<PAGE>
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 report): April 27, 1998
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and
BANK OF AMERICA, FSB
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER)
United States
(STATE OF OTHER JURISDICTION OF INCORPORATION)
333-3200-01
(COMMISSION FILE NUMBER)
94-1687665
91-0221850
(I.R.S. EMPLOYER IDENTIFICATION NUMBERS)
555 California Street
San Francisco, CA 94104
(415) 622-2220
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANTS'
PRINCIPAL EXECUTIVE OFFICES)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF REIMBURSEMENT AGREEMENT AND LETTER OF CREDIT.*
On April 9, 1998 BankAmerica Corporation (the "Letter of Credit Provider")
and The First National Bank of Chicago, as Trustee under the Pooling and
Servicing Agreement dated as of June 1, 1996 by and among Bank of America, FSB,
Bank of America National Trust and Savings Association and The First National
Bank of Chicago, as Trustee (the "Pooling and Servicing Agreement") entered into
a Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement")
which is attached hereto as Exhibit 99.1.
Under the Reimbursement Agreement, BankAmerica Corporation issued an
irrevocable direct draw letter of credit (the "Letter of Credit") in the amount
of $15,000,000.00 (as reduced and increased from time to time in accordance with
the terms of the Letter of Credit) to the Trustee for the benefit of the holders
from time to time of the Senior Certificates and the Class A-7 Certificates
issued under the Pooling and Servicing Agreement. The Letter of Credit is
attached hereto as Exhibit 99.2.
______________
* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Prospectus, dated June 4, 1996, of the Registrants
relating to the Publicly Offered Certificates,
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
*1. Form of Underwriting Agreement (Filed with Registration Statement
No. 333-3200 on April 4, 1996).
*2. Plan of acquisition, reorganization, arrangement, liquidation or
succession. (included in the Underwriting and Pooling and Servicing
Agreements filed previously).
*4. Pooling and Servicing Agreement (Filed by Form 8-K on July 2, 1996).
**16. Letter re change in certifying accountant.
**17. Letter re director resignation.
**20. Other documents or statements to security holders.
*23. Consents of Experts and Counsel (Included in the opinions filed as
Exhibits 5.1 and 8.1 to Registration Statement No. 333-3200 on
April 4, 1996).
*24. Powers of Attorney (Filed with Registration Statement No. 333-3200 on
April 4, 1996).
**27. Financial Data Schedule.
99.1 Letter of Credit and Reimbursement Agreement dated as of April 9,
1998, between BankAmerica Corporation and the First National Bank of
Chicago.
99.2 Letter of Credit dated April 9, 1998.
* Previously Filed.
** Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By: /s/ Shaun M. Maguire
--------------------------
Shaun M. Maguire*
Dated: April 27, 1998.
San Francisco, California
BANK OF AMERICA, FSB
By: /s/ Shaun M. Maguire
---------------------------
Shaun M. Maguire**
Dated: April 27, 1998.
San Francisco, California
* Mr. Maguire is Senior Vice President of Bank of America National Trust and
Savings Association.
** Mr. Maguire is Assistant Treasurer of Bank of America, FSB.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Numbers
- ---------------
<S> <C>
*1. Form of Underwriting Agreement (Filed with Registration
Statement No. 333-3200 on April 4, 1996).
*2. Plan of Acquisition, reorganization, arrangement, liquidation
or succession. (included in the Underwriting and Pooling and
Servicing Agreements filed previously)
*4. Pooling and Servicing Agreement (Filed by Form 8-K on July 2,
1996).
**16. Letter re change in certifying accountant.
**17. Letter re director resignation.
**20. Other documents or statements to security holders.
*23. Consents of Experts and Counsel (Included in the opinions filed
as Exhibits 5.1 and 8.1 to Registration Statement No. 333-3200 on
April 4, 1996).
*24. Powers of Attorney (Filed with Registration Statement No. 333-
3200 on April 4, 1996).
