SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1999
Commission File Nos. 033-95714 and 333-29495-01
THE FIRST NATIONAL BANK OF ATLANTA, as Transferor and
Servicer On behalf of Partners First Credit Card
Master Trust
(Exact Name of Registrant as Specified in its Charter)
PARTNERS FIRST CREDIT CARD MASTER TRUST
(Issuer with respect to the Securities)
Delaware 22-2716130
(State of Organization) (I.R.S. Employer Identification No.)
77 Read's Way
New castle Corporate Commons
New Castle, Deleware 19720
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (302) 323-2359
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Partners First Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1998-2
Partners First Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1998-2
Partners First Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1998-3
Partners First Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1998-3
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
This Annual Report of Form 10-K is filed in reliance on a series of no-action
letters issued by the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Division"), stating that the
Division would raise no objection if issuers of master trust asset-backed
securities generally file a monthly Report on Form 8-K summarizing the
performance of the assets of the master trust and file an Annual Report on Form
10-K in the manner set forth below in order to comply with Sections 13, 15(d)
and 16 of the Securities Exchange Act of 1934, as amended. Accordingly,
responses to certain Items have been omitted from or modified in this Annual
Report on Form 10-K.
<PAGE>
PART I
Item 1. Business
The Partners First Credit Card Master Trust (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement, dated as of January 29, 1998
(as may have been amended, restated or supplemented, the "Pooling and Servicing
Agreement") among Partners First Receivables Funding, LLC, as Transferor,
Partners First Holdings, LLC, as Servicer, and The Bank of New York (the
"Trustee"), as Trustee. The Trust's only business is to act as a passive conduit
to permit investment in a pool of consumer credit card account receivables.
On January 31, 2000, The First National Bank of Atlanta (the
"Registrant" or the "Transferor") acquired the credit card portfolio and related
business of Partners First Holdings, LLC, Partners First Receivables Funding,
LLC and Partners First Receivables, LLC, and became the Transferor and Servicer
of Partners First Credit Card Master Trust pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of January 31, 2000.
Item 2. Properties
Not Applicable
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Investor Securities are held and delivered in book-entry form through
the facilities of the Depository Trust Company("DTC"), a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The only definitive Investor Securities are held by
Cede & Co., the nominee of DTC.
Item 6. Selected Financial Data
Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable
Item 8. Financial Statements and Supplementary Data
Not Applicable
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Not Applicable
Item 11. Executive Compensation
Not Applicable
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The
Certificates of each Class of each Series representing
investors' interests in the Trust are represented by one or
more Certificates registered in the name of Cede & Co., the
nominee of the DTC, and an investor holding an interest in the
Trust is not entitled to receive a Certificate representing
such interest except in certain limited circumstances.
Accordingly, Cede & Co. is the sole holder of record of
Certificates, which it held on behalf of brokers, dealers,
banks and other direct participants in the DTC system at
December 31, 1999. At December 31, 1999, the following direct
DTC participants held positions in the Transferor Security
representing interests in the Trust equal to or exceeding 5%
of the total principal amount of the Transferor Security
outstanding on that date:
<TABLE>
<CAPTION>
Aggregate Amount Percentage
Title of Of Certificates Of
Class Name Held Ownership
----- ---- ---- ---------
<S> <C> <C> <C> <C>
Series 1998-2 Banque Nationale de Paris $ 33,350,000 5.20%
Class A Boston Safe Deposit and Trust Company 52,000,000 8.11%
Chase Manhattan Bank 247,000,000 38.53%
Northern Trust Company 72,000,000 11.23%
Series 1998-2 Bankers Trust Company $ 50,000,000 7.80%
Class B Chase Manhattan Bank 10,000,000 1.56%
Series 1998-3 The Bank of New York $ 104,500,000 16.30%
Class A Chase Manhattan Bank 373,000,000 58.19%
Series 1998-3 The Bank of New York $ 98,000,000 15.29%
Class B Chase Manhattan Bank 7,000,000 1.09%
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
</TABLE>
(b) Security Ownership of Management. Not Applicable
(c) Changes in Control. Not Applicable
Item 13. Certain Relationships and Related Transactions
None
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
The following documents are filed as part of this Annual Report on Form
10-K:
(a) Exhibits
Exhibit Description
99.1 Annual Certificate of Servicer pursuant to Section 3.5 of the Pooling
and Servicing Agreement
99.2 Annual Servicing Reports of Independent Accountants pursuant to Section
3.6(a) of the Pooling and Servicing Agreement
99.3 Annual Report of Independent Accountants on Applying Agreed-Upon
Procedures pursuant to Section 3.6(b) of the Pooling and Servicing
Agreement
(b) Reports on Form 8-K
Current Reports on Form 8-K are filed promptly, but in no event more
than 15 days, after each distribution to Security holders attaching as
an exhibit thereto the related Monthly Servicing Report in response to
Item 5 (Other Events).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned hereunto duly authorized.
THE FIRST NATIONAL BANK OF ATLANTA (Delaware)
d/b/a Wachovia Bank Card Services
As Transferor and Servicer of Trust Registrant
Date: March 28, 2000 By: Michael L. Scheuerman
------------------------------- ----------------------------
Michael L. Scheuerman
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in
the capacities indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Signature Title Date
Charles M. Hegarty President and Director March 28, 2000
- -------------------------- ---------------------
Charles M. Hegarty
Donald K. Truslow Comptroller (Principal Financial March 24, 2000
- -------------------------- Officer and Principal Accounting ---------------------
Donald K. Truslow Officer)
Beverly B. Wells Chairman and Director March 27, 2000
- -------------------------- ---------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S><C>
Beverly B. Wells
J. Peirce Anderson, Esq. Director March 29, 2000
- -------------------------- ---------------------
J. Peirce Anderson, Esq.
John E. F. Corson Director March 29, 2000
- -------------------------- ---------------------
John E. F. Corson
Martin I. Lubaroff, Esq. Director March 29, 2000
- -------------------------- ---------------------
Martin I. Lubaroff, Esq.
Richard G. McCauley Director March 29, 2000
- -------------------------- ---------------------
Richard G. McCauley
</TABLE>
EXHIBIT INDEX
Exhibit No.
99.1 Annual Certificate of Servicer pursuant to Section 3.5 of the Pooling
and Servicing Agreement
99.2 Annual Servicing Reports of Independent Accountants pursuant to Section
3.6(a) of the Pooling and Servicing Agreement
99.3 Annual Report of Independent Accountants on Applying Agreed-Upon
Procedures pursuant to Section 3.6(b) of the Pooling and Servicing
Agreement
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
THE FIRST NATIONAL BANK OF ATLANTA
PARTNERS FIRST CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of The First
National Bank of Atlanta ("FNBA"), as Servicer pursuant to the Amended and
Restated Pooling and Servicing Agreement dated as of January 31, 2000 (the
"Agreement"), by and between FNBA and The Bank of New York (Delaware), as
trustee (the "Trustee") does hereby certify that:
1. On January 31, 2000, FNBA, a wholly-owned subsidiary of Wachovia
Corporation, acquired certain assets and liabilities of Partners First
Holdings, LLC ("PFH") Partners First Receivables Funding, LLC and
Partners First Receivables, LLC. As a result of this transaction, FNBA
became successor to PFH; accordingly, on January 31, 2000 an Amended
and Restated Pooling and Servicing Agreement was executed reflecting
the FNBA as the Transferor and Servicer of Partners First Credit Card
Master Trust. FNBA is, as of the date hereof, the Servicer under the
Agreement.
2. The undersigned is duly authorized pursuant to the Agreement to execute
and deliver this Certificate to the Trustee.
3. This certificate is delivered pursuant to section 3.5 of the Pooling
and Servicing Agreement.
4. A review of the activities of the Servicer during the year ended
December 31, 1999, and of its performance under the Agreement was
conducted under the supervision of a servicing officer of PFH and FNBA,
as appropriate.
5. Based on such review, the Servicer has, to the best of the knowledge of
the undersigned, fully performed all its obligations under the
Agreement throughout such year and no default in the performance of
such obligations has occurred or is continuing except as set forth in
paragraph 6 below.
6. The following is a description of each default in the performance of
the Servicer's obligations under the provisions of the Agreement known
to me to have been made by the Servicer during the year ended December
31, 1999 which sets forth in detail (i) the nature of each such
default, (ii) the action taken by the Servicer, if any, to remedy each
such default and (iii) the current status of each such default: None.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 28th day of March, 2000.
By: Mark Norwicz
-----------------------------------
Name: Mark Norwicz
Title: Treasurer of Partners First Holdings, LLC through
January 31,2000, thereafter an employee of The First
National Bank of Atlanta d/b/a Wachovia Bankcard
Services, Inc.
Exhibit 99.2
Report of Independent Accountants
Partners First Holdings, LLC
900 Elkridge Landing Road, Suite 300
Linthicum, Maryland 21090-2925
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Partners First Credit Card Master Trust
---------------------------------------
We have examined management's assertion that Partners First Holdings, LLC's
("PFH") controls over the functions performed as servicer of the Partners First
Credit Card Master Trust ("Trust"), including all Series of the Trust as
specified in Attachment A, are effective, as of December 31, 1999, in providing
reasonable assurance that Trust assets are safeguarded against loss from
unauthorized use or disposition and that transactions are executed in accordance
with management's authorization in conformity with the Pooling and Servicing
Agreement dated as of June 26, 1998, as amended and restated (the "Agreement"),
and the applicable Pooling and Servicing Agreement Supplement for each Series,
as specified in Attachment A (the "Agreement Supplements" together with the
Agreement, the "Agreements"), between PFH as Servicer and The Bank of New York
as Trustee, on behalf of the Securityholders of the Trust, and are recorded
properly to permit the preparation of the required financial reports. This
assertion is included in the accompanying report by management titled, "Report
of Management on Credit Card Trust Internal Control and Pooling and Servicing
Agreement Compliance" (the "Report"). Management is responsible for PFH's
controls over the functions performed as servicer of the Trust. Our
responsibility is to express an opinion on management's assertion based on our
examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the controls over the functions performed by PFH
as servicer of the Trust, testing and evaluating the design and operating
effectiveness of those controls, and such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion.
Because of inherent limitations in any control, errors or fraud may occur and
not be detected. Also, projections of any evaluation of the controls over the
functions performed by PFH as servicer of the Trust to future periods are
subject to the risk that the controls may become inadequate because of changes
in conditions, or that the degree of compliance with the controls may
deteriorate.
<PAGE>
In our opinion, management's assertion, that PFH's controls over the functions
performed as servicer of the Trust are effective, as of December 31, 1999, in
providing reasonable assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the Agreements,
between PFH as Servicer and The Bank of New York, as Trustee on behalf of the
Securityholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the following criteria specified in the Report:
o The controls provide reasonable assurance that funds collected are
remitted to the Trustee in accordance with the Agreements.
o The controls provide reasonable assurance that Trust assets are
segregated from those retained by PFH in accordance with the
Agreements.
o The controls provide reasonable assurance that expenses incurred by the
Trust are calculated and remitted in accordance with the Agreements.
o The controls provide reasonable assurance that the addition of accounts
to the Trust are authorized in accordance with the Agreements.
o The controls provide reasonable assurance that Trust assets amortizing
out of the Trust are calculated in accordance with the Agreements.
o The controls provide reasonable assurance that monthly Trust reports
generated in the form of "Monthly Servicer Reports" and provided to the
Trustee are reviewed by the Treasurer prior to distribution.
o The controls provide reasonable assurance that monthly Trust reports
generated in the form of "Monthly Servicer Reports" contain all
required information per section 5.2 of the Agreements.
This report is intended solely for the use of the management committee,
management of PFH and the Bank of New York and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive such
information as specified in the Agreements. However, this report is a matter of
public record as a result of being included as an exhibit to the annual report
on Form 10-K prepared by PFH and filed with the Securities and Exchange
Commission on behalf of Partners First Master Credit Card Trust and its
distribution is not limited.
/s/ Ernst & Young LLP
March 27, 2000
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT A
AGREEMENT
TRUST SUPPLEMENT DATE SERVICING PERIOD
- ---------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-2
Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-3
Partners First Credit December 4, 1998, amended and January 1, 1999 to
Card Master Trust restated January 12, 1999 April 15, 1999
Series 1998-4
</TABLE>
<PAGE>
Report of Independent Accountants
Partners First Holdings, LLC
900 Elkridge Landing Road, Suite 300
Linthicum, Maryland 21090-2925
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Partners First Credit Card Master Trust
---------------------------------------
We have examined management's assertion that Partners First Holdings, LLC
("PFH') was in material compliance with the covenants and conditions of sections
2.9, 2.10, 2.12, 2.13, 3.2, 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and
4.4 of the Pooling and Servicing Agreement dated as of June 26, 1998, as amended
and restated (the "Agreement"), and the applicable sections of the Series'
Pooling and Servicing Agreement Supplements (the "Agreement Supplements"
together with the Agreement, the "Agreements"), specified in Attachment A,
between PFH as Servicer, Partners First Receivables Funding, LLC as Transferor
and the Bank of New York as Trustee, during the compliance periods specified in
Attachment A. Management's assertion is included in the accompanying report by
management titled, "Report of Management on Credit Card Trust Internal Control
and Pooling and Servicing Agreement Compliance" (the "Report"). Management is
responsible for PFH's compliance with those covenants and conditions. Our
responsibility is to express an opinion on management's assertion about PFH's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about PFH's compliance with those covenants
and conditions and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination of
PFH's compliance with specified covenants and conditions.
In our opinion, management's assertion, that PFH was in material compliance with
the covenants and conditions of the sections in the Agreement and the Agreement
Supplements, referred to above, during the compliance periods specified in
Attachment A, is fairly stated, in all material respects.
<PAGE>
This report is intended solely for the use of the management committee and
management of PFH and should not be referred to or distributed for any purpose
to anyone who is not authorized to receive such information as specified in the
Agreements. However, this report is a matter of public record as a result of
being included as an exhibit to the annual report on Form 10-K prepared by PFH
and filed with the Securities and Exchange Commission on behalf of Partners
First Credit Card Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
March 27, 2000
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT A
AGREEMENT SERVICING AGREEMENT SUPPLEMENT
TRUST SUPPLEMENT DATE COMPLIANCE PERIOD COVENANTS AND CONDITIONS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners First Credit June 26, 1998 January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust December 31, 1999 4.7, 4.10, 4.12, 4.15(a) and (b), 5.1(a) - (e),
Series 1998-2 5.1(h), 5.2(b), 6.1(g)
Partners First Credit June 26, 1998 January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust December 31, 1999 4.7, 4.10, 4.12, 4.15(a) and (b), 5.1(a) - (e),
Series 1998-3 5.1(h), 5.2(b), 6.1(g)
Partners First Credit December 4, 1998, amended and January 1, 1999 to 3.1, 4.1c(i) and (ii), 4.2, 4.3(a)(i), 4.5, 4.6,
Card Master Trust restated January 12, 1999 April 15,1999 4.7, 4.10, 4.12, 4.13, 5.1(a) - (c), 5.1(f), 5.2(b),
Series 1998-4 6.1(g)
</TABLE>
<PAGE>
March 27, 2000
REPORT OF MANAGEMENT OF CREDIT CARD TRUST INTERNAL CONTROL
AND POOLING AND SERVICING AGREEMENT COMPLIANCE
On January 31, 2000, The First National Bank of Atlanta (FNBA), a wholly-owned
subsidiary of Wachovia Corporation, acquired certain assets and liabilities of
Partners First Holdings, LLC ("PFH" or the "Company"), Partners First
Receivables Funding, LLC and Partners First Receivables, LLC. As a result of
this transaction, FNBA became successor to PFH; accordingly, on January 31, 2000
an Amended and Restated Pooling and Servicing Agreement was executed reflecting
the FNBA as the Transferor and Servicer of Partners First Credit Card Master
Trust.
Credit Card Trust Internal Control
- ----------------------------------
PFH is responsible for establishing and maintaining effective controls over the
functions performed as servicer of the Partners First Credit Card Master Trust,
Series 1998-2 and 1998-3 (the "Trusts"). These controls are designed to provide
reasonable assurance to the Company's management and management committee that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's authorization
in conformity with the Pooling and Servicing Agreements between PFH as Servicer
and The Bank of New York as Trustee, and the applicable Pooling and Servicing
Agreement Supplements (the "Agreement Supplements" together with the Agreement,
"Agreements") as specified in Appendix I, and are recorded properly to permit
the preparation of the required financial reports.
There are inherent limitations in any control including the possibility of human
error and circumvention or overriding of the control. Accordingly, even
effective controls can provide only reasonable assurance with respect to the
achievement of any objectives of controls. Further, because of changes in
conditions, the effectiveness of controls may vary over time.
The company has determined that the objectives of controls with respect to
servicing and reporting of sold loans are to provide reasonable, but not
absolute assurance that:
o Funds collected are remitted to the Trustee in accordance with the
Agreements.
o Trust assets are segregated from those retained by PFH in accordance with
the Agreements.
o Expenses incurred by the Trust are calculated and remitted in accordance
with the Agreements.
o The additions of accounts to the Trusts are authorized in accordance with
the Agreements.
<PAGE>
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreements.
o Monthly Trust reports generated in the form of "Monthly Servicer Reports"
and provided to the Trustee are reviewed by the Treasurer prior to
distribution.
o Monthly Trust reports generated in the form of "Monthly Servicer Reports"
contain all information required per section 5.2 of the Agreement
Supplements.
The Company has assessed its controls over the functions performed as servicer
of the Trusts in relation to these criteria. Based upon this assessment, the
Company believes that, as of and for the year ended December 31, 1999, its
controls over the functions performed as servicer of the Trust are effective in
providing reasonable assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the agreements
between PFH and The Bank of New York and are recorded properly to permit the
preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
The Company is responsible for complying with the covenants and conditions of
the Agreements listed in Appendix I to this report. The Company assessed its
compliance with the relevant covenants and conditions identified in Appendix I
for each of the Agreements. Based upon this assessment, PFH was in material
compliance with the relevant covenants and conditions of the Agreements
identified in Appendix I for each of the Agreements during the periods specified
in Appendix I.
/s/ Marc Norwicz
- -------------------------
Marc Norwicz
Treasurer of Partners First Holdings, LLC through January 31,2000,
thereafter an employee of The First National Bank of Atlanta d/b/a Wachovia
Bankcard Services, Inc.
