IMPORTANT NOTICE You must read the following notice before

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.
OFFERING MEMORANDUM
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, notamment
ses 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 la
responsabilité 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 les
informations 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 General
Regulations (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°1107. 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, was
delivered 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 authentification
of the accounting and financial information set out herein.
AUTO ABS FCT COMPARTIMENT 2011-1
AUTO ABS FCT
FO ND S C O M M UN D E T IT RIS AT IO N A C O M P ART IM ENT S
(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 Titrisation
Management Company
Banque PSA Finance
Custodian
AUTO ABS FCT COMPARTIMENT 2011-1 (the “Compartment”) is the second compartment of the French fonds commun
de 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 and
by the general regulations entered into on 23 November 2010 between the Management Company and the Custodian (the “General
Regulations”). The purpose of the FCT is to issue debt securities and to purchase on a regular basis receivables from French or
non-French entities included in the PSA Group (as defined below) or, as the case may be, from any suppliers or authorised business
partners 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 General
Regulations and the compartment regulations entered into on or before the Closing Date by the Management Company and the
Custodian (the “Compartment Regulations”).
On the Closing Date and on each Purchase Date thereafter, the Compartment will purchase from the Compagnie
Générale de Crédit aux Particuliers (“Crédipar” or the “Seller”) a portfolio of retail auto receivables (the "Receivables") arising from
auto-loan contracts (the "Auto Loan Contracts") granted to individuals (the "Debtors") in order to fund the purchase price of new
cars produced by Peugeot and Citröen or used cars produced by any other car manufacturer (together, the "Cars"). The Cars are
mainly sold by franchised car dealers of the PSA Group's sales network or any other authorised car dealer. The Receivables will be
exclusively 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 “Class
A 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 the
meaning 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 qualified
investors (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 (personnes
fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, article
L. 411-2-II of the Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents). The Class B Notes
will not be listed and will be subscribed by Banque PSA Finance. Application has been made to the Autorité des marchés financiers
in its capacity as competent authority under French law for the Class A Notes to be listed on the Paris Stock Exchange (Euronext
Paris). 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 “Residual
Units”). 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 be
rated.
Fitch Ratings has applied for registration under Regulation (EC) No 1060/2009. Moody’s France S.A.S. has applied (and
has 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 the
Regulation (EC) No. 1060/2009 (the “CRA Regulation”) unless the rating is provided by a credit rating agency that operated in the
European Community before 7 June 2010 and which has submitted an application for registration in accordance with the CRA
Regulation and such application for registration has not been refused. A rating is not a recommendation to buy, sell or hold
securities 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 “RISK
FACTORS – SPECIAL CONSIDERATIONS” and “SUBSCRIPTION AND SALE” on pages 49 and 193 of this Information
Memorandum.
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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 entry
form (dématérialisée). No physical documents of title will be issued in respect of the Class A Notes. The Class A Notes will, upon
issue, (i) be admitted to the operations of Euroclear France (“Euroclear France”) (acting as central depositary) which shall credit the
accounts of Account Holders (as defined in Section “DESCRIPTION OF THE NOTES - General”) affiliated with Euroclear France
and (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 each
Purchase Date during the Revolving Period and allocated to the Compartment by the Management Company. Pursuant to the
General Regulations, the holders of the Notes and of the Residual Units issued in respect of the Compartment of the FCT will only
be repaid from the moneys and proceeds arising from the Assets Allocated to the Compartment to the exclusion of any asset
allocated to any other compartment and subject to the applicable Priority of Payments. Consequently, the Compartment shall
remain 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 Revolving
Period, the Accelerated Amortisation Period and the Amortisation Period, each Note bears interest on each Monthly Payment Date
at an annual interest rate equal to the 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from
the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) plus the Relevant Margin. Each Class A Note bears interest
on the amount of its Principal Amount Outstanding at an annual interest rate equal to the EURIBOR Reference Rate plus 0.90 per
cent. per annum. Each Class B Note bears interest on the amount of its Principal Amount Outstanding at an annual interest rate
equal 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 EURIBOR
and 3 month EURIBOR
During the Revolving Period, the Notes will not be subject to any redemption, except in case of a Partial Early
Amortisation.
During the Amortisation Period, i.e. from (A) the Monthly Payment Date expected to fall in December 2012 inclusive, or
earlier upon the occurrence of an Amortisation Event until (B) the earlier of (i) the date on which the Principal Amount Outstanding of
each Note is reduced to zero or (ii) the Final Legal Maturity Date (subject to the absence of occurrence of an Accelerated
Amortisation Event), the Notes are subject to mandatory partial redemption on each Monthly Payment Date (other than a Reduced
Payment Date) on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated to
the Compartment and the applicable Priority of Payments.
During the Accelerated Amortisation Period, the Notes are subject to mandatory redemption on each Accelerated
Payment Date on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated to
the Compartment and the applicable Priority of Payments, until the earlier of (i) the date on which the Principal Amount Outstanding
of 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 to
payments of principal due in respect of the Class A Notes. On each Accelerated Payment Date, payments of principal and interest
due 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 purchase
Additional Receivables from the Seller during the Revolving Period, which is expected to end on the Monthly Payment Date falling in
November 2012 (included). Such Additional Receivables will be exclusively allocated to the Compartment by the Management
Company (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 the
FCT) (the “General Memorandum”) prepared by the Management Company and the Custodian and
registered 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 the
Management Company and the Custodian solely for use in connection with the listing of the Class A
Notes 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 to
buy the Class A Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation 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 Notes
in any jurisdiction.
Neither the Joint Arrangers, the Joint Lead Managers, nor any of their respective affiliates have
authorised the whole or any part of this Offering Memorandum and none of them makes any
representation or warranty or accepts any responsibility as to the accuracy or completeness of the
information contained in this Offering Memorandum. No Joint Arranger or Joint Lead Manager accepts
any liability in relation to the information contained or incorporated by reference in this Offering
Memorandum or any other information provided by the Management Company, the Custodian and the
Seller in connection with the transactions described in this Offering Memorandum nor the General
Memorandum.
In connection with the issue and offering of the Notes, no person has been authorised to give any
information 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 authorised
by or on behalf of the Seller, the Servicer or any other company within the PSA Group, the Management
Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying
Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the
Specially 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 certain
jurisdictions may be restricted by law or regulations. Persons coming into possession of this Offering
Memorandum are required to enquire regarding, and to comply with, any such restrictions. In accordance
with the provisions of article L. 214-44 of the Monetary and Financial Code, the Notes and the Residual
Units 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 a
recommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within the
PSA Group, the Management Company, the Custodian, the Compartment Account Bank, the
Compartment Cash Manager, the Paying Agent, the Data Protection Agent, the Interest Rate Swap
Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Arrangers or
the Joint Lead Managers to any recipient of this Offering Memorandum and the General Memorandum, or
any other information supplied in connection with the issue of Notes, to subscribe or acquire any such
Notes. Each potential investor should conduct an independent investigation of the financial terms and
conditions of the Notes, and an assessment of the creditworthiness of the FCT, with respect to the
Compartment, the risks associated with the Notes and of the tax, accounting and legal consequences of
an investment in the Notes and should consult an independent legal, tax or accounting adviser to this
effect.
THE LIABILITIES IN CONNECTION WITH THE NOTES ARE EXCLUSIVELY BORNE BY THE
FCT AND ARE LIMITED TO THE COMPARTMENT. NEITHER THE NOTES ISSUED BY THE FCT NOR
THE ASSETS ALLOCATED TO THE COMPARTMENT, ARE, OR WILL BE, GUARANTEED IN ANY
WAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE PSA GROUP, THE
MANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE
COMPARTMENT CASH MANAGER, THE PAYING AGENT, THE DATA PROTECTION AGENT, THE
INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY
DEDICATED ACCOUNT BANK, THE JOINT ARRANGERS, THE JOINT LEAD MANAGERS, OR BY
ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANY
OTHER 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, THE
JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE JOINT
ARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEES
FOR, THE NOTES ISSUED BY THE FCT IN RESPECT OF THE COMPARTMENT. ONLY THE
MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF NOTES AGAINST
THIRD 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. The
Notes have not and will not be offered for subscription or sale in the United States of America or to or for
the account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certain
circumstances where the contemplated transactions do not require any registration under the Securities
Act (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 A
Notes, as to the creation or development of a secondary market for the Class A Notes by way of their
listing on the Paris Stock Exchange (Euronext Paris).
Each of the Management Company and the Custodian, in their capacity as co-founders of the
FCT and the Compartment, assumes responsibility for the information contained in this Offering
Memorandum, as set out in Section “ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING
MEMORANDUM”.
Each of the Seller and Banque PSA Finance accepts responsibility for the information contained
in Sections “DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES”,
“STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES”, “HISTORICAL
PERFORMANCE DATA”, “UNDERWRITING AND MANAGEMENT PROCEDURES” and “DESCRIPTION
OF THE SELLER AND BANQUE PSA FINANCE GROUP” of this Offering Memorandum (the "PSA
Information"). To the knowledge of the Seller and of Banque PSA Finance (having taken all reasonable
care to ensure that such is the case), the PSA Information is in accordance with the facts and does not
omit anything likely to affect the import of the PSA Information.
BNP Paribas only accepts responsibility for that information set out in Section “DESCRIPTION OF
BNP PARIBAS” of this Offering Memorandum (the "BNP Paribas Information"). To the knowledge of
BNP Paribas (having taken all reasonable care to ensure that such is the case), the BNP Paribas
Information is in accordance with the facts and does not omit anything likely to affect the import of the
BNP Paribas Information. BNP Paribas accepts no responsibility for any other information contained in
this 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 Générale
Information"). To the knowledge of Société Générale (having taken all reasonable care to ensure that
such is the case), the Société Générale Information is in accordance with the facts and does not omit
anything likely to affect the import of the Société Générale Information. Société Générale accepts no
responsibility for any other information contained in this Offering Memorandum and has not separately
verified any such other information.
Neither the delivery of this Offering Memorandum, nor the offering of any of the Class A Notes
shall, 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, the
Compartment, the Seller, the Servicer the Management Company, the Custodian, the Compartment
Account Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent, the
Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the
Joint Arrangers, the Joint Lead Managers or any other entity involved in the distribution of the Class A
Notes, shall remain valid at any time subsequent to the date of this Offering Memorandum. While the
information set out in this Offering Memorandum comprises a description of certain provisions of the
Transaction Documents, it should be read as a summary only and it is not intended as a full statement of
the provisions of such Transaction Documents.
______________________________
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In connection with the issue and distribution of the Class A Notes, BNP Paribas, acting as
stabilisation manager (the "Stabilisation Manager") (or persons acting on behalf of the Stabilisation
Manager) may over-allot Class A Notes or effect transactions with a view to supporting the market price of
the Class A Notes at a level higher than that which might otherwise prevail. However, there is no
insurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Class A Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of thirty (30) calendar days after the Closing Date and
sixty (60) calendar days after the date of the allotment of the Class A Notes. Any stabilisation action or
over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf of the
Stabilisation 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 date
being the commencement of the third stage of the Economic and Monetary Union pursuant to the Treaty
establishing the European Economic Community, as amended by the Treaty on the European Union.
6
PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A NOTES
SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION
This Offering Memorandum relates to the placement procedure for Notes issued by a French
fonds commun de titrisation à compartiments as governed by the provisions of the AMF General
Regulations (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 the
assets and liabilities of the Compartment, (ii) the general characteristics of the Receivables which may be
acquired from the Seller (and any of its successors) in respect of the Compartment, and (iii) the general
principles 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 Marchés
Financiers under the number NR10-01 on 28 October 2010.
Upon subscription or purchase of any Notes, its holder shall be automatically and without any
further formality (de plein droit) bound by the provisions of both the General Regulations and the
Compartment Regulations, as amended from time to time by any amendments thereto jointly agreed by
the 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 the
Compartment, and in particular, of the characteristics of the Receivables purchased by such
Compartment, of the terms and conditions of the issuance programme of the relevant Notes and of the
identity of the parties participating to the management of the FCT and the Compartment.
This Offering Memorandum contains the main provisions of the Compartment Regulations. Any
person 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 Company
with 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 them
in 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
8
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
9
ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM
To our knowledge, the data contained in this Offering Memorandum comply with reality: they
contain all information necessary for investors to make their judgement on the rules governing the
securitisation vehicle. They contain no omission likely to affect their import.
Executed in Paris, on 11 July 2011.
France Titrisation
Management Company
41, avenue de l’Opéra
75002 Paris
France
Banque PSA Finance
Custodian
75, avenue de la Grande Armée
75116 Paris
France
Sylvain Thomazo
Secrétaire Général
Frédéric Saint-Geours
Chief Executive Officer and Chairman of the Board
of Directors
Pierre-Brice Jaouen
Head of Securitisation and Structured Finance
10
STATUTORY AUDITORS OF THE COMPARTMENT
Deloitte & Associés
Statutory Auditor
(represented by Jean-Marc Mickeler
185, avenue Charles de Gaulle
95524 Neuilly-sur-Seine Cedex
France
Appointment Date: Compartment Establishment Date
Duration: six (6) months
11
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 sur
les règles régissant l’organisme de titrisation. Elles ne comportent pas d’omission de nature à en altérer
la portée.
Fait à Paris, le 11 juillet 2011.
France Titrisation
Société de Gestion
41, avenue de l’Opéra
75002 Paris
France
Banque PSA Finance
Dépositaire
75, avenue de la Grande Armée
75116 Paris
France
Sylvain Thomazo
Secrétaire Général
Frédéric Saint-Geours
Président Directeur Général
Pierre-Brice Jaouen
Responsable Titrisation et Financements
Structurés
12
COMMISSAIRE AUX COMPTES DU COMPARTIMENT
Deloitte & Associés
Statutory Auditor
(représenté par Jean-Marc Mickeler)
185, avenue Charles de Gaulle
95524 Neuilly-sur-Seine Cedex
France
Date de début du premier mandat : Compartment Establishment Date
Durée et date d’expiration du mandat : six (6) mois
13
STRUCTURE DIAGRAM OF THE TRANSACTION
France
Titrisation
Management
Company
CA S.A.
Specially Dedicated
Account Bank
Banque
PSA Finance
Custodian
CACEIS
Paying Agent
Banque
PSA Finance
Compartment
Cash Manager
CACIB
Compartment
Account Bank
BNP Paribas
Securities Services
Data Protection
Agent
Note
Receivables
Interest
Assignment
& Principal
AUTO ABS
FCT
COMPARTIMENT
Purchase
2011-1
Issuance
Issuer
Price
Proceeds
(& Deferred Purchase Price)
Class A Notes
Crédipar
Seller & Servicer
BNP Paribas
& Société Générale
Class A Notes
Interest Rate
Swap Counterparties
Banque
PSA Finance
Class B Notes
Swap Provider
14
Class B Notes
Residual Units
SUMMARY OF THE TRANSACTION
The attention of potential investors in the Class A Notes is drawn to the fact that the following section
only sets out a summary of the information relating to the FCT and the Compartment and should be
considered by reference to the information contained in the General Memorandum and to the detailed
information provided in this Offering Memorandum. In addition, as the nominal amount of the Class A
Notes 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’Autorité
des Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in the
glossary of terms in Appendix I to this Offering Memorandum.
The FCT
AUTO ABS FCT (the “FCT”) is a French fonds commun de titrisation à
compartiments, governed by the provisions of articles L. 214-5, L. 21442-1 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 General
Regulations of the FCT. The FCT was jointly established on 25
November 2010 by the Management Company and the Custodian.
In accordance with article L. 214-49-4 of the Monetary and Financial
Code, the FCT is a co-ownership entity (copropriété) of receivables
which does not have a legal personality (personnalité morale).
The FCT is neither subject to the provisions of the Civil Code relating to
the rules of co-ownership (indivision) nor to the provisions of articles
1871 to 1873 of the Civil Code relating to partnerships (sociétés en
participation).
The Compartment
AUTO ABS FCT COMPARTIMENT 2011-1 (the “Compartment”) is the
second compartment of the FCT. 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 also by the General Regulations and the
Compartment Regulations. The Compartment will be established on the
Closing Date which is also the First Purchase Date.
Management Company
France Titrisation (the “Management Company”), a société par actions
simplifiée with a share capital 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
353 053 531, licensed and supervised by the French Financial Market
Authority (Autorité des Marchés Financiers). The corporate purpose of
the 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 Company
will be deemed, unless the context requires otherwise, to be references
to the Management Company acting in the name, and on behalf, of the
FCT in respect of the Compartment.
PAR2725004
15
Custodian
Banque PSA Finance (the “Custodian”), 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 as a credit institution (établissement de crédit) with
the status of bank (banque) by the French Credit Institutions and
Investment Companies Committee (Comité des Etablissements de Crédit
et des Entreprises d’Investissement) (now the Autorité de Contrôle
Prudentiel), in its capacity as co-founder of 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 Regulations and the General Regulations.
Seller
Compagnie Générale de Crédit aux Particuliers or Crédipar, a société
anonyme with a share capital of € 107,300,016, whose registered office
is 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 French
Credit Institutions and Investment Companies Committee (Comité des
Etablissements de Crédit et des Entreprises d’Investissement) (now the
Autorité de Contrôle Prudentiel), in its capacity as seller under the terms
of the Master Purchase Agreement. Crédipar is 99.99% owned by
Banque PSA Finance.
Pursuant to the Master Purchase Agreement, the Seller shall be entitled
to substitute, in relation to its rights and obligations, any other entity,
existing or newly created, intended to take over its activities by way of
merger, demerger, contribution in part or in whole of assets, or in any
other way between it and any entity of the PSA Group, including any
change into another corporate form or branch, provided that the
conditions precedent set out in the Master Purchase Agreement are
satisfied and in particular but without limitation that such substitution
shall 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 on “review for possible downgrade”, or the
downgrading or the withdrawal of any of the ratings of the Class A Notes
or that such substitution limits such downgrading or avoids such
withdrawal.
Servicer
Crédipar, a société anonyme with a share capital of € 107,300,016,
whose registered office is 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 French Credit Institutions and Investment Companies
Committee (Comité des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel), in its
capacity as servicer under the terms of the Master Servicing Agreement.
Crédipar is 99.99% owned by Banque PSA Finance.
T
In accordance with the provisions of article L. 214-46 of the Monetary
and Financial Code, the Management Company and the Custodian have
appointed the Seller as Servicer in relation to the Purchased
Receivables under the Master Servicing Agreement.
Pursuant to the Master Servicing Agreement, the Servicer shall be
16
entitled to substitute, in relation to its rights and obligations, any other
entity, existing or newly created, intended to take over its activities by
way of merger, demerger, contribution in part or in whole of assets, or in
any other way between it and any entity of the PSA Group, including any
change into another corporate form or branch, provided that the
conditions precedent set out in the Master Servicing Agreement are
satisfied and in particular but without limitation that such substitution
shall 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 possible downgrade”, or the downgrading
or the withdrawal of any of the ratings of the Class A Notes or that such
substitution limits such downgrading or avoids such withdrawal.
Specially Dedicated Bank
Account
In accordance with articles L. 214-46-1 and R. 214-110 of the Monetary
and Financial Code and pursuant to the terms of the Specially Dedicated
Account Bank Agreement, a bank account specially dedicated (compte
spécialement affecté) to the benefit of the FCT has been opened by the
Servicer with the Specially Dedicated Account Bank (the “Specially
Dedicated Bank Account”).
Pursuant to the Master Servicing Agreement, the Servicer shall in an
efficient and timely manner collect, transfer and credit directly or indirectly
to the Specially Dedicated Bank Account all Available Collections received
in respect of the Purchased Receivables, provided that the Servicer has
undertaken vis-à-vis the FCT:
(i)
that all Instalment paid by Debtors by direct debit shall be directly
credited to the Specially Dedicated Bank Account without
transiting via any other account of the Servicer provided that such
direct debit amount will also include Excluded Amount paid by the
relevant Debtor, as applicable; and
(ii)
to transfer promptly 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 of its
bank accounts as of the close of business, provided that such
amount shall not include any Excluded Amount paid by the
relevant Debtor, as applicable, and subject to the adjustments set
out in Section “DESCRIPTION OF THE MASTER SERVICING
AGREEMENT”.
The Specially Dedicated Account Bank is Crédit Agricole S.A., a société
anonyme with a share capital 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 Credit Institutions and
Investment Companies Committee (Comité des Etablissements de Crédit
et des Entreprises d’Investissement) (now the Autorité de Contrôle
Prudentiel).
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 will appoint jointly with
the Custodian (in its capacity as co-founder of the FCT) a new specially
dedicated account bank within 30 Business Days and close the Specially
Dedicated Bank Account, provided that the conditions precedent set out
therein are satisfied (and in particular but without limitation that a new
specially dedicated account has been opened with a new specially
17
dedicated account bank with the Account Bank Required Ratings).
An entity shall have the “Account Bank Required Ratings” if its shortterm 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 such rating is on “rating watch
negative”) and F1 (short term) by Fitch Ratings and P-1 by Moody’s.
Either the Specially Dedicated Account Bank or the Servicer (on giving 1month prior notice) may terminate the Specially Dedicated Account Bank
Agreement, provided that the conditions precedent set out therein are
satisfied (and in particular but without limitation that a new specially
dedicated account has been opened with a new specially dedicated
account bank with the Account Bank Required Ratings).
Compartment
Account Bank
Crédit Agricole Corporate and Investment Bank (the "Compartment
Account Bank"), a société anonyme with a share capital of
€ 6,775,271,784, whose registered office is located at 9, quai du
Président Paul Doumer, 92920 Paris La Défense (France), registered
with the Trade and Companies Registry 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 Institutions and
Investment Companies Committee (Comité des Etablissements 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 Management Company has opened the Compartment
Accounts under the responsibility of the Custodian, pursuant to the
provisions 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 Business Days, 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 the Management Company and the
Custodian,
provided that the conditions precedent set out therein are satisfied (and
in particular but without limitation that a new compartment account bank
with the Account Bank Required Ratings has been appointed).
18
Compartment
Cash Manager
Banque PSA Finance (the "Compartment Cash Manager"), 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 as a credit institution
(établissement de crédit) with the status of bank (banque) by the French
Credit Institutions and Investment Companies Committee (Comité des
Etablissements de Crédit et des Entreprises d’Investissement) (now the
Autorité de Contrôle Prudentiel).
By derogation to the provisions of the General Regulations, the
Compartment Cash Manager is appointed by the Management Company
to manage the amounts standing from time to time to the credit of the
Compartment Accounts and the allocation of such amounts in
accordance with the provisions of the Compartment Cash Management
Agreement and the conditions set out in this Offering Memorandum (see
Section “COMPARTMENT CASH AND INVESTMENT RULES”).
Pursuant to the Compartment Cash Management Agreement, either the
Management Company or the Compartment Cash Manager (on giving
30-days prior written notice to the Management Company and the
Custodian) may terminate the Compartment Cash Management
Agreement, provided that the conditions precedent set out therein are
satisfied (and in particular but without limitation that a new compartment
cash manager has been appointed).
Paying Agent
CACEIS Corporate Trust (the "Paying Agent"), 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 status of an investment firm (entreprise
d’investissement) by the French Credit Institutions and Investment
Companies Committee (Comité des Etablissements 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 the payment, on the Payment Dates, of the
amount of principal and interest due to the Class A Noteholders pursuant
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 the Paying Agent and appoint a new
paying agent; and
(b)
the Paying Agent may resign on giving 30-days prior written
notice to the Management Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and
in particular but without limitation that a new paying agent has been
appointed).
Interest Rate Swap
Counterparties
Each of:
(a)
BNP Paribas, a société anonyme with a share capital of
€ 2,397,320,312, whose registered office is located at 16
19
boulevard des Italiens, 75009 Paris (France), registered with the
Trade and Companies Registry of Paris under number 662 042
449, 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 Etablissements
de Crédit et des Entreprises d’Investissement) (now the Autorité
de Contrôle Prudentiel); and
(b)
Société Générale, a société anonyme with a share capital of
€ 962,903,828.75, whose registered office is located at 29
boulevard des Italiens, 75009 Paris (France), registered with the
Trade and Companies Registry of Paris under number 552 120
222, 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 Etablissements
de Crédit et des Entreprises d’Investissement) (now the Autorité
de 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 an
Interest Rate Swap Agreement with the FCT in respect of the Class A
Notes, pursuant to which it has been appointed as Interest Rate Swap
Counterparty (subject to the right of the Management Company and of the
relevant Interest Rate Swap Counterparty to terminate such Interest Rate
Swap 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 la
Grande Armée, 75116 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 French Credit Institutions and Investment
Companies Committee (Comité des Etablissements de Crédit et des
Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Junior Swap Provider has entered into the Junior Swap Agreement
with the FCT in respect of the Class B (subject to the right of the
Management Company to terminate such Junior Swap Agreement in
accordance with its terms).
Data Protection Agent
BNP Paribas Securities Services (the "Data Protection Agent"), a société
en commandite par actions 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) under
number 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 des Etablissements de
Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle
Prudentiel), acting in its capacity as data protection agent under the terms
of the Data Protection Agreement.
On the Closing Date and on each Subsequent Purchase Date
during the Revolving Period, the Seller will deliver to the Management
Company an Encrypted Data File (consisting in an electronically readable
data tape in a standard format as agreed between the Management
20
Company and the Seller containing encrypted information such as, inter
alia, the names and addresses of the Debtors in relation (i) to the
Purchased Receivables which the Seller has sold to the FCT on the
Closing Date or on that Subsequent Purchase Date, respectively, and (ii)
to all the outstanding Purchased Receivables (either Performing
Receivables, 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 an accepted cleanup offer) as at such date)).
On each Information Date during the Amortisation Period and/or
the Accelerated Amortisation Period, 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 against unauthorised access by any third
parties.
On the Closing Date, the Seller will deliver to the Data Protection
Agent the Decryption Key required to decrypt information contained in the
Encrypted Data File delivered on the same date to the Management
Company. The Data Protection Agent shall hold the Decryption Key (and
any updated Decryption Key, as the case may be) in safe custody and
protect it against unauthorised access by any third parties until the
Management Company requires the delivery of the Decryption Key.
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 the Decryption Key to the
Management Company (or to any person designated by the Management
Company, including without limitation any replacement servicer).
The Management Company has undertaken to request the
Decryption Key to the Data Protection Agent and use (or permit the use)
the data contained in the Encrypted Data File relating to the 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 change of the Servicer following the
occurrence of a Servicer Termination Event).
Other than is the circumstances set out above, the Data
Protection Agent shall keep the Decryption 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 Servicing Agreement, and subject to the receipt from the Data
Protection Agent of the Decryption Key in accordance with the terms of
the Data Protection Agreement, the Management Company will (or will
instruct any person appointed by it or any substitute servicer to) (i) notify
the Debtors of the assignment of the relevant Receivables to the FCT and
(ii) instruct the Debtor to pay any amount owed under the Purchased
Receivables into any account specified by the Management Company in
the notification.
21
Assets Allocated to the
Compartment
Available Collections
Compartment Accounts
Pursuant to the Compartment Regulations, the Assets Allocated to the
Compartment by the Management Company comprise:
(a)
the Initial Receivables purchased by the FCT on the First
Purchase Date from the Seller and the Additional Receivables
which will be purchased by the FCT on each Subsequent
Purchase 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 to
remedy to such failure;
(f)
the Net Swap Amounts and any other amount to be received from
the Interest Rate Swap Counterparties, if any, under each of the
Interest Rate Swap Agreements;
(g)
the Net Junior Swap Amounts and any other amount to be
received, as the case may be, from the Junior Swap Provider
under the Junior Swap Agreement;
(h)
any Authorised Investments and income relating to any
Authorised Investments; and
(i)
any other rights transferred or attributed to the Compartment
under the terms of the Transaction Documents.
“Available Collections” means in respect of any Collection Period and in
relation to any Payment Date an amount equal to the aggregate of:
(i)
all cash collections (payments of principal, interest, arrears, late
payments, penalties and ancillary payments) collected by the
Servicer during such Collection Period in relation to the Purchased
Receivables (including (aa) Prepayments (and the related
prepayment penalties), (bb) all Recoveries, (cc) all amounts paid in
connection with (x) the indemnity payment paid by any of the Seller
in respect of non-compliant Receivables and the termination of the
assignment of any Purchased Receivable (subject to any set-off
with the payment of the Purchase 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 of any Receivable (subject to any set-off with the
payment of the Purchase Price of Purchased Receivables to be
purchased on the relevant Purchase Date) and (dd) any amounts
paid to Crédipar by the Collective Insurers under the Collective
Insurance Contracts); plus or minus, as the case may be,
(ii)
any Adjusted Available Collections.
All payments received or to be received by the Compartment shall be
credited to the Compartment Accounts opened with the Compartment
22
Account Bank in accordance with the terms of the Compartment Bank
Account 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 instructions
given by the Management Company in accordance with the provisions of
the Compartment Regulations, to the extent of available funds standing to
the credit of such Compartment Accounts.
General Reserve Account
Under the Master Purchase Agreement, the Seller has undertaken to
guarantee the performance of the Purchased Receivables, up to a limit
equal to the amount of the General Reserve Cash Deposit, in accordance
with and subject to the provisions of the General Reserve Cash Deposit
Agreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the
Monetary and Financial Code and with the provisions of the General
Reserve Cash Deposit Agreement, as a guarantee for its financial
obligations (obligations financières) under such performance guarantee,
the Seller has agreed to make, on the Closing Date, the General Reserve
Cash Deposit with the FCT (remise d’espèces en pleine propriété à titre
de garantie).
The General Reserve Cash Deposit will be equal to one (1) per cent. of
the aggregate of the Initial Principal Amounts of the Notes. This General
Reserve Cash Deposit is made once and for all and neither the Seller nor
any other entity within the PSA Group will be obliged to replenish that
General Reserve Cash Deposit nor to pay any additional amount under
that performance guarantee after the Closing Date. The General Reserve
Cash Deposit remitted on the Closing Date will constitute the initial
General Reserve.
The General Reserve will be used in accordance and subject to the
relevant Priority of Payments.
On each Monthly Payment Date during the Revolving Period or during the
Amortisation Period, the General Reserve may be either:
(a)
reinstated or increased, subject to the applicable Priority of
Payments, by the transfer of monies from the Interest Account to
the 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 the
Interest Account.
Following an Accelerated Amortisation Event or a Compartment
23
Liquidation Event, on each Accelerated Payment Date, the General
Reserve may be decreased, subject to the applicable Priority of
Payments, by the transfer of monies from the General Reserve Account to
the General Collection Account, or increased, subject to the applicable
Priority of Payments, by the transfer of monies from the General
Collection Account to the General Reserve Account.
The General Reserve Account shall be debited or credited in accordance
with the instructions given by the Management Company.
The General Reserve Cash Deposit will be released and retransferred to
the Seller on each Payment Date, if and to the extent not otherwise
reimbursed, to the extent of available funds and in accordance with and
subject to the relevant Priority of Payments.
Upon the liquidation of the Compartment and subject to the full payment of
any amounts due by the FCT in respect of the Compartment to the Class
A Noteholders and the Class B Noteholders in accordance with the
applicable Priority of Payments, the General Reserve will be retransferred
directly to the Seller up to the amount of the General Reserve Cash
Deposit not otherwise reimbursed on a preceding Payment Date.
Commingling Reserve
Account
The Commingling Reserve is made available to protect the Compartment
against the risk of delay or default of the Servicer in its financial
obligations (obligations financières) under the Master Servicing
Agreement (including, without limitation, its obligation to transfer the
Available Collections to the FCT).
The amount standing to the credit of the Commingling Reserve Account
shall at least be equal to the Commingling Reserve Required Amount (it
being understood that all amounts of interest received from the investment
of the Commingling Reserve and standing, as the case may be, to the
credit of the Commingling Reserve Account, shall not be taken into
account).
On the Closing Date, the Servicer will credit the Commingling Reserve
Account with the Commingling Reserve Required Amount applicable on
the Closing Date, as a guarantee for all its financial obligations
(obligations financières), contingent and future, towards the FCT, in
relation to the 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
titre de garantie).
On any Monthly Settlement Date, if the Commingling Reserve needs to be
adjusted in order to comply with the Commingling Reserve Required
Amount, such adjustment shall be made, as applicable:
(i)
by the Servicer, by remitting, in accordance with 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 titre de garantie), the
necessary amounts to the Commingling Reserve Account such
Monthly Settlement Date; or
(ii)
by the Management Company, by releasing and repaying the
excess of (i) the amount standing to the credit of the Commingling
Reserve Account over (ii) the Commingling Reserve Required
Amount directly to the Servicer on the immediately following
24
Payment Date,
it being understood that all amounts of interest received from the
investment of the Commingling Reserve and standing, as the case may
be, to the credit of the Commingling Reserve Account, shall not 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 the restitution obligations
of the FCT under the Commingling Reserve against the amount of the
breached financial obligations (obligations financières) of the Servicer, up
to the lowest of (i) the unpaid amount in respect of such financial
obligations (obligations financières); and (ii) the amount then standing to
the credit of the Commingling Reserve Account, in accordance the article
L. 211-38 of the Monetary and Financial Code, without the need to give
prior notice of intention to enforce the Commingling Reserve (sans mise
en demeure préalable).
As long as the Servicer meets its financial obligations (obligations
financières) under the Master Servicing Agreement (failing which the
above provisions shall apply), it has been expressly agreed that the
Commingling Reserve shall not be included in the Available Collections of
any Collection Period and shall not be applied to cover any payments due
in accordance with and subject to the applicable Priority of Payments, nor
to cover any Debtors’ defaults.
Upon liquidation of the Compartment and subject to the Servicer having
complied in full with its financial obligations (obligations financières) under
the Master Servicer Agreement, the amount standing to the credit of the
Commingling Reserve Account will be released and retransferred directly
to the Servicer.
Priority of Payments
Pursuant to the Compartment Regulations, the Management Company
will give instructions to the Custodian, the Compartment Account Bank
and the Compartment Cash Manager to ensure that during the Revolving
Period, the Amortisation Period and the Accelerated Amortisation Period
(if any), payments are made, to the extent of Available Distribution
Amount, in accordance with the relevant Priority of Payments, in a due
and timely manner.
In order to ensure that all the allocations, distributions and payments are
made in a timely manner in accordance with the Priority of Payments
during the Revolving Period, the Amortisation Period and, as the case
may be, the Accelerated Amortisation Period, the Management Company
will give appropriate instructions to the Custodian, the Compartment
Account Bank, the Servicer, the Compartment Cash Manager, the
Interest Rate Swap Counterparties, the Junior Swap Provider and the
Paying Agent.
Purchased Receivables
The Purchased Receivables assigned to the FCT by the Seller on the
First Purchase Date and on any Subsequent Purchase Date, during the
Revolving Period (which is expected to end no later than on the Monthly
Payment Date falling in November 2012 (included)) arise from the Auto
Loan Contracts entered into with Debtors. The Purchased Receivables
purchased by the FCT, on any Purchase Date, shall be exclusively
allocated to the Compartment.
25
The aggregate Outstanding Balance of the portfolio of auto loan
receivables as of close of business on 6 July 2011 is approximately
EUR 1,049,999,917. The average number of months that had elapsed
since origination is approximately 13.33 months and the average
remaining term to stated maturity is approximately 42.83 months as of 6
July 2011.
Description of the Notes
The FCT will issue the Class A Notes, the Class B Notes and the
Residual Units backed by the Assets Allocated to the Compartment. The
Residual Units are not offered for sale in accordance with this Offering
Memorandum.
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 the
Compartment on the Closing Date and are backed by the Assets
Allocated to the Compartment. The Class A Notes are issued by the
Compartment 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 Compartment
on the Closing Date and are backed by the Assets Allocated to the
Compartment. The Class B Notes are issued by the Compartment at a
price of 100 per cent. of their Initial Principal Amount.
2 Residual Units of € 150 each with an aggregate amount of € 300 with
unlimited duration are issued by the Compartment on the Closing Date
and are backed by the Assets Allocated to the Compartment. The
Residual Units are issued by the Compartment at a price of 100 per cent.
of their Initial Principal Amount. The Residual Units are subordinated to
the 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 B
Notes and the Residual Units are equal to € 1,050,000,300 and such
amount will be applied by the Management Company to fund the
purchase of the Initial Receivables from the Seller, on the First Purchase
Date.
During the Revolving Period, the Compartment will finance the purchase
of Additional Receivables from the Available Purchase Amount.
Rate of Interest
The Rate of Interest payable in respect of the Notes of each class will be
determined by the Management Company on each Interest Rate
Determination Date prior to the commencement of each Interest Period.
The Rate of Interest in respect of each Interest Period shall be the
aggregate of the EURIBOR Reference Rate plus the Relevant Margin.
26
The Rate of Interest on the Class A Notes is the aggregate of the
EURIBOR Reference Rate plus the Relevant Margin of 0.90 per cent.
per annum. The Rate of Interest on the Class B Notes is the aggregate
of the EURIBOR Reference Rate plus the Relevant Margin of 1.60 per
cent. per annum.
Payment Dates
During the Revolving Period, payments of interest (and, subject to the
occurrence of a Partial Early Amortisation Event, payments of principal)
will be made monthly in arrear on each Monthly Payment Date. The first
Monthly Payment Date will be 26 September 2011.
During the Amortisation Period, payments of interest and principal will be
made monthly in arrear on each Monthly Payment Date until the earlier
of the date on which the Principal Amount Outstanding of the Notes is
reduced to zero and the Final Legal Maturity Date (subject to the
absence of occurrence of an Accelerated Amortisation Event).
During the Accelerated Amortisation Period (if any), payments of interest
and principal will be made monthly in arrear on each Accelerated
Payment Date until the earlier of the date on which the Principal Amount
Outstanding of the Notes is reduced to zero and the Final Legal Maturity
Date.
Final Legal Maturity Date
Unless previously redeemed, each of the Notes will be redeemed at its
Principal Amount Outstanding on the Payment Date falling on
26 December 2022 or, if such day is not a Business Day, on the next
succeeding Business Day, subject to the relevant Priority of Payments to
the extent of the Assets Allocated to the Compartment.
Ratings
It is a condition to the issuance of the Class A Notes that the Class A
Notes are assigned, upon issue, a rating of AAAsf by Fitch Ratings and a
rating 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 and
may be subject to revision, suspension or withdrawal at any time by the
Rating Agencies.
Clearing Systems
The Class A Notes will, upon issue, (i) be admitted to the operations of
Euroclear France (acting as central depositary) which shall credit the
accounts of Account Holders affiliated with Euroclear France and (ii) be
admitted in the Clearing Systems (see Section “GENERAL
INFORMATION”). In this paragraph, “Account Holder” shall mean any
investment services provider, including Clearstream Banking, société
anonyme (“Clearstream Banking”) and Euroclear Bank S.A./N.V.
(“Euroclear Bank S.A./N.V.”).
Listing
27
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 of
interest, subject to and in accordance with the Interest Priority of
Payments, but shall not receive payments of principal except in the case
of a Partial Early Amortisation.
Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event or
Compartment Liquidation Event having occurred, if, on three (3)
successive Purchase Dates, the aggregate of the Effective Outstanding
Balances of the Performing Receivables, as calculated on the
Determination Date immediately preceding each such Purchase Dates
(including the aggregate of the Effective Outstanding Balances of the
Receivables which are being 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 Initial Principal Amount of the Class A Notes
and the Initial Principal Amount of the Class B Notes, then, on the
immediately following Monthly Payment Date, the Class A Notes and the
Class B Notes will be subject 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 an exception to the Priorities of Payments otherwise
applicable for the amortisation of the Class A Notes and the Class B
Notes, the Partial Early Amortisation Amount shall be exclusively applied
to the partial amortisation of the Class A Notes and Class B Notes, pari
passu and pro rata the Principal Amount Outstanding of the Class A Notes
and of the Class B.
For the avoidance of doubt, notwithstanding such Partial Early
Amortisation, the Initial Principal Amount of the Class A Notes and the
Initial Principal Amount of the Class B Notes shall continue to be used as
a basis for the purpose of determining whether a Purchase Shortfall has
occurred.
Amortisation Period
During the Amortisation Period the Noteholders shall, in addition to
payments of interest, receive payments of principal on each Monthly
Payment Date commencing on the Monthly Payment Date falling in
December 2012 (included) and in accordance with the relevant Priority of
Payments.
Following the occurrence of an Amortisation Event, the Notes shall be
subject to partial mandatory redemption on each Monthly Payment Date
falling on or after such an Amortisation Event and, in addition to
payments of interest, payments of principal will be made on each Monthly
Payment 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
28
pari passu basis) until the earlier of the date upon which the Principal
Amount Outstanding of each Class A Note is reduced to zero and the
Final Legal Maturity Date. Provided that the Class A Notes have been
redeemed in full, the Class B Noteholders will receive, in addition to
payments of interest, payments of principal on each Monthly Payment
Date until the earlier of the date on which the Principal Amount
Outstanding of each Class B Note is reduced to zero and the Final Legal
Maturity Date.
By way of exception to the above, on a Reduced Payment Date, the Notes
shall not be redeemable and no payment of principal shall be owed
thereunder. The Reduced Payment Date shall only occur once.
Accelerated Amortisation Period
Following the occurrence of an Accelerated Amortisation Event or a
Compartment Liquidation Event during the Revolving Period or the
Amortisation Period, the Class A Noteholders will receive, in addition to
payments of interest, payments of principal on each Accelerated
Payment Date (on a pro rata and pari passu basis) until the earlier of the
date on which the Principal Amount Outstanding of each Class A Note is
reduced to zero and the Final Legal Maturity Date. Provided that the
Class A Notes have been redeemed in full, the Class B Noteholders will
receive, in addition to payments of interest, payments of principal on
each Accelerated Payment Date falling on or after the date upon which
the Class A Notes have been redeemed in full until the earlier of the date
on which the Principal Amount Outstanding of each Class B Note is
reduced to zero and the Final Legal Maturity Date. On each Accelerated
Payment Date, payments of principal and interest due on the Class A
Notes will rank prior to payments of principal and interest due in respect
of the Class B Notes.
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 as subscriber of the Residual Units, shall on a
consolidated basis, retain, on an ongoing basis, a material net economic
interest which, in any event, shall not be less than 5% of the nominal
amount of the securitised exposures. At the date of this Offering
Memorandum such interest is retained in accordance with item (d) of
article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as
amended by Directive 2009/111/EC, as the same may be amended from
time to time (the "Capital Requirements Directive") (as implemented in
France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007
relating to capital requirements for credit institutions and investment
firms, as amended form time to time (the “2007 Order”)), by the holding
all the Class B Notes and all of the Residual Units issued by the FCT in
relation with the Compartment. As condition precedent to the purchase
of Additional Receivables on Subsequent Purchase Dates, the
Management Company shall have received prior written confirmation
from the Custodian, as holder of the registry of the holder of the Class B
Notes and the Residual Units, that Banque PSA Finance holds all of 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 Residual Units Subscription Agreement, Banque PSA
Finance and Crédipar has:
(a)
adhered to the requirements set out in paragraph 6 of article 122a
29
of the Capital Requirements Directive (as implemented in France
in article 217-1(f)) of the 2007 Order);
(b)
undertaken to the Joint Lead Managers and the FCT that it shall
at all times comply with the provisions of the 2007 Order
implementing inter alia article 122a of the Capital Requirements
Directive and make appropriate disclosures to the Noteholders
about the retained net economic interest in the securitisation
transaction contemplated in this Offering Memorandum and
ensure that the Noteholders have readily available access to all
materially relevant data as required under paragraph 7 of article
122a of the Capital Requirements Directive (as implemented in
France in article 217-1(g)) of the 2007 Order;
(c) )
undertaken to the Joint Lead Managers and the FCT that it shall
at all times retain the ownership of the Class B Notes (as far as
Banque PSA Finance is concerned) and the Residual Units (as far
as Crédipar is concerned). Crédipar has also undertaken to the
Joint Lead Managers and the FCT to procure that Banque PSA
Finance complies with such undertaking.
An overview of the retention of the material net economic interest by
Banque PSA Finance and Crédipar in compliance with the Capital
Requirements Directive will be provided in the Investor Report 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 the information described above for the
purposes of complying with article 122a of the Capital Requirements
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 this paragraph.
Liquidation of the
Compartment - Clean-up
Offer
Pursuant to the Master Purchase Agreement and upon the occurrence of
a Compartment Liquidation Event, the Management Company shall be
entitled to declare the dissolution of the Compartment. Upon the
occurrence of a Compartment Liquidation Event, the Management
Company will propose to the Seller to purchase all the Purchased
Receivables comprised within the Assets Allocated to the Compartment
in a single transaction.
(See Section "LIQUIDATION OF THE
COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE
RECEIVABLES").
In particular, the Management Company may decide to declare the
dissolution of the Compartment and carry out the liquidation procedure in
the event that the aggregate of the outstanding balances (capital restant
dû) of the undue (non échue) Performing Receivables held by the
Compartment falls below 10 per cent. of the maximum aggregate
outstanding balances (capital restant dû) of the undue (non échue)
Performing Receivables recorded since the Closing Date and the Seller
requests the liquidation of the Compartment under a clean-up offer.
The repurchase price of the Purchased Receivables proposed by the
Management Company to the Seller or to any other entity or entities of
the PSA Group shall be based on the fair market value of receivables
having similar characteristics to the Receivables comprised within the
30
Assets Allocated to the Compartment, having regard to the aggregate
Outstanding Balances of those Purchased Receivables and the other
amounts accrued and payable in connection with the said Receivables.
In addition such repurchase price (taking into account for this purpose
the Compartment Cash, excluding the amounts of the Commingling
Reserve) must be sufficient to enable the FCT to pay in full all amounts
outstanding in respect of the Notes after payment of all other amounts
due by the FCT with respect to the Compartment and ranking senior to
the Notes of each class in accordance with the applicable Priority of
Payments.
Following the exercise of any clean-up offer:
Credit Enhancement
(a)
the Noteholders will be repaid all amounts owing to them on the
immediately succeeding Payment Date subject to and in
accordance with the applicable Priority of Payments; and
(b)
upon liquidation of the Compartment and subject to the Servicer
having complied in full with its financial obligations (obligations
financières) under the Master Servicer Agreement, the amount
standing to the credit of the Commingling Reserve Account will be
released and retransferred directly to the Servicer; and
(c)
subject to the full payment of any amounts due by the FCT in
respect of the Compartment to the Class A Noteholders and the
Class B Noteholders in accordance with the applicable Priority of
Payments, the General Reserve will be retransferred directly to
the Seller up to the amount of the General Reserve Cash Deposit
not otherwise reimbursed on a preceding Payment Date.
Excess Margin
Irrespective of the hedging and protection mechanisms set out under this
section, the first protection for the holders of the Notes derives, from time
to time, from the existence of an Excess Margin.
Class A Notes
Credit enhancement for the Class A Notes will be provided by (i) the
Excess Margin, (ii) the subordination of payments of interests due in
respect of the Class B Notes to the payments of interests due in respect of
the Class A Notes and (iii) the subordination of payments of principal due
in respect of the Class B Notes to the payments of principal due in respect
of the Class A Notes, (iv) the General Reserve
(see “CREDIT
STRUCTURE – General Reserve”) and (v) the Residual Units.
Class B Notes
The credit enhancement for the Class B Notes will be provided by (i) the
Excess 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 be
made subject to any applicable withholding or deduction for or on
account of any tax and neither the FCT nor the Paying Agent will be
obliged to pay any additional amounts as a consequence.
31
Governing Law
The Notes and the Transaction Documents relating to the FCT will be
governed by and interpreted in accordance with French Law.
The parties to the Transactions Documents have agreed to submit any
dispute that may arise in connection with the Transaction documents to
the exclusive jurisdiction of the competent courts in commercial matters
within the jurisdiction the Cours d’Appel of Paris.
Pursuant to the Compartment Regulations, the French courts having
competence in commercial matters will have exclusive jurisdiction to
settle any dispute that may arise between the Noteholders, the
Management Company and/or the Custodian in connection with the
establishment, the operation or the liquidation of the Compartment.
32
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 the
Custodian and the Management Company on the establishment date of the first compartment, AUTO ABS
FCT COMPARTIMENT 2010-1. The sole purpose of AUTO ABS FCT is the purchase, from time to time, of
receivables from French or non-French entities within the PSA Group or, otherwise, from suppliers or
business partners designated by the PSA Group. The FCT is established in accordance with 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. 214109 of the Monetary and Financial Code. The FCT is governed by the provisions of articles L. 214-5, L. 21442-1 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 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, the
general rules concerning the creation, the operation and the liquidation of the FCT compartments and the
respective 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 is
governed by its own compartment regulations which include, among other things, the rules governing the
creation, operation and liquidation of the relevant compartment, the characteristics of the receivables
purchased by the FCT and allocated to the relevant compartment and the characteristics of the units and, as
applicable, the notes issued in respect of the relevant compartment, the priorities in the allocation of the
assets of the relevant compartment, the credit enhancement and hedging mechanisms set up in relation to
the 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 (as
applicable), 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 Financial
Code:
(i)
receivables of any kind whatsoever (subject to any applicable laws) as contemplated in article
D.214-94 1° of the Monetary and Financial Code, irrespective of whether it is or it is not evidenced
by 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 and
Financial 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 the
approval of the Autorité des Marchés Financiers the specific activity programme referred to in article L. 21449-7-I of the Monetary and Financial Code and all other requirements of the Monetary and Financial Code
have been complied with.
33
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 may
have two or more compartments jointly established by the Custodian and the Management Company. In
accordance with the provisions of the Monetary and Financial Code, the FCT may issue units and, as
applicable, 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 derogation
from article 2093 of the Civil Code and except as expressly provided by the constitutive documents of a
French fonds commun de titrisation, the assets of a given compartment only meet the debts, liabilities and
obligations 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 shall
benefit 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 compartment
regulations and of the General Regulations, shall be segregated (autonomes, séparés et distincts) from the
assets allocated to the other compartments so that the assets allocated to a specific compartment may be
used exclusively to meet the debts, liabilities and obligations of that compartment.
