<PAGE>
Report of Independent Accountants on
Applying Agreed-Upon Procedures
U.S. Bancorp
Minneapolis, Minnesota
We have performed the procedures enumerated below, which were agreed to by
managements of U.S. Bank National Association ND (formerly First Bank of South
Dakota), the Transferor, and U.S. Bancorp Card Services, Inc. (formerly FBS Card
Services, Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp,
(collectively known as the "Companies"), pursuant to the Pooling and Servicing
Agreement dated February 1, 1997 and the Supplement dated February 27, 1997
(collectively the "PSA") with respect to the First Bank Corporate Card Master
Trust Series 1997-1 (the "Trust"), solely to assist you in evaluating
management's assertion that the Servicer has, to the best of their knowledge,
fully performed all its obligations under the PSA throughout the twelve month
period from January 1, 1999 to December 31, 1999 and no default in the
performance of such obligation has occurred or is continuing as noted in the
Annual Servicer's Certificate dated April 1, 2000. This agreed-upon procedures
engagement was performed in accordance with attestation standards established by
the American Institute of Certified Public Accountants. The sufficiency of these
procedures is solely the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has been
requested or any other purpose.
Capitalized terms used herein and not otherwise defined herein have the meanings
assigned in the PSA. Our procedures, with respect to management's assertion,
were as follows:
SECTION 3.1 - ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATED TO THE
SERVICER
1. Obtained a copy of the December 31, 1999 Monthly Certificateholder
Statement (the "Statement") as evidence that U.S. Bancorp Card Services,
Inc. is the Servicer.
2. Inquired of Michael T. Scarseth, Servicing Officer, regarding whether
U.S. Bancorp Card Services, Inc. has procedures for identifying and
accounting for Ineligible Receivables, as defined by Section 2.4 (d) of
the PSA, and for payments received with respect to Ineligible
Receivables, separately from its accounting for
<PAGE>
Collections on Receivables retained by the Trust. Mr. Scarseth
represented that U.S. Bancorp Card Services, Inc. has procedures for
identifying and accounting for Ineligible Receivables, as defined by
Section 2.4 (d) of the PSA, and for payments received with respect to
Ineligible Receivables, separately from its accounting for Collections
on Receivables retained by the Trust.
3. Obtained documentation from Marsh USA Inc., U.S. Bancorp's financial
institutions bond coverage provider, indicating that U.S. Bancorp Card
Services, Inc. maintains financial institutions bond coverage to insure
against losses resulting from wrongdoing of its officers and employees
servicing charge card receivables.
SECTION 3.2 - SERVICING COMPENSATION
1. Obtained the Statements for January 1999 through December 1999 and
recalculated U.S. Bancorp Card Services, Inc.'s servicing fee to be an
amount equal to 1/12 of the product of the series servicing fee rate (1%)
and the servicing base amount, and verified that the servicing fees are
allocated pro rata between certificates.
SECTION 3.3 - REPRESENTATIONS AND WARRANTIES OF THE SERVICER
1. Obtained a copy of the State of Minnesota and North Dakota Certificates
of Good Standing dated March 10, 2000 and March 9, 2000, respectively,
from Mr. Scarseth, Servicing Officer, indicating U.S. Bancorp Card
Services, Inc. is duly incorporated and in good standing under Minnesota
and North Dakota laws and is authorized to transact business as of the
date of the Certificates of Good Standing.
2. Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
Services, Inc. has obtained all licenses and approvals necessary to
service the Receivables as required under federal, Minnesota, and North
Dakota law. Mr. Scarseth represented that U.S. Bancorp Card Services,
Inc. has obtained the above-referenced licenses and approvals necessary
to service the Receivables as required under federal, Minnesota, and
North Dakota law.
3. Compared the names of the signers (Charles W. Devens or Mr. Scarseth) on
the Statements to the Board of Directors' resolutions indicating that the
signers on the Statements are authorized to act on behalf of the
Companies.
4. Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
best of his knowledge, there are any proceedings or investigations
pending related to the servicing of Receivables. Mr. Scarseth represented
that there are no proceedings or investigations pending related to the
servicing of Receivables.
5. Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
best of his knowledge, U.S. Bancorp Card Services, Inc. has not
permitted any rescission or cancellation of any Receivable except as
ordered by a court of competent
<PAGE>
jurisdiction or other Governmental Authority. Mr. Scarseth represented
that U.S. Bancorp Card Services, Inc. has not permitted any rescission
or cancellation of any Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority.
6. Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
best of his knowledge, all approvals, authorizations, consents, orders,
or other actions of any person or Governmental Authority required in
connection with the execution and delivery of the PSA by U.S. Bancorp
Card Services, Inc. were complete. Mr. Scarseth represented that all
approvals, authorizations, consents, orders, or other actions of any
person or Governmental Authority required in connection with the
execution and delivery of the PSA by U.S. Bancorp Card Services, Inc.
were complete.
7. Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
best of his knowledge, each Receivable is payable pursuant to a contract
which does not create a lien on any merchandise purchased thereunder. Mr.
Scarseth represented that each Receivable is payable pursuant to a
contract which does not create a lien on any merchandise purchased
thereunder.
SECTION 3.4 - REPORTS AND RECORDS FOR THE TRUSTEE
1. Inquired of Mr. Scarseth, Servicing Officer, whether upon reasonable
prior notice he can prepare and make available for inspection by the
Trustee a record setting forth:
(a) the aggregate amount of Collections processed by the Servicer on the
preceding Business Day, and
(b) the aggregate amount of Receivables as of the close of business on
the preceding Business Day.
Mr. Scarseth represented that upon reasonable prior notice he can prepare
and make available for inspection by the Trustee a record setting forth
the above-referenced information.
2. Obtained the Statements for the months of January 1999 through December
1999 and on a sample basis agreed information from ancillary systems to
the Statements. The results of these procedures are reported in a
separate letter to U.S. Bancorp dated April 1, 2000.
<PAGE>
SECTION 3.5 - ANNUAL SERVICER'S CERTIFICATE
1. Obtained a copy of the Annual Servicer's Certificate to the Trustee,
Enhancement Provider and Rating Agency for the twelve month period ended
December 31, 1999.
SECTION 3.7 - TAX TREATMENT
1. Inquired of Mr. Scarseth, Servicing Officer, whether to the best of his
knowledge, the Companies have not filed a tax return or obtained an
employer identification number on behalf of the Trust. Mr. Scarseth
represented that the Companies have not filed a tax return or obtained an
employer identification number on behalf of the Trust.
SECTION 3.9 - REPORTS TO THE COMMISSION
1. Obtained a copy of the January 1999 through December 1999 Statements
filed with the Securities Exchange Commission, as required under the
provisions of the Securities Exchange Act of 1934 and the rules and
regulations of the Securities Exchange Commission thereunder.
SECTION 4.1 - RIGHTS OF CERTIFICATEHOLDERS
1. Obtained copies of the First Bank Corporate Card Master Trust Class A
6.40%, Asset Backed Certificates Number R-1 and R-2 and Class B 6.55%
Asset Backed Certificate Number R-1 issued February 27, 1997, evidencing
that they represent an undivided interest in the Trust.
SECTION 4.2 - ESTABLISHMENT OF ACCOUNT
1. Obtained a memo from Annette Marsula, Citibank, Senior Trust Officer,
supporting the opening of the Collection and Excess Funding Accounts in
the name of Citibank, the Trustee.
2. Obtained the Interest Funding Account Statements provided to U.S. Bancorp
Card Services, Inc. by Citibank, indicating the amount deposited in the
Interest Funding Account for January 1999 through December 1999.
SECTION 4.3 - COLLECTIONS AND ALLOCATIONS
1. Compared the Standard & Poor's and Moody's ratings per Bloomberg as of
March 23, 2000 to the ratings required by the PSA and noted that the
Company has a certificate of deposit or commercial paper rating of at
least A-1 and P-1, respectively.
<PAGE>
2. Compared the amount allocated to the Holder of the Exchangeable
Transferor Certificate to an amount equal to the product of the
Transferor Percentage and the aggregate amount of Principal Collections
and Yield Collections, respectively, in each Collection Period.
SECTION 8.8 - EXAMINATION OF RECORDS
1. Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
Services, Inc.'s procedures clearly and unambiguously identify each
Account in its computer or other records to reflect that the Receivables
arising in the Account have been conveyed to the Trust. Mr. Scarseth
represented that U.S. Bancorp Card Services, Inc.'s procedures clearly
and unambiguously identify each Account in its computer or other records
to reflect that the Receivables arising in the Account have been conveyed
to the Trust.
2. Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
Services, Inc., prior to sale or transfer to a third party, examines its
computer and other records of any receivable held in custody, to
determine that such receivable is not a Receivable. Mr. Scarseth
represented that U.S. Bancorp Card Services, Inc., prior to sale or
transfer to a third party, examines its computer and other records of any
receivable held in custody, to determine that such receivable is not a
Receivable.
SUPPLEMENT SECTIONS 4.5 AND 4.9 - MONTHLY ALLOCATIONS
1. Obtained written instructions provided by the Servicer to the Trustee for
each of the twelve months in the period ended December 31, 1999 to make
withdrawals or allocations from the Collection Account, the Interest
Funding Account, and the Principal Funding Account on the applicable
transfer date.
We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on management's assertion regarding
compliance with the PSA. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our attention
that would have been reported to you.
This report is intended solely for the information and use of the specified
users listed above and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures for
their purposes.