<PAGE>
<TABLE>
<CAPTION>
APPENDIX I
AGREEMENT SERVICING COVENANTS
TRUST SUPPLEMENT DATE COMPLIANCE PERIOD AND CONDITIONS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Partners First Credit June 26, 1998 January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust December 31, 1999 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-2 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.15(a) and (b), 5.1(a) - (e), 5.1(h), 5.2(b), 6.1(g)
Partners First Credit June 26, 1998 January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust December 31, 1998 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-3 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.15(a) and (b), 5.1(a) - (e), 5.1(h), 5.2(b), 6.1(g)
Partners First Credit December 4, 1998, amended and January 1, 1999 to Agreement Sections: 2.9, 2.10, 2.12, 2.13, 3.2,
Card Master Trust restated January 12, 1999 April 15, 1999 3.4(a) and (b), 3.5, 3.6(a) and (b), 4.2, 4.3 and 4.4
Series 1998-4 Agreement Supplement Sections: 3.1, 4.1c(i) and
(ii), 4.2, 4.3(a)(i), 4.5, 4.6, 4.7, 4.10, 4.12,
4.13, 5.1(a) - (c), 5.1(f), 5.2(b), 6.1(g)
</TABLE>
Exhibit 99.3
Report of Independent Accountants
on Applying Agreed-Upon Procedures
Partners First Holdings, LLC
900 Elkridge Landing Road, Suite 300
Linthicum, Maryland 21090-2925
and
The Bank of New York
101 Barclay Street
New York, New York 10286
Partners First Credit Card Master Trust
---------------------------------------
We have performed the procedures enumerated below, which were agreed to by
Partners First Holdings, LLC ("PFH") and The Bank of New York, solely to assist
you with respect to the amounts set forth in the "Monthly Servicer Reports"
prepared for each Series of the Partners First Credit Card Master Trust by PFH
pursuant to subsection 5.2(b) of the applicable Pooling and Servicing Agreement
Supplements as defined in Attachment A, during the periods specified in
Attachment A. This engagement to apply agreed-upon procedures was performed in
accordance with standards established by the American Institute of Certified
Public Accountants. The sufficiency of the procedures is solely the
responsibility of PFH and The Bank of New York. 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 for any other
purpose.
Our procedures were as follows: We compared the amounts set forth in the
"Monthly Servicer Reports" for each Series in the Trust, for the periods
specified in Attachment A, prepared by PFH pursuant to subsection 5.2(b) of the
applicable Pooling and Servicing Agreement Supplements (as defined in Attachment
A) with reports prepared by PFH's bank card processor or PFH, which were the
source of such amounts. We also recalculated the mathematical accuracy of
amounts derived in such "Monthly Servicer Reports" for each Series in the Trust
for the periods specified in Attachment A.
As a result of the procedures performed we noted that in all instances the
amounts set forth in the "Monthly Servicer Reports" for each series in the
Trust, for the periods specified in Attachment A, were in agreement with reports
prepared by PFH's bank card processor or PFH, and that all amounts derived in
such "Monthly Servicer Reports" were mathematically accurate, except for
following:
<PAGE>
a. The delinquent account balances stated in the Monthly Servicer Reports
dated May 17, 1999, July 15, 1999 and August 16, 1999 were misstated.
Attachment B compares the information reported in the applicable Monthly
Servicer Report to the amounts recalculated by Ernst & Young.
b. The Spread Account Requirement per Loan Agreement for those series
identified in Attachment C, for those Monthly Servicer Reports identified
in Attachment C, was misstated, causing the Finance Charge Shortfall and/or
Finance Charge Collections Available for Other Excess Allocation Series to
be misstated. Attachment C identifies those Monthly Servicer Reports in
which the Spread Account Requirement per Loan Agreement was incorrectly
reported and compares the information stated in the applicable Monthly
Servicer Reports to the amounts recalculated by Ernst & Young.
c. The Principal Allocation and Floating Allocation Percentages used to
allocate amounts between Series were incorrectly calculated and reported on
the "Monthly Servicer Reports" as follows:
<TABLE>
<CAPTION>
Percentage Percentage
"Monthly Servicer Report" as Reported as Recalculated
------------------------- ----------------------- ----------------------
<S> <C> <C>
Dated October 15, 1999
Principal Allocation Percentage 86.11% 86.44%
Floating Allocation Percentage 86.11% 86.44%
Dated January 18, 2000
Principal Allocation Percentage 78.85% 78.99%
Floating Allocation Percentage 78.85% 78.99%
The miscalculation of the Principal Allocation and Floating Allocation
Percentages scheduled above, affected the amounts allocated to each Series
as reported on the following line items of the "Monthly Trust Activity"
section of the "Monthly Servicer Reports":
Principal Collections Excess Before Reallocation
Finance Charge Collections Reallocation of Finance Charge Collections
Interchange Collections Dollars of Excess Spread
Investor Default Amount Percentage of Excess Spread
Total Amount Due Reallocated Finance Charge Collections
</TABLE>
The amounts reported for the above line items for each Series are used to
derive amounts reported throughout the remainder of the applicable "Monthly
Servicer Reports". The restated Monthly Servicer Reports are included as
Attachments D and E, respectively.
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the amounts set forth in the "Monthly
Servicer Reports" for each Series in the Trust, prepared by PFH pursuant to
subsection 5.2(b) of the applicable Pooling and Servicing Agreement Supplements
as defined in Attachment A, or on the reports prepared by PFH's bank card
processor or PFH. Accordingly, we do not express such an opinion. Had we
performed additional procedures with respect to
<PAGE>
the "Monthly Servicer Reports" prepared by PFH pursuant to subsection 5.2(b) of
the applicable Pooling and Servicing Agreement Supplements as defined in
Attachment A and the reports prepared by PFH's bank card processor and PFH,
which were the source of such amounts, other matters might have come to our
attention that would have been reported to you. This report relates only to the
comparison of the amounts, and the recalculation of the mathematical accuracy of
such amounts specified above and does not extend to any financial statements of
PFH taken as a whole.
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.
/s/ Ernst & Young LLP
March 27, 2000
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT A
POOLING AND SERVICING AGREEMENT
SUPPLEMENT DATE MONTHLY SERVICING REPORTS
TRUST COVERING THE PERIOD
- ---------------------------- ----------------------------------- ---------------------------------------
<S> <C> <C>
Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-2
Partners First Credit June 26, 1998 January 1, 1999 to
Card Master Trust December 31, 1999
Series 1998-3
Partners First Credit December 4, 1998, amended and January 1, 1999 to
Card Master Trust restated January 12, 1999 April 15, 1999
Series 1998-4**
</TABLE>
** Series 1998-4 terminated April 15, 1999.
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT B
- -------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
AS REPORTED AS RECALCULATED
------------------------- -----------------------
<S> <C> <C>
MONTHLY SERVICER REPORT DATED MAY 17, 1999
30-59 Days Delinquent 30,790,327.75 30,016,573.45
60-89 Days Delinquent 20,451,294.12 20,177,076.83
90+ Days Delinquent 44,174,891.63 43,787,146.22
Total 30+ Days Delinquent 95,416,513.50 93,980,796.50
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
AS REPORTED AS RECALCULATED
------------------------- -----------------------
MONTHLY SERVICER REPORT DATED JULY 15, 1999
30-59 Days Delinquent 31,548,862.16 31,548,862.16
60-89 Days Delinquent 18,396,080.94 18,507,183.51
90+ Days Delinquent 41,490,458.99 41,580,055.21
Total 30+ Days Delinquent 91,435,402.09 91,636,100.88
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
AS REPORTED AS RECALCULATED
------------------------- -----------------------
MONTHLY SERVICER REPORT DATED AUGUST 16, 1999
30-59 Days Delinquent 29,218,555.80 29,218,555.80
60-89 Days Delinquent 19,519,870.31 19,519,870.31
90+ Days Delinquent 39,073,409.25 39,101,516.52
Total 30+ Days Delinquent 87,811,835.36 87,839,942.63
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT C
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED MARCH 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
<S> <C> <C>
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 7,219,081.34 7,469,081.34
Series 1998-4 542,743.63 792,743.63
Series 1998-4 Worksheet:
Item K3 - "Spread Account Requirement per Loan Agreement" 0.00 (250,000.00)
Item K4 - "Available for Other Excess Allocation Series" 542,743.63 792,743.64
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED APRIL 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 11,816,289.96 12,316,289.96
Series 1998-4 659,321.96 1,159,321.96
Series 1998-4 Worksheet:
Item K3 - "Spread Account Requirement per Loan Agreement" 0.00 (500,000.00)
Item K5 - "Available for Other Excess Allocation Series" 659,321.96 1,159,321.96
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED JUNE 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 9,077,326.67 0.00
Series 1998-2 4,538,663.34 0.00
Series 1998-3 4,538,663.34 0.00
"Finance Charge Shortfall"
Total 0.00 13,164,147.64
Series 1998-2 0.00 6,582,073.82
Series 1998-3 0.00 6,582,073.82
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 0.00 11,120,737.16
Item J4 - "Finance Charge Shortfall" 0.00 6,582,073.82
Item J5 - "Available for Other Excess Allocation Series" 4,538,663.34 0.00
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 0.00 11,120,737.16
Item J4 - "Finance Charge Shortfall" 0.00 6,582,073.82
Item J5 - "Available for Other Excess Allocation Series" 4,538,663.34 0.00
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT C (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED JULY 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
<S> <C> <C>
Monthly Trust Activity Worksheet:
"Finance Charge Shortfall"
Total 18,482,142.77 5,906,290.42
Series 1998-2 9,241,071.39 2,953,145.21
Series 1998-3 9,241,071.39 2,953,145.21
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 12,870,000.00 6,582,073.82
Item J4 - "Finance Charge Shortfall" 9,241,071.39 2,953,145.21
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 12,870,000.00 6,582,073.82
Item J4 - "Finance Charge Shortfall" 9,241,071.39 2,953,145.21
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED AUGUST 16, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 0.00 15,747,012.77
Series 1998-2 0.00 7,873,505.89
Series 1998-3 0.00 7,873,506.88
"Finance Charge Shortfall"
Total 21,827,252.22 0.00
Series 1998-2 10,913,626.11 0.00
Series 1998-3 10,913,626.11 0.00
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 12,870,000.00 (5,917,132.00)
Item J4 - "Finance Charge Shortfall" 10,913,626.11 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 7,873,505.89
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 12,870,000.00 (5,917,133.00)
Item J4 - "Finance Charge Shortfall" 10,913,626.11 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 7,873,506.88
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT C (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED OCTOBER 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
<S> <C> <C>
Monthly Trust Activity Worksheet:
"Finance Charge Shortfall"
Total 10,051,515.38 1,949,777.92
Series 1998-2 5,025,757.69 974,888.96
Series 1998-3 5,025,757.69 974,888.96
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 3,509,130.92
Item J4 - "Finance Charge Shortfall" 5,025,757.69 974,888.60
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 3,509,131.27
Item J4 - "Finance Charge Shortfall" 5,025,757.69 974,888.96
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED NOVEMBER 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 0.00 5,160,920.53
Series 1998-2 0.00 2,580,460.44
Series 1998-3 0.00 2,580,460.09
"Finance Charge Shortfall"
Total 8,054,109.60 0.00
Series 1998-2 4,027,054.80 0.00
Series 1998-3 4,027,054.80 0.00
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 952,484.76
Item J4 - "Finance Charge Shortfall" 4,027,054.80 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 2,580,460.44
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 952,485.11
Item J4 - "Finance Charge Shortfall" 4,027,054.80 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 2,580,460.09
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT C (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------
AMOUNT AMOUNT
MONTHLY SERVICER REPORT DATED DECEMBER 15, 1999: AS REPORTED AS RECALCULATED
------------------- ----------------------
<S> <C> <C>
Monthly Trust Activity Worksheet:
"FC Available for other Excess Allocation Series"
Total 0.00 4,755,147.42
Series 1998-2 0.00 2,377,573.71
Series 1998-3 0.00 2,377,573.71
"Finance Charge Shortfall"
Total 10,420,532.47 0.00
Series 1998-2 5,210,266.23 0.00
Series 1998-3 5,210,266.23 0.00
Series 1998-2 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 (27,839.94)
Item J4 - "Finance Charge Shortfall" 5,210,266.23 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 2,377,573.71
Series 1998-3 Worksheet:
Item J3 - "Spread Account Requirement per Loan Agreement" 7,560,000.00 (27,839.94)
Item J4 - "Finance Charge Shortfall" 5,210,266.23 0.00
Item J5 - "Available for Other Excess Allocation Series" 0.00 2,377,573.71
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Trust Inputs
<TABLE>
<CAPTION>
Attachment D
<S> <C>
Daily Collections Sheet
Portfolio Activity Reporting Date (Current Payment Date) 15-Oct-99
Monthly Settlement Period Start Date 1-Sep-99
Monthly Settlement Period End Date 30-Sep-99
Monthly Period September
Next Distribution Date 15-Nov-99
Beginning Month Principal Receivables 1,601,734,530.65
Beginning Month Finance Charge Receivables 48,766,947
Ending Finance Charge Receivables 51,182,235
Discount Percentage 0.00%
Monthly Trust Activity Sheet
Servicing Fee 2.00%
Beginning Special Funding Account Balance 949.04
Required Minimum Principal Balance 107.00%
Reallocation of Finance Charge Collections Monthly Trust Activity Row 90
30-59 Days Delinquent 33,908,085.01
60-89 Days Delinquent 20,492,449.24
90+ Days Delinquent 39,339,164.79
Total 30+ Days Delinquent 93,739,699.04
Collection Account Investment Proceeds 24,840.37
Aggregate Account Addition or Removal (Y/N) Y
Date of Account Addition or Removal 1-Sep-99
Principal Receivables Added 140,171,641.18
Finance Charge Receivables Added 540,982.45
Principal Receivables at the End of the Day of Addition or Removal 1,735,307,982.53
</TABLE>
Page 1
<PAGE>
Daily Collections
<TABLE>
<CAPTION>
Partners First Credit Card Master Trust 03/27/00
Monthly Settlement Period Start Date 01-Sep-99
Monthly Settlement Period End Date 30-Sep-99
Next Distribution Date 15-Nov-99 Portfolio Activity
Beginning Month Principal Receivables 1,601,734,530.65 Reporting Date 15-Oct-99
Beginning Month Adjusted Principal Receivables 1,601,734,530.65
Discount Percentage 0.00%
Beginning Month Trust Principal Receivables 1,601,734,530.65
Beginning
Principal Finance Charge Interchange
Day Date Receivables Collections Collections
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sunday 09/01/99 1,601,734,530.65 970,238.06
Monday 09/02/99 1,735,307,982.53 1,112,588.40
Tuesday 09/03/99 1,734,078,188.77 1,098,387.58
Wednesday 09/04/99 1,731,406,683.68 0.00
Thursday 09/05/99 1,731,406,683.68 1,775,443.99
Friday 09/06/99 1,724,825,855.30 853,044.48
Saturday 09/07/99 1,725,861,882.31 513,162.36
Sunday 09/08/99 1,726,064,535.64 257,307.59
Monday 09/09/99 1,730,255,944.57 974,910.16
Tuesday 09/10/99 1,729,815,572.22 1,082,232.99
Wednesday 09/11/99 1,728,569,450.75 0.00
Thursday 09/12/99 1,728,569,450.75 1,410,501.15
Friday 09/13/99 1,723,750,280.13 476,477.66
Saturday 09/14/99 1,727,726,037.30 606,776.32
Sunday 09/15/99 1,730,084,889.18 657,364.01
Monday 09/16/99 1,730,357,788.39 776,542.09
Tuesday 09/17/99 1,726,426,491.58 717,018.07
Wednesday 09/18/99 1,725,427,201.42 0.00
Thursday 09/19/99 1,725,427,201.42 1,333,033.95
Friday 09/20/99 1,720,305,127.21 644,065.00
Saturday 09/21/99 1,723,094,111.47 440,404.62
Sunday 09/22/99 1,726,493,066.47 771,565.60