Consequently, payments received with respect to the assets allocated to a given compartment are
exclusively allocated to the payment of principal, interest, fees and expenses due in relation to that
compartment. Likewise, defaults on the receivables allocated to a given compartment will be borne by that
compartment and not by other compartments.
Liquidation of compartments
The Management Company may decide to liquidate a compartment, without having any obligation to
liquidate 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, the
noteholders 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 the
establishment 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 the
assets allocated to the relevant compartment under the terms and conditions of the General
Regulations and the provisions of the relevant compartment regulations;
(b)
expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to any
other 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 its
contractual liability.
Pursuant to the provisions of the General Regulations and the principles described in the General
Memorandum, the Management Company has expressly and irrevocably undertaken, upon the conclusion of
34
any agreement, in the name and on behalf of the FCT and with any third party with respect to any
compartment, to ensure that such third party:
(i)
expressly and irrevocably waives all its rights of recourse against the FCT in the terms set out in
paragraph (d) above or, failing which,
(ii)
expressly and irrevocably acknowledges that its rights against the FCT are limited to the assets
allocated 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 to
the 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 Auto
Loan Contracts entered into with Debtors and (ii) to issue Notes and Residual Units backed by such
Receivables. Pursuant to the provisions of the Master Purchase Agreement, the Seller will represent that the
Receivables offered for transfer to the FCT shall satisfy the Eligibility Criteria, including without limitation the
fact that the Auto Loan Contract shall be subject to French law and that each Debtor shall be domiciled in the
French 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 be
used by the Management Company to purchase the Receivables which will be allocated exclusively to the
Compartment by the Management Company on that date.
The FCT will not issue any additional notes or units in relation to the Compartment after the Closing
Date. However, the Management Company may acquire Additional Receivables from the Seller during the
Revolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to the
satisfaction 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 the
Revolving Period, on a monthly basis at a rate which will depend on the effective repayment of the
Purchased Receivables that have been or will be exclusively allocated to the Compartment, in accordance
with 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 that
may have any material adverse effect on the financial position of the Compartment. The Compartment is not
aware that any such proceedings or arbitration proceedings are imminent or threatened, which could
adversely 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 into
account the issue of the Notes and the Residual Units) will be as follows:
Indebtedness (on the Closing
Date, subject to, and taking into
account, the issue of the Notes
and 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
36
DESCRIPTION OF THE RELEVANT ENTITIES
The Management Company
France Titrisation
41, Avenue de l’Opéra
75002 Paris
France
General
The Management Company is France Titrisation, a société par actions simplifiée with a share capital
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 353 053 531, licensed and
supervised by the French Financial Market Authority (Autorité des Marchés Financiers). The Management
Company is regulated, inter alia, under the provisions by the provisions of the Commercial Code, the
Monetary and Financial Code and articles 321-1 to 321-31 of the AMF General Regulations (Règlement
général 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 de
créances) and/or French securitisation vehicles (organismes de titrisation) in accordance with the provisions
of articles L. 214-49-6 to L. 214-49-10 of the Monetary and Financial Code and the AMF General
Regulations (Règlement général de l’Autorité des Marchés Financiers). As of the date of this Offering
Memorandum, 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 the
Trade and Companies Registry of Paris (France).
Role of the Management Company
The Management Company establishes the FCT jointly with the Custodian and each compartment in
accordance with the conditions described in the General Regulations. All the compartments of the FCT will
have the same Management Company during the lifetime of the FCT. The Management Company
represents each compartment and, more generally, the FCT as against third parties, in particular in any legal
action or proceedings whether as a plaintiff or as a defendant. The Management Company is responsible for
the management of each compartment and of the FCT generally.
Pursuant to the provisions of the Compartment Regulations and in accordance with the General
Regulations, 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 in
particular 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 with
the 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;
37
(e)
providing all necessary information and instructions to the Custodian and/or the Compartment
Account Bank in order for it to operate the Compartment Accounts in accordance with the
Compartment Regulations;
(f)
allocating any payment received by the FCT in respect of the Compartment in accordance with the
Compartment Regulations;
(g)
determining, on each Interest Rate Determination Date, the Rate of Interest used to determine the
interest 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 the
Monthly Servicer Report, the Principal Deficiency Amount;
(j)
jointly executing and renewing with the Custodian and the other parties involved, the Transaction
Documents 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 the
Autorité 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 Code
and the other applicable laws and regulations, for the information of, if applicable, the Autorité des
Marchés Financiers, the Banque de France, the Noteholders, the Residual Unitholders, the Rating
Agencies and any relevant supervisory authority, securities market (such as Euronext Paris) and
clearing systems (such as Euroclear France and Clearstream Banking). In particular, the
Management Company shall prepare the various documents required to provide to the Noteholders
and the Residual Unitholders on a regular basis the information which is required to be disclosed to
them;
(m)
taking the decision to liquidate the Compartment in accordance with applicable laws and regulations
and, upon any liquidation of the Compartment, releasing any Compartment Liquidation Surplus to the
Residual 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 and
regulations at the time of such replacement and in accordance with the provisions of the Master
Servicing Agreement, provided that the Servicer may only be replaced if:
(o)
(i)
the substitute servicer assumes the rights and obligations of the original Servicer with
respect to the servicing of the Purchased Receivables and irrevocably waives all its rights of
recourse 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 replacement
will 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 possible
downgrade”, 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 identity
of the relevant entity, provided that such approval may not be refused without a material and
justified reason;
identifying any new servicer and negotiating a replacement servicing agreement with any new
servicer upon the occurrence of a Servicer Termination Event in accordance with the provisions of
the Master Servicing Agreement;
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(p)
upon the occurrence of a Servicer Termination Event, notifying the Data Protection Agent that it has
to provide the Decryption Key to the relevant replacement servicer or any person designated by the
Management 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 the
provisions of the Master Servicing Agreement;
(s)
replacing, if applicable, the Compartment Account Bank, the Compartment Cash Manager, the
Paying Agent under the terms and conditions provided by applicable laws at the time of such
replacement and by the Compartment Cash Management Agreement, the Compartment Bank
Account Agreement or the Paying Agency Agreement, respectively, and according to the same
procedures 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 by
applicable 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 in
the Authorised Investments pursuant to the Compartment Cash Management Agreement;
(v)
giving such instructions as are necessary to the Custodian and the Compartment Account Bank to
ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the
manner 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 the
Seller 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 the
provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions
precedent contained in this Offering Memorandum;
(y)
notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount and to the
Junior Swap Provider, the applicable Junior Swap Notional Amount on each Interest Rate
Determination Date;
(z)
preparing and providing to the Custodian the Investor Report on each Calculation Date and, after
validation by the Custodian, making available and publishing on its internet website, the Investor
Report on the Validation Date following such Calculation Date;
(aa)
preparing and providing to the Custodian the Annual Activity Report and the half-yearly report of
activity and, after validation by the Custodian, making available and publishing on its internet website
the 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 the
case may be, (through website facilities/intralink) in order to distribute any information provided by
the Seller pursuant to article 122a of the CRD (as implemented in France in article 217-1 of the
2007 Order);
(cc)
controlling any evidence brought by the Servicer in relation to sums standing to the credit of the
Specially Dedicated Account but which would correspond to amounts not owed (directly or
indirectly) to the FCT;
(dd)
verifying that the conditions precedent to the purchase of Additional Receivables are satisfied on or
prior to the relevant Subsequent Purchase Date.
39
The Management Company may terminate all Transaction Documents if (i) the entire issue of the
Notes has not been completed on the Closing Date or at any later date agreed between the parties to the
agreement or (ii) the subscription price of the Class A Notes and/or the Class B Notes and/or the Residual
Units has not been received from the corresponding subscribers and the total amount received is less than
the sum of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase
Date.
Performance of the Obligations of the Management Company
The Management Company will, under all circumstances, act in the interest of the Noteholders and
of the Residual Unitholders. It irrevocably waives all its rights of recourse against the FCT with respect to the
contractual liability of the FCT. In particular, the Management Company will have no recourse against the
FCT 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 to
the 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 appointee
to irrevocably waive all its rights of recourse against the FCT with respect to the contractual liability
of the FCT;
(b)
such sub-contracting, delegation, agency or appointment complying with the applicable laws and
regulations;
(c)
the Autorité des Marchés Financiers having received prior notice, if required by the AMF General
Regulations (Règlement Général de l’Autorité des Marchés Financiers);
(d)
the Rating Agencies having received prior notice and such sub-contract, delegation, agency or
appointment will 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 possible
downgrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that
such sub-contract, delegation, agency or appointment limits such downgrading or avoids such
withdrawal; and
(e)
the Custodian 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 be refused
without a material and justified reason,
provided that notwithstanding such sub-contracting, delegation, agency or appointment, the Management
Company shall continue to be bound to comply with its obligations to the Noteholders, the Residual
Unitholders 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 the
General Regulations and summarised in the General Memorandum.
40
The Custodian
Banque PSA Finance
75, Avenue de la Grande Armée
75116 Paris
France
General
The Custodian 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 as a credit
institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and
Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises
d'Investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as co-founder of 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 Regulations and the General Regulations.
Banque PSA Finance, acting as Custodian, jointly establishes the FCT with the Management
Company and each compartment. All the compartments will have the same custodian during the lifetime of
the 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 Management
Company is conducted properly including, without limitation, in relation to the management of the Purchased
Receivables. In particular, it is responsible for supervising the Management Company with respect to the
preparation by the Management Company of the financial statements of the Compartment and, more
generally, of supervising the information published by the Management Company with respect to the other
compartments and the FCT, save for the additional information published by the Management Company
within the conditions set out in Section “INFORMATION RELATING TO THE COMPARTMENT - Additional
information”.
In case of a dispute arising between the Management Company and the Custodian, each of them
will be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take all
precautionary measures which it considers appropriate to protect the interests of the Noteholders and of the
Residual 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 the
Residual Units. The Custodian has irrevocably waived all its rights of recourse against the FCT with respect
to the contractual liability of the FCT.
The Custodian shall confirm the identity of the holder(s) of the Class B Notes and of the Residual
Units in the Investor Report.
In order to allow the Custodian to perform its supervisory duties, the Management Company has
undertaken to provide the Custodian with:
(a)
an Annual Activity Report concerning the Compartment, the contents of which shall be determined
by the Custodian pursuant to the events which have occurred;
(b)
any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, the
Compartment Account Bank and the Compartment Cash Manager pursuant to the Master Purchase
Agreement, the Master Servicing Agreement, the Specially Dedicated Account Bank Agreement, the
Compartment Bank Account Agreement and the Compartment Cash Management Agreement,
respectively; and
41
(c)
all the calculations made by the Management Company on the basis of such information to make
payments due with respect to the Compartment.
In addition, and more generally, the Management Company has undertaken to provide the
Custodian, on first demand and before any distribution to a third party, with any information or document
related to the Compartment or to the FCT generally in order to allow the Custodian to perform its supervision
duty as described above.
Delegation
The Custodian may sub-contract or delegate all or part of its obligations with respect to the
Compartment 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 irrevocably
to 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 and
regulations;
(c)
the Autorité des Marchés Financiers having received prior notice;
(d)
the Rating Agencies having received prior notice and such sub-contract, delegation, agency or
appointment will 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 possible
downgrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that
the such sub-contract, delegation, agency or appointment limits such downgrading or avoids such
withdrawal; 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 be
refused without a material and justified reason and if it is exclusively in the interests of the
Noteholders and of the Residual Unitholders,
provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodian
shall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and the
Management 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 General
Regulations and summarised in the General Memorandum.
The Seller
Compagnie Générale de Crédit aux Particuliers ("Crédipar")
12, Avenue André Malraux
92300 Levallois Perret
France
The Seller is Crédipar, a société anonyme with a share capital of € 107,300,016, whose registered
office is 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 a bank (banque) by the French Credit Institutions and Investment
Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now the
Autorité des Marchés Financiers). The Seller is 99.99% owned by Banque PSA Finance.
42
In accordance with the Master Purchase Agreement, on the First Purchase Date, the Seller will sell
the 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 to
its rights and obligations, any other entity, existing or newly created, intended to take over its activities by
way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any
entity of the PSA Group, including any change into another corporate form or branch, provided that the
conditions precedent set out in the Master Purchase Agreement are satisfied and in particular but without
limitation that such substitution shall 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 possible
downgrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such
substitution limits such downgrading or avoids such withdrawal.
The Servicer
Compagnie Générale de Crédit aux Particuliers ("Crédipar")
12, Avenue André Malraux
92300 Levallois Perret
France
The Servicer is Crédipar, a société anonyme with a share capital of € 107,300,016, whose registered
office is 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 a bank (banque) by the French Credit Institutions and Investment
Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now the
Autorité 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, the
Management Company and the Custodian have appointed the Seller as Servicer in relation of the
Receivables under the Master Servicing Agreement.
Pursuant to the Master Servicing Agreement, the Servicer will service and collect the Purchased
Receivables in accordance with the Servicing Procedures. The Servicing Procedures include the
administration, the recovery and the collection of the Purchased Receivables and, where relevant, the
enforcement of the Ancillary Rights relating to such Purchased Receivables. The Servicer has undertaken to
service the Purchased Receivables pursuant to the provisions of the Master Servicing Agreement and to the
Servicing Procedures, such procedures being subject to, among other things, changes in the applicable
laws, and certain directives or regulations issued by regulatory authorities with the prior consent of the
Management Company.
Pursuant to the Master Servicing Agreement, the Servicer shall be entitled to substitute, in relation to
its rights and obligations, any other entity, existing or newly created, intended to take over its activities by
way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any
entity of the PSA Group, including any change into another corporate form or branch, provided that the
conditions precedent set out in the Master Servicing Agreement are satisfied and in particular but without
limitation that such substitution shall 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 possible
downgrade”, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such
substitution 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 terms
of the Data Protection Agreement, the Management Company will (or will instruct any third party or any
substitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii)
43
instruct the Debtors to pay any amount owed under the Receivables into any account specified by the
Management Company in the notification.
The Data Protection Agent
BNP Paribas Securities Services
3, rue d’Antin
75002 Paris
France
The Data Protection Agent is BNP Paribas Securities Services, a société en commandite par actions
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) under number 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 des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel).
On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller
will deliver to the Management Company an Encrypted Data File (consisting in an electronically readable
data tape in a standard format as agreed between the Management Company and the Seller containing
encrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to the
Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent
Purchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either Performing
Receivables, 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 an accepted
clean-up offer) as at such date)).
On each Information Date during the Amortisation Period and/or the Accelerated Amortisation
Period, 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 against
unauthorized 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 encrypted
information contained in the Encrypted Data File provided to the Management Company.
The Specially Dedicated Account Bank
Crédit Agricole S.A.
91-93, boulevard Pasteur
75015 Paris
France
The Specially Dedicated Account Bank is Crédit Agricole S.A., a société anonyme with a share
capital 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 Credit
Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel).
The Specially Dedicated Account Bank is the bank in the books of which the Specially Dedicated
Account is opened in accordance with articles L. 214-46-1 and D. 214-103 of the Monetary and Financial
Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement.
44
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 will appoint
jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank
within 30 Business Days and close the Specially Dedicated Bank Account, provided that the conditions
precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated
account has been opened with a new specially dedicated account bank with the Account 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 conditions precedent set out
therein are satisfied (and in particular but without limitation that a new specially dedicated account has been
opened with a new specially dedicated account bank with the Account Bank Required Ratings).
The Compartment Account Bank
Crédit Agricole Corporate and Investment Bank
9, quai du Président Paul Doumer
92920 Paris La Défense
France
The Compartment Account Bank is Crédit Agricole Corporate and Investment Bank, a société
anonyme with a share capital of € 6,775,271,784, whose registered office is located at 9, quai du Président
Paul Doumer, 92920 Paris La Défense (France), registered with the Trade and Companies Registry of
Nanterre under number 304 187 701, licensed as a credit institution (établissement de crédit) with the status
of a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des
Etablissements 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 Management
Company has opened the Compartment Accounts under the responsibility of the Custodian, pursuant to the
provisions 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 Business
Days, 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 the
Management Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but without limitation
that a new compartment account bank with the Account Bank Required Ratings has been appointed).
The Compartment Cash Manager
Banque PSA Finance
75, Avenue de la Grande Armée
75016 Paris
France
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 as
a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions
45
and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel).
By derogation to the provisions of the General Regulations, the Compartment Cash Manager is
appointed by the Management Company to manage the amounts standing from time to time to the credit of
the Compartment Accounts and the allocation of such amounts in accordance with the provisions of the
Compartment Cash Management Agreement and the conditions set out in this Offering Memorandum (see
Section “COMPARTMENT CASH AND INVESTMENT RULES”).
Pursuant to the Compartment Cash Management Agreement, either the Management Company or
the Compartment Cash Manager (on giving 30-days prior written notice to the Management Company and
the Custodian) may terminate the Compartment Cash Management Agreement, provided that the conditions
precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash
manager has been appointed).
The Paying Agent
CACEIS Corporate Trust
1-3, place Valhubert
75013 Paris
France
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), registered
with the Trade and Companies Registry of Paris under number 439 430 976, licensed as an investment
services provider (prestataire de services d’investissement) with the status of an investment firm (entreprise
d’investissement) by the French Credit Institutions and Investment Companies Committee (Comité des
Etablissements 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 the
payment, on the Payment Dates, of the amount of principal and interest due to the Class A Noteholders
pursuant 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 the
Paying Agent and appoint a new paying agent; and
(b)
the Paying Agent may resign on giving 30-days prior written notice to the Management Company
and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but without limitation
that a new paying agent has been appointed).
The Interest Rate Swap Counterparties
BNP Paribas S.A.
16 boulevard des Italiens
75009 Paris
France
Société Générale
29, boulevard Haussmann
75008 Paris
France
The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and the
Management Company have entered into the Interest Rate Swap Agreements. The terms and conditions of
the Interest Rate Swap Agreements are described in Section “CREDIT STRUCTURE - Description of the
Interest Rate Swap Agreements”.
46
The Junior Swap Provider
Banque PSA Finance
75, avenue de la Grande Armée
75116 Paris
France
The Junior Swap Provider is the credit institution with whom the Custodian and the Management
Company have entered into the Junior Swap Agreement. The terms and conditions of the Junior Swap
Agreement are summarised in Section “CREDIT STRUCTURE - Description of the Junior Swap Agreement”.
The Joint Lead Managers and Joint Bookrunners
BNP Paribas, London branch
10 Harewood Avenue
London NW1 6AA
United Kingdom
Société Générale
29, boulevard Haussmann
75008 Paris
France
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 Class
A 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 Class
A Notes Underwriting and Subscription Agreement.
The Statutory Auditor
Deloitte & Associés
185, avenue Charles de Gaulle
92200 Neuilly-sur-Seine
France
In accordance with article L. 214-49-9 of the Monetary and Financial Code and following approval by
the Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed by the board of
directors, the manager or the executive board of the Management Company. It will inform the Autorité des
Marchés Financiers and the Management Company of any irregularities and errors that it discovers in the
course of its duties. It will verify the semi-annual and annual information given to the Noteholders and the
Residual Unitholders by the Management Company.
47
The Rating Agencies
Fitch Ratings Ltd
30 North Colonnade
London E14 5GN
United Kingdom
Moody’s France S.A.S.
92-96 bis, boulevard Haussmann
75008 Paris
France
The Rating Agencies are authorised to evaluate the units (parts) and/or debt instruments (titres de
créances) issued by French securitisation mutual funds (fonds communs de titrisation), the receivables that
they propose to acquire and the contracts which constitute forward financial instruments that they intend to
enter 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 in
Appendix V and the preliminary rating document relating to the Class A Notes prepared by Moody’s is
attached in Appendix VI.
The Legal Advisers
Freshfields Bruckhaus Deringer LLP
2, rue Paul Cézanne
75008 Paris
France
48
RISK FACTORS - SPECIAL CONSIDERATIONS
The following is a summary of certain aspects of the offering of the Class A Notes and the related
transactions which prospective investors should consider (together with all of the information detailed in this
Offering 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 A
Notes issued by a French "fonds commun de titrisation à compartiments" and the extent of their exposure to
risk, that they have sufficient knowledge, experience and access to professional advisers in order to make
their own legal, tax, accounting, prudential, regulatory and financial evaluation of the merits and risks of
investing in such Class A Notes and that they consider the suitability of such Class A Notes as an investment
in 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, but
the inability of the FCT to pay interest, principal or other amounts on or in connection with the Class A Notes
may occur for other reasons and the following statements regarding the risk of investing in or holding the
Class 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 financial
resources of the Compartment for the payment of principal and interest amounts due in respect of the Class
A Notes. The Class A Notes represent an obligation of the Compartment solely. Pursuant to the
Compartment Regulations, the right of recourse of the relevant Noteholders with respect to their right to
receive payment of principal and interest together with any arrears is limited to the Assets Allocated to the
Compartment in proportion to their respective investment in the Class A Notes which they hold, and is
subject to the applicable Priorities of Payments.
Historical and Other Information
The historical information and the other information set out in Sections “UNDERWRITING AND
MANAGEMENT PROCEDURES”, “HISTORICAL PERFORMANCE DATA” and “STATISTICAL
INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES” represent the historical experience
and present procedures of the Seller. None of the Management Company, the Custodian, the Compartment
Account 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 Swap
Counterparties nor the Junior Swap Provider has undertaken or will undertake any investigation, review or
searches to verify the historical information. In addition, the future performance of the Purchased
Receivables 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 Purchased
Receivables and its effect, in particular, on the rate of amortisation of the Purchased Receivables and the
acquisition by the FCT of Additional Receivables to be allocated to the Compartment. Consequently, any
deterioration in the economic conditions of France, in which many Debtors are located, could have an
adverse effect on the ability of the Debtors to repay the Purchased Receivables and could trigger losses in
respect 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. Any
deterioration in the economic condition of the areas in which the Debtors are located, or any deterioration in
49
the economic conditions of other areas, may have an adverse effect on the ability of the Debtors to make
payments under the Auto Loan Contracts, which could in turn increase the risk of losses on the Auto Loan
Contracts. A concentration of Debtors in such areas may therefore result in a greater risk that the
Noteholders will ultimately not receive the full principal amount of the Class A Notes and interest thereon as
a result of such uncovered losses incurred in respect of the Auto Loan Contracts than if such concentration
had 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 are
forward-looking statements. Such projections, forecasts and estimates are speculative in nature and it can
be expected that some or all of the assumptions underlying them may differ or may prove substantially
different from the actual realised figures. Consequently, the actual results might differ from the projections
and such differences might be significant.
Reliance on Servicing Procedures
The Servicer will carry out the administration and enforcement of the Receivables. Accordingly, the
Noteholders are relying on the business judgement and practices of the Servicer when enforcing claims
against the Debtors.
The Servicer may sub-contract to third parties certain of its tasks and obligations under, the Master
Servicing Agreement, which may give rise to additional risks (although the Servicer shall remain liable for its
obligations 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 Purchased
Receivables, the Noteholders may receive by way of principal repayment an amount less than the face value
of their Notes and the FCT may be unable to pay, in whole or in part, interest due on the Notes. The FCT
may 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 sums
payable under the Purchased Receivables.
The ability of a Debtor to make timely payment of amounts due under any Purchased Receivable will
mainly depend on its assets and its liabilities as well as its ability to generate sufficient income to make the
required 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 in
governmental regulations or fiscal policy).
As a matter of illustration, a loss arises in respect of a given Receivable if the relevant Debtor does
not make the payments scheduled under the corresponding Auto Loan Contract.
Credit enhancement mechanisms have been provided for as set out in Section “CREDIT
STRUCTURE – Credit Enhancement”. However, there is no guarantee that such credit enhancement
mechanisms will be sufficient and that the Noteholders will ultimately and timely receive the full principal
amount and interest amount of the Notes and interest thereon if uncovered losses are incurred in respect of
the Receivables.
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Defences
The assignment of the Purchased Receivables will only be disclosed to the Debtors upon the
occurrence of certain events set out in the Master Purchase Agreement and the Master Servicing Agreement
and in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until the
Debtors have been notified of the assignment of the Purchased Receivables, they may validly discharge their
payment obligations by making payments to the Seller. Each Debtor may further raise defences (which may
include, as applicable, any set-off right) against the FCT arising from such Debtor’s relationship with the
Seller to the extent that such defences are existing prior to the notification of the assignment of the relevant
Purchased Receivable or arise out of mutual claims (compensation de créances connexes) between the
Debtor 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 a
liquidity facility to certain Debtors. As a consequence, the relevant Debtors may have a claim against the
Seller 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 which
are separate from the Auto Loans Contracts entered into with each of the corresponding Debtors and which
do 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 related
Ancillary Rights) will at any time be equal to or greater than the Principal Amount Outstanding of the Class A
Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of a
Compartment Liquidation Event and a sale of the assets allocated to the Compartment by the Management
Company, the Management Company and the Custodian and any relevant parties to the Transaction
Documents will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and
expenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to the
application 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 for
the purchase of a new car. In order to limit the exposure of the Compartment (and hence the Noteholders) to
the greater credit risk associated with Auto Loan Contracts in relation to Used Cars, the Master Purchase
Agreement provides that, as a condition precedent to the acquisition of any Additional Receivables by the
FCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of the
Receivables allocated to the Compartment that are financing the purchase of a Used Car (taking into
account 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) an
amortising loan (a loan amortising on the basis of fixed monthly Instalments of equal amounts throughout the
term of the Auto Loan Contract, up to and including maturity), (ii) a loan with variable instalments (prêt à
paliers) (a loan amortising on the basis of variable monthly Instalments (with potentially different associated
fixed rates), without a substantial portion of the outstanding principal under the loan being repaid in a single
payment at maturity), or (iii) a balloon loan (a loan amortising on the basis of equal monthly Instalments, but
with a substantial portion of the outstanding principal under the loan being repaid in a single payment at
maturity) (such substantial portion of the outstanding principal being a “Balloon Receivable”). By deferring
the repayment of a substantial portion of the principal amount of an auto loan until its final maturity date, the
risk of non-payment of the final Balloon Receivable may be greater than would be the case under an
51
amortising loan or a loan with variable instalments. In order to limit the exposure of the Compartment (and
hence the Noteholders) to the greater credit risk associated with Balloon Receivables, the Master Purchase
Agreement provides that, as a condition precedent to the acquisition of any Additional Receivables by the
FCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of the Balloon
Receivables allocated to the Compartment (taking into account the Additional Receivables offered to be
purchased by the FCT on that Subsequent Purchase Date) shall not exceed the Maximum Balloon
Receivables 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 Notes
depends, to a large extent, upon the ability of the parties to the Transaction Documents to perform their
contractual obligations. In particular and without limiting the generality of the foregoing, the timely payment
of amounts due in respect of the Class A Notes depends (a) on the ability of the Servicer to service the
Purchased Receivables allocated to the Compartment and to recover any amount relating to the Purchased
Receivables, (b) on the ability of the Interest Rate Swap Counterparties to meet their payment obligations
under the Interest Rate Swap Agreements, and (c) on the creditworthiness of the Compartment Account
Bank.
Servicer Substitution Risk
If Crédipar were to cease to act as Servicer, the processing of payments in respect of the Purchased
Receivables and information relating to their collection could be delayed as a result. Such delays may have
a negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to the
provisions of article L. 214-46 of the Monetary and Financial Code, the Debtors will need to be informed of
the 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 could
be 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 basis
different to that of the Servicer.
The Noteholders have no right to give orders or direction to the Management Company in relation to
the duties and/or appointment or removal of the Servicer. Such rights are vested solely in the Management
Company.
In case where the Servicer fails to provide the Management Company with its Monthly Servicer
Report on a given Information Date and the Management Company is not in a position to make certain
calculations necessary to give the instructions required to apply the Priority of Payments applicable on the
immediately following Payment Date. In such case, the relevant Payment Date will be a Reduced Payment
Date. On a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be
owed thereunder. Notwithstanding any provision to the contrary in any Transaction Document, a Reduced
Payment Date shall only occur once and the amounts standing to the credit of the General Collection
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 items otherwise due
and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance
with and subject to the then applicable Priority of Payments. In case the Servicer fails to provide the
Management Company with its Monthly Servicer Report on the Information Date immediately following a
Reduced 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, the
Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection
Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint
52
Lead Managers have made or will make any investigations or searches or verify the characteristics of any
Purchased 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 the
Seller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Such tests will
be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of its
obligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholders
and 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 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 the relevant Purchase Date will at all time remain with the
Seller only (and the Management Company, the Custodian, the Compartment Account Bank, the
Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Interest Rate
Swap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint Lead Managers shall under
no circumstance be liable therefore) and the Management Company will therefore rely only on the
representations 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 Purchase
Agreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables with the
Eligibility Criteria (if such non-conformity is not, or not capable of being, remedied). The representations and
warranties made or given by the Seller in relation to the conformity of the Receivables to the Eligibility
Criteria and this rescission and indemnification procedure is the sole remedy available to the FCT in respect
of the non-conformity of any Receivable with the Eligibility Criteria. Consequently, a risk of loss exists if such
representation 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 Seller
relating 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 the
Eligibility Criteria in a manner so substantial that the common agreement of the Seller and the FCT on the
object of the assignment can be deemed as never having occurred, that Receivable may be regarded as
never having been validly assigned by the Seller to the FCT and the FCT will only have an unsecured claim
against 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 representations
and warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the ongoing solvency of the Debtors of the Purchased Receivables.
Furthermore, the representations and warranties given or made by the Seller in relation to the
conformity of the Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert any claim
directly against the Seller, the Management Company having the exclusive competence under article L. 21449-7 of the Monetary and Financial Code to represent the Compartment, and more generally, the FCT
against 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, the
Management 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 Swap
Counterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers and the Joint
Bookrunners, the Seller, the Servicer, the Debtors, their respective affiliates and the other parties named
herein.
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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 Purchased
Receivables. The interests or obligations of the Servicer in its capacities with respect to such other
claims may, in certain aspects, conflict with the interests of the Noteholders. In this respect, it should
however be noted that:
(a)
the repayment of the General Reserve Cash Deposit, to the extent of sufficient funds on the
General Reserve Account, to Crédipar as Seller and the payment of the remaining excess
cash of the FCT after payment of all other amounts owed by the FCT, to Crédipar as
Residual Unitholder, can be considered as economic incentives for Crédipar to comply with
its 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 it
shall devote to the performance of its obligations at least the same amount of time
and attention and overall diligence that it would normally exercise for the
administration, recovery and collection of its own assets similar to the Purchased
Receivables, with the due care that would be exercised by a prudent and informed
manager and, more generally, with the standard of care that it applies for its own
business;
(ii)
in the event the Compartment and the Seller are respectively the creditors of a same
Debtor, and in the absence of any specific instructions from the Debtor in respect of
a payment made by the said Debtor to the creditors, the Servicer has undertaken to
allocate on a pro rata basis all the amounts paid by the Debtor pari passu between
the Seller and the Compartment, in accordance with the respective amounts due to
each of them; and
(iii)
in the event that Crédipar collects moneys from a Debtor at the same time (a) acting
as Servicer, in respect of one or more than one Purchased Receivable and (b) acting
as agent for a third party, in respect of other Receivables owed by that Debtor to that
third party (such as any remuneration 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), the Compartment and the Servicer
have agreed that all amounts paid by that Debtor shall be allocated pari passu
between the Seller (acting as agent of that third party) and the Compartment on a
pro 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 Master
Servicing Agreement, from the exercise of the Ancillary Rights, which will be
exclusively allocated to the Compartment.
2.
Crédipar is not prevented to transfer loan receivables arising under auto loan agreements originated
by it to other securitisation vehicles or otherwise. If any such transfers occur during the Revolving
Period of the Compartment, the overall quality of the portfolio of Receivables selected by Crédipar
for the purpose of their transfer to the FCT in relation to the Compartment could not be the same
than absent such other transfers. In this respect, it should be noted that the securitisation
transaction put in place by Crédipar in 2007 and relating to French auto loan receivables (Auto ABS
Compartiment 2007-1) is amortising.
3.
Crédipar or one of its affiliate may purchase a portion of the Notes and in this case, may exercise
voting rights in respect of the Notes held by it in a manner that may be prejudicial to other
Noteholders.
4.
Banque PSA Finance is acting in several capacities under the Transaction Documents. Even if its
rights and obligations under the Transaction Documents are not conflicting and are independent from
54
one another contractually, in performing such obligations in these different capacities under the
Transaction Documents, Banque PSA Finance may be in a situation of conflicts of interest. Banque
PSA Finance may also purchase a portion of the Class A Notes and in this case, may exercise
voting rights in respect of the Class A Notes held by it in a manner that may be prejudicial to other
Noteholders. The fact that Banque PSA Finance will subscribe the Class B Notes on the Closing
Date and will undertake not to transfer the Class B Notes may also lead Banque PSA Finance to
vote 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 capacities
under the Transaction Documents. In performing such obligations in these different capacities under
the Transaction Documents, Banque PSA Finance and Crédipar may be in a situation of conflicts of
interest 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 Swap
Counterparty 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 the
Class 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 within
its group) purchase a portion of the Class A Notes and in this case, may exercise voting rights in
respect 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 the
Class 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 and
requiring 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 Management
Company must act in the interest of all Noteholders, the agreement of the Residual Unitholders might also be
required 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 and
distribution) shall be invested by the Compartment Cash Manager in Authorised Investments.
Notwithstanding strict investment and eligibility criteria, the value of the Authorised Investments may
fluctuate depending on the financial markets and the FCT may be exposed to a credit risk in relation to the
issuers of such Authorised Investments. None of the Management Company, the Custodian, the
Compartment Cash Manager or the Compartment Account Bank guarantees the market value of the
Authorised Investments. The Management Company, the Custodian, the Compartment Cash Manager and
the Compartment Account Bank shall not be liable if the market value of any of the Authorised Investments
fluctuates and decreases.
French Rules Regarding Data
According to article L. 511-33 of the Monetary and Financial Code, a bank operating in France is
required to comply with the so-called banking secrecy rules (secret bancaire), i.e., it is required to keep
confidential all customer related facts and information which it receives in the course of its business
relationship, 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 limited
circumstances, in particular, if the customers have expressed their consent to the disclosure of the Loan
Data.
55
However, pursuant to article L. 511-33 of the Monetary and Financial Code, credit institutions are
allowed 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 the
relevant information confidential. Accordingly, the rules applicable to banking secrecy would not prevent
Crédipar to transfer to the FCT and to the Management Company of the FCT the Loan Data on the Debtors
for 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 verify
from time to time that the treatment of data effected by the Management Company under the Data Protection
Agreement complies with the provisions of law No. 78-17 of 6 January 1978 (as amended) relating to the
protection 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 Protection
Agreement.
Ability to obtain the Decryption Key
Pursuant to the Data Protection Agreement, the Seller has agreed to deliver to the Management
Company:
(a)
on the Closing Date and on each Subsequent Purchase Date during the Revolving Period, an
Encrypted Data File (consisting in an electronically readable data tape containing encrypted
information such as, inter alia, the names and addresses of the Debtors in relation to the
Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent
Purchase Date, and (ii) to all the outstanding Purchased Receivables (either Performing
Receivables, 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 an
accepted 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), the
Management Company (or any person appointed by it) will need the Decryption Key, which will not be in its
possession but under the control of BNP Paribas Securities Services, in its capacity as Data Protection
Agent (to the extent it has not been replaced). Accordingly, there cannot be any assurance, in particular, as
to:
(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 such
data in time for it to validly implement the procedure of notification of the Debtors (as the case may
be) before the corresponding Receivables become due and payable (and to give the appropriate
payment 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 the
Consumers Code. In accordance with such provisions, the Debtors are entitled, under certain circumstances
and 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 the
provisions of Title III of Book III of the Consumers Code, as amended lastly by the law no. 2010-737 of 1 July
2010 portant réforme du crédit à la consommation) the outright cancellation of their entire debts owed to
56
credit institutions. Upon the application of such measures in favour of certain Debtors, the Noteholders
would 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 in
France, failing which the lender cannot claim for the payment of interest by the debtor. Under the Master
Purchase Agreement, in order to be eligible, an Auto Loan Contract shall comply with the Eligibility Criteria
including the provisions of, inter alia, the Consumer Credit Legislation. In the event that an Auto Loan
Contract did not comply with the Contract Eligibility Criteria at the relevant Purchase Date, the Master
Purchase Agreement provides that the Management Company may decide to rescind the transfer of the
Receivables relating to such Auto Loan Contract and require the Seller to pay the Non-Conformity
Rescission 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) will
have the ability, pursuant to article L. 622-13 of the Commercial Code, to require that the Master Servicing
Agreement be continued; however, to the extent that, after the commencement of French Insolvency
Proceedings against the Seller, the Seller does not perform its obligations as Servicer under the Master
Servicing Agreement, then the Management Company will be entitled to terminate such mandate pursuant to
the provisions of the Master Servicing Agreement. In such case, the Management Company shall be entitled
to instruct the Debtor to pay any amount owed under the Receivables into any account specified by the
Management Company in the notification.
Commingling
There is a risk that Available Collections be commingled with other assets of the Servicer upon its
insolvency. This risk is addressed by the fact that the Debtors will in such case be instructed by the
Management Company (or any third party or substitute servicer) to pay any amount owed under the
Purchased 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 the
Purchased Receivables will keep on being paid by the Debtors to the Servicer. This risk is mitigated as
follows.
In accordance with articles L. 214-46 and R. 214-110 of the Monetary and Financial Code, the
Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank will enter
into the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) on or
before the Closing Date pursuant to which an account of the Servicer shall be identified in order to be
operated as the Specially Dedicated Bank Account (compte spécialement affecté). Subject to and in
accordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient and
timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all
Available Collections received in respect of the Purchased Receivables, provided that the Servicer has
undertaken vis-à-vis the FCT:
(i)
that all Instalment paid by Debtors by direct debit shall be directly credited into the Specially
Dedicated Bank Account without transiting via any other account of the Servicer provided that such
direct 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 of
its bank accounts as of the close of business, provided that such amount shall not include any
Excluded Amounts paid by the relevant Debtor, as applicable, and subject to the adjustments set out
in Section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT”.
Under the Specially Dedicated Account Bank Agreement and the Master Servicing Agreement, the
Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business
57
Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections
standing to the credit of the Specially Dedicated Bank Account.
The efficiency of the Specially Dedicated Bank Account mechanism will however be dependent upon
the fact that the Specially Dedicated Account Bank agrees to comply with its undertakings to follow solely the
instructions of the Management Company and cease to comply with the instructions of the Servicer following
receipt of a notification to that effect.
In any case, the part of the Available Collections not credited directly to the Specially Dedicated
Bank Account but transiting via other accounts of the Servicer will not be protected against the commingling
risk 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 stop
transferring any such amounts to the Specially Dedicated Bank Account.
To further mitigate the commingling risk, a Commingling Reserve has been established in order to
mitigate 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 Loan
Contract are being assigned to the FCT and accordingly the FCT will have no right whatsoever on amounts
collected in respect of any such Excluded Amount, notwithstanding the fact that any such amounts are being
credited to the Specially Dedicated Bank Account.
It is an Eligibility Criteria for the purchase of a Receivable that the payment of the Receivable is
made by the automatic debit of a bank account (or of a postal bank account) authorised by the relevant
Debtor(s) at the signature date of the Auto Loan Contract.
The Auto Loan Contracts generally provide that amounts due by the Debtor are payable by
automatic debit from the bank account of the Debtor ("prélèvement sur compte bancaire") and no other
option is expressly left to the Debtor. In this respect, it should be noted that several court decisions as well
as recommendations from the Commission des Clauses Abusives (CCA) (including recommendation no. 0301) precisely consider that, in contracts concluded between a professional and a consumer, clauses which
impose to the client a unique mean of payment (like automatic debits) are abusive since they leave no choice
to 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. The
consequence 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 could
validly pay any amount due under the Auto Loan Contract by cheque, or as the case may be, in cash, or by
any other licit mean of payment. In such case, (i) there is a risk that the amounts of Collections paid by
cheque or otherwise be commingled with other assets of the Servicer upon its insolvency (the commingling
risk is covered by the existence of the Commingling Reserve – see SECTION RISK FACTORS – SPECIAL
CONSIDERATIONS – Risk related to the French law aspects - Commingling) and (ii) the treatment of such
payments 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. of
the Monetary and Financial Code being the applicable rules of French law implementing directive
2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral
arrangements (the “Directive”).
Article L. 211-40 of the Monetary and Financial Code states that the provisions of book VI of the
Commercial Code (pertaining to insolvency proceedings as a matter of French law) shall not impede (“ne
font pas obstacle”) the application of article L. 211-38 of the Monetary and Financial Code. This provision
should 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 not
apply 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 judgement
recognising that the cessation of payments (cessation des paiements) of the insolvent company has
occurred. The hardening period commences on a date which can be set at up to eighteen (18) months prior
to the date of such judgement.
Given the provisions of the Directive it is reasonable to consider that article L. 211-40 of the
Monetary and Financial Code will exclude application of articles L. 632-1-6° of Commercial Code, which
provides for an automatic nullity of security interest granted during the hardening period to secure past
obligations of a debtor and, therefore, that the General Reserve and the Commingling Reserve would not be
void 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 not
intend to overrule article L. 632-2 of the Commercial Code, which provides for a potential nullity of acts which
are onerous (actes à titre onéreux) if the counterparty of the debtor was aware, at the time of conclusion of
such acts, that the debtor was unable to pay its debts due with its available funds (en état de cessation des
paiements). Should article L. 632-2 of the Commercial Code be deemed applicable, nullity of the General
Reserve and the Commingling Reserve could be sought, if the FCT was aware, at the time where the
General Reserve and the Commingling Reserve were constituted (or the subject of an increase), that
Crédipar 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 mandat
social on the First Purchase Date and thereafter, on each Subsequent Purchase Date and (ii) represent and
warrant on each Purchase Date that it is not it is not subject to, and is not aware of any action or demand
which may lead to the opening against it of, any proceedings set out in Book VI of the Commercial Code or
any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with
its 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 a
bankrupt debtor if the credit granted by it to such debtor entailed a damage and the security interest securing
such credit is disproportionate (disproportionné) compared to that credit. In such case, such security interest
can 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 case
may be, by:
(i)
a reserve of title clause (clause de réserve de propriété) (i) which transfers the property right in the
financed Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) to
which the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA car
dealer 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 30
September 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 (in
particular, but without limitation, against the beneficiary of a subsequent pledge over the relevant
asset, or any subsequent purchaser thereof);
59
(b)
under decree no. 53-968 dated 30 September 1953, only the seller of a car or the person financing
the 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) new
provisions governing automobile pledge (gage automobile), which do not impose any restriction as to
what types of creditors could benefit from an automobile pledge (gage automobile). These new
provisions 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 pledged
asset. One of the possible interpretation of that article could be that an automobile pledge (gage
automobile) subject to the new regime could not be validly taken over a car being the subject of a
retention of title clause, provided however that these new provisions are now in force but are subject
to completion by more detailed provisions and that it is not possible to determine yet the views that a
French court would take on this matter.
Change of Law
The structure of the securitisation transaction referred to in this Offering Memorandum is based on
French law and French tax, regulatory and administrative practices in effect as at the date of this Offering
Memorandum and with regard to the expected tax treatment of all relevant entities under such laws and
practices. No assurance can be given as to the impact of any possible change to French law (including the
implementation of the new automobile pledge (gage automobile) regime) and tax, regulatory or
administrative practices which may occur after the date of this Offering Memorandum, nor can any
assurance be given as to whether any such change could adversely affect the ability of the FCT to make
payments under the Notes.
Risks relating to the Notes
General
The purchase of the Class A Notes is only suitable for investors (i) that possess adequate
knowledge and experience in structured finance investments and have the necessary background and
resources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of loss
of their investment (up to a total loss of the investment) without having to prematurely liquidate the
investment; and (iii) that are able to assess the tax aspects and implications of such investment
independently.
Furthermore, each potential investor should base its investment decision on its own and independent
investigation and on the advice of its professional advisors (with whom the investor may deem it necessary
to consult), be able to assess if an investment in the Class A Notes (i) is in compliance with its financial
requirements, its targets and situation (or if it is acquiring the Class A Notes in a fiduciary capacity, those of
the beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions on
investments (regardless of whether it acquires the Class A Notes for itself or as a trustee); and (iii) is an
appropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks of
such investment.
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, the Interest Rate Swap Counterparties, the Junior
Swap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party has or
assumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A Notes by a
prospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which
it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory
policy 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 issue
of the Class B Notes and the constitution of the General Reserve provide only limited protection to the
holders of the Class A Notes. Likewise, the General Reserve offers only limited protection to the holders of
the Class B Notes. Although the credit enhancement is intended to reduce the effect of delinquent payments
or losses on the Receivables, the amount of such credit enhancement is limited and, upon its reduction, the
holders of the Class B Notes and, thereafter, the holders of Class A Notes, may suffer from losses with the
result that the Class A Noteholders or the Class B Noteholders may not receive all amounts of interest and
principal due to them. A Noteholder may suffer from late payments or losses. As a consequence, the credit
enhancement mechanisms might not be sufficient in the event of late payments or losses attributable to the
Purchased 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 of
principal in respect of the Class B Notes are subordinated to payments of principal in respect of the Class A
Notes. In addition, payments of interest in respect of the Class B Notes are subordinated to payments of
interest 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 to
the 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 protect
the FCT, to the extent of the amount standing to the credit thereof, against the commingling risk only (see
Section “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 such
cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities
is provided, the Management Company will be required to open a custody account in which such securities
provided 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 transfer
of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap Counterparty in
accordance with the terms of the Interest Rate Swap Agreements, unless upon termination of an Interest
Rate Swap Agreement, an amount is owed by the relevant Interest Rate Swap 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 the applicable Priority of Payments and/or (ii) be used outside
the application of any Priority of Payments to pay an upfront amount (soulte) to a new interest rate swap
counterparty for such entity to enter into a new interest rate swap agreement with the FCT and/or (iii) if not
used pursuant to any of the foregoing, be retransferred to the relevant Interest Rate Swap Counterparty
outside 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 fixed
rates 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
61
Swap Agreements, each such Interest Rate Swap Agreement to be entered into between the FCT and an
Interest Rate Swap Counterparty.
The FCT will use payments made by the Interest Rate Swap Counterparties to assist it in making
interest payments on the Class A Notes on each Payment Date. The floating rate payments the FCT
receives under the Interest Rate Swap Agreements are calculated with respect to the Swap Notional Amount
which is equal (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 Balance of the Performing
Receivables on the Determination Date immediately preceding the Payment Date on or immediately
preceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on the
Payment Date on or immediately preceding such day, as calculated by the Management Company. During
periods in which floating rate payments payable by the Interest Rate Swap Counterparties under the Interest
Rate Swap Agreements are greater than the fixed rate payments payable by the FCT under the Interest Rate
Swap Agreements, the FCT will be more dependent on receiving net payments from the Interest Rate Swap
Counterparties in order to make interest payments on the Notes. If in such a period any Interest Rate Swap
Counterparty fails to pay any amounts when due under the relevant Interest Rate Swap Agreement, the
Available Distribution Amount may be insufficient to make the required payments on the Notes and the
holders of Notes may experience delays and/or reductions in the interest and principal payments on the
Class A Notes.
During periods in which floating rate payments payable by the Interest Rate Swap Counterparties
under the Interest Rate Swap Agreements are less than the fixed rate payments payable by the FCT under
such Interest Rate Swap Agreements, the FCT will be obliged under the Interest Rate Swap Agreements to
make a net payment to the relevant Interest Rate Swap Counterparty. The Interest Rate Swap
Counterparty's claims for payment (including certain termination payments required to be made by the FCT
upon a termination of the relevant Interest Rate Swap Agreement) under the relevant Interest Rate Swap
Agreement will rank higher in priority than all payments on the Class A Notes. If a net payment under an
Interest 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 Rate
Swap Counterparty and, in turn, interest and principal payments to the holders of Class A Notes, so that the
Class A Noteholders may experience delays and/or reductions in the interest and principal payments on the
Class A Notes.
Each Interest Rate Swap Counterparty may terminate the Interest Rate Swap Agreement to which it
is a party upon the occurrence of an Event of Default or a Change in Circumstances (as such terms are
defined in the relevant Interest Rate Swap Agreement) including without limitation a failure by the FCT to
make any payment or delivery pursuant to the relevant Interest Rate Swap Agreement which failure has not
been remedied within three (3) Business Days. Each Interest Rate Swap Counterparty may also terminate
the Interest Rate Swap Agreement if among other things, (i) any provision of the Transaction Documents
affecting the amount, timing or priority of payments is amended without the written consent of the Interest
Rate Swap Counterparty, or (ii) any provision of the Transaction Documents is amended without the consent
of the Interest Rate Swap Counterparty only to the extent where such amendment would have a material
adverse effect on the relevant Interest Rate Swap Counterparty or (iii) the declaration or the occurrence of
the liquidation or dissolution of the Compartment.
The FCT may terminate an Interest Rate Swap Agreement if, among other things, (i) the Interest
Rate Swap Counterparty becomes insolvent, (ii) the Interest Rate Swap Counterpart fails to make any
payment or delivery pursuant to such Interest Rate Swap Agreement when due and such failure is not
remedied within two (2) Business Days, or if (iii) performance of such Interest Rate Swap Agreement
becomes illegal. See Section "CREDIT STRUCTURE - Interest Rate Swap Agreement - Termination and
early termination".
