during the revolving Period, the Amortisation Period and theAccelerated Amortisation Period.
“EURO”, “EUR” or “€” is the currency of the Republic of France since the beginning on 1 January1999 of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing theEuropean Economic Community, as amended by the Treaty on the European Union. According to theprovisions of article L. 111-1 of the Monetary and Financial Code, the Euro is the lawful currency of theRepublic of France.
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“Euro-Zone” means the region comprised of the Member States of the European Union that adoptsthe single currency in accordance with the Treaty establishing the European Community (signed inRome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7February 1992).
“Euroclear” means Euroclear Bank S.A./N.V..
“Euroclear France” means Euroclear France, a société anonyme, whose registered office is locatedat 115, rue Réaumur, 75002 Paris, France, registered to the Trade and Companies Registry of Paris(France) under number 542 058 086.
“Excess Margin” means the amount resulting at any time from the positive difference (if any)between:
(A) the Available Interest Amount, excluding (i) the amounts standing to the credit of the InterestAccount as of the close of the immediately preceding Payment Date, (ii) the General Reserveand (iii) the Commingling Reserve (as the case may be); and
(B) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed SwapAmount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amountsdue to the Junior Swap Provider and (iii) the Class A Interest Amount and the Class B NotesInterest Amount.
“Excluded Amounts” means (i) any insurance premium, maintenance fees or other services feesowed by a Debtor in relation to Optional Supplementary Services and (ii) the application fees (frais dedossier) owed by a Debtor in relation to an Auto Loan Contract.
“FCT” means the fonds commun de titrisation à compartiments AUTO ABS established jointly byFrance Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacityas Custodian. The FCT is governed by articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L.214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the Monetary and Financial Code and the GeneralRegulations.
“FCT Establishment Date” means 25 November 2010.
“Final Legal Maturity Date” means, in respect of the Notes, 26 December 2022 (or the next BusinessDay).
“First Purchase Date” means the Closing Date.
“First Purchase Offer” means the purchase offer issued by the Seller to the Management Company(with copy to the Custodian), on or before the First Purchase Date, pursuant to the terms of the MasterPurchase Agreement.
“Fitch Ratings” means Fitch Ratings Ltd., a rating agency licensed to assess notes issued by Frenchfonds communs de titrisation pursuant to article L. 214-44 of the Monetary and Financial Code, whosehead office is located at 30 North Colonnade, London E14 5GN, United Kingdom.
“Fixed Amount” means any fixed amount, calculated by reference to the fixed rate of 1.80% and 50%of the Swap Notional Amount, that the FCT shall pay to each Interest Rate Swap Counterparty undereach Interest Rate Swap Agreement.
“Fixed Junior Swap Amount” means the fixed amount, calculated by reference to the fixed rate of2.30% and the Junior Swap Notional Amount payable by the FCT to the Junior Swap Provider underthe Junior Swap Agreement.
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“Floating Amount” means the floating amount, calculated by reference to the EURIBOR ReferenceRate and 50% of the Swap Notional Amount, payable by the Interest Rate Swap Counterparties to theFCT under the Interest Rate Swap Agreement.
“Floating Junior Swap Amount” means the floating amount, calculated by reference to the relevantEURIBOR Reference Rate and the Junior Swap Notional Amount, payable by the Junior SwapProvider to the FCT under the Junior Swap Agreement.
“General Collection Account” means the bank account opened as such by the ManagementCompany in the name of the FCT with the Compartment Account Bank.
“General Memorandum” means the document (document de référence relating to the FCT) preparedjointly by the Management Company and the Custodian in accordance with article L. 214-49-6 of theMonetary and Financial Code and the AMF General Regulations (Règlement général de l’Autorité desMarchés Financiers), in application of said regulations, registered by the Autorité des MarchésFinanciers on 28 October 2010 under number NR10-01.
“General Regulations” means the FCT general regulations (règlement général) dated 23 November2010 and made between the Management Company and the Custodian in connection with theestablishment, the operation and the liquidation of the Compartments and other compartments of theFCT.
“General Reserve” means, on any date, the credit balance of the General Reserve Account.
“General Reserve Account” means the bank account opened as such in the name of the FCT withthe Compartment Account Bank and allocated to the Compartment by the Management Company.
“General Reserve Cash Deposit” means the cash deposit to be made by the Seller under the termsof the General Reserve Cash Deposit Agreement on the Closing Date for an initial amount equal toone (1) per cent. of the aggregate of the Initial Principal Amounts of the Notes. The General ReserveCash Deposit will be deposited on the General Reserve Account to fund the initial amount of theGeneral Reserve.
“General Reserve Cash Deposit Agreement” means the agreement entered into on or prior theClosing Date between inter alia the Management Company, the Custodian and the Seller. TheGeneral Reserve Cash Deposit Agreement relates to the establishment, the funding and the restitutionof the General Reserve Cash Deposit.
“General Reserve Required Amount” means on any Payment Date, one (1) per cent. of the sum ofthe Principal Amount Outstanding of the Class A Notes and the Class B Notes.
“Global Portfolio Limits” has the meaning given to this expression in Section ”REPRESENTATION,WARRANTIES AND UNDERTAKINGS OF THE SELLER WITH RESPECT TO THE RECEIVABLES -Undertakings with respect to the Receivables”.
“Gross Loss Ratio” means, on any Determination Date, the ratio between (a) the aggregate of theOutstanding Balances of all Defaulted Receivables, for Receivables that became DefaultedReceivables since the Closing Date, on the respective dates on which they became DefaultedReceivables (excluding any Recoveries) and (b) the aggregate of the Outstanding Balances of allPerforming Receivables which have been purchased by the FCT and allocated to the Compartmentsince the Closing Date as calculated on the first day of the Amortisation Period.
“Information Date” means, at the latest, the fifth (5th) Business Day following each Determination
Date.
“Initial Principal Amount of the Class A Notes” means, with respect to each Class A Note, theprincipal amount of such Class A Note on the Closing Date (i.e. € 956,000,000).
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“Initial Principal Amount of the Class B Notes” means, with respect to each Class B Note, theprincipal amount of such Class B Note on the Closing Date (i.e. € 94,000,000).
“Initial Principal Balance” means, in respect of each Auto Loan Contract, the principal balance at thedate of the signature of that Auto Loan Contract before taking into account any payment of any initialinstalment payment.
“Initial Receivables" means the Receivables purchased by the FCT and allocated to theCompartment on the First Purchase Date in accordance with the Master Purchase Agreement.
“Initial Selection Date” means 6 July 2011.
“Initial Subscriber” means Societe Generale Bank Nederland N.V., a company organised underDutch law and licensed as a credit institution, having its registered office at Amstelplein 1, 1096-HAAmsterdam, The Netherlands registered with the Trade Register of the Chamber of Commerce atAmsterdam, The Netherlands under number 33 196 218.
“Instalment Due Date” means, with respect to any Receivables, the date on which payment ofprincipal and interest are due and payable under the relevant Auto Loan Contract. The Instalment DueDates of the Initial Receivables are the 5th, the 10th, the 15th, the 20th, the 25th and the last day ineach month provided that such Instalment may be paid on any other Instalment Due Date as definedby the commercial policy of Crédipar (or of any successor thereto) or in the event of any Renegotiationof the Receivables.
“Instalments” means, in respect of any Auto Loan Contract the amounts of each of the instalments tobe made by the Debtor on each date on which such instalment have to be paid under that Auto LoanContract.
“Interest Account” means the bank account opened as such in the name of the FCT by theManagement Company with the Compartment Account Bank.
“Interest Component Purchase Price” means, as of any Purchase Date and in respect of eachPurchased Receivable, accrued and unpaid interest as of such Purchase Date.
“Interest Period” means:
(a) for the first period only, the period from the Closing Date (included) and the 26 September2011 (excluded); and
(b) any Monthly Interest Period during the Revolving Period, the Amortisation Period and theAccelerated Amortisation Period relevant for the calculation of the interest amounts due inconnection with the Class A Notes and the Class B Notes;
“Interest Priority of Payments” has the meaning given to it in Section “OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS – Priority of Payments during the Revolving Period and the Amortisation Period”.
“Interest Rate Determination Date” means the second (2nd
) Business Day preceding as the casemay be the Closing Date or any Payment Date.
“Interest Rate Swap Agreement” means each swap agreement (including the FBF MasterAgreement, the schedules, the confirmation and any other related document) dated on or prior theClosing Date and made between the Management Company, the Custodian and each Interest RateSwap Counterparty pursuant to which such Interest Rate Swap Counterparty shall pay to the FCT forthe account of the Compartment the Floating Amounts and the FCT shall pay to such Interest RateSwap Counterparty the Fixed Amounts, provided the netting between Floating and Fixed Amounts dulyoccurs on the payment dates.
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“Interest Rate Swap Counterparties” means each of BNP Paribas and Société Générale in theircapacity as credit institutions having signed on or before the Closing Date the Interest Rate SwapAgreement with the Management Company and the Custodian, or any swap counterparty replacingSociété Générale or BNP Paribas.
“Interest Rate Swap Counterparty Rating Event” means one of the following events: (i) downgradeof the ratings of the Interest Rate Swap Counterparty not being remedied as provided by the InterestRate Swap Agreement; (ii) such Interest Rate Swap Counterparty is subject to insolvency orbankruptcy proceedings; or (iii) such Interest Rate Swap Counterparty is in default or fails to performunder the relevant Interest Rate Swap Agreement.
“Investment Period” means any period commencing on (and including) a Monthly Settlement Dateand ending on (but excluding) the immediately following Monthly Settlement Date.
“Investor Report” means the monthly report to be prepared by the Management Company on eachCalculation Date for the validation by the Custodian and published by the Management Company onits internet website on each Validation Date, in a form as attached to the Master DefinitionsAgreement.
“Joint Arrangers” means BNP Paribas, London branch and Société Générale, respectively, in theircapacity as bookrunners for the placement of a portion of the Class A Notes.
“Joint Lead Managers” means BNP Paribas, London branch and Société Générale, respectively, intheir capacity as lead managers for the placement of a portion of the Class A Notes and as underwriterof a portion of the Class A Notes pursuant to the Class A Notes Underwriting and SubscriptionAgreement.
“Joint Bookrunners” means BNP Paribas, London branch and Société Générale, respectively, intheir capacity as bookrunners for the placement of a portion of the Class A Notes.
“Junior Swap Agreement” means the swap agreement (comprising a FBF Master Agreement, aschedule and a confirmation) dated on or before the Closing Date and made between the FCT, inrespect of the Compartment, represented by the Management Company and the Custodian and theJunior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider isthe payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior SwapAmounts.
“Junior Swap Notional Amount” means:
(a) for any day on or before the first Payment Date: EUR 94,000,000; and
(b) for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Noteson the Payment Date on or immediately preceding such day, as calculated by theManagement Company.
“Junior Swap Provider” means Banque PSA Finance in its capacity as credit institution havingsigned on or before the Closing Date the Junior Swap Agreement with the Management Company andthe Custodian.
“Junior Swap Termination Amount” means the amount due by the FCT to the Junior Swap Provideror vice-versa in the event of an early termination of the Junior Swap Agreement.
“Junior Swap Termination Amount Arrears” means on any Payment Date, the Junior SwapTermination Amount which remains unpaid.
“Management Company” means France Titrisation, a société par actions simplifiée with a sharecapital of € 240,160, whose registered office is located at 41, Avenue de l’Opéra, 75002 Paris(France), registered with the Trade and Companies Registry of Paris (France) under number 353 053
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531, licensed by the Autorité des Marchés Financiers as management company of French debt mutualfunds (fonds communs de créances), acting in the name and on behalf of the FCT in respect of theCompartment (unless the context requires otherwise).
“Management Report” means the report prepared by the Management Company within four (4)months after the end of each financial year and sent to the Custodian and including:
(a) the amount and proportion of all fees and expenses borne by the Compartment during eachCollection Period of the financial year;
(b) the amount of the Compartment Cash by reference to the Assets Allocated to theCompartment;
(c) a description of the transactions carried out by the Compartment during the course of eachCollection Period of the financial year; and
(d) information relating to the Purchased Receivables, to any other assets owned by, and anyfinancial contracts entered into by, the FCT with respect of the Compartment and the Notesissued by the FCT with respect of the Compartment.
“Master Definitions Agreement” means the agreement entered into on or prior the Closing Datebetween, inter alia, the Management Company, the Custodian, the Seller, the Servicer, theCompartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties, theJunior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent and thePaying Agent and pursuant to which the parties have agreed to define a number of terms and phrasesin connection with the establishment and operation of the Compartment.
“Master Purchase Agreement” means the agreement entered into on or prior the Closing Date bythe Management Company, the Custodian and the Seller pursuant to which the Seller has intended toassign to the FCT some Receivables to be exclusively allocated to the Compartment.
“Master Servicing Agreement” means the agreement entered into on or prior the Closing Datebetween the Management Company, the Custodian and the Servicer, pursuant to which theManagement Company has appointed the Seller to service the Receivables and to enforce theAncillary Rights which both have been transferred to the FCT and allocated to the Compartment.
“Maximum Balloon Receivables Ratio” means 8%.
“Maximum Receivables Purchase Amount” means, during the Revolving Period, and on eachMonthly Payment Date, the greater of zero and the amount equal to (a) minus (b) where:
(a) is the aggregate of the Initial Principal Amounts of the Class A Notes and the Initial PrincipalAmounts of the Class B Notes (or following a Partial Early Amortisation Event, 90% of theaggregate of the Initial Principal Amounts of the Class A Notes and the Initial PrincipalAmounts of the Class B Notes); and
(b) is the Effective Outstanding Balance of all Performing Receivables as calculated on theimmediately preceding Determination Date.
“Maximum Used Car Receivables Ratio” means 50%.
“Monetary and Financial Code” means the French Code monétaire et financier.
“Monthly Deferred Principal” means, at any Determination Date, in respect of a PurchasedReceivable subject to a Deferred Payment of the Purchase Price, the Deferred Outstanding Balanceas of the immediately preceding Determination Date (or the relevant Purchase Date, as applicable)minus the Deferred Outstanding Balance as of such Determination Date
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“Monthly Interest Period” means, in respect of a Monthly Payment Date, the period between theprevious Monthly Payment Date (inclusive thereof) and the said Monthly Payment Date (exclusivethereof), with the exception of the first Monthly Interest Period which starts on the Closing Date(inclusive thereof) and ends on the first Monthly Payment Date (exclusive thereof), and the lastMonthly Interest Period which ends on the Final Amortisation Date at the latest (exclusive thereof).
“Monthly Payment Date” means the 25th
calendar day of each month and if such day is not aBusiness Day, the next following Business Day, except where this should fall in the next calendarmonth, in which case it shall fall on the immediately preceding Business Day. The first MonthlyPayment Date will be 26 September 2011.
“Monthly Reference Period” means any monthly period which comprises one Collection Period or, inrelation to the first Monthly Payment Date, all Collection Periods from the Closing Date and ending on31
stAugust 2011 (included).
“Monthly Servicer Report” means each computer file established by the Servicer supplied on eachrelevant Information Date to the Management Company under the Master Servicing Agreement.
“Monthly Settlement Date” means the Business Day preceding each Payment Date. The firstMonthly Settlement Date will be 23 September 2011.
“Moody’s” means Moody’s France S.A.S., a rating agency licensed to assess notes issued by theFrench fonds communs de titrisation pursuant to article L. 214-44 of the Monetary and Financial Code,whose head office is located at 92-96 bis, boulevard Haussmann, 75008 Paris (France).
“Net Junior Swap Amount” means in respect of a given Payment Date, the difference, expressed asan absolute figure, between the Floating Junior Swap Amount and the Fixed Junior Amount, payableon such Payment Date pursuant to the Junior Swap Agreement.
“Net Junior Swap Amount Arrears” means, on any Payment Date, the Net Junior Swap Amountswhich remain unpaid, or as the case may be, the Net Junior Swap Amounts due to the FCT in respectof the Compartment by the Junior Swap Provider.
“Net Swap Amount” means in respect of a given Payment Date, the difference, expressed as anabsolute figure, between the Floating Amount and the Fixed Amount, payable on such Payment Datepursuant to the Interest Rate Swap Agreement.
“Net Swap Amount Arrears” means, on any Payment Date, the Net Swap Amounts which remainunpaid or as the case may be, the Net Swap Amounts due to the FCT in respect of the Compartmentby the Interest Rate Swap Counterparties.
“New Car” means a Car of which the relevant Debtor is the first purchaser.
“Non-Conformity Rescission Amount” has the meaning given to it in Section “DESCRIPTION OFTHE MASTER PURCHASE AGREEMENT – Failure to conform and remedies”.
“Noteholder” means the holder of Notes from time to time.
“Noteholders’ Meeting” has the meaning ascribed to it in Section “TERMS AND CONDITIONS OFTHE NOTES – Representation of the Noteholders”.
“Notes” means the Class A Notes and the Class B Notes.
“Notes Interest Shortfall” means a Class A Notes Interest Shortfall or a Class B Notes InterestShortfall, as applicable.
“Notification of Control” means the notice addressed by the Management Company to theSpecially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank
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Account, with a copy to the Servicer, pursuant to clause 5.2 of the Specially Dedicated Account BankAgreement and in the form set out in schedule 1 of the Specially Dedicated Account BankAgreement.
“Notification of Release” means the notice addressed by the Management Company to theSpecially Dedicated Account Bank in respect of the operations of the Specially Dedicated BankAccount, with a copy to the Servicer, pursuant to clause 5.3 of the Specially Dedicated Account BankAgreement and in the form set out in schedule 2 of the Specially Dedicated Account BankAgreement.
“Optional Supplementary Service” (prestations complémentaires facultatives) means any insuranceor assistance services or maintenance services offered to the Debtors by the Seller in its capacity asinsurance broker (courtier en assurance) or insurance intermediary (intermédiaire en assurance) oragent (mandataire) of the relevant services provider, as the case may be, pursuant to the Auto LoanContracts.
“Outstanding Balance” means as of any Determination Date, in respect of any PurchasedReceivable, the present value of the remaining scheduled payments of principal and interest inaccordance with the amortisation schedule of such Receivable, using the Contractual Interest Rate asdiscount factor and the relevant Instalment Due Dates.
“Partial Early Amortisation” means a partial amortisation of the Notes as set out in Section“OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTESDEPENDING ON THE PERIODS – Partial Early Amortisation”.
“Partial Early Amortisation Amount” means, on any relevant Monthly Payment Date, an amountequal to 10% of the aggregate of the Initial Principal Amount of the Class A Notes and the InitialPrincipal Amount of the Class B Notes.
“Partial Early Amortisation Event” means the event occurring when on three (3) successivePurchase Dates, the aggregate of the Effective Outstanding Balances of the Performing Receivables,as calculated on the Determination Date immediately preceding each such Purchase Date (includingthe aggregate of the Effective Outstanding Balances of the Auto Loan Contracts the relatedReceivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than orequal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial PrincipalAmount of the Class A Notes and the Initial Principal Amount of the Class B Notes.
“Paying Agency Agreement” means the agreement entered into on or prior the Closing Datebetween the Management Company, the Custodian and the Paying Agent relating to the payments ofprincipal and interest due in respect of the Class A Notes.