Monday 09/23/99 1,726,189,407.13 944,095.82
Tuesday 09/24/99 1,724,113,612.48 852,926.35
Wednesday 09/25/99 1,723,424,684.06 0.00
Thursday 09/26/99 1,723,424,684.06 1,408,478.61
Friday 09/27/99 1,716,741,382.58 747,322.02
Saturday 09/28/99 1,718,808,096.42 427,990.71
Sunday 09/29/99 1,722,585,218.11 972,002.76
Monday 09/30/99 1,721,240,468.35 1,175,876.88
Monthly Totals 1,601,734,530.65 22,999,757.23 1,971,938.71
(1) Includes Fraud Charge-Offs equal to: 124,935.18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal New Principal
Principal Adjustment Principal Charge-off
Day Date Collections Amount Receivables Amount(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sunday 09/01/99 7,459,245.49 0.00 146,741,745.89 5,709,048.52
Monday 09/02/99 6,533,951.44 0.00 5,304,157.68 0.00
Tuesday 09/03/99 7,717,701.33 0.00 5,046,196.24 0.00
Wednesday 09/04/99 0.00 0.00 0.00 0.00
Thursday 09/05/99 11,532,116.45 0.00 4,951,288.07 0.00
Friday 09/06/99 5,558,010.64 0.00 6,594,037.65 0.00
Saturday 09/07/99 3,609,203.43 0.00 3,811,856.76 0.00
Sunday 09/08/99 1,877,172.40 0.00 6,068,581.33 0.00
Monday 09/09/99 5,937,896.95 0.00 5,497,524.60 0.00
Tuesday 09/10/99 6,344,393.64 0.00 5,098,141.07 (131.10)
Wednesday 09/11/99 0.00 0.00 0.00 0.00
Thursday 09/12/99 9,585,364.69 0.00 4,766,194.07 0.00
Friday 09/13/99 2,972,254.78 0.00 6,947,975.95 (36.00)
Saturday 09/14/99 3,534,231.67 0.00 5,893,083.55 0.00
Sunday 09/15/99 5,031,915.68 0.00 5,299,812.05 (5,002.84)
Monday 09/16/99 4,878,470.63 0.00 5,105,868.41 4,158,694.59
Tuesday 09/17/99 3,931,919.43 0.00 4,795,423.46 1,862,794.19
Wednesday 09/18/99 0.00 0.00 0.00 0.00
Thursday 09/19/99 9,517,197.83 0.00 4,395,123.62 0.00
Friday 09/20/99 4,151,535.82 0.00 6,941,245.14 725.06
Saturday 09/21/99 2,454,535.16 0.00 5,980,490.28 127,000.12
Sunday 09/22/99 5,664,994.62 0.00 5,403,025.04 41,689.76
Monday 09/23/99 7,230,654.13 0.00 5,153,161.31 (1,698.17)
Tuesday 09/24/99 5,833,018.83 0.00 5,144,090.41 0.00
Wednesday 09/25/99 0.00 0.00 0.00 0.00
Thursday 09/26/99 11,691,390.20 0.00 5,008,088.72 0.00
Friday 09/27/99 5,101,837.47 0.00 7,168,551.31 0.00
Saturday 09/28/99 2,312,225.48 0.00 6,088,828.62 (518.55)
Sunday 09/29/99 7,055,624.22 0.00 5,710,874.46 0.00
Monday 09/30/99 7,870,385.58 0.00 4,297,629.00 0.00
Monthly Totals 155,387,247.99 0.00 283,212,994.69 11,892,565.58
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Ending Invested Amt +
Recovery Principal Req Transferor Special Funding SFA Earnings
Day Date Collections Receivables Amount Account Balance
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sunday 09/01/99 1,735,307,982.53 1,605,000,000.00 0.00
Monday 09/02/99 1,734,078,188.77 1,605,000,000.00 0.00
Tuesday 09/03/99 1,731,406,683.68 1,605,000,000.00 0.00
Wednesday 09/04/99 1,731,406,683.68 1,605,000,000.00 0.00
Thursday 09/05/99 1,724,825,855.30 1,605,000,000.00 0.00
Friday 09/06/99 1,725,861,882.31 1,605,000,000.00 0.00
Saturday 09/07/99 1,726,064,535.64 1,605,000,000.00 0.00
Sunday 09/08/99 1,730,255,944.57 1,605,000,000.00 0.00
Monday 09/09/99 1,729,815,572.22 1,605,000,000.00 0.00
Tuesday 09/10/99 1,728,569,450.75 1,605,000,000.00 0.00
Wednesday 09/11/99 1,728,569,450.75 1,605,000,000.00 0.00
Thursday 09/12/99 1,723,750,280.13 1,605,000,000.00 0.00
Friday 09/13/99 1,727,726,037.30 1,605,000,000.00 0.00
Saturday 09/14/99 1,730,084,889.18 1,605,000,000.00 0.00
Sunday 09/15/99 1,730,357,788.39 1,605,000,000.00 0.00
Monday 09/16/99 1,726,426,491.58 1,605,000,000.00 0.00
Tuesday 09/17/99 1,725,427,201.42 1,605,000,000.00 0.00
Wednesday 09/18/99 1,725,427,201.42 1,605,000,000.00 0.00
Thursday 09/19/99 1,720,305,127.21 1,605,000,000.00 0.00
Friday 09/20/99 1,723,094,111.47 1,605,000,000.00 0.00
Saturday 09/21/99 1,726,493,066.47 1,605,000,000.00 0.00
Sunday 09/22/99 1,726,189,407.13 1,605,000,000.00 0.00
Monday 09/23/99 1,724,113,612.48 1,605,000,000.00 0.00
Tuesday 09/24/99 1,723,424,684.06 1,605,000,000.00 0.00
Wednesday 09/25/99 1,723,424,684.06 1,605,000,000.00 0.00
Thursday 09/26/99 1,716,741,382.58 1,605,000,000.00 0.00
Friday 09/27/99 1,718,808,096.42 1,605,000,000.00 0.00
Saturday 09/28/99 1,722,585,218.11 1,605,000,000.00 0.00
Sunday 09/29/99 1,721,240,468.35 1,605,000,000.00 0.00
Monday 09/30/99 1,717,667,711.77 1,605,000,000.00 0.00
Monthly Totals 3,243,107.60 1,717,667,711.77 1,605,000,000.00 0.00 1.81
</TABLE>
Page 1
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
<S> <C>
A. Trust Level Activity
Number of Days in Collection Period 30
Beginning Principal Receivables Balance 1,601,734,530.65
Beginning Special Funding Account Balance 949.04
Beginning Principal Receivables + SFA Balance 1,601,735,479.69
Special Funding Account Earnings 1.81
Finance Charge Collections 22,999,757.23
Interchange Collections 1,971,938.71
Collection Account Investment Proceeds 24,840.37
Recoveries treated as Finance Charge Collections 0.00
Total Finance Charge Receivables Collections 24,996,538.12
Principal Receivables Collections 155,387,247.99
Recoveries treated as Principal Collections 3,243,107.60
Total Principal Receivables Collections 158,630,355.59
Monthly Payment Rate (Principal plus Interest divided by Avg. Principal Receivables) 10.64%
Defaulted Amount (Net of Recoveries) 8,524,522.80
Annualized Default Rate 6.39%
Trust Portfolio Yield 18.73%
New Principal Receivables 283,212,994.69
Aggregate Account Addition or Removal (Y/N)? Y
Date of Addition/Removal 1-Sep-99
Principal Receivables at the end of the day of Addition/Removal 1,735,307,982.53
SFA Balance at the end of the day of Addition/Removal 949.04
Principal Receivables + SFA Balance at the end of the day of Addition/Removal 1,735,308,931.57
Percentage of the Collection Period which is before the Addition/Removal Date 0.00%
Ending Principal Receivables Balance 1,717,667,711.77
Ending Special Funding Account (SFA) Balance 0.00
Ending Principal Receivables + SFA Balance 1,717,667,711.77
Required Minimum Principal Balance 1,605,000,000.00
Transferor Percentage 14.51%
</TABLE>
Page 1
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
B. Series Allocations
Total 1998-2 1998-3 1998-4
<S> <C> <C> <C>
Group 1 1 2
Class A Invested Amount 528,000,000.00 528,000,000.00 0.00
Class B Invested Amount 113,000,000.00 113,000,000.00 0.00
Collateral Invested Amount 67,000,000.00 67,000,000.00 0.00
Class D Invested Amount 42,000,000.00 42,000,000.00 0.00
Total Invested Amount 1,500,000,000.00 750,000,000.00 750,000,000.00 0.00
Required Transferor Amount 105,000,000.00 52,500,000.00 52,500,000.00 0.00
Invested Amount + Req Transf Amount 1,605,000,000.00 802,500,000.00 802,500,000.00 0.00
Series Allocation Percentage 100.00% 50.00% 50.00% 0.00%
Series Allocable Finance Charge Collections 12,498,269.06 12,498,269.06 0.00
Series Allocable Principal Collections 79,315,177.80 79,315,177.80 0.00
Series Allocable Defaulted Amounts 4,262,261.40 4,262,261.40 0.00
Series Allocable Servicing Fee 1,250,000.00 1,250,000.00 0.00
In Revolving Period? Y Y Y
Available for Shared Principal Collections 144,488,576.66 72,244,288.33 72,244,288.33 0.00
Principal Shortfall 0.00 0.00 0.00 0.00
Allocation of Shared Principal Collections 0.00 0.00 0.00 0.00
FC Available for other Excess Allocation Series 0.00 0.00 0.00 0.00
Finance Charge Shortfall 9,997,581.59 4,998,790.79 4,998,790.79 0.00
Allocation of Excess Finance Charge Collections 0.00 0.00 0.00 0.00
B. Series Allocations
Amounts Due 1998-2 1998-3 1998-4
Principal Allocation Percentage 86.44% 86.44% 0.00%
Floating Allocation Percentage 86.44% 86.44% 0.00%
Class A Certificate Rate 5.480% 5.510% 0.000%
Class B Certificate Rate 5.690% 5.740% n/a
CIA Certificate Rate 6.255% 6.355% 0.000%
Class D Certificate Rate 0.000% 0.000% 0.000%
Class A Interest 2,411,200.00 2,424,400.00 0.00
Class B Interest 535,808.33 540,516.67 0.00
Collateral Monthly Interest 349,237.50 354,820.83 0.00
Class D Interest 0.00 0.00 0.00
Investor Monthly Interest 3,296,245.83 3,319,737.50 0.00
Investor Default Amount (Net of Recoveries) 3,684,296.20 3,684,296.20 0.00
Interchange Collections 852,271.32 852,271.32 0.00
0.75% of Interchange 468,750.00 468,750.00 0.00
Servicer Interchange 468,750.00 468,750.00 0.00
Monthly Servicing Fee (Before Adjustments) 1,250,000.00 1,250,000.00 0.00
Interchange Adjustment 0.00 0.00 0.00
SFA Adjustment 0.79 0.79 0.00
Monthly Servicing Fee (After Adjustments) 1,249,999.21 1,249,999.21 0.00
C. Group 1 Allocations
Total 1998-2 1998-3
Adjusted Invested Amount for Series 1,500,000,000.00 750,000,000.00 750,000,000.00
Principal Collections 137,119,984.26 68,559,992.13 68,559,992.13
Finance Charge Collections 21,606,992.56 10,803,496.28 10,803,496.28
Investor Monthly Interest 6,615,983.33 3,296,245.83 3,319,737.50
Investor Default Amount 7,368,592.40 3,684,296.20 3,684,296.20
Monthly Servicing Fee 2,499,998.42 1,249,999.21 1,249,999.21
Total Amount Due 16,484,574.15 8,230,541.24 8,254,032.91
Excess Before Reallocation 5,122,418.41 2,572,955.04 2,549,463.37
Reallocation of Finance Charge Collections -11,745.83 11,745.83
Dollars of Excess Spread 5,122,418.41 2,561,209.21 2,561,209.21
Percentage Excess Spread 4.10% 4.10% 4.10%
Reallocated Finance Charge Collections 21,606,992.56 10,791,750.45 10,815,242.12
</TABLE>
Page 2
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
C. Group 2 Allocations
Total 1998-4
<S> <C> <C>
Beginning Invested Amount After Giving 0.00 0.00
Effect to Decrease occurring in monthly period
Principal Collections 0.00 0.00
Finance Charge Collections 0.00 0.00
Investor Monthly Interest 0.00 0.00
Investor Default Amount 0.00 0.00
Monthly Servicing Fee 0.00 0.00
Total Amount Due 0.00 0.00
Excess Before Reallocation 0.00 0.00
Reallocation of Finance Charge Collections 0.00
Dollars of Excess Spread 0.00 0.00
Percentage Excess Spread n/a n/a
Reallocated Finance Charge Collections 0.00 0.00
D. Trust Performance
30-59 Days Delinquent 33,908,085.01
60-89 Days Delinquent 20,492,449.24
90+ Days Delinquent 39,339,164.79
Total 30+ Days Delinquent 93,739,699.04
</TABLE>
Page 3
<PAGE>
1998-2 Inputs
Series Sheet
Last Payment Date 15-Sep-99
Current Payment Date 15-Oct-99
<TABLE>
<CAPTION>
Class A Class B CIA Class D
<S> <C> <C> <C> <C>
Fixed/Floating Floating Floating Floating Floating
Certificate Rate 5.48000% 5.69000% 6.25500% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Prior Controlled Deposit Amount Shortfall 0.00
Controlled Deposit Amount 53,416,666.67
Beginning Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
YSA Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Credit Amount Percentage 0.00%
Reserve Account Mechanics
Begin Funding Reserve Account (Y/N) N
Required Reserve Account Amount 0.00
Beginning Balance 0.00
Application of Principal Collections during Revolving Period
Required Collateral Invested Amount 67,000,000.00
Required Class D 42,000,000.00
Yield and Base Rate
Base Rate
Prior Monthly Period 7.17%
Second Prior Monthly Period 7.09%
Series Adjusted Portfolio Yield
Prior Monthly Period 11.78%
Second Prior Monthly Period 10.55%
CIA Applicable Excess Spread Percentage
Prior Monthly Period 4.61%
Second Prior Monthly Period 3.13%
Third Prior Monthly Period 4.81%
Fourth Prior Monthly Period 6.26%
Ending Spread Account Balance Prior Distribution 4,050,869.08
</TABLE>
Page 1
<PAGE>
1998-3 Inputs
<TABLE>
<CAPTION>
Series Sheet
Last Payment Date 15-Sep-99
Current Payment Date 15-Oct-99
Class A Class B CIA Class D
<S> <C> <C> <C> <C>
Fixed/Floating Floating Floating Floating Floating
Certificate Rate 5.51000% 5.74000% 6.35500% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Prior Controlled Deposit Amount Shortfall 0.00
Controlled Deposit Amount 53,416,666.67
Beginning Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
YSA Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Credit Amount Percentage 0.00%
Reserve Account Mechanics
Begin Funding Reserve Account (Y/N) N
Required Reserve Account Amount 0.00
Beginning Balance 0.00
Application of Principal Collections during Revolving Period
Required Collateral Invested Amount 67,000,000.00
Required Class D 42,000,000.00
Yield and Base Rate
Base Rate
Prior Monthly Period 7.21%
Second Prior Monthly Period 7.12%
Series Adjusted Portfolio Yield
Prior Monthly Period 11.82%
Second Prior Monthly Period 10.59%
CIA Applicable Excess Spread Percentage
Prior Monthly Period 4.61%
Second Prior Monthly Period 3.13%
Third Prior Monthly Period 4.81%
Fourth Prior Monthly Period 6.26%
Ending Spread Account Balance Prior Distribution 4,050,868.73
</TABLE>
Page 1
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
A. Investor/Transferor Allocations
B. Monthly Funding Requirements
Last Payment Date 15-Sep-99
Current Payment Date 15-Oct-99
Actual / 360 Days 30 30 30 30
30 / 360 Days 30 30 30 30
Fixed / Floating Floating Floating Floating Floating
Class A Class B Collateral Invested Class D Total
Amount
<S> <C> <C> <C> <C> <C>
Certificate Rate 5.480% 5.690% 6.255% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Required Transferor Amount 52,500,000.00
Total Initial Amount 802,500,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Principal Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Floating Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Principal Collections 48,266,234.46 10,329,705.48 6,124,692.63 3,839,359.56 68,559,992.13
Realloc Finance Charge Collections 7,597,392.32 1,625,957.07 964,063.04 604,338.03 10,791,750.45
YSA Draw 0.00
YSA Investment Proceeds 0.00
Realloc Finance Charge plus YSA Draw 7,597,392.32 1,625,957.07 964,063.04 604,338.03 10,791,750.45
Monthly Interest 2,411,200.00 535,808.33 349,237.50 0.00 3,296,245.83
Investor Default Amount (Net) 2,593,744.52 555,100.63 329,130.46 206,320.59 3,684,296.20
Monthly Servicing Fee 879,999.44 188,333.21 111,666.60 69,999.96 1,249,999.21
Total Due 5,884,943.97 1,279,242.17 790,034.56 276,320.54 8,230,541.24
Reallocated Investor Fin Charge Coll + YSA Draw + PFA Inv Proceeds + Reserve Fund Releases 10,791,750.45
Series Adjusted Portfolio Yield 11.37%
Base Rate 7.27%
</TABLE>
Page 1
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
Series Parameters
<S> <C> <C>
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12.00
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Controlled Deposit Amount 53,416,666.67
Ending Controlled Deposit Amount Shortfalll 0.00
Funding Accounts
Beginning Principal Funding Account Balance 0.00
Principal Funding Account Deposit 0.00
Ending Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Account Ending Balance 0.00
Reserve Account Beginning Balance 0.00
Required Reserve Account Amount 0.00
Funds Deposited into Reserve Account 0.00
Ending Reserve Account Balance 0.00
C. Certificate Balances and Distrubutions
Class A Class B CIA Class D Total
Beginning Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Interest Distributions 2,411,200.00 535,808.33 349,237.50 0.00 3,296,245.83
PFA Deposits 0.00 0.00
Principal Distributions 0.00 0.00 0.00 0.00 0.00
Total Distributions 2,411,200.00 535,808.33 349,237.50 0.00 3,296,245.83
Ending Certificate
Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Pool Factor 100.00% 100.00% 100.00% 100.00%
Total Distribution Per
$1,000 4.5667 4.7417 5.2125 0.0000
Interest Distribution Per
$1,000 4.5667 4.7417 5.2125 0.0000
Principal Distribution
Per $1,000 0.0000 0.0000 0.0000 0.0000
</TABLE>
Page 2
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
D. Information regarding distributions on the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal amount:
<S> <C> <C>
1 Total amount of the distribution: 2,411,200.00
2 Amount of the distribution in respect of Class A Monthly Interest: 2,411,200.00
3 Amount of the distribution in respect of Class A Outstanding Monthly Interest: 0.00
4 Amount of the distribution in respect of Class A Additional Interest: 0.00
5 Amount of the distribution in respect of Class A Principal: 0.00
E. Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs
on such Distribution Date.
1 Total amount of Class A Investor Charge-Offs: 0.00
2 Amount of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
3 Total amount reimbursed in respect of Class A Investor Charge-Offs: 0.00
4 Amount reimbursed in respect of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
5 The amount, if any, by which the outstanding principal 0.00
balance of the Class A Certificate exceeds the Class A Invested
Amount after giving effect to all transactions on such Distribution Date:
F. Information regarding distributions in respect of the Class B Certificates, per $1,000
original certificate principal amount.