**27. Financial Data Schedule.
99.1 Letter of Credit and Reimbursement Agreement dated as of April 9,
1998, between BankAmerica Corporation and The First National Bank
of Chicago.
99.2 Letter of Credit dated April 9, 1998.
</TABLE>
* Previously Filed.
** Not Applicable.
<PAGE>
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
--------------------------------------------
THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of April
9, 1998 is entered into by and between BankAmerica Corporation (the "Letter of
Credit Provider") and The First National Bank of Chicago, as Trustee under the
Pooling and Servicing Agreement identified below (the "Trustee").
RECITALS
--------
A. The Trustee has requested the Letter of Credit Provider to issue an
irrevocable direct draw letter of credit (the "Letter of Credit") in
substantially the form of Exhibit A in the amount of $15,000,000.00 (as reduced
and increased from time to time in accordance with the terms of the Letter of
Credit) to the Trustee for the benefit of the holders from time to time of the
Senior Certificates and the Class A-7 Certificates issued under the Pooling and
Servicing Agreement dated as of June 1, 1996 by and among Bank of America FSB,
Bank of America National Trust and Savings Association and the Trustee (the
"Pooling and Servicing Agreement").
B. The Letter of Credit Provider is willing to issue the Letter of Credit
upon the terms and subject to the conditions set forth herein.
C. Terms used herein and not otherwise defined herein shall have the
meanings given in the Pooling and Servicing Agreement.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the premises and in order to
induce the Letter of Credit Provider to issue the Letter of Credit, the parties
hereto agree as follows:
ARTICLE I
THE LETTER OF CREDIT
--------------------
Section 1.01. The Letter of Credit. The Letter of Credit Provider
--------------------
agrees, on the terms and conditions hereinafter set forth, to issue the Letter
of Credit to the Trustee on the date hereof.
Section 1.02. Payments.
--------
(a) The Trustee shall make a Credit Demand (as such term is defined in the
Letter of Credit) in accordance with the terms of the Letter of Credit by 10:00
a.m. on the Business Day prior to each Payment Date if the Trustee has been
notified pursuant to its receipt of the Monthly Report that a Deficiency Amount
(as such term is defined in the Letter of Credit) will exist on such Payment
Date. The Trustee shall deposit all such amounts into an Eligible Account (the
"Letter of Credit Account"), which shall be titled the "Letter of Credit
Account" and which shall not be the Certificate Account, and such amounts shall
not be commingled with any other funds. The Trustee shall pay such amounts on
such Payment Date to the Senior Certificateholders and the Class A-7
Certificateholders in respect of each such Certificateholders' Interest
Distribution Amount or Formula Principal Distribution Amount, as
<PAGE>
applicable, in accordance with the priorities set forth in Section 5.02 of the
Pooling and Servicing Agreement.
(b) The Trustee shall make a Downgrade Demand (as such term is defined in
the Letter of Credit) in accordance with the terms of the Letter of Credit if
the Trustee has been notified by the Letter of Credit Provider that Moody's
Investors Service's ("Moody's") has reduced or withdrawn its rating of the long-
term unsecured debt obligations of the Letter of Credit Provider below "Aa3" and
within 30 days of such downgrade, the Letter of Credit Provider has not obtained
a Replacement Letter of Credit (as such term is defined in the Letter of
Credit). The Trustee shall deposit all such amounts into the Letter of Credit
Account, and such amounts shall not be commingled with any other funds. The
Trustee shall pay such amounts on each Payment Date to the Senior
Certificateholders and the Class A-7 Certificateholders in respect of each such
Certificateholders' Interest Distribution Amount or Formula Principal
Distribution Amount, as applicable, in accordance with the priorities set forth
in Section 5.02 of the Pooling and Servicing Agreement to the extent that the
Available Distribution Amount and the amounts on deposit in the Reserve Account
are insufficient.
(c) The Trustee agrees to promptly notify the Letter of Credit Provider
when the Senior Certificates and the Class A-7 Certificates have been paid in
full.