“Paying Agent” means CACEIS Corporate Trust, a société anonyme with a share capital of€ 12,000,000, whose registered office is located at 1-3, place Valhubert, 75013 Paris (France),registered with the Trade and Companies Registry of Paris (France) under number 439 430 976,licensed as an investment services provider (prestataire de services d’investissement) with the statusof an investment firm (entreprise d’investissement) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement)(now the Autorité de Contrôle Prudentiel).
“Payment Date” means any Monthly Payment Date or any Accelerated Payment Date, as the casemay be.
“Performing Receivables” means any Auto Loan Contract which is not a Defaulted Receivable.
“Prepayment” means any payment, made in whole or in part (including any prepayment indemnities),by a Debtor in respect of a Receivable subject to the application of the provisions of the ConsumersCode or of the Civil Code and the applicable provisions of the Auto Loan Contracts.
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“Principal Account” means the bank account opened as such in the name of the FCT with theCompartment Account Bank and allocated to the Compartment by the Management Company.
“Principal Amount Outstanding” means, on any Payment Date and in respect of a Note of anyclass, the principal amount outstanding resulting from the difference between the Initial PrincipalAmount of the Notes of that class as at the Closing Date and the sum of principal amounts paid to theNoteholders of that Class at the previous Payment Dates and at the relevant Payment Date.
“Principal Component Purchase Price” means, as of any Purchase Date and in respect of eachPurchased Receivable, the Effective Outstanding Balance of such Purchased Receivable as of suchPurchase Date.
“Principal Deficiency Amount” means, pursuant to the Compartment Regulations, the amount equalto:
(a) on the Closing Date: zero; and
(b) on any Monthly Payment Date during the Revolving Period and the Amortisation Period, thegreater of zero and an amount equal to (i) minus (ii) where:
“(i)” equals the sum of (x) the Principal Deficiency Amount on the previous MonthlyPayment Date and (y) the Principal Deficiency Monthly Amount on that MonthlyPayment Date and (z) the aggregate of all amounts credited to the Interest Account bydebiting the Principal Account in accordance with paragraph (a) of the Principal Priorityof Payments on all previous Monthly Payment Dates; and
“(ii)” equals the aggregate of all amounts credited to the Principal Account by debiting theInterest Account in accordance with paragraph (e) of the Interest Priority of Paymentson all previous Monthly Payment Dates.
“Principal Deficiency Monthly Amount” means:
(a) on the Closing Date: zero (0);
(b) on any Monthly Payment Date during the Revolving Period and the Amortisation Period, anamount equal to the sum of the Effective Outstanding Balance of the Purchased Receivableswhich became Defaulted Receivables during the Collection Period immediately preceding suchMonthly Payment Date (this amount not being covered by available excess margin).
“Principal Deficiency Shortfall” means, an event occurring when, on a Monthly Payment Dateduring the Revolving Period, the amount transferred from the Interest Account to the credit of thePrincipal Account in respect of the Principal Deficiency Amount, as applicable in accordance with thePriority of Payments, is lower than the Principal Deficiency Amount, as calculated for the aforesaidMonthly Payment Date.
“Principal Priority of Payments” has the meaning given to it in Section “OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS” – Priority of Payments during the Revolving Period and the Amortisation Period”.
“Priority of Payments” means
during the Revolving Period and the Amortisation Period:
(i) the Interest Priority of Payments; and
(a)
(ii) the Principal Priority of Payments;
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(b) during the Accelerated Amortisation Period, the Accelerated Priority of Payments,
as set out in Section “OPERATION OF THE COMPARTMENT, REMUNERATION ANDAMORTISATION OF THE NOTES DEPENDING ON THE PERIODS – Distributions”.
“Private Debtor” means each Debtor which is an individual using the relevant Car for privatepurposes.
“Prospectus” means the prospectus made of the General Memorandum and the offeringmemorandum approved by the Autorité des Marchés Financiers.
“Prospectus Directive” means the Directive 2003/73/EC on the prospectus to be published whensecurities are offered to the public or admitted to trading, as lastly amended by Directive 2010/73/EUof the European Parliament and of the Council of 24 November 2010.
“PSA Car Dealer” means a subsidiary or a branch, as the case may be, of the PSA Group or a cardealer being franchised or authorised by the PSA Group in France.
“PSA Group” means Peugeot S.A., including all French or foreign entities in which Peugeot S.A.holds a direct or indirect interest of at least ten (10) per cent. of the capital and voting rights.
“Purchase Date” means the First Purchase Date and each Subsequent Purchase Date.
“Purchase Offer” means the purchase offer issued by the Seller to the Management Company (withcopy to the Custodian), no later than three (3) Business Days after any Information Date, pursuant tothe terms of the Master Purchase Agreement.
“Purchase Price” means, as of any Purchase Date and in respect of each Purchased Receivable, thesum of (a) the Interest Component Purchase Price, (b) the Principal Component Purchase Price and(c) any Deferred Outstanding Balance as of such Purchase Date which will be repaid over time to theSeller out of the relevant Priority of Payments.
“Purchase Shortfall” means an event which occurs when on two (2) successive Purchase Dates, theaggregate of the Effective Outstanding Balance of the Performing Receivables, as calculated on theDetermination Date immediately preceding each of such Purchase Dates (including the aggregate ofthe Effective Outstanding Balance of the Receivables which are sold by the Seller on the relevantPurchase Date) is less than or equal to 80 per cent. of the aggregate of the Initial Principal Amount ofthe Class A Notes and the Initial Principal Amount of the Class B Notes.
“Purchased Receivable” means a Receivable which has been purchased by the FCT pursuant to theMaster Purchase Agreement and allocated to the Compartment and (a) which remains outstandingand (b) the purchase of which has not been rescinded (résolu) in accordance with the MasterPurchase Agreement.
“Rate of Interest” means, in respect of the Notes of any class, the aggregate of (i) EURIBORReference Rate and (ii) the Relevant Margin for each class of Notes.
“Rating Agencies” means each of Fitch Ratings and Moody’s.
“Receivable” means the auto loan receivables due by each Debtor under the relevant Auto LoanContract.
“Receivables Eligibility Criteria” means the criteria and specifications with which each Receivablemust comply in order for those Receivables to be purchased at each Purchase Date by the FCT(without prejudice to the Contracts Eligibility Criteria) (see Section “DESCRIPTION OF THE AUTOLOAN CONTRACTS AND THE RECEIVABLES”).
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“Recoveries” means any amounts of principal, interest, arrears and other amounts received, inrespect of an enforcement proceeding, by the Servicer, acting in accordance with the ServicingProcedures, in respect of any Auto Loan Contract which has become a Defaulted Receivable,pursuant to the terms of the Master Servicing Agreement. Such Recoveries may relate to, as the casemay be:
(a) any payment (in part or in full) of any Defaulted Receivable by the relevant Debtor; and
(b) the proceeds of any sale of a Car by the Servicer pursuant to the provisions of the ServicingProcedures, the Auto Loan Contracts and laws and regulations provisions in force.
“Reduced Payment Date”: If the Management Company, on the third (3rd
) Business Day immediatelypreceding the Calculation Date has not received a Monthly Servicer Report due to be delivered by theServicer on the immediately preceding Information Date, the Payment Date immediately following thatCalculation Date shall be a “Reduced Payment Date”, save if such Payment Date is an AcceleratedPayment Date. A Reduced Payment Date shall only occur once.
“Reference Banks” means each of Crédit Agricole Corporate and Investment Bank, BNP Paribas,Société Générale and Natixis Banque Populaire, in their capacity as credit institutions responsible forcommunicating to the Management Company interest rate quotations for the calculation of EURIBORand, as the case may be, EONIA.
“Relevant Margin” means:
(i) 0.90 per cent. per annum in respect of the Class A Notes; and
(ii) 1.60 per cent. per annum in respect of the Class B Notes.
“Renegotiation” means a Contentious Renegotiation or a Commercial Renegotiation.
“Rescheduling Indemnification Amount” has the meaning given to it in Section “DESCRIPTION OFTHE MASTER SERVICING AGREEMENT – Commercial Renegotiations”.
“Residual Units” means each of the 2 Residual Units issued by the FCT in connection with theCompartment corresponding to an initial nominal amount of € 150 bearing interest at an undeterminedrate and subscribed on the Closing Date by the Seller under the terms of the Class B Notes andResidual Units Subscription Agreement.
“Residual Unitholders” means the holders from time to time of Residual Units.
“Revolving Period” means the period beginning on the Closing Date and ending on the earliest tooccur of the Monthly Payment Date falling in November 2012 (included) and the date on which anAmortisation Event occurs or the date on which an Accelerated Amortisation Event occurs. After theRevolving Period, there will be no further purchases of Receivables in respect of the Compartment.
“Scheduled Principal Payment” means, in relation to each Determination Date and each CollectionPeriod ending on such Determination Date, (i) in respect of a Purchased Receivable not subject to aDeferred Payment of the Purchase Price, the scheduled principal payment as of the Instalment DueDate falling during such Collection Period, in accordance with the Amortisation Schedule, or (ii) inrespect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, (a) thescheduled principal payment as of the Instalment Due Date falling during such Collection Period, inaccordance with the Amortisation Schedule minus (b) the relevant Monthly Deferred Principal as ofsuch Payment Date.
“Selection Date” means the Initial Selection Date or any Subsequent Selection Date, as the casemay be.
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“Seller” means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under theterms of the Master Purchase Agreement.
“Senior Swap Subordinated Termination Payments” means, in relation to each Interest Rate SwapAgreement, the excess of (i) any termination payment due and payable by the FCT to the relevantInterest Rate Swap Counterparty under such relevant Interest Rate Swap Agreement as a result of anEvent of Default or a Change in Circumstances (other than a tax event or illegality) (in each case asdefined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty isthe Defaulting Party or the Affected Party, as applicable (in each case as defined in the relevantInterest Rate Swap Agreement) over (ii) any amounts paid by any eligible replacement interest rateswap counterparty in relation to such Event of Default or Change in Circumstances (in each case asdefined in the relevant Interest Rate Swap Agreement).
“Senior Swap Subordinated Termination Payments Arrears” means on any Payment Date, theSenior Swap Subordinated Termination Payments which remain unpaid.
“Servicer” means the Seller appointed by the Management Company as servicer of the Receivablesunder the Master Servicing Agreement.
“Servicer Termination Event” means one of the events defined in the Section “DESCRIPTION OFTHE MASTER SERVICING AGREEMENT – Termination”.
“Servicing Fee” the monthly fee payable to the Servicer in respect of the administration, recovery andcollection of the Receivables, which shall be equal, in respect of each Collection Period, to (i) 1/12 of0.50 per cent. of the aggregate Outstanding Balance of all Performing Receivables which are notDelinquent Receivables, serviced by the Servicer as at the beginning of the relevant Collection Periodplus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and allDefaulted Receivables serviced by the Servicer as at the beginning of the relevant Collection Period,provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under(i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate of the Outstanding Balance of allPerforming Receivables serviced by the Servicer as at the beginning of the relevant Collection Period.
“Servicing Procedures” mean the administration and servicing procedures which have been definedbetween the Servicer pursuant to the Master Servicing Agreement (including those proceduresdescribed in schedule 1 of the Master Servicing Agreement) and which must be applied by theServicer for the administration, recovery and collection of any Purchased Receivable.
“Specially Dedicated Account” means the bank account opened with the Specially DedicatedAccount Bank and which is a specially dedicated bank account (compte d’affectation spéciale) inaccordance with articles L. 214-46-1 and D. 214-103 of the Monetary and Financial Code and pursuantthe terms of the Specially Dedicated Account Bank Agreement.
“Specially Dedicated Account Bank” means Crédit Agricole S.A., a société anonyme with a sharecapital of € 7,493,916,453, whose registered office is located at 91-93, boulevard Pasteur, 75015Paris (France), registered with the Trade and Companies Registry of Paris (France) under number784 608 416, licensed as a credit institution (établissement de crédit) with the status of bank (banque)by the French Credit Institutions and Investment Companies Committee (Comité des Etablissementsde Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
“Specially Dedicated Account Bank Agreement” means the agreement entered into on or beforethe Closing Date between the Management Company, the Custodian, the Servicer and the SpeciallyDedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté).
“Subsequent Purchase Date” means, with respect to any Additional Receivables, any date on whichthe Seller transfers to the FCT, for their exclusive allocation to the Compartment, AdditionalReceivables, under and subject to the terms of the Master Purchase Agreement. Any Subsequent
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Purchase Date shall fall on the ninth (9th) Business Day after each Determination Date during the
Revolving Period. By exception, the first Subsequent Purchase Date will fall in September 2011.
“Subsequent Selection Date” means the date falling no later than three (3) Business Days aftereach Information Date.
“Swap Counterparty Required Ratings” means Moody’s Second Trigger Required Ratings and theFitch Required Ratings, where:
“Moody’s Second Trigger Required Ratings” means (A) where a person is the subject of aMoody’s Short-term Rating, such rating is "P-2" or above and its long-term, unsecured andunsubordinated debt or counterparty obligations are rated "A3" or above or (B) where suchperson is not the subject of a Moody’s Short-term Rating, its long-term, unsecured andunsubordinated debt or counterparty obligations are rated "A3" or above by Moody’s.;
“Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-termrating scale in respect of a person’s short-term, unsecured and unsubordinated debtobligations; and
“Fitch Required Ratings” means where:
(a) the Class A Notes are assigned a rating of "AA-" or above by Fitch and:
(x) the short-term unsecured and unsubordinated debt obligations of a person areassigned a rating or a credit view the equivalent of a rating of "F1" or above byFitch; and
(y) the long-term unsecured and unsubordinated debt obligations of a person areassigned a rating or a credit view equivalent to a rating of "A" or above byFitch (and, if rated "A", Fitch has not publicly announced that such rating is on“Rating Watch Negative”); or
(b) the Class A Notes are assigned a rating of "A+" or below by Fitch and:
(x) the short-term unsecured and unsubordinated debt obligations of a person areassigned a rating or a credit view the equivalent of a rating of "F2" or above byFitch; and
(y) the long-term unsecured and unsubordinated debt obligations of a person areassigned a rating or a credit view equivalent to a rating of "BBB+" or above byFitch (and, if rated "BBB+", Fitch has not publicly announced that such rating ison “Rating Watch Negative”).
“Swap Notional Amount” means:
(a) for any day on or before the first Payment Date: € 956,000,000; and
(b) for any day thereafter, the minimum of (x) the aggregate of the Effective Outstanding Balanceof the Performing Receivables on the Determination Date immediately preceding the PaymentDate on or immediately preceding such day and (y) the aggregate of the Principal AmountOutstanding of the Class A Notes on the Payment Date on or immediately preceding such day,as calculated by the Management Company.
“Swap Termination Amount” means the amount due by the FCT to an Interest Rate SwapCounterparty in the event of an early termination of the corresponding Interest Rate Swap Agreement.
“Swap Termination Amount Arrears” means on any Payment Date, the Swap Termination Amountwhich remains unpaid.
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“Target Business Day” means a day on which the Trans-European Automated Real-Time GrossSettlement Express Transfer (TARGET) system is open.
“Tax Code” means the French Code Général des Impôts.
“Termination Indemnity Receivable” means the amount payable by a Debtor to Crédipar followingthe termination of an Auto Loan Contract as a result of the default of the Debtor.
“Transaction Documents” means the General Regulations, the Compartment Regulations, theMaster Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements,the Junior Swap Agreement, the Compartment Bank Account Agreement, the Compartment CashManagement Agreement, the Paying Agency Agreement, the Data Protection Agreement, the Class ANotes Underwriting and Subscription Agreement, the Class B Notes and Residual Units SubscriptionAgreement, the General Reserve Cash Deposit Agreement, the Specially Dedicated Account BankAgreement and the Master Definitions Agreement.
“Transfer Document” means the Acte de Cession de Créances governed by the provisions of articlesL. 214–43 of the Monetary and Financial Code which will include the mandatory provisions of articleD. 214–102 of the Monetary and Financial Code, pursuant to which the Seller will assign to the FCTthe Receivables on each Purchase Date.
"Uniform Servicing Procedures" means the servicing and management procedures usually appliedby each of the Servicers as directed by Crédipar.
“Unpaid Balance” means in relation to any Receivable which remains unpaid in full or in part, theunpaid balance of such Receivable as recorded by the Servicer, or the Management Company as thecase may be.
“Used Car” means a Car of which the relevant Debtor is not the first purchaser.
“Used Car Receivable” means a Receivable related to the financing of a Used Car.
“Validation Date” means the third (3rd
) Business Day preceding each Payment Date.
“Variable Instalment Receivables” means a Receivable arising under an Auto Loan Contractproviding up to 3 levels of Instalments but not a significant high Instalment on the last Instalment DueDates.
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APPENDIX II - NOTES DESCRIPTION TABLE
Ranking of theNotes/Residual Units
Class A Notes Class B Notes Residual Units
Number ofNotes/Residual Units
9,560 940 2
Nominal Value perNote/Residual Unit
€ 100,000 € 100,000 € 150
Global PrincipalAmount at ClosingDate
956,000,000 94,000 300
Subscription Periodfrom 4 July 2011 (inclusive)to 5 July 2011 (inclusive)
NA NA
Issue Price 100 per cent. 100 per cent. 100 per cent.
Closing Date 20 July 2011 20 July 2011 20 July 2011
Annual Interest RateEURIBOR Reference Rate +0.90 per cent.
EURIBOR Reference Rate +1.60 per cent.
Undetermined
Frequency of interestpayment (1)
Monthly Monthly Monthly
Interest PaymentDates
25th of each month 25th of each month 25th of each month
RedemptionFrequency
On occurrence of a PartialAmortisation Event andmonthly during theAmortisation Period and theAccelerated AmortisationPeriod, except on a ReducedPayment Date
On occurrence of a PartialAmortisation Event andmonthly during theAmortisation Period and theAccelerated AmortisationPeriod, except on a ReducedPayment Date
In fine
Weighted AverageLife of theNotes/Residual Units
See section “WeightedAverage Life of the Class ANotes”
Undetermined Undetermined
Final Legal MaturityDate
26 December 2022 26 December 2022 Compartment LiquidationDate
Nominal RedemptionAmount (2)
€ 100,000 € 100,000 € 150
Fitch Ratings rating(3)
AAAsf Unrated Unrated
Moody’s rating (3) (Aaa (sf)) Unrated Unrated
Form of theNotes/Residual Units
Book entry form Registered form Registered form
Placement of theNotes/Residual Units
Private Banque PSA Finance Crédipar
Listing and RelevantStock Exchanges
Application has been made tolist Class A Notes on theParis Stock Exchange(Euronext Paris)
Unlisted Unlisted
Clearing SystemsEuroclear France,Clearstream Banking
NA NA
Common Codes064200283 NA NA
ISIN CodesFR0011069038 NA NA
(1) The first Payment Date is 26 September 2011.
(2) To the extent of the Available Distribution Amount.
(3) Preliminary ratings.
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APPENDIX III - RATINGS
France Titrisation, in its capacity as Management Company, Banque PSA Finance, in itscapacity as Custodian, and Crédipar, in its capacity as Seller, have agreed to request Fitch Ratingsand Moody’s, in their capacity as Rating Agencies appearing on the list established by the decreedated of 23 August 1991, to provide ratings for the Class A Notes and to prepare the rating documentsas specified in article L. 214-44 of the Monetary and Financial Code.
The ratings assigned by the Rating Agencies to the Class A Notes of each class address thetimely payment of interest to the Class A Noteholders on each Payment Date and the ultimatepayment of principal at the latest on the Final Legal Maturity Date.