1 The total amount of the distribution: 535,808.33
2 Amount of the distribution in respect of Class B monthly interest: 535,808.33
3 Amount of the distribution in respect of Class B outstanding monthly interest: 0.00
4 Amount of the distribution in respect of Class B additional interest: 0.00
5 Amount of the distribution in respect of Class B principal: 0.00
G. Amount of reductions in Class B Invested Amount on such Distribution Date.
1 The amount of reductions in Class B Invested Amount 0.00
2 The amount of reductions in the Class B Invested Amount set forth in 0.00
paragraph 1 above, per $1,000 original certificate principal amount:
3 The total amount reimbursed in respect of such reductions 0.00
in the Class B Invested Amount:
4 The total amount set forth in paragraph 3 above, per $1,000 0.00
original certificate principal amount:
5 The amount, if any, by which the outstanding principal balance 0.00
of the Class B Certificates exceeds the Class B Invested Amount
after giving effect to all transactions on such Distribution Date:
</TABLE>
Page 3
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
H. Information regarding distributions on the Distribution Date to the Collateral Interest Holder.
1 Total amount distributed to the Collateral Interest Holder: 349,237.50
2 Amount distributed in respect of Collateral Monthly Interest: 349,237.50
3 Amount distributed in respect of Collateral Additional Interest: 0.00
4 The amount distributed to the Collateral Interest Holder in respect 0.00
of principal on the Collateral Invested Amount:
I. Amount of reductions in Collateral Invested Amount.
1 The amount of reductions in the Collateral Invested Amount. 0.00
2 The total amount reimbursed in respect of such reductions in the 0.00
Collateral Invested Amount
J. Finance Charge Shortfall Amount
1 Finance Charge Collections Allocated to Series 1998-2 (including YSA) 10,791,750.45
2 Full amount required to be paid pursuant to sections 4.5 and 4.7(excl. Spread Acct.) 8,230,541.24
3 Spread Account Requirement per Loan Agreement 7,560,000.00
4 Finance Charge Shortfall 4,998,790.79
5 Available for Other Excess Allocation Series 0.00
K. Application of Reallocated Investor Finance Charge Collections.
Available Due Paid Shortfall
1 Allocated Class A Available Funds 7,597,392.32
a Reserve Account Release 0.00
b PFA Investment Earnings 0.00
c Class A Available Funds 7,597,392.32
2 Class A Available Funds 7,597,392.32
a Class A Monthly Interest 2,411,200.00 2,411,200.00 0.00
b Class A Servicing Fee 879,999.44 879,999.44 0.00
c Class A Investor Default Amount 2,593,744.52 2,593,744.52 0.00
d Class A Excess 1,712,448.35
3 Class B Available Funds 1,625,957.07
a Class B Monthly Interest 535,808.33 535,808.33 0.00
b Class B Servicing Fee 188,333.21 188,333.21 0.00
c Class B Excess 901,815.52
4 Collateral Available Funds 964,063.04
a Collateral Servicing Fee 111,666.60 111,666.60 0.00
b Collateral Excess 852,396.44
5 Class D Available Funds 604,338.03
a Class D Servicing Fee 69,999.96 69,999.96 0.00
b Class D Excess 534,338.07
6 Total Excess Spread 4,000,998.38
</TABLE>
Page 4
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
L. Application of Excess Spread and Excess Finance Charge Collections
<S> <C> <C> <C> <C> <C>
Available Due Paid Shortfall
1 Available Excess Spread 4,000,998.38
2 Excess Fin Charge Coll 0.00
from Other Series
3 Available Funds 4,000,998.38
4 Class A Required Amount Shortfalls 0.00 0.00 0.00
5 Class B Defaults 555,100.63 555,100.63 0.00
6 Monthly Servicing Fee Shortfalls 0.00 0.00 0.00
7 Collateral Monthly Interest 349,237.50 349,237.50 0.00
8 Collateral Default Amount 329,130.46 329,130.46 0.00
9 Reserve Account Deposit 0.00 0.00 0.00
10 Class D Monthly Interest 0.00 0.00 0.00
11 Class D Default Amount 206,320.59 206,320.59 0.00
12 Other CIA Amounts Owed 3,509,130.92 2,561,209.21 947,921.71
13 Excess Fin Coll for Other Series 0.00 0.00 0.00
14 Excess Spread 0.00
15 Writedowns
a Class A 0.00
b Class B 0.00
c CIA 0.00
d Class D 0.00
M. Reallocated Principal Collections
1 Total Principal Collections Allocable 68,559,992.13
2 Principal Required to Fund the Required Amount 0.00
3 Shared Principal Collections from other Series 0.00
4 Other Amounts Treated as Principal Collections 3,684,296.20
5 Available Principal Collections 72,244,288.33
N. Application of Principal Collections during Revolving Period
1 Collateral Invested Amount 67,000,000.00
2 Required Collateral Invested Amount 67,000,000.00
3 Amount used to pay Excess CIA 0.00
4 Available Principal Collections 72,244,288.33
5 Class D 42,000,000.00
6 Required Class D 42,000,000.00
7 Amount used to pay Excess Class D 0.00
8 Available Principal Collections 72,244,288.33
</TABLE>
Page 5
<PAGE>
Series 1998-2
O. Application of Principal Collections during the Accumulation Period
<TABLE>
<CAPTION>
<S> <C> <C>
1 Available Principal Collections 72,244,288.33
a Controlled Deposit Amount 0.00
b Minimum of Avail Prin Coll and CDA 0.00
c Controlled Deposit Amount Shortfall 0.00
d Amount Deposited in PFA for Class A 0.00
e Draw from PFA to pay Class A Principal 0.00
f Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 72,244,288.33
a Remaining PFA Balance 0.00
b Beginning Class B Outstanding Amount 113,000,000.00
c Beginning Class B Adjusted Invested Amount 113,000,000.00
d Amount Deposited in PFA for Class B 0.00
e Draw from PFA to pay Class B Principal 0.00
f Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 72,244,288.33
a Remaining CIA Amount 67,000,000.00
b Principal Paid to CIA 0.00
c CIA at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 72,244,288.33
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Class A Principal Paid to Investors 0.00
Class B Principal Paid to Investors 0.00
CIA Principal Paid to Investors 0.00
Class D Principal Paid to Investors 0.00
Ending Class A Outstanding Amount 528,000,000.00
Ending Class B Outstanding Amount 113,000,000.00
Ending CIA Outstanding Amount 67,000,000.00
Ending Class D Outstanding Amount 42,000,000.00
5 Shared Principal Collections 72,244,288.33
</TABLE>
Page 6
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
P. Application of Principal Collections during Early Amortization Period
<S> <C> <C>
1 Principal Collections Available 0.00
a Remaining Class A Adjusted Invested Amount 528,000,000.00
b Principal Paid to Class A 0.00
c End of Period Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 0.00
a Remaining Class B Adjusted Invested Amount 113,000,000.00
b Principal Paid to Class B 0.00
c End of Period Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 0.00
a Remaining Collateral Invested Amount 67,000,000.00
b Principal Paid to CIA 0.00
c Collateral Invested Amount at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 0.00
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Q. Yield and Base Rate
1 Base Rate
a Current Monthly Period 7.27%
b Prior Monthly Period 7.17%
c Second Prior Monthly Period 7.09%
Three Month Average Base Rate 7.18%
2 Series Adjusted Portfolio Yield
a Current Monthly Period 11.37%
b Prior Monthly Period 11.78%
c Second Prior Monthly Period 10.55%
Three Month Average Series Adjusted Portfolio Yield 11.23%
3 Excess Spread
a Current Monthly Period 4.10%
b Prior Monthly Period 4.61%
c Second Prior Monthly Period 3.46%
Three Month Average Excess Spread 4.06%
</TABLE>
Page 7
<PAGE>
1998-2 Trustee
----------------------------------------------------------
Partners First Credit Card Master Trust
Series 1998-2
----------------------------------------------------------
The undersigned, a duly authorized representative of
Partners First Holdings LLC ("Holdings"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of June 26, 1998
(as amended and supplemented, the "Pooling and Servicing
Agreement"), among Holdings, Partners First Receivables Funding
LLC ("Funding"), as Transferor and The Bank of New York, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have been defined in
the Agreement or the Series 1998-2 Supplement dated as of June
26, 1998, among Holdings Funding and the Trustee (as amended and
supplemented, the "Supplement"), as applicable.
2. Holdings is the Servicer
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on 10/15/99
which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Class A Available Funds, Class
B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts
(ii) to apply the proceeds of such withdrawals in accordance
with the Supplement.
Page 1
<PAGE>
1998-2 Trustee
With respect to the Class A Certificates
<TABLE>
<CAPTION>
<S> <C>
A) (1) Interest at the Class A
Certificate Rate for the related
Interest Period on the Class A Invested
Amount ....................................................... $2,411,200.00
-------------
(2) Class A Monthly Interest
previously due but not paid......................... $0.00
-----------
(3) Class A Additional Interest
and any Class A Additional Interest due
but not paid ................................................ $0.00
-----------
B) (1) The Class A Servicing Fee for
the related Monthly Period , if
applicable..................................................... $879,999.44
-----------
(2) Accrued and unpaid Class A
Servicing Fees, if applicable......................... $0.00
-----------
C) Class A Investor Default Amount
for the related Monthly Period................ $2,593,744.52
-------------
With respect to the Class B Certificates
A) (1) Interest at the Class B
Certificate Rate for the related
Monthly Period on the Class B Invested
Amount ....................................................... $535,808.33
-----------
(2) Class B Monthly Interest
previously due but not paid....................... $0.00
-----------
(3) Class B Additional Interest
and any Class B Additional Interest
previously due but not paid........................ $0.00
-----------
B) (1) The Class B Servicing Fee for
the related Monthly Period, if
applicable.............................................. $188,333.21
-----------
(2) Accrued and unpaid Class B
Servicing Fees, if applicable....................... $0.00
-----------
</TABLE>
Page 2
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
<S> <C>
With respect to the Collateral Interest
A) (1) The Collateral Servicing Fee
for the related Monthly Period, if
applicable............................................. $111,666.60
-------------
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable.......................... $0.00
-------------
B) (1) The Class D Servicing Fee
for the related Monthly Period, if
applicable....................................................... $69,999.96
-------------
(2) Accrued and unpaid Class D
Servicing Fee, if applicable.......................... $0.00
-------------
The Servicer hereby instructs
the Trustee (i) to make withdrawals
from the Collection Account on
15-Oct-99 which date is a
Distribution Date under the
Supplement, in the aggregate amounts
(equal to the Available Principal
Collections) as set forth below in
respect of the following amounts and
(ii) to apply the proceeds of such
withdrawals.
C) (1) The excess, if any, of the
Collateral Invested Amount
over the Required Collateral
Invested Amount paid to the
Collateral Interest Holder
pursuant to the Loan
Agreement................................... $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
</TABLE>
Page 3
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
<S> <C>
With respect to the Class D Certificates
A) (1) The excess, if any, of the
Class D Amount
over the Required Class D
Invested Amount paid to the
Class D Holder............................ $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
With Respect to Principal
A) (1) The Lesser of the Controlled
Deposit Amount and the sum of the
Class A Adjusted Invested Amount
and the Class B Adjusted Invested
Amount deposited in the Principal
Funding Account......................................... $0.00
-------------
(2) After the Class B Invested
Amount is paid in full, the amount
paid to the Collateral Interest
Holder (up to the Collateral
Invested Amount) pursuant to the
Loan Agreement......................................... $0.00
-------------
(3) Prior to the date the Class B
Invested Amount is paid in full,
excess of the Collateral Invested
Amount over the Required
Collateral Invested Amount paid to
the Collateral Interest Holder
pursuant to the Loan Agreement................ $0.00
-------------
(4) Prior to the date the Class B
Invested Amount is paid in full,
amount to be treated as Shared
Principal Collections $0.00
-------------
</TABLE>
Page 4
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
<S> <C>
(1) An amount up to the Class A
Adjusted Invested Amount deposited
in the Principal Funding Account........ $0.00
-------------
(2) On and after the Distribution
Date on which the Class A Invested Amount
deposited in the Principal Funding
Account........................................................ $0.00
-------------
(3) On and after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount
up to the Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement.......................................... $0.00
-------------
The Servicer does hereby instruct the Trustee to apply on 10/15/99
Distribution Date under the Supplement, any Excess Spread
which is allocated to Series 1998-2 as follows:
A) Class A Required Amount applied in
the priority set forth.................................... $0.00
-------------
B) Aggregate amount of Class A
Investor Charge-Offs not
previously reimbursed allocated to
Available Principal Collections. $0.00
-------------
C) Class B Required Amount applied
first in the priority set forth
and any remaining amount up to the
Class B Investor Default Amount
allocated to Available Principal
Collections................................................... $555,100.63
-------------
D) The amount by which the "Class B
Invested Amount" has been reduced
pursuant to clauses (c), (d) and
(e) of the definition thereof
allocated to Available Principal
Collections................................................... $0.00
-------------
</TABLE>
Page 5
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
<S> <C>
E) (1) Collateral Monthly Interest..................... $349,237.50
-------------
(2) Collateral Monthly Interest
previously due but not paid............................. $0.00
-------------
(3) Collateral Additional Interest and
any Collateral Additional Interest
previously due and not paid............................ $0.00
-------------
F) Monthly Servicing Fee for such
Distribution Date that has not
been paid to the Servicer and any
Monthly Servicing Fee previously
due but not paid to the Servicer. $0.00
-------------
G) Collateral Default Amount
allocated to Available Principal
Collections........................................................... $329,130.46
-------------
H) The amount by which the
"Collateral Invested Amount" has
been reduced pursuant to the
definition thereof and allocated to
Available Principal Collections....................... $0.00
-------------
I) The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account.......................................... $0.00
-------------
J) Paid to the Collateral Interest
Holder pursuant to the Loan
Agreement................................................... $0.00
-------------
K) Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of
the Transferor Certificates........................... $0.00
-------------
</TABLE>
Page 6
<PAGE>
1998-2 Trustee
The Servicer does hereby instruct the Trustee to apply on
10/15/99 which is a Distribution Date under the Pooling and
Servicing agreement, $0.0 of Reallocated Principal Collections to
fund any deficiencies in the Required Amount after applying
Class A Available Funds, Class B Available Funds, Excess Spread
and Excess Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
The Servicer does hereby instruct the Trustee to pay in accordance
with the Supplement from the Collection Account or the
Principal Funding Account, as applicable, on 10/15/99 which
date is a Payment Date under the Supplement, the following
amounts as set forth below:
<TABLE>
<CAPTION>
<S> <C>
A) Interest to be distributed to Class
A Certificate holders................................... $2,411,200.00
-------------
B) On the Expected Final Payment Date
or a Special Payment Date,
principal to be distributed to the
Class A Certificateholders............................ $0.00
-------------
C) Interest to be distributed to Class
B Certificateholders...................................... $535,808.33
-------------
D) On the Expected Final Payment Date
or a Special Payment Date, on or
after the date Class A Invested
Amount is paid in full, principal
to be distributed to the Class B
Certificateholders.................................. $0.00
-------------
E) Interest to be distributed to the Collateral
Interest Holder...................................... $349,237.50
-------------
F) On the Expected Final Payment Date
After the date Class A and Class B
Invested Amounts are paid in full, principal
to be distributed to the Collateral Interest
Holder..................................................... $0.00
-------------
</TABLE>
Page 7
<PAGE>
1998-2 Trustee
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.
<TABLE>
<CAPTION>
<S> <C>
1. The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs........................................... $0.00
-------------
2. The aggregate amount by which the
Class B Invested Amount has been
reduced.................................................. $0.00
-------------
3. The aggregate amount by which the
Collateral Invested Amount has
been reduced......................................... $0.00
-------------
4. The aggregate amount by which the
Class D Invested Amount has
been reduced......................................... $0.00
-------------
</TABLE>
Page 8
<PAGE>
Series 1998-3
A. Investor/Transferor Allocations
B. Monthly Funding Requirements
<TABLE>
<CAPTION>
Last Payment Date 15-Sep-99
Current Payment Date 15-Oct-99
Actual / 360 Days 30 30 30 30
30 / 360 Days 30 30 30 30
Fixed / Floating Floating Floating Floating Floating
Class A Class B Collateral Invested Class D Total
Amount
<S> <C> <C> <C> <C> <C>
Certificate Rate 5.510% 5.740% 6.355% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Required Transferor Amount 52,500,000.00
Total Initial Amount 802,500,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Principal Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Floating Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Principal Collections 48,266,234.46 10,329,705.48 6,124,692.63 3,839,359.56 68,559,992.13
Realloc Finance Charge Collections 7,613,930.45 1,629,496.48 966,161.63 605,653.56 10,815,242.12
YSA Draw 0.00
YSA Investment Proceeds 0.00
Realloc Finance Charge plus YSA Draw 7,613,930.45 1,629,496.48 966,161.63 605,653.56 10,815,242.12
Monthly Interest 2,424,400.00 540,516.67 354,820.83 0.00 3,319,737.50
Investor Default Amount (Net) 2,593,744.52 555,100.63 329,130.46 206,320.59 3,684,296.20
Monthly Servicing Fee 879,999.44 188,333.21 111,666.60 69,999.96 1,249,999.21
Total Due 5,898,143.97 1,283,950.51 795,617.89 276,320.54 8,254,032.91
Reallocated Investor Fin Charge Coll + YSA Draw + PFA Inv Proceeds + Reserve Fund Releases 10,815,242.12
Series Adjusted Portfolio Yield 11.41%
Base Rate 7.31%
</TABLE>
Page 1
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
Series Parameters
<S> <C> <C>
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12.00
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Controlled Deposit Amount 53,416,666.67
Ending Controlled Deposit Amount Shortfalll 0.00
Funding Accounts
Beginning Principal Funding Account Balance 0.00
Principal Funding Account Deposit 0.00
Ending Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Account Ending Balance 0.00
Reserve Account Beginning Balance 0.00
Required Reserve Account Amount 0.00
Funds Deposited into Reserve Account 0.00
Ending Reserve Account Balance 0.00
C. Certificate Balances and Distrubutions
Class A Class B CIA Class D Total
Beginning Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Interest Distributions 2,424,400.00 540,516.67 354,820.83 0.00 3,319,737.50
PFA Deposits 0.00 0.00
Principal Distributions 0.00 0.00 0.00 0.00 0.00
Total Distributions 2,424,400.00 540,516.67 354,820.83 0.00 3,319,737.50
Ending Certificate
Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Pool Factor 100.00% 100.00% 100.00% 100.00%
Total Distribution Per
$1,000 4.5917 4.7833 5.2958 0.0000
Interest Distribution
Per $1,000 4.5917 4.7833 5.2958 0.0000
Principal Distribution
Per $1,000 0.0000 0.0000 0.0000 0.0000
</TABLE>
Page 2
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
D. Information regarding distributions on the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal amount:
<S> <C> <C>
1 Total amount of the distribution: 2,424,400.00
2 Amount of the distribution in respect of Class A Monthly Interest: 2,424,400.00
3 Amount of the distribution in respect of Class A Outstanding Monthly Interest: 0.00
4 Amount of the distribution in respect of Class A Additional Interest: 0.00
5 Amount of the distribution in respect of Class A Principal: 0.00
E. Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs
on such Distribution Date.
1 Total amount of Class A Investor Charge-Offs: 0.00
2 Amount of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
3 Total amount reimbursed in respect of Class A Investor Charge-Offs: 0.00
4 Amount reimbursed in respect of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
5 The amount, if any, by which the outstanding principal 0.00
balance of the Class A Certificate exceeds the Class A Invested
Amount after giving effect to all transactions on such Distribution Date:
F. Information regarding distributions in respect of the Class B Certificates, per $1,000
original certificate principal amount.
