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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 24, 2000
KeyCorp Student Loan Trust 1999-B
(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-80109-01 36-4318790
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(Commission File Number) (I.R.S. Employer Identification No.)
c/o Key Bank USA, National Association,
Key Tower, 127 Public Square, Cleveland, Ohio 44114-1306
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(Address of Principal Executive Offices) (Zip Code)
(216) 689-6300
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Key Bank USA, National Association, as administrator on behalf of
KeyCorp Student Loan Trust 1999-B, is filing final forms of the exhibits listed
in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NO. DOCUMENT DESCRIPTION
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4.1 First Supplemental Indenture, dated as of March 6, 2000, to
the Indenture between KeyCorp Student Loan Trust 1999-B and
Bankers Trust Company, as indenture trustee, dated as of
September 1, 1999.
4.2 First Amendment, dated as of March 6, 2000, to the Trust
Agreement between Key Bank USA, National Association, as
depositor, and Bank One, National Association, as eligible
lender trustee, dated as of September 1, 1999.
99.1 First Amendment, dated as of March 6, 2000, to the Sale and
Servicing Agreement among KeyCorp Student Loan Trust 1999-B,
as issuer, Key Bank USA, National Association, as seller,
master servicer and administrator, and Bank One, National
Association, as eligible lender trustee, dated as of September
1, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KEYCORP STUDENT LOAN TRUST 1999-B
(Registrant)
BY: Key Bank USA, National
Association, as Administrator
Dated: March 31, 2000 By: /s/ Craig T. Platt
---------------------------------
Name: Craig T. Platt
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Title: Senior Vice President
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INDEX TO EXHIBITS
EXHIBIT
NO. DOCUMENT DESCRIPTION
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4.1 First Supplemental Indenture, dated as of March 6, 2000, to
the Indenture between KeyCorp Student Loan Trust 1999-B and
Bankers Trust Company, as indenture trustee, dated as of
September 1, 1999.
4.2 First Amendment, dated as of March 6, 2000, to the Trust
Agreement between Key Bank USA, National Association, as
depositor, and Bank One, National Association, as eligible
lender trustee, dated as of September 1, 1999.
99.1 First Amendment, dated as of March 6, 2000, to the Sale and
Servicing Agreement among KeyCorp Student Loan Trust 1999-B,
as issuer, Key Bank USA, National Association, as seller,
master servicer and administrator, and Bank One, National
Association, as eligible lender trustee, dated as of September
1, 1999.
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Exhibit 4.1
EXECUTION COPY
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FIRST SUPPLEMENTAL INDENTURE, dated as of March 6, 2000 (this
"Amendment"), to the Indenture, dated as of September 1, 1999 (the "Indenture")
between KEYCORP STUDENT LOAN TRUST 1999-B, as Issuer (the "Issuer"), and BANKERS
TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee
(the "Indenture Trustee"), concerning KeyCorp Student Loan Trust 1999-B,
Floating Rate Asset-Backed Notes, Class A-1, Class A-2, and Class M
(collectively, the "Notes"). Terms not otherwise defined in this Amendment shall
have the meanings ascribed to such terms in the Indenture.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, KeyBank National Association ("KBNA") owns 100% of
the Class M Notes; and
WHEREAS, KBNA desires to amend the Class M Notes to reduce the
applicable Note Rate and to create a new uncertificated strip that would be
entitled to receive the excess of interest payable at the original Class M Note
Rate over interest payable at the new reduced Class M Note Rate, on a pari passu
basis with the Class M Notes; and
WHEREAS, the parties to the Indenture desire to execute this
Amendment to provide for such changes in the quarterly cash flow; and
WHEREAS, Key Bank USA, National Association ("KBUSA"), in its
capacity as Cap Provider, has consented to the execution and delivery of this
Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 AMENDMENTS TO APPENDIX A. The provisions of Sections 1.1,
1.2 and 1.3 of the First Amendment, dated as of March 6, 2000, to the Sale and
Servicing Agreement, dated as of September 1, 1999, among the Issuer, KBUSA, as
Seller, Master Servicer and Administrator, and Bank One, National Association,
not in its individual capacity but solely as Eligible Lender Trustee, are hereby
incorporated in their entirety into this Amendment and Appendix A to the
Indenture is so modified to reflect such changes.
1.2 AMENDMENTS TO EXHIBIT A-1, A-2 AND A-3. Exhibits A-1, A-2
and A-3 to the Indenture are each hereby amended by the deletion of the
percentage "0.70%" in Sub-clause (z)(i) of the definition of "Note Interest
Rate" appearing on page 5 of each Form of Note, and in lieu therefor
substituting the percentage "0.51%."
1
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1.3 AMENDMENTS TO ARTICLE II. (a) Section 2.01 of the
Indenture is hereby supplemented by the addition of the following new paragraph
at the end of such Section 2.01:
"The Class M Strip is an uncertificated, non-voting interest
in the Trust entitled to payments of interest at the Class M Strip Rate as set
forth herein and in the Sale and Servicing Agreement. KBNA is the sole holder of
the Class M Strip and such interest is non-transferable by KBNA to any party,
except an Affiliate thereof in a transaction exempt from registration under the
Securities Act."
(b) The proviso in the first sentence of Section 2.07(a) of
the Indenture is hereby deleted in its entirety and the following is substituted
in lieu thereof:
"provided, however, that on any Distribution Date on which a Class M
Interest Subordination Event exists, the amount of interest due and payable on
the Class M Notes and the Class M Strip on such Distribution Date will be
reduced, on a pari passu basis, by the amount of such interest applied to the
Noteholders' Priority Principal Distribution Amount on such Distribution Date
and the amount so deferred will be payable, together with interest thereon, on
the first Distribution Date on which a Class M Interest Subordination Event no
longer exists. Any installment of interest due on the Class M Strip which is
punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to KBNA (or its permitted assignee) by wire
transfer in immediately available funds to the account designated by KBNA (or
its permitted assignee)."
(c) The second sentence of Section 2.07(d) of the Indenture is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"The Noteholders' Interest Index Carryover with respect to the
Class M Notes and the Class M Strip Interest Index Carryover with respect to the
Class M Strip for each Distribution Date (including all unpaid Noteholders'
Interest Index Carryover for such Class M Notes and all unpaid Class M Strip
Interest Index Carryover with respect to the Class M Strip for prior
Distribution Dates and interest accrued thereon at the applicable Note Interest
Rate or Class M Strip Rate, as applicable, for each applicable Interest Period)
shall be payable, on a pari passu basis, to the Class M Notes and the Class M
Strip, as applicable, on each Distribution Date solely to the extent of funds
required and available (including any Class M Cap Funds) to be distributed to
the holders of such Class of Notes and the Class M Strip, as applicable, by the
Indenture Trustee pursuant to Section 5.05(c)(xi) or 5.06(e) of the Sale and
Servicing Agreement. Any Class M Strip Interest Index Carryover payable on any
Distribution Date shall be paid to KBNA (or its permitted assignee) by wire
transfer in immediately available funds to the account designated by KBNA (or
its permitted assignee)."