The ratings assigned by the Rating Agencies should not be considered as arecommendation or an invitation to subscribe, to sell or to purchase any Class A Notes. Suchratings may be, at any time, revised, suspended or otherwise withdrawn by the RatingAgencies.
This assessment of the Rating Agencies takes into account the capacity of the FCT toreimburse in full the principal of the Class A Notes at the latest on the Final Legal Maturity Date. Italso takes into account the nature and characteristics of the Purchased Receivables, the regularity andcontinuity of the cash flows from the transaction, the legal aspects relating to Class A Notes of eachclass and the nature and extent of the coverage of the credit risks related to Class A Notes of eachclass. The rating of the Class A Notes does not involve any assessment of the yield that any Class ANoteholder may receive.
The preliminary ratings assigned to the Class A Notes of each class, as well as any revision,suspension, or withdrawal of such preliminary ratings that the Rating Agencies reserve the right tomake subsequently, based on any information that comes to their attention:
- are formulated by the Rating Agencies on the basis of information communicated to them andof which the Rating Agencies guarantee neither the accuracy nor the comprehensiveness,thus the Rating Agencies cannot in any way be held responsible for said credit ratings, exceptin the event of deceit or serious error demonstrated on their part; and
- do not constitute and, therefore, should not in any way be interpreted as constituting, withrespect to any subscribers of Notes of each class, an invitation, recommendation or incentiveto perform any operation involving Class A Notes, in particular in this respect, to purchase,hold, keep, pledge or sell said Class A Notes.
The downgrading, suspension or withdrawal of any of the ratings assigned by theRating Agencies to the Class A Notes, shall have no consequences on any rating assigned tonotes or units issued by the FCT in respect of any other compartment as may be establishedfrom time to time by the Management Company and the Custodian. Similarly, the downgrading,suspension or withdrawal of any of the ratings assigned by any rating agency to the notesissued by the FCT in respect of any other compartment shall have no consequences on theratings assigned by the Rating Agencies to Class A Notes issued by the FCT.
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APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH RATINGS
Structured Finance
www.fitchratings.com 24 June 2011
Auto Loans France Presale
Auto ABS FCT Compartiment 2011‐1
Expected Ratings Class Amount (EURm) Final Maturity Rating a LSR CE (%) Outlook A 956.00m December 2022 AAAsf LS1 8.95 Stable B 94.00m December 2022 NRsf NR 0.00 n.a. Total Issuance 1,050.00 a Expected ratings do not reflect final ratings and are based on information provided by the issuer as of 27 May 2011. These expected ratings are contingent on final documents conforming to information already received. Ratings are not a recommendation to buy, sell or hold any security. The offering circular and other material should be reviewed prior to any purchase.
Transaction Summary This transaction is a securitisation of French auto loan receivables originated by Credipar in the normal course of its business. Credipar is the French subsidiary of Banque PSA Finance (BPF, not rated), which is the financial captive of the French car manufacturer Peugeot S.A. (PSA; ‘BB+’/Positive/‘B’).
The securitised portfolio consists of loans advanced to individual and self‐employed customers for the purchase of new or used vehicles, for private use. They can be either amortising loans, with constant instalments or variable instalments (the loan contract provides up to three levels of instalments but not a significant high instalment on the last payment date), or balloon loans. Balloon loans are for the purchase of new vehicles only, and the balloon amount, payable at the end of the contract, is commensurate with the residual value of the financed vehicle at loan term. All the loans have a fixed interest rate. They are treated as unsecured even if the servicer has legal recourse to the underlying vehicle in certain cases.
The rating on the class A notes addresses timely payment of interest and payment of principal by the final maturity date in accordance with the transaction documents.
Key Rating Drivers • Performance of Underlying Receivables: Fitch Ratings analysed obligor credit
risk by forming base‐case default and recovery assumptions and then stressing these assumptions according to the rating level of the class A notes. The agency has identified three sub‐portfolios that are homogeneous in terms of default rate (DR), recovery rate (RR) and term‐to‐maturity: the new‐vehicle amortising loans (NV loans, 54% of the loan book), the used‐vehicle amortising loans (UV loans, 40% of the loan book) and the new‐vehicle balloon loans (balloon loans, 6% of the loan book).
• Revolving Period: The transaction has a maximum 16‐month revolving period, after which the portfolio will become static and will amortise. Fitch has analysed the early amortisation triggers with reference to historical information provided. Fitch’s view is that such triggers, along with the eligibility criteria and the available credit enhancement, will adequately mitigate the risk added by the revolving period. In any case, Fitch has analysed potential pool mix shifts during this period and modelled a worst‐case portfolio.
• Interest Rate Risk: All the loans pay fixed interest rates, while the notes will pay a floating interest rate. To hedge the interest rate mismatches on the class A notes, the issuer will enter into two senior interest rate swap agreements (together referred to as the interest rate swap).
Contents Transaction Summary.......................1 Transaction and Legal Structure .........4 Asset Analysis ................................8 Financial Structure and Cash Flow Modelling.................................... 15 Asset Outlook .............................. 15 Counterparty Risk ......................... 16 Performance Analytics ................... 17 Appendix: Transaction Overview........19
Analysts Paul Peyré +33 1 4429 9170 [email protected]
Slim Souissi +33 1 4429 9175 [email protected]
Related Research Applicable Criteria • EMEA Consumer ABS Rating Criteria
(September 2009) • EMEA Consumer ABS Rating Criteria: Auto
Residual Value Addendum (October 2010) • Counterparty Criteria for Structured
Finance Transactions (March 2011) • Servicing Continuity Risk Criteria for
Structured Finance Transactions (March 2010)
• Global Structured Finance Rating Criteria (August 2010)
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 2
• Servicing Continuity Risk: Credipar will be the loan servicer. No back‐up servicer will be appointed at closing of the transaction. However servicing continuity risks are mitigated by the combination of several operational elements, among which the different steps to be undertaken by the management company to identify and appoint a replacement servicer as well as appropriate arrangements as regard to loan data and borrower information transfer. Furthermore, several factors mitigate the commingling risk, including the frequent sweep of collections to the issuer accounts, the use of a specially dedicated collection account and the availability of a dedicated commingling reserve. Lastly, an adequately sized reserve fund (the general reserve) will be made available to cover liquidity shortfalls only.
• Counterparty Risk: In terms of the direct counterparty exposures, Crédit Agricole Corporate and Investment Bank (CACIB; ‘AA−’/Stable/‘F1+’) and Crédit Agricole S.A. (CASA; ‘AA−’/Stable/‘F1+’) will hold respectively the issuer accounts and the specially dedicated servicer accounts, while BNP Paribas (‘AA−’/Stable/‘F1+’) and Société Générale ( ‘A+’/Stable/‘F1+’) will jointly act as the interest rate swap counterparties.
• Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. However, although it forecasts French economic activity to remain weak over the next two years, characterised by high unemployment, defaults are likely to remain within base‐case expectations as they already incorporate Fitch’s short‐term macroeconomic expectations. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector.
Rating Sensitivity 1
This section of the report provides a greater insight into the model‐implied sensitivities the transaction faces when one risk factor is stressed, while holding others equal. The modelling process first uses the estimation and stress of base case assumptions to reflect asset performance in a stressed environment and, secondly, the structural protection was analysed in a customised proprietary cash flow model (see Financial Structure and Cash Flow Modelling). The results below should only be considered as one potential outcome, given that the transaction is exposed to multiple risk factors that are all dynamic variables.
Rating Sensitivity to Default Rates The change in rating (ie ratings migration), if the base case joint probability of default for each loan is increased by a relative amount, is demonstrated below. For example, increasing the base case DR by 50% may result in a three‐notch downgrade of the class A notes from ‘AAAsf’ to ‘AA−sf’.
Rating Sensitivity to Increased Defaults Class A
Original rating AAAsf Increase base case by 10% AAAsf Increase base case by 25% AA+sf Increase base case by 50% AA−sf
Source: Fitch
Rating Sensitivity to Recovery Rates The change in rating if the base case RR are adjusted is demonstrated in the Rating Sensitivity to Reduced Recovery Rates table below.
1 These sensitivities only describe the model‐implied impact of a change in one of the input variables. This is designed to provide information about the sensitivity of the rating to model assumptions. It should not be used as an indicator of possible future performance
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 3
Rating Sensitivity to Reduced Recovery Rates Class A
Original rating AAAsf Reduce base case by 10% AAAsf Reduce base case by 25% AAAsf Reduce base case by 50% AA+sf
Source: Fitch
Rating Sensitivity to Shifts in Multiple Factors The Rating Sensitivity to Increased Default and Reduced Recovery Rates table summarises the rating sensitivity to stressing multiple factors concurrently. Three scenarios are evaluated to demonstrate the sensitivity of the rating to varying degrees of stress, ie mild, moderate and severe changes to the expected level of defaults and recoveries.
Rating Sensitivity to Increased Default and Reduced Recovery Rates Class A
Original rating AAAsf Increase defaults by 10% and reduce recoveries by 10% AA+sf Increase defaults by 25% and reduce recoveries by 25% AAsf Increase defaults by 50% and reduce recoveries by 50% A+sf
Source: Fitch
Model, Criteria Application and Data Adequacy Due to the nature of the underlying receivables, which are highly granular and homogeneous in their default risk, the transaction was analysed primarily using the criteria, “EMEA Consumer ABS Rating Criteria”.
Fitch was provided with portfolio stratification data showing various parameters, including the current and original loan balance, original term, original loan‐to‐value ratio (OLTV), remaining term, seasoning, yield, geographic distribution, split by loan type (NV, UV and balloon loans). The agency was also provided with monthly origination volumes, dynamic delinquency and prepayment data, as well as cumulative gross and net default data (which allowed calculating cumulative recovery data) per origination vintage on a quarterly basis from 2004 to 2010.
The recovery data was provided by vintage of origination rather than vintage of default making viewing the underlying trends difficult and the recovery analysis more complex. Fitch however viewed such limitation as being partly mitigated by the fact the recovery mainly comes from the sale of the underlying vehicle, which is performed in a short period of time and therefore makes the recovery timing relatively predictable. Furthermore, the agency gained comfort that the OLTV has remained relatively stable from an origination vintage to the other.
Fitch determined that an adequate level of data was provided to be able to apply the above rating criteria. The agency specifically noted that origination volumes have been relatively stable. It also noted that the period considered (2004 to 2010) covers an entire economic cycle in France. In particular, both the default and recovery data incorporate elements of economic stress, including:
• the steady increase in unemployment in 2008 and 2009, driving historically high defaults; and
• the drop in used‐vehicle prices in 2008 and early 2009, as well as high unemployment in 2009 and 2010, weighing on recoveries (respectively, secured and unsecured).
Lastly, Fitch has been able to make comparisons with performance data that was available from other French auto finance providers, within the captive and independent sectors.
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 4
In accordance with the “EMEA Consumer ABS Rating Criteria”, the transaction cash flows were modelled under different asset performance stress assumptions, taking into account the deal structure as outlined in this report (see Financial Structure and Cash Flow Modelling).
Transaction and Legal Structure
Figure 1
Structure Diagram
Source: Transaction documents, Fitch
Senior Interest Rate Swap
Counterparties: BNP Paribas and Société Générale
Account Bank: Crédit Agricole Corporate and Investment
Bank
Specially Dedicated Bank Account:
Crédit Agricole S.A.
Obligors Originator/Seller: Crédipar
Issuer: Auto ABS FCT Compartiment
20111
Class A Notes
Class B Notes
Servicer: Crédipar
Cash Manager: Banque PSA Finance
Management Company:
France Titrisation
Issuer and True Sale The issuer is a French compartmentalised debt mutual fund (fonds commun de titrisation à compartiments) jointly established by the management company and the custodian on 25 November 2010 and regulated and governed under French law.
The Auto ABS FCT Compartiment 2011‐1 transaction will be the second compartment to be issued of the Auto ABS FCT. At closing, the seller will transfer the loan receivables and their related ancillary rights to Auto ABS FCT Compartiment 2011‐1. The issuer will finance the acquisition of the loan receivables through the issuance of notes and “asset‐backed units” (as required under French law). The issuer does not have legal personality; rather the management company acts in the name and on behalf of the Issuer.
Capital Structure and Credit Enhancement The issuer will issue two classes of notes. The proceeds of the class A and B notes will be applied to purchase the portfolio of receivables. Additionally, a general reserve will be funded at inception. The subordination of the class B notes and the availability of the general reserve to provide credit support under certain circumstances will provide credit enhancement to the class A notes. In addition, the transaction is expected to benefit from excess spread.
At closing, the general reserve will equal 1.0% of the class A and B notes balance. It will amortise along with the aggregate of the outstanding balance of the class A and B notes and will be available at any time for liquidity purposes (senior fees, swap payments and interest payments on the class A notes), ie, it will be used only to the extent that available interest proceeds are not sufficient to cover such senior payments. The general reserve may provide credit enhancement to the extent that, while amortising, the excess of the reserve will flow through the relevant priority of
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 5
payments and will provide additional excess spread, available to cure any amount that would have been registered on the principal deficiency ledger (PDL).
Interest Rate Swap The issuer will enter into an interest rate swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class A notes. In addition, the issuer will enter into a junior swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class B notes.
Under the interest rate swap agreement, the issuer will make a fixed rate payment and, in return, will receive one‐month Euribor, both payments being made on a notional balance equal to the minimum of the outstanding balance of the non‐ defaulted loans and the outstanding balance of the class A notes. The swap fixed rate has not yet been finalised and Fitch has modelled illustrative rates provided by the transaction parties.
Eligibility Criteria The purchase by the issuer of loans at inception or during the revolving period will be subject to a number of conditions which include, among others, the following:
• Individual eligibility criteria:
1. The receivable is for the financing of a new or used car.
2. Where the receivable is a balloon receivable, it relates to the purchase of a new car.
3. The payment of the receivable is made by direct debit.
4. The receivable pays a fixed interest rate, equal to at least 4.0% per annum.
5. At least one instalment has been received.
6. The receivable includes strictly less than 2 unpaid outstanding instalments.
7. To the best of the knowledge of the seller, the debtor is not subject to a review by a commission responsible for reviewing the over‐indebtedness of consumers or to any judicial liquidation proceedings.
8. No debtor can bring a claim against the seller for the payment of any amounts relating to the relevant receivable.
9. The debtor is not an employee of the seller.
10. The debtor is domiciled in the France metropolitan territory.
11. The financing contract is legal, valid, binding and enforceable.
12. The receivable is denominated and payable in euros.
13. The contract is subject to French law.
• Global eligibility criteria/conditions precedent to the purchase of additional receivables include:
1. The weighted‐average interest rates of the receivables (taking into account the additional receivables) shall not be less than 8.25%.
2. The portion of the used car receivables (taking into account the additional receivables) shall not exceed 50%.
3. The portion of the balloon receivables (taking into account the additional receivables) does not exceed 8%.
Priority of Payments The transaction will be revolving for a maximum period of 16 months. During the revolving period, the notes shall receive payments of interest but shall not receive
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 6
payments of principal except in the case of a partial early amortisation (if the ratio of (i) the outstanding balance of the performing loans, including the loans eligible for repurchase, by (ii) the initial balance of the notes is below 90%, the class A and B notes will be partially redeemed, on a pro‐rata basis, by an amount equal to 10% of the initial balance of the notes).
Following the occurrence of an amortisation event, the notes will be amortising monthly on a sequential basis. Amortisation events include:
• the arithmetic mean of the last three ratios of (i) the balance of the delinquent loans by (ii) the balance of the performing loans is higher than 3.5%;
• a purchase shortfall (ratio of (i) the outstanding balance of the performing loans, including the loans eligible for repurchase, by (ii) the initial balance of the notes is below 80% on two successive purchase dates);
• the seller/servicer becomes insolvent or has its credit institution license withdrawn;
• the servicer has failed to appropriately credit the commingling reserve account;
• the seller has breached any of its material obligations as regard data protection;
• any interest rate swap counterparty is downgraded below ‘A’/‘F1’ (or is rated ‘A’ and has its rating placed in rating watch negative) and has failed to provide the required collateral;
• a servicer termination event (mainly: (i) the servicer becomes insolvent or has its banking license withdrawn, or (ii) the servicer breaches any of its obligations; any of the representations and warranties made by the servicer is false or incorrect); or
• a principal deficiency shortfall (amounts registered in the PDL cannot be cured).
Prior to an accelerated amortisation event or a compartment liquidation event, (see below), payments of principal and interest will be made monthly in accordance with a separate and sequential priority of payments. On each payment date, the interest and principal proceeds will be applied in accordance with, respectively, the interest priority of payments and the principal priority of payments under the priority of payments described in the figure below.
1. Interest proceeds: available revenue, ie revenue receipts (mainly the income element of the loans, plus any recoveries from defaulted loans), plus interest received from the placement of collections, plus amounts standing to the general reserve account plus, if any, all available principal receipts that are applied to make up any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes.
2. Principal proceeds: principal receipts, ie the principal element of the loans, plus any amount to be credited to the PDL.
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Figure 2
Summary of the Priority of Payments Applicable During the Revolving Period and the Amortisation Period Interest priority of payments Principal priority of payments 1 Senior expenses 1 Revenue deficiency in respect of senior
expenses, payments under the interest rate swap agreement and payment of interest on the class A notes
2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments)
2 During the revolving period, payment of the principal component purchase price of additional pool
3 Interest on the class A notes 3 During the amortisation period, principal on the class A notes
4 Replenishment of the general reserve at the required level
4 Revenue deficiency in respect of payment of interest on the class B notes
5 Payment on the PDL 5 During the amortisation period, principal on the class B notes
6 Payment of the subordinated interest rate swap amounts
6 Liquidation surplus paid the holders of the residual units on the compartment liquidation date.
7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Excess released to the seller and to the
residual units holder.
Source: Transaction documents, Fitch
Provisioning will be made through the PDL, which will record any defaulted loan (ie loan which are either five months delinquent or which have been written‐off by the Servicer). The PDL also records any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes.
Following an accelerated amortisation event or a compartment liquidation event, all classes of notes would become payable under an accelerated priority of payments, which is a combined and sequential priority of payments, as summarised below.
Figure 3
Summary of Accelerated Priority of Payments 1 Senior expenses 2 Payments under the interest rate swap agreement (excluding subordinated swap termination
payments) 3 Interests on the class A notes 4 Replenishment of the general reserve at the required level 5 Principal on the class A notes (until redemption in full) 6 Payment of subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Principal on the class B notes (until redemption in full) 10 Repayment of the outstanding general reserve to the seller 11 Excess released to the seller and the residual units holders
Source: Transaction documents, Fitch
Accelerated amortisation events include:
• a class A notes interest shortfall (not remedied within five business days); or
• the principal deficiency amount registered on the PDL is higher than 50% of the outstanding balance of the class B notes.
Compartment liquidation events include:
• the liquidation is in the interest of the residual unitholders and noteholders;
• the notes and the residual units are held by a single holder and such holder requests the liquidation of the issuer; or
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Auto ABS FCT Compartiment 2011‐1 June 2011 8
• the notes and the residual units are held solely by the seller and the seller requests the liquidation of the issuer; or
• the outstanding balance of the performing receivables has fallen below 10% of the initial balance.
Upon the occurrence of a compartment liquidation event, the management company shall propose to the seller to repurchase the remaining receivables in a single transaction at a fair market price and only if the total amount is sufficient to enable the issuer to repay the notes in full.