1 The total amount of the distribution: 540,516.67
2 Amount of the distribution in respect of Class B monthly interest: 540,516.67
3 Amount of the distribution in respect of Class B outstanding monthly interest: 0.00
4 Amount of the distribution in respect of Class B additional interest: 0.00
5 Amount of the distribution in respect of Class B principal: 0.00
G. Amount of reductions in Class B Invested Amount on such Distribution Date.
1 The amount of reductions in Class B Invested Amount 0.00
2 The amount of reductions in the Class B Invested Amount set forth in 0.00
paragraph 1 above, per $1,000 original certificate principal amount:
3 The total amount reimbursed in respect of such reductions 0.00
in the Class B Invested Amount:
4 The total amount set forth in paragraph 3 above, per $1,000 0.00
original certificate principal amount:
5 The amount, if any, by which the outstanding principal balance 0.00
of the Class B Certificates exceeds the Class B Invested Amount
after giving effect to all transactions on such Distribution Date:
</TABLE>
Page 3
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
H. Information regarding distributions on the Distribution Date to the Collateral Interest Holder.
<S> <C> <C>
1 Total amount distributed to the Collateral Interest Holder: 354,820.83
2 Amount distributed in respect of Collateral Monthly Interest: 354,820.83
3 Amount distributed in respect of Collateral Additional Interest: 0.00
4 The amount distributed to the Collateral Interest Holder in respect 0.00
of principal on the Collateral Invested Amount:
I. Amount of reductions in Collateral Invested Amount.
1 The amount of reductions in the Collateral Invested Amount. 0.00
2 The total amount reimbursed in respect of such reductions in the 0.00
Collateral Invested Amount
J. Finance Charge Shortfall Amount
1 Finance Charge Collections Allocated to Series 1998-2 (including YSA) 10,815,242.12
2 Full amount required to be paid pursuant to sections 4.5 and 4.7(excl. Spread Acct.) 8,254,032.91
3 Spread Account Requirement per Loan Agreement 7,560,000.00
4 Finance Charge Shortfall 4,998,790.79
5 Available for Other Excess Allocation Series 0.00
K. Application of Reallocated Investor Finance Charge Collections.
Available Due Paid Shortfall
1 Allocated Class A Available Funds 7,613,930.45
a Reserve Account Release 0.00
b PFA Investment Earnings 0.00
c Class A Available Funds 7,613,930.45
2 Class A Available Funds 7,613,930.45
a Class A Monthly Interest 2,424,400.00 2,424,400.00 0.00
b Class A Servicing Fee 879,999.44 879,999.44 0.00
c Class A Investor Default Amount 2,593,744.52 2,593,744.52 0.00
d Class A Excess 1,715,786.48
3 Class B Available Funds 1,629,496.48
a Class B Monthly Interest 540,516.67 540,516.67 0.00
b Class B Servicing Fee 188,333.21 188,333.21 0.00
c Class B Excess 900,646.60
4 Collateral Available Funds 966,161.63
a Collateral Servicing Fee 111,666.60 111,666.60 0.00
b Collateral Excess 854,495.03
5 Class D Available Funds 605,653.56
a Class D Servicing Fee 69,999.96 69,999.96 0.00
b Class D Excess 535,653.60
6 Total Excess Spread 4,006,581.72
</TABLE>
Page 4
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
L. Application of Excess Spread and Excess Finance Charge Collections
<S> <C> <C> <C> <C> <C>
Available Due Paid Shortfall
1 Available Excess Spread 4,006,581.72
2 Excess Fin Charge Coll 0.00
from Other Series
3 Available Funds 4,006,581.72
4 Class A Required Amount Shortfalls 0.00 0.00 0.00
5 Class B Defaults 555,100.63 555,100.63 0.00
6 Monthly Servicing Fee Shortfalls 0.00 0.00 0.00
7 Collateral Monthly Interest 354,820.83 354,820.83 0.00
8 Collateral Default Amount 329,130.46 329,130.46 0.00
9 Reserve Account Deposit 0.00 0.00 0.00
10 Class D Monthly Interest 0.00 0.00 0.00
11 Class D Default Amount 206,320.59 206,320.59 0.00
12 Other CIA Amounts Owed 3,509,131.27 2,561,209.21 947,922.06
13 Excess Fin Coll for Other Series 0.00 0.00 0.00
14 Excess Spread 0.00
15 Writedowns
a Class A 0.00
b Class B 0.00
c CIA 0.00
d Class D 0.00
M. Reallocated Principal Collections
1 Total Principal Collections Allocable 68,559,992.13
2 Principal Required to Fund the Required Amount 0.00
3 Shared Principal Collections from other Series 0.00
4 Other Amounts Treated as Principal Collections 3,684,296.20
5 Available Principal Collections 72,244,288.33
N. Application of Principal Collections during Revolving Period
1 Collateral Invested Amount 67,000,000.00
2 Required Collateral Invested Amount 67,000,000.00
3 Amount used to pay Excess CIA 0.00
4 Available Principal Collections 72,244,288.33
5 Class D 42,000,000.00
6 Required Class D 42,000,000.00
7 Amount used to pay Excess Class D 0.00
8 Available Principal Collections 72,244,288.33
</TABLE>
Page 5
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
O. Application of Principal Collections during the Accumulation Period
<S> <C> <C>
1 Available Principal Collections 72,244,288.33
a Controlled Deposit Amount 0.00
b Minimum of Avail Prin Coll and CDA 0.00
c Controlled Deposit Amount Shortfall 0.00
d Amount Deposited in PFA for Class A 0.00
e Draw from PFA to pay Class A Principal 0.00
f Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 72,244,288.33
a Remaining PFA Balance 0.00
b Beginning Class B Outstanding Amount 113,000,000.00
c Beginning Class B Adjusted Invested Amount 113,000,000.00
d Amount Deposited in PFA for Class B 0.00
e Draw from PFA to pay Class B Principal 0.00
f Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 72,244,288.33
a Remaining CIA Amount 67,000,000.00
b Principal Paid to CIA 0.00
c CIA at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 72,244,288.33
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Class A Principal Paid to Investors 0.00
Class B Principal Paid to Investors 0.00
CIA Principal Paid to Investors 0.00
Class D Principal Paid to Investors 0.00
Ending Class A Outstanding Amount 528,000,000.00
Ending Class B Outstanding Amount 113,000,000.00
Ending CIA Outstanding Amount 67,000,000.00
Ending Class D Outstanding Amount 42,000,000.00
5 Shared Principal Collections 72,244,288.33
</TABLE>
Page 6
<PAGE>
Series 1998-3
<TABLE>
P. Application of Principal Collections during Early Amortization Period
<S> <C> <C>
1 Principal Collections Available 0.00
a Remaining Class A Adjusted Invested Amount 528,000,000.00
b Principal Paid to Class A 0.00
c End of Period Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 0.00
a Remaining Class B Adjusted Invested Amount 113,000,000.00
b Principal Paid to Class B 0.00
c End of Period Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 0.00
a Remaining Collateral Invested Amount 67,000,000.00
b Principal Paid to CIA 0.00
c Collateral Invested Amount at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 0.00
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Q. Yield and Base Rate
1 Base Rate
a Current Monthly Period 7.31%
b Prior Monthly Period 7.21%
c Second Prior Monthly Period 7.12%
Three Month Average Base Rate 7.21%
2 Series Adjusted Portfolio Yield
a Current Monthly Period 11.41%
b Prior Monthly Period 11.82%
c Second Prior Monthly Period 10.59%
Three Month Average Series Adjusted Portfolio Yield 11.27%
3 Excess Spread
a Current Monthly Period 4.10%
b Prior Monthly Period 4.61%
c Second Prior Monthly Period 3.47%
Three Month Average Excess Spread 4.06%
</TABLE>
Page 7
<PAGE>
1998-3 Trustee
----------------------------------------------------------
Partners First Credit Card Master Trust
Series 1998-3
----------------------------------------------------------
The undersigned, a duly authorized representative of
Partners First Holdings LLC ("Holdings"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of June 26, 1998
(as amended and supplemented, the "Pooling and Servicing
Agreement"), among Holdings, Partners First Receivables Funding
LLC ("Funding"), as Transferor and The Bank of New York, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have been defined in
the Agreement or the Series 1998-3 Supplement dated as of June
26, 1998, among Holdings Funding and the Trustee (as amended and
supplemented, the "Supplement"), as applicable.
2. Holdings is the Servicer
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on 10/15/99
which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Class A Available Funds, Class
B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts
(ii) to apply the proceeds of such withdrawals in accordance
with the Supplement.
Page 1
<PAGE>
1998-3 Trustee
<TABLE>
<CAPTION>
With respect to the Class A Certificates
<S> <C>
A) (1) Interest at the Class A
Certificate Rate for the related
Interest Period on the Class A Invested
Amount ....................................................... $2,424,400.00
-------------
(2) Class A Monthly Interest
previously due but not paid......................... $0.00
-------------
(3) Class A Additional Interest
and any Class A Additional Interest due
but not paid ................................................ $0.00
-------------
B) (1) The Class A Servicing Fee for
the related Monthly Period , if
applicable..................................................... $879,999.44
-------------
(2) Accrued and unpaid Class A
Servicing Fees, if applicable......................... $0.00
-------------
C) Class A Investor Default Amount
for the related Monthly Period................ $2,593,744.52
-------------
With respect to the Class B Certificates
A) (1) Interest at the Class B
Certificate Rate for the related
Monthly Period on the Class B Invested
Amount ....................................................... $540,516.67
-------------
(2) Class B Monthly Interest
previously due but not paid....................... $0.00
-------------
(3) Class B Additional Interest
and any Class B Additional Interest
previously due but not paid........................ $0.00
-------------
B) (1) The Class B Servicing Fee for
the related Monthly Period, if
applicable.............................................. $188,333.21
-------------
(2) Accrued and unpaid Class B
Servicing Fees, if applicable....................... $0.00
-------------
</TABLE>
Page 2
<PAGE>
1998-3 Trustee
With respect to the Collateral Interest
<TABLE>
<CAPTION>
<S> <C>
A) (1) The Collateral Servicing Fee
for the related Monthly Period, if
applicable............................................. $111,666.60
-------------
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable.......................... $0.00
-------------
B) (1) The Class D Servicing Fee
for the related Monthly Period, if
applicable....................................................... $69,999.96
-------------
(2) Accrued and unpaid Class D
Servicing Fee, if applicable.......................... $0.00
-------------
The Servicer hereby instructs
the Trustee (i) to make withdrawals
from the Collection Account on
15-Oct-99 which date is a
Distribution Date under the
Supplement, in the aggregate amounts
(equal to the Available Principal
Collections) as set forth below in
respect of the following amounts and
(ii) to apply the proceeds of such
withdrawals.
C) (1) The excess, if any, of the
Collateral Invested Amount
over the Required Collateral
Invested Amount paid to the
Collateral Interest Holder
pursuant to the Loan
Agreement................................... $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
Page 3
<PAGE>
1998-3 Trustee
With respect to the Class D Certificates
A) (1) The excess, if any, of the
Class D Amount
over the Required Class D
Invested Amount paid to the
Class D Holder............................ $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
With Respect to Principal
A) (1) The Lesser of the Controlled
Deposit Amount and the sum of the
Class A Adjusted Invested Amount
and the Class B Adjusted Invested
Amount deposited in the Principal
Funding Account......................................... $0.00
-------------
(2) After the Class B Invested
Amount is paid in full, the amount
paid to the Collateral Interest
Holder (up to the Collateral
Invested Amount) pursuant to the
Loan Agreement......................................... $0.00
-------------
(3) Prior to the date the Class B
Invested Amount is paid in full,
excess of the Collateral Invested
Amount over the Required
Collateral Invested Amount paid to
the Collateral Interest Holder
pursuant to the Loan Agreement................ $0.00
-------------
(4) Prior to the date the Class B
Invested Amount is paid in full,
amount to be treated as Shared
Principal Collections $0.00
-------------
Page 4
<PAGE>
1998-3 Trustee
(1) An amount up to the Class A
Adjusted Invested Amount deposited
in the Principal Funding Account........ $0.00
-------------
(2) On and after the Distribution
Date on which the Class A Invested Amount
deposited in the Principal Funding
Account........................................................ $0.00
-------------
(3) On and after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount
up to the Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement.......................................... $0.00
-------------
The Servicer does hereby instruct the Trustee to apply on 10/15/99
Distribution Date under the Supplement, any Excess Spread
which is allocated to Series 1998-3 as follows:
A) Class A Required Amount applied in
the priority set forth.................................... $0.00
-------------
B) Aggregate amount of Class A
Investor Charge-Offs not
previously reimbursed allocated to
Available Principal Collections. $0.00
-------------
C) Class B Required Amount applied
first in the priority set forth
and any remaining amount up to the
Class B Investor Default Amount
allocated to Available Principal
Collections................................................... $555,100.63
-------------
D) The amount by which the "Class B
Invested Amount" has been reduced
pursuant to clauses (c), (d) and
(e) of the definition thereof
allocated to Available Principal
Collections................................................... $0.00
-------------
Page 5
<PAGE>
1998-3 Trustee
E) (1) Collateral Monthly Interest..................... $354,820.83
-------------
(2) Collateral Monthly Interest
previously due but not paid............................. $0.00
-------------
(3) Collateral Additional Interest and
any Collateral Additional Interest
previously due and not paid............................ $0.00
-------------
F) Monthly Servicing Fee for such
Distribution Date that has not
been paid to the Servicer and any
Monthly Servicing Fee previously
due but not paid to the Servicer. $0.00
-------------
G) Collateral Default Amount
allocated to Available Principal
Collections........................................................... $329,130.46
-------------
H) The amount by which the
"Collateral Invested Amount" has
been reduced pursuant to the
definition thereof and allocated to
Available Principal Collections....................... $0.00
-------------
I) The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account.......................................... $0.00
-------------
J) Paid to the Collateral Interest
Holder pursuant to the Loan
Agreement................................................... $0.00
-------------
K) Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of
the Transferor Certificates........................... $0.00
-------------
</TABLE>
Page 6
<PAGE>
1998-3 Trustee
The Servicer does hereby instruct the Trustee to apply on
10/15/99 which is a Distribution Date under the Pooling and
Servicing agreement, $0.0 of Reallocated Principal Collections to
fund any deficiencies in the Required Amount after applying
Class A Available Funds, Class B Available Funds, Excess Spread
and Excess Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
The Servicer does hereby instruct the Trustee to pay in accordance
with the Supplement from the Collection Account or the
Principal Funding Account, as applicable, on 10/15/99 which
date is a Payment Date under the Supplement, the following
amounts as set forth below:
<TABLE>
<CAPTION>
<S> <C>
A) Interest to be distributed to Class
A Certificate holders................................... $2,424,400.00
-------------
B) On the Expected Final Payment Date
or a Special Payment Date,
principal to be distributed to the
Class A Certificateholders............................ $0.00
-------------
C) Interest to be distributed to Class
B Certificateholders...................................... $540,516.67
-------------
D) On the Expected Final Payment Date
or a Special Payment Date, on or
after the date Class A Invested
Amount is paid in full, principal
to be distributed to the Class B
Certificateholders.................................. $0.00
-------------
E) Interest to be distributed to the Collateral
Interest Holder...................................... $354,820.83
-------------
F) On the Expected Final Payment Date
After the date Class A and Class B
Invested Amounts are paid in full, principal
to be distributed to the Collateral Interest
Holder..................................................... $0.00
-------------
Page 7
<PAGE>
1998-3 Trustee
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.