The FCT is exposed to the risk that any Interest Rate Swap Counterparty may become insolvent. In
the event that an Interest Rate Swap Counterparty suffers a rating downgrade, the FCT may terminate the
related Interest Rate Swap Agreement if the Interest Rate Swap Counterparty fails, within a set period of
time, to take certain actions intended to mitigate the effects of such downgrade. Such actions may include
the Interest Rate Swap Counterparty collateralising its obligations under the Interest Rate Swap Agreement,
62
transferring its obligations to a replacement interest rate swap provider having the Swap Counterparty
Required Ratings or procuring that an entity with the Swap Counterparty Required Ratings becomes a coobligor with or guarantor of the Interest Rate Swap Counterparty. However in the event the Interest Rate
Swap Counterparty is downgraded there can be no assurance that a co-obligor, guarantor or replacement
Interest Rate Swap Counterparty will be found or that the amount of collateral provided will be sufficient to
meet the Interest Rate Swap Counterparty's obligations. See Section "CREDIT STRUCTURE - Interest Rate
Swap Agreements - Ratings downgrade of Interest Rate Swap Counterparty".
In the event that any Interest Rate Swap Agreement is terminated by either party, then, depending
as applicable, either on the replacement value or on the total losses and costs incurred in connection with
the termination of the swap (including but not limited to loss of bargain, cost of funding and losses and costs
incurred as a result of termination, liquidating, obtaining or re-establishing any hedge or related trading
position), a termination payment may be due to the FCT or to the Interest Rate Swap Counterparty. Any
such termination payment could be substantial.
In the event that an Interest Rate Swap Agreement is terminated by either party or an Interest Rate
Swap Counterparty becomes insolvent, the FCT may not be able to enter into a replacement interest rate
swap agreement with a replacement interest rate swap provider immediately or at a later date. If a
replacement interest rate swap provider cannot be contracted, the amount available to pay principal of and
interest on the Class A Notes will be reduced if the floating rate applicable to the Class A Notes exceeds the
fixed rate the FCT would have been required to pay the relevant Interest Rate Swap Counterparty under the
terminated Interest Rate Swap Agreement. In these circumstances, the Available Distribution Amount may
be insufficient to make the required payments on the Class A Notes and the holders of Class A Notes may
experience 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 termination
payment may be payable either to the FCT by the Interest Rate Swap counterparty or vice versa. If such
termination payment is payable by the FCT and it cannot be funded directly by any premium or upfront
payment 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 could
have 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, transfer
its obligations under the Interest Rate Swap Agreement to which it is a party to a third party having, or, if
applicable, 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 or
slower repayments or greater losses on the Notes
During the Revolving Period, Available Collections that would, absent such a Revolving Period, have
been used to repay the Principal Amount Outstanding of the Notes will be used to purchase further
Receivables 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 rescission
procedure and indemnification procedure, combined with a substitution, as provided for in the Master
Purchase Agreement 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 will change
over time and, although the Seller will represent and warrant that any Receivables transferred to the FCT
comply with the Eligibility Criteria and it is a condition precedent to each purchase of Additional Receivables
that the Global Portfolio Limits remain complied with further to such purchase, the actual characteristics of
the Purchased Receivables pool may (i) change after the Closing Date and (ii) upon the start of the
Amortisation Period or Accelerated Amortisation Period (if applicable) or upon a Compartment Liquidation
Event, be substantially different from the actual characteristics of the portfolio of Purchased Receivables as
of the Closing Date. These differences could result in faster or slower repayments or greater losses on the
63
Notes than what would have been the case based on the portfolio of Purchased Receivables as of the
Closing 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 for
several 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 the
purpose of transferring new Receivables to the FCT or that all or part of such new loans will meet the
Eligibility Criteria. Consequently, the Revolving Period might end prior to its scheduled end date as set out in
this 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 certain
assumptions regarding the payment of the Receivables, the characteristics of the Additional Receivables
purchased during the Revolving Period and the hypothetical rates of CPR and delinquency of the
Receivables, which may materially differ from what will be actually observed. The prepayment of the
Receivables is influenced by a variety of economic and social factors such as market interest rates, the
economic situation of the Debtors and the general economic situation, for which reason it cannot be
predicted.
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, the
aggregate of the outstanding balances (capital restant dû) of the undue (non échues) Performing
Receivables held by the Compartment falls below 10 per cent. of the maximum aggregate outstanding
balances (capital restant dû) of the undue (non échues) Performing Receivables recorded since the Closing
Date) may each influence the average lives and the respective yields to maturity of the Class A Notes (see
Section “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 Management
Company would be entitled or obliged to liquidate the Compartment. These circumstances may occur prior
to 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 or
greater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interest
thereon.
Moreover, in the event of the occurrence of an Compartment Liquidation Event and a sale of the
assets of the Compartment by the Management Company (see "LIQUIDATION OF THE COMPARTMENT,
CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, the
Custodian, any relevant parties to the Transaction Documents and the Interest Rate Swap Counterparties
will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other
amounts owing to such parties prior to any distributions due to the holders of the Notes (including the Class
A 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 not
bear interest. A Notes Interest Shortfall may occur on a Payment Date when, inter alia, the Available
Distribution Amount, as applied in accordance with and subject to the relevant Priority of Payments, is not
sufficient 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 in
faster 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 the
Notes remain outstanding or will provide Noteholders with sufficient liquidity. The absence or insufficiency of
liquidity 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 of
interest. Consequently, any sale of Class A Notes by Noteholders in any secondary market which may
develop 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 limit
their 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 the
structural, tax and legal aspects associated with the Class A Notes and the underlying portfolio of Purchased
Receivables, as well as other relevant features of the structure, including, inter alia, the credit quality of the
Interest Rate Swap Counterparties, the Compartment Account Bank, the Paying Agent, the Seller, the
Specially Dedicated Account Bank and the Servicer. Each Rating Agency's rating reflects only the view of
that Rating Agency.
The rating of the Class A Notes by the Rating Agencies addresses the timely payment of interest
and the ultimate payment of principal on such Class A Notes.
The rating of all Rating Agencies takes into consideration the characteristics of the portfolio of
Purchased Receivables and the current structural, legal, tax and FCT-related aspects associated with the
Notes. The ratings do not address the possibility that the Class A Noteholders might suffer a lower than
expected 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 A
Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the value
of the Class A Notes.
There is no assurance that the ratings will continue for any period of time or that they will not be
lowered, reviewed, suspended or withdrawn by the Rating Agencies. Future events, including events
affecting the Purchased Receivables, the Interest Rate Swap Counterparties, the Compartment Account
Bank, the Paying Agent, the Seller and the Servicer could have an adverse effect on the rating of the Class A
Notes.
If the ratings initially assigned to the Class A Notes by the Rating Agencies are subsequently
withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit
enhancement to the Class A Notes.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time by the rating organisation. The ratings assigned to the Class A Notes (if
any) 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 if
the recipient, a Noteholder or an ABCP conduit financing directly or indirectly the subscription or purchase of
Notes, 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 or
requirement (whether or not having the force of law) of any central bank or any governmental or other
regulatory 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 rectificative
pour 2009) # 2009-1674 dated 30 December 2009 (the “Law”), payments of interest and other income made
by the FCT with respect to the Notes will not be subject to the withholding tax set out under article 125 A III
of 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-Cooperative
State”). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax will
be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable
provisions 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 the
FCT can prove that the principal purpose and effect of a particular issue of Notes was not that 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 tax authorities dated 22 February 2010, an
issue of Notes will benefit from the Exception without the FCT having to provide any proof of the purpose and
effects 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 and
Financial 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 the registration or submission
of 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 system
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 services provider or a similar
foreign entity, and (c) such market operator, investment services provider or 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 securities clearing
and delivery and payments systems operator within the meaning of Article L.561-2 of the Monetary
and Financial Code, or of one or more similar foreign depositaries or operators provided 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 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 the
Class A Notes will be made free from any withholding or deduction for or on account of any tax imposed in
France 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, neither
the FCT nor the Paying Agent (in respect of the Class A Notes only) nor any other party to the Transaction
Documents will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amounts
the 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 State
details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual
66
resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead
required (unless during that period they elect otherwise) to operate a withholding system in relation to such
payments (the ending of such transitional period being dependent upon the conclusion of certain other
agreements 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 collected
through a Member State which has opted for a withholding system and an amount of, or in respect of, tax
were to be withheld from that payment, neither the FCT nor any Paying Agent nor any other person would be
obliged to pay additional amounts with respect to any Class A Note as a result of the imposition of such
withholding tax. The FCT will ensure that it maintains a Paying Agent in a Member State that will not be
obliged to withhold or deduct tax pursuant to the Savings Directive.
Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in
respect 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 and
stability of the international banking system as a result of the higher capital ratios that it required. The
Committee published the text of the new capital accord under the title: "Basel II; International Convergence
on Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June 2004. In
November 2005, the Committee issued an updated version of the Framework. On 4 July 2006, the
Committee issued a comprehensive version of the Framework. This Framework places enhanced emphasis
on market discipline, internal procedures and governance and sensitivity to risk and serves as a basis for
national and supra-national rule-making and approval processes for banking organisations. The Framework
was put into effect for credit institutions in Europe via the recasting of a number of prior directives. This
consolidating directive is referred to as the EU Capital Requirements Directive ("CRD"). Member States
were 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 operational
risk are required to be implemented from January 2008. The Framework, as implemented, will affect risk
weighting of the Notes for investors. Consequently, Noteholders should consult their own advisers as to the
consequences to and effect on them of the application of the Framework as implemented by their own
regulator, to their holding of any Notes. The FCT is not responsible for informing Noteholders of the effects
of the changes to risk-weighting which will result for investors from the adoption by their own regulator of the
Framework.
The Basel Committee announced in April 2008 that it would take steps to strengthen certain aspects of the
Framework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel II
market risk framework and Proposed enhancements to the Basel II framework in January 2009. The
European Commission also published in April 2008 a consultation paper on certain changes proposed to the
CRD and it has also sought technical advice on its proposed changes from the Committee of European
Banking 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 December
2008. 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. The
European Parliament has agreed to the amendments (including the 5% "skin in the game" retention
requirement) to the CRD on 6 May 2009 and the Council and the European Parliament adopted a directive
2009/111/EC on 16 September 2009 (“CRD 2”).
In particular, in Europe, investors should be aware of article 122a of the CRD (”Article 122a”), as
implemented in France by the order (arrêté) of 25 August 2010 modifying several regulatory provisions
relating 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 investment
firms, as amended from time to time (the ”2007 Order”). The 2010 Order entered into force on 31 December
2010 and article 23 of the 2010 Order (which introduces a new article 217-1 in the 2007 Order) applies in
general to new securitisations issued on or after 1 January 2011 and, after 31 December 2014, to existing
securitisations 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 the
originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU
regulated 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. Article
122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certain
due diligence in respect of, amongst other things, its note position and the underlying exposures and that
procedures are established for such activities to be conducted on an on-going basis. Failure to comply with
one or more of the requirements set out in Article 122a will result in the imposition of a penal capital charge
on 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 respect
to their investment in the Notes. Each prospective investor is required to independently assess and
determine the sufficiency of the information described in this Prospectus for the purposes of complying with
Article 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 to
demonstrate compliance to national regulators. Investors who are uncertain as to the requirements that will
need to be complied with in order to avoid the additional regulatory charges for non compliance with Article
122a should seek guidance from their regulator. Similar requirements to those set out in Article 122a are
expected to be implemented for other EU regulated investors (such as investment firms, insurance and
reinsurance undertakings and certain hedge fund managers) in the future.
Article 122a of the Capital Requirements Directive and any other changes to the regulation or regulatory
treatment of the Notes for some or all investors may negatively impact the regulatory position of individual
investors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondary
market.
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 Euroclear
France (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 Class
A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit
operations 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 the
Class 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, the
Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor any of their
respective affiliates nor any other party gives any representation, warranty, confirmation or guarantee to any
investor in the Class A Notes that the Class A Notes will, either upon issue, or at any or all times during their
life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligible
collateral. Any potential investor in the Class A Notes should make their own conclusions and seek their own
advice 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 the
obligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, or
guaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the Compartment
68
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 Swap
Counterparties, the Junior Swap Provider or any of their respective affiliates and/or employees or agents and
none of such persons accepts any liability whatsoever in respect of any failure by the FCT to make payment
of 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 General
Meeting of the Class A Noteholders, only the Management Company may enforce the rights of the FCT
against third parties.
The Management Company is required under French law to represent the FCT and to further
represent and act in the best interests of the Noteholders and the Residual Unitholders. The Management
Company has the exclusive right to exercise contractual rights against the parties who have entered into
agreements with the FCT, including the Seller and the Servicer. The Noteholders and the Residual
Unitholders will not have the right to exercise any such rights directly.
69
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 and
interest on the Notes or the Residual Units, as applicable, will be determined in accordance with the relevant
period of the Compartment (as described below). The relevant periods are the Revolving Period, the
Amortisation Period, and, in certain circumstances, the Accelerated Amortisation Period. Following the
occurrence of an Accelerated Amortisation Event during the Revolving Period or the Amortisation Period, the
Accelerated 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 entitled
to assign new Receivables to the FCT, in accordance with the provisions of the Master Purchase Agreement
and the Compartment Regulations. The Receivables assigned to the FCT by the Seller during the Revolving
Period 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) the
Monthly Payment Date falling in November 2012, provided that no Amortisation Event or Accelerated
Amortisation 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 Noteholders
shall only be entitled to receive payments of 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 the
relevant Monthly Payment Date, the Class A Interest Amounts will be paid on a pro rata and
pari 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, such
Class A Interest Amounts will be paid to the holders of the Class A Notes, on a pro rata and
pari 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, such
Class B Interest Amounts will be paid to the holders of the Class B Notes on a pro rata and
pari passu basis,
70
and the Management Company shall calculate, if any, the Class A Notes Interest Shortfall and/or the
Class B Notes Interest Shortfall. Any Class A Notes Interest Shortfall or, as the case may be, Class
B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next
Monthly Payment Date to the extent of the Available Distribution Amount and subject to the relevant
Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B Notes
Interest Shortfall will bear interest;
(b)
the amounts of principal due to the Noteholders are credited, on each Payment Date, to the Principal
Account, to be applied in the purchase of Receivables which satisfy the Eligibility Criteria from the
Seller by the Management Company;
(c)
on any Subsequent Selection Date; the Seller shall select Additional Receivables which comply with
the Eligibility Criteria and offer, pursuant to a Purchase Offer, to the Management Company, acting
in 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, as
necessary, to pay to the Seller the aggregate of the Principal Component Purchase Price of the
Receivables to be transferred by the Seller to the FCT as of the immediately following Subsequent
Purchase Date, by debiting the Principal Account on the relevant Monthly Payment Date, provided
that 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 such
Subsequent 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 the
Compartment 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 Deposit
standing to the credit of the General Reserve Account; and
(ii)
all amounts of interest received from the investment of the Commingling Reserve standing to
the credit of the Commingling Reserve Account (if applicable);
(f)
on each Monthly Payment Date during the Revolving Period, the Management Company shall repay
to the Servicer the Commingling Reserve Decrease Amount standing to the credit of the
Commingling Reserve Account, if applicable;
(g)
on each Monthly Payment Date, the Management Company shall pay to the Seller any Monthly
Deferred Principal payable in respect of the Purchased Receivables subject to a Deferred Payment
of 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, the
Management Company shall pay to the Noteholders on a pro rata basis the Partial Early
Amortisation Amount;
(i)
on each Monthly Payment Date, the Residual Units will only receive payments of interest according
to the Interest Priority of Payments; and
(j)
upon the occurrence of an Amortisation Event or an Accelerated Amortisation Event, the Revolving
Period shall automatically terminate and the Compartment shall enter into the Amortisation Period or
the 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 the
Compartment Regulations, the FCT is entitled to purchase Receivables which comply with the Eligibility
Criteria from the Seller after the First Purchase Date for their exclusive allocation to the Compartment by the
71
Management Company. The Receivables which meet the Eligibility Criteria will be extracted, during the
Revolving Period, from the existing portfolio of the Seller as of the First Purchase Date and/or from portfolios
of eligible Receivables originated by the Seller after that First Purchase Date. Consequently, the FCT has
agreed to purchase from the Seller Additional Receivables which must comply with the Eligibility Criteria, in
accordance with article L. 214-43 of the Monetary and Financial Code, pursuant to the terms and conditions
set out below.
In this respect, the Management Company will verify that the following conditions precedent to the
purchase 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 no
Principal Deficiency Shortfall and no Purchase Shortfall will occur on the Calculation Date
immediately 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 Selection
Date (taking into account these Additional Receivables offered to be purchased on that Subsequent
Purchase 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 the
validation of such Investor Report by the Custodian) that Banque PSA Finance holds all of the Class
B 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 the
Master Purchase Agreement;
(g)
the servicing of the Purchased Receivables has not been transferred to any other entity pursuant to
the applicable provisions of the Master Servicing Agreement;
(h)
the Servicer has duly made available to the Management Company the Monthly Servicer Report to
be produced by it, in accordance with the provisions of the Master Servicing Agreement, on the
relevant Information Date, in the case of a breach of any obligation, such breach has been remedied
within 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 Commingling
Reserve Account with such amount as may be necessary for the credit standing thereto to be at
least equal to the then applicable Commingling Reserve Required Amount) towards the FCT under
the Master Servicing Agreement, or, in the case of a breach of any such other obligation, such
breach has been remedied within five (5) Business Days following the relevant Information Date or
with respect of the obligation to credit of the Commingling Reserve (as the case may be), the
relevant Monthly Settlement Date;
(j)
the Seller has represented and warranted to the Management Company, acting in its name on behalf
of the Compartment, that each of the Receivables satisfies the Eligibility Criteria as of the relevant
Purchase Date;
(k)
no material adverse change in the business of the Seller has occurred which, in the reasonable
opinion of the Management Company, might prevent the Seller from performing its obligations under
the 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 after
the First Purchase Date for exclusive allocation by the Management Company to the Compartment
72
will not lead, in the reasonable opinion of the Management Company, to the placement on “negative
outlook” or as the case may be on “rating watch negative” or “review for possible downgrade”, or the
downgrading 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 any
Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the
General Collection 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 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 Purchase
Dates, 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 Management
Company shall notify the Seller of the Available Purchase Amount;
2.
On the Subsequent Selection Date, the Seller shall send to the Management Company, a Purchase
Offer, including Receivables randomly selected on such Subsequent Selection Date within the
receivables which comply with the Eligibility Criteria;
3.
In connection with the Purchase Offer, the Seller will make representations and warranties in favour
of the Management Company with respect to the compliance of the corresponding Receivables with
the Eligibility Criteria. Subject to correction of any material error, the Purchase Offer will constitute
an irrevocable binding offer made by the Seller, with respect to the sale and transfer of the relevant
Receivables 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 in
the said Purchase Offer, that the Receivables which are offered for purchase on the relevant
Purchase Date comply with the applicable Eligibility Criteria, provided that the responsibility for the
non-compliance of the Additional Receivables transferred by the Seller to the FCT with the Eligibility
Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the
Management Company shall under no circumstance be liable therefore);
5.
On receipt of the Transfer Document by the Management Company, which Transfer Document has
to be delivered by the Seller on the relevant Subsequent Purchase Date, the Management Company
shall verify whether the conditions precedent to the purchase of Receivables on a Subsequent
Purchase Date are fulfilled and shall indicate its reasonable intention or reasonable refusal to
purchase some of all of the Additional Receivables stated in the Transfer Document, and, if
applicable, accept the Purchase Offer by signing the Transfer Document at the latest on the relevant
Subsequent Purchase Date. The Management Company will provide the Seller with a certified copy
of 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 instruct
as necessary the Custodian and the Compartment Account Bank for the Principal Component
Purchase Price to be debited from the Principal Account on the Monthly Payment Date and the
Interest Component Purchase Price to be debited from the Interest Account on the second Payment
Date falling after such Subsequent Purchase Date in accordance with the applicable Priority of
Payments.
Suspension of Purchases of Additional Receivables
The purchase of Additional Receivables will be suspended on any Subsequent Purchase Date to the
extent that none of the receivables originated by the Seller satisfies, temporarily or partially, the Eligibility
Criteria applicable to the Additional Receivables or to the extent that the conditions precedent to purchase
are 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 on
Subsequent Purchase Dates for the purchase of Receivables, save to the extent that an Amortisation Event
or a Partial Early Amortisation Event occurs.
Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event
having occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective Outstanding
Balance of the Performing Receivables, as calculated on the Determination Date immediately preceding
each such Purchase Dates (including the aggregate of the Effective Outstanding Balance of Receivables
which are being 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 Initial Principal Amount of the Class A Notes and the
Initial Principal Amount of the Class B Notes, then, on the immediately following Monthly Payment Date, the
Class A Notes and the Class B Notes will be subject 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 an
exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and
Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation
of the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount Outstanding of the
Class A Notes and of the Class B Notes.
For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal
Amount of the Class A Notes and of the Initial Principal Amount of the Class B Notes shall continue to be
used 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 Event
having occurred, the Amortisation Period will be the period beginning on the Monthly Payment Date falling in
December 2012 (included) and ending on the earlier of the date when the Principal Amount Outstanding of
the Notes of all classes are equal to zero and the Final Legal Maturity Date. The Management Company
shall declare the beginning of the Amortisation Period earlier if any of the following Amortisation Events has
occurred.
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 the
Commercial 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 VI
of the Commercial Code, or (ii) has its credit institution license withdrawn; or (iii) is subject to
injunctions 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 Account
with such amount as may be necessary for the credit standing thereto to be at least equal to the then
applicable 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 Swap
Counterparty Required Ratings and such Interest Rate Swap Counterparty is not replaced or
guaranteed by a third party with the Swap Counterparty Required Ratings or fails to provide collateral
in 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 defaulting
party or the sole affected party, including where Banque PSA Finance (i) becomes insolvent, is
subject to one of the proceedings set out in Book VI of the Commercial Code, or (ii) has its credit
institution license withdrawn; or (iii) is subject to injunctions made by the Autorité de Contrôle
Prudentiel 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 from
the Seller;
(b)
on each Monthly Payment Date, subject to the applicable Priority of Payments, the Noteholders shall
receive Class A Interest Amounts and Class B Interest Amounts, respectively as calculated by the
Management 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 such
Monthly Payment Date, the Class A Interest Amounts will be paid on a pro rata and pari
passu 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, such
Class A Interest Amounts will be paid to the Class A Noteholders, on a pro rata and pari
passu 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, such
Class B Interest Amounts will be paid to the Class B Noteholders on a pro rata and pari
passu basis,
and the Management Company will calculate, if any, the Class A Notes Interest Shortfall and/or the
Class B Notes Interest Shortfall. The Class A Notes Interest Shortfall and/or, as the case may be, the
Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the
next Monthly Payment Date to the extent of the Available Distribution Amount and subject to the
applicable Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor the
Class B Notes Interest Shortfall bear interest;
(c)
on each Monthly Payment Date occurring during the Amortisation Period, according to the Principal
Priority of Payments, the Noteholders will receive payment of the Class A Principal Payments and
the Class B Principal Payments, respectively, provided that the Class A Principal Payments will be
paid 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 THE
NOTES”);
(d)
on each Monthly Payment Date, the Management Company will instruct the Compartment Account
Bank, 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 of
the General Reserve Account; and
(ii)
all amounts of interest received from the investment of the Commingling Reserve standing to
the credit of the Commingling Reserve Account (if applicable);
(e)
on each Monthly Payment Date during the Amortisation Period, the Management Company shall
repay to the Servicer the Commingling Reserve Decrease Amount standing to the credit of the
Commingling Reserve Account, if applicable;
(f)
on each Monthly Payment Date, the Management Company shall repay to the Seller any amount by
which the General Reserve Cash Deposit exceeds the then applicable General Reserve Required
Amount in accordance with the Interest Priority of Payments;
(g)
on each Monthly Payment Date, the Management Company shall pay to the Seller any Monthly
Deferred Principal payable in respect of the relevant Purchased Receivables subject to a Deferred
Payment 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 in
accordance with the Interest Priority of Payments, except on the Compartment Liquidation Date, on
which 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 any
Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the
General Collection 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 be made under the Principal Priority of Payments.
Accelerated Amortisation Period
General
Subject to no Compartment Liquidation Event having occurred, the Accelerated Amortisation Period
is the period beginning on the first Payment Date falling on or after the date on which an Accelerated
Amortisation 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 relevant
Monthly Payment Date or if (ii) the Principal Deficiency Amount is higher than 50% of the Principal Amount
Outstanding of the Class B Notes, then an Accelerated Amortisation Event shall be deemed to have
occurred or if (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Report on
the 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 case
may be, the Amortisation Period, will automatically terminate and the Accelerated Amortisation Period will
commence. During the Accelerated Amortisation Period, the Compartment will operate as follows:
(a)
following the occurrence of an Accelerated Amortisation Event during the Revolving Period, the
Management 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 will
receive, according to the Accelerated Priority of Payments, payments of Class A Interest Amounts, of
the Principal Amount Outstanding of the Class A Notes, of the Class B Interest Amounts and of the
Principal 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 the
redemption in full of the Class A Notes;
(ii)
payments of interest in respect of the Class B Notes shall be subordinated to payments of
principal 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 rata
and 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 any
Accelerated Payment Date, any principal payable to the Class A Noteholders is
paid 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 rata
and pari passu basis; and
(D)
to pay in full the Principal Amount Outstanding of the Class B Notes at any
Accelerated Payment Date, any principal payable to the Class B Noteholders is paid
to 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 (except
payments due in respect of the Residual Units), the remaining Available Distribution Amount on such
date shall be applied to the payment in full of any Deferred Outstanding Balance remaining due in
respect of any Purchased Receivables;
(d)
after payment in full of the amount due according to the Accelerated Priority of Payments (including
such payments related to any Deferred Outstanding Balance), the remaining Available Distribution
Amount on such date shall be paid in respect of the Residual Units as final payment of principal and
interest.
Release of the Commingling Reserve
Upon liquidation of the Compartment and subject to the Servicer having complied in full with its
financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to
the 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 General
Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank
Account, 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 Purchase
Date, the Management Company will calculate the Available Collections in respect of the Collection Period
immediately 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 Management
Company on the relevant Information Date.
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During the Amortisation Period, the Management Company will calculate the Available Collections in
respect of the Collection Period immediately preceding the Calculation Date, on the basis of the information
contained in the Monthly Servicer Report provided to the Management Company on the relevant Information
Date.
On each Calculation Date during the Revolving Period and the Amortisation Period and in respect of
each Collection Period, the Management Company will determine the Available Interest Amount standing to
the credit of the Interest Account and the Available Principal Amount standing to the credit of the Principal
Account.
When calculating the Available Interest Amount and Available Principal Amount, the Management
Company shall only take into account such Available Collections in relation to which it has received
confirmation from the Servicer (whether in the Monthly Servicer Reports or otherwise) as to whether they
constitute or not Available Collections. Any other sums collected in relation to which the Management
Company has not received such confirmation shall be kept to the credit of the General Collection Account on
the 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 the
Compartment Account Bank to ensure that the Principal Account is credited with the
Available Principal Collections by debiting the General Collection Account with such amount
on 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 Management
Company will give the relevant instructions to the Custodian and the Compartment Account
Bank to ensure that the remaining amount standing to the credit of the General Collection
Account (corresponding to the Available Interest Collections) is credited to the Interest
Account 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 the
manner 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 any
Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General
Collection 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 be
made under the Principal Priority of Payments.
Information
Pursuant to the terms of the Master Servicing Agreement, the Servicer has agreed to provide the
Management Company with certain information relating to (i) principal payments, interest payments and any
other payments received on the Receivables and (ii) any enforcement of the Ancillary Rights securing the
payment of such receivables (if any). In that respect, the Servicer will provide the Management Company
with the Monthly Servicer Report on each Information Date. On the basis of the information contained in the
Monthly Servicer Report, the Management Company will determine whether a Partial Early Amortisation
Event, 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 Management
Company will make such calculations as are necessary to operate the Compartment in the manner, and
prepare 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 is
in particular the responsibility of the Management Company (i) to calculate, amongst other things, on each
Interest Rate Determination Date, the relevant Rate of Interest applicable to the relevant Interest Period, the
Class A Interest Amounts and the Class B Interest Amounts due in respect of each Interest Period, (ii) to
calculate, in due course prior to each Monthly Payment Date, the Principal Deficiency Amount and any
Monthly Deferred Principal to be paid with respect to such Monthly Payment Date and, (iii) to calculate the
Principal Amounts Outstanding of each Note, and (iv) to execute the applicable transfers and allocations of
payments in respect of any Payment Date.
It is the responsibility of the Management Company to ensure that payments will be made in
accordance 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 the
Custodian. The Custodian shall validate that Investor Report at the latest on the Validation Date before the
immediately following Payment Date. After validation, the Management Company shall make available and
shall publish on its internet website, the Investor Report, on the Validation Date following such Calculation
Date.
Distributions
Prior to each Monthly Payment Date or Accelerated Payment Date, the Management Company will
make 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, the
Available Interest Amount and the Available Principal Amount together with the General Reserve will be
applied in making the payments referred to in the Interest Priority of Payments and in the Principal Priority of
Payments described below. The payments referred to in the Interest Priority of Payments will be made prior
to the payments referred to in the Principal Priority of Payments.
On each Accelerated Payment Date falling in the Accelerated Amortisation Period, all monies
standing to the credit of the General Collection Account and the General Reserve Account (together with any
residual monies standing from time to time to the credit of the Principal Account and the Interest Account) will
be applied in accordance with the Accelerated Priority of Payments.
As long as the Servicer meets its financial obligations (obligations financières) under the Master
Servicing Agreement, the Commingling Reserve shall not be included in the Available Collections of any
Collection Period and shall not be applied to cover any payments due in accordance with and subject to the
applicable 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 in
accordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as the
case may be, the Accelerated Amortisation Period, the Management Company will give the appropriate
instructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment Cash
Manager, 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 Management
Company 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 THE
COMPARTMENT 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 the
Management Company in or towards the following payments but, in each case, only to the extent that all
payments 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 calculated
by the Management Company on previous Monthly Payment 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 any Swap Termination
Amount (other than the Senior Swap Subordinated Termination Payments (if any)) due to the
Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may
be, in priority to such payment, payment on a pro rata and pari passu basis of Net Swap Amounts
Arrears and Swap Termination Amount Arrears calculated by the Management Company on
previous 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 in
respect of the Monthly Interest Period ending on such Monthly Payment Date together with the
remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari
passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the
Paying Agent, calculated by the Management Company on previous Monthly Payment Dates and
remaining 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 of
the General Reserve Account to be at least equal to the General Reserve Required Amount
applicable 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 Amount
as 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 Interest
Rate 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 Payments
Arrears (if any) calculated by the Management Company on the previous Monthly Payment Dates
and 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 Swap
Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the
case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount
Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on
the 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 in
respect of the Monthly Interest Period ending on such Monthly Payment Date and, in priority to such
payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company
on 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 Required
Amount, the Management Company shall instruct the Custodian and the Compartment Account
Bank to return to Crédipar as reimbursement of the General Reserve Cash Deposit an amount equal
to 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, plus
any Monthly Deferred Principal due and payable on preceding Monthly Payment 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 the Interest
Component Purchase Price of the Receivables purchased on the First Purchase Date and (y) in
respect of the subsequent Monthly Payment Dates, payment to the Seller of the Interest Component
Purchase Price of the Receivables purchased on the penultimate Purchase Date prior to such
Monthly Payment Date and, in priority thereto, payment to the Seller of the Interest Component
Purchase Price or portion of Interest Component Purchase Price of any Receivables purchased on
any 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 the
Residual Units.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General
Collection 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 items
otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in
accordance 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 to
the credit of the Principal Account (together with the amounts credited by debiting the Interest Account in
accordance with item (e) of the Interest Priority of Payments) will be applied on each Monthly Payment Date
by the Management Company towards the following priority of payments but only to the extent that all
payments or provisions of a higher priority due 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 not paid in full thereunder after
application of Available Interest Amount in accordance with the Interest Priority of Payments and
always 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 each
Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Monthly
Payment Date to the Seller, to the extent where that Principal Component Purchase Price has not
been 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 a
pro 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 to
the extent not paid in full thereunder after the application of the Available Interest Amount in
accordance with the Interest Priority of Payments;
(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 B Noteholders; and
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(f)
payment of the Compartment Liquidation Surplus to the holders of the Residual Units on the
Compartment Liquidation Date.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, on a Reduced Payment Date, no payment shall be made under the above Principal
Priority of Payments and items otherwise due and payable on that Payment Date shall be paid on the
immediately following Payment Date, in accordance with and subject to the then applicable Priority of
Payments.
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 will
be applied in the following priority of payments after the transfer of all amounts standing to the credit of the
General Reserve Account together with all monies standing to the credit of the Principal Account and the
Interest Account (if any) onto the General Collection Account:
(a)
payment of the Compartment Expenses and, in priority to such payment, payment of any
Compartment Expenses Arrears calculated by the Management Company on previous 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 to the Interest
Rate Swap Counterparties under the Interest Rate Swap Agreements together with the Swap
Termination Amount (if any) in respect of any terminated Interest Rate Swap Agreement (other than
the Senior Swap Subordinated Termination Payments (if any)) and, as the case may be, in priority to
such Net Swap Amounts and Swap Termination Amount, payment of any Net Swap Amount Arrears
and Swap Termination Amount Arrears calculated by the Management Company on the previous
Payment 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 the
Interest Period ending on such Payment Date together with the remuneration of the Paying Agent a
and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes
Interest Shortfall and (together with any arrears of remuneration of the Paying Agent) calculated by
the Management Company on the previous Payment Dates and remaining due on such Accelerated
Payment Date;
(d)
transfer to the credit of the General Reserve Account of such amount as is necessary for the credit of
the General Reserve Account to be at least equal to the General Reserve Required Amount
applicable 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 Interest
Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and pari passu with such
payment, payment of the Senior Swap Subordinated Termination Payments Arrears (if any)
calculated by the Management Company on the previous Payment Dates and remaining due on
such Accelerated Payment Date;
(g)
payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap
Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the
case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount
Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on
the 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 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 and arrears of the remuneration of the Paying
82
Agent calculated by the Management Company on the previous Payment Dates and remaining due
on 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 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
Required Amount, the Management Company shall instruct the Custodian and
Account Bank to return to Crédipar as reimbursement of the General Reserve
amount equal to the excess of (x) the current General Reserve over (y) the
Required Amount; and
(n)
on the Compartment Liquidation Date, payment to the holder of the Residual Units of an amount
equal to the Compartment Liquidation Surplus as final payment in principal and interest.
General Reserve
the Compartment
Cash Deposit an
General Reserve
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 on
the Receivables allocated to the Notes.
Pursuant to the Compartment Regulations, on each Calculation Date during the Revolving Period
and the Amortisation Period, the Management Company shall calculate the Principal Deficiency Amount with
respect to each Payment Date.
An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the Interest
Account to the Principal Account on each Payment Date during the Revolving Period and the Amortisation
Period in accordance with the Interest Priority of Payments.
83
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 financial
instruments (instruments financiers) within the meaning of article L. 211-1 of the Monetary and Financial
Code. The Class A Notes are bonds (obligations) within the meaning of article L. 213-5 of the Monetary and
Financial Code.
Book-Entry Securities and Registration
The Class A Notes are issued in book entry form (dématérialisées). The Class A Notes will, upon
issue, be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the
accounts of Account Holders affiliated with Euroclear France. In this paragraph, “Account Holder” shall
mean any investment services provider, including Clearstream Banking, société anonyme (“Clearstream
Banking”) 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 an
intermediary affiliated with the Clearing Systems. The transfer of the Class A Notes in registered form shall
become effective in respect of the FCT and third parties by way of transfer from the transferor’s account to
the transferee’s account following the delivery of a transfer order (ordre de mouvement) signed by the
transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless
agreed 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 which
are not held in its trading book, the weighting applicable to the Notes for the purposes of the calculation of
the capital adequacy ratio shall comply with the regulations of the Regulatory Banking and Finance
Committee (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, finance
and industry dated 20 February 2007 relating to capital requirements for credit institutions and investment
firms, as amended from time to time.
Such regulations may be modified by any statutory or regulatory amendments or any modification in
their applicability made by the relevant supervisory authorities occurring after the publication of this Offering
Memorandum. All subscribers or prospective purchasers of Class A Notes are responsible for obtaining
information on the accounting and regulatory capital consequences of such subscription or purchase, and of
the holding and the transfer of Class A Notes under French law or under any other legal framework which
may 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).
84
The subscription period for the Class A Notes commences on 4 July 2011 (inclusive) and ends on 5
July 2011 (inclusive).
The estimate of the total expenses related to admission to trading of the Class A Notes on the Paris
Stock 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 in
Section “SUBSCRIPTION AND SALE” on pages 193 et seq. of this Offering Memorandum and any other
applicable laws and regulations.
In accordance with the provisions of article L. 214-11 of the Monetary and Financial Code, the Notes
and the Residual Units issued by the FCT in relation to the Compartment may not be sold by way of
brokerage (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, on
issue, 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 this
Offering Memorandum. Documents in relation to the assessment of the Receivables and the Class A Notes
as required by article L. 214-44 of the Monetary and Financial Code issued by Fitch Ratings and Moody’s
respectively 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 other
things, 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 the
register 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 the
register held by the Custodian.
85
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 of
delinquencies and possible defaults on the Purchased Receivables, the characteristics of the Purchased
Receivables transferred on the Closing Date and of the Additional Receivables transferred during the
Revolving Period, the level of the EURIBOR Reference Rate from time to time and the Prepayments. The
same 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 Available
Distribution 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 30/360
basis) that will elapse from the date of issuance of the relevant Class A Notes to the date of repayment to the
investors of all principal amounts due in relation to such class of Class A Notes. The weighted average life
of the Notes will vary according to the rate at which principal payments are received on the Purchased
Receivables, 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 below
regarding the weighted average characteristics of the receivables and the performance thereof. The tables
assume, amongst other things, that:
(a)
the amortisation profile of the Purchased Receivables purchased by the FCT and allocated to the
Compartment by Management Company on the First Purchase Date assumes 0% CPR and 0%
default as follows:
86
Date
Closing
Aggregate Discounted
Principal Balance in %
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%
87
(b)
the Purchased Receivables have been aggregated into three theoretical sub-pools having the
following characteristics:
PERCENTAGE OF
PORTFOLIO
AGGREGATE
AGGREGATE
OUTSTANDING
BALANCE
WEIGHTED
WEIGHTED AVERAGE
AVERAGE
OUTSTANDING
REMAINING TERM TO
INTEREST RATE
BALANCE
MATURITY (IN MONTHS)
(% P.A.)
Balloon
Receivables
59,848,986
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 using
the scheduled monthly payments of the part of the portfolio corresponding to this category, without
considering 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 Additional
Receivables;
(d)
there are no delinquencies or losses on the Purchased Receivables, and scheduled principal
payments 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 the
Compartment Accounts is equal to zero;
(g)
during the Revolving Period, the Available Purchase Amount is used to purchase Additional
Receivables 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 Additional
Receivables 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 or
Compartment Liquidation Event has occurred.
The actual characteristics and performance of the Purchased Receivables will differ from the
assumptions used in constructing the tables set out below, which are provided only to illustrate how the
principal cash flows might behave under varying prepayment scenarios. In particular, it is unlikely that the
Purchased Receivables will prepay at such CPR until maturity, that the receivables will prepay at the same
constant CPR and that there will be no delinquencies or defaults on the Purchased Receivables. Any
difference between such assumptions and the actual characteristics and performance of the Purchased
Receivables, or actual prepayment or loss experience, will affect the percentage of principal amount
outstanding over time and the average lives of the Class A Notes.
88
Subject to the foregoing assumptions and reservations, the following tables indicate the weighted
average life of the Class A Notes and set out the respective percentages of the Principal Amount
Outstanding of each such class of Notes on selected Monthly Payment Dates and under the CPRs scenarios
below.
Percentage of Principal Amount Outstanding of the Class A Notes on each specified Monthly
Payment Dates and under different CPR scenarios
Payment Date
Closing
25-Sep-11
25-Oct-11
25-Nov-11
25-Dec-11
25-Jan-12
25-Feb-12
25-Mar-12
25-Apr-12
25-May-12
25-Jun-12
25-Jul-12
25-Aug-12
25-Sep-12
25-Oct-12
25-Nov-12
25-Dec-12
25-Jan-13
25-Feb-13
25-Mar-13
25-Apr-13
25-May-13
25-Jun-13
25-Jul-13
25-Aug-13
25-Sep-13
25-Oct-13
25-Nov-13
25-Dec-13
25-Jan-14
25-Feb-14
25-Mar-14
25-Apr-14
25-May-14
25-Jun-14
25-Jul-14
25-Aug-14
25-Sep-14
25-Oct-14
25-Nov-14
25-Dec-14
25-Jan-15
25-Feb-15
25-Mar-15
25-Apr-15
25-May-15
25-Jun-15
25-Jul-15
25-Aug-15
25-Sep-15
25-Oct-15
25-Nov-15
0%
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
96.35
92.69
89.06
85.46
81.86
78.30
74.78
71.29
67.85
64.46
61.13
57.86
54.63
51.46
48.37
45.32
42.31
39.33
36.46
33.65
30.90
28.20
25.55
22.94
20.39
17.92
15.57
13.32
11.17
9.13
7.18
5.32
3.59
1.97
0.45
-
Constant Prepayment Rate (CPR)
5%
10%
15%
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
95.94
95.50
95.03
91.89
91.05
90.16
87.91
86.70
85.43
83.99
82.45
80.84
80.10
78.27
76.35
76.28
74.18
72.00
72.52
70.20
67.79
68.83
66.31
63.70
65.21
62.51
59.75
61.68
58.83
55.93
58.22
55.25
52.24
54.84
51.78
48.68
51.53
48.40
45.24
48.30
45.12
41.92
45.17
41.96
38.74
42.10
38.88
35.67
39.09
35.89
32.70
36.14
32.98
29.84
33.31
30.19
27.11
30.55
27.50
24.49
27.87
24.90
21.98
25.26
22.38
19.56
22.72
19.95
17.25
20.24
17.60
15.02
17.83
15.33
12.89
15.51
13.15
10.87
13.31
11.10
8.96
11.21
9.16
7.17
9.22
7.32
5.49
7.34
5.60
3.91
5.55
3.96
2.43
3.86
2.43
1.05
2.28
1.00
0.82
-
89
20%
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
94.53
89.22
84.10
79.15
74.36
69.75
65.30
61.02
56.91
52.96
49.17
45.54
42.05
38.71
35.52
32.47
29.54
26.73
24.07
21.53
19.11
16.81
14.62
12.52
10.54
8.66
6.90
5.26
3.72
2.29
0.96
-
Weighted Average Life of the Class A Notes
Constant Prepayment Rate
0%
5%
10%
15%
20%
Weighted Average Life of First Principal Payment Date Expected Maturity of the
the Class A notes (in years)
Class A Notes
Class A Notes
2.66
2.59
2.52
2.46
2.39
25-Dec-12
25-Dec-12
25-Dec-12
25-Dec-12
25-Dec-12
90
25-Nov-15
25-Oct-15
25-Sep-15
25-Aug-15
25-Jul-15
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 the
Receivables assigned to the FCT, on each Purchase Date, by the Seller pursuant to the Master Purchase
Agreement.
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 Master
Servicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to such
failure;
(e)
any Net Swap Amounts and any other amount to be received, as the case may be, from the Interest
Rate 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 the
Junior Swap Provider in respect of the Junior Swap Agreement;
(f)
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 to remedy to such
failure;
(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 Transaction
Documents.
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 the
Management 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 from
the investment of the moneys standing to the credit of the General Reserve Account and from the investment
of the Commingling Reserve (if any) standing to the credit of the Commingling Reserve Account, which shall
be 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 allocate
partially or fully such cash flows to the payment of any amounts due in respect of any other compartments of
the FCT.
Retransfer of Receivables
Pursuant to articles L. 214-43 and L. 214-49-7 of the Monetary and Financial Code, the FCT cannot
assign the Purchased Receivables allocated exclusively to the Compartment unless the Purchased
Receivables have defaulted or except in the case of liquidation of the Compartment (see Section
91
“LIQUIDATION OF
RECEIVABLES”).
THE
COMPARTMENT,
CLEAN-UP
92
OFFER
AND
REPURCHASE
OF
THE
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 Eligibility
Criteria on the First Purchase Date. The receivables arise from motor vehicle retail instalment loan
contracts. The Initial Receivables shall be purchased by the FCT with the proceeds of the issue of the Notes
and the Residual Units.
During the Revolving Period, the Seller may transfer further Receivables which satisfy the Eligibility
Criteria to the FCT on each Subsequent Purchase Date subject to the satisfaction of the conditions
precedent contained in this Offering Memorandum (see Section “OPERATION OF THE COMPARTMENT,
REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the
Compartment - Revolving Period”). The Receivables transferred to the FCT during the Revolving Period will
include payments on the Initial Receivables that are made on or after the First Purchase Date. The
Additional Receivables will include payments that are made on or after the applicable Subsequent Purchase
Date.
Pursuant to the terms of the General Regulations and the Compartment Regulations, the
Management Company will allocate the Purchased Receivables purchased by the FCT on each Purchase
Date exclusively to the Compartment.
Eligibility Criteria
On the First Purchase Date, the Receivables transferred to the FCT shall be selected on the Initial
Selection Date by the Seller, from its pool of receivables as satisfying, on the First Purchase Date, the
Eligibility Criteria defined in this Section.
Pursuant to the provisions of the Master Purchase Agreement, the Seller has guaranteed that the
Receivables transferred to the FCT on any Subsequent Purchase Date will satisfy the Eligibility Criteria
defined 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 Auto
Loan Contract from which that Receivable arises must meet the Contracts Eligibility Criteria and (ii) the
Receivable 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 the
Seller has succeeded) with one or several individuals, to finance the acquisition of a New Car or a
Used 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 the
amount of the Car financed;
3.
where the Auto Loan Contract has been executed with several Debtors, these Debtors are jointly
liable (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 relevant
Auto Loan Contract;
5.
the Auto Loan Contract constitutes the valid, binding and enforceable contractual obligations of the
Seller and the relevant Debtor(s);
93
6.
the Auto Loan Contract does not contain legal flaws making it voidable, rescindable, or subject to
legal termination;
7.
the Auto Loan Contract was executed in connection with the execution of a sale relating to (i) a New
Car of either the Peugeot or Citroën brand or (ii) a Used Car of any brand, between a Peugeot or a
Citroën 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 the
Seller has succeeded) pursuant to its normal procedures in respect of the acceptance of and
extension 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 or
rescission procedure started by the Debtor for a delivery defect with respect to the financed Car, or
for 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 a
rescission claim on the Auto Loan Contract for a breach by the Debtor(s) of its (their) obligations
under 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 an
identical 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 Debtors
satisfying 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 Employment
Insurance Contract; and/or (ii) an assistance-insurance policy valid for the duration of the financing
granted; and/or (iii) maintenance services; and
15.
the Auto Loan Contract is subject to French Law and any related claims is subject to the exclusive
jurisdiction 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 has
expired;
4.
the Seller has full title to the Receivable and its Ancillary Rights and the Receivable and its Ancillary
Rights 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 the
assignment 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 Variable
Instalments Receivable;
7.
the Receivable is denominated and payable in Euro;
94
8.
the Receivable is neither a Defaulted Receivable, has not been accelerated and more generally is
not 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 bank
account) 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 subject
to any judicial recovery procedure;
13.
to the best of the knowledge of the Seller, no Collective Insurer has substituted for the relevant
Debtor(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 total
Prepayment 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 commission
responsible for reviewing the over-indebtedness of consumers (commission de surendettement des
particuliers), 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 a
jurisdiction pursuant to article 1244-1 of the Civil Code before a court, to any conservatory measures
or forced execution measures which the Seller or any third party may apply, as the case may be, on
the financed Car.
16.
no Debtor can bring a claim against the Seller (or any entities succeeding to the rights of Seller) for
the payment of any amounts relating to the relevant Receivable including any set-off claims between
payments in respect of the Receivable and payments in respect of the Optional Supplementary
Services.
17.
on the relevant Selection Date, the Outstanding Balance of the Receivable shall be between
EUR 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 a
initial 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 a
result, the principal amount due after the payment of that Instalment is less than the initial amount of
that Receivable;
21.
the Receivable is scheduled to give rise to the payment of at least two (2) Instalments after the
applicable Selection Date; and
22.
each Receivable is individualised and identified in the information systems of the Seller, at the latest
before the applicable Purchase Date, in such manner as to give the Management Company the
means to individualise and identify the Purchased Receivables at any time on or after the applicable
Purchase Date.
95
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 the
Management Company and the Custodian, in respect of each Receivable transferred to the FCT on any
Purchase 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 be
transferees of personal data relating to the Debtor(s) is required by the French personal data
protection law and does not intend to exclude the FCT or the Management Company from the
potential transferees of such personal data;
(d)
the Debtor has not granted any guarantee deposit to the Seller in connection with the Auto Loan
Contract,
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 are
defined as the “Global Portfolio Limits”.
Initial Receivables
Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Initial Receivables
offered 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 purchase
of a Used Car does not exceed 50% of the aggregate of the Effective Outstanding Balances of that
Initial Receivables; and
(c)
the aggregate of the Effective Outstanding Balances of Balloon Receivables does not exceed 8% of
the 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 and
allocated to the Compartment does not exceed 0.05% of the aggregate of the Effective Outstanding
Balances of those Initial Receivables.