1.4 AMENDMENT TO ARTICLE III. Section 3.01 of the Indenture is
hereby deleted in its entirety and the following is substituted in lieu thereof:
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"The Issuer will duly and punctually pay the principal of
(subject to the parenthetical in the following sentence), interest, if any, on
and any unpaid Noteholders' Interest Index Carryover and/or Class M Strip
Interest Index Carryover (but only to the extent provided in Sections 2.07(d)
and 8.02(c)) with respect to each Class of Notes and the Class M Strip, as
applicable, in accordance with the terms of such Notes and this Indenture.
Without limiting the foregoing, subject to Section 8.02(c), the Issuer will
cause to be distributed to the holders of the Class A-1 Notes, to the holders of
the Class A-2 Notes, to the holder of the Class M Strip and to the holders of
the Class M Notes that portion of the amounts on deposit in the Trust Accounts
on a Distribution Date (other than any Eligible Investments deposited therein
that will mature on the Business Day preceding a subsequent Distribution Date),
to which the holders of the Notes or the holder of the Class M Strip are
entitled to receive pursuant to the Sale and Servicing Agreement. Amounts
properly withheld under the Code by any Person from a payment to any holder of
the Notes or the holder of the Class M Strip of interest (including any
Noteholders' Interest Index Carryover or Class M Strip Interest Index Carryover,
as applicable) and/or principal shall be considered as having been paid by the
Issuer to such holder of the Notes and the holder of the Class M Strip for all
purposes of this Indenture."
1.5 AMENDMENTS TO ARTICLE V. (a) Clause FIFTH of Section
5.04(b) of the Indenture is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"FIFTH: pro rata, to the holders of the Class M Notes and the
holder of the Class M Strip for amounts due and unpaid on the Class M Notes and
the Class M Strip, respectively, for interest (other than any Noteholders'
Interest Index Carryover and Class M Strip Interest Index Carryover, as
applicable);"
(b) Clause SEVENTH of Section 5.04(b) of the Indenture is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"SEVENTH: sequentially, to the Issuer for distribution of (i)
interest due and unpaid on the Certificates and the Certificate Strip, to be
distributed pro rata, to the holders of the Certificates and the holder of the
Certificate Strip and (ii) principal due and unpaid to the holders of the
Certificates;"
(c) Clause NINTH of Section 5.04(b) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"NINTH: pro rata, to the holders of the Class M Notes and the
holder of the Class M Strip for any unpaid Noteholders' Interest Index Carryover
or Class M Strip Interest Index Carryover, as applicable, with respect to the
Class M Notes and the Class M Strip;"
(d) Clause TENTH of Section 5.04(b) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
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"TENTH: to the Issuer, for pro rata distribution to the
holders of the Certificates and the holder of the Certificate Strip for any
unpaid Certificateholders' Interest Index Carryover or Certificate Strip
Interest Index Carryover, as applicable, with respect to the Certificates and
the Certificate Strip;"
(e) Clause (v) of Section 5.04(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(v) to the holders of the Class M Notes and the holder of the
Class M Strip, pro rata, from the amount of Available Funds remaining after the
application of clauses (i) through (iv), the Noteholders' Interest Distribution
Amount for the Class M Notes and the Class M Strip Interest Distribution Amount
for the Class M Strip pursuant to Section 8.02(c) of this Indenture;"
(f) Clause (vi) of Section 5.04(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(vi) to the Issuer, for distribution to the holders of the
Certificates and the holder of the Certificate Strip, pro rata, from the amount
of Available Funds remaining after the application of clauses (i) through (v),
the amount of the Certificateholders' Interest Distribution Amount and the
Certificate Strip Interest Distribution Amount;
(g) Clause (xi) of Section 5.04(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(xi) to the holders of the Class M Notes and the holder of
the Class M Strip, pro rata, from (1) the amount of Available Funds remaining
after application of clauses (i) through (x), and (2) the Class M Cap Funds, if
any, the aggregate unpaid amount of Noteholders' Interest Index Carryover and
Class M Strip Interest Index Carryover, if any, with respect to the Class M
Notes and the Class M Strip, respectively;"
(h) Clause (xii) of Section 5.04(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(xii) to the Issuer, for distribution to the holders of the
Certificates and the holder of the Certificate Strip, pro rata, from (1) the
amount of Available Funds remaining after application of clauses (i) through
(xi), and (2) the Certificate Cap Funds, if any, the aggregate amount of
Certificateholders' Interest Index Carryover and Certificate Strip Interest
Index Carryover, if any, with respect to the Certificates and the Certificate
Strip, respectively;"
(i) Sub-clause (2) of the first sentence of the penultimate
paragraph of Section 5.04(c) of the Indenture is hereby deleted in its entirety
and the following is substituted in lieu thereof:
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"(2) on the second consecutive Distribution Date that the
outstanding principal balance of the Class A Notes (after giving effect to any
amounts to be distributed to the holders of the Class A Notes pursuant to
Section 5.04(c)(vii) above) is in excess of the Note Collateralization Amount,
the holders of the Class A Notes shall receive the Noteholders' Priority
Principal Distribution Amount in the order of priority specified in Section
8.02(c) of this Indenture prior to any payment to (i) the holders of the Class M
Notes of the Noteholders' Interest Distribution Amount for the Class M Notes or
(ii) the holder of the Class M Strip of the Class M Strip Interest Distribution
on such Distribution Date pursuant to Section 5.04(c)(v) above."
1.6 AMENDMENTS TO ARTICLE VIII. (a) The second sentence of
Section 8.02(b) of the Indenture is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"On or before each Distribution Date, the Noteholders'
Distribution Amount, the Class M Strip Interest Distribution Amount, the Class M
Strip Interest Index Carryover and any Noteholders' Interest Index Carryover, if
any, with respect to the preceding Collection Period will be distributed from
the Collection Account and any other Trust Account to the Indenture Trustee (or
any other Paying Agent) on behalf of the holders of the Notes and holder of the
Class M Strip, as provided in Sections 5.04(c), 5.05 and 5.06 of the Sale and
Servicing Agreement."
(b) The first sentence of Section 8.02(c) of the Indenture is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"On each Distribution Date and Redemption Date, the Indenture
Trustee (or any other Paying Agent) shall distribute all amounts received by it
on behalf of the holders of the Notes and the holder of the Class M Strip
pursuant to paragraph (b) above to the holders of the Notes and the holder of
the Class M Strip, as applicable, to the extent of amounts (i) due and unpaid on
the Notes for principal, interest and any Noteholders' Interest Index Carryover
and (ii) due and unpaid on the Class M Strip for interest and any Class M Strip
Interest Index Carryover, in the following amounts and in the following order of
priority (except as otherwise provided in Section 5.04(b) and 5.04(c)):"
(c) Clause (iii) of Section 8.02(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(iii) pro rata, (i) to the holders of the Class M Notes, the
Noteholders' Interest Distribution Amount for the Class M Notes in an amount
equal to the accrued and unpaid interest on the Class M Notes, and (ii) to the
holder of the Class M Strip, the Class M Strip Interest Distribution Amount, in
an amount equal to the accrued and unpaid interest on the Class M Strip;"
(d) Clause (vii) of Section 8.02(c) of the Indenture is hereby
deleted in its entirety and the following is substituted in lieu thereof:
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"(vii) pro rata, (i) to the holders of the Class M Notes the
aggregate amount of Noteholders' Interest Index Carryover, if any, with respect
to the Class M Notes, and (ii) to the holder of the Class M Strip, if the Class
M Notes are still outstanding, the aggregate amount of Class M Strip Interest
Index Carryover, if any, with respect to the Class M Strip."