April 1, 2000
<PAGE>
Report of Independent Accountants on
Applying Agreed-Upon Procedures
U.S. Bancorp
Minneapolis, Minnesota
We have performed the procedures enumerated below, which were agreed to by the
managements of U.S. Bank National Association ND, the Transferor (formerly First
Bank of South Dakota), and U.S. Bancorp Card Services, Inc. (formerly FBS Card
Services, Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp,
(collectively known as the "Companies"), solely to assist you in evaluating
management's assertions with respect to the Monthly Certificateholders'
Statements (the "Statements") prepared by U.S. Bancorp Card Services, Inc.,
during each of the twelve months in the corresponding period ended December 31,
1999 pursuant to subsection 3.4 (b) of the Pooling and Servicing Agreement dated
February 1, 1997 and the Supplement dated February 27, 1997 (collectively, the
"PSA"). This agreed-upon procedures engagement was performed in accordance with
attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures described below either for the
purpose for which this report has been requested or any other purpose.
We performed, on a test basis, the procedures enumerated in the letter dated
April 1, 2000 from the Companies, included as Attachment A to this letter, to
each Statement for each of the twelve months in the corresponding period ended
December 31, 1999 prepared by the Companies pursuant to subsection 3.4 (b) of
the PSA. As a result of the procedures performed, we noted no instances where
amounts set forth in the Statements were allocated incorrectly or were not in
agreement with the corresponding amounts in the Companies' servicing records,
except as described in Attachment B, Detail of Exceptions, to this letter.
We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on management's assertions.
Accordingly, we do not express such an opinion. Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.
<PAGE>
This report is intended solely for the information and use of the specified
users listed above and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures for
their purposes.
April 1, 2000
<PAGE>
[U.S. Bancorp logo]
ATTACHMENT A
April 1, 2000
Ernst & Young LLP
Minneapolis, MN
Subsection 3.6(b) of the Pooling and Servicing Agreement dated February 1, 1997
and the Supplement dated February 27, 1997 (collectively, the "PSA") between
U.S. Bank National Association ND, (formerly First Bank of South Dakota), the
Transferor, and U.S. Bancorp Card Services, Inc. (formerly FBS Card Services,
Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp, (collectively
known as the "Companies"), states that on or before April 30 of each calendar
year, the Servicer shall cause a firm of nationally recognized independent
accountants to furnish a report to the Trustee and Rating Agency that they have
compared the mathematical calculations of certain amounts of the Monthly
Certificateholders' Statements forwarded by the Servicer pursuant to subsection
3.4(b) of the PSA (the "Statement") with the Servicer's computer reports. For
each of the twelve months in the year ended December 31, 1999, we have engaged
you to perform the agreed-upon procedures set forth below on a test basis to
satisfy the requirements of subsection 3.6(b) of the PSA. We are responsible for
the sufficiency (nature, timing, and extent) of the procedures set forth below
and you are responsible for carrying out the procedures and reporting the
findings in accordance with Statements on Standards for Attestation Engagements
No. 4.
1. Obtain a copy of the Statements provided to Citibank, from Michael T.
Scarseth, Servicing Officer, for each month for the year-ended December
1999. Agree the name of the officers, Michael T. Scarseth and Charles W.
Devens, signing the Statements to a U.S. Bancorp Board of Directors
authorization indicating they are authorized to act on behalf of U.S.
Bancorp Card Services, Inc.
2. Compare the information contained in the January 1999 through December 1999
Statements to Exhibit C of the PSA.
3. Agree the mathematical calculations of each amount included in the January
1999 through December 1999 Statements by comparing the amounts listed on
the Statements to the Companies' computer reports which were the source of
the amounts by performing the following:
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 1 For Item A.1., compare the amount of the distribution to
Class A Monthly Principal for Collections processed for the
Collection Period for the Determination Date to the Payment
to Class A Certificateholders as stated on the spreadsheets
used by U.S. Bancorp Card Services, Inc. to summarize
information from Total System Reports, the general ledger,
and LIBOR index information (the "Settlement Statement"),
divided by the Amount of Class A Bonds ($394,800,000) for
each Determination Date.
Page 1 For Item A.2., compare the amount of the distribution to
Class B Monthly Principal for Collections processed for the
Collection Period for the Determination Date to the Payment
to Class B Certificateholders as stated on the Settlement
Statement divided by the Amount of Class B Bonds
($6,300,000) for each Determination Date.
Page 1 For Item A.3., compare the amount of the distribution to
Collateral Monthly Principal for Collections processed for
the Collection Period for the Determination Date to the
Payment to Collateral Certificateholders as stated on the
Settlement Statement divided by the Amount of CIA Bonds
($18,900,000) for each Determination Date.