(d) The Letter of Credit Provider agrees to promptly notify the Trustee if
Moody's reduces or withdraws its rating of the long-term unsecured debt
obligations of the Letter of Credit Provider below "Aa3".
Section 1.03. Reimbursement.
-------------
(a) To the extent that any payments, as set forth in the Monthly Report,
are to be made on any Payment Date to the Senior Certificateholders or the Class
A-7 Certificateholders pursuant to Section 5.02 of the Pooling and Servicing
Agreement which payments are in excess of amounts that are otherwise due to any
of the Senior Certificateholders or the Class A-7 Certificateholders on such
Payment Date without regard to proceeds from drawings on the Letter of Credit,
the Trustee agrees to pay such amounts to the Letter of Credit Provider and that
the rights of the Senior Certificateholders and the Class A-7 Certificateholders
are subrogated to the rights of the Letter of Credit Provider.
(b) If the Trustee draws upon the Letter of Credit pursuant to a Downgrade
Demand, and thereafter the Letter of Credit Provider notifies the Trustee in
writing that Moody's has reinstated its rating of the long term unsecured debt
obligations of the Letter of Credit Provider to "Aa3" or higher, the Trustee
shall withdraw amounts on deposit in the Letter of Credit Account and remit such
amounts to the Letter of Credit Provider in accordance with the Letter of Credit
Provider's instructions within 5 Business Days of receipt of such notification
Section 1.04. Non-recourse. The parties hereto agree that to the extent
------------
that the Letter of Credit Provider makes a payment in accordance with the terms
of the Letter of Credit, the Letter of Credit Provider's only recourse to be
reimbursed for such payment shall be under Section 1.03 hereof. In no event
shall the Trustee be obligated to reimburse the Letter of Credit provider for
any such payment other than pursuant to Section 1.03 hereof. No fees, interest,
commissions or
2
<PAGE>
any other amounts shall be payable by the Trustee to the Letter of Credit
Provider for its issuance of the Letter of Credit or for payments thereunder.
Section 1.05. Uniform Customs and Practice. The Uniform Customs and
----------------------------
Practice for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500 ("UCP") shall in all respects be deemed a part of
this Article I as if incorporated herein and shall apply to the Letter of
Credit.
ARTICLE II
MISCELLANEOUS
-------------
Section 2.01. Amendments, Etc. No amendment or waiver of any provision
---------------
of this Agreement shall be effective unless the same shall be in writing and
signed by the parties hereto.
Section 2.02. Notices, Etc. All notices and other communications
------------
provided for hereunder shall be in writing (including facsimile communication)
and mailed or sent by facsimile, if to the Trustee, at One First National Plaza,
Suite 0126, Chicago IL 60670, fx: 312-407-1708; and if to the Letter of Credit
Provider, at its address at 333 South Beaudry Avenue, 19th floor, Los Angeles,
CA 90017, Attention: Margaret Kwiatek, Facsimile No. (213) 345-6694; or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other party. All such notices and communications shall,
when mailed or sent by facsimile, be effective when deposited in the mails or
sent by facsimile, respectively, addressed as aforesaid.
Section 2.03. Binding Effect. This Agreement shall become effective when
--------------
it shall have been executed by the parties hereto and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Section 2.04. Severability. Any provision of this Agreement which is
------------
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.
Section 2.05. Governing Law. This Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of California (except, in
the case of Article I, to the extent the laws of the State of California are
inconsistent with the UCP).
Section 2.06. Headings. Section headings in this Agreement are included
--------
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
Section 2.07. Certain Matters Affecting the Trustee. The Trustee shall
-------------------------------------
not be personally liable for any action taken or omitted by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement or the Pooling and Servicing
Agreement. The Trustee may execute the powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.