ARTICLE 2 MISCELLANEOUS
2.1 EFFECTIVE DATE. The effective date of this Amendment shall
be February 25, 2000 (the "Effective Date"). The Indenture shall read to
incorporate the provisions of this Amendment on and after the Effective Date and
the Indenture shall be read without reference to this Amendment for all dates
and periods prior to the Effective Date.
2.2 LIMITED EFFECT. Except as expressly amended by this
Amendment, all of the provisions, covenants, terms and conditions of the
Indenture shall continue to be, and shall remain, in full force and effect in
accordance with its terms.
2.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
2.4 COUNTERPARTS. This Amendment may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
2.5 ISSUER ORDER. The Issuer hereby directs the Indenture
Trustee, not in its individual capacity but solely as Indenture Trustee, to (1)
execute and deliver this Amendment, (2) authenticate and deliver a new Class M
Note to replace the existing Class M Note (which old Class M Note the Indenture
Trustee is hereby instructed to cancel and destroy), containing the amendments
set forth in Paragraph 1.2 hereof, and (3) consent to such other amendments and
to take such other actions as are consistent with the transactions contemplated
hereby.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.
KEYCORP STUDENT LOAN TRUST 1999-B,
as Issuer
By: BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Eligible Lender Trustee
By:/s/Jeffrey L. Kinney
-------------------------------------
Name:Jeffrey L. Kinney
Title:Vice President
BANKERS TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee
By:/s/Franco B. Talavera
-------------------------------------
Name:Franco B. Talavera
Title:Assistant Vice President
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CONSENTED AND AGREED TO:
KEY BANK USA, NATIONAL ASSOCIATION,
as Cap Provider
By:/s/Darlene Dimitrijevs
---------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
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CONSENT BY INDIRECT BENEFICIAL OWNER
The undersigned, the indirect beneficial owner of 100% of the issued
and outstanding Class M Notes, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Indenture Trustee, and that such power has not been granted or assigned to
any other person.
Name of Indirect Beneficial Owner: KEYBANK NATIONAL ASSOCIATION
----------------------------------------
(Print Name of Authorized Signature): Craig T. Platt
Title:Senior Vice President
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Signature:/s/ Craig T. Platt
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Address:127 Public Square, Cleveland, Ohio 44114
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Phone: (216) 689-5608
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Fax: (216) 689-4579
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Date: March 6, 2000
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CONSENT BY DIRECT BENEFICIAL OWNER
The undersigned, the direct beneficial owner of 100% of the issued and
outstanding Class M Notes, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Indenture Trustee, and that such power has not been granted or assigned to
any other person.
Name of Indirect Beneficial Owner: CREDIT SUISSE FIRST BOSTON CORPORATION
---------------------------------------------
(Print Name of Authorized Signature): Joseph D. Fashano
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Title: Director
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Signature: /s/Joseph D. Fashano
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Address: 11 Madison Avenue, New York, NY 10010
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Phone: (212) 325-2107
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Fax: (212) 325-8278
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Date: March 6, 2000
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Exhibit 4.2
EXECUTION COPY
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FIRST AMENDMENT, dated as of March 6, 2000 (this "Amendment")
to the Amended and Restated Trust Agreement, dated as of September 1, 1999 (the
"Agreement") between KEY BANK USA, NATIONAL ASSOCIATION, as Depositor (the
"Depositor"), and BANK ONE, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Eligible Lender Trustee (the " Trustee"), concerning the creation
of KeyCorp Student Loan Trust 1999-B (the "Trust"), and the issuance by the
Trust of its Floating Rate Asset-Backed Notes, Class A-1, Class A-2, and Class M
(collectively, the "Notes") and Floating Rate Asset-Backed Certificates (the
"Certificates"). Terms not otherwise defined in this Amendment shall have the
meanings ascribed to such terms in the Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, KeyBank National Association ("KBNA") owns 99% of the
Certificates, and Key Bank USA, National Association ("KBUSA") owns 1% of the
Certificates; and
WHEREAS, KBNA and KBUSA desire to amend the Certificates to
reduce the Certificate Rate and to create a new uncertificated strip that would
be entitled to receive the excess of interest payable at the original
Certificate Rate over interest payable at the new reduced Certificate Rate, on a
pari passu basis with the Certificates; and
WHEREAS, the parties to the Agreement desire to execute this
Amendment to provide for such changes in the quarterly cash flow; and
WHEREAS, Key Bank USA, National Association, in its capacity
as Cap Provider, has consented to the execution and delivery of this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 AMENDMENTS TO DEFINITIONS.The provisions of Sections 1.1,
1.2 and 1.3 of the First Amendment, dated as of March 6, 2000, to the Sale and
Servicing Agreement, dated as of September 1, 1999, among the Issuer, KBUSA, as
Seller, Master Servicer and Administrator, and Bank One, National Association,
not in its individual capacity but solely as Eligible Lender Trustee, are hereby
incorporated in their entirety into this Amendment and the Agreement is so
modified to reflect such changes.
1.2 AMENDMENT TO ARTICLE II. Section 2.01 of the Agreement
is hereby supplemented by the addition of the following new paragraph at the end
of such Section 2.01:
1
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"The Certificate Strip is an uncertificated, non-voting
interest in the Trust entitled to payments of interest at the Certificate Strip
Rate as set forth herein and in the Sale and Servicing Agreement. KBNA is the
sole holder of the Certificate Strip and such interest is non-transferable by
KBNA to any party, except to an Affiliate thereof in a transaction exempt from
registration under the Securities Act."
1.3 AMENDMENTS TO ARTICLE V. Section 5.01(a) of the Agreement
is hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(a) On each Distribution Date, the Eligible Lender Trustee
will distribute, on a pari passu basis, to (i) holders of the Certificates, on a
pro rata basis, the Certificateholders' Distribution Amount and any
Certificateholders' Interest Index Carryover, if applicable, and (ii) to the
holder of the Certificate Strip, the Certificate Strip Interest Distribution
Amount and any Certificate Strip Interest Index Carryover, if applicable, each
in the amounts received from the Indenture Trustee pursuant to Sections 5.05 and
5.06 of the Sale and Servicing Agreement on such Distribution Date.
(b) Section 5.02 is hereby amended by the addition of the
following sentence at the end of such Section 5.02:
"Any distributions required to be made to the holder of the
Certificate Strip on any Distribution Date shall be paid to KBNA (or its
permitted assignee) by wire transfer in immediately available funds to the
account designated by KBNA (or its permitted assignee)."