Disclaimer For the avoidance of doubt, Fitch relies, in its credit analysis, on legal and/or tax opinions provided by transaction counsel. As Fitch has always made clear, Fitch does not provide legal and/or tax advice or confirm that the legal and/or tax opinions or any other transaction documents or any transaction structures are sufficient for any purpose. The disclaimer at the foot of this report makes it clear that this report does not constitute legal, tax and/or structuring advice from Fitch, and should not be used or interpreted as legal, tax and/or structuring advice from Fitch. Should readers of this report need legal, tax and/or structuring advice, they are urged to contact relevant advisers in the relevant jurisdictions.
Asset Analysis Originator/Seller Overview The originator, Credipar, is a subsidiary of Banque PSA Finance (BPF) which is the financial captive of the French car manufacturer Peugeot S.A. (PSA). BPF is the parent company of all the different financial arms of PSA, Credipar being its French arm.
Credipar was created in 1979. Its aim is to provide financing for the purchase of Citroën and Peugeot vehicles, as well as vehicles from other brands, and has a wide range of financial products such as loans, leases, rental with purchase options and so on, in addition to insurance and maintenance services.
In 2010, Credipar financed more than 325,000 cars, worth about EUR3.1bn, and it financed 28% of PSA’s new‐vehicle sales. Despite the impact on the French market of car‐scrapping schemes in 2009 and 2010, which resulted in a higher proportion of customers using cash rather than using credit, Credipar increased by 0.5% its market share of the financing of new vehicles from PSA in 2010.
Fitch undertook a review of the origination and servicing processes of Credipar in March 2011 at its head office, in Levallois‐Perret (near Paris). In the agency’s view, the company follows market practices in origination, underwriting and servicing and demonstrates an experienced management team and processes.
Loan Products The main product types offered by Credipar are:
• “vente à crédit” (VAC) loans (loans originated at the vehicle point‐of‐sale); (2010: 41%);
• lease products (rental‐with‐purchase options); (2010: 59%).
The VAC products are aimed at financing new vehicles (NV) or used vehicles (UV) and can be for retailers (individuals and self‐employed) or professionals. All vehicle brands are eligible for UV while only Peugeot and Citroen are eligible for NV.
All the loans bear a fixed interest rate and can be either fully amortising or amortising with a balloon payment at loan maturity (less than 6% of the balance under management). The balloon feature is generally related to a repurchase agreement between the dealer and the customer – at loan maturity, the customer can be offered the following possibilities:
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Auto ABS FCT Compartiment 2011‐1 June 2011 9
• return the vehicle in lieu of the final instalment and purchase a new car through the dealer (in which case the dealer would pay the balloon amount to Credipar);
• keep the vehicle and pay the final instalment, or
• keep the vehicle and get the final instalment rescheduled over an additional period and re‐pay in instalments.
The balloon amount is commensurate with the applicable residual value (RV) of the financed vehicle at loan term. It is set by Credipar with a market quotation tool for second‐hand vehicles, which gathers information on all cars in France and is constantly updated. Each contract’s RV is usually set at a 5% to 10% discount from this market quotation tool to ensure that neither Credipar nor the car dealers take RV risk.
Other services, such as death insurance or insurance against vehicle loss, destruction and theft are offered (but are not mandatory).
Origination Channels Credipar has set up a network of 14 agencies, spread across the country, which liaise directly with car dealers. The cars dealers could be either subsidiaries of the group (“succursales” or “filiales”, more than 100), independent dealers (“concessionaires”, around 300) or agents (more than 3,000).
Product particulars, strategic positioning and action plans are discussed between the agencies and the dealers on a regular basis (although the dealers have no obligation to work exclusively with Credipar). This is particularly important as it enables Credipar to adequately position its products depending on customer type, demand and market movements as well as depending on the risk Credipar and the dealers are willing to take.
Underwriting Applications are completed at the dealer level, with the assistance of FORCE, a tool implemented to assist salesmen to adequately understand the needs and capabilities of its client, identify the market segment to which he/she pertains and adapt the offer accordingly. Simulations validate decisions and enable rapid applications within safe boundaries. Moreover, the system captures and records the customer’s relevant information for future reference.
Applications from retailers are managed by a dedicated system (SEDRE) through which demand is automatically scored. Applications, depending on the size of the contract and underlying customer risk, are approved either at the agency (105 account managers) or at the central office level (10 analysts). Only applications with the best scores (“green” score) are automatically accepted. The intermediary scores (“orange” scores) lead to a manual review of the application while the files with the lowest scores (“red” scores) can only be accepted by the regional operation officer, by the account managers head or at the central office. The final decision (to accept or reject the application) is taken by the agency and finally transmitted to the point‐of‐sale.
The analysis includes a check of the Banque de France database and a check of the internal database. Applications from clients held in the Banque de France database are not necessarily rejected. Other relevant information from clients includes: age, household status, employment, level of solvability (income, rental revenue, other loans) and banking information. The credit scoring also takes into account the nature of the financing plan (financed amount, personal contribution, nature of the vehicle, age of the vehicle, etc).
This credit scoring system was developed by Credipar and has been used since 1985. Since 2002, a periodic evaluation of the performance of the score is made by BPF. A
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specific application (called SCORIX) is dedicated to the monitoring of the risk, keeping records of the demands for financing as well as the related negative credit events.
Servicing and Collections The client relations department (“Direction des Services à la Clientèle” or DSLC) manages performing loans. The litigation department (“Direction du Recouvrement” or DREC) is in charge of managing the litigation department from amicable recoveries to legal proceedings.
Payment is monthly in the vast majority of the cases, via direct debit. Ongoing servicing of performing contracts, or those with just one instalment in arrears, is carried out by the DSLC. The department has 29 people dedicated to individual customers. They deal with purchases, management of accidents and claims, following‐up on purchase option dates, etc.
Some 103 analysts manage the DREC from amicable recoveries (up to 90 days) to legal proceedings.
In 2002, BPF created a centralised structure in charge of supervising the recovery activities among all subsidiaries. In 2008, BPF decided to group in Warsaw its amicable recovery activities for Credipar as well as its English, German and Austrian subsidiaries.
The different collection stages and actions are:
• Amicable stage – when a loan is less than 90 days past due (dpd):
o scoring;
o automatic amicable recovery, function of the payment behaviour (automated reminders sent);
o phone number search;
o personalised recovery process by phone.
• Pre‐contentious stage – when a loan is between 90 dpd and 150 dpd:
o physical search for the client;
o additional telephone follow‐up;
o specific treatment of over‐indebtedness cases;
o attempts to get title of the assets;
o use of bailiffs.
• Contentious stage – when a loan is more than 150 dpd:
o personalised process set‐up to provide support to financially distressed customers, with possible rescheduling plans or agreed sale of their car,
o seizure of the vehicle, using external, specialised firms,
o sale of the vehicle is backed up with experienced auctioneers, and takes between one and two months on average (37 days on average in 2007, 40 days on average in 2008 and 2009).
Portfolio Summary The preliminary portfolio, as at 27 May 2011, comprised 230,189 loans with an average current balance of EUR4,596, totalling EUR1,057.9m. The portfolio consists of loans advanced to individuals, which are aimed at financing new vehicles (60.0%), either being amortising loans (54.4%) or balloon loans (5.6%), or used vehicles (40.0%). It has a weighted‐average (WA) seasoning of 12.9 months and a WA remaining term of 43.3 months. All the loans pay a fixed interest rate (the WA interest rate is 8.9%). For more details, please see the Key Characteristics of the Portfolio figure below.
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Figure 4
Key Characteristics of the Portfolio a
NV loans UV loans Balloon loans Total pool Current balance (EUR) 575,914,409 422,786,153 59,225,273 1,057,925,835 Current balance (%) 54.4 40.0 5.6 100.0 Number of loans 125,262 100,432 4,495 230,189 Average current loan balance (EUR) 4,598 4,210 13,176 4,596 WA interest rate (%) 8.2 9.7 10.4 8.9 WA original term (months) 56.0 56.8 53.7 56.2 WA remaining term (months) 44.0 42.6 42.1 43.3 WA seasoning (months) 12.0 14.2 11.5 12.9 WA OLTV (%) 53.1 62.5 84.5 58.6 a Preliminary portfolio as of 27 May 2011 Source: Credipar, Fitch
Portfolio Credit Analysis Default Risk Fitch reviewed separate default data (cumulative default rates per origination vintage) for NV, UV and balloon loans provided by Credipar. Because of the different default behaviours observed for the different loan categories, whether during a benign economic period (origination vintages 2004 and 2005) or during the recent recessionary period (origination vintages post‐2006), Fitch has made a distinction between NV, UV and balloon loans in its default base case assumptions.
Figure 5
0.0
0.5
1.0
1.5
2.0
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Defaults per Origination Vintage on NV Loans
New Vehicle Loans => NV Loans Source: Fitch, Credipar
Figure 6
0.0
1.0
2.0
3.0
4.0
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Defaults per Origination Vintage on UV Loans
Used Vehicle Loans => UV Loans Source: Fitch, Credipar
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Figure 7
0.0
0.5
1.0
1.5
2.0
2.5
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Defaults per Origination Vintage on Balloon Loans
Balloons Loans => Balloon Loans Source: Fitch, Credipar
Regarding UV and balloon loans Fitch observed a deterioration in performance for the origination vintages the most severely hit by the latest crisis and, in particular, the origination vintage 2008 which was directly impacted by the sharp rise in unemployment observed in Q42008 and 2009 and, to a certain extent, by the drop in used‐vehicle prices in 2008 and early 2009. The NV loans, in contrast, have demonstrated a clear resilience to the crisis, with a stable performance across the last economic cycle.
In determining base‐case assumptions, Fitch also took into account peer comparison data from other independent and captive French auto loan providers. Also considering the French economic outlook and the stabilising unemployment, Fitch determined a base case DR of 1.8% for the NV loans, 4.0% for the UV loans and 2.3% for the balloon loans.
Fitch reviewed separate recovery data (cumulative recovery rates per origination vintage, consisting of the cumulative recoveries expressed as a percentage of the cumulative defaults of a given origination vintage) for NV, UV and balloon loans provided by Credipar.
The fact such recovery data was provided by vintage of origination rather than vintage of default makes viewing the underlying trends difficult and the recovery analysis more complex. Fitch however viewed such limitation as being mitigated by the fact the recovery mainly comes from the sale of the underlying vehicle, which is done in a short time‐period and therefore makes the recovery timing relatively predictable. Furthermore, the agency gained comfort that the OLTV has remained relatively stable from an origination vintage to the other.
Figure 8
0 10 20 30 40 50 60 70
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Recoveries per Origination Vintage on NV Loans
New Vehicle Loans => NV Loans Source: Fitch, Credipar
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Figure 9
‐10 0
10 20 30 40 50 60
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Recoveries per Origination Vintage on UV Loans
Used Vehicle Loans => UV Loans Source: Fitch, Credipar
Figure 10
0
20
40
60
80
100
120
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
(Quarters since origination)
2004 2005 2006 2007 2008 2009 2010 (%)
Cumulative Recoveries per Origination Vintage on Balloon Loans
Balloons Loans => Balloon Loans Source: Fitch, Credipar
The origination vintages 2008 and 2009, for which the bulk of the defaults have occurred during the recent crisis, tend to exhibit lower recoveries than the other origination vintages. This is likely explained by the reduction in the unsecured recoveries, in a context of high unemployment, as well as the slight drop in used cars prices observed in 2008 and early 2009.
Fitch assigned a base case RR of 45.0% for the NV and balloon loans (both categories of loans relate to the purchase of a new vehicle) and 40.0% for the UV loans, taking into account the originator‐specific data, peer comparison data and the French economic outlook.
Figure 11
Base Case Default and Recovery Assumptions Product (%) Size (%) Default base case (%) Recovery base case (%) Loss base case (%) NV loans 54.4 1.8 45.0 1.0 UV loans 40.0 4.0 40.0 2.4 Balloon loans 5.6 2.3 45.0 1.3
Source: Fitch
In line with the EMEA consumer ABS criteria, Fitch has applied rating‐dependant stresses to the base case default and recovery levels.
The agency applied multiple stresses to the default base case between the lower and median band (x 4.5 at ‘AAAsf’) taking into account the quality of the data used to derive such base case figures, the level of the base case compared to the originator’s historical data and, in particular, the fact the default base case incorporates elements of economic stress (capturing a period of significant rises in unemployment).
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With respect to recovery stress haircuts, Fitch applied a median haircut at each rating level (eg 50% haircut at ‘AAAsf’), taking into account the fact the recovery base case incorporates elements of economic stress (capturing a period of drops in used‐vehicle prices and a period of high unemployment) but, on the other hand, accounting for the limitation of recovery data being provided by vintage of origination rather than vintage of default.
Aggregated View—Worst‐Case Portfolio Fitch then determined a worst‐case portfolio, ie a reachable portfolio in terms of composition (given the portfolio composition at closing and the constraints imposed by the eligibility criteria which apply at closing and during the revolving period) built on the view of maximising the WA DR of the global portfolio. This worst‐case portfolio composition would be reached at a certain point in time during the revolving period and consists of 50% of UV loans, 8% of balloon loans and 42% of NV loans.
Fitch arrived at the rating default, recovery and loss rate assumptions described in the Default and Recovery Stressed Assumptions figure below.
Figure 12
Default and Recovery Stressed Assumptions (%) Base case AAA Rating DR 2.9 13.2 Rating RR 41.6 20.8 Rating loss rate 1.7 10.5
Source: Fitch
Prepayment Risk The transaction is exposed to prepayment risk on the basis that the asset pool generates positive excess spread (WA yield of 8.9% at closing), which would be reduced if average coupon compression on prepayments is assumed. Additionally, Fitch will test the resilience of the structure to different prepayment assumptions (low and high), the prepayment assumption being the main driver of the speed of deleveraging for the class A notes. For more details, see the Financial Structure and Cash Flow Modelling section below.
Fitch reviewed historical dynamic prepayment data (monthly data available from January 2004 to December 2010).
Figure 13
0
10
20
30
40
50
Jan 04 Oct 04 Jul 05 Apr 06 Jan 07 Nov 07 Aug 08 May 09 Feb 10 Dec 10
NV UV Balloons (%)
Monthly Annualised Dynamic Prepayments
New Vehicle Loans => NV Loans; Used Vehicle Loans => UV Loans; Balloons Loans => Balloon Loans Source: Fitch, Credipar
Based on a static portfolio, Fitch assumed a base case constant prepayment rate (CPR) assumption of 20%. The agency tested high and low prepayment assumptions as per the figure below.
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Auto ABS FCT Compartiment 2011‐1 June 2011 15
Figure 14
Prepayment Rate Assumptions (%) Base case AAAsf High 20 30 Low 5 5
Source: Fitch
Financial Structure and CashFlow Modelling Fitch used its proprietary cash‐flow model to test the ability of the asset pool to make interest and principal payments due under the rated notes. It modelled the static asset pool taking into account the scheduled amortisation profile, as well as the stressed default, recovery and prepayment assumptions.
The liability structure was configured to reflect the transaction structure, specifically with respect to the capital structure, interest rate swaps and priority of payments (including trigger events). Fitch modelled assumed note margins provided by the transaction parties and applied a standard stressed servicing fee assumption of 1.0% at ‘AAAsf’.
The model used a default definition of five‐month delinquency, in line with the transaction default definition.
In view of the relatively high underlying yield on the receivables, excess spread can contribute to covering a certain portion of the defaulted receivables, even in high rating scenario. Fitch’s cash‐flow modelling however gave limited credit to excess spread, due to the weighted‐average coupon compression (WAC compression) assumption used, whereby the available coupon earned on the asset balance is stressed with a 100% compression for defaulted loans and a 50% compression for prepaying loans, combined with a high prepayment scenario and the high levels of defaults assumed.
Furthermore, under the agency modelling, some excess spread is released rather than trapped by the structure through the PDL mechanism at the start of the life of the transaction, ie while the yield is at a maximum whereas the bulk of defaulted loans are not yet provisioned for, due to their actual timing of arrival (driven, in particular, by the time of migration to the defaulted status).
In light of available static historical default data, Fitch has derived two default rate timings, a normal timing and a more front‐loaded one, and tested the resilience of the structure to both assumptions.
For recoveries, Fitch assumed that the issuer receives recovered amounts six months after the default has occurred. The agency also analysed the sensitivity to such an assumption by testing other recovery assumptions.
Due to the interest swap arrangement, there was very little sensitivity to interest rates, as the issuer receives from the swap counterparties the exact floating amount due to the class A notes.
According to Fitch’s modelling results, sufficient cash flows will be generated in the relevant rating scenario to make timely payment of interest and payment of principal to the class A notes by the final maturity date in accordance with the transaction documents.
Asset Outlook Fitch has a stable outlook for both asset performance and rating performance. Stable performance of credit losses is expected, due to the improving unemployment outlook in France and stable used car prices.
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Counterparty Risk Servicing No back‐up servicer will be appointed at closing of the transaction. Nevertheless, the agency drew comfort from a number of operational and structural features in place that mitigate servicing discontinuity risk.
Upon the occurrence of a servicer termination event (STE, which includes the insolvency of the servicer), the management company will be entitled to identify a new servicer and negotiate a replacement servicing agreement with such new servicer. Following the termination of the appointment of the servicer, the management company will notify the debtors of the assignment of the relevant receivables to the issuer and instruct them to pay into an account specified by it. Such a notification will be made possible by the mechanism under which the seller delivers to the management company, on a monthly basis, an encrypted data file containing the debtors’ information (in compliance with the applicable confidentiality and data protection laws). Such data can be decrypted thanks to the delivery of a decryption key upon the occurrence of a STE. Furthermore, the servicer will have to transfer to the new servicer all necessary information in order to effectively transfer the servicing functions.
Fitch’s view is that the management of loans data and information, together with the operational steps in place at transaction level and the defined responsibility of the management company to find a replacement servicer should reduce the servicing transfer time. In addition, the structure provides several mitigants as regard liquidity and commingling risk, which are described in the Commingling and Liquidity sections below.
In Fitch’s opinion, the different arrangements adequately mitigate the servicing continuity risk, in accordance with the criteria, “Servicing Continuity Risk Criteria for Structured Finance Transactions”.
Account Bank and Specially Dedicated Bank Account From closing, Crédit Agricole Corporate and Investment Bank and Crédit Agricole S.A. will act, respectively, as account bank, holding the various issuer accounts, and specially dedicated bank account, holding the servicer accounts which are specially dedicated accounts (see Commingling section below).
The transaction documentation provides that in the event that the account bank or the specially dedicated bank account is downgraded below either ‘F1’ or ‘A’, or is placed on ‘A’ Rating Watch Negative, then a replacement will be appointed. In Fitch’s opinion, this arrangement adequately mitigates the counterparty risk related to the account bank and to the specially dedicated bank account, in accordance with the criteria, “ Counterparty Criteria for Structured Finance Transactions”.
Commingling All the payments made with respect of the receivables are credited to the servicer account which is a specially dedicated account (SDA) opened on the name of the issuer. The French Monetary and Financial Code provides that the creditors of the seller/servicer will have no right over the sums credited to the SDA since these sums are for the exclusive benefit of the issuer.
Under the servicing agreement, the servicer has undertaken vis‐à‐vis the issuer that all direct debits shall be directly credited into the SDA and to promptly transfer to the SDA any amount of collections standing to the credit of any other of its bank accounts. The servicer furthermore undertakes to transfer to the issuer account any amount standing to the credit of the SDA within five business days.