3
<PAGE>
Section 2.08. REMIC Matters. The Letter of Credit shall not constitute
-------------
a part of the REMIC or the Trust Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
/s/ D. Fanning
-----------------------------
Name: D. Fanning
Title: Vice President
BANKAMERICA CORPORATION
as Letter of Credit Provider
/s/ Margaret Kwiatek
-----------------------------
Name: Margaret Kwiatek
Title: Attorney-in-Fact
/s/ Sandra Leon
-----------------------------
Name: Sandra Leon
Title: Attorney-in-Fact
4
<PAGE>
IRREVOCABLE DIRECT DRAW LETTER OF CREDIT
No. 3009599
April 9, 1998
The First National Bank of Chicago,
as Trustee under the Pooling and Servicing Agreement
referred to below
Ladies and Gentlemen:
The undersigned (BankAmerica Corporation or the "Letter of Credit
----------------
Provider") hereby establishes, for your benefit, this Irrevocable Direct Draw
Letter of Credit No. 3009599 (the "Letter of Credit"). This Letter of Credit is
----------------
issued to you as trustee (the "Trustee") under that certain Pooling and
------
Servicing Agreement (the "Pooling and Servicing Agreement") dated as of June 1,
-------------------------------
1996 by and among Bank of America FSB, Bank of America National Trust and
Savings Association and you for the benefit of the holders from time to time of
the Senior Certificates and the Class A-7 Certificates issued pursuant to the
Pooling and Servicing Agreement. Capitalized terms used but not defined herein
shall have the meanings set forth in the Pooling and Servicing Agreement. This
Letter of Credit authorizes your to draw on us an amount not exceeding Fifteen
Million Dollars ($15,000,000.00) (as reduced and increased from time to time in
accordance with the terms hereof, the "Letter of Credit Amount").
-----------------------
The Letter of Credit Provider irrevocably authorizes you to draw on it, in
accordance with the terms and conditions and subject to the reductions in amount
as hereinafter set forth, in (i) one or more drawings by one or more of your
drafts, each drawn on the Letter of Credit Provider, payable at sight on a
Business Day, and accompanied by your written and completed certificate signed
by you in substantially the form of Annex A attached hereto (any such draft
accompanied by such certificate being a "Credit Demand"), an amount equal to the
-------------
face amount of each such draft but in the aggregate amount not exceeding the
Letter of Credit Amount as in effect on such Business Day and (ii) one drawing
by one of your drafts drawn on the Letter of Credit Provider, payable at sight
on a Business Day, and accompanied by your written and completed certificate
signed by you in substantially the form of Annex C attached hereto (any such
draft accompanied by such certificate being a "Downgrade Demand"), an amount
----------------
equal to the face amount of each such draft but in the aggregate amount not
exceeding the Letter of Credit Amount as in effect on
<PAGE>
such Business Day. Any Credit Demand or Downgrade Demand may be delivered by
facsimile transmission.
Upon the Letter of Credit Provider honoring any Credit Demand or Downgrade
Demand presented hereunder, the Letter of Credit Amount shall automatically be
decreased by an amount equal to the amount of such Credit Demand or Downgrade
Demand.
The Letter of Credit Amount shall be automatically increased when and to
the extent, but only when and to the extent, that the Letter of Credit Provider
is reimbursed under that certain Letter of Credit and Reimbursement Agreement
dated as of the date hereof by and between the Letter of Credit Provider and
you, for any amount drawn hereunder by any Credit Demand or Downgrade Demand;
provided, however, that the Letter of Credit Amount shall, in no event, be
- -------- -------
increased to an amount in excess of $15,000,000.00.
Each Credit Demand and Downgrade Demand shall be dated the date of its
presentation, and shall be presented to the Letter of Credit Provider at 333
South Beaudry Avenue, 19th floor, Los Angeles, CA 90017, Attention: Margaret
Kwiatek, Facsimile No. 213-345-6694. If the Letter of Credit Provider receives
any Credit Demand or Downgrade Demand at such office, all in strict conformity
with the terms and conditions of this Letter of Credit, not later than 10:00
a.m. (Los Angeles time) on a Business Day prior to the termination hereof, the
Letter of Credit Provider will make such funds available by 9:00 a.m. (Los
Angeles time) on the next Business Day in accordance with your payment
instructions; provided that with respect to any Credit Demand occurring on April
10, 1998, the Letter of Credit Provider shall make such funds available in
accordance with the terms hereof by 9:00 a.m. on April 10, 1998. If you so
request the Letter of Credit Provider, payment under this Letter of Credit may
be made by wire transfer in immediately available funds to your accounts in a
bank on the Federal Reserve wire system or by deposit of same day funds into a
designated account.