ARTICLE 2 MISCELLANEOUS
2.1 EFFECTIVE DATE. The effective date of this Amendment shall
be February 25, 2000 (the "Effective Date"). The Agreement shall read to
incorporate the provisions of this Amendment on and after the Effective Date and
the Agreement shall be read without reference to this Amendment for all dates
and periods prior to the Effective Date.
2.2 LIMITED EFFECT. Except as expressly amended by this
Amendment, all of the provisions, covenants, terms and conditions of the
Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms.
2.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
2.4 COUNTERPARTS. This Amendment may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
2
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2.5 DEPOSITOR ORDER. The Depositor hereby directs the Trustee,
not in its individual capacity but solely as Eligible Lender Trustee on behalf
of the Trust, to (1) execute and deliver this Amendment, the First Amendment to
the Sale and Servicing Agreement and the First Supplemental Indenture, each
dated as of the date hereof, (2) direct the Indenture Trustee to execute and
deliver the First Supplemental Indenture and undertake all of the actions set
forth therein, (3) execute and deliver a new Class M Note to replace the
existing Class M Note (and to instruct the Indenture Trustee to cancel and
destroy such old Class M Note), which contains the amendments set forth in
Paragraph 1.2 of the First Supplemental Indenture, and (4) to take such other
actions as are consistent with the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.
KEY BANK USA, NATIONAL ASSOCIATION,
as Depositor
By:/s/Darlene Dimitrijevs
------------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Eligible Lender Trustee
By:/s/Jeffrey L. Kinney
--------------------------------------
Name:Jeffrey L. Kinney
Title:Vice President
4
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CONSENTED AND AGREED TO:
KEY BANK USA, NATIONAL ASSOCIATION,
as Cap Provider
By:/s/Darlene Dimitrijevs
------------------------------------
Name: Darlene Dimitrijevs
Title:Senior Vice President
5
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CONSENT BY INDIRECT BENEFICIAL OWNER
The undersigned, an indirect beneficial owner of 99% of the issued and
outstanding Certificates, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Eligible Lender Trustee, and that such power has not been granted or
assigned to any other person.
Name of Indirect Beneficial Owner: KEYBANK NATIONAL ASSOCIATION
----------------------------------------------
(Print Name of Authorized Signature):Craig T. Platt
Title: Senior Vice President
--------------------------------------------------------------------------
Signature: /s/Craig T. Platt
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Address: 127 Public Square, Cleveland, Ohio 44114
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Phone: (216) 689-5608
--------------------------------------------------------------------------
Fax: (216) 689-4579
----------------------------------------------------------------------------
Date: March 6, 2000
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CONSENT BY INDIRECT BENEFICIAL OWNER
The undersigned, an indirect beneficial owner of 1% of the issued and
outstanding Certificates, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Eligible Lender Trustee, and that such power has not been granted or
assigned to any other person.
Name of Indirect Beneficial Owner: KEY BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
(Print Name of Authorized Signature):Craig T. Platt
Title: Senior Vice President
--------------------------------------------------------------------------
Signature: /s/Craig T. Platt
----------------------------------------------------------------------
Address: 127 Public Square, Cleveland, Ohio 44114
------------------------------------------------------------------------
Phone: (216) 689-5608
--------------------------------------------------------------------------
Fax: (216) 689-4579
----------------------------------------------------------------------------
Date: March 6, 2000
---------------------------------------------------------------------------
6
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CONSENT BY DIRECT BENEFICIAL OWNER
The undersigned, the direct beneficial owner of 100% of the issued and
outstanding Certificates, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Eligible Lender Trustee, and that such power has not been granted or
assigned to any other person.
Name of Indirect Beneficial Owner: __CREDIT SUISSE FIRST BOSTON CORPORATION
----------------------------------------------
(Print Name of Authorized Signature): Joseph D. Fashano
Title: Director
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Signature: /s/Joseph D. Fashano
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Address: 11 Madison Avenue, New York, NY 10010
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Phone: (212) 325-2107
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Fax: (212) 325-8278
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Date: March 6, 2000
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7
<PAGE> 1
Exhibit 99.1
EXECUTION COPY
--------------
FIRST AMENDMENT, dated as of March 6, 2000 (this "Amendment"),
to the Sale and Servicing Agreement, dated as of September 1, 1999 (the
"Agreement") among KEYCORP STUDENT LOAN TRUST 1999-B, as Issuer (the "Issuer"),
KEY BANK USA, NATIONAL ASSOCIATION, as Seller (the "Seller"), KEY BANK USA,
NATIONAL ASSOCIATION, as Master Servicer (the "Master Servicer"), KEY BANK USA,
NATIONAL ASSOCIATION, as Administrator (the "Administrator") and BANK ONE,
NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible
Lender Trustee (the "Trustee"), concerning KeyCorp Student Loan Trust 1999-B,
Floating Rate Asset-Backed Notes, Class A-1, Class A-2, and Class M
(collectively, the "Notes") and Floating Rate Asset-Backed Certificates (the
"Certificates"). Terms not otherwise defined in this Amendment shall have the
meanings ascribed to such terms in the Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, KeyBank National Association ("KBNA") owns 100% of
the Class M Notes and 99% of the Certificates, and Key Bank USA, National
Association ("KBUSA") owns 1% of the Certificates; and
WHEREAS, KBNA desires to amend the Class M Notes to reduce the
applicable Note Rate and to create a new uncertificated strip that would be
entitled to receive the excess of interest payable at the original Class M Note
Rate over interest payable at the new reduced Class M Note Rate, on a pari passu
basis with the Class M Notes; and
WHEREAS, KBNA and KBUSA desire to amend the Certificates to
reduce the Certificate Rate to create a new uncertificated strip that would be
entitled to receive the excess of interest payable at the original Certificate
Rate over interest payable at the new reduced Certificate Rate, on a pari passu
basis with the Certificates; and
WHEREAS, the parties to the Agreement desire to execute this
Amendment to provide for such changes in the quarterly cash flow; and
WHEREAS, Key Bank USA, National Association, in its capacity
as Cap Provider, has consented to the execution and delivery of this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, it is hereby agreed as follows:
ARTICLE 1. AMENDMENTS
1.1 AMENDMENTS TO APPENDIX A. (a) The proviso at the end of
the definition of "AVAILABLE FUNDS" is hereby deleted and in lieu thereof is
substituted the following: "provided, however, that Available Funds will exclude
all payments and proceeds (including Liquidation Proceeds) of any Financed
Student Loans, the Purchase Amount of which has been included in
1
<PAGE> 2
Available Funds for a prior Distribution Date; provided, further, that if on any
Distribution Date there would not be sufficient funds, after application of
Available Funds and amounts available from the Reserve Account and the
Pre-Funding Account (1) to pay any of the items specified in clauses (i) through
(iii) of Section 5.05(c) of the Sale and Servicing Agreement for such
Distribution Date and (2) if the principal balance of the Class M Notes (after
giving effect to any distributions thereon on such Distribution Date) is less
than or equal to the Note Collateralization Amount, to pay the Noteholders'
Interest Distribution Amount with respect to the Class M Notes and the Class M
Strip Interest Distribution Amount for such Distribution Date, and (3) if the
principal balance of the Notes (after giving effect to any distributions thereon
on such Distribution Date) is less than or equal to the Note Collateralization
Amount, to pay the Certificateholders' Interest Distribution Amount and the
Certificate Strip Interest Distribution Amount for such Distribution Date, then
Available Funds for such Distribution Date will include, in addition to the
Available Funds amounts on deposit in the Collection Account on the
Determination Date relating to such Distribution Date which would have
constituted Available Funds for the Distribution Date succeeding such
Distribution Date up to the amount necessary to pay, (A) in the case of clause
(1) above such items, (B) in the case of clause (2) above, such Noteholders'
Interest Distribution Amount, with respect to the Class M Notes, and such Class
M Strip Interest Distribution Amount, with respect to the Class M Strip and (C)
in the case of clause (3) above such Certificateholders' Interest Distribution
Amount, with respect to the Certificates, and such Certificate Strip Interest
Distribution Amount, with respect to the Certificate Strip, and the Available
Funds for such succeeding Distribution Date will be adjusted accordingly."
(b) The definition of "FORMULA RATE" is hereby amended by (i)
deletion of the word "and" before the number "(4)" therein and insertion of a
comma in lieu thereof, and (ii) the deletion of the period after the words
"Certificate Margin" and addition of the following at the end of such
definition:", (5) with respect to the Class M Strip, the Class M Strip Rate and
(6) with respect to the Certificate Strip, the Certificate Strip Rate."
(c) The definition of "INDENTURE" is hereby amended by the
addition of the following at the end of such definition: "as amended,
supplemented or otherwise modified, from time to time."
(d) The definition of "LIBOR INDEXED SECURITIES" is hereby
amended by (i) deletion of the word "and" after the words "Class M Notes" and
insertion of a comma after such phrase, and (ii) the deletion of the period
after the word "Certificate" and by the addition of the following after such
word: " the Class M Strip and the Certificate Strip."
(e) The definition of "SALE AND SERVICING AGREEMENT" is hereby
amended by the addition of the following at the end of such definition: "as
amended, supplemented or otherwise modified, from time to time."
(f) The definition of "TRUST AGREEMENT" is hereby amended by
the addition of the following at the end of such definition: "as amended,
supplemented or otherwise modified, from time to time."
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<PAGE> 3
1.2 DELETIONS AND SUBSTITUTIONS IN APPENDIX A. The following
definitions contained in Appendix A to the Agreement are hereby deleted in their
entirety, and in the lieu thereof are substituted the following:
"APPLICABLE NOTE MARGIN" means with respect to the Class A-1 Notes,
0.28%, with respect to the Class A-2 Notes, 0.43% and with respect to the Class
M Notes, 0.51%.
"CERTIFICATE CAP PAYMENT" means, with respect to any Distribution Date
prior to the termination of the Cap Agreement, an amount equal to (x) the
positive difference, if any, between (1) the amount, if any, by which the amount
of interest calculated at the Student Loan Rate for the related Interest Period
exceeds the amount of interest calculated at the Formula Rate for such Interest
Period for the Certificates and the Certificate Strip minus (2) the amount of
Available Funds, if any, remaining to pay the Certificateholders' Interest Index
Carryover and Certificate Strip Interest Index Carryover on such Distribution
Date pursuant to Section 5.05(c)(xii) of the Sale and Servicing Agreement plus
(y) interest calculated at the Formula Rate for the Certificates and the
Certificate Strip due but unpaid by the Cap Provider under clause (x).
"CERTIFICATE MARGIN" means 0.72%.
"CERTIFICATE RATE" means, with respect to any Interest Period, the
interest rate per annum equal to the lesser of (i) the Formula Rate for the
Certificates and (ii) the product of (x) the Formula Rate for the Certificates,
and (y) a fraction, the numerator of which is the Student Loan Rate for such
Interest Period, and the denominator of which is the sum of (A) the Formula Rate
for the Certificates and (B) the Formula Rate for the Certificate Strip. The
interest rate per annum for amounts relating to the Certificate Strip will be
computed on the basis of the actual number of days elapsed in the related
Interest Period divided by 360.
"CERTIFICATEHOLDERS' INTEREST INDEX CARRYOVER" means, with respect to
any Distribution Date as to which the Certificate Rate for such Distribution
Date is based on the rate pursuant to sub-clause (ii) of the definition of
Certificate Rate, an amount equal to the excess, if any, of (a) the amount of
interest on the Certificates that would have accrued in respect of the related
Interest Period had interest been calculated pursuant to clause (i) of the
definition of Certificate Rate, over (b) the amount of interest on the
Certificates actually accrued in respect of such Interest Period pursuant to
clause (ii) of the definition of Certificate Rate, together with the unpaid
portion of any such excess from prior Distribution Dates (and interest accrued
thereon, to the extent permitted by law, calculated based on Three-Month LIBOR,
plus the Certificate Margin); PROVIDED, HOWEVER, that, on the Final Maturity
Date, the Certificateholders' Interest Index Carryover will be equal to the
lesser of (i) the Certificateholders' Interest Index Carryover on such date
determined as described above and (ii) the amount of funds, if any, required and
available to be distributed to the holders of the Certificates on such date
pursuant to Section 5.05(c)(xii) of the Sale and Servicing Agreement.
"CLASS M CAP PAYMENT" means, with respect to any Distribution Date
prior to the termination of the Cap Agreement, an amount equal (x) the positive
difference, if any, between (1) the amount, if any, by which the amount of
interest calculated at the Student Loan Rate for
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<PAGE> 4
the related Interest Period exceeds the amount of interest calculated at the
Formula Rate for such Interest Period for the Class M Notes and the Class M
Strip minus (2) the amount of Available Funds, if any, remaining to pay the
Noteholders' Interest Index Carryover with respect to the Class M Notes and
Class M Strip Interest Index Carryover on such Distribution Date pursuant to
Section 5.05(c)(xi)(1) of the Sale and Servicing Agreement plus (y) interest
calculated at the Formula Rate for the Class M Certificates and the Class M
Strip due but unpaid by the Cap Provider under clause (x).
"NOTE INTEREST RATE" means, (1) with respect to any Interest Period and
the Class A-1 Notes or the Class A-2 Notes, the interest rate per annum equal to
the lesser of (i) the Formula Rate for such Class of Notes, and (ii) the Student
Loan Rate for such Interest Period; and (2) with respect to any Interest Period
and the Class M Notes, the interest rate per annum equal to the lesser of (i)
the Formula Rate for the Class M Notes and (ii) the product of (x) the Formula
Rate for the Class M Notes, and (y) a fraction, the numerator of which is the
Student Loan Rate for such Interest Period, and the denominator of which is the
sum of (A) the Formula Rate for the Class M Notes and (B) the Formula Rate for
the Class M Strip. The interest rate per annum for amounts relating to each
Class of Notes will be computed on the basis of the actual number of days
elapsed in the related Interest Period divided by 360.
"NOTEHOLDERS' INTEREST INDEX CARRYOVER" means, (1) with respect to any
Distribution Date and the Class A-1 Notes or the Class A-2 Notes in any instance
where the Note Interest Rate for such Class of Notes for such Distribution Date
is based on the Student Loan Rate, an amount equal to the excess, if any, of (a)
the amount of interest on such Class of Notes that would have accrued in respect
of the related Interest Period had interest been calculated based on the Formula
Rate for such Class of Notes, over (b) the amount of interest on such Class of
Notes actually accrued in respect of such Interest Period based on the Student
Loan Rate, together with the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon, to the extent permitted by
law, at the applicable rate calculated based on Three-Month LIBOR plus the
Applicable Note Margin), and (2) with respect to any Distribution Date and the
Class M Notes in any instance where the Note Interest Rate for the Class M Notes
for such Distribution Date is based on the rate pursuant to sub-clause (2)(ii)
of the definition of Note Interest Rate, an amount equal to the excess, if any,
of (a) the amount of interest on the Class M Notes that would have accrued in
respect of the related Interest Period had interest been calculated pursuant to
sub-clause (2)(i) of the definition of Note Interest Rate, over (b) the amount
of interest on the Class M Notes actually accrued in respect of such Interest
Period pursuant to sub-clause (2)(ii) of the definition of Note Interest Rate,
together with the unpaid portion of any such excess from prior Distribution
Dates (and interest accrued thereon, to the extent permitted by law, calculated
based on Three-Month LIBOR, plus the Applicable Note Margin); PROVIDED, HOWEVER,
that on the Final Maturity Date for each Class of Notes, the Noteholders'
Interest Index Carryover for such Class of Notes will be equal to the lesser of
(i) the Noteholders' Interest Index Carryover for such Class of Notes on such
date determined as described above and (ii) the amount of funds, if any,
required and available to be distributed to the holders for such Class of Notes
on such date pursuant to the Sale and Servicing Agreement.
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<PAGE> 5
1.3 ADDITIONS TO APPENDIX A. The following new definitions are
hereby added to Appendix A to the Agreement:
"CERTIFICATE STRIP" means the uncertificated, non-voting, entitlement
to the quarterly Certificate Strip Interest Distribution Amount initially owned
by KBNA, such entitlement being non-transferable by KBNA, except to an Affiliate
thereof in a transaction exempt from registration under the Securities Act. The
Certificate Strip does not have a principal balance, is not entitled to payments
in respect of principal, and bears interest on a notional principal amount that
equals the outstanding Certificate Balance.
"CERTIFICATE STRIP MARGIN" means 0.18%.
"CERTIFICATE STRIP INTEREST CARRYOVER SHORTFALL" means, with respect to
any Distribution Date, the excess of (i) the Certificate Strip Interest
Distribution Amount on the preceding Distribution Date over (ii) the amount of
interest actually distributed to the holder of the Certificate Strip on such
preceding Distribution Date, plus interest on the amount of such excess interest
due to the holder of the Certificate Strip, to the extent permitted by law, at
the Certificate Strip Rate from such preceding Distribution Date to the current
Distribution Date.
"CERTIFICATE STRIP INTEREST DISTRIBUTION AMOUNT" means, with respect to
any Distribution Date, the sum of (i) the amount of interest accrued at the
Certificate Strip Rate for the related Interest Period on the outstanding
Certificate Balance on the immediately preceding Distribution Date, after giving
effect to all distributions of principal to holders of the Certificates on such
Distribution Date and (ii) the Certificate Strip Interest Carryover Shortfall
for such Distribution Date; PROVIDED, HOWEVER, that the Certificate Strip
Interest Distribution Amount will not include any Certificate Strip Interest
Index Carryover.
"CERTIFICATE STRIP INTEREST INDEX CARRYOVER" means, with respect to any
Distribution Date as to which the Certificate Strip Rate for such Distribution
Date is based on the rate pursuant to clause (ii) of the definition of
Certificate Strip Rate, an amount equal to the excess, if any, of (a) the amount
of interest on the Certificate Strip that would have accrued in respect of the
related Interest Period had interest been calculated pursuant to clause (i) of
the definition of Certificate Strip Rate, over (b) the amount of interest on the
Certificate Strip actually accrued in respect of such Interest Period pursuant
to clause (ii) of the definition of Certificate Strip Rate, together with the
unpaid portion of any such excess from prior Distribution Dates (and interest
accrued thereon, to the extent permitted by law, calculated based on the
Certificate Strip Margin); PROVIDED, HOWEVER, that, on the Final Maturity Date,
the Certificate Strip Interest Index Carryover will be equal to the lesser of
(i) the Certificate Strip Interest Index Carryover on such date determined as
described above and (ii) the amount of funds, if any, required and available to
be distributed to the holder of the Certificate Strip on such date pursuant to
Sections 5.05(c)(xii) of the Sale and Servicing Agreement.
"CERTIFICATE STRIP RATE" means, with respect to any Interest Period,
the interest rate per annum equal to the lesser of (i) the Certificate Strip
Margin, and (ii) the product of (x) the Certificate Strip Margin, and (y) a
fraction, the numerator of which is the Student Loan Rate for
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<PAGE> 6
such Interest Period, and the denominator of which is the sum of (A) the Formula
Rate for the Certificates for such Interest Period and (B) the Certificate Strip
Margin. The interest rate per annum for amounts relating to the Certificate
Strip will be computed on the basis of the actual number of days elapsed in the
related Interest Period divided by 360.
"CLASS M STRIP" means the uncertificated, non-voting, entitlement to
the quarterly Class M Strip Interest Distribution Amount initially owned by
KBNA, such entitlement being non-transferable by KBNA, except to an Affiliate
thereof in a transaction exempt from registration under the Securities Act. The
Class M Strip does not have a principal balance, is not entitled to payments in
respect of principal, and bears interest on a notional principal amount that
equals the outstanding principal balance of the Class M Notes.
"CLASS M STRIP MARGIN" means 0.19%.
"CLASS M STRIP INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of (i) the Class M Strip Interest Distribution
Amount on the preceding Distribution Date over (ii) the amount of interest
actually distributed to the holder of the Class M Strip on such preceding
Distribution Date, plus interest on the amount of such excess interest due to
the holder of the Class M Strip, to the extent permitted by law, at the Class M
Strip Rate from such preceding Distribution Date to the current Distribution
Date.
"CLASS M STRIP INTEREST DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, the sum of (i) the amount of interest accrued at the Class M
Strip Rate for the related Interest Period on the outstanding principal balance
of the Class M Notes on the immediately preceding Distribution Date, after
giving effect to all distributions of principal to holders of the Class M Notes
on such Distribution Date and (ii) the Class M Strip Interest Carryover
Shortfall for such Distribution Date; PROVIDED, HOWEVER, that the Class M Strip
Interest Distribution Amount will not include any Class M Strip Interest Index
Carryover.
"CLASS M STRIP INTEREST INDEX CARRYOVER" means, with respect to any
Distribution Date as to which the Class M Strip Rate for such Distribution Date
is based on the rate pursuant to clause (ii) of the definition of Class M Strip
Rate, an amount equal to the excess, if any, of (a) the amount of interest on
the Class M Strip that would have accrued in respect of the related Interest
Period had interest been calculated pursuant to clause (i) of the definition of
Class M Strip Rate, over (b) the amount of interest on the Class M Strip
actually accrued in respect of such Interest Period pursuant to clause (ii) of
the definition of Class M Strip Rate, together with the unpaid portion of any
such excess from prior Distribution Dates (and interest accrued thereon, to the
extent permitted by law, calculated based on the Class M Strip Margin);
PROVIDED, HOWEVER, that, on the Final Maturity Date, the Class M Strip Interest
Index Carryover will be equal to the lesser of (i) the Class M Strip Interest
Index Carryover on such date determined as described above and (ii) the amount
of funds, if any, required and available to be distributed to the holder of the
Class M Strip on such date pursuant to Sections 5.05(c)(xi) of the Sale and
Servicing Agreement.
"CLASS M STRIP RATE" means, with respect to any Interest Period, the
interest rate per annum equal to the lesser of (i) the Class M Strip Margin, and
(ii) the product of (x) the Class M
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<PAGE> 7
Strip Margin, and (y) a fraction the numerator of which is the Student Loan Rate
for such Interest Period, and the denominator of which is the sum of (A) the
Formula Rate for the Class M Notes for such Interest Period and (B) the Class M
Strip Margin. The interest rate per annum for amounts relating to the Class M
Strip will be computed on the basis of the actual number of days elapsed in the
related Interest Period divided by 360.
"KBNA" means KeyBank National Association, and its successors and
assigns.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
1.4 AMENDMENT TO ARTICLE IV. The first sentence of Section
4.04 of the Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"Prior to each Determination Date, the Administrator shall determine
each Note Interest Rate, the Class M Strip Rate, the Certificate Strip Rate and
the Certificate Rate that will be applicable to the Distribution Date following
such Determination Date, in compliance with its obligation to prepare and
deliver an Administrator's Certificate on such Determination Date pursuant to
Section 4.08."
1.5 AMENDMENTS TO ARTICLE V. (a) Clause (v) of Section 5.05(c)
of the Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"(v) from the amount of Available Funds remaining after the
application of clauses (i) through (iv) above, pro rata, (i) to the holders of
the Class M Notes, the Noteholders' Interest Distribution Amount for the Class M
Notes, and (ii) to the holder of the Class M Strip, the Class M Strip Interest
Distribution Amount, each pursuant to Section 8.02(c)(iii) of the Indenture;"
(b) Clause (vi) of Section 5.05(c) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(vi) from the amount of Available Funds remaining after the
application of clauses (i) through (v) above, to the Eligible Lender Trustee on
behalf of the holders of the Certificates and the holder of the Certificate
Strip, to be distributed pro rata, (i) the Certificateholders' Interest
Distribution Amount and (ii) the Certificate Strip Interest Distribution
Amount;"
(c) Clause (xi) of Section 5.05(c) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(xi) from (1) the amount of Available Funds remaining after
application of clauses (i) through (x) above, and (2) the Class M Cap Funds, pro
rata, (i) to the holders of the Class M Notes, if any, the aggregate amount of
Noteholders' Interest Index Carryover, if any, with respect to the Class M
7
<PAGE> 8
Notes, and (ii) to the holder of the Class M Strip, if the Class M Notes are
still outstanding, the aggregate amount of Class M Strip Interest Index
Carryover, if any, with respect to the Class M Strip;"
(d) Clause (xii) of Section 5.05(c) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(xii) from (1) the amount of Available Funds remaining after
the application of clauses (i) through (xi) above, and (2) the Certificate Cap
Funds, to the Eligible Lender Trustee on behalf of the holders of the
Certificates and the holder of the Certificate Strip, to be distributed pro
rata, the aggregate unpaid amount of the Certificateholders' Interest Index
Carryover, if any, and Certificate Strip Interest Index Carryover, if any;"
(e) Sub-clause (2) of the first sentence of the penultimate
paragraph of Section 5.05(c) of the Agreement is hereby deleted in its entirety
and the following is substituted in lieu thereof:
"(2) on the second consecutive Distribution Date that the
outstanding principal balance of the Class A Notes (after giving effect to any
amounts to be distributed to the holders of the Class A Notes pursuant to
Section 5.05(c)(vii) above) is in excess of the Note Collateralization Amount,
the holders of the Class A Notes shall receive the Noteholders' Priority
Principal Distribution Amount in the order of priority specified in Section
8.02(c)(iii) of the Indenture prior to any payment to (i) the holders of the
Class M Notes of the Noteholders' Interest Distribution Amount for the Class M
Notes or (ii) the holder of the Class M Strip of the Class M Strip Interest
Distribution on such Distribution Date pursuant to Section 5.05(c)(v) above."
(f) The first sentence of the last paragraph of Section
5.05(c) of the Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"Notwithstanding the foregoing, following the occurrence and
during the continuation of an Event of Default specified in Section 5.01(i),
5.01(ii), 5.01(iv), and 5.01(v) of the Indenture and the acceleration of the
Notes pursuant to Section 5.02 of the Indenture, no amounts will be distributed
to the Certificateholders or the holder of the Certificate Strip until the
Noteholders and the holder of the Class M Strip have received (i) all accrued
and unpaid interest on the Notes (other than any Noteholders' Interest Index
Carryover) and the Class M Strip (other than any Class M Strip Interest Index
Carryover) and (ii) the outstanding principal balance of the Notes has been
reduced to zero as provided in Section 5.04(b) of the Indenture."
(g) Clause (vi) of Section 5.06(b) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(vi) In the event that (A) the Noteholders' Interest
Distribution Amount with respect to the Class M Notes and/or the Class M Strip
Interest Distribution Amount for a Distribution Date exceeds the amount
distributed to holders of Class M Notes and/or the holder of the Class M Strip,
as applicable, pursuant to Section 5.05(c)(v) on such Distribution Date and
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<PAGE> 9
(B) the Note Collateralization Amount is equal to or greater than the
outstanding principal balance of the Class A Notes (after giving effect to
distributions on the Notes on such Distribution Date) for the second consecutive
Distribution Date, the Administrator shall instruct the Indenture Trustee in
writing on such Distribution Date to withdraw from the Reserve Account on such
Distribution Date an amount equal to the excess described in clause (A) above,
to the extent of funds available therein after giving effect to paragraphs
(b)(i), (b)(ii) and (b)(v) above, and to distribute such amount to the holders
of Class M Notes and/or the holder of the Class M Strip, as applicable, entitled
thereto, in the same order and priority as is set forth in Section 5.05(c)(v);
PROVIDED, HOWEVER, that amounts on deposit in the Reserve Account will not be
available to cover any unpaid Noteholders' Interest Index Carryover with respect
to the Class M Notes or Class M Interest Index Carryover with respect to the
Class M Strip."