1. The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs........................................... $0.00
-------------
2. The aggregate amount by which the
Class B Invested Amount has been
reduced.................................................. $0.00
-------------
3. The aggregate amount by which the
Collateral Invested Amount has
been reduced......................................... $0.00
-------------
4. The aggregate amount by which the
Class D Invested Amount has
been reduced......................................... $0.00
-------------
</TABLE>
Page 8
<PAGE>
Trust Inputs Attachment E
<TABLE>
<CAPTION>
Daily Collections Sheet
<S> <C> <C>
Portfolio Activity Reporting Date (Current Payment Date) 18-Jan-00
Monthly Settlement Period Start Date 1-Dec-99
Monthly Settlement Period End Date 31-Dec-99
Monthly Period December
Next Distribution Date 15-Feb-00
Beginning Month Principal Receivables 1,650,850,760.94
Beginning Month Finance Charge Receivables 50,487,178
Ending Finance Charge Receivables 52,464,313
Discount Percentage 0.00%
Monthly Trust Activity Sheet
Servicing Fee 2.00%
Beginning Special Funding Account Balance 0.00
Required Minimum Principal Balance 107.00%
Reallocation of Finance Charge Collections Monthly Trust Activity Row 90
30-59 Days Delinquent 33,162,711.71
60-89 Days Delinquent 21,473,622.00
90+ Days Delinquent 41,473,729.98
Total 30+ Days Delinquent 96,110,063.69
Collection Account Investment Proceeds 49,885.52
Aggregate Account Addition or Removal (Y/N) Y
Date of Account Addition or Removal 1-Dec-99
Principal Receivables Added 251,501,852.22
Finance Charge Receivables Added 726,614.66
Principal Receivables at the End of the Day of Addition or Removal 1,898,980,790.31
</TABLE>
Page 1
<PAGE>
Daily Collections
<TABLE>
<CAPTION>
Partners First Credit Card Master Trust 03/27/00
Monthly Settlement Period Start Date 01-Dec-99
Monthly Settlement Period End Date 31-Dec-99
Next Distribution Date 15-Feb-00 Portfolio Activity
Beginning Month Principal Receivables 1,650,850,760.94 Reporting Date 18-Jan-00
Beginning Month Adjusted Principal Receivables 1,650,850,760.94
Discount Percentage 0.00%
Beginning Month Trust Principal Receivables 1,650,850,760.94
Beginning
Principal Finance Charge Interchange Principal
Day Date Receivables Collections Collections Collections
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wednesday 12/01/99 1,650,850,760.94 945,386.97 5,735,831.72
Thursday 12/02/99 1,898,980,790.31 959,178.65 5,937,842.27
Friday 12/03/99 1,900,047,026.66 1,293,747.98 9,327,162.94
Saturday 12/04/99 1,897,261,210.01 0.00 0.00
Sunday 12/05/99 1,897,261,210.01 1,684,784.49 10,783,202.70
Monday 12/06/99 1,892,453,097.74 1,079,224.61 6,672,809.48
Tuesday 12/07/99 1,896,042,581.88 735,873.01 6,042,170.33
Wednesday 12/08/99 1,898,137,683.01 702,368.02 4,998,298.13
Thursday 12/09/99 1,900,652,684.61 959,416.08 5,845,519.27
Friday 12/10/99 1,901,746,417.66 921,176.02 7,141,378.92
Saturday 12/11/99 1,901,743,030.47 0.00 0.00
Sunday 12/12/99 1,901,743,030.47 1,234,005.98 9,976,870.88
Monday 12/13/99 1,898,707,855.40 784,108.26 4,857,615.62
Tuesday 12/14/99 1,905,567,570.65 605,802.05 4,983,208.74
Wednesday 12/15/99 1,910,016,367.17 619,460.04 4,327,550.11
Thursday 12/16/99 1,913,762,430.93 830,059.18 6,545,687.80
Friday 12/17/99 1,913,408,690.65 760,774.76 5,404,948.93
Saturday 12/18/99 1,912,078,726.61 0.00 0.00
Sunday 12/19/99 1,912,078,726.61 1,231,470.49 10,025,698.18
Monday 12/20/99 1,909,198,690.78 843,875.32 5,670,586.37
Tuesday 12/21/99 1,915,533,592.90 747,057.15 4,977,058.09
Wednesday 12/22/99 1,919,680,096.09 878,270.26 5,796,174.95
Thursday 12/23/99 1,922,936,502.44 869,409.32 7,203,117.99
Friday 12/24/99 1,924,157,126.50 0.00 0.00
Saturday 12/25/99 1,924,157,126.50 0.00 0.00
Sunday 12/26/99 1,924,157,126.50 1,622,138.00 12,003,267.77
Monday 12/27/99 1,927,885,733.86 236,557.07 2,768,641.12
Tuesday 12/28/99 1,930,542,028.21 1,328,922.86 10,584,031.07
Wednesday 12/29/99 1,925,154,805.36 956,385.39 5,188,642.60
Thursday 12/30/99 1,925,796,352.07 1,053,822.06 6,042,683.71
Friday 12/31/99 1,925,313,117.91 819,391.80 6,402,799.27
Monthly Totals 1,650,850,760.94 24,702,665.82 2,850,183.87 175,242,798.96
(1) Includes Fraud Charge-Offs equal to: 157,338.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal New Principal
Adjustment Principal Charge-off Recovery
Day Date Amount Receivables Amount(1) Collections
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wednesday 12/01/99 0.00 259,632,377.38 5,766,516.29
Thursday 12/02/99 0.00 7,004,078.62 0.00
Friday 12/03/99 0.00 6,541,346.29 0.00
Saturday 12/04/99 0.00 0.00 0.00
Sunday 12/05/99 0.00 5,975,090.43 0.00
Monday 12/06/99 0.00 10,262,054.22 (239.40)
Tuesday 12/07/99 0.00 8,137,271.46 0.00
Wednesday 12/08/99 0.00 7,509,924.11 (3,375.62)
Thursday 12/09/99 0.00 6,939,252.32 0.00
Friday 12/10/99 0.00 7,137,991.73 0.00
Saturday 12/11/99 0.00 0.00 0.00
Sunday 12/12/99 0.00 6,941,695.81 0.00
Monday 12/13/99 0.00 11,717,330.87 0.00
Tuesday 12/14/99 0.00 9,432,005.26 0.00
Wednesday 12/15/99 0.00 8,073,613.87 0.00
Thursday 12/16/99 0.00 7,770,729.39 1,578,781.87
Friday 12/17/99 0.00 7,828,151.70 3,753,166.81
Saturday 12/18/99 0.00 0.00 0.00
Sunday 12/19/99 0.00 7,145,662.35 0.00
Monday 12/20/99 0.00 12,079,304.04 73,815.55
Tuesday 12/21/99 0.00 9,305,700.69 182,139.41
Wednesday 12/22/99 0.00 9,052,581.30 0.00
Thursday 12/23/99 0.00 8,423,742.05 0.00
Friday 12/24/99 0.00 0.00 0.00
Saturday 12/25/99 0.00 0.00 0.00
Sunday 12/26/99 0.00 15,731,875.13 0.00
Monday 12/27/99 0.00 5,424,935.47 0.00
Tuesday 12/28/99 0.00 5,194,848.84 (1,959.38)
Wednesday 12/29/99 0.00 5,830,189.31 0.00
Thursday 12/30/99 0.00 5,552,563.92 (6,885.63)
Friday 12/31/99 0.00 5,453,353.05 0.00
Monthly Totals 0.00 460,097,669.61 11,341,959.90 892,312.85
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Ending Invested Amt +
Principal Req Transferor Special Funding SFA Earnings
Day Date Receivables Amount Account Balance
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Wednesday 12/01/99 1,898,980,790.31 1,605,000,000.00 0.00
Thursday 12/02/99 1,900,047,026.66 1,605,000,000.00 0.00
Friday 12/03/99 1,897,261,210.01 1,605,000,000.00 0.00
Saturday 12/04/99 1,897,261,210.01 1,605,000,000.00 0.00
Sunday 12/05/99 1,892,453,097.74 1,605,000,000.00 0.00
Monday 12/06/99 1,896,042,581.88 1,605,000,000.00 0.00
Tuesday 12/07/99 1,898,137,683.01 1,605,000,000.00 0.00
Wednesday 12/08/99 1,900,652,684.61 1,605,000,000.00 0.00
Thursday 12/09/99 1,901,746,417.66 1,605,000,000.00 0.00
Friday 12/10/99 1,901,743,030.47 1,605,000,000.00 0.00
Saturday 12/11/99 1,901,743,030.47 1,605,000,000.00 0.00
Sunday 12/12/99 1,898,707,855.40 1,605,000,000.00 0.00
Monday 12/13/99 1,905,567,570.65 1,605,000,000.00 0.00
Tuesday 12/14/99 1,910,016,367.17 1,605,000,000.00 0.00
Wednesday 12/15/99 1,913,762,430.93 1,605,000,000.00 0.00
Thursday 12/16/99 1,913,408,690.65 1,605,000,000.00 0.00
Friday 12/17/99 1,912,078,726.61 1,605,000,000.00 0.00
Saturday 12/18/99 1,912,078,726.61 1,605,000,000.00 0.00
Sunday 12/19/99 1,909,198,690.78 1,605,000,000.00 0.00
Monday 12/20/99 1,915,533,592.90 1,605,000,000.00 0.00
Tuesday 12/21/99 1,919,680,096.09 1,605,000,000.00 0.00
Wednesday 12/22/99 1,922,936,502.44 1,605,000,000.00 0.00
Thursday 12/23/99 1,924,157,126.50 1,605,000,000.00 0.00
Friday 12/24/99 1,924,157,126.50 1,605,000,000.00 0.00
Saturday 12/25/99 1,924,157,126.50 1,605,000,000.00 0.00
Sunday 12/26/99 1,927,885,733.86 1,605,000,000.00 0.00
Monday 12/27/99 1,930,542,028.21 1,605,000,000.00 0.00
Tuesday 12/28/99 1,925,154,805.36 1,605,000,000.00 0.00
Wednesday 12/29/99 1,925,796,352.07 1,605,000,000.00 0.00
Thursday 12/30/99 1,925,313,117.91 1,605,000,000.00 0.00
Friday 12/31/99 1,924,363,671.69 1,605,000,000.00 0.00
Monthly Totals 1,924,363,671.69 1,605,000,000.00 0.00 0.00
</TABLE>
Page 1
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
A. Trust Level Activity
<S> <C>
Number of Days in Collection Period 31
Beginning Principal Receivables Balance 1,650,850,760.94
Beginning Special Funding Account Balance 0.00
Beginning Principal Receivables + SFA Balance 1,650,850,760.94
Special Funding Account Earnings 0.00
Finance Charge Collections 24,702,665.82
Interchange Collections 2,850,183.87
Collection Account Investment Proceeds 49,885.52
Recoveries treated as Finance Charge Collections 0.00
Total Finance Charge Receivables Collections 27,602,735.21
Principal Receivables Collections 175,242,798.96
Recoveries treated as Principal Collections 892,312.85
Total Principal Receivables Collections 176,135,111.81
Monthly Payment Rate (Principal plus Interest divided by Avg. Principal Receivables) 10.66%
Defaulted Amount (Net of Recoveries) 10,291,868.12
Annualized Default Rate 7.48%
Trust Portfolio Yield 20.06%
New Principal Receivables 460,097,669.61
Aggregate Account Addition or Removal (Y/N)? Y
Date of Addition/Removal 1-Dec-99
Principal Receivables at the end of the day of Addition/Removal 1,898,980,790.31
SFA Balance at the end of the day of Addition/Removal 0.00
Principal Receivables + SFA Balance at the end of the day of Addition/Removal 1,898,980,790.31
Percentage of the Collection Period which is before the Addition/Removal Date 0.00%
Ending Principal Receivables Balance 1,924,363,671.69
Ending Special Funding Account (SFA) Balance 0.00
Ending Principal Receivables + SFA Balance 1,924,363,671.69
Required Minimum Principal Balance 1,605,000,000.00
Transferor Percentage 28.29%
</TABLE>
Page 2
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
B. Series Allocations
Total 1998-2 1998-3
Group 1 1
<S> <C> <C>
Class A Invested Amount 528,000,000.00 528,000,000.00
Class B Invested Amount 113,000,000.00 113,000,000.00
Collateral Invested Amount 67,000,000.00 67,000,000.00
Class D Invested Amount 42,000,000.00 42,000,000.00
Total Invested Amount 1,500,000,000.00 750,000,000.00 750,000,000.00
Required Transferor Amount 105,000,000.00 52,500,000.00 52,500,000.00
Invested Amount + Req Transf Amount 1,605,000,000.00 802,500,000.00 802,500,000.00
Series Allocation Percentage 100.00% 50.00% 50.00%
Series Allocable Finance Charge Collections 13,801,367.61 13,801,367.61
Series Allocable Principal Collections 88,067,555.91 88,067,555.91
Series Allocable Defaulted Amounts 5,145,934.06 5,145,934.06
Series Allocable Servicing Fee 1,250,000.00 1,250,000.00
In Revolving Period? Y Y
Available for Shared Principal Collections 147,258,187.82 73,629,093.91 73,629,093.91
Principal Shortfall 0.00 0.00 0.00
Allocation of Shared Principal Collections 0.00 0.00 0.00
FC Available for other Excess Allocation Series 2,302,544.30 1,151,272.17 1,151,272.14
Finance Charge Shortfall 0.00 0.00 0.00
Allocation of Excess Finance Charge Collections 0.00 0.00 0.00
B. Series Allocations
Amounts Due 1998-2 1998-3
Principal Allocation Percentage 78.99% 78.99%
Floating Allocation Percentage 78.99% 78.99%
Class A Certificate Rate 6.563% 6.593%
Class B Certificate Rate 6.773% 6.823%
CIA Certificate Rate 7.338% 7.438%
Class D Certificate Rate 0.000% 0.000%
Class A Interest 3,272,500.00 3,287,460.00
Class B Interest 722,776.25 728,112.36
Collateral Monthly Interest 464,300.69 470,628.47
Class D Interest 0.00 0.00
Investor Monthly Interest 4,459,576.94 4,486,200.83
Investor Default Amount (Net of Recoveries) 4,064,759.96 4,064,759.96
Interchange Collections 1,125,676.42 1,125,676.42
0.75% of Interchange 468,750.00 468,750.00
Servicer Interchange 468,750.00 468,750.00
Monthly Servicing Fee (Before Adjustments) 1,250,000.00 1,250,000.00
Interchange Adjustment 0.00 0.00
SFA Adjustment 0.00 0.00
Monthly Servicing Fee (After Adjustments) 1,250,000.00 1,250,000.00
C. Group 1 Allocations
Total 1998-2 1998-3
Adjusted Invested Amount for Series 1,500,000,000.00 750,000,000.00 750,000,000.00
Principal Collections 139,128,667.90 69,564,333.95 69,564,333.95
Finance Charge Collections 21,803,328.94 10,901,664.47 10,901,664.47
Investor Monthly Interest 8,945,777.78 4,459,576.94 4,486,200.83
Investor Default Amount 8,129,519.93 4,064,759.96 4,064,759.96
Monthly Servicing Fee 2,500,000.00 1,250,000.00 1,250,000.00
Total Amount Due 19,575,297.70 9,774,336.91 9,800,960.80
Excess Before Reallocation 2,228,031.23 1,127,327.56 1,100,703.67
Reallocation of Finance Charge Collections -13,311.94 13,311.94
Dollars of Excess Spread 2,228,031.23 1,114,015.62 1,114,015.62
Percentage Excess Spread 1.78% 1.78% 1.78%
Reallocated Finance Charge Collections 21,803,328.94 10,888,352.52 10,914,976.41
</TABLE>
Page 3
<PAGE>
Monthly Trust Activity
<TABLE>
<CAPTION>
C. Group 2 Allocations
Total
<S> <C>
Beginning Invested Amount After Giving 0.00
Effect to Decrease occurring in monthly period
Principal Collections 0.00
Finance Charge Collections 0.00
Investor Monthly Interest 0.00
Investor Default Amount 0.00
Monthly Servicing Fee 0.00
Total Amount Due 0.00
Excess Before Reallocation 0.00
Reallocation of Finance Charge Collections
Dollars of Excess Spread 0.00
Percentage Excess Spread n/a
Reallocated Finance Charge Collections 0.00
D. Trust Performance
30-59 Days Delinquent 33,162,711.71
60-89 Days Delinquent 21,473,622.00
90+ Days Delinquent 41,473,729.98
Total 30+ Days Delinquent 96,110,063.69
</TABLE>
Page 4
<PAGE>
1998-2 Inputs
<TABLE>
<CAPTION>
Series Sheet
Last Payment Date 15-Dec-99
Current Payment Date 18-Jan-00
<S> <C> <C> <C> <C>
Class A Class B CIA Class D
Fixed/Floating Floating Floating Floating Floating
Certificate Rate 6.56250% 6.77250% 7.33750% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Prior Controlled Deposit Amount Shortfall 0.00
Controlled Deposit Amount 53,416,666.67
Beginning Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
YSA Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Credit Amount Percentage 0.00%
Reserve Account Mechanics
Begin Funding Reserve Account (Y/N) N
Required Reserve Account Amount 0.00
Beginning Balance 0.00
Application of Principal Collections during Revolving Period
Required Collateral Invested Amount 67,000,000.00
Required Class D 42,000,000.00
Yield and Base Rate
Base Rate
Prior Monthly Period 7.32%
Second Prior Monthly Period 7.30%
Series Adjusted Portfolio Yield
Prior Monthly Period 11.08%
Second Prior Monthly Period 13.13%
CIA Applicable Excess Spread Percentage
Prior Monthly Period 3.76%
Second Prior Monthly Period 5.65%
Third Prior Monthly Period 4.10%
Fourth Prior Monthly Period 4.61%
Ending Spread Account Balance Prior Distribution 7,597,256.55
</TABLE>
Page 1
<PAGE>
1998-3 Inputs
<TABLE>
<CAPTION>
Series Sheet
Last Payment Date 15-Dec-99
Current Payment Date 18-Jan-00
<S> <C> <C> <C> <C>
Class A Class B CIA Class D
Fixed/Floating Floating Floating Floating Floating
Certificate Rate 6.59250% 6.82250% 7.43750% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Prior Controlled Deposit Amount Shortfall 0.00
Controlled Deposit Amount 53,416,666.67
Beginning Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
YSA Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Credit Amount Percentage 0.00%
Reserve Account Mechanics
Begin Funding Reserve Account (Y/N) N
Required Reserve Account Amount 0.00
Beginning Balance 0.00
Application of Principal Collections during Revolving Period
Required Collateral Invested Amount 67,000,000.00
Required Class D 42,000,000.00
Yield and Base Rate
Base Rate
Prior Monthly Period 7.36%
Second Prior Monthly Period 7.34%
Series Adjusted Portfolio Yield
Prior Monthly Period 11.12%
Second Prior Monthly Period 13.17%
CIA Applicable Excess Spread Percentage
Prior Monthly Period 3.76%
Second Prior Monthly Period 5.65%
Third Prior Monthly Period 4.10%
Fourth Prior Monthly Period 4.61%
Ending Spread Account Balance Prior Distribution 7,597,256.52
</TABLE>
Page 1
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
A. Investor/Transferor Allocations
B. Monthly Funding Requirements
Last Payment Date 15-Dec-99
Current Payment Date 18-Jan-00
Actual / 360 Days 34 34 34 34
30 / 360 Days 33 33 33 33
Fixed / Floating Floating Floating Floating Floating
Class A Class B Collateral Invested Class D Total
Amount
<S> <C> <C> <C> <C> <C>
Certificate Rate 6.56250% 6.77250% 7.33750% 0.000%
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Required Transferor Amount 52,500,000.00
Total Initial Amount 802,500,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Principal Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Floating Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Principal Collections 48,973,291.10 10,481,026.32 6,214,413.83 3,895,602.70 69,564,333.95
Realloc Finance Charge Collections 7,665,400.18 1,640,511.78 972,692.83 609,747.74 10,888,352.52
YSA Draw 0.00
YSA Investment Proceeds 0.00
Realloc Finance Charge plus YSA Draw 7,665,400.18 1,640,511.78 972,692.83 609,747.74 10,888,352.52
Monthly Interest 3,272,500.00 722,776.25 464,300.69 0.00 4,459,576.94
Investor Default Amount (Net) 2,861,591.01 612,423.83 363,118.56 227,626.56 4,064,759.96
Monthly Servicing Fee 880,000.00 188,333.33 111,666.67 70,000.00 1,250,000.00
Total Due 7,014,091.01 1,523,533.42 939,085.92 297,626.56 9,774,336.91
Reallocated Investor Fin Charge Coll + YSA Draw + PFA Inv Proceeds + Reserve Fund Releases 10,888,352.52
Series Adjusted Portfolio Yield 10.92%
Base Rate 8.30%
</TABLE>
Page 1
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
Series Parameters
<S> <C> <C>
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 12.00
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Controlled Deposit Amount 53,416,666.67
Ending Controlled Deposit Amount Shortfalll 0.00
Funding Accounts
Beginning Principal Funding Account Balance 0.00
Principal Funding Account Deposit 0.00
Ending Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Account Ending Balance 0.00
Reserve Account Beginning Balance 0.00
Required Reserve Account Amount 0.00
Funds Deposited into Reserve Account 0.00
Ending Reserve Account Balance 0.00
C. Certificate Balances and Distrubutions
Class A Class B CIA Class D Total
Beginning Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Interest Distributions 3,272,500.00 722,776.25 464,300.69 0.00 4,459,576.94
PFA Deposits 0.00 0.00
Principal Distributions 0.00 0.00 0.00 0.00 0.00
Total Distributions 3,272,500.00 722,776.25 464,300.69 0.00 4,459,576.94
Ending Certificate
Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Pool Factor 100.00% 100.00% 100.00% 100.00%
Total Distribution Per
$1,000 6.1979 6.3963 6.9299 0.0000
Interest Distribution
Per $1,000 6.1979 6.3963 6.9299 0.0000
Principal Distribution
Per $1,000 0.0000 0.0000 0.0000 0.0000
</TABLE>
Page 2
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
D. Information regarding distributions on the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal amount:
<S> <C> <C>
1 Total amount of the distribution: 3,272,500.00
2 Amount of the distribution in respect of Class A Monthly Interest: 3,272,500.00
3 Amount of the distribution in respect of Class A Outstanding Monthly Interest: 0.00
4 Amount of the distribution in respect of Class A Additional Interest: 0.00
5 Amount of the distribution in respect of Class A Principal: 0.00
E. Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs
on such Distribution Date.
1 Total amount of Class A Investor Charge-Offs: 0.00
2 Amount of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
3 Total amount reimbursed in respect of Class A Investor Charge-Offs: 0.00
4 Amount reimbursed in respect of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
5 The amount, if any, by which the outstanding principal 0.00
balance of the Class A Certificate exceeds the Class A Invested
Amount after giving effect to all transactions on such Distribution Date:
F. Information regarding distributions in respect of the Class B Certificates, per $1,000
original certificate principal amount.