Page 1 For Item A.4., compare the amount of the distribution to
Class A Monthly Interest for Collections processed for the
Collection Period for the Determination Date to the Interest
Funding Account Payment to Class A Investors as stated on
the Settlement Statement divided by the Amount of Class A
Bonds ($394,800,000) for each Determination Date.
Page 1 For Item A.5., compare the amount of the distribution to
Class A Deficiency Amounts for Collections processed for the
Collection Period for the Determination Date to the Interest
Funding Account Class A Deficiency Amount as stated on the
Settlement Statement divided by the Amount of Class A Bonds
($394,800,000) for each Determination Date.
Page 1 For Item A.6., compare the amount of the distribution to
Class A Additional Interest for Collections processed for
the Collection Period for the Determination Date to Class A
Additional Interest as stated on the Form of Payment and
Notification Letter (the "Trustee Statement"), provided by
the Servicer to the Trustee monthly,
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
divided by the Amount of Class A Bonds ($394,800,000) for
each Determination Date.
Page 1 For Item A.7., compare the amount of the distribution to
Class B Monthly Interest for Collections processed for the
Collection Period for the Determination Date to the Interest
Funding Account Payment to Class B Investors as stated on
the Settlement Statement divided by the Amount of Class B
Bonds ($6,300,000) for each Determination Date.
Page 1 For Item A.8., compare the amount of the distribution to
Class B Deficiency Amounts for Collections processed for the
Collection Period for the Determination Date to the Interest
Funding Account Class B Deficiency Amount as stated on the
Settlement Statement divided by the Amount of Class B Bonds
($6,300,000) for each Determination Date.
Page 1 For Item A.9., compare the amount of the distribution to
Class B Additional Interest for Collections processed for
the Collection Period for the Determination Date to Class B
Additional Interest as stated on the Trustee Statement
divided by the Amount of Class B Bonds ($6,300,000) for each
Determination Date.
Page 1 For Item A.10., compare the amount of the distribution to
Collateral Monthly Interest for Collections processed for
the Collection Period for the Determination Date to the
Settlement Statement by adding the Collateral Monthly
Interest Distributed and Amount Withdrawn from Spread
Account to Fund Shortfalls divided by 1,000 divided by the
amount of CIA Bonds ($18,900,000).
Page 1 For Item A.11., compare the amount of the distribution to
Accrued and unpaid Collateral Monthly Interest for the
Collection Period for the Determination Date to the Amount
of unpaid interest due to CIA Holder on the Settlement
Statement divided by the amount of CIA Bonds ($18,900,000).
Page 1 For Item B.1.(a), recalculate the aggregate amount of
Principal Collections allocated to the Class A Certificates
for the related Collection Period by multiplying the
Principal Component of Collections by the Class A Floating
Percentage which is the Beginning Class A Adjusted Invested
Amount divided by the
</TABLE>
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Beginning Trust Component plus the Beginning Excess Funding
Account Balance or the Beginning Adjusted Invested Amount
plus the Transferor Amount, whichever is greater, as stated
on the Settlement Statement.
Page 1 For Item B.1.(b), recalculate the aggregate amount of
Principal Collections allocated to the Class B Certificates
for the related Collection Period by multiplying the
Principal Component of Collections by the Class B Floating
Percentage which is the Beginning Class B Invested Amount
divided by the Beginning Trust Component plus the Beginning
Excess Funding Account Balance or the Beginning Adjusted
Invested Amount plus the Transferor Amount, whichever is
greater, as stated on the Settlement Statement.
Page 1 For Item B.1.(c), recalculate the aggregate amount of
Principal Collections allocated to Collateral Investor
Interest for the related Collection Period by multiplying
the Principal Component of Collections by the Collateral
Floating Percentage which is the Beginning Collateral
Invested Amount divided by the Beginning Trust Component
plus the Beginning Excess Funding Account Balance or the
Beginning Adjusted Invested Amount plus the Transferor
Amount, whichever is greater, as stated on the Settlement
Statement.
Page 1 For Item B.2.(a), compare the amount of the Trust
Principal Component as of the end of the related Collection
Period to the General Ledger by multiplying the Ending
Receivables Balance by one minus the Yield Factor (2.00%).
Page 1 For Item B.2.(b), recalculate the amount of the Series
1997-1 Invested Amount as of the end of the related Transfer
Date by adding the ending Class A, B and Collateral Invested
Amounts on the Settlement Statement as of the end of the
related Transfer Date.
Page 1 For Item B.2.(c), compare the amount of the Series 1997-1
Adjusted Invested Amount as of the end of the Related
Transfer Date by adding the ending Class A, B and Collateral
Invested Amounts to the Settlement Statement as of the end
of the related Transfer Date.
</TABLE>
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 1 For Item B.2.(d), compare the amount of the Class A
Invested Amount as of the end of the related Transfer Date
to the Beginning Class A Adjusted Invested Amount on the
Settlement Statement as of the end of the related Transfer
Date.