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Upon termination of the appointment of the servicer, the management company will instruct the debtors to pay into any account specified by the management company.
In any case, the part of the collections not credited directly to the SDA but transiting via other accounts of the servicer (ie cheques payments) are potentially subject to commingling. To mitigate the commingling risk as regard these payments, a commingling reserve has been established and will be adjusted on a dynamic basis to cover approximately six weeks of prepayment amounts.
Taking this into account, Fitch considers that the risk is adequately mitigated, in accordance with the criteria, “ Counterparty Criteria for Structured Finance Transactions.
Liquidity The risk of liquidity outage in case of servicing disruption will be first mitigated by the availability of the general reserve, at any time, aimed at liquidity and that is sufficient to cover approximately three months of senior fees and interest on the notes.
Furthermore, the applicable priorities of payments provide that principal can be used to make payments with respect of any interest deficiency (see Priority of Payments section above). Such feature implies that either the scheduled payments made by direct debits and directly credited to the SDA prior to the debtors’ notification or the amounts available in the commingling reserve and that can be drawn to compensate for any instalments not credited to the issuer account (see commingling section above) would be available to provide liquidity support if needed.
Fitch considers that the liquidity risk is adequately mitigated, in accordance with the criteria, “Counterparty Criteria for Structured Finance Transactions.
Set‐Off The originator does not offer deposit accounts in France. Therefore, set‐off risk does not exist and Fitch considers it very unlikely that any set‐off risk may arise during the transaction term.
Swap Counterparty The issuer is expected to enter into two interest rate swap agreements. BNP Paribas and Société Générale will act as the interest rate swap counterparties.
Replacement downgrade language and other mechanisms, in line with Fitch’s criteria, have been put in place in the documentation in respect of BNP Paribas and Société Générale acting as interest rate swap counterparties.
Performance Analytics Throughout the life of the transaction, Fitch will monitor the performance of the collateral and any changes at the servicer, or with the structure, that may influence the ratings of the notes.
Fitch will receive monthly servicer reports detailing the performance of the portfolio. These will provide the basis for the agency’s surveillance of the performance of the transaction against both base case expectations and the performance of the industry as a whole. The ratings on the notes issued under the Auto ABS FCT Compartiment 2011‐1 transaction will be reviewed by a committee, on average, every 12 months, or where considered appropriate (eg in the event of a deterioration in performance, an industry‐wide development, or a change at Credipar or BPF that may influence the transaction) with any affirmation or change in the ratings disseminated publicly.
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Fitch’s quantitative analysis will focus on monitoring the key performance parameters (delinquencies, defaults, recoveries and prepayments) against the base case assumptions.
The agency’s structured finance performance analytics team ensures that the assigned ratings remain, in the agency’s view, an appropriate reflection of the issued notes’ credit risk. Details of the transaction’s performance are available to subscribers at www.fitchratings.com.
Please call the Fitch analysts listed on the first page of this report with any queries regarding the initial analysis or the ongoing performance.
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Appendix: Transaction Overview
Auto ABS FCT Compartiment 2011‐1 France/ABS Figure 15 Capital Structure Class Expected ratings a Size (%) Size (EURm) CE (%) Interest rate PMT Freq Final maturity ISIN/CUSIP
A AAAsf 91.05 956.00 8.95 Euribor + TBD bp Monthly December 2022 FR0011069038 B NRsf 8.95 94.00 0.00 Euribor + TBD bp Monthly December 2022 n.a. Total 1,050.00
General reserve 10.50m a All rated classes have a Stable Outlook Source: Fitch
Key Information Details Parties Closing date TBD Seller/originator Credipar Country of assets and type French auto loans Servicer Credipar Country of SPV France Account bank Crédit Agricole Corporate and Investment Bank Analyst Paul Peyré Specially dedicated bank account Crédit Agricole S.A.
+33 1 4429 9170 Interest rate swap counterparties BNP Paribas and Société Générale [email protected] Management company France Titrisation
Custodian Banque PSA Finance
Source: Fitch
Summary Key rating drivers • Performance of underlying receivables: Fitch Ratings analysed obligor credit
risk by forming base case default and recovery assumptions and then stressing these assumptions according to the rating level of the class A notes. The agency has identified three sub‐portfolios which are homogeneous in terms of DR, RR and term‐to‐maturity: new‐vehicle amortising loans (54% of the loan book), used‐vehicle amortising loans (40% of the loan book) and balloon loans (6% of the loan book).
• Revolving period: The transaction has a maximum 16 months revolving period, after which, the portfolio will become static and will amortise. Fitch has analysed the early amortisation triggers with reference to historical information provided. Fitch’s view is that such triggers, along with the eligibility criteria and the available credit enhancement, will adequately mitigate the risk added by the revolving period. In any case, Fitch has analysed potential pool mix shifts during this period and modelled a worst‐case portfolio.
• Interest rate risk: All the loans pay fixed interest rates while the notes will pay a floating interest rate. To hedge the interest rate mismatches on the class A notes, the issuer will enter into two senior interest rate swap agreements.
• Servicing continuity risk: Credipar will the loans servicer. No back‐up servicer will be appointed at closing of the transaction. However servicing continuity risks are mitigated by the combination of several operational elements, among which the different steps to be undertaken by the management company to identify and appoint a replacement servicer as well as appropriate arrangements as regard loans data and borrower information transfer. Furthermore, several factors mitigate the commingling risk, including the frequent sweep of collections to the issuer accounts, the use of specially dedicated collection accounts and the availability of a dedicated commingling reserve. Lastly, an adequately sized reserve fund (the general reserve) will be made available to cover liquidity shortfalls.
• Counterparty risk: In terms of the direct counterparty exposures, Crédit Agricole Corporate and Investment Bank (CACIB, rated ‘AA‐’/Stable/‘F1+’) and Crédit Agricole S.A. (CASA, rated ‘AA‐’/Stable/‘F1+’) will hold respectively the issuer accounts and the specially dedicated servicer accounts, while BNP Paribas (rated ‘AA‐’/Stable/‘F1+’) and Société Générale (rated ‘A+’/Stable/‘F1+’) will jointly act as the interest rate swap counterparties.
• Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. However, although it forecasts French economic activity to remain weak over the next two years, characterised by high unemployment, defaults are likely to remain within base‐case expectations as they already incorporate Fitch’s short‐term macroeconomic expectations. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector.
Source: Fitch
Simplified Structure Diagram
Source: Transaction documents, Fitch
Senior Interest Rate Swap
Counterparties: BNP Paribas and Société Générale
Account Bank: Crédit Agricole Corporate and
Investment Bank
Specially Dedicated Bank Account: Crédit Agricole
S.A.
Obligors Originator/ Seller: Crédipar
Issuer: Auto ABS FCT Compartiment
20111
Class A Notes
Class B Notes
Servicer: Crédipar
Cash Manager: Banque PSA
Finance
Management Company:
France Titrisation
Structured Finance
Auto ABS FCT Compartiment 2011‐1 June 2011 20
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197
APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY’S
INTERNATIONAL STRUCTURED FINANCE JUNE 24, 2011
This pre-sale report addresses the structure and characteristics of the proposed transaction based on the information provided to Moody’s as of [•]. Investors should be aware that certain issues concerning this transaction have yet to be finalised. Upon conclusive review of all documents and legal information as well as any subsequent changes in information, Moody’s will endeavour to assign definitive ratings to this transaction. The definitive ratings may differ from the provisional ratings set forth in this report. Moody’s will disseminate the assignment of definitive ratings through its Client Service Desk. This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, and it may not be used or circulated in connection with any such offer or solicitation.
PRE-SALE REPORT
Closing Date
[July 13, 2011]
Table of Contents
PROVISIONAL (P) RATINGS 1ASSET SUMMARY (CUT OFF DATE AS OF 27/05/2011) 1LIABILITIES, CREDIT ENHANCEMENT AND LIQUIDITY 2COUNTERPARTIES 2PARAMETER SENSITIVITIES FOR TRANCHE A 3COMPOSITE V SCORE 4STRENGTHS AND CONCERNS 5STRUCTURE, LEGAL ASPECTS AND ASSOCIATED RISKS 7ORIGINATOR PROFILE, SERVICER PROFILE AND OPERATING RISKS 10COLLATERAL DESCRIPTION 12CREDIT ANALYSIS 15BENCHMARKING ANALYSIS 17PARAMETER SENSITIVITIES 22MONITORING 22RELATED RESEARCH 23APPENDIX 1 24APPENDIX 2 26
Analyst Contacts
Virginie Marraud des Grottes Analyst 33.1.5330.1021 [email protected]
Stephan Richtering 44.20.7772.1788 [email protected]
» contacts continued on the last page
ADDITIONAL CONTACTS: Client Services Desks: London: 44.20.7772.5454 [email protected] Monitoring: [email protected] Website: www.moodys.com
Auto ABS FCT Compartiment 2011-1 ABS / Auto Loans / France
Provisional (P) Ratings
Series Rating Amount (Million)
% of [Notes/ Assets]
Legal Final Maturity Coupon
Subordi- nation*
Reserve Fund**
Total Credit Enhance-ment***
A (P)Aaa(sf) €[956] [91.1] [Dec 2022] [1mE] +[.]% [8.9]% [1]% [9.9]% B NR €[94] [8.9] [Dec 2022] [1mE] + [.]% [0]% [0]% [0]% Total €[1,050] [100.00]
The ratings address the expected loss posed to investors by the legal final maturity. [In Moody’s opinion the structure allows for timely payment of interest and ultimate payment of principal at par on or before the rated final legal maturity date.] Moody’s ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors.
* At close.
** As a % of [total] notes
*** No benefit attributed to excess spread, includes the support from amortising reserve fund.
V Score for the sector ([German/French Auto Loans sector]): Low/Medium V Score for the subject transaction: Low/Medium The subject transaction is a revolving cash securitisation of auto loans extended by Crédipar (99.9% owned by Banque PSA Finance (Baa1/P-2)) to obligors located in France.
Asset Summary (Cut off date as of 27/05/2011)
Seller(s)/Originator(s): Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Servicer(s): Crédipar NR(99.9% subsidiary of Banque PSA Finance Baa1/P-2) Receivables: Loans granted to individuals resident in France to finance the purchase of new and
used vehicles Methodology Used:
»
»
Moody’s Approach to Rating European Auto ABS: More Rubber Set to Hit European Roads (SF17579)
» The Lognormal Method Applied to ABS Analysis, June 2000 (SF 8827)
»
V Scores and Parameter Sensitivities in the non-U.S. Vehicle ABS Sector (SF151508) Historical Default Data Analysis for ABS Transactions in EMEA, December 2005 (SF64042)
Total Amount:: [€ 1,058 million] Length of Revolving Period:
[16 months Revolving]
Number of Borrowers: [228 274 ] Borrower Concentration:
[Largest borrower: 0.005%]
2 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Asset Summary (Continued)
Type of Obligors (as% of total pool): [100%] individuals Type of Vehicles: Peugeot [48.98%]; Citroen [47.07%]; Renault [1.54%] Status of Vehicles: New [60.04%]; Used [39.96%] Loan / Vehicle Sale Price: [58.6%] (Original LTV) WA Remaining Term: [43.31] months WA Seasoning: [12.88 ]months WAL of Portfolio in Years: [1.98] (from scheduled amortisation; no pre-payments) Interest Basis: [100%] fixed rate Delinquency Status: Current and delinquent loans with strictly less than two unpaid installments are included in the portfolio Historical Portfolio Performance Data Loss Rate Observed: New with balloon: [0.58%]; New no balloon: [0.77%]; Used no balloon: [1.94%] Delinquencies Observed: 31-60 days [0.59%]; 61-90 days [0.59%] (as of December 2010) Coefficient of Variation Observed: New with balloon: [38%]; New no balloon: [7.7%]; Used no balloon: [7.8%] Recovery Rate Observed: Not Available
Liabilities, Credit Enhancement and Liquidity
Excess Spread at Closing: [4.64%] (wa asset margin at closing minus (wa note margin + all contractual cost+ swap costs)) annualised excess spread at closing
Credit Enhancement/Reserves: Excess spread [2.07%] commingling reserve if case of breach of servicer duty [1%] liquidity reserve available also to cover losses in excess of the reserve fund required amount Subordination of the Class B notes
Form of Liquidity: Liquidity facility, Excess spread, principal to pay interest mechanism Number of Interest Payments Covered by Liquidity:
[3 ]months of senior expenses and Class A notes coupons
Interest Payments: Monthly in arrears on each payment date Principal Payments: Pass-through on each payment date Payment Dates: 25th calendar day of each month
First payment date: [25 September 2011] Hedging Arrangements: Fix-to-Floating Swap with Société Générale and BNP Paribas
Counterparties
Issuer: Auto ABS FCT Compartiment 2011-1 Sellers/Originators: Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Servicer(s): Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Back-up Servicer(s): None Back-up Servicer Facilitator(s): France Titrisation (NR) Cash Manager: France Titrisation (NR) and Banque PSA Finance (Baa1/P-2) Back-up Cash Manager: None Calculation Agent/Computational Agent:
France Titrisation (NR)
Back-up Calculation/Computational Agent:
None
Seniro Swap Counterparties: Société Générale (Aa2/P-1) and BNP Paribas (Aa2/P-1) Junior Swap Counterparty: Banque PSA Finance (Baa1/P-2) Issuer Account Bank: CA CIB (Aa3/P-1) Collection Account Bank: Banque PSA Finance (Baa1/P-2) Paying Agent: CACEIS Management Company France Titrisation(NR) Issuer Administrator/Corporate Service Provider:
France Titrisation (NR)
Specially Dedicated Account Holder: Crédit Agricole S.A (Aa1/P-1) Joint Lead Arranger(s): BNP Paribas and Société Générale Data Protection Agent: BNP Paribas Securities Services Custodian: Banque PSA Finance (Baa1/P-2)
3 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Moody’s View Rating France Aaa Outlook for the Sector: Stable Unique Feature: Asset type and structure previously seen in market Degree of Linkage to Originator: The originator acts as servicer. Therefore the performance of the pool will also be linked to the quality of servicing the
loans, collecting on delinquencies as well as conducting recoveries upon default. There are no provisions made for the appointment of a back-up servicer to reduce the originator linkage.
Originator’s Securitisation History: # of Precedent Transactions in Sector:
4 previous transactions in France
% of Book Securitised: 19.8% as of 31 December 2010 Behaviour of Precedent Transactions: Delinquencies and losses reported on prior transactions of this issuer are in line with the average delinquency reported
in the French market. The two outstanding transactions are performing well within our initial assumptions. Key Differences Between Subject and Precedent Transactions:
The transaction structure is very similar compared to previous auto loan ABS from Banque PSA Finance
Portfolio Relative Performance: Default Rate Assumed/Ranking: [3]%/ in line with peer group Coefficient of Variation Assumed on Default Rate/Ranking:
[45]%/in line with peer group
Recovery Rate Assumed/Ranking: [30]%/ in line with peer group
Parameter Sensitivities for Tranche A
Table Interpretation: At the time the rating was assigned, the model output indicated that Class A would have achieved [Aa3] if the cumulative mean default probability (DP) had been as high as 3.50%, and the recovery rate as low as 20% (all other factors being constant).
Factors Which Could Lead to a Downgrade:
Worse than anticipated portfolio performance in terms of defaults and recoveries. Breach of certain triggers, if no mitigating actions from the issuer observed.
TABLE 1*
Tranche [A] Recovery Rate
[30]% [25]% [20]%
Mean Default [3.00]% Aaa* [Aa1] (1) [Aa1] (1) [3.25]% [Aa1] (1) [Aa2] (2) [Aa2] (2) [3.50]% [Aa1] (1) [Aa3] (3) [Aa3] (3)
– Results under base case assumptions indicated by asterisk ' * '.
– Change in model output (# of notches) is noted in parentheses.
– Results are model outputs, which are one of the many inputs considered by rating committees, which take quantitative and qualitative factors into account in determining actual ratings. The analysis assumes that the deal has not aged. The model output does not intend to measure how the rating of the security might migrate over time, but rather, how the initial rating of the security might have differed if key rating input parameters were varied.
4 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Composite V Score
Breakdown of the V Scores Assigned To Sector Trans-action Remarks
Composite Score: (L/M) [ (L/M) ]
1 Sector Historical Data Adequacy and Performance Variability L/M L/M
1.1 Quality of Historical Data for the Sector L/M L/M » Same as sector score 1.2 Sector's Historical Performance Variability L L » Same as sector score 1.3 Sector's Historical Downgrade Rate L L » Same as sector score 2 Issuer/Sponsor/Originator Historical Data Adequacy,
Performance Variability and Quality of Disclosure L/M L/M
2.1 Quality of Historical Data for the Issuer/Sponsor/ Originator
L/M L/M » The originator provided historical information from 2004 to 2010 on net losses, default and delinquencies.
» Information on recoveries was not provided. 2.2 Issuer/Sponsor/Originator's Historical Performance
Variability L L » In line with market index.
» Securitized portfolios are performing well within Moody’s initial expectations.
2.3 Disclosure of Securitization Collateral Pool Characteristics L/M L/M » We received stratification tables for the portfolio covering the main characteristics.
» In line with auto loan securitizations. 2.4 Disclosure of Securitization Performance L L » In line with auto loan securitizations.
» Performance data is condensed in one single report and available on a monthly basis.
» Detailes stratification data will be received periodically by the management company.
» The servicer report is fully compliant for monitoring purposes.
3 Complexity and Market Value Sensitivity L/M L/M
3.1 Transaction Complexity L/M L/M » In line with a typical transaction in the sector » Two swaps adds legal and potential operational
complexity. » Two different types of amortizations including
partial amortization. » Straightforward sequential pay after revolving
period 3.2 Analytic Complexity L/M L/M » Model is well tested and well understood.
» Additional analysis done to reflect specific credit risk aspects of balloon loans.
3.3 Market Value Sensitivity L L » In line with a typical transaction in the sect 4 Governance L/M L/M
4.1 Experience of, Arrangements Among and Oversight of Transaction Parties
L L » Originator and servicer has 10 years of securitisation experience (first securitization in 2001)
4.2 Back-up Servicer Arrangement L L » None -Crédipar is a 99.9% subsidiary of Banque PSA Finance rated Baa1
» The management company acts as Back-up servicer facilitator
4.3 Alignment of Interests L L » In line with a typical transaction in the sector » Banque PSA Finance retains the Class B
4.4 Legal, Regulatory, or Other Uncertainty L/M L/M » In line with a typical transaction in the sector
5 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Strengths and Concerns
Strengths:
» Granular portfolio composition Securitised portfolio is highly granular with the largest and 20 largest borrowers representing [0.005%] and [0.052]% respectively. It also benefits from a good geographic diversification in France.
» Financial strength of Banque PSA Finance: Crédipar (N/R) acting as originator and servicer in the transaction is a 99.9% owned subsidiary of Banque PSA Finance rated (Baa1/P-2). The bank is regulated by Banque de France. The bank sound credit profile limits deal exposure to operational issues like portfolio servicing disruption.
» Performance of previous transactions: The previously Moody’s rated Auto ABS transactions are generally performing in line with or better than expectations: Auto ABS Compartiment 2006-1 and Auto ABS Compartiment 2007-1.