Additional Receivables
Pursuant to the Master Purchase Agreement, the Seller has undertaken that on any Subsequent
Selection Date, the Additional Receivables offered for purchase to the FCT shall comply with the following
conditions:
(a)
the average of the Effective Interest Rates of the Receivables allocated to the Compartment, taking
into account the Additional Receivables offered to be purchased by the FCT on that Subsequent
Purchase Date, and weighted by their respective Effective Outstanding Balances as of the relevant
96
Determination Date or, as far as the Additional Receivables are concerned, by the Effective
Outstanding 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 Receivables
allocated to the Compartment that are financing the acquisition of a Used Car (taking into account
the 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 the
Compartment (taking into account the Additional Receivables to be purchased by the FCT on that
Subsequent Purchase Date) is lower than the Maximum Used Car Receivables Ratio as of that
Subsequent Purchase Date; and
(c)
the ratio between (i) the aggregate of the Effective Outstanding Balances of Balloon Receivables
allocated to the Compartment (taking into account the Additional Receivables 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 the Compartment (taking into account the Additional
Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) is lower than
the 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 the
Additional Receivables to be purchased by the FCT on that Subsequent Purchase Date) due by a
Debtor and allocated to the Compartment does not exceed 0.05% of the aggregate of the Effective
Outstanding Balances of all Receivables allocated to the Compartment (taking into account the
Additional 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 by
the relevant Debtor(s) of a prepayment indemnity, which amount is set out in the applicable provisions of the
Consumers Code and of the Auto Loan Contract, it being specified however, that (i) the total or partial
reimbursement of Receivables whose initial amount (as it exists on the execution date of the Auto Loan
Contract between the Seller and the relevant Debtor(s)) is less than € 21,500 (as established by article
D. 311-1 of the Consumers Code, or any other amount as established by any subsequent decree) will not
give rise to the payment of a prepayment indemnity and (ii) the Receivables for an initial amount (as it exists
at 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 the
certain 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 the
financed Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) to
which the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA car
dealer 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 30
September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisions of
articles 2351 to 2353 of the Civil Code governing automobile pledges (gage automobile).
97
STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES
General Financial Characteristics
The following section sets out the aggregated information relating to the portfolio of Receivables
complying with the Eligibility Criteria selected by the Seller as of close of business on 6 July 2011 (the “Initial
Selection Date”).
Information relating to the portfolio of Receivables
On the Initial Selection Date and for the purposes of this Offering Memorandum, the portfolio
comprised 234,872 auto loan contracts with an aggregate Outstanding Balance of € 1,049,999,917 as of 6
July 2011, a weighted average Interest Rate weighted by their Outstanding Balances of 8.85 per cent. per
annum. The average Outstanding Balance by auto loan contract of the portfolio was approximately € 4,471
with an average seasoning of the selected auto loan contracts (as of their date of origination) of 13.33
months 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 of
auto loan contracts selected by the Seller on the Initial Selection Date (columns of percentages may not add
up to 100% due to rounding). The receivables arising from the auto loan contracts of the portfolio complied
on 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 Purchase
Date was randomly selected on 6 July 2011 from a pool of receivables complying with the Eligibility Criteria
and selected in accordance with the same methodology as the provisional pool. The Purchased Receivables
may 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 result
of the amortisation of the Receivables, any prepayments, any losses related to the Receivables or
the 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 and
indemnification procedure, combined with a substitution, as provided for in the Master Purchase
Agreement 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 will
change over time and, although the Seller will represent and warrant that any Receivables
transferred to the FCT comply with the Eligibility Criteria and it is a condition precedent to each
purchase of Additional Receivables that the Global Portfolio Limits be complied with on the
immediately preceding Subsequent Selection Date (taking into account these Additional
Receivables).
Therefore, the actual characteristics of the Purchased Receivables pool may (i) change after the
Closing Date and (ii) upon the start of the Amortisation Period or Accelerated Amortisation Period (if
applicable), be substantially different from the actual characteristics of the portfolio of Purchased
Receivables as of the Closing Date. These differences could result in faster or slower repayments or greater
losses on the Notes than what would have been the case based on the portfolio of Purchased Receivables
as of the Closing Date.
98
Initial Outstanding Balance in EUR
Initial Outstanding Balance in EUR
[ 0.00 - 2,000.00 [
[ 2,000.00 - 4,000.00 [
[ 4,000.00 - 6,000.00 [
[ 6,000.00 - 8,000.00 [
[ 8,000.00 - 10,000.00 [
[ 10,000.00 - 12,000.00 [
[ 12,000.00 - 14,000.00 [
[ 14,000.00 - 16,000.00 [
[ 16,000.00 - 18,000.00 [
[ 18,000.00 - 20,000.00 [
[ 20,000.00 - 22,000.00 [
[ 22,000.00 - 24,000.00 [
[ 24,000.00 - 26,000.00 [
[ 26,000.00 - 28,000.00 [
[ 28,000.00 - 30,000.00 [
[ 30,000.00 - 32,000.00 [
[ 32,000.00 - 34,000.00 [
[ 34,000.00 - 36,000.00 [
[ 36,000.00 - 38,000.00 [
[ 38,000.00 - 40,000.00 [
[ 40,000.00 - 60,000.00 [
Total
Minimum Initial Outstanding Balance in
EUR (EUR)
Maximum Initial Outstanding Balance in
EUR (EUR)
Average Initial Outstanding Balance in
EUR (EUR)
Number of Contracts
23 378
96 024
37 403
19 751
16 432
16 158
9 244
6 247
3 843
2 414
1 692
974
592
298
163
95
60
42
18
15
29
234 872
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
27 565 211.62
9.95%
2.63%
227 310 960.18
40.88%
21.65%
132 845 188.10
15.92%
12.65%
101 604 332.16
8.41%
9.68%
109 862 026.58
7.00%
10.46%
130 580 394.56
6.88%
12.44%
90 996 755.99
3.94%
8.67%
71 576 351.71
2.66%
6.82%
49 659 911.44
1.64%
4.73%
35 102 829.79
1.03%
3.34%
27 260 751.98
0.72%
2.60%
17 526 664.30
0.41%
1.67%
11 409 614.94
0.25%
1.09%
6 167 959.11
0.13%
0.59%
3 670 056.90
0.07%
0.35%
2 241 329.45
0.04%
0.21%
1 559 168.58
0.03%
0.15%
1 163 530.27
0.02%
0.11%
481 913.84
0.01%
0.05%
444 072.09
0.01%
0.04%
970 893.75
0.01%
0.09%
1 049 999 917.34
100.00%
100.00%
1 400.00
59 524.50
5 851.64
Outstanding Principal Balance in EUR
Outstanding Principal Balance in EUR Number of Contracts
[ 0.00 - 2,000.00 [
60 049
[ 2,000.00 - 4,000.00 [
91 520
[ 4,000.00 - 6,000.00 [
27 990
[ 6,000.00 - 8,000.00 [
19 325
[ 8,000.00 - 10,000.00 [
14 429
[ 10,000.00 - 12,000.00 [
8 355
[ 12,000.00 - 14,000.00 [
5 467
[ 14,000.00 - 16,000.00 [
3 307
[ 16,000.00 - 18,000.00 [
1 852
[ 18,000.00 - 20,000.00 [
1 128
[ 20,000.00 - 22,000.00 [
655
[ 22,000.00 - 24,000.00 [
381
[ 24,000.00 - 26,000.00 [
195
[ 26,000.00 - 28,000.00 [
82
[ 28,000.00 - 30,000.00 [
53
[ 30,000.00 - 32,000.00 [
42
[ 32,000.00 - 34,000.00 [
16
[ 34,000.00 - 36,000.00 [
7
[ 36,000.00 - 38,000.00 [
6
[ 38,000.00 - 40,000.00 [
6
[ 40,000.00 - 60,000.00 [
7
Total
234 872
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
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
82 297 654.82
25.57%
7.84%
268 465 210.52
38.97%
25.57%
137 273 249.95
11.92%
13.07%
134 693 383.58
8.23%
12.83%
129 360 736.23
6.14%
12.32%
91 450 384.06
3.56%
8.71%
70 617 975.77
2.33%
6.73%
49 284 141.92
1.41%
4.69%
31 347 526.99
0.79%
2.99%
21 321 228.02
0.48%
2.03%
13 718 507.55
0.28%
1.31%
8 731 788.04
0.16%
0.83%
4 850 500.53
0.08%
0.46%
2 212 828.01
0.03%
0.21%
1 539 752.92
0.02%
0.15%
1 299 286.66
0.02%
0.12%
526 343.41
0.01%
0.05%
244 501.57
0.00%
0.02%
220 964.74
0.00%
0.02%
233 002.56
0.00%
0.02%
310 949.49
0.00%
0.03%
1 049 999 917.34
100.00%
100.00%
99
Original Loan to Value Ratio in %
Percentage of
Original Loan to Value Ratio in %
Aggregate Outstanding
Aggregate Outstanding
Range (%)
Number of Contracts
Principal Balance
Percentage of Contracts 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
[ 12.00 - 18.00 [
[ 18.00 - 24.00 [
[ 24.00 - 30.00 [
[ 30.00 - 36.00 [
[ 36.00 - 42.00 [
[ 42.00 - 48.00 [
[ 48.00 - 54.00 [
[ 54.00 - 60.00 [
[ 60.00 - 66.00 [
[ 66.00 - 72.00 [
[ 72.00 - 78.00 [
Total
Minimum Original Term to Maturity in
Months (Months)
Maximum Original Term to Maturity in
Months (Months)
Weighted Average Original Term to
Maturity in Months (Months)
Number of Contracts
7 022
562
7 046
465
16 593
195
25 441
291
170 531
133
6 593
234 872
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
12 759 112.05
2.99%
1.22%
1 464 995.07
0.24%
0.14%
23 175 804.03
3.00%
2.21%
1 868 338.54
0.20%
0.18%
70 230 177.34
7.06%
6.69%
915 973.94
0.08%
0.09%
121 425 230.79
10.83%
11.56%
1 499 504.15
0.12%
0.14%
764 857 014.14
72.61%
72.84%
1 215 456.22
0.06%
0.12%
50 588 311.07
2.81%
4.82%
1 049 999 917.34
100.00%
100.00%
12
74
56.16
Remaining Term to Maturity in
Months
Percentage of
Remaining Term to Maturity in
Aggregate Outstanding
Aggregate Outstanding
Months
Number of Contracts
Principal Balance
Percentage of Contracts 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
100
Seasoning in Months
Seasoning in Months
[ 0.00 - 6.00 [
[ 6.00 - 12.00 [
[ 12.00 - 18.00 [
[ 18.00 - 24.00 [
[ 24.00 - 30.00 [
[ 30.00 - 36.00 [
[ 36.00 - 42.00 [
[ 42.00 - 48.00 [
[ 48.00 - 54.00 [
[ 54.00 - 60.00 [
[ 60.00 - 66.00 [
[ 66.00 - 72.00 [
Total
Number of Contracts
43 287
59 021
53 658
30 027
11 775
23 589
10 670
652
1 887
252
49
5
234 872
Minimum Seasoning in Months (Months)
2
Maximum Seasoning in Months (Months)
Weighted Average Seasoning in Months
(Months)
70
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
233 813 807.84
18.43%
22.27%
306 576 553.28
25.13%
29.20%
238 182 895.10
22.85%
22.68%
112 367 562.31
12.78%
10.70%
47 573 765.93
5.01%
4.53%
78 626 275.15
10.04%
7.49%
26 876 965.50
4.54%
2.56%
2 575 673.21
0.28%
0.25%
2 884 872.20
0.80%
0.27%
410 613.71
0.11%
0.04%
103 910.59
0.02%
0.01%
7 022.52
0.00%
0.00%
1 049 999 917.34
100.00%
100.00%
13.33
Contractual Interest Rate in %
(Nominal)
Contractual Interest Rate in %
Number of Contracts
[ 4.00% - 5.00% [
764
[ 5.00% - 6.00% [
11 314
[ 6.00% - 7.00% [
42 442
[ 7.00% - 8.00% [
33 448
[ 8.00% - 9.00% [
50 066
[ 9.00% - 10.00% [
42 453
[ 10.00% - 11.00% [
33 654
[ 11.00% - 12.00% [
13 073
[ 12.00% - 13.00% [
7 636
[ 13.00% - 14.00% [
22
Total
234 872
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%
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
3 016 163.72
0.33%
0.29%
57 325 342.35
4.82%
5.46%
153 429 586.22
18.07%
14.61%
176 212 522.38
14.24%
16.78%
238 447 654.56
21.32%
22.71%
189 037 391.01
18.07%
18.00%
143 238 825.66
14.33%
13.64%
53 779 628.30
5.57%
5.12%
35 393 164.90
3.25%
3.37%
119 638.24
0.01%
0.01%
1 049 999 917.34
100.00%
100.00%
101
Region in of Residence
Region in of Residence
Ile de France
Provence-Alpes-Côte-d'Azur
Rhône-Alpes
Nord-Pas-de-Calais
Aquitaine
Bretagne
Languedoc-Roussillon
Midi-Pyrénées
Picardie
Lorraine
Pays de Loire
Centre
Haute Normandie
Alsace
Poitou-Charentes
Bourgogne
Basse Normandie
Franche-Comté
Champagne-Ardenne
Auvergne
Limousin
Corse
Total
Number of Contracts
25 594
20 567
24 354
15 663
15 785
14 144
11 568
11 742
8 771
10 128
11 430
10 458
7 159
7 144
6 993
6 876
5 351
5 929
4 873
5 684
3 540
1 119
234 872
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
122 130 627.12
10.90%
11.63%
106 125 343.40
8.76%
10.11%
103 070 460.55
10.37%
9.82%
81 214 675.16
6.67%
7.73%
66 614 052.90
6.72%
6.34%
55 005 956.05
6.02%
5.24%
52 883 318.69
4.93%
5.04%
49 540 641.82
5.00%
4.72%
45 533 993.34
3.73%
4.34%
43 845 091.51
4.31%
4.18%
42 556 421.20
4.87%
4.05%
38 937 248.57
4.45%
3.71%
35 697 765.51
3.05%
3.40%
33 164 396.70
3.04%
3.16%
28 503 908.95
2.98%
2.71%
27 314 081.71
2.93%
2.60%
27 144 667.72
2.28%
2.59%
26 615 477.12
2.52%
2.53%
22 485 368.46
2.07%
2.14%
20 839 296.97
2.42%
1.98%
13 289 324.91
1.51%
1.27%
7 487 798.98
0.48%
0.71%
1 049 999 917.34
100.00%
100.00%
Number of Contracts
112 039
112 991
9 842
234 872
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Principal Balance
Percentage of Contracts Principal Balance
511 474 640.71
47.70%
48.71%
496 557 102.14
48.11%
47.29%
41 968 174.49
4.19%
4.00%
1 049 999 917.34
100.00%
100.00%
Car Make
Car Make
PEUGEOT
CITROEN
OTHERS
Total
Purpose of Financing
Purpose of Financing
New
Used
Total
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Number of Contracts
Principal Balance
Percentage of Contracts Principal Balance
132 291
630 514 310.79
56.32%
60.05%
102 581
419 485 606.55
43.68%
39.95%
234 872
1 049 999 917.34
100.00%
100.00%
Contract Type
Contract Type
Constant and Variable Instalments
Balloon
Total
Percentage of
Aggregate Outstanding
Aggregate Outstanding
Number of Contracts
Principal Balance
Percentage of Contracts Principal Balance
230 313
990 150 931.29
98.06%
94.30%
4 559
59 848 986.05
1.94%
5.70%
234 872
1 049 999 917.34
100.00%
100.00%
102
HISTORICAL PERFORMANCE DATA
The historical information and the other information set out below represent the historical
experience of the Seller. None of the Management Company, the Custodian, the Compartment Account
Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the
Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Lead Managers or Joint Arrangers
has 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 fourth
quarter 2010, a significant number of Receivables purchased by the FCT may not have arisen from an Auto
Loan Contract being part of the portfolio of Auto Loan Contracts. In addition, the future performance of the
Purchased Receivables might differ from these historical information and such differences might be
significant.
The Seller (Crédipar) has extracted data on the historical performance of the entire auto loan
portfolio managed in the EKIP system in place since the beginning of the third quarter in 2001. The tables
below show historical data on gross and net losses, for the period from the first quarter of 2004 to the fourth
quarter of 2010. In addition, historical data on delinquencies for the period from the first quarter of 2004 to
the fourth quarter of 2010 and prepayments for the period starting on January 2004 to and ending in
December 2010 are provided.
The default and net loss data displayed below is in static format and shows cumulative gross losses
in relation to defaulted auto loans and related net losses, for each portfolio of auto loans originated in a
particular quarter (individual using the car for private purposes, excluding employees and affiliates of the
PSA Group), expressed as a percentage of the original principal balance of that portfolio. Cumulative gross
losses are calculated as the addition of defaulted loans. Net losses are calculated by deducting the car
sales proceeds as well as any other recoveries from the gross losses (recoveries are shown in the quarter
where cash flow is effectively received by the Seller).
103
Constant and Variable Instalment Loans
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination –Used Cars
Q1
Q2
Q3
Q4
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%
Q0
0.12%
0.52%
0.82%
1.17%
1.47%
Q5
1.78%
Q6
2.09%
Q7
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
Q1
Q2
Q3
Q4
Q6
Q7
Q8
Q9
Q10
Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
04Q1 0.00%
Q0
0.03%
0.32%
0.48%
0.80%
1.00%
Q5
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%
104
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination – New Cars
Q1
Q2
Q3
Q4
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%
Q0
0.02%
0.22%
0.37%
0.43%
0.64%
Q5
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
Q1
Q2
Q3
Q4
Q6
Q7
Q8
Q9
Q10
Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
04Q1 0.00%
Q0
0.05%
0.15%
0.29%
0.43%
0.53%
Q5
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%
105
Balloon Loans
Cumulative quarterly gross losses (in percentages)
Gross Losses
Quarter of Origination –New Cars
Q1
Q2
Q3
Q4
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%
Q0
0.09%
0.09%
0.26%
0.26%
0.47%
Q5
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
Q1
Q2
Q3
Q4
Q6
Q7
Q8
Q9
Q10
Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
04Q1 0.00%
Q0
0.00%
0.00%
0.04%
0.08%
0.38%
Q5
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%
106
Delinquencies
The following data indicates, for the retail auto loan portfolio (constant and variable instalments
loans for new and used cars, as well as balloon loans for new cars, for individuals using the car for private
purposes, excluding employees and affiliates of the PSA Group), and for a given month the outstanding
balance of the receivables which have more or equal to thirty-one (31) days, and less or equal to one
hundred and fifty (150) days of arrears, expressed as a percentage of the total outstanding initial balance of
the auto loan portfolio at the beginning of such period.
Delinquencies
Month
Jan-04
Feb-04
Mar-04
Apr-04
May-04
Jun-04
Jul-04
Aug-04
Sep-04
Oct-04
Nov-04
Dec-04
Jan-05
Feb-05
Mar-05
Apr-05
May-05
Jun-05
Jul-05
Aug-05
Sep-05
Oct-05
Nov-05
Dec-05
Jan-06
Feb-06
Mar-06
Apr-06
31 days =< arrears <= 150 days
1.71%
1.71%
1.59%
1.44%
1.67%
1.46%
1.49%
1.50%
1.35%
1.39%
1.30%
1.26%
1.19%
1.29%
1.29%
1.30%
1.31%
1.20%
1.15%
1.26%
1.21%
1.30%
1.20%
1.37%
1.35%
1.34%
1.39%
1.34%
Month
May-06
Jun-06
Jul-06
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Jan-07
Feb-07
Mar-07
Apr-07
May-07
Jun-07
Jul-07
Aug-07
Sep-07
Oct-07
Nov-07
Dec-07
Jan-08
Feb-08
Mar-08
Apr-08
May-08
Jun-08
Jul-08
Aug-08
31 days =< arrears <= 150 days
1.41%
1.36%
1.37%
1.33%
1.37%
1.29%
1.20%
1.14%
1.18%
1.11%
1.12%
1.07%
1.18%
1.13%
1.02%
1.03%
1.11%
1.07%
1.13%
1.24%
1.04%
1.13%
1.14%
1.05%
1.22%
1.24%
1.21%
1.39%
107
Month
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
Apr-09
May-09
Jun-09
Jul-09
Aug-09
Sep-09
Oct-09
Nov-09
Dec-09
Jan-10
Feb-10
Mar-10
Apr-10
May-10
Jun-10
Jul-10
Aug-10
Sep-10
Oct-10
Nov-10
Dec-10
31 days =< arrears <= 150 days
1.29%
1.37%
1.49%
1.42%
1.60%
1.65%
1.57%
1.48%
1.60%
1.51%
1.51%
1.51%
1.39%
1.42%
1.37%
1.42%
1.43%
1.37%
1.32%
1.20%
1.27%
1.25%
1.30%
1.25%
1.24%
1.21%
1.12%
1.18%
Prepayments
The annual prepayment rate was calculated, for the retail auto loan portfolio (constant and variable
instalments loans for new and used cars, as well as balloon loans for new cars, for individuals using the car
for private purposes, excluding employees and affiliates of the PSA Group), by multiplying the amount of
un-scheduled principal received in a given month by 12 and dividing such product by the Outstanding
Balance of the auto loan portfolio at the beginning of such quarter. The average rate is 16.7 per cent. over
the period considered.
Prepayments
Month Annualised Prepayment Rate
Jan-04
15.04%
Feb-04
16.17%
Mar-04
19.87%
Apr-04
19.97%
May-04
16.32%
Jun-04
20.60%
Jul-04
20.18%
Aug-04
15.45%
Sep-04
14.94%
Oct-04
21.23%
Nov-04
18.71%
Dec-04
19.28%
Jan-05
15.00%
Feb-05
17.34%
Mar-05
19.18%
Apr-05
18.99%
May-05
17.89%
Jun-05
21.09%
Jul-05
16.40%
Aug-05
16.23%
Sep-05
15.54%
Oct-05
18.98%
Nov-05
15.61%
Dec-05
20.13%
Jan-06
19.00%
Feb-06
17.78%
Mar-06
19.89%
Apr-06
18.65%
Month Annualised Prepayment Rate
May-06
18.99%
Jun-06
20.29%
Jul-06
17.51%
Aug-06
14.53%
Sep-06
15.02%
Oct-06
19.91%
Nov-06
20.09%
Dec-06
16.89%
Jan-07
15.36%
Feb-07
16.67%
Mar-07
19.84%
Apr-07
17.74%
May-07
15.08%
Jun-07
18.85%
Jul-07
18.40%
Aug-07
15.41%
Sep-07
12.26%
Oct-07
19.08%
Nov-07
15.70%
Dec-07
14.66%
Jan-08
15.10%
Feb-08
18.54%
Mar-08
16.50%
Apr-08
18.85%
May-08
14.77%
Jun-08
17.63%
Jul-08
18.08%
Aug-08
15.54%
108
Month Annualised Prepayment Rate
Sep-08
14.00%
Oct-08
17.64%
Nov-08
12.78%
Dec-08
13.55%
Jan-09
13.18%
Feb-09
13.73%
Mar-09
16.91%
Apr-09
14.64%
May-09
15.05%
Jun-09
16.88%
Jul-09
16.99%
Aug-09
12.02%
Sep-09
12.81%
Oct-09
14.86%
Nov-09
12.23%
Dec-09
15.97%
Jan-10
12.03%
Feb-10
14.55%
Mar-10
19.47%
Apr-10
16.92%
May-10
12.37%
Jun-10
18.08%
Jul-10
15.55%
Aug-10
15.94%
Sep-10
14.77%
Oct-10
14.86%
Nov-10
16.17%
Dec-10
15.93%
DESCRIPTION OF THE MASTER PURCHASE AGREEMENT
Introduction
Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Receivables to
the FCT. The Purchased Receivables will be allocated exclusively to the Compartment by the
Management 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 an
initial 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 Management
Company, pursuant to a written Purchase Offer, Receivables which satisfy the Eligibility Criteria. All
Purchase 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) the
aggregate Outstanding Balance of all Additional Receivables and the aggregate Adjusted Outstanding
Balances of those of the Additional Receivables being subject to a Deferred Payment of the Purchase
Price, (iii) the Contractual Interest Rates of all Additional Receivables and the Adjusted Interest Rates
of 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 Additional
Receivables (together with the Principal Component Purchase Price and the Interest Component
Purchase Price calculated by reference to the envisaged Subsequent Purchase Date). In connection
with each Purchase Offer, the Seller will make representations and warranties in favour of the
Management Company with respect to the compliance of the relevant Receivables with the applicable
Eligibility Criteria. Subject to correction of any material error, such a Purchase Offer will constitute an
irrevocable binding offer made by the Seller, with respect to the corresponding Receivables, to the
Management Company.
The Management Company will indicate its reasonable intention or reasonable refusal to
purchase the Additional Receivables subject to the relevant Purchase Offer. Under the Master
Purchase Agreement, the Management Company will be obliged to refuse a Purchase Offer for the
Receivables in the event that the conditions precedent to the transfer of new Receivables have not
been satisfied (see Section “OPERATION OF THE COMPARTMENT, REMUNERATION AND
AMORTISATION 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 the
contemplated Subsequent Purchase Date, the Management Company will accept the Purchase Offer
for the Receivables by signing the Transfer Document at the latest on the relevant Subsequent
Purchase Date and providing the Seller with a certified copy of the duly signed Transfer Document and
delivering the original to the Custodian. Such acceptance will be irrevocable and binding on the FCT
as against the Seller.
109
Perfection of Transfer
Pursuant to the provisions of articles L. 214-42-1 to L.214-48 and L. 214-49-4 to L. 214-49-10
of the Monetary and Financial Code, the Receivables shall be assigned by the Seller to the FCT by the
delivery by the Seller to the Management Company of a duly signed Transfer Document strictly
complying with the form of Transfer Document in the form prescribed by articles L. 214-43 and D. 214102 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 and
enforceable against third parties, without any further formalities, as at the date affixed on the Transfer
Document upon its delivery by the Seller to the Management Company, whatever the date on which
the said Receivables came into being or their maturity or due date, without any further formalities being
required, 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 besoin
d'autre formalité, et ce quelle que soit la loi applicable aux créances et la loi du pays de résidence des
débiteurs) 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 the
Seller to the Management Company of the Transfer Document shall result in the transfer of the
Ancillary Rights attached to the Receivables, as the case may be, and such transfer shall be
enforceable against third parties, without any further formality, in accordance with the provisions of
article L. 214-43 of the Monetary and Financial Code.
On the Initial Purchase Date and on any relevant Subsequent Purchase Date, the
Management Company shall provide to the Seller a certified copy of the duly signed Transfer
Document 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 to
each of the Management Company and the Custodian as at the date of execution of the Master
Purchase 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 French
Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des
Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established
appropriate procedures in connection with the prevention of anti-money laundering and obstruction to
terrorism 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 the
performance of any of its obligations under the Master Purchase Agreement do not and will not
contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to
which it or any of its assets or revenues is subject, including personal data protection laws and
Consumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or any
other document, instrument or obligation to which it is a party or by which any of its assets or revenues
is 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
lead 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, redressement
judiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of any
foreign law nor unable 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 include
provisions which give power, and all necessary corporate authority has been obtained and action
110
taken, for it to own its assets, carry on its business and operations as they are now being conducted
and to sign and deliver, and perform its obligations under the Master Purchase Agreement;
Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or
notarisation 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 its
obligations under this Agreement;
Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with
the applicable provisions of French law relating to consumer credit transactions and to the protection of
personal data;
Obligations Binding: its obligations under this Agreement are valid and binding on it and enforceable
against it in accordance with their respective terms;
Data Files: the information contained in and attached to each Transfer Document does not contain
any statement which is untrue, misleading or inaccurate in any material respect or omit to state any
fact or information the omission of which makes the statements therein untrue, misleading or
inaccurate in any material respect;
No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it
may have against the Compartment, and more generally the FCT, in respect of the establishment and
operation of the Compartment and, more generally, the FCT;
Transaction Documents: it has declared having full knowledge of the provisions of the Transaction
Documents and unconditionally accepts their consequences even if it is not a party to certain of the
Transaction Documents; and
Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectus
approved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N°11-07 and
assumes any liability in respect of the information provided under sections "Description of the Auto
Loan Contracts and the Receivables", "Historical Performance Date", "Statistical Information relating to
the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of the
Seller 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 Agreement
and 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 the
termination of any Auto Loan Contract, save where such termination results from the default of the
relevant Debtor under that Auto Loan Contract;
Rights of the FCT in the Purchased Receivables: not to act in a manner or make a decision that
could prejudice the collectability, the substance or the rights of the FCT in respect of any Purchased
Receivable (whether existing or future);
Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever the
terms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating to
that Auto Loan Contract; save in its capacity as Servicer, in accordance with and subject to the terms
and conditions of the Master Servicing Agreement, and only in its capacity as an agent of the FCT
thereunder.
Maintenance of System: to maintain an accounting system which is prepared and managed in
accordance with generally accepted French accounting principles;
111
Personal Data: to encrypt any personal data relating to the Debtor of a Purchased Receivables before
transmitting them to the Management Company and/or to any replacement servicer, as the case may
be;
Decryption Key: (i) to create and remit to the Data Protection Agent on the Closing Date the
Decryption Key and, at any time thereafter, any new or updated Decryption Key (if need be) in
accordance with the Data Protection Agreement and (ii) not to modify, destroy or alter the Decryption
Key, except in accordance with the Data Protection Agreement;
Information on the Receivables: to provide the Management Company and the Custodian with any
information as the Management Company or the Custodian may from time to time reasonably request
in respect of the Receivables and the Ancillary Rights including, for the avoidance of doubt, information
reasonably required by the Management Company or the Custodian for any enforcement of the
Ancillary Rights;
Other Information: to provide the Management Company and the Custodian with any other
information (including non-financial information) as reasonably requested by the Management
Company or the Custodian from time to time for the purposes of exercising or preserving the rights of
the FCT in respect of the Compartment and in particular, but without limitation, any information
requested 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 the
Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007
Order);
(b)
to comply at all times with the provisions of the 2007 Order implementing inter alia article 122a
of the Capital Requirements Directive and make appropriate disclosures to the Noteholders
about the retained net economic interest in the securitisation transaction contemplated in this
Offering Memorandum and ensure that the Noteholders have readily available access to all
materially relevant data as required under paragraph 7 of article 122a of the Capital
Requirements 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 the
Management Company, the Custodian or the Servicer (or any substitute servicer) with all necessary
information and records in order to provide the information which the Management Company, the
Custodian or the Servicer (or any substitute servicer) or the Data Protection Agent may request in
accordance with the Transaction Documents in a format readable by the Management Company, the
Custodian or the Servicer (or any substitute servicer) or the Data Protection Agent or in any other form
determined by the Master Purchase Agreement or by any other Transaction Document and to ensure
that the data made available in this way can be used at all times without any licenses or other
restrictions on its use by the Management Company, the Custodian or the Servicer (or any substitute
servicer) 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 Seller
acting on behalf of and on instruction of the Management Company or the Custodian, and any other
representatives of the FCT, who are subject to a professional duty of confidentiality or undertake for
the benefit of the Seller to comply with duties of confidentiality similar to those set out in the Master
Purchase 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 working
order and are capable of providing the information to which it or they are reasonably and
properly entitled pursuant to the Master Purchase Agreement and which the Seller has failed
to supply, within ten (10) days of receiving written notice of such failure,
112
(ii)
upon reasonable prior notice, to verify any such information which has been provided and
which 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 the
Purchased Receivables;
Keeping of Records: to keep and maintain and to take all necessary measures in order to provide
the Servicer with all necessary information and records required by the Servicer in order to keep and
maintain records for each Receivable for the purpose of identifying at any time, in particular, the
amounts which have been paid by or to any Debtor, which are to be paid by or to any Debtor, the
source of payments which are paid to the Seller or the Servicer and the balance outstanding with
respect to each Debtor. The Seller shall inform the Management Company and the Custodian
regarding any material change in its administrative or accounting procedures related to the preparation
and maintenance of the records. The Seller shall mark in its records each Purchase Receivable
together with the related Ancillary Rights as sold and assigned to the FCT;
Underwriting and Management Procedures: (i) to comply with its underwriting and management
procedures with respect to each Debtor, Auto Loan Contract, Purchased Receivable and Ancillary
Right as if interests in such Purchased Receivables would not be sold and assigned and had not been
sold and assigned hereunder and (ii) not to materially amend the underwriting and management
procedures without a prior written notice of the Management Company, the Custodian, the Servicer
and the Data Protection Agent;
Sales, Liens: except as otherwise provided for in the Master Purchase Agreement, not to sell, assign
or 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 (whether
existing or future), any Ancillary Right, any Car or any goods or services subject of any Purchased
Receivable or any related Auto Loan Contract, and not to assign any right to receive income in respect
thereof 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 be
necessary to allow the Management Company to notify the Debtors of the assignment of the
Purchased Receivables and (ii) to provide to the Management Company with all information which
would be necessary to allow the Management Company to notify the Debtors of the assignment of the
Purchased Receivables in the event that a Servicer Termination Event occurs;
Direction, Orders and Instructions: to comply with any reasonable directions, orders and
instructions that the Management Company may from time to time give to it in accordance with the
Master Purchase Agreement and which would not result in it committing a breach of its obligations
under 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 a
person holding a mandat social in the form set out in the Master Purchase Agreement and dated the
date of delivery.
Purchase Price of the Receivables
Purchase Price
The Purchase Price of each Receivable will be equal to the sum of the Principal Component
Purchase Price, the Interest Component Purchase Price and, as the case may be, any Deferred
Purchase Price as of the relevant Purchase Date relating to that Receivable.
113
Deferred Payment of the Purchase Price
In respect of any Additional Receivable, the Seller shall have the option to indicate, in the
relevant 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 Interest
Rate of that Additional Receivable. In such case, that Adjusted Interest Rate shall be regarded as the
Effective Interest Rate of that Additional Receivable and be used as such for the determinations and
computations to be carried out pursuant to the Transaction Documents, and the Purchase Price of that
Additional Receivable shall be subject to a deferred payment (a “Deferred Payment of the Purchase
Price”), in an amount equal to the Deferred Purchase Price.
The Deferred Purchase Price of each relevant Purchased Receivable shall be equal to the
Deferred 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 the
Seller for that Purchased Receivable in the corresponding Purchase Offer and accepted by the
Management Company.
The Deferred Purchase Price of each relevant Purchased Receivable transferred to the FCT
on any Purchase Date will be payable by parts to the Seller on the Payment Dates falling after such
Purchase Date, in accordance with and subject to the applicable Priorities of Payments. The part of
the Deferred Purchase Price payable on each such Payment Date shall be equal to the Monthly
Deferred Principal calculated in respect of that Purchased Receivable on the Determination Date
corresponding to that Payment Date, plus, as the case may be, any Monthly Deferred Principals which
became due and payable but remained unpaid on any preceding Payment Date, in accordance with
and subject to the applicable Priorities of Payments.
Principal Component Purchase Price
The Principal Component Purchase Price of each Purchased Receivable purchased by the
FCT on any Purchase Date will be equal to the Effective Outstanding Balance of that Purchased
Receivable as of such Purchase Date.
The Principal Component Purchase Prices of the Receivables transferred to the FCT on the
First Purchase Date will be paid to the Seller on that date out of the proceeds of the issue of the Notes
and the Residual Units. The Principal Component Purchase Price of the Receivables transferred to
the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Account
on 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 any
Purchase Date will be equal to the amount of contractual interest accrued and outstanding on such
Purchase Date and relating to such Receivable.
The Interest Component Purchase Price of the Receivables transferred to the FCT on the First
Purchase Date will be paid to the Seller by debiting the Interest Account on the Payment Date falling
on 26 September 2011, in accordance with the applicable Priority of Payments.
The Interest Component Purchase Price of the Receivables transferred to the FCT on any
Subsequent Purchase Date will be paid to the Seller by debiting the Interest Account on the second
Payment Date falling after such Purchase Date, in accordance with the applicable Priority of
Payments.
114
Failure to conform and remedies
General
When consenting to acquire any Receivables on any given Purchase Date, the FCT will take
into consideration, as an essential and determining condition for its consent (condition essentielle et
déterminante de son consentement), the Seller’s representations and warranties set out in this
Agreement and the conformity of those Receivables with the Eligibility Criteria.
The Management Company will carry out consistency tests on the information provided to it by
the Seller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Such
tests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the
Seller of its obligations as set out in the Master Purchase Agreement, the protection of the interests of
the Noteholders and 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 and Monetary Code. Nevertheless, the responsibility for the noncompliance of the Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the
relevant Purchase Date will at all time remain with the Seller only (and the Management Company
shall under no circumstance be liable therefore) and the Management Company will therefore rely only
on 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 to
indemnify the FCT in case of non-conformity of one or several Purchased Receivables (if such nonconformity 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 becomes
aware that any of the representations or warranties given or made by the Seller in relation to the
conformity of any Purchased Receivable to the Eligibility Criteria was false or incorrect by reference to
the facts and circumstances existing on the Purchase Date of those Receivables, the Management
Company 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 that
Purchased Receivable with the Contract Eligibility Criteria and/or of that Purchased Receivable with
the Receivables Eligibility Criteria, will be remedied by the Seller, at the option of the Management
Company, by:
(a)
to the extent possible, and as soon as practicable, taking any appropriate steps to rectify the
non-conformity and ensure that the relevant Auto Loan Contract complies with the Contract
Eligibility Criteria and/or that the relevant Purchased Receivable complies with the
Receivables Eligibility Criteria; or
(b)
the rescission (résolution) of the transfer of that Purchased Receivable, which shall take place
on the Determination Date immediately following the Information Date on which the nonconformity of those Receivables was notified by a party to the other and the indemnification of
the FCT. The amount payable by the Seller to the FCT by no later than on that Determination
Date as a consequence of such rescission will be equal to the then Effective Outstanding
Balance of the relevant Purchased Receivable plus any accrued and outstanding interest and
any other outstanding amounts of principal, interest, expenses and other ancillary amounts
relating to that Purchased Receivable as of such Determination Date (the “Non-Conformity
Rescission Amount”); and/or, as the case may be,
(c)
during the Revolving Period, substituting such non-conforming Purchased Receivable with a
Receivable which satisfy the Eligibility Criteria. If the Management Company decides to
proceed with such substitution:
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(i)
such substitution shall take place on the Purchase Date on which the transfer of the
relevant non-conforming Receivables is rescinded (résolu) in accordance with
paragraph (b) above;
(ii)
the substituted Receivables shall be transferred by the Seller to the FCT on that
Purchase 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 Date
in relation to the non-conforming Receivable will be set–off against the Principal
Component Purchase Price of the substituted Receivable, up to the lower of the two
amounts, provided that, for the avoidance of doubt, any part of the Non-Conformity
Rescission Amount remaining unpaid after such set-off shall be paid by the Seller to
the FCT on that Purchase Date.
Any amount paid to the FCT under these provisions will be exclusively allocated to the
Compartment and be credited to the General Collection Account and form part of the Available
Collections in the Collection Period during which that amount is paid by the Seller. The principal
amounts paid to the FCT by the Seller pursuant to any rescission (résolution) of a transfer of
Receivables shall be treated as a Prepayment in accordance with the provisions of the Compartment
Regulations.
The non-conformity and rescission of the transfer of a given Receivables shall not affect in any
manner 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 of
the Receivables to the Eligibility Criteria and the remedies set out in Section “Failure to conform and
remedies” above are the sole remedies available to the FCT in respect of the non-conformity of any
Receivable with the Eligibility Criteria. Under no circumstance may the Management Company
request an additional indemnity from the Seller relating to a breach of any such representations or
warranties.
To the extent that any loss arises as a result of a matter which is not covered by those
representations and 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 (to the exception
and within the limit of the performance guarantee (see Section DESCRIPTION OF THE MASTER
PURCHASE AGREEMENT - Performance Guarantee and General Reserve Cash Deposit)).
Furthermore, the representations and warranties given or made by the Seller in relation to the
conformity of the Receivables with the Eligibility Criteria shall not entitle the Noteholders to assert any
claim directly 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 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 to
guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the
General Reserve Cash Deposit in accordance and subject to the provisions of the General Reserve
Cash 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 Financial
Code and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee of its
financial 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 pleine
propriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neither
the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve
Cash Deposit nor to pay any additional amount in cash under that performance guarantee after the
Closing 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 (but
shall not be under the obligation to) offer to the Seller to repurchase Purchased Receivables which
have 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 of
the Purchased Receivables repurchased by the Seller shall be agreed between the FCT and the Seller
on the basis of the fair market value of these Purchased Receivables (taking into account, without
limitation, the outstanding amount of such receivable, the unpaid amount under such receivable, the
interest rate applicable to the receivable, the general economic circumstances at the time of the
retransfer, the financial capacity of the debtor and the amount of the debtors' assets which could be
used for the repayment of the loan).
Termination of the Master Purchase Agreement
The Master Purchase Agreement shall terminate automatically on the Compartment
Liquidation Date.
The Management Company may terminate the Master Purchase Agreement if (i) the entire
issue of the Notes has not been completed on the Closing Date or at any later date agreed between
the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint Lead
Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as
subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the
issue of the Notes and the Residual Units and (bb) the total amounts received is less than the
aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First
Purchase Date.
Governing Law
The Master Purchase Agreement is governed by French law. All claims and disputes arising
in connection therewith are subject to the exclusive jurisdiction of the competent courts in commercial
matters 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 and
the provisions of the Master Servicing Agreement, the Seller will continue to exercise the duties with
respect to the administration, the recovery and the collection of the Purchased Receivables which it
previously 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 will
devote to the performance of its obligations under the Master Servicing Agreement at least the same
amount of time and attention and overall diligence that it would normally exercise for the
administration, the recovery and the collection of its own assets similar to the Purchased Receivables
and 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 the
administration, the recovery and the collection of the Purchased Receivables, the Servicer will strictly
comply with the provisions of the Master Servicing Agreement, the provisions of the Auto Loan
Contracts and the Servicing Procedures.
Any substantial amendment to or substitution of the Servicing Procedures must be notified in
writing in advance to the Management Company and the Custodian. The Rating Agencies and the
Data Protection Agent shall be informed by the Management Company of any such substantial
amendment 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 has
undertaken to collect the Instalment from the relevant Debtor by direct debit from the account on which
the Servicer is authorised by the relevant Debtor to collect such instalment as from the execution of the
corresponding Auto Loan Contract. Upon the termination of the appointment of the Servicer under the
Master Servicing Agreement, the Servicer has undertaken to immediately stop sending to the Debtors
direct 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 accordance
with the above, for any reason whatsoever, the Servicer has undertaken to use its best efforts to
collect the corresponding Instalment by any other appropriate means as provided by the Servicing
Procedures.
In accordance with articles L. 214-46-1 and D. 214-103 of the Monetary and Financial Code
and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account has
been 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, the
Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the
Specially Dedicated Bank Account all Available Collections received in respect of the Purchased
Receivables, 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 the
Specially Dedicated Bank Account without transiting via any other account of the
Servicer provided that such direct debit amount will also include the Excluded Amount
paid 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 within
five (5) Business Days after receipt any amount of Available Collections standing to
the credit of any other of its bank accounts as of the close of business, it being
provided that:
(i)
such amount of Available Collections shall not include any amount of Excluded
Amounts paid by the relevant Debtor, collected directly by the Servicer and not
already credited on the Specially Dedicated Bank Account pursuant to the
paragraph (b) above, as applicable; and
(ii)
prior to its transfer to the Specially Dedicated Bank Account and only (aa) prior
to the delivery of a Notification of Control or (bb) following the delivery of a
Notification of Release, such amount of Available Collections will be
automatically reduced by the following amounts:
(A)
the amount corresponding to Excluded Amounts credited to the
Specially Dedicated Bank Account pursuant to the paragraph (b)
above; and
(B)
the amount corresponding to Available Collections initially collected by
Crédipar on a separate bank account of Crédipar and subsequently
transferred by Crédipar to the Specially Dedicated Bank Account but
then subject to a Credit Reversal and not already (x) deducted from
the Available Collections or (y) debited from the Specially Dedicated
Bank Account;
provided that if the difference between such amount of Available Collections
and the amounts referred to in (A) and (B) above (such difference being the
Net Amount) is negative, the Servicer will be authorised to debit such Net
Amount from the Specially Dedicated Bank Account, subject to the provisions
of the Specially Dedicated Bank Account Agreement;
(iii)
following the delivery of a Notification of Control and for so long as no
Notification of Release has been duly delivered, the mechanism described in
paragraph (ii) above shall not apply and (aa) the amounts referred to in subparagraph (A) and (B) above shall be debited from the Specially Dedicated
Bank Account in accordance with to the provisions of the Specially Dedicated
Bank Account Agreement.
The Servicer has undertaken to transfer to the General Collection Account, by no later than
five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of
Available 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 of
Available Collections that it has received in accordance with the provisions of the Master Servicing
Agreement, the Servicer has agreed to pay to the FCT a late payment interest calculated on the basis
of an annual interest rate equal to the applicable EONIA rate plus a margin of 1.00 per cent. per
annum and the exact number of days between the due date (inclusive) of the amount referred to as
unpaid and the actual payment date (excluded). This late payment interest will be part of the Available
Collections of the corresponding Collection Period and will be credited to the General Collection
Account.
At any time if it deems it is in the interest of the Noteholders and Residual Unitholders, the
Management Company shall be entitled to serve without delay to the Specially Dedicated Account
Bank either (i) a Notification of Control including an instruction from the Management Company to the
Specially Dedicated Account Bank to transfer without delay the amounts standing to the credit of the
Specially Dedicated Bank Account to any relevant Compartment Account, or (ii) a Notification of
Release, 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 the
provisions of article L. 214-49-7 of the Monetary and Financial Code, the Custodian has entrusted the
Servicer, for the administration, the recovery and the collection of the Purchased Receivables and for
the duties of safe keeping the Contractual Documents constituting the material support of the
Purchased Receivables. However, it should be noted that the Custodian will remain responsible for
the 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 materially
identified and distinguishable at the regular address of the Servicer and can be delivered to the
Custodian 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 made
under the Auto Loan Contracts and any other information received on the Purchased Receivables
during the relevant Collection Period, in accordance with and subject to the Master Servicing
Agreement.
Sub-contracts
In accordance with and subject to the provisions of the Master Servicing Agreement, the
Servicer may appoint any third party in order to carry out all or any administrative part of its obligations
under the Master Servicing Agreement. However, the Servicer will remain responsible to the
Management Company for the administration, the recovery and the collection of the Purchased
Receivables being liable for the actions of any such delegate.
Servicing Fees
On each Payment Date in accordance with the applicable Priority of Payments, the Servicer
will receive a monthly fee in respect of the administration, recovery and collection of the Receivables
equal to (i) 1/12 of 0.50 per cent of the aggregate Outstanding Balance of all Performing Receivables
which are not Delinquent Receivables, serviced by the Servicer as at the beginning of the relevant
Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent
Receivables and all Defaulted 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 Outstanding
Balance of all Performing Receivables serviced by the Servicer as at the beginning of the relevant
Collection Period.
Representation and warranties of the Servicer
Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted to
the 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 Credit
Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des
Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established
appropriate procedures in connection with the prevention of anti-money laundering and obstruction to
terrorism 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 the
performance of any of its obligations under the Master Servicing Agreement do not and will not
contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to
which it or any of its assets or revenues is subject, including personal data protection laws and
Consumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or any
other document, instrument or obligation to which it is a party or by which any of its assets or revenues
is 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 lead
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, redressement judiciaire or
liquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law nor
unable 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 include
provisions which give power, and all necessary corporate authority has been obtained and action
taken, for it to own its assets, carry on its business and operations as they are now being conducted
and to sign and deliver, and perform its obligations under the Master Servicing Agreement;
Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or
notarisation 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 its
obligations under the Master Servicing Agreement;
Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with
the applicable provisions of French law relating to consumer credit transactions and to the protection of
personal data;
Obligations Binding: its obligations under the Master Servicing Agreement are valid and binding on it
and enforceable against it in accordance with their respective terms;
No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it
may have against the Compartment, and more generally the FCT, in respect of the establishment and
operation of the Compartment and more generally the FCT;
Transaction Documents: it has declared having full knowledge of the provisions of the Transaction
Documents and unconditionally accepts their consequences even if it is not a party to certain of the
Transaction Documents; and
Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectus
approved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N°11-07 and
assumes any liability in respect of the information provided under sections "Description of the Auto
Loan Contracts and the Receivables", "Historical Performance Data", "Statistical Information relating to
the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of the
Seller 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 there
remains any Purchased Receivable outstanding:
Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever the
terms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating to
that Auto Loan Contract, save in accordance with and subject to the terms and conditions of the
Master 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 necessary
accounting, management and administrative systems and procedures (including but not limited to the
Servicing Procedures), electronic or otherwise, to establish and maintain accurate, complete, reliable
and up to date information regarding the Purchased Receivables including, but not limited to, all
information contained in the Monthly Servicer Report and the records relating to the Specially
Dedicated 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 with
any information as the Management Company or the Custodian may from time to time reasonably
request in respect of the Purchased Receivables and the Ancillary Rights including, for the avoidance
of doubt, information reasonably required by the Management Company or the Custodian for any
enforcement of the Ancillary Rights;
Other Information: to provide the Management Company and the Custodian with any other
information (including non-financial information) as reasonably requested by the Management
Company or the Custodian from time to time for the purposes of exercising or preserving the rights of
the FCT;
Inspection of Records: to provide, and to take all necessary measures in order to provide the
Management Company, the Custodian, the Seller or any substitute servicer with all necessary
information and records in order to provide the information which the Management Company, the
Custodian, the Seller, the Data Protection Agent or any substitute servicer may request in accordance
with 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 by
the Master Servicing Agreement or by any other Transaction Document and to ensure that the data
made available in this way can be used at all times without any licenses or other restrictions on its use
by the Management Company, the Custodian, the Seller, the Data Protection Agent or by any
substitute servicer;
Access: to permit the Management Company and the Custodian, the external auditors of the Seller
acting on behalf of and on instruction of the Management Company or the Custodian, and any other
representatives of the FCT, upon reasonable prior notice, 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 working
order and are capable of providing the information to which it or they are reasonably and
properly entitled pursuant to the Master Servicing Agreement and which the Seller has failed to
supply, 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 and
which 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 the
Purchased 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 be
necessary to allow the Management Company to notify the Debtors of the assignment of the
Purchased Receivables and (ii) to provide to the Management Company with all information which
would be necessary to allow the Management Company to notify the Debtors of the assignment of the
Purchased Receivables in the event that a Servicer Termination Event occurs;
Direction, Orders and Instructions: to comply with any reasonable directions, orders and
instructions that the Management Company may from time to time give to it in accordance with the
Master Servicing Agreement and which would not result in it committing a breach of its obligations
under 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 the
Master Servicing Agreement, should the Management Company so request; and
Instructions to Debtors: in case of closing of the Specially Dedicated Account or early termination of
the Specially Dedicated Account Bank Agreement, to ensure that all subsequent Instalments relating
to Purchased Receivables will be paid by the relevant Debtors on the new specially dedicated bank
account.