(h) Clause (vii) of Section 5.06(b) of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:
(vii) In the event that (A) the Certificateholders' Interest
Distribution Amount and/or the Certificate Strip Interest Distribution Amount
for a Distribution Date exceeds the amount distributed to holders of
Certificates and/or the holder of the Certificate Strip, as applicable, pursuant
to Section 5.05(c)(vi) on such Distribution Date and (B) the Note
Collateralization Amount is equal to or greater than the outstanding principal
balance of the Notes (after giving effect to distributions on the Notes and the
Class M Strip on such Distribution Date) for the second consecutive Distribution
Date, the Administrator shall instruct the Indenture Trustee on such
Distribution Date to withdraw from the Reserve Account on such Distribution Date
an amount equal to the excess described in clause (A) above, to the extent of
funds available therein after giving effect to paragraphs (b)(i), (b)(ii),
(b)(v) and (b)(vi) above, and to distribute such amount to the holders of
Certificates and/or the holder of the Certificate Strip, as applicable, entitled
thereto, in the same order and priority as is set forth in Section 5.05(c)(vi);
PROVIDED, HOWEVER, that amounts on deposit in the Reserve Account will not be
available to cover any unpaid Certificateholders' Interest Index Carryover with
respect to the Certificates or Certificate Strip Interest Index Carryover with
respect to the Certificate Strip."
(i) Section 5.07 of the Agreement is hereby amended by (i)
deletion of the word "and" at the end of Clause (x), (ii) deletion of the period
at the end of Clause (xi) and insertion of the following in lieu thereof: ";
and" and (iii) the addition of the following new Clause (xii):
"(xii) (a) the amount of all distributions to the Class M
Strip, specifying whether such amounts are on account of the Class M Strip
Interest Distribution Amount for the current Distribution Date, and, if
applicable, reduction of any outstanding Class M Strip Interest Index Carryover
and/or the Class M Interest Carryover Shortfall from prior periods, together
with any remaining outstanding amounts, if any, and (b) the amount of all
distributions to the Certificate Strip, specifying whether such amounts are on
account of the Certificate Strip Interest Distribution Amount for the current
Distribution Date, and, if applicable, reduction of any outstanding Certificate
Strip Interest Index Carryover and/or the Certificate Interest Carryover
Shortfall from prior periods, together with any remaining outstanding amounts,
if any."
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ARTICLE 2 MISCELLANEOUS
2.1 EFFECTIVE DATE. The effective date of this Amendment shall
be February 25, 2000 (the "Effective Date"). The Agreement shall read to
incorporate the provisions of this Amendment on and after the Effective Date and
the Agreement shall be read without reference to this Amendment for all dates
and periods prior to the Effective Date.
2.2 LIMITED EFFECT. Except as expressly amended by this
Amendment, all of the provisions , covenants, terms and conditions of the
Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms.
2.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
2.4 COUNTERPARTS. This Amendment may be executed by one or
more of the parties on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.
KEY BANK USA, NATIONAL ASSOCIATION,
as Seller
By: /s/Darlene Dimitrijevs
-------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
KEY BANK USA, NATIONAL ASSOCIATION,
as Master Servicer
By:/s/Darlene Dimitrijevs
-------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
KEY BANK USA, NATIONAL ASSOCIATION,
as Administrator
By:/s/Darlene Dimitrijevs
-------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
11
<PAGE> 12
KEYCORP STUDENT LOAN TRUST 1999-B,
as Issuer
By: BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Eligible Lender Trustee
By:/s/Jeffrey L. Kinney
-------------------------------------
Name:Jeffrey L. Kinney
Title:Vice President
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Eligible Lender Trustee
By:/s/Jeffrey L. Kinney
-------------------------------------
Name:Jeffrey L. Kinney
Title:Vice President
12
<PAGE> 13
CONSENTED AND AGREED TO:
KEY BANK USA, NATIONAL ASSOCIATION,
as Cap Provider
By:/s/Darlene Dimitrijevs
-------------------------------------
Name:Darlene Dimitrijevs
Title:Senior Vice President
BANKERS TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee
By:/s/Franco B. Talavera
--------------------------------------
Name:Franco B. Talavera
Title:Assistant Vice President
13
<PAGE> 14
CONSENT BY INDIRECT BENEFICIAL OWNER
The undersigned, an indirect beneficial owner of 100% of the issued and
outstanding Class M Notes and 99% of the issued and outstanding Certificates,
hereby consents to the foregoing Amendment and represents and warrants that it
is duly authorized to deliver this consent to the Indenture Trustee and the
Eligible Lender Trustee, and that such power has not been granted or assigned to
any other person.
Name of Indirect Beneficial Owner: KEYBANK NATIONAL ASSOCIATION
----------------------------------------------
(Print Name of Authorized Signature):Craig T. Platt
Title: Senior Vice President
--------------------------------------------------------------------------
Signature: /s/Craig T. Platt
----------------------------------------------------------------------
Address: 127 Public Square, Cleveland, Ohio 44114
------------------------------------------------------------------------
Phone: (216) 689-5608
--------------------------------------------------------------------------
Fax: (216) 689-4579
----------------------------------------------------------------------------
Date: March 6, 2000
---------------------------------------------------------------------------
CONSENT BY INDIRECT BENEFICIAL OWNER
The undersigned, an indirect beneficial owner of 1% of the issued and
outstanding Certificates, hereby consents to the foregoing Amendment and
represents and warrants that it is duly authorized to deliver this consent to
the Eligible Lender Trustee, and that such power has not been granted or
assigned to any other person.
Name of Indirect Beneficial Owner: KEY BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
(Print Name of Authorized Signature): Craig T. Platt
Title: Senior Vice President
--------------------------------------------------------------------------
Signature: /s/Craig T. Platt
----------------------------------------------------------------------
Address: 127 Public Square, Cleveland, Ohio 44114
------------------------------------------------------------------------
Phone: (216) 689-5608
--------------------------------------------------------------------------
Fax: (216) 689-4579
----------------------------------------------------------------------------
Date: March 6, 2000
---------------------------------------------------------------------------
14
<PAGE> 15
CONSENT BY DIRECT BENEFICIAL OWNER
The undersigned, the direct beneficial owner of 100% of the issued and
outstanding Class M Notes and 100% of the issued and outstanding Certificates,
hereby consents to the foregoing Amendment and represents and warrants that it
is duly authorized to deliver this consent to the Indenture Trustee and the
Eligible Lender Trustee, and that such power has not been granted or assigned to
any other person.
Name of Indirect Beneficial Owner: CREDIT SUISSE FIRST BOSTON CORPORATION
----------------------------------------------
(Print Name of Authorized Signature): Joseph D. Fashano
Title: Director
--------------------------------------------------------------------------
Signature: /s/Joseph D. Fashano
----------------------------------------------------------------------
Address: 11 Madison Avenue, New York, NY 10010
------------------------------------------------------------------------
Phone: (212) 325-2107
--------------------------------------------------------------------------
Fax: (212) 325-8278
----------------------------------------------------------------------------
Date: March 6, 2000
---------------------------------------------------------------------------
15