» Credit enhancement: The transaction benefits from several sources of credit enhancement provided through (i) a high level of excess spread which provides a significant amount of credit enhancement on top of the (ii) class subordination, (iii) amortising reserve fund and (iv) a deferred purchase price mechanism during the revolving period.
» Estimates equivalent for payment allocation: Under the contractual documents, the management company will only continue to make payments of senior fees, senior swaps amounts and Class A interest amounts due, and it will not pay any principal in the event a servicer report is not available. This reduces the risk of any technical non payment of interest on the Class A notes. Indeed no estimation is needed as the fees, interests calculations and swap amount due can be done without the servicer report. However the structure allows to continue to revolve after one servicer report default. In case of bankruptcy of the servicer the structure will start amortising and in case of a second servicer report default the accelerated amortization is triggered.
» Liquidity arrangements: The transaction has a funded liquidity facility to cover potential liquidity shortfalls. Potential liquidity shortfalls are mitigated by a principal to pay interest mechanism, the fully funded at closing and amortising reserve fund of [1.00%] and the seniority of the reserve fund replenishment in the interest priority of payments (reserve fund replenishment ranks senior to the PDL and the interest on the Class B notes).
Concerns and Mitigants:
Moody’s committees particularly focused on the following factors, listed in order of those most likely to affect the ratings:
» Banque PSA Finance as the junior swap counterparty: There are no replacement triggers and no requirement for junior swap counterparty to post collateral under the Junior swap. The risk would materialize upon default of Banque PSA Finance currently rated Baa1/P-2 and would leave the transaction potentially un-hedged for an amount equivalent to the outstanding balance of the Class B. Moody’s has taken into consideration these specific features of the junior swap while deriving its modeling assumptions as further explained under “Credit Analysis”.
» Senior swap agreements: The swap framework is FBF. The senior swap agreements are not yet fully in line with Moody’s criteria. However, we received confirmation by the swap counterparties that their intention is to have the swap framework fully in line with Moody’s swap criteria.
» No back-up servicing at close: However the management company will act as back up servicer facilitator to replace the servicer upon insolvency and undertakes most cash administration functions (except for investments of available cash). The borrowers details will be made available to the management company on a monthly basis through an encrypted file in order to have such information available for the back-up servicer.
» Limited historical information: Although historical default and net loss data provided by Crédipar cover the period from Q1/2004 to Q4/2010 it does not include any information about recoveries. Moody’s has factored this when deriving its modeling assumptions as further explained under “Credit Analysis”.
» Balloon loan: The portfolio is limited to [8%] balloon loans (as per the global portfolio limit) with an average balloon installment of up to [ 55%] of the total principal balance. Moody’s has treated this in its quantitative analysis.
» Commingling risk: Borrowers are not notified of the transfer of the receivables from Credipar to the FCT at closing but only upon the change of servicer. However, commingling risk on collections is partially mitigated by (i) the specially dedicated account and (ii) a commingling reserve funded at closing and adjusted on a monthly basis covering prepayments (6 weeks).
» The large proportion of used cars: The large proportion of used cars in the initial portfolio [39.96]% as well as the
6 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
proposed limits on used cars up to [50]% would translate into higher default rate. However, Moody’s has taken into account the impact of the larger proportion in loans backed by used cars in the default rate assumptions used in its modeling approach.
7 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Structure, Legal Aspects and Associated Risks
CHART 2
Structure Chart
Liabilities:
Allocation of payments/pre-accelerated interest waterfall: On each monthly payment date, the issuer’s available funds (i.e. interest amounts received from the portfolio, the reserve fund, the senior and junior swap net amounts, and interest earned from authorized investments from the general collection account) will be applied in the following simplified order of priority:
1. Senior expenses;
2. Net swap amounts due to the swap counterparty and swap termination payments if the issuer is the defaulting party;
3. Interest on Class A;
4. Reserve fund replenishment;
5. Combined PDL for Class A and Class B
6. Swap termination payments if the swap counterparty is the defaulting party;
7. Net junior swap amounts due to the swap counterparty
8. Interest on Class B;
9. Payment of the deferred purchase price
Allocation of payments/ pre-accelerated principal waterfall: On each monthly payment date, the principal amounts received from the portfolio together with the amount paid to cover any PDL under item 5 of the interest waterfall will be applied in the following simplified order of priority:
1. Any uncovered amount from the items 1, 2 and 3 of the interest waterfall;
2. During the revolving period, purchase of additional receivables;
3. During the amortisation period, principal payments (subject to pro-rata amortisation trigger) until repaid in full to Class A;
4. Any uncovered amount from the items 8 of the interest waterfall;
France TitrisationManagement
Company
Banque PSA FinanceCustodian
Banque PSA Finance
Compartment Cash Manager
CA S.A.Specially Dedicated
Account Bank
CACEISPaying Agent
CACIBCompartment Account Bank
BNP ParibasSecurities Services
Data Protection Agent
Class A NotesAuto ABS FCTCompartment
2011-1Issuer
CrédiparSeller & Servicer
Class B Notes
Residual Units
Banque PSA Finance
Class B NotesSwap Provider
BNP Paribas &Société Générale
Class A NotesInterest Rate
Swap Counterparties
Receivables Assignment
Purchase Price
(& Deferred Purchase Price)Issuance Proceeds
Note Interest
& Principal
8 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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5. During the amortisation period, principal payments (subject to pro-rata amortisation trigger) until repaid in full to Class B
Allocation of payments/PDL-like mechanism: A PDL is based on defaults. A default is defined as a loan terminated or
written off by the servicer or a loan for which the borrowers are in arrears for 150 days or more. Over-indebted borrowers will not be not classified as defaulted nor delinquent solely as a result of the start of this procedure. The number of days unpaid will prevail.
Performance Triggers:
Trigger Conditions Remedies/Cure
Stop purchase An Amortisation Event occurs; or An Accelerated Amortisation Event occurs; or
The revolving period will be terminated and the notes will start amortising
Reduced payment date The servicer has failed to deliver the monthly servicer report No principal payment is made and only items 1,2 and 3 of the interest waterfall are paid
Amortisation Event The ratio between the performing portfolio and the outstanding balance of the notes is below [80%] for two consecutive purchase date; or The commingling reserve is not at the commingling reserve required amount; or The occurrence of an uncovered PDL; or The average delinquency ratio exceeds [3.5]% (average for 3 consecutive months of the ratio equal to the sum of the receivables overdue for more than 30 days but strictly less than 150 days over the outstanding balance of the performing receivables); or Crédipar is insolvent; or Banque PSA Finance is insolvent; or A servicer Termination event has occurred; or The Seller has breached its obligation under the Data Protection Agreement; or The senior swap counterparty is downgraded below the relevant swap counterparty required ratings and is not replaced
If any of the conditions are met, the revolving period will stop and the amortization of the notes will start according to the pre-accelerated waterfall
Partial Amortisation Event
The ratio between the performing portfolio and the outstanding balance of the notes is below [90]% but strictly above [80]% for three consecutive purchase dates.
If the condition is met, Class A and Class B notes will amortise by an amount equal to 10% of the initial Class A and B notes, on a pro-rata basis.
Accelerated Amortisation Event
A Class A interest remains unpaid for [5] business days; or The PDL is higher than [50%] of the outstanding balance of the Class B notes; or A reduced payment date has occurred and the servicer has failed to deliver the monthly servicer report to the management company before the next payment date
If any of the conditions are met, principal and interest receipts will be allocated sequentially until fully redemption of Class A and then to Class B;
Reserve Fund - Liquidity:
» Principal to pay interest mechanism
» Liquidity facility provided by Banque PSA Finance (Baa1/P-2): Initially funded at [1%] of initial note balance, amortising to: [1%] of current notes.
» The reserve fund will be replenished after the interest payment of the Class A note.
» Any amount released above the reserve fund required amount will be used to cover any outstanding PDL and therefore serve as credit enhancement for the transaction.
Subordination of interest: The payment of interest on Class B will be brought to a more junior position during an accelerated amortization period.
Assets:
Asset transfer:
» True Sale to a second compartiment of a French securitisation vehicle (fonds commun de titrisation)
Revolving period: The structure includes a revolving period of [16] months, during which the seller has the option to sell additional portfolios on a monthly basis. A long revolving period potentially exposes note-holders to additional losses. However such risk is mitigated by tight replenishment criteria, as well as early amortisation triggers.
Negative Carry: During the revolving period there could be a period of up to [3]months before the issuer purchases new receivables or amortise the notes. Therefore there will be a drop in the interest expected to be received by the issuer due to the difference between the asset yield generated and the financial incomes received from the investments made with the cash of the issuer accounts or between the financial incomes received and the coupons to be paid under the notes.
9 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
This is mitigated by a partial amortization of notes and the high level of excess spread in the transaction.
Excess spread: The transaction benefits from an estimated [4.64%] of excess spread, which represents the first layer of credit enhancement as well as a limited liquidity cushion to the transaction. Such excess spread will however vary depending on actual portfolio amortisation, prepayment and default level. In addition during the revolving period only part of the receivables purchase price might be deferred in time (Deferred Purchase Price – DPP) to provide further credit enhancement to the Class A and Class B notes.
Interest rate mismatch: [100% ]of the pool comprises fixed rate loans while the notes are floating rate liabilities. As a result, the issuer is exposed to fixed-floating rate mismatch.
Mitigant: To mitigate the base rate mismatch, the Issuer has entered into three swap agreements:
The senior swap agreements are entered with Société Générale (Aa2/P-1) and BNP Paribas (Aa2/P-1) under which:
» The issuer will pay a fixed swap rate of [.]%.
» The swap counterparty will pay 1 month Euribor.
» The notional is the lower between the outstanding performing balance of the portfolio and the outstanding balance of the Class A notes.
» The swap framework is FBF. The senior swap agreements are not yet fully in line with Moody’s criteria. However, we received confirmation by the swap counterparties that their intention is to have the swap framework fully in line with Moody’s swap criteria.
The junior swap agreement is entered with Banque PSA Finance (Baa1/P-2) under which:
» The issuer will pay a swap rate of [.]%.
» The swap counterparty will pay 1 month Euribor.
» The notional is the outstanding balance of the Class B notes.
» There are no replacement triggers and no requirement for junior swap counterparty to post collateral under the junior swap. The risk would be that a portion of the portfolio equivalent to the Class B notes outstanding balance would potentially become un-hedged. However the risk would materialise upon the default of Banque PSA Finance rated Baa1/P-2 currently. In addition, Class B represent a limited portion equivalent at closing to
8.9% of the portfolio and junior swap payments are junior to the Class A notes payments at all times.
Cash commingling: All of the scheduled payments under the loans in this pool are collected by the servicer under a direct debit scheme into a specially dedicated accounts opened in the name of the servicer for the sole benefit of the issuer held by Crédit Agricole S.A (Aa1/P-1). The funds are further transferred by no later than the 5th business day after their credit to the specially dedicated account to the issuer account opened in the name of the issuer held by CA CIB (Aa3/P-1).
Mitigant:
» Under French Law, the creditors of the servicer cannot have claim against monies deposited on this dedicated account even upon bankruptcy of the servicer.
» If CA CIB (Aa3/P-1) is downgraded below P-1 it will transfer the specially dedicated accounts to a P-1 rated entity.
Hence, Moody’s has not sized for commingling risk in relation to monthly collections paid by direct debit given all the aspects above is in line with the current rating of the notes.
On the other hand, prepayments are generally received by cheque or postal order and remitted on the specially dedicated account by no later than 5 business days from their receipt by the servicer. The portion of the prepayments received may be subject to commingling shall the servicer being bankrupt.
Mitigant:
» Payments not arriving on the specially dedicated account are remitted by no later than 5 business days into the specially dedicated account.
» A commingling reserve fund is initially funded at [2.07]% of the initial balance of the Class A and Class B notes and adjusted on a monthly basis to achieve the commingling reserve required amount. The commingling reserve required amount will be equivalent to 6 weeks of prepayments. The commingling reserve required amount is an amount equal to the outstanding balance of the performing receivables (including new purchases for that month)*Maximum monthly CPR of the past 12 months*[138]% (6/52*12 –to cover 6 weeks of prepayments).
Set-off: Obligors do not have deposit accounts with the seller which is not a deposit taking institution. Therefore no set off risk should apply to the transaction.
10 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Originator Profile, Servicer Profile and Operating Risks
Date of Operations Review: 22 March 2011
Originator Background: Crédipar
Rating: NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) Financial Institution Group Outlook for Sector:
Stable
Ownership Structure: Crédipar is a 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) itself 100% owned by the group PSA Peugeot-Citroen
Asset Size: % of Total Book Securitised: 19.8% as of 31 December 2010 Transaction as % of Total Book: % of Transaction Retained: Class B notes 8.9%
Originator Assessment Main Strengths (+) and Challenges(-)
» First market player (32.66%) on the French auto loan market. » Average quality in terms of underwriting and collection management » (+) borrower income always verified » (+) automatic risk scoring » (+) actively managed its portfolio during the crisis » (-) no publicly available indebtedness data and no positive score can be obtained from the credit bureau
Servicer Background: Crédipar
Rating: » NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) Regulated by: » Bank of France Total Number of Receivables Serviced:
» Not available
Number of Staff: » Not available
Servicer Assessment: Main Strengths and Challenges
» (+)100% of loans are payable by direct debit » (+)Servicing operations audited regularly by both Crédipar and Banque PSA Finance » ( +)Extensive experience of management and staff » (+) Use and monitoring of External lawyers
Back-up Servicer Background: [None Appointed at Closing]
Rating: [None appointed] Ownership Structure: [Not applicable] Regulated by: [Not applicable] Total Number of Receivables Serviced:
[Not applicable]
Number of Staff: [Not applicable] Strength of Back-up Servicer Arrangement:
[Not applicable]
Receivables Administration Method of Payment of Borrowers in the Pool:
100% direct debit, prepayments made by cheques or postal order
% of Obligors with Account at Originator:
0%
Distribution of Payment Dates: Not available
11 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Cash Manager Background: France Titrisation
Rating: Not Rated (fully owned by BNP PARIBAS Securities Services which is fully owned by BNP PARIBAS (Aa2/P-1) Main Responsibilities: Preparation of investor report
Obligation to make payments according to waterfall Draw on reserve fund Calculations of amounts due to the noteholdersNotification to obligors to change payment instructions
Calculation Timeline: Collection period: monthly Calculation date: 5th preceding day before each IPD IPD:25th day of every month
Back-up Cash Manager Background: [None Appointed at Closing]
Back-up Cash Manager and Its Rating:
[Not applicable]
Main Responsibilities of Back-up Cash Manager:
[Not applicable]
[Other Key Counterparty]
Banque PSA Finance (Baa1/P-2) Cash manager/delegated role from the management company]:
Manage the available cash standing on the issuer’s account according to the management company instructions and investment criteria defined in the documentation
Originator/Servicer/Cash Manager Related Triggers
Key Servicer Termination Events: Insolvency, Payment Default, breach obligations, incorrect representations & warranties Appointment of Back-up Servicer Upon:
Servicer Termination Events
Key Cash Manager Termination Events:
Replacement at the request of the Management Company, upon compartment liquidation
Notification of Obligors of True Sale:
Servicer replacement
Conversion to Daily Sweep (if original sweep is not daily):
Not Applicable
Notification of Redirection of Payments to SPV’s Account:
Servicer replacement
Accumulation of Set Off Reserve: Not Applicable Accumulation of Liquidity Reserve : Not Applicable Set up Liquidity Facility: Not Applicable
12 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Collateral Description (securitized portfolio as of 27 May 2011)
CHART 3
Portfolio Breakdown by Original Principal Balance( EUR)
Source: Banque PSA Finance
CHART 4
Portfolio Breakdown by Outstanding Principal Balance ( EUR)
Source: Banque PSA Finance
CHART 5
Portfolio Breakdown by Original LTV
Source: Banque PSA Finance
CHART 6
Portfolio Breakdown by Original Term to Maturity (Months)
Source: Banque PSA Finance
CHART 7
Portfolio Breakdown by Remaining Term to Maturity (Months)
Source: Banque PSA Finance
CHART 8
Portfolio Breakdown by Seasoning (Months)
Source: Banque PSA Finance
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
0.00
-2,
000.
00
2,00
0.00
-4,
000.
00
4,00
0.00
-6,
000.
00
6,00
0.00
-8,
000.
00
8,00
0.00
-10
,000
.00
10,0
00.0
0 -
12,0
00.0
0
12,0
00.0
0 -1
4,00
0.00
14,0
00.0
0 -1
6,00
0.00
16,0
00.0
0 -1
8,00
0.00
18,0
00.0
0 -
20,0
00.0
0
20,0
00.0
0 -2
2,00
0.00
22,0
00.0
0 -2
4,00
0.00
24,0
00.0
0 -2
6,00
0.00
26,0
00.0
0 -2
8,00
0.00
28,0
00.0
0 -3
0,00
0.00
30,0
00.0
0 -
32,0
00.0
0
32,0
00.0
0 -3
4,00
0.00
34,0
00.0
0 -
36,0
00.0
0
36,0
00.0
0 -3
8,00
0.00
38,0
00.0
0 -
40,0
00.0
0
40,0
00.0
0 -
60,0
00.0
0 0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
0.00
-2,
000.
00
2,00
0.00
-4,
000.
00
4,00
0.00
-6,
000.
00
6,00
0.00
-8,
000.
00
8,00
0.00
-10
,000
.00
10,0
00.0
0 -
12,0
00.0
0
12,0
00.0
0 -1
4,00
0.00
14,0
00.0
0 -1
6,00
0.00
16,0
00.0
0 -1
8,00
0.00
18,0
00.0
0 -
20,0
00.0
0
20,0
00.0
0 -2
2,00
0.00
22,0
00.0
0 -2
4,00
0.00
24,0
00.0
0 -2
6,00
0.00
26,0
00.0
0 -2
8,00
0.00
28,0
00.0
0 -3
0,00
0.00
30,0
00.0
0 -
32,0
00.0
0
32,0
00.0
0 -3
4,00
0.00
34,0
00.0
0 -
36,0
00.0
0
36,0
00.0
0 -3
8,00
0.00
38,0
00.0
0 -
40,0
00.0
0
40,0
00.0
0 -
60,0
00.0
0
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
60.00%
70.00%
80.00%
12.0
0 -1
8.00
18.0
0 -2
4.00
24.0
0 -3
0.00
30.0
0 -3
6.00
36.0
0 -4
2.00
42.0
0 -4
8.00
48.0
0 -5
4.00
54.0
0 -6
0.00
60.0
0 -6
6.00
66.0
0 -7
2.00
72.0
0 -7
8.00
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
13 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
CHART 9
Portfolio Breakdown by Contractual Interest Rate
Source: Banque PSA Finance
CHART 10
Portfolio Breakdown by Region of Residence
Source: Banque PSA Finance
CHART 11
Portfolio Breakdown by Car Brand
Source: Banque PSA Finance
CHART 12
Portfolio Breakdown by Purpose of Financing
Source: Banque PSA Finance
CHART 13
Portfolio Breakdown by Amortisation Type
Source: Banque PSA Finance
CHART 14
Portfolio Breakdown by Origination Date
Source: Banque PSA Finance
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
60.00%
PEUGEOT CITROEN OTHERS
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
60.00%
70.00%
Vehicle New Vehicle Old
0.00%
20.00%
40.00%
60.00%
80.00%
100.00%
120.00%
Amortising Loans Balloon Loans
920,000,000.00
940,000,000.00
960,000,000.00
980,000,000.00
1,000,000,000.00
1,020,000,000.00
1,040,000,000.00
1,060,000,000.00
1,080,000,000.00
1,100,000,000.00
2004 2005 2006 2007 2008 2009 2010
14 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Product description: The portfolio consists of standardised loans granted by Crédipar - through its French dealer network - to private individuals in France.