1 The total amount of the distribution: 722,776.25
2 Amount of the distribution in respect of Class B monthly interest: 722,776.25
3 Amount of the distribution in respect of Class B outstanding monthly interest: 0.00
4 Amount of the distribution in respect of Class B additional interest: 0.00
5 Amount of the distribution in respect of Class B principal: 0.00
G. Amount of reductions in Class B Invested Amount on such Distribution Date.
1 The amount of reductions in Class B Invested Amount 0.00
2 The amount of reductions in the Class B Invested Amount set forth in 0.00
paragraph 1 above, per $1,000 original certificate principal amount:
3 The total amount reimbursed in respect of such reductions 0.00
in the Class B Invested Amount:
4 The total amount set forth in paragraph 3 above, per $1,000 0.00
original certificate principal amount:
5 The amount, if any, by which the outstanding principal balance 0.00
of the Class B Certificates exceeds the Class B Invested Amount
after giving effect to all transactions on such Distribution Date:
</TABLE>
Page 3
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
H. Information regarding distributions on the Distribution Date to the Collateral Interest Holder.
<S> <C> <C>
1 Total amount distributed to the Collateral Interest Holder: 464,300.69
2 Amount distributed in respect of Collateral Monthly Interest: 464,300.69
3 Amount distributed in respect of Collateral Additional Interest: 0.00
4 The amount distributed to the Collateral Interest Holder in respect 0.00
of principal on the Collateral Invested Amount:
I. Amount of reductions in Collateral Invested Amount.
1 The amount of reductions in the Collateral Invested Amount. 0.00
2 The total amount reimbursed in respect of such reductions in the 0.00
Collateral Invested Amount
J. Finance Charge Shortfall Amount
1 Finance Charge Collections Allocated to Series 1998-2 (including YSA) 10,888,352.52
2 Full amount required to be paid pursuant to sections 4.5 and 4.7(excl. Spread Acct.) 9,774,336.91
3 Spread Account Requirement per Loan Agreement -37,256.55
4 Finance Charge Shortfall 0.00
5 Available for Other Excess Allocation Series 1,151,272.17
K. Application of Reallocated Investor Finance Charge Collections.
Available Due Paid Shortfall
1 Allocated Class A Available Funds 7,665,400.18
a Reserve Account Release 0.00
b PFA Investment Earnings 0.00
c Class A Available Funds 7,665,400.18
2 Class A Available Funds 7,665,400.18
a Class A Monthly Interest 3,272,500.00 3,272,500.00 0.00
b Class A Servicing Fee 880,000.00 880,000.00 0.00
c Class A Investor Default Amount 2,861,591.01 2,861,591.01 0.00
d Class A Excess 651,309.16
3 Class B Available Funds 1,640,511.78
a Class B Monthly Interest 722,776.25 722,776.25 0.00
b Class B Servicing Fee 188,333.33 188,333.33 0.00
c Class B Excess 729,402.20
4 Collateral Available Funds 972,692.83
a Collateral Servicing Fee 111,666.67 111,666.67 0.00
b Collateral Excess 861,026.16
5 Class D Available Funds 609,747.74
a Class D Servicing Fee 70,000.00 70,000.00 0.00
b Class D Excess 539,747.74
6 Total Excess Spread 2,781,485.26
</TABLE>
Page 4
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
L. Application of Excess Spread and Excess Finance Charge Collections
<S> <C> <C> <C> <C> <C>
Available Due Paid Shortfall
1 Available Excess Spread 2,781,485.26
2 Excess Fin Charge Coll 0.00
from Other Series
3 Available Funds 2,781,485.26
4 Class A Required Amount Shortfalls 0.00 0.00 0.00
5 Class B Defaults 612,423.83 612,423.83 0.00
6 Monthly Servicing Fee Shortfalls 0.00 0.00 0.00
7 Collateral Monthly Interest 464,300.69 464,300.69 0.00
8 Collateral Default Amount 363,118.56 363,118.56 0.00
9 Reserve Account Deposit 0.00 0.00 0.00
10 Class D Monthly Interest 0.00 0.00 0.00
11 Class D Default Amount 227,626.56 227,626.56 0.00
12 Other CIA Amounts Owed -37,256.55 -37,256.55 0.00
13 Excess Fin Coll for Other Series 0.00 0.00 0.00
14 Excess Spread 1,151,272.17
15 Writedowns
a Class A 0.00
b Class B 0.00
c CIA 0.00
d Class D 0.00
M. Reallocated Principal Collections
1 Total Principal Collections Allocable 69,564,333.95
2 Principal Required to Fund the Required Amount 0.00
3 Shared Principal Collections from other Series 0.00
4 Other Amounts Treated as Principal Collections 4,064,759.96
5 Available Principal Collections 73,629,093.91
N. Application of Principal Collections during Revolving Period
1 Collateral Invested Amount 67,000,000.00
2 Required Collateral Invested Amount 67,000,000.00
3 Amount used to pay Excess CIA 0.00
4 Available Principal Collections 73,629,093.91
5 Class D 42,000,000.00
6 Required Class D 42,000,000.00
7 Amount used to pay Excess Class D 0.00
8 Available Principal Collections 73,629,093.91
</TABLE>
Page 5
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
O. Application of Principal Collections during the Accumulation Period
<S> <C> <C>
1 Available Principal Collections 73,629,093.91
a Controlled Deposit Amount 0.00
b Minimum of Avail Prin Coll and CDA 0.00
c Controlled Deposit Amount Shortfall 0.00
d Amount Deposited in PFA for Class A 0.00
e Draw from PFA to pay Class A Principal 0.00
f Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 73,629,093.91
a Remaining PFA Balance 0.00
b Beginning Class B Outstanding Amount 113,000,000.00
c Beginning Class B Adjusted Invested Amount 113,000,000.00
d Amount Deposited in PFA for Class B 0.00
e Draw from PFA to pay Class B Principal 0.00
f Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 73,629,093.91
a Remaining CIA Amount 67,000,000.00
b Principal Paid to CIA 0.00
c CIA at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 73,629,093.91
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Class A Principal Paid to Investors 0.00
Class B Principal Paid to Investors 0.00
CIA Principal Paid to Investors 0.00
Class D Principal Paid to Investors 0.00
Ending Class A Outstanding Amount 528,000,000.00
Ending Class B Outstanding Amount 113,000,000.00
Ending CIA Outstanding Amount 67,000,000.00
Ending Class D Outstanding Amount 42,000,000.00
5 Shared Principal Collections 73,629,093.91
</TABLE>
Page 6
<PAGE>
Series 1998-2
<TABLE>
<CAPTION>
P. Application of Principal Collections during Early Amortization Period
<S> <C> <C>
1 Principal Collections Available 0.00
a Remaining Class A Adjusted Invested Amount 528,000,000.00
b Principal Paid to Class A 0.00
c End of Period Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 0.00
a Remaining Class B Adjusted Invested Amount 113,000,000.00
b Principal Paid to Class B 0.00
c End of Period Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 0.00
a Remaining Collateral Invested Amount 67,000,000.00
b Principal Paid to CIA 0.00
c Collateral Invested Amount at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 0.00
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Q. Yield and Base Rate
1 Base Rate
a Current Monthly Period 8.30%
b Prior Monthly Period 7.32%
c Second Prior Monthly Period 7.30%
Three Month Average Base Rate 7.64%
2 Series Adjusted Portfolio Yield
a Current Monthly Period 10.92%
b Prior Monthly Period 11.08%
c Second Prior Monthly Period 13.13%
Three Month Average Series Adjusted Portfolio Yield 11.71%
3 Excess Spread
a Current Monthly Period 2.62%
b Prior Monthly Period 3.76%
c Second Prior Monthly Period 5.83%
Three Month Average Excess Spread 4.07%
</TABLE>
Page 7
<PAGE>
1998-2 Trustee
----------------------------------------------------------
Partners First Credit Card Master Trust
Series 1998-2
----------------------------------------------------------
The undersigned, a duly authorized representative of
Partners First Holdings LLC ("Holdings"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of June 26, 1998
(as amended and supplemented, the "Pooling and Servicing
Agreement"), among Holdings, Partners First Receivables Funding
LLC ("Funding"), as Transferor and The Bank of New York, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have been defined in
the Agreement or the Series 1998-2 Supplement dated as of June
26, 1998, among Holdings Funding and the Trustee (as amended and
supplemented, the "Supplement"), as applicable.
2. Holdings is the Servicer
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on 01/18/00
which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Class A Available Funds, Class
B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts
(ii) to apply the proceeds of such withdrawals in accordance
with the Supplement.
Page 1
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
With respect to the Class A Certificates
<S> <C>
A) (1) Interest at the Class A
Certificate Rate for the related
Interest Period on the Class A Invested
Amount ....................................................... $3,272,500.00
-------------
(2) Class A Monthly Interest
previously due but not paid......................... $0.00
-------------
(3) Class A Additional Interest
and any Class A Additional Interest due
but not paid ................................................ $0.00
-------------
B) (1) The Class A Servicing Fee for
the related Monthly Period , if
applicable..................................................... $880,000.00
-------------
(2) Accrued and unpaid Class A
Servicing Fees, if applicable......................... $0.00
-------------
C) Class A Investor Default Amount
for the related Monthly Period................ $2,861,591.01
-------------
With respect to the Class B Certificates
A) (1) Interest at the Class B
Certificate Rate for the related
Monthly Period on the Class B Invested
Amount ....................................................... $722,776.25
-------------
(2) Class B Monthly Interest
previously due but not paid....................... $0.00
-------------
(3) Class B Additional Interest
and any Class B Additional Interest
previously due but not paid........................ $0.00
-------------
B) (1) The Class B Servicing Fee for
the related Monthly Period, if
applicable.............................................. $188,333.33
-------------
(2) Accrued and unpaid Class B
Servicing Fees, if applicable....................... $0.00
-------------
</TABLE>
Page 2
<PAGE>
1998-2 Trustee
<TABLE>
<CAPTION>
With respect to the Collateral Interest
<S> <C>
A) (1) The Collateral Servicing Fee
for the related Monthly Period, if
applicable............................................. $111,666.67
-------------
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable.......................... $0.00
-------------
B) (1) The Class D Servicing Fee
for the related Monthly Period, if
applicable....................................................... $70,000.00
-------------
(2) Accrued and unpaid Class D
Servicing Fee, if applicable.......................... $0.00
-------------
The Servicer hereby instructs
the Trustee (i) to make withdrawals
from the Collection Account on
18-Jan-00 which date is a
Distribution Date under the
Supplement, in the aggregate amounts
(equal to the Available Principal
Collections) as set forth below in
respect of the following amounts and
(ii) to apply the proceeds of such
withdrawals.
C) (1) The excess, if any, of the
Collateral Invested Amount
over the Required Collateral
Invested Amount paid to the
Collateral Interest Holder
pursuant to the Loan
Agreement................................... $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
Page 3
<PAGE>
1998-2 Trustee
With respect to the Class D Certificates
A) (1) The excess, if any, of the
Class D Amount
over the Required Class D
Invested Amount paid to the
Class D Holder............................ $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
With Respect to Principal
A) (1) The Lesser of the Controlled
Deposit Amount and the sum of the
Class A Adjusted Invested Amount
and the Class B Adjusted Invested
Amount deposited in the Principal
Funding Account......................................... $0.00
-------------
(2) After the Class B Invested
Amount is paid in full, the amount
paid to the Collateral Interest
Holder (up to the Collateral
Invested Amount) pursuant to the
Loan Agreement......................................... $0.00
-------------
(3) Prior to the date the Class B
Invested Amount is paid in full,
excess of the Collateral Invested
Amount over the Required
Collateral Invested Amount paid to
the Collateral Interest Holder
pursuant to the Loan Agreement................ $0.00
-------------
(4) Prior to the date the Class B
Invested Amount is paid in full,
amount to be treated as Shared
Principal Collections $0.00
-------------
Page 4
<PAGE>
1998-2 Trustee
(1) An amount up to the Class A
Adjusted Invested Amount deposited
in the Principal Funding Account........ $0.00
-------------
(2) On and after the Distribution
Date on which the Class A Invested Amount
deposited in the Principal Funding
Account........................................................ $0.00
-------------
(3) On and after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount
up to the Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement.......................................... $0.00
-------------
The Servicer does hereby instruct the Trustee to apply on 01/18/00
Distribution Date under the Supplement, any Excess Spread
which is allocated to Series 1998-2 as follows:
A) Class A Required Amount applied in
the priority set forth.................................... $0.00
-------------
B) Aggregate amount of Class A
Investor Charge-Offs not
previously reimbursed allocated to
Available Principal Collections. $0.00
-------------
C) Class B Required Amount applied
first in the priority set forth
and any remaining amount up to the
Class B Investor Default Amount
allocated to Available Principal
Collections................................................... $612,423.83
-------------
D) The amount by which the "Class B
Invested Amount" has been reduced
pursuant to clauses (c), (d) and
(e) of the definition thereof
allocated to Available Principal
Collections................................................... $0.00
-------------
Page 5
<PAGE>
1998-2 Trustee
E) (1) Collateral Monthly Interest..................... $464,300.69
-------------
(2) Collateral Monthly Interest
previously due but not paid............................. $0.00
-------------
(3) Collateral Additional Interest and
any Collateral Additional Interest
previously due and not paid............................ $0.00
-------------
F) Monthly Servicing Fee for such
Distribution Date that has not
been paid to the Servicer and any
Monthly Servicing Fee previously
due but not paid to the Servicer. $0.00
-------------
G) Collateral Default Amount
allocated to Available Principal
Collections........................................................... $363,118.56
-------------
H) The amount by which the
"Collateral Invested Amount" has
been reduced pursuant to the
definition thereof and allocated to
Available Principal Collections....................... $0.00
-------------
I) The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account.......................................... $0.00
-------------
J) Paid to the Collateral Interest
Holder pursuant to the Loan
Agreement................................................... $0.00
-------------
K) Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of
the Transferor Certificates........................... $1,151,272.17
-------------
</TABLE>
Page 6
<PAGE>
1998-2 Trustee
The Servicer does hereby instruct the Trustee to apply on
01/18/00 which is a Distribution Date under the Pooling and
Servicing agreement, $0.0 of Reallocated Principal Collections to
fund any deficiencies in the Required Amount after applying
Class A Available Funds, Class B Available Funds, Excess Spread
and Excess Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
The Servicer does hereby instruct the Trustee to pay in accordance
with the Supplement from the Collection Account or the
Principal Funding Account, as applicable, on 01/18/00 which
date is a Payment Date under the Supplement, the following
amounts as set forth below:
<TABLE>
<CAPTION>
<S> <C>
A) Interest to be distributed to Class
A Certificate holders................................... $3,272,500.00
-------------
B) On the Expected Final Payment Date
or a Special Payment Date,
principal to be distributed to the
Class A Certificateholders............................ $0.00
-------------
C) Interest to be distributed to Class
B Certificateholders...................................... $722,776.25
-------------
D) On the Expected Final Payment Date
or a Special Payment Date, on or
after the date Class A Invested
Amount is paid in full, principal
to be distributed to the Class B
Certificateholders.................................. $0.00
-------------
E) Interest to be distributed to the Collateral
Interest Holder...................................... $464,300.69
-------------
F) On the Expected Final Payment Date
After the date Class A and Class B
Invested Amounts are paid in full, principal
to be distributed to the Collateral Interest
Holder..................................................... $0.00
-------------
Page 7
<PAGE>
1998-2 Trustee
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.
1. The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs........................................... $0.00
-------------
2. The aggregate amount by which the
Class B Invested Amount has been
reduced.................................................. $0.00
-------------
3. The aggregate amount by which the
Collateral Invested Amount has
been reduced......................................... $0.00
-------------
4. The aggregate amount by which the
Class D Invested Amount has
been reduced......................................... $0.00
-------------
</TABLE>
Page 8
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
A. Investor/Transferor Allocations
B. Monthly Funding Requirements
Last Payment Date 15-Dec-99
Current Payment Date 18-Jan-00
Actual / 360 Days 34 34 34 34
30 / 360 Days 33 33 33 33
Fixed / Floating Floating Floating Floating Floating
Class A Class B Collateral Invested Class D Total
Amount
Certificate Rate 6.593% 6.823% 7.438% 0.000%
<S> <C> <C> <C> <C> <C>
Initial Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Required Transferor Amount 52,500,000.00
Total Initial Amount 802,500,000.00
Beginning Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Outstanding Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Beginning Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Ending Adjusted Invested Amount 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Principal Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Floating Allocation Percentage 70.40% 15.07% 8.93% 5.60% 100.00%
Principal Collections 48,973,291.10 10,481,026.32 6,214,413.83 3,895,602.70 69,564,333.95
Realloc Finance Charge Collections 7,684,143.39 1,644,523.11 975,071.23 611,238.68 10,914,976.41
YSA Draw 0.00
YSA Investment Proceeds 0.00
Realloc Finance Charge plus YSA Draw 7,684,143.39 1,644,523.11 975,071.23 611,238.68 10,914,976.41
Monthly Interest 3,287,460.00 728,112.36 470,628.47 0.00 4,486,200.83
Investor Default Amount (Net) 2,861,591.01 612,423.83 363,118.56 227,626.56 4,064,759.96
Monthly Servicing Fee 880,000.00 188,333.33 111,666.67 70,000.00 1,250,000.00
Total Due 7,029,051.01 1,528,869.53 945,413.70 297,626.56 9,800,960.80
Reallocated Investor Fin Charge Coll + YSA Draw + PFA Inv Proceeds + Reserve Fund Releases 10,914,976.41
Series Adjusted Portfolio Yield 10.96%
Base Rate 8.33%
</TABLE>
Page 1
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
Series Parameters
<S> <C> <C>
Revolving Period (Y/N) Y
Accumulation Period (Y/N) N
Early Amortization (Y/N) N
Controlled Accumulation Period 2.00
Holdings is Servicer Y
Paydown Excess CIA (Y/N) Y
Paydown Excess Class D (Y/N) Y
Controlled Accumulation Amount 53,416,666.67
Controlled Deposit Amount 53,416,666.67
Ending Controlled Deposit Amount Shortfalll 0.00
Funding Accounts
Beginning Principal Funding Account Balance 0.00
Principal Funding Account Deposit 0.00
Ending Principal Funding Account Balance 0.00
Principal Funding Investment Proceeds 0.00
Yield Supplement Account Beginning Balance 0.00
Yield Supplement Account Release 0.00
Yield Supplement Account Ending Balance 0.00
Reserve Account Beginning Balance 0.00
Required Reserve Account Amount 0.00
Funds Deposited into Reserve Account 0.00
Ending Reserve Account Balance 0.00
C. Certificate Balances and Distrubutions
Class A Class B CIA Class D Total
Beginning Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Interest Distributions 3,287,460.00 728,112.36 470,628.47 0.00 4,486,200.83
PFA Deposits 0.00 0.00
Principal Distributions 0.00 0.00 0.00 0.00 0.00
Total Distributions 3,287,460.00 728,112.36 470,628.47 0.00 4,486,200.83
Ending Certificate
Balance 528,000,000.00 113,000,000.00 67,000,000.00 42,000,000.00 750,000,000.00
Pool Factor 100.00% 100.00% 100.00% 100.00%
Total Distribution Per
$1,000 6.2263 6.4435 7.0243 0.0000
Interest Distribution
Per $1,000 6.2263 6.4435 7.0243 0.0000
Principal Distribution
Per $1,000 0.0000 0.0000 0.0000 0.0000
</TABLE>
Page 2
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
D. Information regarding distributions on the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal amount:
<S> <C> <C>
1 Total amount of the distribution: 3,287,460.00
2 Amount of the distribution in respect of Class A Monthly Interest: 3,287,460.00
3 Amount of the distribution in respect of Class A Outstanding Monthly Interest: 0.00
4 Amount of the distribution in respect of Class A Additional Interest: 0.00
5 Amount of the distribution in respect of Class A Principal: 0.00
E. Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs
on such Distribution Date.