Page 1 For Item B.2.(e), compare the amount of the Class A
Adjusted Invested Amount as of the end of the related
Transfer Date to the Ending Class A Adjusted Invested Amount
on the Settlement Statement as of the end of the related
Transfer Date.
Page 1 For Item B.2.(f), compare the amount of the Class B
Invested Amount as of the end of the related Transfer Date
to the Ending Class B Invested Amount on the Settlement
Statement as of the end of the related Transfer Date.
Page 1 For Item B.2.(g), compare the amount of the Collateral
Invested Amount as of the end of the related Transfer Date
to the Ending Collateral Invested Amount on the Settlement
Statement as of the end of the related Transfer Date.
Page 1 For Item B.2.(h), compare the amount of the Floating
Allocation Percentage with respect to the related Collection
Period to the summation of the Class A, B and Collateral
Floating Percentage, (items B.2.(i), (j) and (k) on the
Statement).
Page 1 For Item B.2.(i), compare the amount of the Class A
Floating Percentage with respect to the related Collection
Period to the Settlement Statement by dividing the Beginning
Class A Adjusted Investment Amount by the sum of the
Beginning Trust Principal Component and the Excess Funding
Account Beginning Balance or the Beginning Adjusted
Investment Amount and the Transferor Amount, whichever is
greater.
Page 1 For Item B.2.(j), compare the amount of the Class B
Floating Percentage with respect to the related Collection
Period to the Settlement Statement by dividing the Beginning
Class B Adjusted Investment Amount by the sum of the
Beginning Trust Principal Component and the Excess Funding
Account Beginning Balance or the Beginning Adjusted
Investment Amount and the Transferor Amount, whichever is
greater.
</TABLE>
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 2 For Item B.2.(k), compare the amount of the Collateral
Floating Percentage with respect to the related Collection
Period to the Settlement Statement by dividing the Beginning
Collateral Investment Amount by the sum of the Beginning
Trust Principal Component and the Excess Funding Account
Beginning Balance or the Beginning Adjusted Investment
Amount and the Transferor Amount, whichever is greater.
Page 2 For Item B.2.(l), the amount of the Fixed Allocation
Percentage with respect to the related Collection Period is
not applicable because the Collection Periods reviewed do
not fall into the Accumulation or Early Amortization Period
as indicted on the Settlement Statement.
Page 2 For Item B.2.(m), the amount of the Class A Fixed
Percentage with respect to the related Collection Period is
not applicable because the Collection Periods reviewed do
not fall into the Accumulation or Early Amortization Period
as indicted on the Settlement Statement.
Page 2 For Item B.2.(n), the amount of the Class B Fixed
Percentage with respect to the related Collection Period is
not applicable because the Collection Periods reviewed do
not fall into the Accumulation or Early Amortization Period
as indicted on the Settlement Statement.
Page 2 For Item B.2.(o), the amount of the Collateral Fixed
Percentage with respect to the related Collection Period is
not applicable because the Collection Periods reviewed do
not fall into the Accumulation or Early Amortization Period
as indicted on the Settlement Statement.
Page 2 For Item B.3., compare the aggregate amount of outstanding
balances in the Accounts which were delinquent as of the end
of the last day of the related Collection Period to the
Settlement Statement for the Aggregate Account Balance and
Percentage of Total Receivables for (a) 30-59 days, (b)
60-89 days, (c) 90-119 days, (d) 120-149 days and the Total.
Page 2 For Item B.4.(a), compare the amount of the Investor
Default Amount for the related Collection Period to the
summation of Class A, B and Collateral Investor Default
Amounts, (items B. 4. (b), (c) and (d) on the Statement).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 2 For Item B.4.(b), recalculate the amount of the Class A
Investor Default Amount for the related Collection Period by
multiplying the Defaulted Receivable and the Class A
Floating Percentage.
Page 2 For Item B.4.(c), recalculate the amount of the Class B
Investor Default Amount for the related Collection Period by
multiplying the Defaulted Receivable and the Class B
Floating Percentage.
Page 2 For Item B.4.(d), recalculate the amount of the Collateral
Investor Default Amount for the related Collection Period by
multiplying the Defaulted Receivable and the Collateral
Floating Percentage.
Page 2 For Item B.5.(a), compare the amount of the Aggregate
Class A Investor Charge-Offs for the related Collection
Period to the Class A Required Amount on the Settlement
Statement.
Page 2 For Item B.5.(b), compare the amount of Class A
Charge-Offs per $1,000 of original Certificate Principal
Balance for the related Collection Period to the Class A
Required Amount on the Settlement Statement divided by the
amount of Class A Bonds ($394,800,000).
Page 2 For Item B.5.(c), compare the amount of the Aggregate
Class B Investor Charge-Offs for the related Collection
Period to the Class B Investor Charge-Offs amount on the
Settlement Statement.
Page 2 For Item B.5.(d), compare the amount of Class B
Charge-Offs per $1,000 of original Certificate Principal
Balance for the related Collection Period to the Class B
Investor Charge-Off Amount on the Settlement Statement
divided by the amount of Class B Bonds ($6,300,000).
Page 2 For Item B.5.(e), compare the amount of the Aggregate
Collateral Investor Charge-Offs for the related Collection
Period to the Collateral Investor Charge-Offs Amount on the
Settlement Statement.
</TABLE>
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 2 For Item B.5.(f), compare the amount of the Collateral
Charge-Offs per $1,000 of original Certificate Principal
Balance for the related Collection Period to the Collateral
Charge-Offs Amount on the Settlement Statement divided by
the amount of Collateral Invested Amount Bonds
($18,900,000).
Page 2 For Item B.5.(g), compare the amount of the Aggregate
Class A Investor Charge-Offs reimbursed on the related
Transfer Date to the Reimbursed Investor Charge-Offs on the
Settlement Statement.
Page 2 For Item B.5.(h), compare the amount of the Class A
Investor Charge-Offs reimbursed per $1,000 of original
Certificate Principal Balance to item 5.(g) divided by the
amount of Class A Bonds ($394,800,000).
Page 2 For Item B.5.(i), compare the amount of the Aggregate
Class B Investor Charge-Offs reimbursed on the related
Transer Date to the Reimbursed Class B Investor Charge-Offs
on the Settlement Statement.
Page 2 For Item B.5.(j), compare the amount of the Class B
Investor Charge-Offs reimbursed per $1,000 of the original
Certificate Principal Balance to the amount of the
Reimbursed Class B Investor Charge-Offs divided by the
amount of Class B Bonds ($6,300,000).
Page 3 For Item B.5.(k), compare the amount of the Aggregate
Collateral Investor Charge-Offs reimbursed on the related
Transfer Date to the Reimbursed Collateral Investor
Charge-Offs on the Settlement Statement.
Page 3 For Item B.5.(l), compare the amount of the Collateral
Investor Charge-Offs reimbursed per $1,000 of original
Certificate Principal Balance to item 5.(k) divided by the
amount of Collateral Invested Amount Bonds ($18,900,000).
Page 3 For Item B.6. (a), compare the amount of the Class A
Monthly Servicing Fee for the related Collection Period to
the Settlement Statement by multiplying the Class A Invested
Amount and the Net Servicing Fee Rate of 1% divided by 12.
</TABLE>
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<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 3 For Item B.6.(b), compare the amount of the Class B
Monthly Servicing Fee for the related Collection Period to
the Settlement Statement by multiplying the Class B Invested
Amount and the Net Servicing Fee Rate of 1% divided by 12.
Page 3 For Item B.6.(c), compare the amount of the Collateral
Monthly Servicing Fee for the related Collection Period to
the Settlement Statement by multiplying the Collateral
Invested Amount and the Net Servicing Fee Rate of 1% divided
by 12.
Page 3 For Item B.7.(a), compare the amount of the Reallocated
Collateral Principal Collections with respect to the related
Collection Period to the Settlement Statement.
Page 3 For Item B.7.(b), compare the amount of the Reallocated
Class B Principal Collections with respect to the related
Collection Period to the Settlement Statement.
Page 3 For Item B.7.(c), compare the amount of the Collateral
Invested Amount as of the Distribution Date to the Ending
Collateral Invested Amount, item B.2.(g) on the Settlement
Statement.
Page 3 For Item B.7.(d), compare the amount of the Class B
Invested Amount as of the Distribution Date to the Ending
Class B Invested Amount, item B.2.(f) on the Settlement
Statement.
Page 3 For Item B.8.(a), compare the amount of the Aggregate
Yield Collections (including Net Interchange) processed
during the related Collection Period allocated in respect of
the Class A Investor Certificate to the Settlement Statement
by multiplying the Yield Collections by the Class A Floating
Percentage, defined in item B.2.(i) on the Statement.
Page 3 For Item B.8.(b), compare the amount of the Aggregate
Yield Collections (including Net Interchange) processed
during the related Collection Period allocated in respect of
the Class B Investor Certificate to the Settlement Statement
by multiplying the Yield Collections by the Class B Floating
Percentage, defined in item B.2.(j) on the Statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 3 For Item B.8.(c), compare the amount of the Aggregate
Yield Collections (including Net Interchange) processed
during the related Collection Period allocated in respect of
the Collateral Investor Certificate to the Settlement
Statement by multiplying the Yield Collections by the
Collateral Floating Percentage, defined in item B.2.(k) on
the Statement.
Page 3 For Item B.9.(a), compare Principal amount in Principal
Funding Account on the related Transfer Date to the
Principal Funding Account ending balance on the Settlement
Statement.
Page 3 For Item B.9.(b), compare the Deficit Controlled
Accumulation Amount with respect to the related Collection
Period to the Deficit Controlled Accumulation Amount on the
Settlement Statement.
Page 3 For Item B.9.(c), compare the Principal Funding Investment
Proceeds deposited in the Collection Account on the related
Transfer Date to the Principal Funding Investment Proceeds
on the Settlement Statement.
Page 3 For Item B.9.(d), compare the amount of the Reserve Draw
Amount deposited in the Collection Account on the related
Transfer Date to the Reserve Draw Amount on the Settlement
Statement.
Page 3 For Item B.10., compare the amount of the Reserve Draw
Amount on the related Transfer Date to the Reserve Draw
Amount on the Settlement Statement.
Page 3 For Item B.11., compare the amount of the
Overconcentration Draw Amount on the related Transfer Date
to the Overconcentration Draw Amount on the Settlement
Statement.
Page 3 For Item B.12.(a), compare the amount of the Class A
Available Funds on deposit in the Collection Account on the
related Transfer Date to the Class A Available funds on the
Settlement Statement which is Yield Collections minus
Servicer Interchange multiplied by the sum of the Class A
Floating Percentage, Reserve Draw Amount, Interest and
Earnings included in Class A Available Funds, and Principal
Funding Investment Proceeds.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 3 For Item B.12.(a), compare the amount of the Class B
Available Funds on deposit in the Collection Account on the
related Transfer Date to the Class B Available funds on the
Settlement Statement which is Yield Collections minus
Servicer Interchange multiplied by the Class B Floating
Percentage.
Page 3 For Item B.12.(a), compare the amount of the Collateral
Available Funds on deposit in the Collection Account on the
related Transfer Date to the Collateral Available funds on
the Settlement Statement which is Yield Collections minus
Servicer Interchange multiplied by the Collateral Floating
Percentage.
Page 3 For Item B.13.(a), compare the amount of the Portfolio
Yield for the related Collection Period to the Portfolio
Yield on the Settlement Statement which is Yield Component
of Collections plus Interest and Earnings on funds on
deposit in Excess Funding Account times Floating Allocation
Percentage plus Principal Funding Investment Proceeds,
Reserve Draw Amount, and Overconcentration Draw Amount,
minus Investor Default Amount allocable to Series 1997-1
divided by the Ending Class B Invested Amount, and the
Ending Collateral Invested Amount, multiplied by 12.
Page 3 For Item B.13.(b), compare the amount of the Base Rate for
the related Collection Period to the Base Rate on the
Settlement Statement which is the sum of Class A, B and
Collateral Monthly Interest and Class A, B and Collateral
Servicing Fee divided by the sum of the Ending Class A
Invested Amount, the Ending Class B Invested Amount, and the
Ending Collateral Invested Amount, multiplied by 12.
Page 4 For Item B.14., recalculate the amount of the Monthly
Payment Rate for the related Collection Period by dividing
collections from the Settlement Statement by the Ending
Receivables balance for the prior month from the Settlement
Statement.
Page 4 For Item B.15., recalculate the amount of the Principal
Payment Rate for the related Collection Period by dividing
the Principal Component of Collections by the Ending Trust
Principal Component for the prior month from the Settlement
Statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 4 For Item B.16. compare the amount of the Gross Losses as a
Percentage of Charge Volume & Fees for the related
Collection Period to the Settlement Statement by dividing
the Gross Defaulted Receivables by Gross Charge Volume and
Fees multiplied by the Monthly Payment Rate, item B.14. on
the Statement, multiplied by 12.
Page 4 For Item B.17., compare the amount of the Minimum
Transferor's Percentage for the related Collection Period to
the product of the maximum aggregate adjustments / Gross
Charge Volume & Fees over past 12 months, the Dilution
Horizon Percentage, Gross Charge Volume & Fees / Ending
Receivables, and Stressed Trust Dilution Factor Balance
divided by 2, rounded up, and multiplied by 2 if greater
than .01 as stated on the Settlement Statement.
Page 5 For Item 1., recalculate the amount of the Investor
Percentage of Principal Collections for the related
Collection Period by multiplying the Principal Component of
Collections from the Settlement Statement by the Floating
Allocation Percentage at item B.2.(h) on the Statement.
Page 5 For Item 2., recalculate the amount of the Investor
Percentage of Yield Collections for the related Collection
Period by multiplying the Yield Component and Interest
Earnings on Funds in Excess Funding Account on the
Settlement Statement by the Floating Allocation Percentage
at item B.2.(h) on the Statement.
Page 5 For Item 3., compare the amount of the Investor Percentage
of Net Interchange for the related Collection Period to the
Settlement Statement by multiplying the Net Interchange from
the Settlement Statement by the Floating Allocation
Percentage at item B.2.(h) on the Statement.
Page 5 For Item 4., compare the amount of the Servicer
Interchange for the related Collection Period to the
Servicer Interchange Amount on the Settlement Statement.
Page 5 For Item 5., compare the amount of the aggregate amount of
funds on deposit in Collection Account allocable to Series
1997-1 Certificates to the Settlement Statement by adding
Collections and Net Interchange.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 5 For Item 6., compare the amount of the Funds in Principal
Funding Account allocable to Series 1997-1 Certificates for
the related Collection Period to the Settlement Statement.
Page 5 For Item 7., compare the amount of the aggregate amount of
funds paid in accordance with the Loan Agreement pursuant to
Section 4.11 by adding the Collateral Monthly Interest
Funded and Amounts due Collateral Interest Holder on the
Settlement Statement.
Page 5 For Item 8., compare the amount of the Required Collateral
Invested Amount over the Collateral Invested Amount for the
related Collection Period to the Settlement Statement.
Page 5 For Item 9., compare the amount of the Collateral Invested
Amount for the related Collection Period to item B.2.(g) on
the Statement.
Page 5 For Item 10.(i), compare the amount of Monthly Interest,
Deficiency Amounts, and Additional Interest payable to the
Class A Certificateholders for the related Collection Period
to the Settlement Statement.
Page 5 For Item 10.(ii), compare the amount of Monthly Interest,
Deficiency Amounts, and Additional Interest payable to the
Class B Certificateholders for the related Collection Period
to the Settlement Statement.
Page 5 For Item 10.(iii), compare the amount of Monthly Interest,
Deficiency Amounts, and Additional Interest payable to the
Collateral Interest Holder for the related Collection Period
to the Settlement Statement.
Page 5 For Item 11.(i), compare the amount of Principal payable
to the Class A Certificateholders for the related Collection
Period to the Settlement Statement.
Page 5 For Item 11.(ii), compare the amount of Principal payable
to the Class B Certificateholders for the related Collection
Period to the Settlement Statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER PROCEDURES
<S> <C>
Page 5 For Item 11.(iii), compare the amount of Principal payable
to the Collateral Interest Holder for the related Collection
Period to the Settlement Statement.
Page 5 For Item 12.(i), compare the sum of all amounts payable to
the Class A Certificateholders for the related Collection
Period to the summation of item 10.(i) and 11.(i) on the
Statement.
Page 5 For Item 12.(ii), compare the sum of all amounts payable
to the Class B Certificateholders for the related Collection
Period to the summation of item 10.(ii) and 11.(ii) on the
Statement.
Page 5 For Item 12.(iii), compare the sum of all amounts payable
to the Collateral Interest Holder for the related Collection
Period to the summation of item 10.(iii) and 11.(iii) on the
Statement.
Page 5 For Item 13., compare the status of an Early Amortization
Event to the Settlement Statement.
</TABLE>
Very truly yours,
/s/ Michael T. Scarseth
------------------------
Michael T. Scarseth
U.S. Bancorp
/s/ David P. Grandstrand
------------------------
David P. Grandstrand
U.S. Bancorp
<PAGE>
Attachment B
Detail of Exceptions
<TABLE>
<CAPTION>
STATEMENT DATE(S) REFERENCE DESCRIPTION AS REPORTED AS CALCULATED
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
January through December PSA Section 3.4(b)(vii) Delinquent accounts up N/A N/A
1999 to 29 days are not
included in the
Monthly
Certificateholder
Statement but are
required according to
the PSA.
January through December PSA Section 3.4(b)(xii) Aggregate Receivable N/A N/A
1999 balances are not
included in the
Monthly
Certificateholder
Statement but are
required according to
the PSA.
January through December PSA Exhibit C, #23 Excess Funding Account N/A N/A
1999 Balances are not
included in the
Monthly
Certificateholder
Statement but are
required according to
the PSA.
January, May and Page 1, Item B.2.(a) Trust Principal
September of 1999 Component as of the
end of the related
Collection Periods per
the Monthly
Certificateholder
Statement were
reported incorrectly.
- January 1999 $537,461,195 $538,912,894
- May 1999 $627,331,562 $628,413,239
- September 1999 $591,736,593 $591,555,825
February, March, June and Page 4, Item B.16 Gross Charge Volume
July of 1999 and Fees per the
Settlement Statements did
not include all fees per
the Total System Reports.
- February 1999 $567,712,795 $567,712,960
- March 1999 $670,575,534 $670,575,644
- June 1999 $575,385,247 $575,385,112
- July 1999 $537,183,204 $537,184,974
</TABLE>