Data and information on the portfolio set out in this report are based on the Provisional Portfolio (as described in the prospectus). Similar data and information for the final portfolio has not been provided to Moody’s.
Portfolio balance (present value) is €[1.058]billion, for a total number of [230,189] loans. The portfolio is collateralised by [60.04]% new cars, and [39.96]% used cars, whereby the vast majority of vehicles relate to the Peugeot and Citroen brands. The auto loans are all fixed rate loans amortising with equal monthly installments [91.03%] or with variable monthly installments [3.37]% or with equal monthly installment and a final mandatory balloon payment [5.6]% (new cars only) of the initial portfolio.
The weighted average yield of the overall portfolio is around [8.9]%.
As is common for French auto loan contracts, the vehicle is registered in the name of the obligor but has been assigned, for security purpose (reserve of title clause and automobile pledge) to the originator (that in turn has assigned the security title registration of the vehicle to the issuer for the purpose of this transaction). Further characteristics are in line with the French auto loan market and can be summarised as follows:
» Maximum maturity up to 75 months; generally, the maturity is 36, 48 or 60 months. The maturity of balloon loans is typically shorter; loan extensions are generally not granted.
» Loans are either fully amortising loans with equal or variable installments or loans with equal installments and a final balloon payment, which needs to be paid in any case by the obligor at the maturity date; any change of the installment amount is at the demand of the obligor and subject to Credipar’s approval.
» Prepayments are possible for all loans and during the life of the loan as long as the prepayments represent an amount at least equivalent to 3 monthly installments; a penalty fee may be applied.
» No grace period is embedded in the loan product.
Eligibility criteria:.
The key individual eligibility criteria are as follows:
» Denominated and payable in euro.
» Not yet terminated.
» Fully drawn by the relevant debtor.
» Will be outstanding for less than [75] months.
» Not subject to any right of revocation, set-off or counter-claim of the debtors.
» Yielding an effective interest rate of at least [4.0]%.
» Delinquent by strictly less than two installments.
» Originated under French law.
» Not due from a non-insolvent debtor, and no proceedings for the commencement of insolvency proceedings are pending in any jurisdiction.
» The debtor is not an employee, officer or an affiliate to the seller.
» Payable in monthly loan installments or any period shorter than one month.
» The payment of the receivable is made by automatic direct debit.
» The outstanding balance of the receivable shall be between [500] and [60,000] Euros.
» Balloon loans relate to only new cars.
» The loan is not subject to any grace period.
» The loan yield a fixed interest.
» The loans refers to an amortising or balloon loan contract.
» At least [1] installment has been paid under the loan and [2] installments are scheduled after the purchase date.
Global key eligibility criteria are as follows:
» The weighted average interest rate of the portfolio is not less than [8.25]%.
» The maximum used car receivables ratio does not exceed [50]%.
» The maximum balloon receivables ratio does not exceed [8]%.
» The maximum Debtor concentration does not exceed [0.05]%.
Additional information on Borrowers: Top Debtor Concentration [0.0054]% Top 5 Debtors [0.0144]% Top 10 Debtors [0.0230]% Top 20 Debtors [0.0523]%
15 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Additional information on Portfolio: Number of Contracts [230 189] Number of Borrowers [228 274] Contract Amortisation Type [94.40]% amortising / [5.60]%
balloon WA Interest Rate [8.88]% Average outstanding balance (EUR) [4596] Weighted Average Remaining Maturity in Months
[43.31]
Weighted Average Seasoning in Months
[12.88]
Car Make [48.98]% Peugeot/ Citroen [47.07]%/Others [3.95]%
Geographic Diversification [11.31]% Ile de France/ [10.22]% Provence-Alpes-Côte-d'Azur/ [9.65]% Rhône-Alpes
Replenishment conditions
The key replenishment criteria are as follows:
Maximum Used Cars % [50]% Maximum of balloon loans [8]% Maximum debtor concentration [0.05]% Minimum Portfolio Yield [8.25]%
Credit Analysis
Precedent transactions’ performance:
» The performance of the originator’s precedent transactions Auto ABS Compartiment 2006-1 and Auto ABS Compartiment 2007-1 are within and even better than Moody’s expectations.
CHART 15
Defaults/arrears for ABS Compartiment 2006-1 transaction
Source: Moody’s Investors Service
CHART 16
Defaults/arrears for Auto ABS Compartiment 2007-1 transaction
Source: Moody’s Investors Service
Data quantity and content
» Moody’s has received data from Q1 2004 to Q4 2010 reflecting (gross default/ and net losses). In compiling the data, the same default definition as in the transaction has been applied. According to Crédipar net losses are calculated after the sale of a vehicle and any ancillary recoveries.
» The data received covers a full economic cycle.
» Moody’s was not provided with recovery data.
» The historical data provided shows a mean net loss rate for vehicle new (with balloon loans) of [0.58]%, vehicle new (no balloon loans) of [0.77]%, and vehicle used (no balloon loans) [1.94]%.
CHART 17
Default vintage data – vehicle new (no balloons)
Source: Banque PSA Finance
0.00%
1.00%
2.00%
3.00%
Q0 Q1
Q2
Q3
Q4
Q5
Q6
Q7
Q8
Q9
Q10 Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
Cum
ulat
ive
defa
ult r
ate
04Q1 04Q2 04Q3 04Q4 05Q1 05Q205Q3 05Q4 06Q1 06Q2 06Q3 06Q407Q1 07Q2 07Q3 07Q4 08Q1 08Q208Q3 08Q4 09Q1 09Q2 09Q3 09Q410Q1 10Q2 10Q3 10Q4
16 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
CHART 18
Default vintage data – vehicle used (no balloons)
Source: Banque PSA Finance
CHART 19
Default vintage data – vehicle new (with balloons)
Source: Banque PSA Finance
Default definition: The definition of a defaulted asset in this transaction is one which is more than 150 days in arrears or – if earlier- has been terminated or written off by the servicer.
Assumptions: Note that other values within a range of the notional amount listed below may result in achieving the same ratings.
Assumptions Default /Loss Distribution lognormal Cumulative Default [3.00%] Default/Loss Definition [150 days] Standard Deviation/Mean [45%] Timing of Default/Loss [Sine curve 5-20-40] Recovery [30]% Recovery Lag [75]% over year 1; [25]% over year 2 Residual Value Inputs Not applicable Conditional Prepayment Rate (CPR)
[15]%
Amortisation Profile According to scheduled amortization of the assets
Portfolio Yield [7.6]% Fees (as modeled) [1]% on portfolio/collections p.a. +
EUR 50,000 fixed fees Euribor/Swap Rate [.]%for the Class A and [.]%for the Class B PDL Definition Defaults
Modelling approach:
Default distribution: The first step in the analysis is to define a default distribution of the pool of loans to be securitised. Due to the large number of loans, Moody’s uses a continuous distribution to approximate the default distribution: the lognormal distribution.
In fact, in order to determine the shape of the curve, two parameters are needed: the mean default and the volatility around this value. These parameters are generally derived from the historical data; adjustments may be made based on further analytical elements such as originator internal scores.
Derivation of default rate assumption: Moody’s has mainly based its analysis on the historical cohort performance data provided by the originator for a portfolio that is representative of the one being securitised. The historical analysis has been then complemented with the evaluation of 1) the general French market trend, 2) the performance of the previous originator deals, and 3) other qualitative considerations.
The standard deviation of the default distribution has been defined following analysis of the historical data, as well as by benchmarking this portfolio with past and similar transactions.
Moody’s has assumed a fixed asset correlation of [3.8]%.
Timing of default: Moody’s has tested different timings for the default curve to assess the robustness of the ratings. In the base case scenario, the timing of defaults curve assumed is sinus, with first default occurring with a [5]-month lag (according to transaction definition), a peak at month [20] and last default at month [40].
Derivation of recovery rate assumption: The recovery rate on the sub-pools has been deducted by comparing the net loss data with the gross loss data and ranges around [60]%. However, in its modeling assumption Moody’s has stressed the recovery rate to [30]%.
Derivation of the yield: Moody’s stressed the yield to account for a potential pressure on the excess spread available in the transaction through a scenario where a portion of the highest yielding loans prepay. Moody’s also looked at the scenario where Banque PSA Finance default and a portion of the portfolio equivalent to the outstanding balance of the Class B become un-hedged as there are no replacement triggers and no requirement for junior swap counterparty to post collateral under the Junior swap. Moody’s took comfort on the fact that the Class B represents 8.9% of the portfolio and the sequential payments of the notes. Moody’s stressed the yield by approximately [1.2]%
0.00%
2.00%
4.00%
6.00%
Q0 Q1
Q2
Q3
Q4
Q5
Q6
Q7
Q8
Q9
Q10 Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
Cum
ulat
ive
defa
ult r
ate
04Q1 04Q2 04Q3 04Q4 05Q1 05Q205Q3 05Q4 06Q1 06Q2 06Q3 06Q407Q1 07Q2 07Q3 07Q4 08Q1 08Q208Q3 08Q4 09Q1 09Q2 09Q3 09Q410Q1 10Q2 10Q3 10Q4
0.00%
1.00%
2.00%
3.00%
Q0
Q1
Q2
Q3
Q4
Q5
Q6
Q7
Q8
Q9
Q10
Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20 Q21
Q22
Q23
Q24
Cum
ulat
ive
defa
ult r
ate
04Q1 04Q2 04Q3 04Q4 05Q1 05Q205Q3 05Q4 06Q1 06Q2 06Q3 06Q407Q1 07Q2 07Q3 07Q4 08Q1 08Q208Q3 08Q4 09Q1 09Q2 09Q3 09Q4
17 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Tranching of the notes: Moody’s has used a lognormal distribution to describe the default distribution of the portfolio. This distribution has hence been applied to numerous default scenarios on the asset side to derive the level of losses on the Notes.
The chart below represents the default distribution (red line) Moody’s has used in its modeling of the deal.
CHART 20
Log Normal Default Distribution
Source: Moody’s Investors Service
Moody’s has considered how the cash flows generated by the collateral are allocated to the parties within the transaction, and the extent to which various structural features of the transaction might themselves provide additional protection to investors, or act as a source of risk. In addition, Moody’s has analysed the strength of triggers to reduce the exposure of the portfolio to the originator/servicer bankruptcy.
To determine the rating assigned to the Notes, Moody’s has used an expected loss methodology that reflects the probability of default for each series of Notes times the severity of the loss expected for the Notes. In order to allocate losses to the Notes in accordance with their priority of payment and relative size, Moody’s has used a cash-flow model (ABSROM) that reproduces many deal-specific characteristics: the main input parameters of the model have been described above. Weighting each default scenario’s severity result on the Notes with its probability of occurrence, Moody’s has calculated the expected loss level for each series of Notes as well as the expected average life. Moody’s has then compared the quantitative values to the Moody’s Idealised Expected Loss table to determine the ratings assigned to each series of Notes.
The blue line in Chart 16 represents each default scenario on the default distribution curve for the loss suffered by the Class A notes (in Moody’s modeling). For default scenarios up to 12.45%, the line is flat at zero, hence the Class A notes are not suffering any loss. 12.74% is the first default
scenario under which the Class A notes suffer a loss. The steepness of the curve then indicates the speed of the increase of losses suffered by the Class A.
The rating of the notes has therefore been based on an analysis of:
» The characteristics of the securitized pool;
» Macroeconomic environment;
» Sector-wide and originator specific performance data;
» Protection provided by credit enhancement and liquidity support against defaults and arrears in the pool;
» The roles of the swap and hedging providers; and
» The legal and structural integrity of the issue.
Treatment of Concerns:
» Balloon loan exposure: balloon loan contracts may face additional risks in the case of an originator default. Moody’s has therefore applied different stress scenarios on the balloon payment portion of the securitized pool. Moody’s also tested in the cash-flow model the impact of back loaded losses resulting from the balloon payments.
» Commingling risk: Several provisions: See page 14 for more details.
» Stress on the yield: Moody’s stressed the yield to account for a potential pressure on the excess spread available in the transaction though a scenario where a portion of the highest yielding loans prepay. Moody’s looked also at the scenario where Banque PSA finance default and a portion of the portfolio equivalent to the outstanding balance of the Class B remain un-hedged as there are no replacement triggers and no requirement for junior swap counterparty to post collateral under the Junior swap. Moody’s stressed the yield by approximately [1.2]%.
Benchmarking Analysis
Performance relative to sector: In Moody’s view, the historical performance of [60-90] delinquencies and losses of French Auto ABStransactions compares positively to other recent transactions in this sector. Compared to its peer group of French Auto transactions, the portfolio reflects lower delinquencies and loss trends.
The chart below shows the outstanding proportion of delinquencies/defaults in Moody’s rated EMEA auto loan transaction grouped by jurisdiction. Please note however that the performance shown is affected by several factors
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
0.0%
5.0%
10.0
%
15.0
%
20.0
%
25.0
%
Loss
%
Prob
abili
ty
Default Probability DistributionTranche A LossPrincipal Deficiency Ledger (% of Initial Notes Amount)
18 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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such as the age of the transaction, the pool specific characteristics as well as the presence of the revolving period. In any case the French Auto ABS transactions performance is better than the index for delinquencies peaking at 0.65% but worse that the index for defaults at around 2% after four years.
CHART 21
EMEA auto loan ABS 60-90 days delinquencies seasoning by domicilie
Source: Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/servicer reports
CHART 22
EMEA auto loan ABS defaults –seasoning by domicile
Source: Source: Moody's Investors Service, Moody's Performance Data Service, periodic investor/servicer reports
-
1.00
2.00
3.00
4.00
1 3 5 7 9 11 13 15 17 19 21 232527 2931 333537 3941 434547 4951 535557 59
Del
inqu
ency
60-
90 [%
of C
B]
Months Since Closing
CIS FranceGermany ItalyPortugal South AfricaSpain UKIndex – transactions after 31 Dec 2007 Index – transactions before 31 Dec 2007Index
-
1.00
2.00
3.00
4.00
5.00
6.00
1 3 5 7 9 11 13 15 17 19 21 232527 2931 333537 3941 434547 4951 535557 59Cum
ulat
ive
Def
aults
[% o
f OB
+ Cu
m R
epl]
Months Since Closing
CIS FranceGermany ItalyPortugal South AfricaSpain Index – transactions after 31 Dec 2007Index – transactions before 31 Dec 2007 Index
19 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Benchmark Table Best practice:
Deal Name Auto ABS 2011-1
Titrisocram Compartment 2011-1
Globaldrive Auto Receivables 2010- A B.V.
SC Germany 2010-1 UG
Auto ABS Compartment 2007-1
Closing Date or Rating Review Date (dd/mm/yyyy) [13/07/2011] 18.05.2011 15/7/2010 1/23/2007 Currency of Rated Issuance Euro Euro Euro EUR Euro Rated Notes Volume (excluding NR and Equity) [956,000,000] 409,500,000 600,000,000 1,250,000,000 Originator Credipar Socram Banque FCE Bank Santander
Consumer Bank AG
Credipar
Long-term Rating NR Ba3 NR A2 Short-term Rating NR NP NR P-1 Name of Servicer Credipar Socram Banque FCE Bank Santander
Consumer Bank AG
Credipar
Long-term Rating NR Ba3 NR A2 Short-term Rating NR NP NR P-1 Name of separate Cash Administrator France
Titrisation France Titrisation Deutsche Bank,
London Branch West LB AG France Titrisation
Long-term Rating NR NR Aa3 A3 NR Short-term Rating NR NR P-1 P-1 NR Portfolio Information (as of [...] ) Currency of securitised pool balance Euro Euro Euro EUR EUR Securitised Pool Balance ("Total Pool") [1 057 900 000] 450,003,785 529,535,900 600,000,000 1,406,413,110 Contract Information (as % Total Pool) Auto loan receivables % [100%] 100% 100,00% 100,00% 100% Auto lease receivables % [0%] 0,00% 0,00% 0,00% 0 RV receivables % [0%] 0,00% 0,00% 0,00% 0 Portion of (fully) amortising contracts % [94.4%] 100% 91,82% 70,72% 98% Portion of bullet / balloon contracts % [5.6%] 0,00% 8,18% 29,28% 2% Portion of pure bullet / balloon payments % 0,00% 43,47% 15,59% na Average contract size (amount) [4 596] 8,462 4,492 Monthly paying contracts % [100%] 100% 100,00% 100,00% Method of payment - Direct Debit (minimum payment)
[100%] 100% min 90% 100%
Floating rate contracts % [0%] 0,00% 0,00% 0,00% Fixed rate contracts % [100%] 100% 100,00% 100,00% WA initial yield (Total Pool) [8.9%] 5,60% 6,50% 6,59% WA original term (in years) [4.68] NA 4,0 4,9 WA seasoning (in years) [1.07] 0,69 0,4 0,8 1,3 WA remaining term (in years) [3.61] 3,88 3,6 4,0 3,4 Portfolio share in arrears > 30 days % [0.59%] 0,00% 0,00% No. of contracts [230 189] 62,778 41,517 67,572 313,210 Obligor Information (as % Total Pool) No. of obligors [228 274] 62,089 40,985 67,427 Single obligor (group) concentration % [0.0051%] 0,01% 0,05% 0,02% Top 10 obligor (group) concentration % [0.023%] 0,09% 0,21% 0,09% Top 20 obligor (group) concentration % [0.0523%] 0,18% 0,17% Commercial obligors % [0%] 0% 1,79% 0,00% Private obligors % [100%] 100% 98,21% 100,00% Collateral Information (as % Total Pool) Name 1st largest manufacturer / brand Peugeot na Ford na Peugeot Size % 1st largest manufacturer / brand [48.98%] na 99,90% 10,60% 49,70% New vehicles % [60.04%] 43,69% 88,27% 40,00% 48,90% Demo vehicles % 9,26% n.a. 0% Used vehicles % [39.96%] 56,31% 2,47% 60,00% 51,10% Geographical Stratification (as % Total Pool) Name 1st largest region Ile de France Ile de France Nordrhein-
Westfalen Nordrhein-Westfalen
2nd largest region Provence-Alpes-Côte-d'Azur
Rhône-Alpes Baden- Wuerttemberg
Niedersachsen
3rd largest region Rhône-Alpes Nord Pas de Calais
Bayern Bayern
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Deal Name Auto ABS 2011-1
Titrisocram Compartment 2011-1
Globaldrive Auto Receivables 2010- A B.V.
SC Germany 2010-1 UG
Auto ABS Compartment 2007-1
Size % 1st largest region [11.31%] 15,48% 25,12% 18,55% 2nd largest region [10.22%] 10,21% 16,06% 10,00% 3rd largest region [9.65%] 8,25% 13,97% 9,86% Asset Assumptions
Gross default / Net loss definition in this deal 150 days 9 month Sale of the vehicle 120-180 DAYS
Type of default / loss distribution lognormal lognormal Lognormal Lognormal
Mean gross default rate - initial pool [3%] 3,50% 3,40% 3,50% 4,50%
Moody's equivalent rating for replenished pool na
during revolving
Mean net loss rate - initial pool (calculated or directly modelled)
[2.1%] 2,10% 2,72% 2,45%
Mean net loss rate - replenished pool1 na NA NA
CoV [45%] 45% 50,00% 40,00% 35%
Mean recovery rate [30%] 40% 20,00% 30,00% 30%
Recovery lag (in months) [75% over the 1st year and 25% over the 2nd year]
25% every 6 mth 12 11,4
Prepayment Rate(s) [15]% 10% 10% 15% 20%
Fees [1.00% outstanding balance / 50,000 floor]
1.00% outstanding balance / 50,000 floor
1,00% 1.00% outstanding balance / 50,000 floor
Portfolio yield p.a. - initial pool [8.9%] 5,60% 6,50% 6,60% 8,99%
Counterparty Risk
Commingling Modelled? No Yes No No
Num collection MONTHS set to zero on default
Structural features
Revolving Period (in years) [1.33] 0 0 0 3
PDL mechanism in place? Yes Yes Yes Yes
Credit reserve ("RF") available and when can it be used?
Yes - ongoing Yes - Ongoing Yes - At Legal Maturity or Full Portfolio Amortisation
Yes - Ongoing
RF amortisation floor (as % of Total Pool) [1%] 1% Not Amortizing
NA 0,92% 2,70%
Principal available to pay interest? Yes Yes No Yes
Set-off risk? No Yes No Yes
Set-off mitigant Reserve upon S&P rating Trigger
Reserve upon rating trigger and/or ownership trigger
mitigant
Commingling Risk? Yes Yes Yes Yes Yes
Commingling mitigant Specially dedicated account
Modeling of 0.5 months collection loss and Reserve upon S&P rating Trigger
Daily sweep Reserve upon rating trigger
mitigant Reserve at closing
Sweep Reserve at closing Others
mitigant Specially Dedicated Account
Back-up servicer (BUS) No BUS but there is a BUS facilitator
No BUS but there is a BUS facilitator
No BUS BUS appointed upon servicer loosing a certain rating
Back-up servicer appointed if servicer rated below S&P Rating Trigger
Baa3
21 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
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Deal Name Auto ABS 2011-1
Titrisocram Compartment 2011-1
Globaldrive Auto Receivables 2010- A B.V.
SC Germany 2010-1 UG
Auto ABS Compartment 2007-1
Swap in place? Yes Yes Yes Yes Yes
Capital structure (as % Total Pool)
Size of Aaa rated class [91.1%] 91,00% 89,60% 94,50% 94,50%
Credit Enhancement (as % Total Pool)
Initial Overcollateralisation 0% 0,00%
Reserve fund as % of notes excl. equity [1%] 1,00% 3,00%
Annualised net excess spread [4.64%] •% 3,55% 4,30%
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Parameter Sensitivities
Parameter Sensitivities provide a quantitative, model-indicated calculation of the number of notches that a Moody's-rated structured finance security may vary if certain input parameters used in the initial rating process differed. The analysis assumes that the deal has not aged. It is not intended to measure how the rating of the security might migrate over time, but rather, how the initial rating of the security might differ as certain key parameters vary. For more information on V Score and Parameter sensitivity methodology for Non-U.S. Vehicle ABS Sector, please refer to ‘V Scores and Parameter Sensitivities in the Non-U.S. Vehicle ABS Sector,’ published in January 2009.
Parameter sensitivities for this transaction have been calculated in the following manner: Moody’s tested 9 scenarios derived from the combination of mean default: 3% (base case), 3.25 (base case +0.25%), 3.5 (base case + 0.5%) and recovery rate:30% (base case), 25% (base case - 5%), 20% (base case – 10%). The 3% / 30% scenario would represent the base case assumptions used in the initial rating process.
The charts below show the parameter sensitivities for this transaction with respect to all Moody’s rated tranches.
TABLE 2*:
[Tranche A] [30]% [25]% [20]%
Mean default
[3.00]% [Aaa]* [Aa1 (1)] [Aa1 (1)] [3.25]% [Aa1 (1)] [Aa2 (2)] [Aa2 (2)] [3.50]% [Aa1 (1)] [Aa3 (3)] [Aa3 (3)]
* Results under base case assumptions indicated by asterisk ' * '. Change in model output (# of notches) is noted in parentheses.
Worse case scenarios: At the time the rating was assigned, the model output indicated that Class A would have achieved Aa3 even if mean default was as high as 3.50% with a recovery as low as 20 % (all other factors unchanged).
Monitoring
Moody’s will monitor the transaction on an ongoing basis to ensure that it continues to perform in the manner expected, including checking all supporting ratings and reviewing periodic servicing reports. Any subsequent changes in the rating will be publicly announced and disseminated through Moody’s Client Service Desk.
Originator linkage: The originator acts as servicer, therefore the performance of the pool will be linked to the quality of servicing the loans, collecting on delinquencies as well as conducting recoveries upon default. No back-up servicer was appointed at closing. The servicer is also collecting pre-payments from borrowers which are then credited to the specially dedicated account creating some linkage with the
originator in case of insolvency. A commingling reserve fund covering 6 weeks equivalent of prepayments mitigates this exposure, described in detail in the commingling section of the report. The originator is also the junior swap counterparty. There are no replacement triggers and no requirement for junior swap counterparty to post collateral under the Junior swap. The risk would materialize upon default of Banque PSA Finance currently rated Baa1/P-2 and would leave the transaction potentially un-hedged for an amount equivalent to the outstanding balance of the Class B. Moody’s has taken into consideration these specific features of the junior swap while deriving its modeling assumptions as further explained under “Credit Analysis”.
Significant influences: In addition to the counterparty issues noted, the following factors may have a significant impact on the subject transaction’s ratings:
» Significant increase in the unemployment rate in France as a result of a deterioration of the French economy beyond stresses already applied.
Counterparty Rating Triggers Condition Remedies
Senior Interest Rate Swap Counterparty
In accordance with Moody’s swap guidelines*
Issuer Account Bank Loss of P-1 Replace Specially Dedicated Account
Loss of [P-1] Replace
Liquidity Facility Provider Loss of P1 Replace Junior Interest Rate Swap Counterparty
Not in line with Moody’s swap guidelines*
Stress applied to the yield
* See Framework for De-Linking Hedge Counterparty Risks from Global Structured Finance Transactions Moody’s Methodology, October 2010
Monitoring report:
Data Quality:
» Investor report format finalised and discussed with Moody’s analyst.
» The report does include all necessary information for Moody’s to monitor the transaction. The investor report will contain detailed stratification table of the underlying portfolio.
Data Availability:
» Report provided by: France Titrisation
» The timeline for Investor report is provided in the transaction documentation. The priority of payment section is published [3] business days before an IPD.
» The completed report is published [3] business days before the IPD.
» The frequency of the publication of the investor report is monthly and the frequency of the IPD is monthly.
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Related Research
For a more detailed explanation of Moody’s approach to this type of transaction as well as similar transactions please refer to the following reports:
Methodology Used: » Moody’s Approach to rating European Auto ABS: More Rubber Set to Hit European Roads, November 2002 (SF 17579)
» The Lognormal Method Applied to ABS Analysis, June 2000 (SF8827)
» Historical Default Data Analysis for ABS Transactions in EMEA, November 2005 (SF64042)
» V Scores and Parameter Sensitivities in the Non-U.S. Vehicle ABS Sector, May 2009 (SF151508)
To access any of these reports, click on the entry above. Note that these references are current as of the date of publication of this report and that more recent reports may be available. All research may not be available to all clients.
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Appendix 1: Summary of Originator’s Underwriting Policies and Procedures
Originator Ability At closing
Sales and Marketing Practices Origination Channels: 100% loans are originated through points of sale Peugeot and Citroën.
Each point of sale is connected to a Credipar regional branche. Credipar operates through headoffice located in Levallois and 14 regional (831 employees)
Origination Volumes: In 2010 Credipar financed: Eur 3,062m (by amount) / 325,016 (by number) of new and used vehicles. Two types of products are offered by Credipar: (a) auto loans: 60.2% of new financings for the year 2010 and 41.2% of all amounts; and (b) auto leases (long term or with a purchase option): 39.8% of new financings for the year 2010 and 58.8% of all amounts.
Average Length of Relationship Between Dealer and Originator:
Not applicable
Underwriting Procedures % of Loans Automatically Underwritten: According to the scoring matrix, applications with a green score are approved automatically. These are:
83.3% (2010) and 82.6% (2009) of all applications. % of Loans Manually Underwritten: According to the scoring matrix, under a Orange score, a manual approval is needed either in the branch or
in the head office. Orange scores are: 9.5% (2010) and 10.5% (2009) of all applications. Under a Red score, the application can be manually accepted only exceptionally by the regional operations manager, the Head of Client Relations or the Head Office. Red scores are: 7.2% (2010) and 6.8% (2009).
Ratio of Loans Underwritten per FTE* per Day: [Not applicable if more than 80% automatic underwriting] Average Experience in Underwriting or Tenure with Company:
For all employees, global average tenure with company is : 19% less than 3 years, 24% from 3 to 9 years, 17% from 10 to 19 years and 40% 20 years or more.
Approval Rate: 90.5% in 2010 (for the individual borrowers). Percentage of Exceptions to Underwriting Policies: % of exception to scoring Red ( % of total book):
» 2009: 1,5% » 2010: 1,6%
Underwriting Policies Crédipar applies a credit scoring to all its loan applications. This scoring matrix has been used by Crédipar since 1985. The main change affecting scoring has been the development of the expert system SEDRE in 1993, which includes the implementation of an expert system to detect inconsistent applications and help combat fraud (in 1995) and the normalisation of the score as a probability of the client’s defaulting (in 1997). The credit scoring is back tested every two years in accordance with BPF’s internal procedures. The model is monitored and the parameters are adjusted (if needed) in order to achieve its optimal performance.
Source of Credit History Checks: Both external and internal databases are consulted. Internal database called FIP “Fichier des Incidents de Paiement” History of missed paymentscontains info on defaults and late payments on previous or other existing loans of the borrower. External databases on credit delinquencies managed by the Banque de France are systematically consulted for each application (FICP Fichier des Incidents Caractérisés de Paiement et FCC Fichier Central des Chèques).
Methods Used to Assess Borrowers’ Repayment Capabilities:
» Credit Scoring: for individuals - client’s details (age, income, other loans and leases, profession, employment history, bank history, etc), the type of vehicle purchased (new car or used car, age of the vehicle, purchase price, etc) and the characteristics of the financing scheme (term and size of down payment)
» DTI : calculated by dividing the sums of all monthly debt obligations by the net monthly family income. Average DTI: 19,1% (2009), 19,2% (2010 )
» Original Loan to Value ratio (OLTV): max 100% » Credit History Checks : both external and internal default databases are consulted
Income Taken into Account in Affordability Calculations:
Net monthly income
Other Borrower’s Exposures (i.e. other debts) Taken into Account in Affordability Calculations:
All outstanding debts are taken into consideration
Method Used for Income Verification: Payslips Maximum Loan Size: EUR 60,000 Average Deposit Required: Not available Credit Risk Management Reporting Line of Chief Risk Officer: To CEO Ability to Track Loan Performance for Specific Loan Characteristics:
The scoring performance is monitored monthly per each of its inputs, also arrears are tracked monthly by the score (system “Scorix” introduced in 2005). Performance data for each sub pool are monitored (new / used cars; vehicle brand).
* FTE: Full Time Equivalent
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Originator Stability: At closing Quality Controls and Audits Responsibility of Quality Assurance: Independent team, according to ISO 9000 v2008 label. Number of Files per Underwriter per Month Being Monitored:
Number of loan files under control: 22,717 (in 2009) , 22785 (in 2010). Credipar staff also tracks on monthly basis the stock of non-compliant files (branch level) on the last day of the month relative to the number of files validated in this month: average 2.6% (in 2009) and 2.5% (in 2010).
Management Strength and Staff Quality Average Turnover of Underwriters: During year 2010, 18 employees left the company (1,3% turnover rate). Training of New Hires and Existing Staff: Induction program API plus 1 month . First 4 weeks (training on recoveries procedures, products), next 3
months (shadowing of experienced staff), couple of months after the start of employment (training organised by the external company on the customer service that consists of taking calls, introduction , management of difficult calls etc.)
Technology Frequency of Disaster Recovery Plan test: Disaster Recovery Plan tests are conducted by the IT unit accommodated at PSA. IT unit monitors an annual
test program.
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Appendix 2: Summary of Servicer’s Collection Procedures
Servicer Ability At closing
Loan Administration Entities Involved in Loan Administration: Performing loan administration is handled by the Client Relations Service (Direction des Services a la
Clientele, team of 54 employees) at Credipar. Early Stage Arrears Practices: [early attempts contact, quality of contact and promise to pay] [1 to 60 or 90 days delinquents (i.e up to the start of the legal process)] Entities Involved in Early Stage Arrears: The Collection Department (Direction du Recouvrement (DREC)) of 103 employees deals with all late
payments (other than those resulting from technical problems) as well as any disputes. In 2008, Banque PSA Finance set up a dedicated structure in Warsaw, Poland, in charge of carrying Amicable Collection (Recouvrement amiable) for French, British, German and Austrian late debtors. This organization (Plate- forme recouvrement) operates with similar collection procedures and is managed at corporate level by Banque PSA Finance Collection Direction (RECT).
Definition of Arrears: Arrears Strategy for 1-29 Days Delinquent In the first 30 days following the due date, the loan generally goes through Amicable Automatic Collection
(Recouvrement Amiable Automatique (RAA)), during which the Debtor may be granted some flexibility on payments depending on his or her recovery score. A second direct debit is then taken (Seconde Présentation Automatique (SPA)) within 15 to 30 days depending on the recovery score.
Arrears Strategy for 30 to 59 Days Delinquent After a maximum of 35 days, if the SPA and the next installment have been missed, the overdue account goes to Amicable Collections (Recouvrement Amiable (RA)) for a maximum of 45 days. The loan is passed to a telephone team dedicated to late payments. The collection officer calls the Debtor to enquire about the causes for non-payment. In most cases, a promise is made by the Debtor to pay at an agreed date. A letter is automatically sent out to the Debtor confirming the terms of the promise.
Arrears Strategy for 60 to 89 Days Delinquent If the overdue amount has not been paid within the maximum of 45 days after the start of the Amicable Collections (i.e. a maximum of 80 days after the due date of the first overdue installment), the loan goes to the Legal Collection Proceedings Phase 1A (Recouvrement Judiciaire 1A) for a maximum of 70 days. The manager of the loan then makes the decision whether or not to file a claim with the court to start legal proceedings against the Debtor with a view to repossessing the vehicle. An amicable resolution will continue to be sought with the Debtor throughout this process. The period between the service of the claim form and the repossession and the restitution of the vehicle is generally less than or equal to 70 days.
Data Enhancement in Case Borrower is Not Contactable:
According to an ethical charter, we are using phone books, internet tools such as google, credit/inquieries bureaus,citie halls, and spot visit ...
Loss Mitigation and Asset Management Practices: Transfer of a Loan to the Late Stage Arrears Team: 150 days maximum after the due date of the first overdue instalment the loan is transferred to the litigation
department (Recouvrement Contentieux) for enforcement that generally occurs within the month following the default of. Defaulted Receivable means a Purchased Receivable in respect of which: (a) any amount due remains unpaid past its due date for 150 calendar days or more; or (b) the Servicer, acting in accordance with the Servicing Procedures, has terminated or accelerated the underlying Auto Loan Contract, or has written off or made provision against any definitive losses at any time prior to the expiry of the period referred to in (a) above.
Entities Involved in Late Stage Arrears: The Collection Department (Direction du Recouvrement (DREC) at Credipar supported by legal litigation and sales teams
Ratio of Loans per Collector (FTE) Amicable Collections: 21 FTE (461 dossiers per employee) Legal Collection Proceedings: 17 FTE (720 dossiers per employee) Losses: 10 FTE (3,326 dossiers per employee)
Time from First Default to Litigation/sale: 37 days is the average time needed to sell the vehicle (counting from the start of the litigation procedure i.e. loan remains 150 days or more overdue and it was not possible to obtain amicable arrangement with the debtor).
Average Recovery Rate (on vehicle): 75.1% in 2010 (until the legal collection proceeding) Channel Used to Sell Repossessed Vehicles: Generally by auction. In certain cases, vehicles are sold to dealers or licensed garages. Average Total Recovery Rate (after vehicle sale): Average recovery rate observed for historical recoveries data: 59.2% (balloon loans – new cars), 54.1%
(amortising loans –new cars), 47.9% (amortising loans – used cars). Servicer Stability At closing Management and Staff Average Experience in Servicing or Tenure with Company:
For all employees, global average tenure with company is : 19% less than 3 years, 24% from 3 to 9 years, 17% from 10 to 19 years and 40% 20 years or more.
Training of New Hires Specific to the Servicing Function (i.e. excluding the company induction training)
First 4 weeks (training on recoveries procedures, products), next 3 months (shadowing of experienced staff), couple of months after the start of employment (training organised by the external company on the customer service that consists of taking calls, introduction , management of difficult calls etc.)
Quality Control and Audit Responsibility of Quality Assurance: Quarterly department meetings to review: strategy, planning and objectives. Regular training sessions if
needed. Credipar’s staff work is controlled on daily basis by management. Moreover, a dedicated team performs permanent monitoring (2nd tier control) on quarterly or annually basis program.
IT and Reporting
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ADDITIONAL CONTACTS: Frankfurt: 49.69.2222.7847 London: 44.20.7772.5454 Madrid: 34.91.414.3161 Milan: 39.023.6006.333 Paris: 33.1.7070.2229
Report Number: SF253046
© 2011 Moody’s Investors Service, Inc. and/or its licensors and affiliates (collectively, “MOODY’S”). All rights reserved.
CREDIT RATINGS ARE MOODY'S INVESTORS SERVICE, INC.'S (“MIS”) CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MIS ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.
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Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody’s Japan K.K. (“MJKK”) are MJKK’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, “MIS” in the foregoing statements shall be deemed to be replaced with “MJKK”.
MJKK is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO.
This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.
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MANAGEMENT COMPANY
France Titrisation41, avenue de l’Opéra
75002 ParisFrance
CUSTODIAN
Banque PSA Finance75, avenue de la Grande Armée
75116 ParisFrance
SELLER
Crédipar
12 Avenue André Malraux92300 Levallois Perret
France
INTEREST RATE SWAP COUNTERPARTIES JUNIOR SWAP PROVIDER
BNP Paribas16, boulevard des Italiens
75009 ParisFrance
Société Générale
29, boulevard
Haussmann
75008 Paris
France
Banque PSA Finance75, avenue de la Grande Armée
75116 ParisFrance
PAYING AGENT
CACEIS Corporate Trust1-3, place Valhubert
75013 ParisFrance
JOINT ARRANGERS, JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
BNP Paribas, London branch10 Harewood Avenue
London NW1 6AA
United Kingdom
Société Générale
29, boulevard Haussmann
75008 ParisFrance
RATING AGENCIES
Fitch Ratings Ltd.30 North Colonnade
London E14 5GNUnited Kingdom
Moody’s France S.A.S92-96 bis, boulevard Haussmann
75008 ParisFrance
STATUTORY AUDITOR
Deloitte & Associés185, avenue Charles de Gaulle95524 Neuilly-sur-Seine Cedex
France
LEGAL ADVISERS TO THE JOINT LEAD MANAGERS AND JOINT ARRANGERS
Freshfields Bruckhaus Deringer LLP2 rue Paul Cézanne
75008 ParisFrance