Partial payments
In the event that Crédipar collects moneys from a Debtor at the same time (a) acting as
Servicer, in respect of one or more than one Purchased Receivable and (b) acting as agent for a third
party, in respect of other Receivables owed by that Debtor to that third party (such as any
remuneration 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), the
Compartment and the Servicer have agreed that all amounts paid by that Debtor shall be allocated pari
passu between the Seller (acting as agent of that third party) and the Compartment on a pro 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 Master Servicing Agreement, from the exercise of the Ancillary
Rights, 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 been
remedied, or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is
made to the court/tribunal pursuant to Title III of Chapter III of the Consumers Code, or article 1244-1
of the Civil Code, or under any other similar procedure as defined by any regulations in force, the
Servicer may participate in view of working out a contractual plan for the resolution of the dispute
and/or make propositions of Contentious Renegotiation.
Commercial Renegotiations
Indemnification
Under the Master Servicing Agreement, the Servicer has undertaken to the FCT that it shall
not enter into any Commercial Renegotiation in relation to any Purchased Receivables, which would
result in:
(i)
reducing the weighted average of the Effective Interest Rate applicable to the Performing
Receivables 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 by
weighting their respective Effective Outstanding Balance on that Subsequent Purchase Date or
Determination 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 Purchased
Receivables in such a way that the Instalments are no longer of equal amounts until the last
Instalment Due Date; and/or
(iv)
reducing the Effective Interest Rate applicable to that Purchased Receivables below an
interest rate of 4% per annum.
Accordingly, the FCT and the Servicer have agreed that in the event that the Servicer enters
into any Commercial Renegotiation which would result in the breach of that undertaking, the resulting
modification of the Receivable will be deemed, between the FCT and the Servicer, to have entailed the
termination 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 later
than the Determination Date immediately following the Information Date on which such modification
was notified by a party to the other, an amount equal to the then Effective Outstanding Balance of the
Receivable relating to the terminated Auto Loan Contract plus any accrued and outstanding interest
and any other outstanding amounts of principal, interest, expenses and other ancillary amounts
relating to that Receivable as at that Determination Date (the “Rescheduling Indemnification
Amount”).
Any amount paid to the FCT under these provisions will be exclusively allocated to the
Compartment and be credited to the General Collection Account and form part of the Available
Collections in the Collection Period during which that amount is paid by the Servicer. The principal
amounts paid to the FCT by the Servicer pursuant to this indemnification shall be treated as a
Prepayment 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 remedy
available to the FCT in case of a Commercial Renegotiation which would result in the breach by the
Servicer, of the undertaking set out in Sub-Section “Indemnification” above. Under no circumstances
may the Management Company request an additional indemnity from the Servicer in relation any such
a change. Furthermore, the remedies set out in this Section “Renegotiations” shall not entitle the
Noteholders to assert any claim directly 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 FCT against third parties and in any legal proceedings.
Commingling Reserve
The Commingling Reserve is made available to protect the Compartment against the risk of
delay or default of the Servicer in all its financial obligations (obligations financières) under the Master
Servicing Agreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the Monetary and Financial
Code, as a guarantee of all the financial obligations (obligations financières), contingent and future, of
the Servicer towards the FCT, in relation with the Compartment, (including, without limitation, the
obligation of the Servicer to transfer to the credit of the General Collection Account the Available
Collections), the Servicer shall credit, if required, the Commingling Reserve Account with a
Commingling Reserve and, thereafter, adjust such Commingling Reserve, as applicable (remise
d’espèces en pleine propriété à titre de garantie).
The amount standing to the credit of the Commingling Reserve Account shall at least be equal
to the Commingling Reserve Required Amount (it being understood that all amounts of interest
received from the investment of the Commingling Reserve and standing, as the case may be, to the
credit of the Commingling Reserve Account, shall not be taken into account).
On the Closing Date, the Servicer will credit the Commingling Reserve Account with the
Commingling 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 with
the 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 titre
de garantie).
On any Monthly Settlement Date, if the Commingling Reserve needs to be adjusted in order to
comply with the Commingling Reserve Required Amount, such adjustment shall be made, as
applicable:
(i)
by the Servicer, by remitting, in accordance with 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 titre de garantie),
the necessary amounts to the Commingling Reserve Account on such Monthly Settlement
Date; or
(ii)
by the Management Company, by releasing and repaying the excess of (i) the amount
standing to the credit of the Commingling Reserve Account over (ii) the Commingling Reserve
Required 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 Commingling
Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall
not 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 the
restitution obligations of the FCT under the Commingling Reserve against the amount of the breached
financial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amount
in respect of such financial obligations (obligations financières); and (ii) the amount then standing to
the credit of the Commingling Reserve Account, in accordance the article L. 211-38 of the Monetary
and Financial Code, without the need to give prior notice of intention to enforce the Commingling
Reserve (sans mise en demeure préalable).
As long as the Servicer meets its financial obligations (obligations financières) under the
Master Servicing Agreement (failing which the above provisions shall apply), it has been expressly
agreed that the Commingling Reserve shall not be included in the Available Collections of any
Collection Period and shall not be applied to cover any payments due in accordance with and subject
to the applicable Priority of Payments, nor to cover any Debtors’ defaults.
In accordance to the provisions of the Compartment Cash Management Agreement, the
Management Company shall be responsible for giving the required instructions to the Compartment
Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums
standing to the credit of the Commingling Reserve Account and paying to the Servicer the financial
proceeds resulting from such investment being credited to the Commingling Reserve Account. Such
financial 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 its
financial obligations (obligations financières) under the Master Servicer Agreement, the amount
standing to the credit of the Commingling Reserve Account will be released and retransferred directly
to the Servicer.
Servicer Termination Events
Crédipar in its capacity as Servicer has undertaken not to request the termination of the
Master Servicing Agreement, so that the administration, the recovery and the collection of the
Receivables 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 the
occurrence 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 VI
of the Commercial Code, or (ii) has its banking license withdrawn pursuant to the applicable
regulatory provisions of the Monetary and Financial Code; or (iii) is subject to injunctions made
by 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 to
the Master Servicing Agreement (other than a breach of a monetary obligation) and such
breach, if not remedied in a satisfactory manner within five (5) Business Days after notification
in writing to the Servicer by the Management Company, is considered, in the reasonable
opinion of the Management Company, to be of a kind which may result in the rating of the
Class A Notes being placed on “negative outlook” or as the case may be on “rating watch
negative” or “review for possible downgrade” or a withdraw or downgrade of their current
rating;
(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) Business
Days 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 such
false or incorrect representation or warranty is considered, in the reasonable opinion of the
Management Company, to be of a kind which may result in the rating of the Class A Notes
being placed on “negative outlook” or as the case may be on “rating watch negative” or “review
for possible downgrade” or withdrawn or downgraded and where such representation or
warranty 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 to
remedy such false or incorrect representation or warranty.
Following the occurrence of a Servicer Termination Event as set out above, the Management
Company shall appoint with the prior approval of the Custodian (such approval not to be unreasonably
withheld or delayed and, if the Management Company considers, having regards to the interest of the
Noteholders and Unitholders, that the Custodian is holding or delaying its consent unreasonably, the
Management 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) calendar
days from the occurrence of a Servicer Termination Event to replace the Servicer with the duly
appointed 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 servicer
being appointed has effectively started to carry his duties and in any case within the above-mentioned
maximum period of thirty (30) calendar days from the occurrence of a Servicer Termination Event. It
has 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 to
replace the existing Servicer.
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 terms of the Data Protection Agreement, the Management Company will (or will
instruct any third party or any substitute servicer to) (i) notify the Debtors of the assignment of the
relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed under the
Receivables into any account specified by the Management Company in the notification.
If the appointment of the Servicer is terminated following the occurrence of a Servicer
Termination Event, the Servicer has undertaken to transfer to the new servicer appointed by the
Management Company all necessary information and registrations, in order to effectively transfer the
servicing 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 Compartment
Liquidation Date.
The Management Company may terminate the Master Servicing Agreement if (i) the entire
issue of the Notes has not been completed on the Closing Date or at any later date agreed between
the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint Lead
Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as
subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the
issue of the Notes and the Residual Units and (bb) the total amounts received is less than the
aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First
Purchase Date.
Governing Law
The Master Servicing Agreement shall be governed by French law and all claims and disputes
arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in
commercial 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 has
appointed the Data Protection Agent to hold the Decryption Key and perform consistency tests (if
required 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, the
Seller will deliver to the Management Company an Encrypted Data File.
On each Information Date during the Amortisation Period and/or the Accelerated Amortisation
Period, 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 the
Debtors and transfer of direct debit authorisation information in case of a Servicer Termination Event
and replacement of the Servicer.
The Seller shall update any relevant information with respect to each Purchased Receivable on a
monthly 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 the
provisions 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 it
against unauthorised access by any third parties. For the avoidance of doubt, the Management
Company will not be able to access the data contained in the Encrypted Data File without the
Decryption Key.
Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data
Protection Agent
On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Key
required 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 Day
prior notice to the Management Company, or if so requested by the Management Company, the
Custodian or the replacement servicer. If the Decryption Key is the same as the Decryption Key
previously delivered by the Seller to the Data Protection Agent, the Seller shall not be obliged to redeliver the same Decryption Key on each Subsequent Purchase Date or Information Date, as
applicable, but shall confirm to the Data Protection Agent that no new Decryption Key is necessary. If
the Decryption Key on such Subsequent Purchase Date or Information Date, as applicable, is not the
same as the previous Decryption Key, the Seller shall deliver to the Data Protection Agent the updated
Decryption Key required to decrypt the information contained in the Encrypted Data File delivered on
the same date.
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The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, as
the case may be) in safe custody and protect it against unauthorised access by any third parties until
the Management Company requires the delivery of the Decryption Key in accordance with the Data
Protection Agreement.
In addition, the Data Protection Agent shall produce a backup copy of the Decryption Key and
keep 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 the
Decryption Key to the Management Company (or to any person designated by the Management
Company, including without limitation any replacement servicer).
The Management Company has undertaken to request the Decryption Key to the Data
Protection Agent and use (or permit the use) the data contained in the Encrypted Data File relating to
the 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 change
of the Servicer following the occurrence of a Servicer Termination Event).
Other than is the circumstances set out above, the Data Protection Agent shall keep the
Decryption 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 Servicing
Agreement, and subject to the receipt from the Data Protection Agent of the Decryption Key in
accordance with the terms of the Data Protection Agreement, the Management Company will (or will
instruct any person appointed by it or any substitute servicer to) (i) notify the Debtors of the
assignment of the relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed
under the Purchased Receivables into any account specified by the Management Company in the
notification.
Termination of the Data Protection Agreement
The Data Protection Agreement shall terminate automatically on the Compartment Liquidation
Date.
The Management Company may terminate the Data Protection Agreement if (i) the entire
issue of the Notes has not been completed on the Closing Date or at any later date agreed between
the parties, or (ii) after the issue of the Notes and the Residual Units, the Joint Lead Managers, the
Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of the
Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the
Notes and the Residual Units and the total amounts received is less than the aggregate of the
Principal 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 the
Management Company (with copy to the Custodian, the Seller and the Servicer) and provided that a
new Data Protection Agent has been appointed which has undertaken to endorse the same role as the
departing 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 in
accordance 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 remedy
the 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 upon
request and reasonable notice.
If the relevant Data Default has not been remedied or waived by the Management Company
within the period of ten (10) Business Days, such Data Default shall constitute a breach of a material
obligation of the Seller upon the expiry of such period.
Each of the parties to the Data Protection Agreement has undertaken to comply at any time
with the provisions of the data protection laws and agreed that, if they become aware that the Data
Protection Agreement is in breach of data protection laws, they will use their best efforts to enter into
an 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 disputes
arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in
commercial 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 Bank
have entered into the Specially Dedicated Account Bank Agreement (Convention de Compte
Spécialement Affecté) pursuant to which an account of the Servicer shall be identified in order to be
operated 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 the
provision of the Master Servicing Agreement.
Debit
(a)
The Servicer has undertaken vis-à-vis the FCT to ensure that the sole means of payment used
for the debit of the Specially Dedicated Bank Account are exclusively wire transfers between
accounts, 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 Control
from the Management Company and without prejudice to the dedicated nature (caractère
spécialement affecté) of the Specially Dedicated Bank Account for the benefit of the FCT, the
Specially Dedicated Account Bank and the Management Company have expressly agreed that
the Servicer will be granted the right to operate the Specially Dedicated Bank Account in giving
any instructions of wire transfers from the Specially Dedicated Bank Account, but only for
purposes of:
(c)
(i)
transferring to the General Collection Account, by no later than five (5) Business Days
after their credit to the Specially Dedicated Bank Account, any amount of Available
Collections 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 the
provisions of the Specially Dedicated Account Bank Agreement, transferring to any
other bank account of the Servicer, any sum standing to the credit of the Specially
Dedicated Bank Account but which are not sums owed to the FCT or which are sums
due by the FCT to the Servicer, as soon as possible after having given evidence to the
Management Company that such amounts are not owed to the FCT, subject to
paragraph (f) below.
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 Specially
Dedicated 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 the
Management Company (or of any persons designated by it) in relation to the debit
operations of the Specially Dedicated Bank Account; any instruction relating to the
debit of the Specially Dedicated Bank Account given by the Servicer shall be deemed
null 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 Collection
Account; and
(ii)
(d)
the Specially Dedicated Account Bank shall (x) immediately comply exclusively with
the instructions of the Management Company (or any other person designated by it)
relating to the operation of the Specially Dedicated Bank Account (including in relation
to any debits in order to honor any cheques, automatic wire transfers, bills of
exchange, bills, promissory notes, acceptations, tradable bonds, including the
payment of any amounts due to the Specially Dedicated Account Bank or any other
payment), it being provided that the Specially Dedicated Account Bank shall be
entitled, without being liable for it and without any further verification, to rely on any
instructions or written certificates issued by the Management Company (or any other
person 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 wire
transfers made to the General Collection Account; and (z) refuse to take into
consideration any instruction in relation to the Specially Dedicated Bank Account given
by a person not being directly authorised by the Management Company (without
prejudice to its other obligations pursuant to the Specially Dedicated Account Bank
Agreement).
Immediately upon receipt of a Notification of Release, addressed to the Specially Dedicated
Account Bank by the Management Company with copy to the Servicer:
(i)
the Servicer shall be again entitled to operate the Specially Dedicated Bank Account
by 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 Specially
Dedicated Bank Account,
it being specified that the delivery of a Notification of Release is without prejudice of the right
for 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 Purchased
Receivable 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 a
Notification of Release, the Parties acknowledge and agree that the amount of Credit
Reversals may be deducted from the sums due by the Servicer to the FCT in
accordance 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 of
Release has been duly delivered:
(f)
(A)
the Specially Dedicated Account Bank shall be authorised to debit an amount
equal to the amount of the said Credit Reversal to the extent not already (x)
deducted from the Available Collections or (y) debited from the Specially
Dedicated Bank Account and subject to paragraph (f) below ; and
(B)
if the debit operation referred to in paragraph (A) above would result in the
Specially Dedicated Bank Account having a debit balance, the Specially
Dedicated Account Bank shall be entitled to make such debit only once the
Specially Dedicated Bank Account has a credit balance sufficient for such
purposes;
If, on a given Business Day, the Specially Dedicated Account Bank is instructed to
make either:
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(i)
a debit in favour of Crédipar only and such debit would result in the Specially
Dedicated Bank Account having a negative balance; or
(ii)
a debit in favour of the FCT and a debit in favour of Crédipar and the
combination of both debits would result in the Specially Dedicated Bank
Account having a negative balance,
the parties to the Specially Dedicated Account Bank Agreement have acknowledged
and agreed that:
(A)
(B)
(aa) prior to the delivery of a Notification of Control or (bb) following the
delivery of a Notification of Release:
(I)
the Specially Dedicated Account Bank shall be authorised to instruct in
priority the debit in favour of Crédipar (only to the extent such debit
would not result in the Specially Dedicated Account Bank having a
negative balance, in which case such debit will be automatically
postponed in whole or in part until the credit balance of the Specially
Dedicated Bank Account is sufficient to allow such debit); and
(II)
the debit instruction in favour of the FCT will be automatically
postponed in whole or in part until the credit balance of the Specially
Dedicated Bank Account is sufficient to allow such debit; and
following the delivery of a Notification of Control and for so long as no
Notification of Release has been duly delivered, the operations set out in
paragraph (A) above will no more be permitted without the prior express
consent 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 will
appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated
account bank within 30 Business Days and close the Specially Dedicated Bank Account, provided that
the conditions precedent set out therein are satisfied (and in particular but without limitation that a new
specially dedicated account has been opened with a new specially dedicated account bank with the
Account 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 conditions
precedent set out therein are satisfied (and in particular but without limitation that a new specially
dedicated account has been opened with a new specially dedicated account bank with the Account
Bank Required Ratings).
Governing Law
The Specially Dedicated Account Bank Agreement shall be governed by French law and all
claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the
competent 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 831
people at the end of 2010. Crédipar's main business function is to provide financing, through loans or
leases 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 all
amounts; and
(b)
Leases (long term or with a purchase option): 39.8% of new financings for the year 2010 and
58.8% of all amounts.
The Crédipar group uses a common network, and operates similar underwriting and debt
management 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 the
French territory which correspond to PSA points of sale. In each region and for each marketing
division, the regional business manager is responsible for the sales force and the commercial follow
up.
Crédipar's products are marketed and distributed through the points of sale of Peugeot and
Citroën's dealers.
Each point of sale of vehicles is connected to a Crédipar branch. At the end of 2010, Crédipar
marketed its car finance products through approximately 99% of the points of sale of Peugeot and
Citroën.
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 and
formalising the loans as well as regional client relation managers and teams located within the
branches (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 credit
scoring system in use at Crédipar (SEDRE for individuals). It is operated solely by the personnel in
charge of accepting applications. The procedure for the origination and assessment of a loan
application until its approval or decline is as follows:
(a)
Recording of the loan application is established on the basis of the questionnaire completed by
the 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 under
management:
(i)
For private customer, applications scored orange or red are processed by the relevant
employees of the branch, depending on their delegation levels.
(ii)
For commercial client, a service at the head office is in charge of the applications
scored 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. The
original 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 used
by 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 size
of downpayment). External and internal databases are consulted. Internal information, e.g. if the client
has 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 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 system is the main factor underpinning the underwriting process conducted
by 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 or
in the head office, depending on the acceptance level; and
(c)
A red score means that the application can be accepted only exceptionally by the regional
operations 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 of
any previous or other existing loans by the applicant is automatically taken into account via an internal
file containing defaults and late payments called “Fichier des Incidents de Paiement'' or FIP (History of
missed 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 provided
to evidence the income of the Debtor (pay slips) are checked. The debt to income ratio is calculated by
dividing 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 the
purchase price of the financed asset. There is no minimum personal down payment and the maximum
loan to value ratio permitted is 100 per cent.
External databases
Apart from the behavioural database FIP, external databases on credit delinquencies
managed by the Banque de France are systematically consulted for each application (Fichier National
des Incidents de Remboursement des Crédits aux Particuliers ± FICP and Fichier Central des
Chèques).
Levels of decision making
Applications are accepted at different levels of delegation depending on the score and the
initial amount of the loan. For the majority of loans granted to individuals the branch makes the final
decision.
Validation of applications
The information for each loan application is entered into the system at the point of sale. It is
later checked and validated by a specialised and independent unit of the branch located at the head
office, which cross checks the information contained in the file with the supporting documents and
checks that the documents have been signed. The validation team is also responsible for any
applicable registration of pledges and ownership clauses.
In addition to the systematic validation of each loan application, a specialist team within the
validation team, controls thoroughly a significant percentage of new loan applications for each point of
sale.
Management of performing loans and collection procedures
Performing loans are managed by the Client Relations Service (Direction des Services à la
Clientèle - 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 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).
The payment schedule is established on a monthly basis (the 5th, 10th, 15th, 20th, 25th or end
of the month) with a first scheduled payable after 30, 60 or 90 days depending on the grace period
chosen 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 could
refuse 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 of
more than €21,500. In this case, a penalty representing 6% of the outstanding loan still being due shall
be 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 its
due date. The loan is then considered in arrears and amicable collection procedures are automatically
started.
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.
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, 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.
If the overdue amount has not been paid within 90 days after the due date of the first overdue
instalment, 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 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 transfer to the litigation department (Recouvrement Contentieux) for enforcement
generally occurs within the month following the default (a maximum of 150 days maximum after the
due 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 automatically
or 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 still
possibly 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, the
case is then transferred to a management department dealing with long-term debt recovery cases. In
the event of insolvency of the Debtor, the file is left under surveillance and is re-examined on a regular
basis, 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 has
voluntarily 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 to
dealers or licensed garages. The decision to sell is made by the manager of the loan and occurs when
it 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 may
appear to be insolvent without being in default on loans granted by Crédipar (for example, no payment
is overdue). To trigger the Neiertz treatment at Crédipar, the Banque de France must have initially
accepted the case. The file is then marked in the database of Crédipar.
According to Crédipar Servicing Procedures, a receivable that is subject to a Neiertz
procedure 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, the
file is frozen and the test on number of days unpaid is not applied anymore. Only after issuance of a
restructuring plan including partial or full write-down of the receivable, the file will be classified as
defaulted 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 financing
products to customers of the two brands Peugeot and Citroën as well as floor-stock and replacement
parts financing for the two carmakers’ dealers. It is not involved substantially in any other type of
financing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for the
funding 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 Spain
being its key markets. However, Central Europe is playing an increasingly important role. It has a key
function in PSA Peugeot Citroën’s strategy to offer customers integrated products, financing and
service packages that meet their needs.
BPF strengthens relationships with car dealers by providing them with a full array of specially
tailored financing and services sales support systems.
BPF is also developing integrated products including such automobile-related services as
maintenance and extended warranties, whose subscription-based delivery makes them more attractive
to customers. These integrated products are also offered to buyers of used vehicles. BPF also offers
auto insurance through a programme with specialist partners that offers specific insurance solutions for
the Peugeot and Citroën brands.
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In terms of wholesale financing, BPF finances the new and replacement vehicles, parts
inventories of both the Peugeot and Citroën brands and all car dealer networks in the countries where
it operates, as well as meeting certain other working capital and equipment financing needs. BPF was
incorporated in France as PSA Finance Holding and established as a société anonyme on 15
December 1982 under registration number RCS PARIS B 325 952 224. BPF’s term of incorporation
will expire on 15 December 2081 unless extended or dissolved before such date. PSA Finance
Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequently to
Banque 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 bank
authorities (Commission Bancaire). BPF operates under articles L. 210-1 and following of the
Commercial Code (Code de commerce) and under articles L. 511-1 and following of the Monetary and
Financial Code (Code monétaire et financier).
BPF’s head office is located at 75, avenue de la Grande Armée, 75116 Paris, France. BPF is a
wholly-owned subsidiary of Peugeot S.A.
Its authorised and issued capital is currently
EUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par
value of EUR 16.
BPF’s shares are not listed on any stock market. Peugeot S.A.’s shares are listed on the
Eurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the International
SEAQ market in London and in the United States of America in the form of sponsored American
Depositary 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 new
marketing subsidiary in Turkey, with a local banking partner.
In January 2008, BPF extended its operations in Slovenia through a joint venture with a
banking partner.
In June 2008, BPF again set up business in Algeria. The company is 98%-owned by PSA
Financial Holding B.V. and 2% by Banque PSA Finance.
In June 2008, Banque PSA Finance increased the capital of its subsidiary PSA Assurance
S.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Malta
that owns two local insurance companies.
In July 2008, BPF set up in Croatia to develop financing business in the local market. The
company 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 its
operations in August 2010.
Banque PSA Finance in France
In France, the Banque PSA Finance group conducts its financing business with Sofira and the
retail financing network of Crédipar.
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Crédipar
The Compagnie Générale de Crédit aux Particuliers or Crédipar was set up in 1979 to take
over the financing companies of the Peugeot group and the subsidiaries of Sovac SCA specialised in
providing retail financing for customers of the Citroën dealer network. BPF has acquired the shares
that Sovac SCA held in Crédipar to become the sole shareholder of Crédipar. Crédipar is registered as
a credit institution. Crédipar and its subsidiaries provide financing services to purchasers of Peugeot
and Citroën cars. These financing services include redeemable automobile credits, leasing contracts
with purchase option and long-term leasing for new and used vehicles, personal loans, credit cards
and insurance products.
The total number of new vehicles financed by Crédipar rose to 242,991 in 2010 from 233,109
in 2009 (a 4.2% increase year on year). Its penetration rate, expressed as a percentage of new vehicle
registrations for both marques, therefore improved to 27.9% from 26.7% in 2009. The number of used
vehicles financed grew decreased 5.9% in 2010, to 82,025 units compared with 87,165 the previous
year. This decrease is mainly due to the car scrappage scheme. Overall, the total number of vehicles
financed 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 as
subscriber of the Residual Units, shall on a consolidated basis retain, on an ongoing basis, a material
net economic interest which, in any event, shall not be less than 5% of the nominal amount of the
securitised exposures. At the date of this Offering Memorandum such interest is retained in
accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as
amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital
Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of
20 February 2007 relating to capital requirements for credit institutions and investment firms, as
amended from time to time (the “2007 Order”)), by the holding all the Class B Notes and all the
Residual Units issued by the FCT in relation with the Compartment. As condition precedent to the
purchase 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 all
of 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 Residual
Units Subscription Agreement, Banque PSA Finance and Crédipar has:
(i)
adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements
Directive (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 the
provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements
Directive and make appropriate disclosures to the Noteholders about the retained net
economic interest in the securitisation transaction contemplated in this Offering Memorandum
and ensure that the Noteholders have readily available access to all materially relevant data as
required under paragraph 7 of article 122a of the Capital Requirements Directive (as
implemented 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 the
ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the
Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint
Lead Managers and the FCT to procure that Banque PSA Finance complies with such
undertaking.
An overview of the retention of the material net economic interest by Banque PSA Finance and
Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor
Report 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 the
information described above for the purposes of complying with article 122a of the Capital
Requirements 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 this
paragraph.
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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 the
issue of the Class B Notes shall be € 94,000,000, and the proceeds of the issue of the Residual Units
shall 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 Principal
Component 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 the
form (subject to completion and amendment) in which they will be set out in the Compartment
Regulations. These terms and conditions include summaries of, and are subject to, the detailed
provisions 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 the
Class A Notes, the “Notes“) shall be issued by the FCT in respect of the Compartment pursuant to the
General 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 are
subject to these terms and conditions (the “Conditions“). The Compartment will not issue any further
Notes after the Closing Date. These Conditions are the terms and conditions of the Notes, including
the Class A Notes.
Under a paying agency agreement entered into on or before the Closing Date (the “Paying
Agency 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 of
principal, 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, the
Paying Agency Agreement and the other Transaction Documents.
The holders of Class A Notes and all persons claiming through them or under the Notes are
entitled to the benefit of, and are bound by, the FCT Regulations, copies of which are available for
inspection 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 € 100,000
each.
The Class B Notes will be issued by the FCT in registered form in denominations of € 100,000
each.
The Rate of Interest on the Notes is the aggregate of the EURIBOR Reference Rate plus the
Relevant Margin as set out below:
Class of Notes
Relevant Margin
Class A Notes
0.90 per cent. per annum
Class B Notes
1.60 per cent. per annum
Interest on the Notes will be payable in arrear on each Payment Date. The Notes will at all
times be represented in book entry form (dématérialisée). No physical documents of title will
be issued in respect of the Notes.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due
and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be
paid on that date but on the immediately following Payment Date, in accordance with and
subject 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 (acting
as central depositary) which shall credit the accounts of Account Holders affiliated with
Euroclear France.
(c)
Title to the Class A Notes shall at all times be evidenced by entries in the books of the account
holders affiliated with the Clearing Systems, and a transfer of Class A Notes may only be
effected through registration of the transfer in the register of the account holders. Title to the
Class B Notes shall at all times be evidenced by entries in the register of the Custodian, and a
transfer of Class B Notes may only be effected through registration of the transfer in such
register.
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 the
Compartment and all payments of principal and interest on the Notes shall be made to the
extent 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 pari
passu basis, (ii) payments of interest in respect of the Class B Notes are subordinated to
payments of interest in respect of the Class A Notes and (iii) payments of interest in respect of
the Residual Units are subordinated to payments of interest in respect of the Notes of all
classes.
During the Amortisation Period, (i) payments of principal in respect of the Class A Notes shall
be made on a pro rata and pari passu basis, (ii) payments of principal in respect of the Class B
Notes 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 interest
in respect of the Class A Notes.
During the Accelerated Amortisation Period, the Class A Notes will be redeemed in full, on a
pro rata and pari passu basis, to the extent of the Available Distribution Amount on each
Accelerated Payment Date subject to the Accelerated Priority of Payments. After the
amortisation in full of the Class A Notes, the Class B Noteholders will receive payment of
principal and interest to the extent of the Available Distribution Amount and subject to the
Accelerated Priority of Payments.
During the Accelerated Amortisation Period, no payment of interest or principal in respect of
the 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, on
each Monthly Payment Date, apply the Available Distribution Amount in accordance with the
following Priorities of Payments, as determined by the Management Company pursuant to the
terms 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 each
case, only to the extent that all payments 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 calculated by the Management Company on previous Monthly
Payment 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 any
Swap Termination Amount (other than the Senior Swap Subordinated Termination
Payments (if any) due to the Interest Rate Swap Counterparties under the Interest
Rate Swap Agreements and, as the case may be, in priority to such payment, payment
on a pro rata and pari passu basis of Net Swap Amounts Arrears and Swap
Termination Amount Arrears calculated by the Management Company on previous
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 in respect of the Monthly Interest Period ending on such Monthly Payment
Date together with the remuneration of the Paying Agent and, in priority to such
payment, payment on a pro rata and pari passu basis of any Class A Notes Interest
Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by
the Management Company on previous Monthly Payment Dates and remaining 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 of the General Reserve Account to be at least equal to the General
Reserve Required Amount applicable 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 Amount as 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 Interest Rate 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 Payments Arrears (if any) calculated by the
Management Company on the previous Monthly Payment Dates and 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 Swap Termination Amount due to the Junior Swap Provider under the
Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap
Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap
Termination Amount Arrears calculated by the Management Company on the 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 in respect of the Monthly Interest Period ending on such Monthly Payment
Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall,
calculated by the Management Company on previous Monthly Payment Dates and
remaining due and unpaid on such Monthly Payment Date;
(i)
if on such Monthly Payment Date the General Reserve is higher than the General
Reserve Required Amount, the Management Company shall instruct the Custodian
and 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 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, plus any Monthly Deferred Principal due and payable on preceding Monthly
Payment 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 the
Interest Component Purchase Price of the Receivables purchased on the First
Purchase Date and (y) in respect of the subsequent Monthly Payment Dates, payment
to the Seller of the Interest Component Purchase Price of the Receivables purchased
on the penultimate Purchase Date prior to such Monthly Payment Date and, in priority
thereto, payment to the Seller of the Interest Component Purchase Price or portion of
Interest Component Purchase Price of any Receivables purchased on any 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 the Residual Units.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the
General Collection 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 items otherwise due and payable on that Payment Date will be
paid on the immediately following Payment Date, in accordance with and subject to the then
applicable Priority of Payments.
(ii)
Principal Priority of Payments
During the Revolving Period and the Amortisation Period, the Available Principal Amount
standing to the credit of the Principal Account (together with the amounts credited by debiting
the Interest Account in accordance with item (e) of the Interest Priority of Payments) will be
applied on each Monthly Payment Date by the Management Company towards the following
priority of payments but only to the extent that all payments or provisions of a higher priority
due 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 not
paid in full thereunder after application of Available Interest Amount in accordance with
the Interest Priority of Payments and always 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 each Receivables purchased on the Subsequent Purchase Date falling
immediately prior to such Monthly Payment Date to the Seller, to the extent where that
Principal Component Purchase Price has not been 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 a pro 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 to the extent not paid in full thereunder after the application of the
Available 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 B
Noteholders;
(f)
payment of the Compartment Liquidation Surplus to the holders of the Residual Units
on the Compartment Liquidation Date.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, on a Reduced Payment Date, no payment shall be made under the
above Principal Priority of Payments and items otherwise due and payable on that Payment
Date shall be paid on the immediately following Payment Date, in accordance with and subject
to the then applicable Priority of Payments.
(iii)
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 will be applied in the following priority of payments after the transfer of all
amounts standing to the credit of the General Reserve Account together with all monies
standing to the credit of the Principal Account and the Interest Account (if any) onto the
General Collection Account:
(a)
payment of the Compartment Expenses and, in priority to such payment, payment of
any Compartment Expenses Arrears calculated by the Management Company on
previous 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 to
the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements
together with the Swap Termination Amount (if any) in respect of any terminated
Interest Rate Swap Agreement (other than the Senior Swap Subordinated Termination
Payments (if any)) and, as the case may be, in priority to such Net Swap Amounts and
Swap Termination Amount, payment of any Net Swap Amount Arrears and Swap
Termination Amount Arrears calculated by the Management Company on the previous
Payment 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 the Interest Period ending on such Payment Date together with the
remuneration of the Paying Agent a and, in priority to such payment, payment on a pro
rata and pari passu basis of any Class A Notes Interest Shortfall and (together with
any arrears of remuneration of the Paying Agent) calculated by the Management
Company on the previous Payment Dates and remaining due on such Accelerated
Payment Date;
(d)
transfer to the credit of the General Reserve Account of such amount as is necessary
for the credit of the General Reserve Account to be at least equal to the General
Reserve Required Amount applicable 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 Amount (if any) due to the
relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap
Agreement and pari passu with such payment, payment of the Senior Swap
Termination Subordinated Payments Arrears (if any) calculated by the Management
Company on the previous Payment Dates and remaining due on such Accelerated
Payment Date;
(g)
payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of
any 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 Swap
Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap
Termination Amount Arrears calculated by the Management Company on the previous
Payment Dates and remaining due on such Accelerated Payment Date;
(iv)
(h)
payment on a pro rata and pari passu basis of the Class B Interest Amounts due in
respect 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 and
arrears of the remuneration of the Paying Agent calculated by the Management
Company on the previous Payment Dates and remaining due on 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 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 General
Reserve Required Amount, the Management Company shall instruct the Custodian
and the Compartment Account Bank to return to Crédipar as reimbursement of the
General Reserve Cash Deposit an amount equal to the excess of (x) the current
General Reserve over (y) the General Reserve Required Amount; and
(n)
on the Compartment Liquidation Date, payment to the holder of the Residual Units of
an amount equal 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 on the Receivables allocated to the Notes.
Pursuant to the Compartment Regulations, on each Calculation Date during the Revolving
Period and the Amortisation Period, the Management Company shall calculate the Principal
Deficiency Amount with respect to each Payment Date.
An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the
Interest Account to the Principal Account on each Payment Date during the Revolving Period
and 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 to
zero 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 will
be payable monthly in arrears with respect to each Monthly Interest Period corresponding to
th
the 25 day 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 Payment
Date shall be postponed to the next day which is a Business Day unless such Business Day
falls in the next calendar month, in which case the Monthly Payment Date shall be brought
forward to the immediately preceding Business Day. The first Monthly Payment Date shall be
th
the 26 day of September 2011.
By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due
and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be
paid on that date but on the immediately following Payment Date, in accordance with and
subject 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 the
Notes will be payable, according to the provisions of paragraph (d) below, monthly in arrear on
th
each Accelerated Payment Date, being the 25 day 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 the
Final Legal Maturity Date. If any Accelerated Payment Date falls on a day which is not a
Business Day, such Accelerated Payment Date shall be postponed to the next day which is a
Business Day unless such Business Day falls in the next calendar month in which case the
Accelerated Payment Date shall be brought forward to the immediately preceding Business
Day.
(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 Revolving
Period and the Amortisation Period, being any period beginning on (and
including) the previous Monthly Payment Date and ending on (but excluding) the
next Monthly Payment Date; or
(ii)
a Monthly Interest Period, for any Accelerated Payment Date during the
Accelerated Amortisation Period, being any period beginning on (and including)
the previous Accelerated Payment Date and ending on (but excluding) the next
Accelerated Payment Date,
save for the first Monthly Interest Period, which shall begin on (and include) the Closing
Date and shall end on (but exclude) the first Monthly Payment Date. The last Interest
Period shall end on (and exclude) the earlier of: (i) the date on which the Principal
Amount Outstanding of each class of Notes is zero; and (ii) the Final Legal Maturity
Date.
(b)
Interest shall cease to accrue on any Note:
(i)
on the date on which the Principal Amount Outstanding on such Note is reduced
to 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 Company
on each Interest Rate Determination Date in respect of the relevant Interest Period on the basis of the
following paragraphs.
The Rate of Interest applicable to the Notes in respect of each Interest Period will be the
aggregate 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 first
Interest Period, the annual rate resulting from the linear interpolation of 2 month
EURIBOR and 3 month EURIBOR) in respect of each Monthly Interest Period during the
Revolving Period, the Amortisation Period and the Accelerated Amortisation Period.
(ii)
The Relevant Margin is:
Class of Notes
Relevant Margin
Class A Notes
Class B Notes
0.90 per cent. per annum
1.60 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 Rate
of Interest applicable to, and calculate the amount of interest payable in respect of, each Note
on 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 be
calculated 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 of
a Note of the corresponding class of Notes on the first day of the relevant
Interest Period;
(ii)
multiplying the product by the actual number of days in the related Interest
Period;
(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 class
of Notes.
The Management Company will promptly notify the applicable Rate of Interest and the interest
amount due in respect of each class of Notes for the Interest Period corresponding to the next
Payment Date to the Paying Agent.
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By way of exception to the above and notwithstanding any provision to the contrary in any
Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due
and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be
paid on that date but on the immediately following Payment Date, in accordance with and
subject 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 Initial
Principal Amount of that Note less the aggregate amount of all Class A Principal Payments or
the Class B Principal Payments (as applicable) paid in respect of that Note prior to such date
and on such Payment Date. The Class A Principal Payments and the Class B Principal
Payments (as applicable) relating to each class of Notes will be calculated by the Management
Company in accordance with the applicable amortisation formula during the Amortisation
Period 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 the
Management Company (in the absence of wilful misconduct, bad faith or manifest error) are
binding 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 an
Interest Rate Swaps Agreement governed by a FBF Master Agreement, pursuant to which each
Interest Rate Swap Counterparty is obliged to pay on each separate Payment Date the Floating
Amount to the Compartment, and the Compartment, will pay on each applicable Payment Date, the
Fixed 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 Offering
Memorandum).
4.
Redemption
(a)
Revolving Period
During the Revolving Period the Noteholders will only receive payments of interest on their
Notes on each Monthly Payment Date (subject to and in accordance with the applicable Priority of
Payments) and will not receive any payments of principal except in the case of a Partial Early
Amortisation.
(b)
Partial Early Amortisation
Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation
Event having occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective
Outstanding Balances of the Performing Receivables, as calculated on the Determination Date
immediately preceding each such Purchase Dates (including the aggregate of the Effective
Outstanding 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 Initial
Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on
the immediately following Monthly Payment Date, the Class A Notes and the Class B Notes will be
subject 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 an
exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes
and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial
151
amortisation of the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount
Outstanding of the Class A Notes and of the Class B Notes.
For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial
Principal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basis
for 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), the
Notes shall be subject to redemption on each Monthly Payment Date falling after the end of the
Revolving Period (subject to the occurrence of any Accelerated Amortisation Event) sequentially as
follows:
(i)
first, in redeeming on a pari passu basis the Class A Notes until no Class A Note
remains 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 of
Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding
of 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 to
mandatory redemption on each Accelerated Payment Date on or after the date on which the
Accelerated Amortisation Event has occurred sequentially as follows:
(i)
first, in redeeming on a pari passu basis the Class A Notes until no Class A Note
remains 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 of
Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding
of 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 Management
Company 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 in
respect of each class of Notes on such Monthly Payment Date; and
(C)
the Principal Amount Outstanding of each class of Notes on such Monthly Payment
Date.
The Available Amortisation Amount in respect of each class of Notes as at each Monthly
Payment 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 and
the 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 Monthly
Payment Date falls in September 2011) and (ii) is the aggregate of the Effective Outstanding
Balances of all Performing Receivables as calculated on the immediately preceding
Determination Date. The Class A Principal Payment and the Class B Principal Payments
payable on each Monthly Payment Date to the Noteholders of each relevant class of Notes will
be calculated by the Management Company in accordance with the following amortisation
formula:
(A)
for as long as any Class A Note remains outstanding, the Available Amortisation
Amount will be applied on a pari passu basis to the Class A Principal Payment up to the
Principal Amount Outstanding of the Class A Notes as at the previous Monthly
Payment Date; and
(B)
for so long as any Class B Note remains outstanding, 100 per cent. of the Available
Amortisation Amount (after deduction of all Class A Principal Payments payable to
Class A Noteholders on such Monthly Payment Date) will be applied to the Class B
Principal Payment up to the Principal Amount of the Class B Notes as at the previous
Monthly Payment Date.
The Class A Principal Payment and the Class B Principal Payment payable on each Monthly
Payment Date to the Noteholders of each relevant class of Notes will be equal to the Class A
Principal Payment or the Class B Principal Payments (as applicable) divided by the number of
Notes of that Class (rounded to the nearest euro), provided that in respect of such class of
Notes no Class A Principal Payment or Class B Principal Payment (as applicable) shall
exceed the relevant Principal Amount Outstanding of the relevant Note, as calculated by the
Management Company as at the previous Monthly Payment Date.
By way of exception to the above, on a Reduced Payment Date, the Notes shall not be
redeemable 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 the
date on which an Accelerated Amortisation Event occurs and until the earlier of (i) the date on
which the Principal Amount Outstanding of the Notes of the relevant Class is reduced to zero
and (ii) the Final Legal Maturity Date:
(A)
the Class A Notes shall be repaid on a pari passu basis to the extent of the Available
Distribution 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 Interest
Amount and any Class A Notes Interest Shortfall have been paid in full to the Class A
Noteholders the Class B Notes shall be repaid to the extent of the Available Distribution
Amount on each such Accelerated Payment Date on and following such time until
redeemed in full, and subject to the Accelerated Priority of Payments.(iii) No purchase
of Notes by the FCT
In accordance with article L. 214-43 of the Monetary and Financial Code, no Noteholder shall
be 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 previously
redeemed, the Notes of each class shall be redeemed on that date.
153
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 in
Euro by the Paying Agent on each applicable Payment Date up to the amount
transferred by the Management Company (or the Compartment Account Bank acting
upon the instructions of the Custodian and the Management Company) to the Paying
Agent by debiting the Principal Account in respect of payments of principal and by
debiting the Interest Account and, if necessary, the General Reserve Account and
ultimately 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 A
Noteholders 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 the
relevant 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 be
paid in Euro by the Management Company on each applicable Payment Date:
(a)
(b)
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
during the Accelerated Amortisation Period: in respect of payments of interest
and principal, by debiting the General Collection Account,
to the extent of the Available Distribution Amount and subject to the applicable
Priorities of Payments.
The payments in respect of the Class B Notes will be made by the Management
Company to the Custodian as holder the register of the Class B Notes and the
Custodian will in its turn pay each holder of such Class B Notes as identified in the
register of the Custodian.
(iii)
Tax
All payments of principal and/or interest in respect of the Notes will be subject to
applicable tax laws in any relevant jurisdiction.
Payments of principal and interest in respect of the Notes will be made net of any
withholding tax or deductions for or on account of any tax applicable to the Notes in
any relevant state or jurisdiction, and neither the FCT nor the Paying Agent are under
any obligation to pay any additional amounts as a consequence of any such
withholding or deduction.
154
(b)
Initial Paying Agent (in respect of the Class A Notes only)
(i)
The initial Paying Agent is:
CACEIS Corporate Trust
1-3, place Valhubert
75013 Paris
France
(ii)
Under the Paying Agency Agreement:
(a)
the Management Company may on 30-days prior written notice terminate the
appointment 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 the
Management Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular
but without limitation that a new paying agent has been appointed. Notice of any
amendments to the Paying Agency Agreement shall promptly be given to the
Noteholders 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 a
Business Day, then the holders of such Notes shall not be entitled to payment of the amount
due until the next following Business Day unless that day falls in the next calendar month, in
which case the due date for such payment shall be the first preceding day that is a Business
Day.
6.
Prescription
After the Final Legal Maturity Date, any part of the nominal value of the Notes of any class or
of the interest due thereon which remains unpaid will be automatically cancelled, so that no
Noteholder, after such date, shall have any right to assert a claim in this respect against the
FCT and the Compartment, regardless of the amounts which may remain unpaid after the
Final 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 respective
common 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 will
be the case for the Class B Notes on the Closing Date), the rights, powers and authority of the
relevant 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
236 of 23 March 1967, as amended and codified in the
extent such provisions are applicable, given that the FCT,
titrisation, has no legal personality, and is subject to the
Regulations and the Compartment Regulations; and
155
the French decree no. 67Commercial Code, to the
being a fonds commun de
provisions of the General
(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 of
Notes (each a “Noteholders’ Meeting”) and resolutions passed at any Noteholders’ Meeting
and any other decision to be published pursuant to French laws and regulations will be
published 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 of
article L. 228-46 and article L.228-47 of the Commercial Code represented by one
representative (each a “Noteholder Representative“). The relevant Masse alone, to the
exclusion 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 class
of Notes.
(c)
Noteholder Representative
(i)
Appointment
Any person of French nationality or any citizen of any EU Member State resident in France
may be appointed as a Noteholder Representative, provided that the following persons may
not 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 Management
Company and/or the Custodian or in respect of which the Management Company
and/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 their
ascendants, descendants and spouses; and
(F)
the persons to whom the practice of banker is forbidden or who have been deprived of
the 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 A
Noteholder Representative”):
Chantal GUERIN
Cour des petites écuries
77185 Lognes
France
156
Deputy:
Françoise POUYMAYOU
66 rue Claude Monnet
94880 Noiseau
France
In the event of death, resignation, retirement or revocation of a Noteholder Representative, a
substitute Noteholder Representative will be appointed by a Noteholders’ Meeting in respect of
the relevant class of Notes.
Any interested party shall have the right to obtain the name and address of a Noteholder
Representative 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 the
relevant Noteholders’ Meeting, have the power to make all decisions of management in order
to defend the common interests of the Noteholders of the relevant class of Notes. All legal
proceedings against the Noteholders of a class of Notes or initiated by them must be brought
against the relevant Noteholder Representative or by it. Any legal proceedings that are not
brought in accordance with this provision shall not be legally valid. Neither the Noteholders of
a class of Notes nor a Noteholder Representative shall be entitled to interfere in the
management of the affairs of the FCT.
(iii)
Annual fee
The Compartment will pay an annual fee to each Noteholder Representative in an amount
equal to € 300 (VAT excluded) or to be agreed on the appointment of the relevant Noteholder
Representative. Such annual fee shall be paid on the Compartment Establishment Date and
thereafter, on the Payment Date falling on or about each anniversary date of the Compartment
Establishment Date.
(d)
Noteholders' Meetings
(i)
Convocation of a Noteholders’ Meetings
Noteholders’ Meetings shall be held in France and at any time, upon convocation by the
relevant 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 the
outstanding Notes of that class may address to the relevant Noteholder Representative with a
copy to the Management Company, a demand for convocation of a Noteholders’ Meeting in
respect 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 commission
one of them to petition the competent court in Paris to appoint an agent (mandataire) who will
call the Noteholders’ Meeting.
Notice of the date, hour, place, agenda and quorum requirements of any Noteholders’ Meeting
will be notified as provided in Condition 8 (Notices) not less than fifteen (15) calendar days
prior to the date of the relevant Noteholders’ Meeting for the first convocation and not less than
ten (10) calendar days in the case of a second convocation prior to the date of the reconvened
Noteholders’ Meeting.
Each Noteholder of a particular class of Notes shall have the right to participate in any
Noteholders’ Meeting in respect of that class of Notes in person or by proxy. Each Note of a
class carries the right to one vote in respect of that class of Notes.
157
Any Noteholders’ Meeting not convened in accordance with the foregoing provisions shall
nonetheless be validly convened if all the Noteholders of the relevant class of Notes are
present or represented at the Noteholders' Meeting.
(ii)
Powers of Noteholders’ Meetings
Noteholders’ Meetings are entitled to deliberate on the dismissal and replacement of the
relevant Noteholder Representative, all measures intended to ensure the defence of the
Noteholders of a class of Notes, any other common matter relating to a class of Notes and the
Conditions relating thereto and on any proposal aimed at amending the Conditions in respect
of that class of Note, it being specified that Noteholders’ Meetings may not increase the
obligations of the Noteholders of the relevant class of Note, establish unequal treatment
between those Noteholders nor alter the obligations of the Noteholders of the other class of
Notes.
(iii)
Quorum and majority rules
Noteholders’ Meetings may deliberate validly on first convocation only if the Noteholders of the
relevant class of Notes present or represented hold at least one fifth of the principal amount
outstanding 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 the
Noteholders 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 class
of Notes shall have the right, during the fifteen (15) calendar day period preceding the holding
of a Noteholders’ Meeting in respect of the relevant class of Notes, to consult or make a copy
of the text of the resolutions which will be proposed and of the reports which will be presented
at such Noteholders’ Meeting which will be available for inspection at the head office of the
Management Company and at the specified office of the Paying Agent and at any other place
as specified in the notice for that Noteholders’ Meeting.
(v)
Expenses
The Compartment will pay all reasonable expenses relating to any notice and publication
made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of
each Masse, including reasonable expenses relating to the calling and holding of Noteholders’
Meetings in respect of each class of Notes, and all reasonable administrative expenses
resolved upon by a Noteholders’ Meeting.
8.
Notice to Noteholders
Notices may be given to Noteholders in any manner deemed acceptable by the Management
Company provided that for so long as the Class A Notes are listed on the Paris Stock
Exchange (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 its
website or through any appropriate medium.
All such notices shall be notified to the Rating Agencies and the Autorité des Marchés
Financiers.
158
In the event that the Management Company declares the dissolution of the Compartment after
the occurrence of a Compartment Liquidation Event, the Management Company will notify
such decision to the Noteholders within ten (10) Business Days. Such notice will be in
accordance with the rules of Euronext Paris. The Management Company may also notify such
decision on its website or through any appropriate medium.
Noteholders will be deemed to have received notices made in accordance with this Condition 8
three (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 respect
of the Notes, the amounts available to make payments of principal and interest in respect of
any 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 to
the Notes of such class and any payment due under the Interest Rate Swap Agreements
which ranks ahead of payments in respect of the Notes of such class in accordance with the
relevant Priority of Payments, are insufficient to pay in full any amount of principal and/or
interest which is then due and payable in respect of the Notes of such class, any arrears
resulting therefrom shall be payable on the following Payment Date subject to the applicable
Priority of Payments and to the extent of the Available Distribution Amount received from the
Assets Allocated to the Compartment.
10.
Further Issues
Under the Compartment Regulations, the FCT will not issue any further Notes after the Closing
Date 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 in
accordance with French law.
(b)
Submission to Jurisdiction
All claims and disputes in connection with the Notes and the Compartment Regulations shall
be subject to the exclusive jurisdiction of the French courts having competence in commercial
matters.
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FRENCH TAXATION REGIME
The following is a summary limited to certain tax considerations in France relating to the Class
A Notes that may be issued by the FCT and specifically contains information on taxes on the income
from the securities withheld at source. This summary is based on the laws in force as of the date of
this Offering Memorandum and are subject to any changes in law. It does not purport to be a
comprehensive description of all the tax considerations which may be relevant to a decision to
purchase, own or dispose of the Class A Notes. Each prospective holder or beneficial owner of Notes
should consult its tax adviser as to the tax consequences of any investment in or ownership and
disposition of the Class A Notes.
French tax treatment
Following the enactment of the French Amended Finance Act for 2009 (loi de finances
rectificative pour 2009) # 2009-1674 dated 30 December 2009 (the “Law”), payments of interest and
other income made by the FCT with respect to the Class A Notes will not be subject to the withholding
tax set out under article 125 A III of 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-Cooperative State”). If such payments under the Class A Notes are
made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to
certain exceptions summarised below and the more favourable provisions 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
the FCT can prove that the principal purpose and effect of a particular issue of Class A Notes was not
that 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 tax
authorities dated 22 February 2010, an issue of Class A Notes will benefit from the Exception without
the FCT having to provide any proof of the purpose and effects of such issue of Class A Notes is such
Class A Notes are:
(i)
offered by means of a public offer within the meaning of Article L.411-1 of the Monetary and
Financial Code or pursuant to an equivalent offer in a State or territory other than a NonCooperative State (for this purpose, an "equivalent offer" means any offer requiring the
registration or submission of 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
system 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 services
provider or a similar foreign entity, and (c) such market operator, investment services provider
or 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 securities
clearing and delivery and payments systems operator within the meaning of Article L.561-2 of
the Monetary and Financial Code, or of one or more similar foreign depositaries or operators
provided 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 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
the Class A Notes will be made free from any withholding or deduction for or on account of any tax
imposed in France.
However, these principles are not exhaustive and may be modified by any legislative or
regulatory amendment or any change in their implementation introduced by tax authorities after the
date 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 a
subscription or purchase, holding, or transmission of offered Class A Notes under French law and any
other applicable laws.
Payments of principal and interest in respect of the Class A Notes shall be made net of any
withholding tax (if any) applicable to the Class A Notes in the relevant State or jurisdiction and neither
the FCT nor the Paying Agent shall be under any obligation to gross up such amounts or to pay any
additional 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 other
Member States details of payments of interest and other similar income paid by a person to an
individual in another Member State, except that Austria and Luxembourg will instead impose a
withholding 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 law
under article 242 ter of the Tax Code and articles 49 I ter to 49 I sexies of the Schedule III to the Tax
Code.
These provisions impose on paying agents based in France an obligation to report to the
French tax authorities certain information with respect to interest payments made to beneficial owners
domiciled in another Member State (or certain territories), including, among other things, the identity
and address of the beneficial owner and a detailed list of the different categories of interest (within the
meaning 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 accordance
with the provisions of the Compartment Bank Account Agreement, will open the following bank
accounts in the name of the FCT with the Compartment Account Bank:
(A)
the General Collection Account which shall be:
(i)
(B)
credited with, on the Closing Date:
(A)
the proceeds of the Class A Notes by (i) the Joint Lead Managers (as
underwriters of a portion of Class A Notes) and (ii) the Initial Subscriber (as
subscribers of a portion of Class A Notes);
(B)
the proceeds of the Class B Notes by Banque PSA Finance (as subscriber of
the Class B Notes) and the proceeds of the Residual Units by Crédipar (as
subscriber of the Residual Units); and
(C)
the collections received from the Initial Selection Date to the First Purchase
Date, in relation with the Receivables purchased on such First Purchase Date;
(ii)
debited by, on the First Purchase Date, the Principal Component Purchase Price of
the Initial Receivables;
(iii)
credited with, by no later than five (5) Business Days after their credit to the Specially
Dedicated Bank Account, any amount of Available Collections standing to the credit of
the Specially Dedicated Bank Account;
(iv)
credited with, on each Payment Date, any amount required to be transferred on such
date from the Commingling Reserve Account;
(v)
debited by, on each Monthly Payment Date during the Revolving Period and the
Amortisation Period (other than a Reduced Payment Date), any amount to be
transferred 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 during
the Accelerated Amortisation Period, any amount payable out of the monies standing
to the credit of the General Collection Account, pursuant to the Accelerated Priority of
Payments;
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 Principal
Collections received during the immediately preceding Collection Period, provided that
any Available Collection in relation to which the Management Company has not
received confirmation from the Servicer (whether in the Monthly Servicer Report or
otherwise) as to whether they constitute or not Available Principal Collections shall be
kept to the credit of the General Collection Account on the relevant Monthly Payment
Date notwithstanding any provision to the contrary in the Transaction Documents;
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(C)
(D)
(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 Interest
Priority of Payments, as calculated by the Management Company;
(iii)
debited by, on each Monthly Payment Date during the Revolving Period and the
Amortisation Period (other than a Reduced Payment Date), any amounts payable out
of the moneys standing to the credit of the Principal Account, pursuant to the Principal
Priority of Payments;
the Interest Account which shall be:
(i)
credited with, on each Monthly Payment Date during the Revolving Period and the
Amortisation Period (other than a Reduced Payment Date), the Available Interest
Collections (after crediting the Principal Account according to the provisions of
paragraph (B)(i) above);
(ii)
credited with, on each Monthly Payment Date during the Revolving Period and the
Amortisation Period, any other amounts which together with (i) form the Available
Interest Amount (it being agreed for the avoidance of doubt, that in respect of the
General Reserve, only amounts effectively used in the Interest Priority of Payments will
be transferred to the Interest Account), provided that any Available Collection in
relation to which the Management Company has not received confirmation from the
Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they
constitute or not Available Interest Collections shall be kept to the credit of the General
Collection Account on the relevant Monthly Payment Date notwithstanding any
provision to the contrary in the Transaction Documents;
(iii)
debited by, on each Monthly Payment Date during the Revolving Period and the
Amortisation Period (other than a Reduced Payment Date), any amounts payable out
of the monies standing to the credit of the Interest Account, pursuant to the Interest
Priority of Payments; and
(iv)
debited in full, on the Monthly Payment Date immediately preceding the first
Accelerated Payment Date of the Accelerated Amortisation Period, by the transfer of
all monies standing to its credit to the General Collection Account;
the General Reserve Account which shall be:
(i)
credited by the Seller with, on the Closing Date, the amount of the General Reserve
Cash Deposit;
(ii)
credited, on any Monthly Payment Date (other than a Reduced Payment Date), with an
amount 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 with
item (d) of the Interest Priority of Payments;
(iii)
credited on any Accelerated Payment Date, with an amount equal to (x) the excess (if
any) of the General Reserve Required Amount over (y) the current General Reserve
pursuant to the Accelerated Priority of Payments;
(iv)
debited, on any Monthly Payment Date (other than a Reduced Payment Date), of an
amount equal to (x) the excess (if any) of the current General Reserve over (y) the
General Reserve Required Amount, which amount shall be credited on the Interest
Account;
(v)
debited, as the case may be, by, on each Monthly Payment Date), any amounts
payable out of the moneys standing to the credit of the General Reserve Account
pursuant 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 for
the credit standing to the Commingling Reserve Account to be at least equal to the
Commingling Reserve Required Amount applicable on the Closing Date;
(ii)
if, on any Monthly Settlement Date, the Commingling Reserve needs to be adjusted in
order to comply with the Commingling Reserve Required Amount:
(a)
credited by the Servicer on that Monthly Settlement Date with the necessary
amounts in order for the credit standing to the Commingling Reserve Account
to be at least equal to the Commingling Reserve Required Amount applicable
on that Settlement Date; or
(b)
debited by the Management Company on the immediately following Payment
Date, in order to repay the Commingling Reserve Decrease Amount to the
Servicer,
it being understood that all amounts of interest received from the investment of the
Commingling Reserve and standing, as the case may be, to the credit of the
Commingling Reserve Account, shall not be taken into account; and
(iii)
debited in the event of a breach by the Servicer of its financial obligations (obligations
financières) under the Master Servicing Agreement, up to the amount of the breached
financial 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 the
FCT, the Management Company will open a separate account (the “Collateral Cash Account”) in
which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the
form of securities is provided, the Management Company will be required to open a custody account in
which such securities provided 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
transfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap
Counterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upon
termination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest Rate
Swap 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 the
applicable Priority of Payments and/or (ii) be used outside the application of any Priority of Payments
to pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter into
a new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of the
foregoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of
Payments.
Release of the Commingling Reserve
Upon liquidation of the Compartment and subject to the Servicer having complied in full with its
financial obligations (obligations financières) under the Master Servicer Agreement, the amount
standing to the credit of the Commingling Reserve Account will be released and retransferred directly
to the Servicer.
Allocation of the Compartment Accounts
Each of the above Compartment Accounts is exclusively allocated by the Management
Company 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 can
be used, directly or indirectly, for the operation or payment of any cash flow in respect of any other
compartment of the FCT that may be established from time to time by the Management Company and
the 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 amounts
credited to the Compartment Accounts can be (i) allocated, subject to the applicable Priority of
Payments, to the purchase of Purchased Receivables from the Seller during the Revolving Period and
to the payment of the corresponding Purchase Price (except for the Commingling Reserve Account
and the General Reserve Account), (ii) allocated to the payment of the Compartment Expenses, the
principal and interest amounts due in respect of the Notes and to the payment of any amounts due to
the Interest Rate Swap Counterparties (including, without limitation, any Net Swap Amounts, Net Swap
Amount 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 15
Business Days, 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 the
Management Company and the Custodian,
provided that the conditions precedent set out therein are satisfied (and in particular but without
limitation that a new compartment account bank with the Account Bank Required Ratings has been
appointed).
Governing Law
The Compartment Bank Account Agreement is governed by French law and all claims and
disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent
courts 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 Management
Company will give such instructions as are necessary to the Custodian and the Compartment Bank to
ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the
manner 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 Compartment
Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying
Agent , the Junior Swap Provider and the Data Protection Agent has undertaken irrevocably to waive
any right of contractual recourse whatsoever which it may have against the Compartment and more
generally the FCT in respect of the establishment and the operation of the Compartment.
Pursuant to Class A Notes Underwriting and Subscription Agreement, the Joint Lead
Managers and the Initial Subscribers have (a) expressly and irrevocably acknowledged that their rights
over the assets of the FCT are limited to the assets 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 irrevocably acknowledged that they shall have no rights in any assets
allocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all their
rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any
means.
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 the
assets 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 irrevocably
acknowledged that they shall have no rights in any assets allocated to any other compartment of the
FCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned in
paragraph (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 give
certain 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. Without
prejudice to such representations and warranties, the Seller does not guarantee the solvency of the
Debtors or the effectiveness of the related Ancillary Rights (see Section “DESCRIPTION OF THE
AUTO 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 Rate
Swap Counterparty, according to the provisions of the FBF Master Agreement of July 2007, with the
exclusive 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 difference
between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to the
Class A Notes, on each relevant Payment Date and (b) the fixed interest rate payments received in
respect of the Receivables allocated to the Compartment.
Each FBF Master Agreement (as amended and supplemented by the relevant schedules and
confirmation) is governed by French law. All claims and disputes relating thereto shall be subject to
the 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 Swap
Counterparties will pay to the FCT, on each relevant Payment Date, the Net Swap Amount (as
calculated on the basis of the Floating Amount and the Fixed Amount) severally but not jointly (sans
solidarité) 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 relevant
Priority of Payments.
Notional Amount
The Swap Notional Amount of the transaction entered into under the Interest Rate Swap Agreements
will 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 Balance
of the Performing Receivables on the Determination Date immediately preceding the Payment
Date on or immediately preceding such day and (y) the aggregate of the Principal Amount
Outstanding 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 be
will have the right, to terminate the Interest Rate Swap Agreements early in the following
circumstances:
(a)
upon the occurrence of any of the following events: (i) the entire issue of Notes and Residual
Units 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 Initial
Subscribers, the Class B Subscriber and the Seller (in its capacity as subscriber of the
Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of
the Notes and the Residual Units; and (bb) the total amount of the amounts received in respect
of the Notes and the Residual Units, for any reason whatsoever, is less than the entire Initial
Purchase 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 the
Events of Defaults described in the Interest Rate Swap Agreement where the Interest Rate
Swap counterparty is the defaulting party or of any of the Changes in Circumstances described
in the Interest Rate Swap Agreement where the Interest Rate Swap counterparty is the
affected party.
Each Interest Rate Swap Counterparty will have the right to terminate the Interest Rate Swap
Agreement 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 Transaction
Documents affecting the amount, timing or priority of payments is amended without the
consent of the Interest Rate Swap Counterparty, or any provision of the Transactions
Documents is amended without the consent of the Interest Rate Swap Counterparty where the
Seller holds all the Notes; or (ii) the Management Company announces its intention to liquidate
the 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 the
article 7.1.1.1 of the Interest Rate Swap Agreement or of any of the Changes in Circumstances
described 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, the
FCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the other
party.
In case the Interest Rate Swap Counterparty is the defaulting party, the amount of any such
termination 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 be
based 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, cost
of funding, or loss or cost incurred as a result of terminating, liquidating, obtaining or re-establishing
any hedge or related trading position. The non-defaulting party’s legal expenses and out-of-pocket
expenses incurred enforcing or protecting its rights under the Interest Rate Swap Agreement are
excluded from the calculation of loss.
In case of early termination, the Senior Swap Subordinated Termination Payments will rank
lower in priority than payments to the holders of the Class A Notes pursuant to the Priorities of
Payments.
Tax Gross-up
In the event that the FCT is obliged, at any time, to deduct or withhold any amount for or on
account of any withholding tax from any sum payable by the FCT under either Interest Rate Swap
Agreement, the FCT is not liable to pay to the relevant Interest Rate Swap Counterparty any such
additional amount. For the avoidance of doubt, the non-payment by the FCT of any such additional
amount will not entitle the relevant Interest Rate Swap Counterparty to terminate the Interest Rate
Swap Agreement.
If any of the Interest Rate Swap Counterparties is obliged, at any time, to deduct or withhold
any 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 Management
Company as soon as possible of such Change of Circumstances (as such term is defined in the
relevant Interest Rate Swap Agreement) and (ii) pay such additional amount to the FCT that, when
considering that amount of deductions required to be made by relevant Interest Rate Swap
Counterparty or of withholding tax payable by relevant Interest Rate Swap Counterparty, would result
in the FCT receiving the amount that it would have received had no such deductions be made or
withholding been paid.
In both cases referred to in the two paragraphs above, the parties shall attempt in good faith
for a period of 30 days to find a mutually satisfactory solution to avoid such deduction or withholding as
follows:
(a)
the parties to the relevant Interest Rate Swap Agreement shall use their reasonable efforts to
amend, modify or restructure the interest rate swap transaction in order to avoid such
deduction or withholding; or
(b)
the relevant Interest Rate Swap Counterparty shall use its reasonable efforts to transfer
without the prior approval of the Management Company and the Custodian all its rights and
obligations under the relevant Interest Rate Swap Agreement to another of its offices or
affiliates so that such deduction or withholding will not be required provided that (i) such office
or affiliate is an Eligible Replacement satisfying the Transfer Conditions, (ii) the rating
assigned to the Class A Notes then outstanding is not adversely affected by a transfer to such
office or affiliate, and (iii) such transfer complies with all applicable laws and regulations
applicable for French fonds communs de titrisation; or
(c)
if such transfer to another office or affiliate of the relevant Interest Swap Counterparty is not
possible, that Interest Rate Swap Counterparty shall use its reasonable efforts to transfer all its
rights and obligations under the relevant Interest Rate Swap Agreement to a replacement third
party which should be satisfactory to the Management Company and the Custodian provided
that (i) such third party shall has the Swap Counterparty Required Ratings or whose
obligations are fully guaranteed by such a third party, (ii) the rating assigned to the Class A
Notes then outstanding is not adversely affected by a transfer to such third party, and (iii) such
third replacement party complies with all applicable laws and regulations applicable for French
fonds communs de titrisation.
If at the expiration of such period, no solution has been found, the Management Company will
have the right by notice to the relevant Interest Rate Swap Counterparty to terminate the transaction
affected by the Change of Circumstances. Such notice shall specify the applicable termination date
under the terms of the relevant Interest Rate Swap Agreement.
Without prejudice to the foregoing, the Management Company may terminate the transaction
at any time after reception of the notification of a Change of Circumstances by the Interest Rate Swap
Counterparty 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 Counterparty
Required Ratings, under the terms of the Interest Rate Swap Agreement, the Interest Rate Swap
Counterparty will be required to take certain remedial measures at its own cost and within a prescribed
period of time which may include one or more of the following: (i) providing collateral under the credit
support annex in respect of its obligations under the Interest Rate Swap Agreement; (ii) arranging for
its obligations under the Interest Rate Swap Agreement to be transferred to an entity with the Swap
Counterparty Required Ratings; (iii) procuring another entity with at least the Swap Counterparty
Required Ratings to become co-obligor or guarantor in respect of its obligations under the Interest
Rate Swap Agreement; and/or (iv) if applicable, the taking of such other action as it may notified to the
Rating Agencies.
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A failure to take such remedial measures, subject to certain conditions, will give the FCT the
right to terminate the Interest Rate Swap Agreement. Upon such termination of the Interest Rate
Swap Agreement, the FCT or the Interest Rate Swap Counterparty may be liable to make a
termination payment to the other party.
Transfer by Interest Rate Swap Counterparty
Pursuant to each Interest Rate Swap Agreement, the Interest Rate Swap Counterparty shall
be entitled to arrange for the transfer of its rights and obligations under the Interest Rate Swap
Agreement with a counterparty that is an eligible replacement pursuant to the Interest Swap
Agreement, upon prior written notice to the Management Company subject to the satisfaction of certain
conditions, which may include that: (i) the transferee contracts with the FCT on terms that (A) have the
same 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 transfer
and (B) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no
less beneficial for the FCT than the terms of the said Interest Rate Swap Agreement immediately
before such transfer.
Collateral arrangements
The FCT and each Interest Rate Swap Counterparty have entered into a credit support annex
which forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateral
will be provided by the Interest Rate Swap Counterparty to the FCT in the event that the Interest Rate
Swap 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 the
FCT, the Management Company will open a separate account (the “Collateral Cash Account”) in
which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the
form of securities is provided, the Management Company will be required to open a custody account in
which such securities provided 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
transfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap
Counterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upon
termination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest Rate
Swap 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 the
applicable Priority of Payments and/or (ii) be used outside the application of any Priority of Payments
to pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter into
a new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of the
foregoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of
Payments.
Junior Swap Agreement
The Junior Swap Agreement is governed by French law and entered into between the Junior
Swap Provider and the FCT in respect of the Compartment, pursuant to a FBF Master Agreement of
July 2007 (as amended and supplemented by a schedule and a confirmation), with the exclusive aim
of enabling the FCT to meet its interest obligations due in respect of the Class B Notes. The object of
the Junior Swap Agreement is to hedge the FCT against the difference between (a) the EURIBOR
Reference Rate applicable for the relevant Interest Period in relation to the Class B Notes, on each
relevant Payment Date and (b) the relevant proportion of the fixed interest rate payments received in
respect of the Receivables allocated to the Compartment.
As such, the Junior Swap Notional Amount of the transaction entered into under the Junior
Swap 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 Notes
on the Payment Date on or immediately preceding such day, as calculated by the
Management Company.
In accordance with the Junior Swap Agreement, (a) the Junior Swap Provider will pay to the
FCT, on each relevant Payment Date, the Net Junior Swap Amount (as calculated on the basis of the
Floating Amount and the Fixed Amount) severally but not jointly (sans solidarité) or (b) the FCT will
pay on each relevant Payment Date, the Net Junior Swap Amount to the Junior Swap Provider in
accordance with the relevant Priority of Payments.
The Junior Swap Agreement may be terminated early upon the occurrence of certain Events of
Default and Changes in Circumstances (each as defined therein) commonly found in standard FBF
documentation.
General
The rights of the Class B Noteholders to receive payments of principal shall be subordinated to
the rights of the Class A Noteholders to receive such amounts of principal, except in case of a Partial
Early Amortisation. The rights of the Class B Noteholders to receive payments of interest shall be
subordinated to the rights of the Class A Noteholders to receive such amounts of interest. The
purpose 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 of
principal and interest in respect of the Class B Notes. Such subordination consists of the rights
granted 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 B
Noteholders; and
(b)
any amounts of principal in priority to any amounts of principal payable to the Class B
Noteholders;
provided that during the Accelerated Amortisation Period, the amounts of interest payable in respect of
Class 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 Additional
Receivable, to indicate in the relevant Purchase Offer, for that Additional Receivable, an Adjusted
Interest Rate being greater than its Contractual Interest Rate. In such case, that Adjusted Interest
Rate shall be regarded as the Effective Interest Rate of that Additional Receivable and be used as
such for the determinations and computations to be carried out pursuant to the Transaction
Documents, and a Deferred Payment of the Purchase Price shall apply in respect of that Additional
Receivable. In that case, the Principal Component Purchase Price of any such Additional Receivable
shall be equal to its Adjusted Outstanding Balance as at the relevant Determination Date that shall be
lower than its Outstanding Balance as of such date, the positive difference between these two
amounts being the Deferred Purchase Price of the corresponding Additional Receivable. That
Deferred Purchase Price shall be repaid out of the relevant Priorities of Payments and such payment
shall be subordinated, inter alia, to any payment to be made in respect of the Notes under each such
Priorities of Payments.
T
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General Reserve
General Reserve Cash Deposit
Under the Master Purchase Agreement, the Seller has undertaken to guarantee the
performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve
Cash Deposit, in accordance and subject to the provisions of the General Reserve Cash Deposit
Agreement.
In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the Monetary and Financial
Code and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee for its
financial obligations (obligations financières) under such performance guarantee, the Seller has
agreed to make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise
d’espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made once
and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish
that General Reserve Cash Deposit nor to pay any additional amount under that performance
guarantee after the Closing Date.
The General Reserve Cash Deposit is credited to the General Reserve Account opened in the
name of the FCT with the Compartment Account Bank and is used to constitute the initial balance of
the General Reserve.
Purpose of the General Reserve
The General Reserve will be used in accordance and subject to the relevant Priority of
Payments. The General Reserve Cash Deposit and, more generally, any sums credited from time to
time to the General Reserve Account may not be used for the purchase by the FCT of Purchased
Receivables 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, the
Compartment Cash Manager is responsible, upon appropriate instructions given by the Management
Company, for investing the General Reserve. The share of the corresponding financial proceeds
received from such investment will be paid directly to the Seller on each Payment Date for the same
value date upon instruction given by the Management Company and the Custodian to the
Compartment Account Bank.
Adjustment of the General Reserve
For the purpose of the application of the Priorities of Payments, the General Reserve is part of
the 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 will
debit the Interest Account and credit the General Reserve Account of the amount necessary
so 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, the
Management Company will decrease the General Reserve by debiting the General Reserve
Account and crediting the Interest Account with an amount equal to the difference between the
General Reserve and the applicable General Reserve Required Amount, for repayment of the
then outstanding General Reserve Cash Deposit to the Seller pursuant to item (i) of the
Interest 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 Company
will credit the General Reserve Account of the amount necessary so 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, the
Management Company will decrease the General Reserve by debiting the General Reserve
Account and crediting the General Collection Account with an amount equal to the difference
between the General Reserve and the applicable General Reserve Required Amount, for
repayment of the then outstanding General Reserve Cash Deposit to the Seller pursuant to
item (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 each
Payment Date, if and to the extent not otherwise reimbursed, to the extent of available funds and in
accordance with and subject to the relevant Priority of Payments.
Upon the liquidation of the Compartment and subject to the full payment of any amounts due
by the FCT in respect of the Compartment to the Class A Noteholders and the Class B Noteholders in
accordance with the applicable Priority of Payments, the General Reserve will be retransferred directly
to the Seller up to the amount of the General Reserve Cash Deposit not otherwise reimbursed on a
preceding Payment Date.
Credit Enhancement
Excess Margin
Irrespective of the hedging and protection mechanisms set out under this section, the first
protection for the holders of the Notes derives, from time to time, from the existence of an Excess
Margin.
Class A Notes
Credit enhancement for the Class A Notes will be provided by (i) the Excess Margin, (ii) the
subordination of payments of interests due in respect of the Class B Notes to the payments of interests
due in respect of the Class A Notes and (iii) the subordination of payments of principal due in respect
of the Class B Notes to the payments of principal due in respect of the Class A Notes, (iv) the General
Reserve (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 zero
without any possibility of being further increased by debiting the Interest Account and the protection
provided by Residual Units and the Class B Notes is reduced to zero, the Class A Noteholders will
directly 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 with
total credit enhancement equal to 8.9 per cent. of the sum of the initial nominal value of the Class A
Notes and the Class B Notes. Additional credit enhancement is provided with respect to the Excess
Margin equal to approximately 4.45 per cent. at the Closing Date.
173
Additional support is provided by the General Reserve, subject to the specific rules pertaining
to the allocation thereof, at a level equal to 1 per cent. of the Principal Amount of the Class A Notes
and of the Class B Notes.
174
DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY
The information contained in this section related to BNP Paribas has been obtained from BNP
Paribas and is furnished solely to provide limited information regarding BNP Paribas and does not
purport to be comprehensive.
BNP Paribas, is a société anonyme, whose registered office is located at 16 boulevard des
Italiens, 75009 Paris (France).
BNP Paribas, a leading provider of banking and financial services in Europe, has four
domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It is
present 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 in
Belgium 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 from
customers of € 684.7 billion (compared to € 678.8 billion at 31 December 2009), consolidated items
due to customers of € 580.9 billion (compared to € 604.9 billion at 31 December 2009) and
shareholders' 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 December
2009). 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. The
delivery of this Offering Memorandum shall not create any implication that there has been no change
in the affairs of BNP Paribas since the date hereof, or that the information contained or referred to
herein 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 the
Transaction Documents.
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The delivery of this Offering Memorandum will not create any implication that there has been
no change in the affairs of the Interest Rate Swap Counterparty since the date hereof, or that the
information contained or referred to in this section is correct as of any time subsequent to its date.
176
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE AS INTEREST RATE SWAP COUNTERPARTY
The information contained in this section related to Société Générale has been obtained from
Société Générale and is furnished solely to provide limited information regarding Société Générale and
does not purport to be comprehensive.
Société Générale is a French limited liability company (société anonyme) having the status of
a bank and is registered in France in the Trade and Companies Register under number 552120222. It
has its registered office at 29 Boulevard Haussman, 75009 Paris, France and its head office at Tour
S.G., 17, Cours Valmy, 97972 Paris La-Défense.
Société Générale serves corporates, financial institutions and investors in over 85 countries
across Europe, the Americas and Asia. Combining innovation and quality of execution, Société
Générale provides value-added integrated financial solutions and is a reference bank in its five core
businesses: 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. Société
Générale shareholders’ equity stood at Euro 51 billion at December 31, 2010. The total assets of
Société 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 and
A+ 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 the
affairs of Société Générale since the date hereof, or that the information contained or referred to herein
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 the
Transaction Documents.
The delivery of this Prospectus will not create any implication that there has been no change in
the affairs of the Interest Rate Swap Counterparty since the date hereof, or that the information
contained or referred to in this section is correct as of any time subsequent to its date.
177
COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES
Introduction
In accordance with the Compartment Cash Management Agreement and by derogation to the
provisions of the General Regulations, the Management Company has appointed the Compartment
Cash Manager to invest the Compartment Cash. The Compartment Cash Manager has undertaken to
manage 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 books
of the Compartment Account Bank.
The Compartment Cash Manager may, subject to the applicable Priority of Payments, invest
the 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 the
Monetary and Financial Code, the short-term unsecured and unsubordinated debt obligations
of which are rated at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has
not publicly announced that such rating is on “rating watch negative”) and F1 (short term) by
Fitch Ratings and P-1 (short term) and/or A2 (long term) by Moody’s, provided that such
deposits shall be able to be withdrawn or repaid at any time, so that upon the FCT's request
the 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- (long
term) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced that
such rating is on “rating watch negative”) or F1+ (short term) by Fitch Ratings, where residual
maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, if
equal to A, Fitch Ratings has not publicly announced that such rating is on “rating watch
negative”) or F1 (short term), where residual maturities are up to 30 calendar days and (y) Aaa
by Moody’s;
3.
debt instruments (titres de créances) referred to in paragraph 3° of article R. 214-95 of the
Monetary and Financial Code, denominated in Euros and rated by Fitch Ratings and Moody’s
as follows, subject to such securities being admitted for trading on a regulated market located
in a European Economic Area member state and not conferring any direct or indirect right to
the share capital of any company:
4.
(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 “rating
watch negative”) or F1+ (short term) by Fitch Ratings, where residual maturities are
from 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, if equal
to A, Fitch Ratings has not publicly announced that such rating is on “rating watch
negative”) or F1 (short term), where residual maturities are up to 30 calendar days and
(y) P-1 (short term) by Moody’s; and
negotiable debt instruments (titres de créances négociables) within the meaning of articles
L. 213-1 et seq. of the Monetary and Financial Code, denominated in Euros. The issuer of the
negotiable debt instruments 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
178
negative”) and F1+ (short term) by Fitch Ratings and Aaa (for long-term securities) by Moody’s
and P-1 by Moody’s (for the short-term debt securities),
it being understood that the Management Company will ensure that the Compartment Cash Manager
complies with the investment rules described below.
Investment rules
The Management Company will verify that the Compartment Cash Manager manages the
Compartment Cash in accordance with the investment criteria contained in Section “Authorised
Investments” above, provided that the Management Company will remain liable to the Noteholders and
the 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 a
selection 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 fonds
communs de placement), the securities shall have a stated maturity date and shall not be disposed of
before their maturity date, except in exceptional circumstances under instructions of the Management
Company, when justified by the need to protect the interests of the Noteholders and of the Residual
Unitholders, such as when the situation of the issuer of the securities gives cause for concern, where
there is a risk of market disruption or of inter-bank payment disruption at the maturity date of the
relevant 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 following
Monthly Settlement Date.
Compartment Cash Management Agreement
The Compartment Cash will be managed by the Compartment Cash Manager in accordance
with the provisions of the Compartment Cash Management Agreement and with the above mentioned
investment rules. The Compartment Cash Management Agreement will be executed on the Closing
Date and may be amended from time to time.
Termination of the Compartment Cash Management Agreement
Pursuant to the Compartment Cash Management Agreement, either the Management
Company or the Compartment Cash Manager (on giving 30-days prior written notice to the
Management Company and the Custodian) may terminate the Compartment Cash Management
Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but
without limitation that a new compartment cash manager has been appointed).
The Compartment Cash Management Agreement shall terminate automatically on the
Compartment 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 date
agreed between the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the
Joint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its
capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the
proceeds of the issue of the Notes and the Residual Units and (bb) the total amounts received is less
than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the
First Purchase Date.
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Governing law
The Compartment Cash Management Agreement shall be governed by French law and all
claims and disputes arising in connection therewith will be subject to exclusive jurisdiction of the
competent 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, the
Management Company may declare the early liquidation of the Compartment in accordance with
article R. 214-101 of the Monetary and Financial Code in the circumstances described below, provided
that such event would not cause the liquidation of the other compartments of the FCT or of the FCT
itself. Except in such circumstances, the Compartment would be liquidated on the Compartment
Liquidation Date.
Liquidation
The Management Company may declare the dissolution of the Compartment and liquidate the
Compartment 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 Compartment
are held by a single holder and such holder requests the liquidation of the
Compartment; or
(c)
the Notes and the Residual Units issued by the FCT are held solely by the Seller and
the 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 maximum
aggregate of the outstanding balances (capital restant dû) of the undue (non échues)
Performing Receivables recorded since the Closing Date and the Seller requests the
liquidation of the Compartment under a clean-up offer.
Clean-up Offer
Upon the occurrence of a Compartment Liquidation Event in the circumstances described
above, pursuant to the provisions of the Master Purchase Agreement and the Compartment
Regulations, the Management Company shall propose to the Seller, within the framework of a cleanup offer, to repurchase the Purchased Receivables remaining among the Assets Allocated to the
Compartment 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 to
the Compartment shall be in the case of a liquidation upon the occurrence of a Compartment
Liquidation Event, an amount based on the fair market value of assets having similar characteristics to
the Purchased Receivables comprised within the Assets Allocated to the Compartment, having regard
to the aggregate Outstanding Balances of the Performing Auto Loan Contracts comprised within the
Assets 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 repay
in full all amounts outstanding to Noteholders after payment of all other amounts due by the FCT with
respect 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 the
Compartment in the circumstances described above will take place on a Payment Date, and at the
earliest on the first Payment Date following the date on which the relevant Compartment Liquidation
Event will have been determined by the Management Company. The repurchase price will be credited
to the General Collection Account by the Seller by no later than on the Business Day immediately
preceding the relevant Payment Date.
The Seller shall always be entitled to turn down any clean-up offer made by the Management
Company. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordance
with the conditions set out above does not occur for whatever reason, the Management Company may
offer to dispose of such Purchased Receivables remaining among the Assets Allocated to the
Compartment, to any credit institution qualified to acquire the Purchased Receivables on the same
terms and conditions.
Liquidation Procedure of the Compartment
The Management Company, pursuant to the provisions of the Compartment Regulations, shall
be responsible for the liquidation procedure in the event of any liquidation of the Compartment. In this
respect, it has full authority to dispose of the Assets Allocated to the Compartment, to pay the
Noteholders and the potential creditors in accordance with the relevant Priority of Payments and to
distribute any Compartment Liquidation Surplus.
The statutory auditor and the Custodian shall continue to exercise their duties until the
completion of the liquidation procedure of the Compartment.
The Compartment Liquidation Surplus, if any, will be attributed to the holder of the Residual
Units as a final payment in principal and interest in respect of the Residual Units on a pro rata and pari
passu basis.
182
MODIFICATIONS TO THE TRANSACTION
Any modification to the characteristic information (éléments caractéristiques) provided in this
Offering Memorandum will be made public in a supplementary note (note complémentaire), within the
meaning of article 212-25 of the AMF General Regulations (Règlement Général de l’Autorité des
Marchés Financiers), submitted to the Autorité des Marchés Financiers, annexed to this Offering
Memorandum and incorporated in the next activity report.
183
GOVERNING LAW – SUBMISSION TO JURISDICTION
Jurisdiction
The parties to the Transactions Documents have agreed to submit any dispute that may arise
in connection with the Transaction documents to the exclusive jurisdiction of the competent courts in
commercial matters within the jurisdiction the Cours d’Appel of Paris.
Pursuant to the Compartment Regulations, the French courts having competence in
commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the
Noteholders, 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 accordance
with 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 accordance
with the recommendations of the French Conseil National de la Comptabilité (the National Accounting
Board) as set out in its avis no. 2003-09 dated 24 June 2003 implemented by Regulation of the French
Comité 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 specific
accounts 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 their
nominal value. The potential difference between the purchase price and the nominal value of the
receivables, whether positive or negative, shall be carried in an adjustment account on the asset side
of the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of the
amortisation of the Purchased Receivables.
The interest on the Purchased Receivables shall be recorded in the income statement, pro
rata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheet
in an apportioned receivables account.
Delinquencies or defaults on the receivables existing as at their Purchase Date are recorded in
an adjustment account on the asset side of the balance sheet. This amount shall be carried forward
on 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 of
the Master Servicing Agreement and in accordance with the Servicing Procedures shall be accounted
for 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 disclosed
separately in the liability side of the balance sheet. Any potential differences, whether positive or
negative, between the issuance price and the nominal value of the Notes be recorded in an adjustment
account on the liability side of the balance sheet. These differences shall be carried forward on a pro
rata 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 rata
temporis. The accrued and overdue interest shall appear on the liability side of the balance sheet in
an 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 be
recorded, 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.
185
Note placement fees
The placement fees with respect to the Class A Notes shall be paid by the Seller in
accordance with the terms and conditions of the Class A Notes Underwriting and Subscription
Agreement.
Interest Rate Swap Agreements
The interest received and paid pursuant to the Interest Rate Swap Agreements shall be
recorded at their net value in the income statement. The accrued interest to be paid or to be received
shall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to be
received shall be recorded, with respect to the Interest Rate Swap Agreements, on the liability side of
the balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou de
dettes rattachées).
Junior Swap Agreement
The interest received and paid pursuant to the Junior Swap Agreement shall be recorded at
their net value in the income statement. The accrued interest to be paid or to be received shall be
recorded in the income statement pro rata temporis. The accrued interest to be paid or to be received
shall be recorded, with respect to the Junior Swap Agreement, on the liability side of the balance
sheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettes
rattachées).
General Reserve Cash Deposit
The General Reserve Cash Deposit shall be recorded to the credit of the General Reserve
Account 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 to
the 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 the
income statement pro rata temporis (excluding interest earned on the Commingling Reseve Account
which belongs to the Servicer and the interest earned on the General Reserve Account which belongs
to 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 the
Purchase 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 of
the 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 and
end on 31 December, save for the first accounting period of the Compartment which shall begin on the
Closing 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 Management
Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report
of activity, pursuant to the applicable accounting standards.
As at the Closing Date, the provisions of the said accounting standards lead to the
presentation of consolidated accounts of the FCT, provided that the said accounts will be subject to
certification 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, in
its annual report of activity and half-yearly report of activity in relation to the Compartment, pursuant to
the 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 the
FCT.
187
THIRD PARTY EXPENSES
In accordance with the Compartment Regulations, the Compartment Expenses are the
following 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 also
constitute Compartment Expenses.
Pursuant to the Class A Notes Underwriting and Subscription Agreement, the Seller has
undertaken to pay to the Joint Lead Managers the underwriting fees.
Management Company
In consideration for its obligations with respect to the Compartment, the Management
Company shall receive a fee (taxes excluded) equal to € 76,000 per annum during the Revolving
Period 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 will
receive a fee (taxes excluded) equal to € 3,000 per annum payable in equal portions on each Payment
Date.
Upon replacement of the Servicer, the Management Company will receive a flat fee (taxes
excluded) equal to € 10,000.
The Management Company will also receive, in addition to the fees mentioned above, an
amount equal to the fees payable to the statutory auditor of the FCT. The fees payable to the statutory
auditor 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 (taxes
excluded) 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, provided
that in case of change of law such fees may become subject to valued added tax. The fees payable to
the statutory auditor are subject to value added tax.
The Management Company will also receive, in addition of the fees mentioned above, the
reimbursement of all taxes as may be reasonably incurred for the operation of the FCT and paid
directly by the Management Company, with the prior consultation of the Seller.
Custodian
In consideration for its obligations with respect to the Compartment, the Custodian shall
receive a fee equal to € 30,000 per annum (excluding VAT) payable in equal portions on each
Payment 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 the
Receivables equal to (i) 1/12 of 0.50 per cent. of the aggregate Outstanding Balance of all Performing
Receivables which are not Delinquent Receivables, serviced by the Servicer as at the beginning of the
relevant Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all
Delinquent 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 of
any Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate
Outstanding Balance of all Performing Receivables serviced by the Servicer as at the beginning of the
relevant Collection Period.
Compartment Account Bank
In consideration for its obligations with respect to the Compartment, the Compartment Account
Bank shall receive a fee equal to € 9,000 per annum (excluding VAT) payable in equal portions on
each Payment Date for a maximum of five accounts, plus € 300 (excluding VAT) per any additional
account (other than a financial instruments account) opened in relation to the Compartment Accounts
and plus €240 per annum (excluding VAT) for each financial instruments account. In addition, the
Compartment Account Bank shall receive a custody fee equal to 0.125 bps of the nominal amount of
the investments credited to these financial instruments accounts since the immediately preceding
Payment Date, payable on each Payment Date. CACIB certificates of deposit will be free of this
custody fee.
Compartment Cash Manager
In consideration for its obligations with respect to the Compartment, the Compartment Cash
Manager shall receive, on each Payment Date and in accordance with the Priority of Payments, a fee
equal to 0.01 per cent. per annum (including taxes) of the Compartment Cash effectively invested
during the preceding Investment Period on the basis of the number of days in the relevant Investment
Period 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 relevant
Class A Notes it has subscribed being in the registered form, a one-off fee of € 500 on the
Closing Date and an annual fee of € 1,100 (excluding VAT if applicable), payable in equal
portions on each Payment Date.
Interest Rate Swap Counterparties
The payments made to the Interest Rate Swap Counterparties are included in the Fixed
Amounts 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 monitoring
purposes.
Data Protection Agent
The Data Protection Agent will receive an annual fee of € 1,000 (excluding VAT) in respect of
the 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 incurred
for 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 with
Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including
reasonable expenses relating to the calling and holding of Noteholders’ Meetings in respect of
each class of Notes, and all reasonable administrative expenses resolved upon by a
Noteholders’ Meeting.
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INFORMATION RELATING TO THE COMPARTMENT
The Management Company shall publish information relating to the Compartment in
accordance 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 shall
prepare and publish, in accordance with the then current and applicable accounting rules and practices
and 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)
(b)
2.
3.
the inventory of the Assets Allocated to the Compartment including:
(i)
the inventory of the portfolios of the Purchased Receivables allocated to the
Compartment;
(ii)
the inventory of any other assets purchased by, and financial contracts
entered into by, the FCT with respect of the Compartment; and
(iii)
the amount and the distribution of the Compartment Cash;
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, a
detailed report on the debts of the Compartment and the guarantees received.
A Management Report including:
(a)
the amount and proportion of all fees and expenses borne by the Compartment during
each Collection Period of the financial year;
(b)
the amount of the Compartment Cash by reference to the Assets Allocated to the
Compartment;
(c)
a description of the transactions carried out by the Compartment during the course of
each Collection Period of the financial year; and
(d)
information relating to the Purchased Receivables, to any other assets owned by, and
any financial contracts entered into by, the FCT with respect of the Compartment and
the Notes issued by the FCT with respect of the Compartment.
Any changes made to the rating reports on the Class A Notes and to the main features of the
Prospectus 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 Annual
Activity Report.
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Half-yearly Information
Within three (3) months after the end of the first half of the financial year, the Management
Company shall prepare and publish, in accordance with the then current and applicable accounting
rules and practices and under the supervision of the Custodian, a report of activity for the first half of
the year which shall include:
1.
the financial statements prepared by the Management Company mentioning their review by
the statutory auditor; these financial statements shall be prepared on a half-yearly basis
including the inventory of the assets as specified in paragraph 1(a) above and the statement
as 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 the
Prospectus and any event which may have an impact on the Notes issued by the FCT with
respect to the Compartment.
The statutory auditor certifies that the information contained in the report of activity for the first
half 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 any
other information documentation published by the Management Company with respect to the
Compartment shall be provided to the Noteholders upon requests. Such reports will also be available
on the internet website of the Management Company (www.france-titrisation.fr) and at the principal
office of the Custodian.
Additional Information
The Management Company shall publish on its internet website, or through any other means
that it deems appropriate, any information regarding the Seller, the Servicer, the Receivables, the
Notes and the management of the Compartment which it considers significant in order to ensure
adequate and accurate information for the Noteholders.
In particular, the Management Company shall make available and shall publish the Principal
Deficiency Amount, respectively, determined on each Monthly Payment Date during the Revolving
Period and the Amortisation Period.
Any additional information shall be published by the Management Company as often as it
deems appropriate according to the circumstances affecting the Compartment and under its
responsibility.
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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 Subscription
Agreement, (i) the Joint Lead Managers have, subject to certain conditions precedent, severally but
not jointly (sans solidarité), agreed for the benefit of the FCT and the Custodian, to underwrite a
portion of the principal amount of the offered Class A Notes as set out below at their issue price equal
to 100 per cent. of the Initial Principal Amount and (ii) the Initial Subscriber has, subject to certain
conditions precedent agreed for the benefit of the FCT and the Custodian, to subscribe for a portion of
the principal amount of the offered Class A Notes as set out below at their issue price equal to 100 per
cent. of the Initial Principal Amount. The Seller has agreed to pay the underwriting fees to the Joint
Lead Managers.
JOINT LEAD M ANAGERS
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 Managers
and 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 itself
only given certain representation and warranties for the benefit of the Management Company and the
Custodian under the Class A Notes Underwriting and Subscription Agreement.
Each of the Management Company and the Custodian has severally but not jointly (sans
solidarité) agreed to indemnify each Joint Lead Manager in the event of any misrepresentation or
breach of its contractual obligations by the Management Company or, as the case may be, the
Custodian 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 the
Prospectus Directive (each, a Relevant Member State), each Joint Lead Manager has represented and
agreed that with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the Relevant Implementation Date) it has not made and will not
make an offer of Class A Notes which are the subject of the offering contemplated by this Offering
Memorandum to the public in that Relevant Member State except that it may, with effect from and
including the Relevant Implementation Date, make an offer of such Class A Notes to the public in that
Relevant 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 of
the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors
as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant
Joint 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 the
Management Company and the Custodian or any Joint Lead Manager to publish a prospectus
pursuant to article 3 of the Prospectus Directive, or supplement a prospectus pursuant to article 16 of
the 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 Member
State means the communication in any form and by any means of sufficient information on the terms of
the offer and the Class A Notes to be offered so as to enable an investor to decide to purchase or
subscribe the Class A Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State;
Prospectus Directive means Directive 2003/71/EC (and the amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant 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 or
otherwise transferred and will not offer, sell or otherwise transfer, directly, or indirectly, the Class A
Notes to the public in the Republic of France and that any offers, sales or other transfers of the Class
A Notes in the Republic of France will be made in accordance with articles L. 411-2 of the Monetary
and 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 service
d’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 further
distributed or reproduced (in whole or in part) by the addressee and have been distributed on the basis
the 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 compliance
with articles L. 411-1, 411-2, 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
194
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 cause
to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
Class A Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Joint Lead Manager; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Class A Notes in, from or otherwise involving the United
Kingdom.
United States of America
Each Joint Lead Manager understands that the Class A Notes have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act (“Regulation S”) or pursuant to an
exemption from the registration requirements of the Securities Act. Each Joint Lead Manager
represents that it has offered and sold the Class A Notes, and agrees that it will offer and sell the Class
A Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation
S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts with respect to the Class A Notes, and it and they have complied
and will comply with the offering restrictions requirement of Regulation S. Each Joint Lead Manager
agrees 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 A
Notes from it during the distribution compliance period a confirmation or notice to substantially the
following effect:
“The Securities covered hereby have not been registered under the United States Securities
Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later of the commencement of the offering
and the Closing Date, except in either case in accordance with Regulation S under the
Securities 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) of
Regulation D under the Securities Act.
General
Each Joint Lead Manager has acknowledged and agreed that, save for the FCT having
obtained the approval of the Prospectus by the Autorité des Marchés Financiers in its capacity as
competent authority in France under the Prospectus Directive, no further action has been or will be
taken in any jurisdiction by any Joint Lead Manager that would permit an offer of the Class A Notes to
the public, or possession or distribution of the Prospectus or any other offering material, in any country
or 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 the
Class A Notes on the Paris Stock Exchange (Euronext Paris) in accordance with articles
L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the Monetary and Financial Code AMF General
regulations (Règlement général de l’Autorité des Marchés Financers), (i) the General
Memorandum (document de référence) relating to the FCT was registered with the Autorité
des 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 this
Offering Memorandum (note d’opération)) was granted a visa number FCT N°11-07 by the
Autorité des Marchés Financiers on 11 July 2011.
2.
Listing on Regulated Markets: Application has been made to list the Class A Notes on the
Paris 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 shall
credit the accounts of Account Holders affiliated with Euroclear France account and (ii) be
admitted in the Clearing Systems. The Common Code and ISIN for the Class A Notes are as
follows:
Class A Notes
Common Code
ISIN
064200283
FR0011069038
4.
Documents available: The General Memorandum (document de référence relating to the
FCT) 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 Custodian
and the Joint Lead Managers (the addresses of which are specified on the last page of this
Offering Memorandum). Copies of the General Regulations and of the Compartment
Regulations shall be made available for inspection by the Noteholders at the respective head
offices of the Management Company and the Custodian (the addresses of which are specified
on the last page of this Offering Memorandum).
5.
Statutory auditor to the FCT: Pursuant to article L. 214-49-9 of the Monetary and Financial
Code, 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 for
six (6) months by the board of directors of the Management Company with the prior approval
of the Autorité des Marchés Financiers. Under the applicable laws and regulations, the
statutory auditor will establish the accounting documents relating to the Compartment. In
compliance with article L. 214-48 II of the Monetary and Financial Code, the accounts of the
Compartment 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 and
substantive part of this Offering Memorandum. The investors, subscribers and Noteholders shall take
into 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 credit
institutions and investment firms, as amended from time to time.
“2010 Order” means the order (arrêté) of 25 August 2010 modifying several regulatory provisions
relating 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 Crédit
Agricole S.A. on 30 November 2010.
“Accelerated Amortisation Event” means the event which shall occur if (i) the Class A Interest
Amount 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 the
Class B Notes, upon the occurrence of which the Revolving Period ends and the Accelerated
Amortisation Period begins or the Amortisation Period ends and the Accelerated Amortisation Period
begins or (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Report
on the Information Date immediately following a Reduced Payment Date.
“Accelerated Amortisation Period” means, subject to no Compartment Liquidation Event having
occurred, the period beginning on the first Payment Date falling on or after the date on which an
Accelerated 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 any
th
principal and/or interest payment in respect of the Notes, the 25 day 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 the
next 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 THE
COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE
PERIODS – Periods of the compartment”.
“Account Bank Required Ratings”: an entity shall have the “Account Bank Required Ratings” if
its 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 such
rating 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 THE
NOTES – General”.
“Additional Receivables” means the Receivables purchased by the FCT and allocated to the
Compartment 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 any
Payment Date, all amounts subject to any adjustment of the Available Collections with respect to the
previous 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 of
names.
“Adjusted Available Principal Collections” means, with respect to any Collection Period and in
relation to any Payment Date, all amounts subject to any adjustment of the Available Principal
Collections with respect to the previous Collection Periods.
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“Adjusted Interest Rate” means, in respect of a transferred Receivable subject to a Deferred
Payment of the Purchase Price, the interest rate to be provided by the Seller which will be used for the
computation of the Deferred Outstanding Balance.
“Adjusted Outstanding Balance” means, as of any Determination Date, in respect of a Purchased
Receivable subject to a Deferred Payment of the Purchase Price, the present value of the future
scheduled payments of principal and interest remaining to be paid, in accordance with the amortisation
schedule of such Receivable, using the Adjusted Interest Rate as discount factor and the relevant
Instalment Due Dates.
“Amortisation Event” means one of the events defined in Section “OPERATION OF THE
COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE
PERIODS” of this Offering Memorandum, upon the occurrence of which, the Revolving Period ends
and the Amortisation Period begins.
“Amortisation Period” means the period (A) commencing (i) at the latest as on the Monthly Payment
Date falling in December 2012 (inclusive) or (ii) earlier on the Monthly Payment Date immediately
following the occurrence of an Amortisation Event and (B) ending on the earlier of (i) the date on which
the Principal Amount Outstanding of each Note is reduced to zero, (ii) the date on which a
Compartment 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 Auto
Loan Contract, the relevant Scheduled Principal Payment and (b) in respect of any Prepayment of a
relevant Auto Loan Contract, the lower of (i) the amount of such Prepayment minus the relevant
proportion of the Deferred Outstanding Balance and (ii) the Effective Outstanding Balance of such
Auto Loan Contract immediately before such Prepayment.
“Amortisation Schedule” means in respect of any Receivable, the scheduled principal and interest
payments of such Receivable, as may be adjusted from time to time following a partial prepayment or
a Commercial Renegotiation, the interest rate of such Receivable being equal to the Contractual
Interest Rate;
“Ancillary Rights” means any rights or guarantees which secure the payment of the Receivables
under the terms of the Auto Loan Contracts. The Ancillary Rights shall be transferred to the
Compartment together with the relevant Purchased Receivables on each Purchase Date pursuant and
subject 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 Insurance
Contracts relating to an Auto Loan Contract;
(b)
a reserve of title clause (clause de reserve de propriété) (i) which transfers the property right in
the financed Car to the Debtor on the day of full payment of the corresponding purchase price
and (ii) to which the Seller is subrogated, pursuing to article 1250 of the Civil Code, by the
relevant 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 dated
30 September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisions
of 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 other
agreements or arrangements of whatever character in favour of Crédipar supporting or
securing the payment of a Purchased Receivable and the records relating thereto.
“Annual Activity Report” means the report prepared by the Management Company which shall
include the annual accounting documents, the Management Report and all information regarding the
rating 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 “DESCRIPTION
OF THE ASSETS ALLOCATED TO THE COMPARTMENT”.
“Authorised Investments” means the financial instruments which are the object of investment by the
Compartment Cash Manager pursuant to the Compartment Cash Management Agreement.
“Auto Loan Contract” means an automobile financing agreement (contrat de financement automobile
ou contrat de vente à crédit de véhicule) entered into with one or several individuals in France for
personal use.
“Available Amortisation Amount” means, in respect of each Monthly Payment Date during the
Amortisation 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 the
Principal Amount Outstanding of the Class B Notes as calculated on the immediately
preceding Monthly Payment Date (or as the case may be, on the Closing Date if such Monthly
Payment Date falls in September 2011); and
“(ii)” is the Effective Outstanding Balance of all Performing Receivables as calculated on the
immediately preceding Determination Date.
“Available Collections” means in respect of any Collection Period and in relation to any Payment
Date an amount equal to the aggregate of:
(i)
all cash collections (payments of principal, interest, arrears, late payments, penalties and
ancillary payments) collected by the Servicer during such Collection Period in relation to the
Purchased Receivables (including (aa) Prepayments (and the related prepayment penalties),
(bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid by
any of the Seller in respect of non-compliant Receivables and the termination of the
assignment of any Purchased Receivable (subject to any set-off with the payment of the
Purchase 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 of
any Receivable (subject to any set-off with the payment of the Purchase Price of Purchased
Receivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid to
Crédipar 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, the
aggregate of the Available Principal Amount and the Available Interest Amount; and
(b)
during the Accelerated Amortisation Period, on each Accelerated Payment Date, the
aggregate of the balance standing to the credit of the General Collection Account, the Interest
Account, the Principal Account and the General Reserve Account, provided in addition that the
Commingling Reserve shall not form part of the Available Distribution Amount as long as the
Servicer meets its financial obligations (obligations financières) under the Master Servicing
Agreement,
and provided that the Available Distribution Amount shall also include moneys received from the
realisation of the collateral held on the Collateral Accounts, as the case may be, for the purpose of
interest payments.
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“Available Interest Collections” means, on any Calculation Date and in respect of the Collection
Period immediately preceding such Calculation Date, the Available Collections of such period minus
the Available Principal Collections of the same period.
“Available Interest Amount” means, on any Monthly Payment Date and in respect of the Monthly
Reference 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 immediately
preceding Payment Date (if any);
(b)
the Available Interest Collections;
(c)
the income generated by the Authorised Investments (but excluding any interest or investment
income earned in respect of the General Reserve Account or the Commingling Reserve
Account);
(d)
all payments received from the Interest Rate Swap Counterparties (including, as the case may
be, any amounts paid by any eligible replacement interest rate swap counterparty) and, as the
case may be, moneys received from the realisation of the collateral held on the Collateral
Accounts 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 Amount
as long as the Servicer meets its financial obligations (obligations financières) under the Master
Servicing Agreement.
“Available Principal Amount” means, on any Monthly Payment Date and in respect of the Monthly
Reference Period immediately preceding such Monthly Payment Date, an amount equal to:
(a)
the Available Principal Collections in respect of the Collection Periods comprised in that
Monthly Reference Period debited from the General Collection Account and credited to the
Principal Account; plus
(b)
the remaining balance standing to the credit of the Principal Account on the preceding Monthly
Payment 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 Principal
Amount as long as the Servicer meets its financial obligations (obligations financières) under the
Master Servicing Agreement.
“Available Principal Collections” means, on any Calculation Date and in respect of the Collection
Period immediately preceding such Calculation Date:
(a)
all Amortisation Principal Components collected by the Servicer under the Performing
Receivables in the course of such Collection Period; plus
(b)
all principal components of amounts paid during such Collection Period in respect of the
indemnification or the rescission (résolution) of the assignment of any Receivables by the
Seller; 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 Collection
Period; 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 Purchase
Date, an amount equal to the lesser of the following:
(a)
the Maximum Receivables Purchase Amount as calculated on the relevant Subsequent
Purchase Date; and
(b)
the current credit balance of the Principal Account following the payments in accordance with
the Interest Priority of Payments and the priority order set out in paragraph (a) of the Principal
Priority of Payments.
“Average Delinquency Ratio” means on any Determination Date, the arithmetic mean of the last
three (available) Delinquency Ratios (including the Delinquency Ratio calculated on that Determination
Date). If less than 3 observations are available, the Average Delinquency Ratio will be the arithmetic
mean of the available observed Delinquency Ratios.
“Back-to-Back Swap Agreement” means the interest rate swap agreement entered into between an
Interest Rate Swap Counterparty and Banque PSA Finance on or prior the Closing Date in connection
with the Interest Rate Swap Agreement entered into on or about the same date between the FCT and
such Interest Rate Swap Counterparty.
“Balloon Receivable” means any receivable in respect of which a significant part of the principal
amount is due and payable in a single payment on the maturity date of the relevant Auto Loan
Contract.
“Banque PSA Finance” means 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 as a credit
institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions
and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as Custodian and
Compartment 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 Sunday
or (iii) a public holiday in Paris (France).
th
“Calculation Date” means the fifth (5 ) 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 each
Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal
Amounts Outstanding of such Class A Note as determined by the Management Company at the
beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in
such 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 the
Compartment corresponding to an initial nominal amount equal to € 956,000,000, bearing interest at
the 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 AND
CONDITIONS OF THE NOTES – Representation of the Noteholders”.
“Class A Notes Interest Shortfall” means the positive difference, if any, existing between the Class
A Interest Amounts due on a Payment Date and the Class A Interest Amounts effectively paid to the
Class A Noteholders on such Payment Date.
“Class A Notes Underwriting and Subscription Agreement” means the underwriting and
subscription agreement dated on or prior the Closing Date between the Management Company, the
Custodian, the Seller, the Joint Lead Managers and the Initial Subscriber in respect of the Class A
Notes.
“Class A Principal Payment” means, during the Amortisation Period, the principal amount payable to
the Class A Noteholders on each Monthly Payment Date as calculated by the Management Company
as 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 each
Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal
Amount Outstanding of such Class B Note as determined by the Management Company at the
beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in
such 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 the
Compartment corresponding with an initial nominal amount equal to € 94,000,000, bearing interest at
the 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 agreement
dated on or prior the Closing Date between the Management Company, the Custodian, the Class B
Notes Subscriber and the Seller pursuant to which the Class B Notes Subscriber has undertaken to
subscribe 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 Class
B Interest Amounts due on a Payment Date and the Class B Interest Amounts effectively payable to
the 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 to
the Class B Noteholders on each Monthly Payment Date as calculated by the Management Company
as set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).
“Clearing Systems” means each of Euroclear France and Clearstream Banking, with which the
Management 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 Interest
Rate Swap Counterparty, if applicable, will be held (the “Collateral Custody Account”).
“Collection Period” means, in respect of a Payment Date, the calendar month immediately preceding
such Payment Date provided that the first Collection Period is the period which shall begin on 7 July
2011 and shall end on 31 August 2011.
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“Collective Employment Insurance Contract” means any insurance contract entered into by a
Debtor with a Collective Insurer in connection with an Auto Loan Contract, and relating to the loss of
employment of that Debtor.
“Collective Insurance Contracts” means a Collective Employment Insurance Contract or a
Collective 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 a
Collective Insurer in connection with an Auto Loan Contract, to cover the death and/or incapacity to
work of that Debtor.
“Commercial Code” means the French Code de commerce.
“Commercial Renegotiation” means a renegotiation carried out by the Servicer in respect of a
Purchased 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 any
other entity of the PSA Group, to the Commingling Reserve Account, and adjusted thereafter, as
applicable, as a guarantee of the financial obligation (obligations financières), contingent and future, of
the Servicer arising under the Master Servicing Agreement (including, without limitation, the obligation
of 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 the
Compartment Account Bank and allocated to the Compartment by the Management Company to which
the Servicer or, as the case may be, any other entity of the PSA Group will credit the Commingling
Reserve.
“Commingling Reserve Decrease Amount” means, on any Monthly Payment Date, the amounts
standing to the credit of the Commingling Reserve Account above the Commingling Reserve Required
Amount, it being understood that all amounts of interest received from the investment of the
Commingling Reserve since the Business Day preceding the last Monthly Payment Date shall not be
taken 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 equal
to: POB * MPR * 138%
Where:
“POB” means the aggregate of the principal outstanding balance of the Performing
Receivables taking into account as the case may be, the Additional Receivables purchased at
the Purchase Date immediately preceding such Payment Date;
“MPR” is the maximum of the Monthly Prepayment Rate as determined by the Management
Company on the immediately preceding 12 Determination Dates (and for dates before the
Closing 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 jointly
established by the Management Company and the Custodian. The Compartment 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, the General Regulations and the Compartment
Regulations.
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“Compartment Account Bank” means Crédit Agricole Corporate and Investment Bank, a société
anonyme with a share capital of € 6,775,271,784, whose registered office is located at 9, quai du
Président Paul Doumer, 92920 Paris La Défense (France), registered with the Trade and Companies
Registry 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 and
Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises
d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment account
bank under the Compartment Bank Account Agreement.
“Compartment Accounts” means each of the following bank accounts: the General Collection
Account, the Principal Account, the Interest Account, the General Reserve Account, the Commingling
Reserve Account and the Collateral Accounts (as the case may be). The Compartment Accounts shall
be held by the Compartment Account Bank under the terms of the Compartment Bank Account
Agreement. As of the Closing Date, the Management Company shall allocate the above accounts
exclusively to the Compartment.
“Compartment Bank Account Agreement” means the agreement entered on or prior the Closing
Date between the Management Company, the Custodian and the Compartment Account Bank in
connection with the keeping and management of the Compartment Accounts.
“Compartment Cash” means the monies paid into the Compartment Bank Accounts and comprising
the amounts standing from time to time to the credit of the Compartment Accounts and pending
allocation. The Compartment Cash shall be invested by the Compartment Cash Manager pursuant to
the Compartment Cash Management Agreement.
“Compartment Cash Management Agreement” means the agreement entered into on or prior the
Closing Date between the Management Company, the Custodian, the Compartment Account Bank
and the Compartment Cash Manager pursuant to which the Management Company has appointed the
Compartment Cash Manager in connection with the management and investment of the Compartment
Cash.
“Compartment Cash Manager” 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), 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 French Credit Institutions and Investment Companies Committee (Comité des Etablissements de
Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as
compartment 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 Management
Company, the Custodian, the statutory auditors of the FCT, the Compartment Account Bank, the
Paying Agent, the Data Protection Agent, the Rating Agencies and the Compartment Cash Manager
and such other fees and expenses as may be reasonably incurred for the operation or the liquidation
of the Compartment, or in relation to a change of Servicer (including without limitation, expenses
incurred in connection with the notification of Debtors), or in relation to the Notes, and in particular the
annual fee payable to each Noteholder Representative and referred to in Condition 7 (Representation
of the Noteholders) of the Notes and all reasonable expenses relating to any notice and publication
made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each
Masse, including reasonable expenses relating to the calling and holding of Noteholders’ Meetings in
respect of each class of Notes, and all reasonable administrative expenses resolved upon by a
Noteholders’ Meeting.
“Compartment Expenses Arrears” means the difference (if any) between the amount of
Compartment Expenses due and payable on any Payment Date and the amount of Compartment
Expenses 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 being
the date falling six months after the maturity date of the last Purchased Receivable allocated to the
Compartment.
“Compartment Liquidation Event” means one of the events set out in Section “LIQUIDATION OF
THE 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 Principal
Account, the General Collection Account and the Interest Account following the liquidation of the
Compartment and the payment of principal, interest, expenses and commissions due under the
provisions of the Compartment Regulations.
“Compartment Regulations” means the agreement entered into on or before the Closing Date
between the Management Company and the Custodian, in connection with the establishment, the
operation and the liquidation of the Compartment.
“Conditions” means the general and/or particular terms and conditions applicable to the Specially
Dedicated Account on the date of the Specially Dedicated Account Bank Agreement.
“Constant Instalments Receivable” means a receivable in respect of which the Instalments paid by
the 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 Auto
Loan Contracts, including the provisions of the Consumers Code.
“Contentious Renegotiation” means a renegotiation of a Purchase Receivable carried out by the
Servicer 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 to
the court/tribunal pursuant to Title III of Book III of the Consumers Code, or article 1244-1 of the Civil
Code, 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 Loan
Contract relating to a Receivable must comply in order for such Receivables to be purchased at each
Purchase 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 entered
into by the Seller in connection with the Receivables.
“Contractual Interest Rate” means, in relation to any Receivable, the interest provided for in the
corresponding Auto Loan Contract.
“CPR” means, in respect of any Collection Period, the prepayment compound rate (expressed on an
annual basis) calculated on each Determination Date by the Management Company. The CPR is
equal 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 been
prepaid, as recorded during such Collection Period; and
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(b)
the aggregate of the Outstanding Balance of the Performing Receivables on the
Determination Date of the immediately preceding Collection Period less the Scheduled
Principal Payment in respect of such Performing Receivables and of such Collection
Period;
“Credit Reversals (Rejets)” means, for any wire transfer or any other means of payment relating to
any Purchased Receivable, any return for any reason whatsoever having the effect of not permitting
the 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), 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 French Credit
Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des
Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as co-founder
of 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 Regulations
and General Regulations.
“Data Protection Agent” means BNP Paribas Securities Services, a société en commandite par
actions 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) under
number 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 des
Etablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle
Prudentiel), acting in its capacity as data protection agent appointed by the Management Company
under the provisions of the Data Protection Agreement.
“Data Protection Agreement” means the agreement entered into on or before the Closing Date
between 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 the
Decryption 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 encrypted
information delivered by the Seller to the Management Company pursuant to the Master Purchase
Agreement, the code delivered on each Purchase Date by the Seller to the Data Protection Agent that
allows 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 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.
“Deferred Outstanding Balance” means, as of the relevant Purchase Date and on any
Determination Date thereafter, in respect of any Purchased Receivable being subject to a Deferred
Payment of the Purchase Price, the Outstanding Balance of that Purchased Receivable minus the
Adjusted 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 “DESCRIPTION
OF 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 a
Deferred Payment of the Purchase Price, an amount equal to the Deferred Outstanding Balance of
that Purchased Receivable as of the relevant Purchase Date.
“Delinquency Ratio” means, on any Determination Date, the ratio of (a) the aggregate Effective
Outstanding Balance of Delinquent Receivables over (b) the aggregate Effective Outstanding Balance
of all Performing Receivables.
“Delinquent Receivable” means any Performing Receivable in respect of which an amount is
overdue 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 Deferred
Payment of the Purchase Price, the Contractual Interest Rate, (ii) in respect of a Purchased
Receivable 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 Purchased
Receivable subject to a Deferred Payment of the Purchase Price, the Adjusted Outstanding Balance of
that Purchased Receivable as of such date or (b) in respect of a Purchased Receivable not subject to
a Deferred Payment of the Purchase Price, the Outstanding Balance of that Purchased Receivable as
of such date.
“Eligibility Criteria” means the criteria and specifications with which each Receivable must comply in
order to be purchased at each Purchase Date by the FCT (see Section “DESCRIPTION OF THE
AUTO LOAN CONTRACTS AND THE RECEIVABLES”).
“Encrypted Data File” means any electronically readable data tape containing encrypted information
relating to the personal data provided under paragraphs 2. of the lists of data set out in schedules 3
and 4 to the Master Purchase Agreement in respect of (i) each Debtor for each Receivable identified in
the 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 Defaulted
Receivable or a Delinquent Receivable, but excluding 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.
“EONIA” means, on any given day the weighted average rate per annum applicable to overnight
unsecured lending transactions in the Euro-Zone interbank market as calculated by the European
Banking Federation which appears on the Telerate page 247 and the Reuters page EURIBOR as of
7.00 p.m. (Brussels time), on that day (or: (a) such other page as may replace Telerate pages 247 and
the Reuters page EURIBOR on that service for the purpose of displaying such information; or (b) if that
service ceases to display such information, such page as displays such information on such service as
may replace the Dow Jones/Telerate monitor).
If, on any day, the rate is unavailable at such time and on such day the Management Company will
request the principal Paris office of four (4) of the Reference Banks to provide it with its offered
quotation to leading banks in the Euro-zone interbank market as at 11.00 a.m. (Brussels time) on the
day immediately following the day in question. The EONIA for the relevant day shall be determined, on
the basis of the offered quotations of those Reference Banks, as the arithmetic mean (rounded
upwards 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 offered
quotations 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 providing
such quotations;
(b)
if, on any such day, one (1) only or none of the Reference Banks provides the Management
Company with such an offered quotation, the Management Company will forthwith designate in
good 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 the
Management Company and the EONIA for the day in question shall be determined, as outlined
above, on the basis of the offered quotations of such banks as so designated (or, as the case
may be, the offered quotations of such banks as so designated and the relevant Reference
Bank); and
(c)
if no such bank(s) is (are) so designated or such bank(s) as so designated does (do) not
provide such a quotation(s), then the EONIA for the relevant day will be the EONIA in effect for
the 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-zone
calculated by the Banking Federation of the European Union by reference to the interbank
rates determined by the credit institutions appointed for this purpose by the Banking
Federation of the European Union, published by the European Central Bank in respect of the
applicable 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 the
purpose 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 Business
Days 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 on
such date, the Management Company will request the principal Paris office of each of the
Reference Banks (or any substitute reference bank(s) duly appointed by the Management
Company), to provide the Management Company with their quoted rates to premium banks in
the Euro-zone interbank market for 3 month euro deposits in the Euro-zone and for 1 month
euro deposits in the Euro-zone at or about 11.00 a.m. (Paris time) in each case on the relevant
Interest Rate Determination Date. The EURIBOR Reference Rate shall be determined on the
basis of the offered quotations of those Reference Banks. If, on any such Interest Rate
Determination Date, two or three only of the Reference Banks provide such offered quotations
to the Management Company, the EURIBOR Reference Rate for the relevant Interest Period
shall be determined, as aforesaid, on the basis of the offered quotations of those Reference
Banks providing such quotations. If, on any such Interest Rate Determination Date, one only or
none of the Reference Banks provides the Management Company with such an offered
quotation, the Management Company shall agree two banks (or, where one only of the
Reference Banks provides such a quotation, one additional bank) to provide such a quotation
or quotations to the Management Company and the EURIBOR Reference Rate for the relevant
Interest Period in question shall be determined, as aforesaid, on the basis of the offered
quotations of such banks as so agreed (or, as the case may be, the offered quotations of such
bank as so agreed and the relevant Reference Bank). If no such bank or banks is or are so
agreed or such bank or banks as so agreed does or do not provide such a quotation or
quotations, then the EURIBOR Reference Rate for the relevant Interest Period shall be the
EURIBOR 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, the
annual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) in
respect of each Monthly Interest Period during the revolving Period, the Amortisation Period and the
Accelerated Amortisation Period.
“EURO”, “EUR” or “€” is the currency of the Republic of France since the beginning on 1 January
1999 of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the
European Economic Community, as amended by the Treaty on the European Union. According to the
provisions of article L. 111-1 of the Monetary and Financial Code, the Euro is the lawful currency of the
Republic of France.
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“Euro-Zone” means the region comprised of the Member States of the European Union that adopts
the single currency in accordance with the Treaty establishing the European Community (signed in
Rome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7
February 1992).
“Euroclear” means Euroclear Bank S.A./N.V..
“Euroclear France” means Euroclear France, a société anonyme, whose registered office is located
at 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 Interest
Account as of the close of the immediately preceding Payment Date, (ii) the General Reserve
and (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 Swap
Amount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts
due to the Junior Swap Provider and (iii) the Class A Interest Amount and the Class B Notes
Interest Amount.
“Excluded Amounts” means (i) any insurance premium, maintenance fees or other services fees
owed by a Debtor in relation to Optional Supplementary Services and (ii) the application fees (frais de
dossier) owed by a Debtor in relation to an Auto Loan Contract.
“FCT” means the fonds commun de titrisation à compartiments AUTO ABS established jointly by
France Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacity
as 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 General
Regulations.
“FCT Establishment Date” means 25 November 2010.
“Final Legal Maturity Date” means, in respect of the Notes, 26 December 2022 (or the next Business
Day).
“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 Master
Purchase Agreement.
“Fitch Ratings” means Fitch Ratings Ltd., a rating agency licensed to assess notes issued by French
fonds communs de titrisation pursuant to article L. 214-44 of the Monetary and Financial Code, whose
head 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 under
each Interest Rate Swap Agreement.
“Fixed Junior Swap Amount” means the fixed amount, calculated by reference to the fixed rate of
2.30% and the Junior Swap Notional Amount payable by the FCT to the Junior Swap Provider under
the Junior Swap Agreement.
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“Floating Amount” means the floating amount, calculated by reference to the EURIBOR Reference
Rate and 50% of the Swap Notional Amount, payable by the Interest Rate Swap Counterparties to the
FCT under the Interest Rate Swap Agreement.
“Floating Junior Swap Amount” means the floating amount, calculated by reference to the relevant
EURIBOR Reference Rate and the Junior Swap Notional Amount, payable by the Junior Swap
Provider to the FCT under the Junior Swap Agreement.
“General Collection Account” means the bank account opened as such by the Management
Company in the name of the FCT with the Compartment Account Bank.
“General Memorandum” means the document (document de référence relating to the FCT) prepared
jointly by the Management Company and the Custodian in accordance with article L. 214-49-6 of the
Monetary and Financial Code and the AMF General Regulations (Règlement général de l’Autorité des
Marchés Financiers), in application of said regulations, registered by the Autorité des Marchés
Financiers on 28 October 2010 under number NR10-01.
“General Regulations” means the FCT general regulations (règlement général) dated 23 November
2010 and made between the Management Company and the Custodian in connection with the
establishment, the operation and the liquidation of the Compartments and other compartments of the
FCT.
“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 with
the 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 terms
of the General Reserve Cash Deposit Agreement on the Closing Date for an initial amount equal to
one (1) per cent. of the aggregate of the Initial Principal Amounts of the Notes. The General Reserve
Cash Deposit will be deposited on the General Reserve Account to fund the initial amount of the
General Reserve.
“General Reserve Cash Deposit Agreement” means the agreement entered into on or prior the
Closing Date between inter alia the Management Company, the Custodian and the Seller. The
General Reserve Cash Deposit Agreement relates to the establishment, the funding and the restitution
of the General Reserve Cash Deposit.
“General Reserve Required Amount” means on any Payment Date, one (1) per cent. of the sum of
the 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 the
Outstanding Balances of all Defaulted Receivables, for Receivables that became Defaulted
Receivables since the Closing Date, on the respective dates on which they became Defaulted
Receivables (excluding any Recoveries) and (b) the aggregate of the Outstanding Balances of all
Performing Receivables which have been purchased by the FCT and allocated to the Compartment
since the Closing Date as calculated on the first day of the Amortisation Period.
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“Information Date” means, at the latest, the fifth (5 ) Business Day following each Determination
Date.
“Initial Principal Amount of the Class A Notes” means, with respect to each Class A Note, the
principal 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, the
principal 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 the
date of the signature of that Auto Loan Contract before taking into account any payment of any initial
instalment payment.
“Initial Receivables" means the Receivables purchased by the FCT and allocated to the
Compartment 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 under
Dutch law and licensed as a credit institution, having its registered office at Amstelplein 1, 1096-HA
Amsterdam, The Netherlands registered with the Trade Register of the Chamber of Commerce at
Amsterdam, The Netherlands under number 33 196 218.
“Instalment Due Date” means, with respect to any Receivables, the date on which payment of
principal and interest are due and payable under the relevant Auto Loan Contract. The Instalment Due
Dates of the Initial Receivables are the 5th, the 10th, the 15th, the 20th, the 25th and the last day in
each month provided that such Instalment may be paid on any other Instalment Due Date as defined
by the commercial policy of Crédipar (or of any successor thereto) or in the event of any Renegotiation
of the Receivables.
“Instalments” means, in respect of any Auto Loan Contract the amounts of each of the instalments to
be made by the Debtor on each date on which such instalment have to be paid under that Auto Loan
Contract.
“Interest Account” means the bank account opened as such in the name of the FCT by the
Management Company with the Compartment Account Bank.
“Interest Component Purchase Price” means, as of any Purchase Date and in respect of each
Purchased 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 September
2011 (excluded); and
(b)
any Monthly Interest Period during the Revolving Period, the Amortisation Period and the
Accelerated Amortisation Period relevant for the calculation of the interest amounts due in
connection with the Class A Notes and the Class B Notes;
“Interest Priority of Payments” has the meaning given to it in Section “OPERATION OF THE
COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE
PERIODS – Priority of Payments during the Revolving Period and the Amortisation Period”.
nd
“Interest Rate Determination Date” means the second (2 ) Business Day preceding as the case
may be the Closing Date or any Payment Date.
“Interest Rate Swap Agreement” means each swap agreement (including the FBF Master
Agreement, the schedules, the confirmation and any other related document) dated on or prior the
Closing Date and made between the Management Company, the Custodian and each Interest Rate
Swap Counterparty pursuant to which such Interest Rate Swap Counterparty shall pay to the FCT for
the account of the Compartment the Floating Amounts and the FCT shall pay to such Interest Rate
Swap Counterparty the Fixed Amounts, provided the netting between Floating and Fixed Amounts duly
occurs on the payment dates.
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“Interest Rate Swap Counterparties” means each of BNP Paribas and Société Générale in their
capacity as credit institutions having signed on or before the Closing Date the Interest Rate Swap
Agreement with the Management Company and the Custodian, or any swap counterparty replacing
Société Générale or BNP Paribas.
“Interest Rate Swap Counterparty Rating Event” means one of the following events: (i) downgrade
of the ratings of the Interest Rate Swap Counterparty not being remedied as provided by the Interest
Rate Swap Agreement; (ii) such Interest Rate Swap Counterparty is subject to insolvency or
bankruptcy proceedings; or (iii) such Interest Rate Swap Counterparty is in default or fails to perform
under the relevant Interest Rate Swap Agreement.
“Investment Period” means any period commencing on (and including) a Monthly Settlement Date
and ending on (but excluding) the immediately following Monthly Settlement Date.
“Investor Report” means the monthly report to be prepared by the Management Company on each
Calculation Date for the validation by the Custodian and published by the Management Company on
its internet website on each Validation Date, in a form as attached to the Master Definitions
Agreement.
“Joint Arrangers” means BNP Paribas, London branch and Société Générale, respectively, in their
capacity 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, in
their capacity as lead managers for the placement of a portion of the Class A Notes and as underwriter
of a portion of the Class A Notes pursuant to the Class A Notes Underwriting and Subscription
Agreement.
“Joint Bookrunners” means BNP Paribas, London branch and Société Générale, respectively, in
their 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, a
schedule and a confirmation) dated on or before the Closing Date and made between the FCT, in
respect of the Compartment, represented by the Management Company and the Custodian and the
Junior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider is
the payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior Swap
Amounts.
“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 Notes
on the Payment Date on or immediately preceding such day, as calculated by the
Management Company.
“Junior Swap Provider” means Banque PSA Finance in its capacity as credit institution having
signed on or before the Closing Date the Junior Swap Agreement with the Management Company and
the Custodian.
“Junior Swap Termination Amount” means the amount due by the FCT to the Junior Swap Provider
or 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 Swap
Termination Amount which remains unpaid.
“Management Company” means France Titrisation, a société par actions simplifiée with a share
capital 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 mutual
funds (fonds communs de créances), acting in the name and on behalf of the FCT in respect of the
Compartment (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 each
Collection Period of the financial year;
(b)
the amount of the Compartment Cash by reference to the Assets Allocated to the
Compartment;
(c)
a description of the transactions carried out by the Compartment during the course of each
Collection Period of the financial year; and
(d)
information relating to the Purchased Receivables, to any other assets owned by, and any
financial contracts entered into by, the FCT with respect of the Compartment and the Notes
issued by the FCT with respect of the Compartment.
“Master Definitions Agreement” means the agreement entered into on or prior the Closing Date
between, inter alia, the Management Company, the Custodian, the Seller, the Servicer, the
Compartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties, the
Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent and the
Paying Agent and pursuant to which the parties have agreed to define a number of terms and phrases
in connection with the establishment and operation of the Compartment.
“Master Purchase Agreement” means the agreement entered into on or prior the Closing Date by
the Management Company, the Custodian and the Seller pursuant to which the Seller has intended to
assign 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 Date
between the Management Company, the Custodian and the Servicer, pursuant to which the
Management Company has appointed the Seller to service the Receivables and to enforce the
Ancillary 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 each
Monthly 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 Principal
Amounts of the Class B Notes (or following a Partial Early Amortisation Event, 90% of the
aggregate of the Initial Principal Amounts of the Class A Notes and the Initial Principal
Amounts of the Class B Notes); and
(b)
is the Effective Outstanding Balance of all Performing Receivables as calculated on the
immediately 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 Purchased
Receivable subject to a Deferred Payment of the Purchase Price, the Deferred Outstanding Balance
as 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 the
previous Monthly Payment Date (inclusive thereof) and the said Monthly Payment Date (exclusive
thereof), 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 last
Monthly Interest Period which ends on the Final Amortisation Date at the latest (exclusive thereof).
th
“Monthly Payment Date” means the 25 calendar day of each month and if such day is not a
Business Day, the next following Business Day, except where this should fall in the next calendar
month, in which case it shall fall on the immediately preceding Business Day. The first Monthly
Payment Date will be 26 September 2011.
“Monthly Reference Period” means any monthly period which comprises one Collection Period or, in
relation to the first Monthly Payment Date, all Collection Periods from the Closing Date and ending on
st
31 August 2011 (included).
“Monthly Servicer Report” means each computer file established by the Servicer supplied on each
relevant Information Date to the Management Company under the Master Servicing Agreement.
“Monthly Settlement Date” means the Business Day preceding each Payment Date.
Monthly Settlement Date will be 23 September 2011.
The first
“Moody’s” means Moody’s France S.A.S., a rating agency licensed to assess notes issued by the
French 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 as
an absolute figure, between the Floating Junior Swap Amount and the Fixed Junior Amount, payable
on such Payment Date pursuant to the Junior Swap Agreement.
“Net Junior Swap Amount Arrears” means, on any Payment Date, the Net Junior Swap Amounts
which remain unpaid, or as the case may be, the Net Junior Swap Amounts due to the FCT in respect
of the Compartment by the Junior Swap Provider.
“Net Swap Amount” means in respect of a given Payment Date, the difference, expressed as an
absolute figure, between the Floating Amount and the Fixed Amount, payable on such Payment Date
pursuant to the Interest Rate Swap Agreement.
“Net Swap Amount Arrears” means, on any Payment Date, the Net Swap Amounts which remain
unpaid or as the case may be, the Net Swap Amounts due to the FCT in respect of the Compartment
by 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 OF
THE 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 OF
THE 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 Interest
Shortfall, as applicable.
“Notification of Control” means the notice addressed by the Management Company to the
Specially 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 Bank
Agreement and in the form set out in schedule 1 of the Specially Dedicated Account Bank
Agreement.
“Notification of Release” means the notice addressed by the Management Company to the
Specially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank
Account, with a copy to the Servicer, pursuant to clause 5.3 of the Specially Dedicated Account Bank
Agreement and in the form set out in schedule 2 of the Specially Dedicated Account Bank
Agreement.
“Optional Supplementary Service” (prestations complémentaires facultatives) means any insurance
or assistance services or maintenance services offered to the Debtors by the Seller in its capacity as
insurance broker (courtier en assurance) or insurance intermediary (intermédiaire en assurance) or
agent (mandataire) of the relevant services provider, as the case may be, pursuant to the Auto Loan
Contracts.
“Outstanding Balance” means as of any Determination Date, in respect of any Purchased
Receivable, the present value of the remaining scheduled payments of principal and interest in
accordance with the amortisation schedule of such Receivable, using the Contractual Interest Rate as
discount 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 NOTES
DEPENDING ON THE PERIODS – Partial Early Amortisation”.
“Partial Early Amortisation Amount” means, on any relevant Monthly Payment Date, an amount
equal to 10% of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial
Principal Amount of the Class B Notes.
“Partial Early Amortisation Event” means the event occurring when on three (3) successive
Purchase Dates, the aggregate of the Effective Outstanding Balances of the Performing Receivables,
as calculated on the Determination Date immediately preceding each such Purchase Date (including
the aggregate of the Effective Outstanding Balances of the Auto Loan Contracts the related
Receivables in respect of 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 Initial Principal
Amount 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 Date
between the Management Company, the Custodian and the Paying Agent relating to the payments of
principal 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 status
of an investment firm (entreprise d’investissement) by the French Credit Institutions and Investment
Companies 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 case
may 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 Consumers
Code 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 the
Compartment 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 any
class, the principal amount outstanding resulting from the difference between the Initial Principal
Amount of the Notes of that class as at the Closing Date and the sum of principal amounts paid to the
Noteholders 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 each
Purchased Receivable, the Effective Outstanding Balance of such Purchased Receivable as of such
Purchase Date.
“Principal Deficiency Amount” means, pursuant to the Compartment Regulations, the amount equal
to:
(a)
on the Closing Date: zero; and
(b)
on any Monthly Payment Date during the Revolving Period and the Amortisation Period, the
greater of zero and an amount equal to (i) minus (ii) where:
“(i)”
equals the sum of (x) the Principal Deficiency Amount on the previous Monthly
Payment Date and (y) the Principal Deficiency Monthly Amount on that Monthly
Payment Date and (z) the aggregate of all amounts credited to the Interest Account by
debiting the Principal Account in accordance with paragraph (a) of the Principal Priority
of Payments on all previous Monthly Payment Dates; and
“(ii)”
equals the aggregate of all amounts credited to the Principal Account by debiting the
Interest Account in accordance with paragraph (e) of the Interest Priority of Payments
on 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, an
amount equal to the sum of the Effective Outstanding Balance of the Purchased Receivables
which became Defaulted Receivables during the Collection Period immediately preceding such
Monthly Payment Date (this amount not being covered by available excess margin).
“Principal Deficiency Shortfall” means, an event occurring when, on a Monthly Payment Date
during the Revolving Period, the amount transferred from the Interest Account to the credit of the
Principal Account in respect of the Principal Deficiency Amount, as applicable in accordance with the
Priority of Payments, is lower than the Principal Deficiency Amount, as calculated for the aforesaid
Monthly Payment Date.
“Principal Priority of Payments” has the meaning given to it in Section “OPERATION OF THE
COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE
PERIODS” – Priority of Payments during the Revolving Period and the Amortisation Period”.
“Priority of Payments” means
(a)
during the Revolving Period and the Amortisation Period:
(i)
the Interest Priority of Payments; and
(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 AND
AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS – Distributions”.
“Private Debtor” means each Debtor which is an individual using the relevant Car for private
purposes.
“Prospectus” means the prospectus made of the General Memorandum and the offering
memorandum approved by the Autorité des Marchés Financiers.
“Prospectus Directive” means the Directive 2003/73/EC on the prospectus to be published when
securities are offered to the public or admitted to trading, as lastly amended by Directive 2010/73/EU
of 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 car
dealer 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 (with
copy to the Custodian), no later than three (3) Business Days after any Information Date, pursuant to
the terms of the Master Purchase Agreement.
“Purchase Price” means, as of any Purchase Date and in respect of each Purchased Receivable, the
sum 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 the
Seller out of the relevant Priority of Payments.
“Purchase Shortfall” means an event which occurs when on two (2) successive Purchase Dates, the
aggregate of the Effective Outstanding Balance of the Performing Receivables, as calculated on the
Determination Date immediately preceding each of such Purchase Dates (including the aggregate of
the Effective Outstanding Balance of the Receivables which are sold by the Seller on the relevant
Purchase Date) is less than or equal to 80 per cent. of the aggregate of the Initial Principal Amount of
the 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 the
Master Purchase Agreement and allocated to the Compartment and (a) which remains outstanding
and (b) the purchase of which has not been rescinded (résolu) in accordance with the Master
Purchase Agreement.
“Rate of Interest” means, in respect of the Notes of any class, the aggregate of (i) EURIBOR
Reference 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 Loan
Contract.
“Receivables Eligibility Criteria” means the criteria and specifications with which each Receivable
must 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 AUTO
LOAN CONTRACTS AND THE RECEIVABLES”).
218
“Recoveries” means any amounts of principal, interest, arrears and other amounts received, in
respect of an enforcement proceeding, by the Servicer, acting in accordance with the Servicing
Procedures, 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 case
may 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 Servicing
Procedures, the Auto Loan Contracts and laws and regulations provisions in force.
rd
“Reduced Payment Date”: If the Management Company, on the third (3 ) Business Day immediately
preceding the Calculation Date has not received a Monthly Servicer Report due to be delivered by the
Servicer on the immediately preceding Information Date, the Payment Date immediately following that
Calculation Date shall be a “Reduced Payment Date”, save if such Payment Date is an Accelerated
Payment 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 for
communicating to the Management Company interest rate quotations for the calculation of EURIBOR
and, 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 OF
THE MASTER SERVICING AGREEMENT – Commercial Renegotiations”.
“Residual Units” means each of the 2 Residual Units issued by the FCT in connection with the
Compartment corresponding to an initial nominal amount of € 150 bearing interest at an undetermined
rate and subscribed on the Closing Date by the Seller under the terms of the Class B Notes and
Residual 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 to
occur of the Monthly Payment Date falling in November 2012 (included) and the date on which an
Amortisation Event occurs or the date on which an Accelerated Amortisation Event occurs. After the
Revolving 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 Collection
Period ending on such Determination Date, (i) in respect of a Purchased Receivable not subject to a
Deferred Payment of the Purchase Price, the scheduled principal payment as of the Instalment Due
Date falling during such Collection Period, in accordance with the Amortisation Schedule, or (ii) in
respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, (a) the
scheduled principal payment as of the Instalment Due Date falling during such Collection Period, in
accordance with the Amortisation Schedule minus (b) the relevant Monthly Deferred Principal as of
such Payment Date.
“Selection Date” means the Initial Selection Date or any Subsequent Selection Date, as the case
may be.
219
“Seller” means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under the
terms of the Master Purchase Agreement.
“Senior Swap Subordinated Termination Payments” means, in relation to each Interest Rate Swap
Agreement, the excess of (i) any termination payment due and payable by the FCT to the relevant
Interest Rate Swap Counterparty under such relevant Interest Rate Swap Agreement as a result of an
Event of Default or a Change in Circumstances (other than a tax event or illegality) (in each case as
defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty is
the Defaulting Party or the Affected Party, as applicable (in each case as defined in the relevant
Interest Rate Swap Agreement) over (ii) any amounts paid by any eligible replacement interest rate
swap counterparty in relation to such Event of Default or Change in Circumstances (in each case as
defined in the relevant Interest Rate Swap Agreement).
“Senior Swap Subordinated Termination Payments Arrears” means on any Payment Date, the
Senior Swap Subordinated Termination Payments which remain unpaid.
“Servicer” means the Seller appointed by the Management Company as servicer of the Receivables
under the Master Servicing Agreement.
“Servicer Termination Event” means one of the events defined in the Section “DESCRIPTION OF
THE MASTER SERVICING AGREEMENT – Termination”.
“Servicing Fee” the monthly fee payable to the Servicer in respect of the administration, recovery and
collection of the Receivables, which shall be equal, in respect of each Collection Period, to (i) 1/12 of
0.50 per cent. of the aggregate Outstanding Balance of all Performing Receivables which are not
Delinquent Receivables, serviced by the Servicer as at the beginning of the relevant Collection Period
plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and all
Defaulted 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 all
Performing 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 defined
between the Servicer pursuant to the Master Servicing Agreement (including those procedures
described in schedule 1 of the Master Servicing Agreement) and which must be applied by the
Servicer for the administration, recovery and collection of any Purchased Receivable.
“Specially Dedicated Account” means the bank account opened with the Specially Dedicated
Account Bank and which is a specially dedicated bank account (compte d’affectation spéciale) in
accordance with articles L. 214-46-1 and D. 214-103 of the Monetary and Financial Code and pursuant
the terms of the Specially Dedicated Account Bank Agreement.
“Specially Dedicated Account Bank” means Crédit Agricole S.A., a société anonyme with a share
capital 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 Credit Institutions and Investment Companies Committee (Comité des Etablissements
de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel).
“Specially Dedicated Account Bank Agreement” means the agreement entered into on or before
the Closing Date between the Management Company, the Custodian, the Servicer and the Specially
Dedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to be
operated as the Specially Dedicated Bank Account (compte spécialement affecté).
“Subsequent Purchase Date” means, with respect to any Additional Receivables, any date on which
the Seller transfers to the FCT, for their exclusive allocation to the Compartment, Additional
Receivables, under and subject to the terms of the Master Purchase Agreement. Any Subsequent
220
th
Purchase Date shall fall on the ninth (9 ) 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 after
each Information Date.
“Swap Counterparty Required Ratings” means Moody’s Second Trigger Required Ratings and the
Fitch Required Ratings, where:
“Moody’s Second Trigger Required Ratings” means (A) where a person is the subject of a
Moody’s Short-term Rating, such rating is "P-2" or above and its long-term, unsecured and
unsubordinated debt or counterparty obligations are rated "A3" or above or (B) where such
person is not the subject of a Moody’s Short-term Rating, its long-term, unsecured and
unsubordinated 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-term
rating scale in respect of a person’s short-term, unsecured and unsubordinated debt
obligations; and
“Fitch Required Ratings” means where:
(a)
(b)
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 are
assigned a rating or a credit view the equivalent of a rating of "F1" or above by
Fitch; and
(y)
the long-term unsecured and unsubordinated debt obligations of a person are
assigned a rating or a credit view equivalent to a rating of "A" or above by
Fitch (and, if rated "A", Fitch has not publicly announced that such rating is on
“Rating Watch Negative”); or
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 are
assigned a rating or a credit view the equivalent of a rating of "F2" or above by
Fitch; and
(y)
the long-term unsecured and unsubordinated debt obligations of a person are
assigned a rating or a credit view equivalent to a rating of "BBB+" or above by
Fitch (and, if rated "BBB+", Fitch has not publicly announced that such rating is
on “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 Balance
of the Performing Receivables on the Determination Date immediately preceding the Payment
Date on or immediately preceding such day and (y) the aggregate of the Principal Amount
Outstanding 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 Swap
Counterparty 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 Amount
which remains unpaid.
221
“Target Business Day” means a day on which the Trans-European Automated Real-Time Gross
Settlement 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 following
the termination of an Auto Loan Contract as a result of the default of the Debtor.
“Transaction Documents” means the General Regulations, the Compartment Regulations, the
Master Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements,
the Junior Swap Agreement, the Compartment Bank Account Agreement, the Compartment Cash
Management Agreement, the Paying Agency Agreement, the Data Protection Agreement, the Class A
Notes Underwriting and Subscription Agreement, the Class B Notes and Residual Units Subscription
Agreement, the General Reserve Cash Deposit Agreement, the Specially Dedicated Account Bank
Agreement and the Master Definitions Agreement.
“Transfer Document” means the Acte de Cession de Créances governed by the provisions of articles
L. 214–43 of the Monetary and Financial Code which will include the mandatory provisions of article
D. 214–102 of the Monetary and Financial Code, pursuant to which the Seller will assign to the FCT
the Receivables on each Purchase Date.
"Uniform Servicing Procedures" means the servicing and management procedures usually applied
by each of the Servicers as directed by Crédipar.
“Unpaid Balance” means in relation to any Receivable which remains unpaid in full or in part, the
unpaid balance of such Receivable as recorded by the Servicer, or the Management Company as the
case 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.
rd
“Validation Date” means the third (3 ) Business Day preceding each Payment Date.
“Variable Instalment Receivables” means a Receivable arising under an Auto Loan Contract
providing up to 3 levels of Instalments but not a significant high Instalment on the last Instalment Due
Dates.
222
APPENDIX II - NOTES DESCRIPTION TABLE
Ranking of the
Notes/Residual Units
Class A Notes
Class B Notes
Residual Units
Number of
Notes/Residual Units
9,560
940
2
Nominal Value per
Note/Residual Unit
€ 100,000
€ 100,000
€ 150
Global Principal
Amount at Closing
Date
956,000,000
94,000
300
Subscription Period
from 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 Rate
EURIBOR Reference Rate +
0.90 per cent.
EURIBOR Reference Rate +
1.60 per cent.