On the earlier of (i) the date upon which the Trustee notifies the Letter
of Credit Provider that the Senior Certificates and the Class A-7 Certificates
have been paid in full and (ii) April 9, 2018 (the "Termination Date"), this
Letter of Credit shall automatically terminate and you shall surrender this
Letter of Credit to the undersigned Letter of Credit Provider on such day.
This Letter of Credit is transferable in its entirety to any transferee(s)
who you certify to the Letter of Credit Provider has succeeded you, as Trustee
under the Pooling and Servicing Agreement, and may be successively transferred.
Transfer of this Letter of Credit to such transferee shall be effected by the
presentation to the Letter of Credit Provider of this Letter of Credit
accompanied by a certificate in substantially the form of Annex B attached
hereto. Upon such presentation the Letter of Credit Provider shall forthwith
transfer this Letter of Credit to (or to the order of) the transferee or, if so
requested by your transferee, issue a letter of credit to (or to the order of)
your transferee with provisions therein consistent with this Letter of Credit.
This Letter of Credit sets forth in full the undertaking of the Letter of
Credit Provider, and such undertaking shall not in any way be modified, amended,
amplified or limited by reference to
<PAGE>
any document, instrument or agreement referred to herein, except only the
certificates and the drafts referred to herein; and any such reference shall not
be deemed to incorporate herein by reference any document, instrument or
agreement except for such certificates and such drafts.
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, 1993 REVISION, ICC PUBLICATION NO. 500 (THE "UNIFORM
-------
CUSTOMS"), WHICH IS INCORPORATED INTO THE TEXT OF THIS LETTER OF CREDIT BY
- -------
REFERENCE, AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA,
INCLUDING, AS TO MATTERS NOT COVERED BY THE UNIFORM CUSTOMS, THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF CALIFORNIA. Communications with
respect to this Letter of Credit shall be in writing and shall be addressed to
the Letter of Credit Provider at 333 South Beaudry Avenue, 19th floor, Los
Angeles, CA 90017, Attention: Margaret Kwiatek, specifically referring to the
number of this Letter of Credit.
Very truly yours,
BANKAMERICA CORPORATION
By /s/ Margaret Kwiatek
-------------------------------
Margaret Kwiatek
Attorney-in-Fact
By /s/ Sandra Leon
------------------------------
Sandra Leon
Attorney-in-Fact
<PAGE>
Annex A
-------
CERTIFICATE OF CREDIT DEMAND
Certificate of Credit Demand under the Irrevocable Letter of Credit No. No.
3009599 (the "Letter of Credit"; the terms defined therein and not otherwise
----------------
defined herein being used herein as therein defined), dated as of April 9, 1998,
issued by BankAmerica Corporation, as the Letter of Credit Provider, in favor of
The First National Bank of Chicago, as the Trustee under the Pooling and
Servicing Agreement.
The undersigned, a duly authorized officer of the Trustee, hereby certifies
to the Letter of Credit Provider as follows:
1. The First National Bank of Chicago is the Trustee under the Pooling and
Servicing Agreement.
2. As of the next succeeding Payment Date following the date hereof, the
sum of the Available Distribution Amount and amounts on deposit in the Reserve
Account available to be distributed to the Senior Certificateholders and the
Class A-7 Certificateholders is less than (i) the Senior Percentage or the Class
A-7 Percentage, as applicable, of the Formula Principal Distribution Amount and
(ii) the amount of interest due and payable to the Senior Certificateholders and
the Class A-7 Certificateholders in an amount equal to $__________ (such amount
referred to herein as the "Deficiency Amount").
-----------------
3. The Trustee is making a drawing under the Letter of Credit for an
amount equal to $________. Such amount does not exceed the amount that is
available to be drawn by the Trustee under the Letter of Credit on the date of
this certificate.