1 Total amount of Class A Investor Charge-Offs: 0.00
2 Amount of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
3 Total amount reimbursed in respect of Class A Investor Charge-Offs: 0.00
4 Amount reimbursed in respect of Class A Investor Charge-Offs 0.00
per $1,000 original certificate principal amount:
5 The amount, if any, by which the outstanding principal 0.00
balance of the Class A Certificate exceeds the Class A Invested
Amount after giving effect to all transactions on such Distribution Date:
F. Information regarding distributions in respect of the Class B Certificates, per $1,000
original certificate principal amount.
1 The total amount of the distribution: 728,112.36
2 Amount of the distribution in respect of Class B monthly interest: 728,112.36
3 Amount of the distribution in respect of Class B outstanding monthly interest: 0.00
4 Amount of the distribution in respect of Class B additional interest: 0.00
5 Amount of the distribution in respect of Class B principal: 0.00
G. Amount of reductions in Class B Invested Amount on such Distribution Date.
1 The amount of reductions in Class B Invested Amount 0.00
2 The amount of reductions in the Class B Invested Amount set forth in 0.00
paragraph 1 above, per $1,000 original certificate principal amount:
3 The total amount reimbursed in respect of such reductions 0.00
in the Class B Invested Amount:
4 The total amount set forth in paragraph 3 above, per $1,000 0.00
original certificate principal amount:
5 The amount, if any, by which the outstanding principal balance 0.00
of the Class B Certificates exceeds the Class B Invested Amount
after giving effect to all transactions on such Distribution Date:
Page 3
<PAGE>
Series 1998-3
H. Information regarding distributions on the Distribution Date to the Collateral Interest Holder.
1 Total amount distributed to the Collateral Interest Holder: 470,628.47
2 Amount distributed in respect of Collateral Monthly Interest: 470,628.47
3 Amount distributed in respect of Collateral Additional Interest: 0.00
4 The amount distributed to the Collateral Interest Holder in respect 0.00
of principal on the Collateral Invested Amount:
I. Amount of reductions in Collateral Invested Amount.
1 The amount of reductions in the Collateral Invested Amount. 0.00
2 The total amount reimbursed in respect of such reductions in the 0.00
Collateral Invested Amount
J. Finance Charge Shortfall Amount
1 Finance Charge Collections Allocated to Series 1998-2 (including YSA) 10,914,976.41
2 Full amount required to be paid pursuant to sections 4.5 and 4.7(excl. Spread Acct.) 9,800,960.80
3 Spread Account Requirement per Loan Agreement -37,256.52
4 Finance Charge Shortfall 0.00
5 Available for Other Excess Allocation Series 1,151,272.14
K. Application of Reallocated Investor Finance Charge Collections.
Available Due Paid Shortfall
1 Allocated Class A Available Funds 7,684,143.39
a Reserve Account Release 0.00
b PFA Investment Earnings 0.00
c Class A Available Funds 7,684,143.39
2 Class A Available Funds 7,684,143.39
a Class A Monthly Interest 3,287,460.00 3,287,460.00 0.00
b Class A Servicing Fee 880,000.00 880,000.00 0.00
c Class A Investor Default Amount 2,861,591.01 2,861,591.01 0.00
d Class A Excess 655,092.38
3 Class B Available Funds 1,644,523.11
a Class B Monthly Interest 728,112.36 728,112.36 0.00
b Class B Servicing Fee 188,333.33 188,333.33 0.00
c Class B Excess 728,077.42
4 Collateral Available Funds 975,071.23
a Collateral Servicing Fee 111,666.67 111,666.67 0.00
b Collateral Excess 863,404.56
5 Class D Available Funds 611,238.68
a Class D Servicing Fee 70,000.00 70,000.00 0.00
b Class D Excess 541,238.68
6 Total Excess Spread 2,787,813.04
</TABLE>
Page 4
<PAGE>
Series 1998-3
<TABLE>
<CAPTION>
L. Application of Excess Spread and Excess Finance Charge Collections
<S> <C> <C> <C> <C> <C>
Available Due Paid Shortfall
1 Available Excess Spread 2,787,813.04
2 Excess Fin Charge Coll 0.00
from Other Series
3 Available Funds 2,787,813.04
4 Class A Required Amount Shortfalls 0.00 0.00 0.00
5 Class B Defaults 612,423.83 612,423.83 0.00
6 Monthly Servicing Fee Shortfalls 0.00 0.00 0.00
7 Collateral Monthly Interest 470,628.47 470,628.47 0.00
8 Collateral Default Amount 363,118.56 363,118.56 0.00
9 Reserve Account Deposit 0.00 0.00 0.00
10 Class D Monthly Interest 0.00 0.00 0.00
11 Class D Default Amount 227,626.56 227,626.56 0.00
12 Other CIA Amounts Owed -37,256.52 -37,256.52 0.00
13 Excess Fin Coll for Other Series 0.00 0.00 0.00
14 Excess Spread 1,151,272.14
15 Writedowns
a Class A 0.00
b Class B 0.00
c CIA 0.00
d Class D 0.00
M. Reallocated Principal Collections
1 Total Principal Collections Allocable 69,564,333.95
2 Principal Required to Fund the Required Amount 0.00
3 Shared Principal Collections from other Series 0.00
4 Other Amounts Treated as Principal Collections 4,064,759.96
5 Available Principal Collections 73,629,093.91
N. Application of Principal Collections during Revolving Period
1 Collateral Invested Amount 67,000,000.00
2 Required Collateral Invested Amount 67,000,000.00
3 Amount used to pay Excess CIA 0.00
4 Available Principal Collections 73,629,093.91
5 Class D 42,000,000.00
6 Required Class D 42,000,000.00
7 Amount used to pay Excess Class D 0.00
8 Available Principal Collections 73,629,093.91
Page 4
<PAGE>
Series 1998-3
O. Application of Principal Collections during the Accumulation Period
1 Available Principal Collections 73,629,093.91
a Controlled Deposit Amount 0.00
b Minimum of Avail Prin Coll and CDA 0.00
c Controlled Deposit Amount Shortfall 0.00
d Amount Deposited in PFA for Class A 0.00
e Draw from PFA to pay Class A Principal 0.00
f Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 73,629,093.91
a Remaining PFA Balance 0.00
b Beginning Class B Outstanding Amount 113,000,000.00
c Beginning Class B Adjusted Invested Amount 113,000,000.00
d Amount Deposited in PFA for Class B 0.00
e Draw from PFA to pay Class B Principal 0.00
f Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 73,629,093.91
a Remaining CIA Amount 67,000,000.00
b Principal Paid to CIA 0.00
c CIA at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 73,629,093.91
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Class A Principal Paid to Investors 0.00
Class B Principal Paid to Investors 0.00
CIA Principal Paid to Investors 0.00
Class D Principal Paid to Investors 0.00
Ending Class A Outstanding Amount 528,000,000.00
Ending Class B Outstanding Amount 113,000,000.00
Ending CIA Outstanding Amount 67,000,000.00
Ending Class D Outstanding Amount 42,000,000.00
5 Shared Principal Collections 73,629,093.91
Page 5
<PAGE>
Series 1998-3
P. Application of Principal Collections during Early Amortization Period
1 Principal Collections Available 0.00
a Remaining Class A Adjusted Invested Amount 528,000,000.00
b Principal Paid to Class A 0.00
c End of Period Class A Adjusted Invested Amount 528,000,000.00
2 Remaining Principal Collections Available 0.00
a Remaining Class B Adjusted Invested Amount 113,000,000.00
b Principal Paid to Class B 0.00
c End of Period Class B Adjusted Invested Amount 113,000,000.00
3 Remaining Principal Collections Available 0.00
a Remaining Collateral Invested Amount 67,000,000.00
b Principal Paid to CIA 0.00
c Collateral Invested Amount at the end of the Period 67,000,000.00
4 Remaining Principal Collections Available 0.00
a Remaining Class D Amount 42,000,000.00
b Principal Paid to Class D 0.00
c Class D at the end of the Period 42,000,000.00
Q. Yield and Base Rate
1 Base Rate
a Current Monthly Period 8.33%
b Prior Monthly Period 7.36%
c Second Prior Monthly Period 7.34%
Three Month Average Base Rate 7.68%
2 Series Adjusted Portfolio Yield
a Current Monthly Period 10.96%
b Prior Monthly Period 11.12%
c Second Prior Monthly Period 13.17%
Three Month Average Series Adjusted Portfolio Yield 11.75%
3 Excess Spread
a Current Monthly Period 2.63%
b Prior Monthly Period 3.76%
c Second Prior Monthly Period 5.83%
Three Month Average Excess Spread 4.07%
</TABLE>
Page 7
<PAGE>
1998-3 Trustee
----------------------------------------------------------
Partners First Credit Card Master Trust
Series 1998-3
----------------------------------------------------------
The undersigned, a duly authorized representative of
Partners First Holdings LLC ("Holdings"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of June 26, 1998
(as amended and supplemented, the "Pooling and Servicing
Agreement"), among Holdings, Partners First Receivables Funding
LLC ("Funding"), as Transferor and The Bank of New York, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have been defined in
the Agreement or the Series 1998-3 Supplement dated as of June
26, 1998, among Holdings Funding and the Trustee (as amended and
supplemented, the "Supplement"), as applicable.
2. Holdings is the Servicer
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
The Servicer does hereby instruct the Trustee (i) to make
withdrawals from the Collection Account on 01/18/00
which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Class A Available Funds, Class
B Available Funds and Collateral Available Funds, respectively)
as set forth below in respect of the following amounts
(ii) to apply the proceeds of such withdrawals in accordance
with the Supplement.
Page 1
<PAGE>
1998-3 Trustee
<TABLE>
<CAPTION>
With respect to the Class A Certificates
<S> <C>
A) (1) Interest at the Class A
Certificate Rate for the related
Interest Period on the Class A Invested
Amount ....................................................... $3,287,460.00
-------------
(2) Class A Monthly Interest
previously due but not paid......................... $0.00
-------------
(3) Class A Additional Interest
and any Class A Additional Interest due
but not paid ................................................ $0.00
-------------
B) (1) The Class A Servicing Fee for
the related Monthly Period , if
applicable..................................................... $880,000.00
-------------
(2) Accrued and unpaid Class A
Servicing Fees, if applicable......................... $0.00
-------------
C) Class A Investor Default Amount
for the related Monthly Period................ $2,861,591.01
-------------
With respect to the Class B Certificates
A) (1) Interest at the Class B
Certificate Rate for the related
Monthly Period on the Class B Invested
Amount ....................................................... $728,112.36
-------------
(2) Class B Monthly Interest
previously due but not paid....................... $0.00
-------------
(3) Class B Additional Interest
and any Class B Additional Interest
previously due but not paid........................ $0.00
-------------
B) (1) The Class B Servicing Fee for
the related Monthly Period, if
applicable.............................................. $188,333.33
-------------
(2) Accrued and unpaid Class B
Servicing Fees, if applicable....................... $0.00
-------------
Page 2
<PAGE>
1998-3 Trustee
With respect to the Collateral Interest
A) (1) The Collateral Servicing Fee
for the related Monthly Period, if
applicable............................................. $111,666.67
-------------
(2) Accrued and unpaid Collateral
Servicing Fee, if applicable.......................... $0.00
-------------
B) (1) The Class D Servicing Fee
for the related Monthly Period, if
applicable....................................................... $70,000.00
-------------
(2) Accrued and unpaid Class D
Servicing Fee, if applicable.......................... $0.00
-------------
The Servicer hereby instructs
the Trustee (i) to make withdrawals
from the Collection Account on
18-Jan-00 which date is a
Distribution Date under the
Supplement, in the aggregate amounts
(equal to the Available Principal
Collections) as set forth below in
respect of the following amounts and
(ii) to apply the proceeds of such
withdrawals.
C) (1) The excess, if any, of the
Collateral Invested Amount
over the Required Collateral
Invested Amount paid to the
Collateral Interest Holder
pursuant to the Loan
Agreement................................... $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
Page 3
<PAGE>
1998-3 Trustee
With respect to the Class D Certificates
A) (1) The excess, if any, of the
Class D Amount
over the Required Class D
Invested Amount paid to the
Class D Holder............................ $0.00
-------------
(2) Amount to be treated as
Shared Principal
Collections.................................... $0.00
-------------
With Respect to Principal
A) (1) The Lesser of the Controlled
Deposit Amount and the sum of the
Class A Adjusted Invested Amount
and the Class B Adjusted Invested
Amount deposited in the Principal
Funding Account......................................... $0.00
-------------
(2) After the Class B Invested
Amount is paid in full, the amount
paid to the Collateral Interest
Holder (up to the Collateral
Invested Amount) pursuant to the
Loan Agreement......................................... $0.00
-------------
(3) Prior to the date the Class B
Invested Amount is paid in full,
excess of the Collateral Invested
Amount over the Required
Collateral Invested Amount paid to
the Collateral Interest Holder
pursuant to the Loan Agreement................ $0.00
-------------
(4) Prior to the date the Class B
Invested Amount is paid in full,
amount to be treated as Shared
Principal Collections $0.00
-------------
Page 4
<PAGE>
1998-3 Trustee
(1) An amount up to the Class A
Adjusted Invested Amount deposited
in the Principal Funding Account........ $0.00
-------------
(2) On and after the Distribution
Date on which the Class A Invested Amount
deposited in the Principal Funding
Account........................................................ $0.00
-------------
(3) On and after the Distribution
Date on which the Class B Invested
Amount is paid in full, an amount
up to the Collateral Invested
Amount paid to the Collateral
Interest Holder pursuant to the
Loan Agreement.......................................... $0.00
-------------
The Servicer does hereby instruct the Trustee to apply on 01/18/00
Distribution Date under the Supplement, any Excess Spread
which is allocated to Series 1998-3 as follows:
A) Class A Required Amount applied in
the priority set forth.................................... $0.00
-------------
B) Aggregate amount of Class A
Investor Charge-Offs not
previously reimbursed allocated to
Available Principal Collections. $0.00
-------------
C) Class B Required Amount applied
first in the priority set forth
and any remaining amount up to the
Class B Investor Default Amount
allocated to Available Principal
Collections................................................... $612,423.83
-------------
D) The amount by which the "Class B
Invested Amount" has been reduced
pursuant to clauses (c), (d) and
(e) of the definition thereof
allocated to Available Principal
Collections................................................... $0.00
-------------
Page 5
<PAGE>
1998-3 Trustee
E) (1) Collateral Monthly Interest..................... $470,628.47
-------------
(2) Collateral Monthly Interest
previously due but not paid............................. $0.00
-------------
(3) Collateral Additional Interest and
any Collateral Additional Interest
previously due and not paid............................ $0.00
-------------
F) Monthly Servicing Fee for such
Distribution Date that has not
been paid to the Servicer and any
Monthly Servicing Fee previously
due but not paid to the Servicer. $0.00
-------------
G) Collateral Default Amount
allocated to Available Principal
Collections........................................................... $363,118.56
-------------
H) The amount by which the
"Collateral Invested Amount" has
been reduced pursuant to the
definition thereof and allocated to
Available Principal Collections....................... $0.00
-------------
I) The excess of the Required Reserve
Account Amount over the Available
Reserve Amount deposited into the
Reserve Account.......................................... $0.00
-------------
J) Paid to the Collateral Interest
Holder pursuant to the Loan
Agreement................................................... $0.00
-------------
K) Treated as Excess Finance Charge
Collections and allocated to other
Series or paid to the Holders of
the Transferor Certificates........................... $1,151,272.14
-------------
</TABLE>
Page 6
<PAGE>
1998-3 Trustee
The Servicer does hereby instruct the Trustee to apply on
01/18/00 which is a Distribution Date under the Pooling and
Servicing agreement, $0.0 of Reallocated Principal Collections to
fund any deficiencies in the Required Amount after applying
Class A Available Funds, Class B Available Funds, Excess Spread
and Excess Finance Charge Collections thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
The Servicer does hereby instruct the Trustee to pay in accordance
with the Supplement from the Collection Account or the
Principal Funding Account, as applicable, on 01/18/00 which
date is a Payment Date under the Supplement, the following
amounts as set forth below:
<TABLE>
<CAPTION>
<S> <C>
A) Interest to be distributed to Class
A Certificate holders................................... $3,287,460.00
-------------
B) On the Expected Final Payment Date
or a Special Payment Date,
principal to be distributed to the
Class A Certificateholders............................ $0.00
-------------
C) Interest to be distributed to Class
B Certificateholders...................................... $728,112.36
-------------
D) On the Expected Final Payment Date
or a Special Payment Date, on or
after the date Class A Invested
Amount is paid in full, principal
to be distributed to the Class B
Certificateholders.................................. $0.00
-------------
E) Interest to be distributed to the Collateral
Interest Holder...................................... $470,628.47
-------------
F) On the Expected Final Payment Date
After the date Class A and Class B
Invested Amounts are paid in full, principal
to be distributed to the Collateral Interest
Holder..................................................... $0.00
-------------
Page 7
<PAGE>
1998-3 Trustee
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to
be made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly Periods
preceding the current calendar month.
1. The aggregate amount of all
unreimbursed Class A Investor
Charge-Offs........................................... $0.00
-------------
2. The aggregate amount by which the
Class B Invested Amount has been
reduced.................................................. $0.00
-------------
3. The aggregate amount by which the
Collateral Invested Amount has
been reduced......................................... $0.00
-------------
4. The aggregate amount by which the
Class D Invested Amount has
been reduced......................................... $0.00
-------------
</TABLE>
Page 8