Undetermined
Frequency of interest
payment (1)
Monthly
Monthly
Monthly
Interest Payment
Dates
25th of each month
25th of each month
25th of each month
On occurrence of a Partial
Amortisation Event and
monthly during the
Amortisation Period and the
Accelerated Amortisation
Period, except on a Reduced
Payment Date
In fine
Redemption
Frequency
On occurrence of a Partial
Amortisation Event and
monthly during the
Amortisation Period and the
Accelerated Amortisation
Period, except on a Reduced
Payment Date
Weighted Average
Life of the
Notes/Residual Units
See section “Weighted
Average Life of the Class A
Notes”
Undetermined
Undetermined
Final Legal Maturity
Date
26 December 2022
26 December 2022
Compartment Liquidation
Date
Nominal Redemption
Amount (2)
€ 100,000
€ 100,000
€ 150
Fitch Ratings rating
(3)
AAAsf
Unrated
Unrated
Moody’s rating (3)
(Aaa (sf))
Unrated
Unrated
Form of the
Notes/Residual Units
Book entry form
Registered form
Registered form
Placement of the
Notes/Residual Units
Private
Banque PSA Finance
Crédipar
Application has been made to
list Class A Notes on the
Paris Stock Exchange
(Euronext Paris)
Unlisted
Unlisted
Listing and Relevant
Stock Exchanges
Clearing Systems
Euroclear France,
Clearstream Banking
NA
NA
064200283
NA
NA
FR0011069038
NA
NA
Common Codes
ISIN Codes
(1)
The first Payment Date is 26 September 2011.
(2)
To the extent of the Available Distribution Amount.
(3)
Preliminary ratings.
223
APPENDIX III - RATINGS
France Titrisation, in its capacity as Management Company, Banque PSA Finance, in its
capacity as Custodian, and Crédipar, in its capacity as Seller, have agreed to request Fitch Ratings
and Moody’s, in their capacity as Rating Agencies appearing on the list established by the decree
dated of 23 August 1991, to provide ratings for the Class A Notes and to prepare the rating documents
as 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 the
timely payment of interest to the Class A Noteholders on each Payment Date and the ultimate
payment of principal at the latest on the Final Legal Maturity Date.
The ratings assigned by the Rating Agencies should not be considered as a
recommendation or an invitation to subscribe, to sell or to purchase any Class A Notes. Such
ratings may be, at any time, revised, suspended or otherwise withdrawn by the Rating
Agencies.
This assessment of the Rating Agencies takes into account the capacity of the FCT to
reimburse in full the principal of the Class A Notes at the latest on the Final Legal Maturity Date. It
also takes into account the nature and characteristics of the Purchased Receivables, the regularity and
continuity of the cash flows from the transaction, the legal aspects relating to Class A Notes of each
class and the nature and extent of the coverage of the credit risks related to Class A Notes of each
class. The rating of the Class A Notes does not involve any assessment of the yield that any Class A
Noteholder 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 to
make subsequently, based on any information that comes to their attention:
-
are formulated by the Rating Agencies on the basis of information communicated to them and
of 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, except
in 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, with
respect to any subscribers of Notes of each class, an invitation, recommendation or incentive
to 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 the
Rating Agencies to the Class A Notes, shall have no consequences on any rating assigned to
notes or units issued by the FCT in respect of any other compartment as may be established
from 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 notes
issued by the FCT in respect of any other compartment shall have no consequences on the
ratings assigned by the Rating Agencies to Class A Notes issued by the FCT.
224
APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH RATINGS
225
Structured Finance Auto Loans France Presale Auto ABS FCT Compartiment 2011‐1
Analysts Expected Ratings
Paul Peyré
+33 1 4429 9170
[email protected]
Class
A
B
Total Issuance
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)
Amount (EURm)
956.00m
94.00m
1,050.00
Final Maturity Ratinga
December 2022 AAAsf
December 2022 NRsf
LSR
LS1
NR
CE (%)
8.95
0.00
Outlook
Stable
n.a.
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 www.fitchratings.com 24 June 2011 Structured Finance
·
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 Sensitivity1
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
Original rating
Increase base case by 10%
Increase base case by 25%
Increase base case by 50%
Class A
AAAsf
AAAsf
AA+sf
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
Auto ABS FCT Compartiment 2011‐1
June 2011 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
2
Structured Finance
Rating Sensitivity to Reduced Recovery Rates
Original rating
Reduce base case by 10%
Reduce base case by 25%
Reduce base case by 50%
Class A
AAAsf
AAAsf
AAAsf
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
Original rating
Increase defaults by 10% and reduce recoveries by 10%
Increase defaults by 25% and reduce recoveries by 25%
Increase defaults by 50% and reduce recoveries by 50%
Class A
AAAsf
AA+sf
AAsf
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 3 Structured Finance
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 Obligors Servicer: Crédipar Cash Manager: Banque PSA Finance Management Company: France Titrisation Originator/Seller: Crédipar Issuer: Auto ABS FCT Compartiment 2011­1 Class A Notes Senior Interest Rate Swap Counterparties: BNP Paribas and Société Générale Account Bank: Crédit Agricole Corporate and Investment Bank Class B Notes Specially Dedicated Bank Account: Crédit Agricole S.A. Source: Transaction documents, Fitch 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
Auto ABS FCT Compartiment 2011‐1
June 2011 4 Structured Finance
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
Auto ABS FCT Compartiment 2011‐1
June 2011 5 Structured Finance
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 6 Structured Finance
Figure 2
Summary of the Priority of Payments Applicable During the Revolving
Period and the Amortisation Period
Interest priority of payments
1
Senior expenses
2
3
4
5
6
7
8
9
Principal priority of payments
1
Revenue deficiency in respect of senior
expenses, payments under the interest rate
swap agreement and payment of interest on
the class A notes
Payments under the interest rate swap
2
During the revolving period, payment of the
agreement (excluding subordinated swap
principal component purchase price of
termination payments)
additional pool
Interest on the class A notes
3
During the amortisation period, principal on
the class A notes
Replenishment of the general reserve at the 4
Revenue deficiency in respect of payment of
required level
interest on the class B notes
Payment on the PDL
5
During the amortisation period, principal on
the class B notes
Payment of the subordinated interest rate
6
Liquidation surplus paid the holders of the
swap amounts
residual units on the compartment
liquidation date.
Payments under the junior swap agreement
Interests on the class B notes
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
2
3
4
5
6
7
8
9
10
11
Senior expenses
Payments under the interest rate swap agreement (excluding subordinated swap termination
payments)
Interests on the class A notes
Replenishment of the general reserve at the required level
Principal on the class A notes (until redemption in full)
Payment of subordinated interest rate swap amounts
Payments under the junior swap agreement
Interests on the class B notes
Principal on the class B notes (until redemption in full)
Repayment of the outstanding general reserve to the seller
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:
Auto ABS FCT Compartiment 2011‐1
June 2011 ·
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
7 Structured Finance
·
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:
Auto ABS FCT Compartiment 2011‐1
June 2011 8
Structured Finance
·
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
Auto ABS FCT Compartiment 2011‐1
June 2011 9
Structured Finance
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,
(automated reminders sent);
o
phone number search;
o
personalised recovery process by phone.
function
of
the
payment
behaviour
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 10 Structured Finance
Figure 4
Key Characteristics of the Portfolioa
NV loans
575,914,409
54.4
125,262
4,598
8.2
56.0
44.0
12.0
53.1
Current balance (EUR)
Current balance (%)
Number of loans
Average current loan balance (EUR)
WA interest rate (%)
WA original term (months)
WA remaining term (months)
WA seasoning (months)
WA OLTV (%)
UV loans
422,786,153
40.0
100,432
4,210
9.7
56.8
42.6
14.2
62.5
Balloon loans
59,225,273
5.6
4,495
13,176
10.4
53.7
42.1
11.5
84.5
Total pool
1,057,925,835
100.0
230,189
4,596
8.9
56.2
43.3
12.9
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
Cumulative Defaults per Origination Vintage on NV Loans
2004
(%)
2005
2006
2007
2008
2009
2010
2.0
1.5
1.0
0.5
0.0
0
1
2
3
4
5
6
7
8
9
New Vehicle Loans => NV Loans
Source: Fitch, Credipar
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 25
(Quarters since origination)
Figure 6
Cumulative Defaults per Origination Vintage on UV Loans
2004
(%)
2005
2006
2007
2008
2009
2010
4.0
3.0
2.0
1.0
0.0
0
1
2
3
4
5
6
Used Vehicle Loans => UV Loans
Source: Fitch, Credipar
Auto ABS FCT Compartiment 2011‐1
June 2011 7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 25
(Quarters since origination)
11 Structured Finance
Figure 7
Cumulative Defaults per Origination Vintage on Balloon Loans
2004
(%)
2005
2006
2007
2008
2009
2010
2.5
2.0
1.5
1.0
0.5
0.0
0
1
2
3
4
5
6
7
8
9
Balloons Loans => Balloon Loans
Source: Fitch, Credipar
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 25
(Quarters since origination)
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
Cumulative Recoveries per Origination Vintage on NV Loans
2004
(%)
2005
2006
2007
2008
2009
2010
70
60
50
40
30
20
10
0
0
1
2
3
4
5
6
New Vehicle Loans => NV Loans
Source: Fitch, Credipar
Auto ABS FCT Compartiment 2011‐1
June 2011 7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
(Quarters since origination)
12 Structured Finance
Figure 9
Cumulative Recoveries per Origination Vintage on UV Loans
2004
(%)
2005
2006
2007
2008
2009
2010
60
50
40
30
20
10
0
‐10
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)
Used Vehicle Loans => UV Loans
Source: Fitch, Credipar
Figure 10
Cumulative Recoveries per Origination Vintage on Balloon Loans
2004
(%)
2005
2006
2007
2008
2009
2010
120
100
80
60
40
20
0
0
1
2
3
4
5
6
7
Balloons Loans => Balloon Loans
Source: Fitch, Credipar
8
9
10
11
12 13
14
15
16 17
18
19
20
21
22
23
24 25
(Quarters since origination)
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 (%)
NV loans
UV loans
Balloon loans
Size (%)
54.4
40.0
5.6
Default base case (%)
1.8
4.0
2.3
Recovery base case (%) Loss base case (%)
45.0
1.0
40.0
2.4
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).
Auto ABS FCT Compartiment 2011‐1
June 2011 13 Structured Finance
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
(%)
Rating DR
Rating RR
Rating loss rate
Base case
2.9
41.6
1.7
AAA
13.2
20.8
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
Monthly Annualised Dynamic Prepayments
(%)
NV
UV
Balloons
50
40
30
20
10
0
Jan 04
Oct 04
Jul 05
Apr 06
Jan 07
Nov 07
Aug 08
May 09
Feb 10
Dec 10
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 14 Structured Finance
Figure 14
Prepayment Rate Assumptions
(%)
High
Low
Base case
20
5
AAAsf
30
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 15 Structured Finance
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 16 Structured Finance
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 17 Structured Finance
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.
Auto ABS FCT Compartiment 2011‐1
June 2011 18 Structured Finance
Appendix: Transaction Overview Auto ABS FCT Compartiment 2011‐1
France/ABS
Figure 15
Capital Structure
Class
Expected ratingsa
A
B
Total
AAAsf
NRsf
General reserve
Size (%)
Size (EURm)
CE (%)
91.05
8.95
956.00
94.00
1,050.00
8.95
0.00
Interest rate
PMT Freq
Final maturity
Euribor + TBD bp
Euribor + TBD bp
Monthly
Monthly
December 2022
December 2022
ISIN/CUSIP
FR0011069038
n.a.
10.50m
a
All rated classes have a Stable Outlook
Source: Fitch
Key Information
Details
Closing date
Country of assets and type
Country of SPV
Analyst
Parties
TBD
French auto loans
France
Paul Peyré
+33 1 4429 9170
[email protected] Seller/originator Servicer Account bank
Specially dedicated bank account
Interest rate swap counterparties
Management company Custodian
Credipar Credipar Crédit Agricole Corporate and Investment Bank
Crédit Agricole S.A.
BNP Paribas and Société Générale
France Titrisation
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.
Simplified Structure Diagram Obligors Servicer: Crédipar Cash Manager: Banque PSA Finance Originator/ Seller: Crédipar Issuer: Auto ABS FCT Compartiment 2011­1 Senior Interest Rate Swap Counterparties: BNP Paribas and Société Générale Account Bank: Crédit Agricole Corporate and Investment Bank Management Company: France Titrisation
Class A Notes Class B Notes Specially Dedicated Bank Account: Crédit Agricole S.A. Source: Transaction documents, Fitch Source: Fitch Auto ABS FCT Compartiment 2011‐1
June 2011 19 Structured Finance
ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ
THESE
LIMITATIONS
AND
DISCLAIMERS
BY
FOLLOWING
THIS
LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS . IN ADDITION, RATING DEFINITIONS AND
THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT
WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM
THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST,
AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO
AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE.
Copyright © 2011 by Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries. One State Street Plaza, NY, NY 10004.Telephone: 1‐800‐753‐4824,
(212) 908‐0500. Fax: (212) 480‐4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights
reserved. In issuing and maintaining its ratings, Fitch relies on factual information it receives from issuers and underwriters and from
other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in
accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent
such sources are available for a given security or in a given jurisdiction. The manner of Fitch’s factual investigation and the scope of the
third‐party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in
the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public
information, access to the management of the issuer and its advisers, the availability of pre‐existing third‐party verifications such as audit
reports, agreed‐upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by
third parties, the availability of independent and competent third‐party verification sources with respect to the particular security or in
the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch’s ratings should understand that neither an enhanced
factual investigation nor any third‐party verification can ensure that all of the information Fitch relies on in connection with a rating will
be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch
and to the market in offering documents and other reports. In issuing its ratings Fitch must rely on the work of experts, including
independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are
inherently forward‐looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts.
As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at
the time a rating was issued or affirmed.
The information in this report is provided “as is” without any representation or warranty of any kind. A Fitch rating is an opinion as to the
creditworthiness of a security. This opinion is based on established criteria and methodologies that Fitch is continuously evaluating and
updating. Therefore, ratings are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a
rating. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is
not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were
involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report
providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the
issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at anytime for any reason in the
sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any
security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax‐
exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other
obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency
equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a
particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable
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publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.
Auto ABS FCT Compartiment 2011‐1
June 2011 20 APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY’S
197
INTERNATIONAL STRUCTURED FINANCE
JUNE 24, 2011
PRE-SALE REPORT
Auto ABS FCT Compartiment 2011-1
ABS / Auto Loans / France
Provisional (P) Ratings
Closing Date
[July 13, 2011]
Table of Contents
PROVISIONAL (P) RATINGS
1
ASSET SUMMARY (CUT OFF DATE AS OF
1
27/05/2011)
LIABILITIES, CREDIT ENHANCEMENT
2
AND LIQUIDITY
2
COUNTERPARTIES
PARAMETER SENSITIVITIES FOR
3
TRANCHE A
4
COMPOSITE V SCORE
5
STRENGTHS AND CONCERNS
STRUCTURE, LEGAL ASPECTS AND
7
ASSOCIATED RISKS
ORIGINATOR PROFILE, SERVICER
10
PROFILE AND OPERATING RISKS
12
COLLATERAL DESCRIPTION
15
CREDIT ANALYSIS
17
BENCHMARKING ANALYSIS
22
PARAMETER SENSITIVITIES
22
MONITORING
23
RELATED RESEARCH
24
APPENDIX 1
APPENDIX 2
26
Analyst Contacts
Virginie Marraud des Grottes
Analyst
33.1.5330.1021
[email protected]
Series
Rating
A
(P)Aaa(sf)
B
NR
Total
Amount
(Million)
€[956]
[91.1]
€[94]
[8.9]
€[1,050] [100.00]
ADDITIONAL CONTACTS:
Client Services Desks:
London: 44.20.7772.5454
[email protected]
Monitoring: [email protected]
Website: www.moodys.com
Legal Final
Maturity
[Dec 2022]
[Dec 2022]
Coupon
Subordination*
Reserve
Fund**
Total Credit
Enhancement***
[1mE] +[.]%
[1mE] + [.]%
[8.9]%
[0]%
[1]%
[0]%
[9.9]%
[0]%
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]):
V Score for the subject transaction:
Low/Medium
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):
Servicer(s):
Receivables:
Methodology Used:
Stephan Richtering
44.20.7772.1788
[email protected]
» contacts continued on the last page
% of
[Notes/
Assets]
Total Amount::
Length of Revolving
Period:
Number of Borrowers:
Borrower
Concentration:
Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2)
Crédipar NR(99.9% subsidiary of Banque PSA Finance Baa1/P-2)
Loans granted to individuals resident in France to finance the purchase of new and
used vehicles
» 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)
[€ 1,058 million]
[16 months Revolving]
[228 274 ]
[Largest borrower: 0.005%]
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.
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:
Credit Enhancement/Reserves:
Form of Liquidity:
Number of Interest Payments
Covered by Liquidity:
Interest Payments:
Principal Payments:
Payment Dates:
Hedging Arrangements:
[4.64%] (wa asset margin at closing minus (wa note margin + all contractual cost+ swap costs)) annualised excess
spread at closing
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
Liquidity facility, Excess spread, principal to pay interest mechanism
[3 ]months of senior expenses and Class A notes coupons
Monthly in arrears on each payment date
Pass-through on each payment date
25th calendar day of each month
First payment date: [25 September 2011]
Fix-to-Floating Swap with Société Générale and BNP Paribas
Counterparties
Issuer:
Sellers/Originators:
Servicer(s):
Back-up Servicer(s):
Back-up Servicer Facilitator(s):
Cash Manager:
Back-up Cash Manager:
Calculation Agent/Computational
Agent:
Back-up Calculation/Computational
Agent:
Seniro Swap Counterparties:
Junior Swap Counterparty:
Issuer Account Bank:
Collection Account Bank:
Paying Agent:
Management Company
Issuer Administrator/Corporate
Service Provider:
Specially Dedicated Account Holder:
Joint Lead Arranger(s):
Data Protection Agent:
Custodian:
2
JUNE 24, 2011
Auto ABS FCT Compartiment 2011-1
Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2)
Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2)
None
France Titrisation (NR)
France Titrisation (NR) and Banque PSA Finance (Baa1/P-2)
None
France Titrisation (NR)
None
Société Générale (Aa2/P-1) and BNP Paribas (Aa2/P-1)
Banque PSA Finance (Baa1/P-2)
CA CIB (Aa3/P-1)
Banque PSA Finance (Baa1/P-2)
CACEIS
France Titrisation(NR)
France Titrisation (NR)
Crédit Agricole S.A (Aa1/P-1)
BNP Paribas and Société Générale
BNP Paribas Securities Services
Banque PSA Finance (Baa1/P-2)
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Moody’s View
Rating France
Outlook for the Sector:
Aaa
Stable
Unique Feature:
Degree of Linkage to Originator:
Asset type and structure previously seen in market
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:
% of Book Securitised:
Behaviour of Precedent Transactions:
Key Differences Between Subject and
Precedent Transactions:
Portfolio Relative Performance:
Default Rate Assumed/Ranking:
Coefficient of Variation Assumed on
Default Rate/Ranking:
Recovery Rate Assumed/Ranking:
4 previous transactions in France
19.8% as of 31 December 2010
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.
The transaction structure is very similar compared to previous auto loan ABS from Banque PSA Finance
[3]%/ in line with peer group
[45]%/in line with peer group
[30]%/ in line with peer group
Parameter Sensitivities for Tranche A
Table Interpretation:
Factors Which Could Lead to a
Downgrade:
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).
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
Mean Default
[3.00]%
[3.25]%
[3.50]%
[30]%
Aaa*
[Aa1] (1)
[Aa1] (1)
[25]%
[Aa1] (1)
[Aa2] (2)
[Aa3] (3)
[20]%
[Aa1] (1)
[Aa2] (2)
[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.
3
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Composite V Score
Sector
Transaction
(L/M)
L/M
L/M
L
L
L/M
[ (L/M) ]
L/M
L/M
L
L
L/M
L/M
L/M
L
L
L/M
L/M
L
L
Complexity and Market Value Sensitivity
3.1
Transaction Complexity
L/M
L/M
L/M
L/M
3.2
L/M
L/M
L
L/M
L
L
L/M
L
Breakdown of the V Scores Assigned To
Remarks
Composite Score:
1
2
3
4
4
Sector Historical Data Adequacy and Performance Variability
1.1
Quality of Historical Data for the Sector
1.2
Sector's Historical Performance Variability
1.3
Sector's Historical Downgrade Rate
Issuer/Sponsor/Originator Historical Data Adequacy,
Performance Variability and Quality of Disclosure
2.1
Quality of Historical Data for the Issuer/Sponsor/
Originator
2.2
Issuer/Sponsor/Originator's Historical Performance
Variability
2.3
Disclosure of Securitization Collateral Pool Characteristics
2.4
Disclosure of Securitization Performance
Analytic Complexity
3.3
Market Value Sensitivity
Governance
4.1
Experience of, Arrangements Among and Oversight of
Transaction Parties
4.2
Back-up Servicer Arrangement
L
L
4.3
Alignment of Interests
L
L
4.4
Legal, Regulatory, or Other Uncertainty
L/M
L/M
JUNE 24, 2011
» Same as sector score
» Same as sector score
» Same as sector score
» The originator provided historical information
from 2004 to 2010 on net losses, default and
delinquencies.
» Information on recoveries was not provided.
» In line with market index.
» Securitized portfolios are performing well
within Moody’s initial expectations.
» We received stratification tables for the
portfolio covering the main characteristics.
» In line with auto loan securitizations.
» 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.
» 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
» Model is well tested and well understood.
» Additional analysis done to reflect specific
credit risk aspects of balloon loans.
» In line with a typical transaction in the sect
» Originator and servicer has 10 years of
securitisation experience (first securitization in
2001)
» None -Crédipar is a 99.9% subsidiary of Banque
PSA Finance rated Baa1
» The management company acts as Back-up
servicer facilitator
» In line with a typical transaction in the sector
» Banque PSA Finance retains the Class B
» In line with a typical transaction in the sector
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Strengths and Concerns
Strengths:
Concerns and Mitigants:
»
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.
Moody’s committees particularly focused on the following
factors, listed in order of those most likely to affect the
ratings:
»
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.
»
»
»
5
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).
JUNE 24, 2011
»
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
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.
6
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Structure, Legal Aspects and Associated Risks
CHART 2
Structure Chart
France Titrisation
Management
Company
CA S.A.
Specially Dedicated
Account Bank
Banque
PSA Finance
Custodian
CACEIS
Paying Agent
Banque
PSA Finance
Compartment
Cash Manager
CACIB
Compartment
Account Bank
Receivables
Assignment
Crédipar
Seller & Servicer
Purchase
Price
(& Deferred Purchase Price)
Auto ABS FCT
Compartment
2011-1
Issuer
BNP Paribas &
Société Générale
Class A Notes
Interest Rate
Swap Counterparties
Note
Interest
& Principal
BNP Paribas
Securities Services
Data Protection Agent
Class A Notes
Class B Notes
Issuance
Proceeds
Residual Units
Banque
PSA Finance
Class B Notes
Swap Provider
Liabilities:
7. Net junior swap amounts due to the swap counterparty
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:
8. Interest on Class B;
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;
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;
5. Combined PDL for Class A and Class B
3. During the amortisation period, principal payments
(subject to pro-rata amortisation trigger) until repaid in
full to Class A;
6. Swap termination payments if the swap counterparty is
the defaulting party;
4. Any uncovered amount from the items 8 of the interest
waterfall;
4. Reserve fund replenishment;
7
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
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 servicer has failed to deliver the monthly servicer report
The revolving period will be terminated and the
notes will start amortising
Reduced payment date
Amortisation Event
Partial Amortisation
Event
Accelerated
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
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.
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
Reserve Fund - Liquidity:
Assets:
»
Principal to pay interest mechanism
Asset transfer:
»
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.
8
JUNE 24, 2011
No principal payment is made and only items 1,2
and 3 of the interest waterfall are paid
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
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.
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;
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.
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
9
JUNE 24, 2011
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.
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:
Financial Institution Group
Outlook for Sector:
Ownership Structure:
Asset Size:
% of Total Book Securitised:
Transaction as % of Total Book:
% of Transaction Retained:
Originator Assessment
NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2)
Stable
Crédipar is a 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) itself 100% owned by the group PSA
Peugeot-Citroen
19.8% as of 31 December 2010
Class B notes 8.9%
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:
Regulated by:
Total Number of Receivables
Serviced:
Number of Staff:
» NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2)
» Bank of France
» Not available
Servicer Assessment:
Main Strengths and Challenges
» Not available
»
»
»
»
(+)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:
Ownership Structure:
Regulated by:
Total Number of Receivables
Serviced:
Number of Staff:
Strength of Back-up Servicer
Arrangement:
Receivables Administration
Method of Payment of Borrowers
in the Pool:
% of Obligors with Account at
Originator:
Distribution of Payment Dates:
10
JUNE 24, 2011
[None appointed]
[Not applicable]
[Not applicable]
[Not applicable]
[Not applicable]
[Not applicable]
100% direct debit, prepayments made by cheques or postal order
0%
Not available
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Cash Manager Background: France Titrisation
Rating:
Main Responsibilities:
Calculation Timeline:
Not Rated (fully owned by BNP PARIBAS Securities Services which is fully owned by BNP PARIBAS (Aa2/P-1)
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
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:
Main Responsibilities of Back-up
Cash Manager:
[Not applicable]
[Not applicable]
[Other Key Counterparty]
Cash manager/delegated role from
the management company]:
Banque PSA Finance (Baa1/P-2)
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:
Appointment of Back-up Servicer
Upon:
Key Cash Manager Termination
Events:
Notification of Obligors of True
Sale:
Conversion to Daily Sweep (if
original sweep is not daily):
Notification of Redirection of
Payments to SPV’s Account:
Accumulation of Set Off Reserve:
Accumulation of Liquidity Reserve :
Set up Liquidity Facility:
11
JUNE 24, 2011
Insolvency, Payment Default, breach obligations, incorrect representations & warranties
Servicer Termination Events
Replacement at the request of the Management Company, upon compartment liquidation
Servicer replacement
Not Applicable
Servicer replacement
Not Applicable
Not Applicable
Not Applicable
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
12
JUNE 24, 2011
Source: Banque PSA Finance
Source: Banque PSA Finance
CHART 7
CHART 8
30.00%
30.00%
25.00%
25.00%
20.00%
20.00%
15.00%
15.00%
10.00%
10.00%
5.00%
5.00%
0.00%
0.00%
Source: Banque PSA Finance
Portfolio Breakdown by Original Principal Balance( EUR)
Portfolio Breakdown by Outstanding Principal Balance (
EUR)
40,000.00 - 60,000.00
CHART 4
38,000.00 - 40,000.00
36,000.00 - 38,000.00
34,000.00 - 36,000.00
32,000.00 - 34,000.00
30,000.00 - 32,000.00
28,000.00 - 30,000.00
26,000.00 - 28,000.00
24,000.00 - 26,000.00
22,000.00 - 24,000.00
20,000.00 - 22,000.00
CHART 3
72.00 - 78.00
66.00 - 72.00
60.00 - 66.00
16,000.00 - 18,000.00
14,000.00 - 16,000.00
12,000.00 - 14,000.00
10,000.00 - 12,000.00
8,000.00 - 10,000.00
6,000.00 - 8,000.00
4,000.00 - 6,000.00
2,000.00 - 4,000.00
0.00 - 2,000.00
40,000.00 - 60,000.00
38,000.00 - 40,000.00
36,000.00 - 38,000.00
34,000.00 - 36,000.00
32,000.00 - 34,000.00
30,000.00 - 32,000.00
28,000.00 - 30,000.00
26,000.00 - 28,000.00
24,000.00 - 26,000.00
22,000.00 - 24,000.00
20,000.00 - 22,000.00
18,000.00 - 20,000.00
Source: Banque PSA Finance
54.00 - 60.00
0.00%
16,000.00 - 18,000.00
0.00%
48.00 - 54.00
5.00%
18,000.00 - 20,000.00
5.00%
42.00 - 48.00
10.00%
12,000.00 - 14,000.00
10.00%
36.00 - 42.00
15.00%
14,000.00 - 16,000.00
15.00%
30.00 - 36.00
20.00%
10,000.00 - 12,000.00
25.00%
24.00 - 30.00
25.00%
8,000.00 - 10,000.00
6,000.00 - 8,000.00
4,000.00 - 6,000.00
20.00%
18.00 - 24.00
12.00 - 18.00
0.00 - 2,000.00
2,000.00 - 4,000.00
INTERNATIONAL STRUCTURED FINANCE
Collateral Description (securitized portfolio as of 27 May 2011)
30.00%
20.00%
25.00%
10.00%
15.00%
0.00%
5.00%
Source: Banque PSA Finance
CHART 5
CHART 6
Portfolio Breakdown by Original LTV
Portfolio Breakdown by Original Term to Maturity (Months)
80.00%
60.00%
70.00%
40.00%
50.00%
30.00%
20.00%
10.00%
0.00%
Portfolio Breakdown by Remaining Term to Maturity (Months) Portfolio Breakdown by Seasoning (Months)
Source: Banque PSA Finance
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
CHART 9
CHART 10
Portfolio Breakdown by Contractual Interest Rate
Portfolio Breakdown by Region of Residence
12.00%
25.00%
10.00%
20.00%
8.00%
6.00%
15.00%
4.00%
10.00%
2.00%
0.00%
5.00%
0.00%
Source: Banque PSA Finance
Source: Banque PSA Finance
CHART 11
CHART 12
Portfolio Breakdown by Car Brand
Portfolio Breakdown by Purpose of Financing
60.00%
70.00%
50.00%
60.00%
50.00%
40.00%
40.00%
30.00%
30.00%
20.00%
20.00%
10.00%
10.00%
0.00%
0.00%
PEUGEOT
CITROEN
Vehicle New
OTHERS
Vehicle Old
Source: Banque PSA Finance
Source: Banque PSA Finance
CHART 13
CHART 14
Portfolio Breakdown by Amortisation Type
Portfolio Breakdown by Origination Date
1,100,000,000.00
120.00%
1,080,000,000.00
100.00%
1,060,000,000.00
1,040,000,000.00
80.00%
1,020,000,000.00
60.00%
1,000,000,000.00
980,000,000.00
40.00%
960,000,000.00
20.00%
940,000,000.00
920,000,000.00
0.00%
Amortising Loans
Source: Banque PSA Finance
13
JUNE 24, 2011
2004
Balloon Loans
2005
2006
2007
2008
2009
2010
Source: Banque PSA Finance
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.
14
JUNE 24, 2011
»
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
Top 5 Debtors
Top 10 Debtors
Top 20 Debtors
[0.0054]%
[0.0144]%
[0.0230]%
[0.0523]%
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Additional information on Portfolio:
Number of Contracts
Number of Borrowers
Contract Amortisation Type
WA Interest Rate
Average outstanding balance (EUR)
Weighted Average Remaining
Maturity in Months
Weighted Average Seasoning in
Months
Car Make
Geographic Diversification
[230 189]
[228 274]
[94.40]% amortising / [5.60]%
balloon
[8.88]%
[4596]
[43.31]
CHART 16
Defaults/arrears for Auto ABS Compartiment 2007-1
transaction
[12.88]
[48.98]% Peugeot/ Citroen
[47.07]%/Others [3.95]%
[11.31]% Ile de France/ [10.22]%
Provence-Alpes-Côte-d'Azur/
[9.65]% Rhône-Alpes
Source: Moody’s Investors Service
Replenishment conditions
Data quantity and content
The key replenishment criteria are as follows:
»
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.
Credit Analysis
»
The data received covers a full economic cycle.
Precedent transactions’ performance:
»
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]%.
Maximum Used Cars %
Maximum of balloon loans
Maximum debtor concentration
Minimum Portfolio Yield
[50]%
[8]%
[0.05]%
[8.25]%
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
Default vintage data – vehicle new (no balloons)
04Q1
05Q3
07Q1
08Q3
10Q1
3.00%
Cumulative default rate
Defaults/arrears for ABS Compartiment 2006-1 transaction
CHART 17
04Q2
05Q4
07Q2
08Q4
10Q2
04Q3
06Q1
07Q3
09Q1
10Q3
04Q4
06Q2
07Q4
09Q2
10Q4
05Q1
06Q3
08Q1
09Q3
05Q2
06Q4
08Q2
09Q4
2.00%
1.00%
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
0.00%
Source: Moody’s Investors Service
Source: Banque PSA Finance
15
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
CHART 18
Modelling approach:
Default vintage data – vehicle used (no balloons)
Cumulative default rate
04Q1
05Q3
07Q1
08Q3
10Q1
6.00%
04Q2
05Q4
07Q2
08Q4
10Q2
04Q3
06Q1
07Q3
09Q1
10Q3
04Q4
06Q2
07Q4
09Q2
10Q4
05Q1
06Q3
08Q1
09Q3
05Q2
06Q4
08Q2
09Q4
4.00%
2.00%
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
0.00%
Source: Banque PSA Finance
CHART 19
Default vintage data – vehicle new (with balloons)
Cumulative default rate
04Q1
05Q3
07Q1
08Q3
3.00%
04Q2
05Q4
07Q2
08Q4
04Q3
06Q1
07Q3
09Q1
04Q4
06Q2
07Q4
09Q2
05Q1
06Q3
08Q1
09Q3
05Q2
06Q4
08Q2
09Q4
2.00%
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.
1.00%
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
0.00%
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
Cumulative Default
Default/Loss Definition
Standard Deviation/Mean
Timing of Default/Loss
Recovery
Recovery Lag
Residual Value Inputs
Conditional Prepayment
Rate (CPR)
Amortisation Profile
Portfolio Yield
Fees (as modeled)
Euribor/Swap Rate
PDL Definition
16
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.
JUNE 24, 2011
lognormal
[3.00%]
[150 days]
[45%]
[Sine curve 5-20-40]
[30]%
[75]% over year 1; [25]% over year 2
Not applicable
[15]%
According to scheduled
amortization of the assets
[7.6]%
[1]% on portfolio/collections p.a. +
EUR 50,000 fixed fees
[.]%for the Class A and [.]%for the Class B
Defaults
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]%
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.
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 chart below represents the default distribution (red
line) Moody’s has used in its modeling of the deal.
CHART 20
Log Normal Default Distribution
Default Probability Distribution
Tranche A Loss
Principal Deficiency Ledger (% of Initial Notes Amount)
»
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.
30.00%
Probability
20.00%
15.00%
Loss %
25.00%
10.00%
5.00%
»
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]%.
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
0.00%
Treatment of Concerns:
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
17
JUNE 24, 2011
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
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
CHART 21
EMEA auto loan ABS 60-90 days delinquencies seasoning
by domicilie
Delinquency 60-90 [% of CB]
CIS
Germany
Portugal
Spain
Index – transactions after 31 Dec 2007
Index
4.00
France
Italy
South Africa
UK
Index – transactions before 31 Dec 2007
CHART 22
EMEA auto loan ABS defaults –seasoning by domicile
CIS
Germany
Portugal
Spain
Index – transactions before 31 Dec 2007
Cumulative Defaults [% of OB + Cum Repl]
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.
France
Italy
South Africa
Index – transactions after 31 Dec 2007
Index
6.00
5.00
4.00
3.00
2.00
1.00
1 3 5 7 9 11 13 15 17 19 21 232527 2931 333537 3941 434547 4951 535557 59
Months Since Closing
Source: Source: Moody's Investors Service, Moody's Performance Data Service,
periodic investor/servicer reports
3.00
2.00
1.00
1 3 5 7 9 11 13 15 17 19 21 2325 27 2931 3335 37 3941 4345 47 4951 5355 57 59
Months Since Closing
Source: Source: Moody's Investors Service, Moody's Performance Data Service, periodic
investor/servicer reports
18
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Benchmark Table Best practice:
Deal Name
Auto ABS 2011-1
Titrisocram
Compartment
2011-1
Closing Date or Rating Review Date (dd/mm/yyyy)
Currency of Rated Issuance
Rated Notes Volume (excluding NR and Equity)
Originator
[13/07/2011]
Euro
[956,000,000]
Credipar
18.05.2011
Euro
409,500,000
Socram Banque
Long-term Rating
Short-term Rating
Name of Servicer
NR
NR
Credipar
Long-term Rating
Short-term Rating
Name of separate Cash Administrator
NR
NR
France
Titrisation
NR
NR
Long-term Rating
Short-term Rating
Portfolio Information (as of [...] )
Currency of securitised pool balance
Securitised Pool Balance ("Total Pool")
Contract Information (as % Total Pool)
Auto loan receivables %
Auto lease receivables %
RV receivables %
Portion of (fully) amortising contracts %
Portion of bullet / balloon contracts %
Portion of pure bullet / balloon payments %
Average contract size (amount)
Monthly paying contracts %
Method of payment - Direct Debit (minimum
payment)
Floating rate contracts %
Fixed rate contracts %
WA initial yield (Total Pool)
WA original term (in years)
WA seasoning (in years)
WA remaining term (in years)
Portfolio share in arrears > 30 days %
No. of contracts
Obligor Information (as % Total Pool)
No. of obligors
Single obligor (group) concentration %
Top 10 obligor (group) concentration %
Top 20 obligor (group) concentration %
Commercial obligors %
Private obligors %
Collateral Information (as % Total Pool)
Name 1st largest manufacturer / brand
Size % 1st largest manufacturer / brand
New vehicles %
Demo vehicles %
Used vehicles %
Geographical Stratification (as % Total Pool)
Name 1st largest region
2nd largest region
3rd largest region
19
JUNE 24, 2011
Socram Banque
Globaldrive Auto
Receivables 2010- A
B.V.
Euro
FCE Bank
Ba3
NP
FCE Bank
SC Germany
2010-1 UG
Auto ABS
Compartment
2007-1
15/7/2010
EUR
600,000,000
Santander
Consumer Bank
AG
NR
NR
Santander
Consumer Bank
AG
NR
NR
West LB AG
1/23/2007
Euro
1,250,000,000
Credipar
A3
P-1
NR
NR
A2
P-1
Credipar
NR
NR
Ba3
NP
Deutsche Bank,
London Branch
Aa3
P-1
Euro
[1 057 900 000]
Euro
450,003,785
Euro
529,535,900
EUR
600,000,000
EUR
1,406,413,110
[100%]
[0%]
[0%]
[94.4%]
[5.6%]
100,00%
0,00%
0,00%
91,82%
8,18%
43,47%
100,00%
0,00%
0,00%
70,72%
29,28%
15,59%
[4 596]
[100%]
[100%]
100%
0,00%
0,00%
100%
0,00%
0,00%
8,462
100%
100%
100%
0
0
98%
2%
na
4,492
100,00%
min 90%
100,00%
100%
[0%]
[100%]
[8.9%]
[4.68]
[1.07]
[3.61]
[0.59%]
[230 189]
0,00%
100%
5,60%
NA
0,69
3,88
0,00%
62,778
0,00%
100,00%
6,50%
4,0
0,4
3,6
0,00%
41,517
0,00%
100,00%
6,59%
4,9
0,8
4,0
1,3
3,4
67,572
313,210
[228 274]
[0.0051%]
[0.023%]
[0.0523%]
[0%]
[100%]
62,089
0,01%
0,09%
0,18%
0%
100%
40,985
0,05%
0,21%
1,79%
98,21%
67,427
0,02%
0,09%
0,17%
0,00%
100,00%
Peugeot
[48.98%]
[60.04%]
na
na
43,69%
[39.96%]
56,31%
Ford
99,90%
88,27%
9,26%
2,47%
na
10,60%
40,00%
n.a.
60,00%
Ile de France
Ile de France
Provence-AlpesCôte-d'Azur
Rhône-Alpes
Rhône-Alpes
NordrheinWestfalen
BadenWuerttemberg
Bayern
NordrheinWestfalen
Niedersachsen
France Titrisation
Nord Pas de
Calais
A2
P-1
France Titrisation
Peugeot
49,70%
48,90%
0%
51,10%
Bayern
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Deal Name
Auto ABS 2011-1
Titrisocram
Compartment
2011-1
Size % 1st largest region
2nd largest region
3rd largest region
Asset Assumptions
[11.31%]
[10.22%]
[9.65%]
15,48%
10,21%
8,25%
Globaldrive Auto
Receivables 2010- A
B.V.
SC Germany
2010-1 UG
25,12%
16,06%
13,97%
18,55%
10,00%
9,86%
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%
2,10%
2,72%
2,45%
NA
Moody's equivalent rating for replenished pool
Auto ABS
Compartment
2007-1
4,50%
na
during revolving
Mean net loss rate - initial pool (calculated or
directly modelled)
[2.1%]
1
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]
[15]%
25% every 6 mth
12
11,4
10%
10%
15%
20%
[1.00%
outstanding
balance / 50,000
floor]
[8.9%]
1.00%
outstanding
balance / 50,000
floor
5,60%
1,00%
1.00%
outstanding
balance /
50,000 floor
6,60%
8,99%
No
Yes
No
No
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 - Ongoing
RF amortisation floor (as % of Total Pool)
[1%]
Yes - At Legal
Maturity or Full
Portfolio
Amortisation
NA
Mean net loss rate - replenished pool
Prepayment Rate(s)
Fees
Portfolio yield p.a. - initial pool
6,50%
Counterparty Risk
Commingling Modelled?
Num collection MONTHS set to zero on default
Structural features
Principal available to pay interest?
Yes
1% Not
Amortizing
Yes
No
Yes
Set-off risk?
No
Yes
No
Yes
Reserve upon
S&P rating
Trigger
Reserve upon rating
trigger and/or
ownership trigger
Set-off mitigant
0,92%
2,70%
mitigant
Commingling Risk?
Yes
Yes
Yes
Yes
Commingling mitigant
Specially
dedicated
account
Daily sweep
Reserve upon
rating trigger
mitigant
Reserve at
closing
Modeling of 0.5
months
collection loss
and Reserve
upon S&P rating
Trigger
Sweep
Reserve at closing
Others
No BUS
BUS appointed
upon servicer
loosing a certain
rating
mitigant
Back-up servicer (BUS)
Back-up servicer appointed if servicer rated below
20
JUNE 24, 2011
No BUS but
there is a BUS
facilitator
Specially
Dedicated
Account
No BUS but
there is a BUS
facilitator
S&P Rating
Trigger
Yes
Baa3
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Deal Name
Auto ABS 2011-1
Titrisocram
Compartment
2011-1
Swap in place?
Yes
Yes
Yes
Yes
Yes
[91.1%]
91,00%
89,60%
94,50%
94,50%
0%
0,00%
Reserve fund as % of notes excl. equity
[1%]
1,00%
3,00%
Annualised net excess spread
[4.64%]
•%
3,55%
Globaldrive Auto
Receivables 2010- A
B.V.
SC Germany
2010-1 UG
Auto ABS
Compartment
2007-1
Capital structure (as % Total Pool)
Size of Aaa rated class
Credit Enhancement (as % Total Pool)
Initial Overcollateralisation
21
JUNE 24, 2011
4,30%
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Parameter Sensitivities
Parameter Sensitivities provide a quantitative, modelindicated 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.
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:
»
Counterparty Rating
Triggers
Senior Interest Rate Swap
Counterparty
The charts below show the parameter sensitivities for this
transaction with respect to all Moody’s rated tranches.
Issuer Account Bank
Specially Dedicated
Account
Liquidity Facility Provider
Junior Interest Rate Swap
Counterparty
TABLE 2*:
[Tranche A]
Mean
default
[3.00]%
[3.25]%
[3.50]%
[30]%
[Aaa]*
[Aa1 (1)]
[Aa1 (1)]
[25]%
[Aa1 (1)]
[Aa2 (2)]
[Aa3 (3)]
[20]%
[Aa1 (1)]
[Aa2 (2)]
[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).
Significant increase in the unemployment rate in France
as a result of a deterioration of the French economy
beyond stresses already applied.
Condition
Remedies
In accordance with
Moody’s swap
guidelines*
Loss of P-1
Loss of [P-1]
Replace
Replace
Loss of P1
Not in line with
Moody’s swap
guidelines*
Replace
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.
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.
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:
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 prepayments from borrowers which are then credited to the
specially dedicated account creating some linkage with the
22
JUNE 24, 2011
»
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.
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
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.
23
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Appendix 1: Summary of Originator’s Underwriting Policies and Procedures
Originator Ability
Sales and Marketing Practices
Origination Channels:
Origination Volumes:
Average Length of Relationship Between Dealer and
Originator:
Underwriting Procedures
% of Loans Automatically Underwritten:
% of Loans Manually Underwritten:
Ratio of Loans Underwritten per FTE* per Day:
Average Experience in Underwriting or Tenure with
Company:
Approval Rate:
Percentage of Exceptions to Underwriting Policies:
Underwriting Policies
Source of Credit History Checks:
Methods Used to Assess Borrowers’ Repayment
Capabilities:
Income Taken into Account in Affordability
Calculations:
Other Borrower’s Exposures (i.e. other debts) Taken
into Account in Affordability Calculations:
Method Used for Income Verification:
Maximum Loan Size:
Average Deposit Required:
Credit Risk Management
Reporting Line of Chief Risk Officer:
Ability to Track Loan Performance for Specific Loan
Characteristics:
At closing
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)
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.
Not applicable
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.
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).
[Not applicable if more than 80% automatic underwriting]
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.
90.5% in 2010 (for the individual borrowers).
% of exception to scoring Red ( % of total book):
» 2009: 1,5%
» 2010: 1,6%
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.
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).
» 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
Net monthly income
All outstanding debts are taken into consideration
Payslips
EUR 60,000
Not available
To CEO
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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JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
Originator Stability:
Quality Controls and Audits
Responsibility of Quality Assurance:
Number of Files per Underwriter per Month Being
Monitored:
Management Strength and Staff Quality
Average Turnover of Underwriters:
Training of New Hires and Existing Staff:
Technology
Frequency of Disaster Recovery Plan test:
25
JUNE 24, 2011
At closing
Independent team, according to ISO 9000 v2008 label.
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).
During year 2010, 18 employees left the company (1,3% turnover rate).
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.)
Disaster Recovery Plan tests are conducted by the IT unit accommodated at PSA. IT unit monitors an annual
test program.
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
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)]
The Collection Department (Direction du Recouvrement (DREC)) of 103 employees deals with all late
Entities Involved in Early Stage Arrears:
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 (Plateforme recouvrement) operates with similar collection procedures and is managed at corporate level by
Banque PSA Finance Collection Direction (RECT).
Definition of Arrears:
In the first 30 days following the due date, the loan generally goes through Amicable Automatic Collection
Arrears Strategy for 1-29 Days Delinquent
(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.
After a maximum of 35 days, if the SPA and the next installment have been missed, the overdue account goes
Arrears Strategy for 30 to 59 Days Delinquent
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.
If the overdue amount has not been paid within the maximum of 45 days after the start of the Amicable
Arrears Strategy for 60 to 89 Days Delinquent
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
According to an ethical charter, we are using phone books, internet tools such as google, credit/inquieries
Contactable:
bureaus,citie halls, and spot visit ...
Loss Mitigation and Asset Management Practices:
150 days maximum after the due date of the first overdue instalment the loan is transferred to the litigation
Transfer of a Loan to the Late Stage Arrears Team:
department (Recouvrement Contentieux) for enforcement that generally occurs within the month following
the default of.
Entities Involved in Late Stage Arrears:
Ratio of Loans per Collector (FTE)
Time from First Default to Litigation/sale:
Average Recovery Rate (on vehicle):
Channel Used to Sell Repossessed Vehicles:
Average Total Recovery Rate (after vehicle sale):
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.
The Collection Department (Direction du Recouvrement (DREC) at Credipar supported by legal litigation and
sales teams
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)
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).
75.1% in 2010 (until the legal collection proceeding)
Generally by auction. In certain cases, vehicles are sold to dealers or licensed garages.
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).
At closing
Servicer Stability
Management and Staff
Average Experience in Servicing or Tenure with
For all employees, global average tenure with company is : 19% less than 3 years, 24% from 3 to 9 years, 17%
Company:
from 10 to 19 years and 40% 20 years or more.
Training of New Hires Specific to the Servicing Function First 4 weeks (training on recoveries procedures, products), next 3 months (shadowing of experienced staff),
(i.e. excluding the company induction training)
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
Quarterly department meetings to review: strategy, planning and objectives. Regular training sessions if
Responsibility of Quality Assurance:
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
26
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
INTERNATIONAL STRUCTURED FINANCE
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
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CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.
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27
JUNE 24, 2011
PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT 2011-1
MANAGEMENT COMPANY
CUSTODIAN
France Titrisation
41, avenue de l’Opéra
75002 Paris
France
Banque PSA Finance
75, avenue de la Grande Armée
75116 Paris
France
SELLER
Crédipar
12 Avenue André Malraux
92300 Levallois Perret
France
INTEREST RATE SWAP COUNTERPARTIES
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
JUNIOR SWAP PROVIDER
Banque PSA Finance
75, avenue de la Grande Armée
75116 Paris
France
Société Générale
29, boulevard
Haussmann
75008 Paris
France
PAYING AGENT
CACEIS Corporate Trust
1-3, place Valhubert
75013 Paris
France
JOINT ARRANGERS, JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
BNP Paribas, London branch
10 Harewood Avenue
London NW1 6AA
United Kingdom
Société Générale
29, boulevard Haussmann
75008 Paris
France
RATING AGENCIES
Fitch Ratings Ltd.
30 North Colonnade
London E14 5GN
United Kingdom
Moody’s France S.A.S
92-96 bis, boulevard Haussmann
75008 Paris
France
STATUTORY AUDITOR
Deloitte & Associés
185, avenue Charles de Gaulle
95524 Neuilly-sur-Seine Cedex
France
LEGAL ADVISERS TO THE JOINT LEAD MANAGERS AND JOINT ARRANGERS
Freshfields Bruckhaus Deringer LLP
2 rue Paul Cézanne
75008 Paris
France
198