4. The amount of the draft shall be delivered pursuant to the following
instructions:
[insert payment instructions]
5. The Trustee acknowledges that, pursuant to the terms of the Letter of
Credit, upon the Letter of Credit Provider honoring the draft accompanying this
certificate, the Letter of Credit Amount shall be automatically decreased by an
amount equal to such draft.
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate
on this ____ day of ___________ 199_.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By _______________________
Name:
Title:
<PAGE>
Annex B
-------
INSTRUCTION TO TRANSFER
__________________ 199_
BankAmerica Corporation
[ ]
[ ]
Attention: [ ]
Re: Irrevocable Letter of Credit No. 3009599
----------------------------------------
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
--------------------
[Name of Transferee]
--------------------
[Address]
all rights of the undersigned beneficiary to draw under the above-captioned
Letter of Credit (the "Letter of Credit") issued by the Letter of Credit
----------------
Provider named therein in favor of the undersigned. The transferee has
succeeded the undersigned as Trustee under the Pooling and Servicing Agreement
(as defined in the Letter of Credit).
By this transfer, all rights of the undersigned beneficiary in the Letter
of Credit are transferred to the transferee and the transferee shall hereafter
have the sole rights as beneficiary thereof; provided, however, that no rights
-------- -------
shall be deemed to have been transferred to the transferee until such transfer
complies with the requirements of the Letter of Credit pertaining to transfers.
<PAGE>
The Letter of Credit is returned herewith and in accordance therewith we
ask that this transfer be effective and that the Letter of Credit Provider
transfer the Letter of Credit to our transferee or that, if so requested by the
transferee, the Letter of Credit Provider issue a new irrevocable letter of
credit in favor of the transferee with provisions consistent with the Letter of
Credit.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:________________________
Name:
Title:
<PAGE>
Annex C
-------
CERTIFICATE OF DOWNGRADE DEMAND
Certificate of Downgrade Demand under the Irrevocable Letter of Credit No.
3009599 (the "Letter of Credit"; the terms defined therein and not otherwise
----------------
defined herein being used herein as therein defined), dated as of April 9, 1998,
issued by BankAmerica Corporation, as the Letter of Credit Provider, in favor of
The First National Bank of Chicago, as the Trustee under the Pooling and
Servicing Agreement.
The undersigned, a duly authorized officer of the Trustee, hereby certifies
to the Letter of Credit Provider as follows:
1. The First National Bank of Chicago is the Trustee under the Pooling and
Servicing Agreement.
2. The Trustee is making a drawing under the Letter of Credit for an
amount equal to $________ pursuant to written notice delivered to the Trustee
from the Letter of Credit Provider due to (i) Moody's Investors Service's
("Moody's") reduction or withdrawal of its rating of the long-term unsecured
- ---------
debt obligations of the Letter of Credit Provider to below "Aa3" and (ii) the
Letter of Credit Provider's failure to obtain, within 30 days of such downgrade,
a replacement letter of credit in an amount equal to at least the Letter of
Credit Amount, on the same terms and conditions as the Letter of Credit from a
bank whose long term unsecured debt obligations are rated at least "Aa3" by
Moody's (such ratings of the replacement letter of credit bank to be confirmed
by receipt of written confirmation by Moody's) or such other replacement letter
of credit acceptable to Moody's as evidenced by a written consent from Moody's
(any such replacement letter of credit, the "Replacement Letter of Credit").
----------------------------
Such amount equals the remaining Letter of Credit Amount on the date of this
certificate.
3. The amount of the draft shall be delivered pursuant to the following
instructions:
[insert payment instructions].
4. The Trustee acknowledges that, pursuant to the terms of the Letter of
Credit, upon the Letter of Credit Provider honoring the draft accompanying this
certificate, the Letter of Credit Amount shall be automatically decreased by an
amount equal to such draft.
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate
on this ____ day of ___________ 199_.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By _______________________
Name:
Title:
