<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 23, 1999
- --------------------------------------------------------------------------------
FCC National Bank on behalf of First Chicago Master Trust II
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charters)
United States of America 0-16337 51-0269396
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Gateway Center, 300 King Street, Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 302-656-5020
<PAGE>
Item 5. Other Events.
- ------
On March 23, 1999, the closing of the sale of First Chicago Master Trust II
$750,000,000 Floating Rate Asset Backed Certificates Series 1999-W (the "Series
1999-W Certificates") pursuant to the Underwriting Agreement, dated November 14,
1996, and the Terms Agreement dated March 11, 1999, both between FCC National
Bank (the "Bank") and First Chicago Capital Markets, Inc., as representative of
the several underwriters named therein, occurred. The Certificates were issued
pursuant to the Series 1999-W Supplement, dated as of March 1, 1999 (the "Series
1999-W Supplement"), between the Bank, as seller and servicer, and Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"), to the Pooling and
Servicing Agreement, dated as of June 1, 1990 (as amended, the "Pooling and
Servicing Agreement"), between the Bank and the Trustee.
Item 7. Financial Statements and Exhibits.
- -------
(c) Exhibits
The exhibits listed below and attached hereto are hereby filed in
connection with the Registrant's Registration Statement on Form S-3 (File No.
333-49625).
Exhibit Number Description of Exhibit
-------------- ----------------------
4.29 Series 1999-W Supplement to Pooling and Servicing
Agreement relating to the Series 1999-W Certificates.
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.
FCC NATIONAL BANK
-------------------------------------
(Registrant)
Date: April 1, 1999 By /s/ Sharon A. Renchof
----------------------------------
Title: Assistant Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- -------- -------------- ---------------
4.29 Series 1999-W Supplement to
Pooling and Servicing Agreement
relating to the Series 1999-W Certificates
<PAGE>
EXHIBIT 4.29
======================================================
FCC NATIONAL BANK,
Seller and Servicer
and
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
Trustee
on behalf of the Certificateholders
===========================
SERIES 1999-W SUPPLEMENT
Dated as of March 1, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1990
===========================
$857,142,857
FIRST CHICAGO MASTER TRUST II
SERIES 1999-W
======================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION 1. Designation...................................................................... 1
SECTION 2. Definitions...................................................................... 2
SECTION 3. Minimum First Chicago Interest Percentage and Minimum Aggregate Principal
Receivables...................................................................... 19
SECTION 4. Reassignment and Transfer Terms.................................................. 20
SECTION 5. Delivery and Payment for the Series
1999-W Certificates.............................................................. 20
SECTION 6. Form of Delivery of the Series 1999-W
Certificates..................................................................... 20
SECTION 7. Article IV of Agreement.......................................................... 20
Section 4.02 Rights of Series 1999-W Certificateholders.............................. 21
Section 4.03 Collections and Allocations............................................. 21
Section 4.04 Determination of Monthly Interest for the Series 1999-W Certificates.... 23
Section 4.05 Determination of Monthly Principal for the Series 1999-W Certificates... 26
Section 4.06 Coverage of Required Amount for the Class A Certificates................ 28
Section 4.07 Application of Class A Available Funds, Collateral Available Funds,
Class A Available Principal Collections and Collateral Principal
Collections on Deposit in the Collection Account for the Series 1999-W
Certificates............................................................ 30
Section 4.08 Investor Charge-Offs.................................................... 32
Section 4.09 Excess Spread........................................................... 33
Section 4.10 Reallocated Principal Collections....................................... 35
Section 4.11 Cash Collateral Account................................................. 35
Section 4.12 Interchange; Interchange Monthly Servicing Fee.......................... 38
</TABLE>
(i)
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Section 4.13 Determination of LIBOR.................................................. 39
Section 4.14 Postponement of Accumulation Period..................................... 40
Section 4.15 Principal Funding Account............................................... 41
Section 4.16 Reserve Account......................................................... 43
SECTION 8. Article V of the Agreement....................................................... 45
Section 5.01 Distributions........................................................... 45
Section 5.02 Statements to Certificateholders........................................ 46
SECTION 9. Additional Liquidation Events.................................................... 47
SECTION 10. Related Interest Periods......................................................... 49
SECTION 11. Eligible Servicer................................................................ 49
SECTION 12. Trustee Resignation.............................................................. 49
SECTION 13. Tax Opinion...................................................................... 49
SECTION 14. Subordination of Certain Termination Payments.................................... 50
SECTION 15. Variable Accumulation Series..................................................... 50
SECTION 16. Ratification of Pooling and Servicing Agreement; Representations; Security
Interest......................................................................... 50
SECTION 17. Counterparts..................................................................... 51
SECTION 18. Governing Law.................................................................... 51
</TABLE>
EXHIBITS
EXHIBIT A Form of Class A Certificate
EXHIBIT B Form of Certificateholders' Payment Date
Statement
(ii)
<PAGE>
SERIES 1999-W SUPPLEMENT dated as of March 1, 1999 (this
"Series Supplement") between FCC NATIONAL BANK, a national bank, as Seller and
Servicer, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a banking
association organized and existing under the laws of the United States of
America (together with its successors in trust thereunder as provided in the
Agreement referred to below, the "Trustee"), as trustee under the Pooling and
Servicing Agreement dated as of June 1, 1990 (as amended and supplemented, the
"Agreement").
PRELIMINARY STATEMENT
Section 6.09 of the Agreement provides, among other things, that the
Seller and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Seller for execution and redelivery to the Trustee for
authentication one or more Series of Certificates. The Seller has tendered the
Exchange Notice required by subsection 6.09(b) of the Agreement and hereby
enters into this Series Supplement with the Trustee as required by subsection
6.09(c) of the Agreement to provide for the issuance of the Investor
Certificates of Series 1999-W (the "Series 1999-W Certificates"). In the event
that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Series Supplement shall govern.
All capitalized terms not otherwise defined herein are defined in the
Agreement. All Article, Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Agreement, each capitalized term used or
defined herein shall relate only to the Series 1999-W Certificates and no other
Series of investor certificates issued by the Trust.
SECTION 1. Designation. The Series 1999-W Cer tificates shall be
-----------
issued in two classes to be designated generally as the Floating Rate Asset
Backed Certificates Series 1999-W (to be defined herein as the Class A
Certificates) and the Collateral Interest Series 1999-W (to be defined herein
as the Collateral Interest). Each of the Class A Certificates and the Collateral
Interest shall constitute a Class of Investor Certificates; provided, however,
-------- -------
that
<PAGE>
the Collateral Interest shall be issued in uncertificated form and the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and
surrender of Registered Certificates shall not be applicable thereto. In
addition, solely for purposes of subsection 9.02(a) of the Agreement, holders of
interests in the Cash Collateral Account (other than the Seller) shall be
deemed to be a Class of Investor Certificates.
SECTION 2. Definitions. The following words and phrases shall have
-----------
the following meaning with respect to the Series 1999-W Certificates and the
definitions of such terms are applicable to the singular as well as the plural
form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:
"Accumulation Period" shall mean, with respect to the Series 1999-W
-------------------
Certificates, and provided that a Rapid Amortization Period shall not have
commenced, a period commencing on the Controlled Accumulation Date, and
continuing to the earlier of (x) but not including, the first day of the Due
Period in which a Liquidation Event is deemed to have occurred, (y) and
including, the date on which the Invested Amount is paid in full, or (z) the
Series Termination Date.
"Accumulation Period Amount" shall mean, with respect to a Due
--------------------------
Period, an amount equal to the product of (i) Available Expected Principal for
such Due Period and (ii) a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the sum of the Initial
Invested Amount and the initial invested amounts (as defined in the respective
related Supplements) of all other Variable Accumulation Series that are not
scheduled to be in their revolving periods as of such Due Period; provided that,
for purposes of this definition, the commencement date of the accumulation
period of each such Variable Accumulation Series shall be deemed to have been
postponed to the latest permissible date, determined as if the provisions hereof
applied to each such Series with such changes as may be specified in the
applicable Supplement with respect to such Series (applying such provisions
first to the Variable Accumulation Series with the latest scheduled payment day
and next to each Series with the next preceding scheduled payment date).
"Accumulation Period Length" shall have the meaning specified in
--------------------------
Section 4.14 of the Agreement.
2
<PAGE>
"Adjusted Available Cash Collateral Amount" shall mean, with respect
-----------------------------------------
to any Distribution Date, the Available Cash Collateral Amount for such
Distribution Date after giving effect to all withdrawals therefrom for such
Distribution Date pursuant to Section 4.06 of the Agreement.
"Adjusted Invested Amount" shall mean, with respect to any date of
------------------------
determination, an amount equal to the sum of (a) the Class A Adjusted Invested
Amount and (b) the Collateral Invested Amount.
"Available Funds" shall have the meaning specified in Section 4.06 of
---------------
the Agreement.
"Available Cash Collateral Amount" shall mean, with respect to any
--------------------------------
Distribution Date, the amount on deposit in the Cash Collateral Account after
giving effect to all deposits therein and withdrawals therefrom with respect to
the immediately preceding Distribution Date, but before giving effect to any
deposits therein or withdrawals therefrom with respect to the related
Distribution Date.
"Available Enhancement Amount" shall mean, with respect to any
----------------------------
Distribution Date, the sum of (a) the Collateral Invested Amount on the
related Determination Date and (b) the Available Cash Collateral Amount.
"Available Expected Principal" shall mean, for any date of
----------------------------
determination with respect to a Due Period, an amount equal to the excess of (a)
the Expected Monthly Principal for such Due Period over (b) the sum of,
without duplication, (i) all scheduled amortizations or accumulations of
principal, including past due shortfalls as of such date of determination, for
all non-Variable Accumulation Series that are not scheduled to be in their
revolving periods as of such Due Period and (ii) all Expected Monthly Principal
collections projected by the Servicer to be allocable to any other Series with
respect to which a Liquidation Event shall have occurred on or prior to such
date of determination.
"Available Reserve Account Amount" shall mean, with respect to any
--------------------------------
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.16(b) on such date, but
before giving effect to any deposit made or to be made into the Reserve Account
pursuant to subsection 4.09(h) on such date) and (b) the Required Reserve
Account Amount.
3
<PAGE>
"Base Rate" shall mean, with respect to any Interest Period, the
---------
annualized percentage equivalent of a fraction, the numerator of which is the
sum of (i) the Class A Monthly Interest, (ii) the Collateral Monthly Interest
and (iii) one-twelfth of the product of 2.00% and the Adjusted Invested Amount
for such Interest Period, and the denominator of which is the Invested Amount
for such Interest Period.
"Cash Collateral Account" shall have the meaning specified in Section
-----------------------
4.11 of the Agreement.
"Cash Collateral Account Surplus" shall mean, upon the occurrence of a
-------------------------------
Conversion Deposit and after the reduction of the Collateral Invested Amount
to zero, the excess of the amount on deposit in the Cash Collateral Account over
the Required Cash Collateral Account.
"Class A Additional Interest" shall have the meaning specified in
---------------------------
Section 4.04 of the Agreement.
"Class A Adjusted Invested Amount" shall mean, on any date of
--------------------------------
determination, an amount equal to the Class A Invested Amount minus the
-----
Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Due Period,
-----------------------
an amount equal to the sum of (i) the Class A Floating Percentage of the
Floating Allocation Percentage of Collections of Finance Charge Receivables
(including any amounts that are to be treated as Collections of Finance Charge
Receivables in accordance with the Agreement), (ii) Principal Funding Investment
Proceeds, up to the Covered Amount for such Due Period, and (iii) if applicable
for such Due Period, the Reserve Draw Amount, up to the Available Reserve
Account Amount.
"Class A Available Principal Collections" shall mean, with respect to
---------------------------------------
any Distribution Date, the sum of (a) the Class A Principal Percentage of the
Invested Percentage of Collections of Principal Receivables, (b) the amount, if
any, of Unallocated Principal Collections on deposit in the Collection Account
allocated to the Series 1999-W Certificates pursuant to subsection 4.01(f) of
the Agreement, (c) Excess Principal Collections allocated to the Series 1999-W
Certificates pursuant to subsection 4.05(c) of the Agreement and (d) any other
amounts which are to be treated as Class A Available Principal Collections in
accordance with the provisions hereof (including, but not limited to, amounts
allo-
4
<PAGE>
cable pursuant to subsections 4.07(a)(iii), 4.07(d)(ii), 4.07(f)(ii), 4.07(g)
and 4.09(b)).
"Class A Certificate" shall mean any one of the Certificates executed
-------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
---------
"Class A Certificate Rate" shall mean for the period beginning on and
------------------------
including the Closing Date and ending on and excluding April 15, 1999, for the
period beginning on and including April 15, 1999 and ending on and excluding May
17, 1999, and for each Interest Period thereafter, a per annumrate of 0.11% in
excess of LIBOR determined on the related LIBOR Determination Date, calculated
on the basis of actual days elapsed and a 360-day year.
"Class A Certificateholder" shall mean the Holder of record of a Class
-------------------------
A Certificate.
"Class A Covered Amount" shall have the meaning specified in
----------------------
subsection 4.06(a) of the Agreement.
"Class A Floating Percentage" shall mean, with respect to any
---------------------------
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Invested Amount for such Distribution Date and the denominator of which is the
Adjusted Invested Amount for such Distribution Date.
"Class A Initial Invested Amount" shall mean $750,000,000.
-------------------------------
"Class A Interest Shortfall Amount" shall have the meaning specified
---------------------------------
in Section 4.04 of the Agreement.
"Class A Invested Amount" shall mean, on any date of determination, an
-----------------------
amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate
-----
amount of principal payments made to the Class A Certificateholders prior to
such date, minus (c) the excess, if any, of the aggregate amount of Class A
-----
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
of Class A Investor Charge-Offs reimbursed pursuant to Section 4.09 of the
Agreement prior to such date.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.08 of the Agreement.
5
<PAGE>
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Class A Floating Percentage for
such Distribution Date.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.04 of the Agreement.
"Class A Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.05 of the Agreement.
"Class A Principal Percentage" shall mean, with respect to any
----------------------------
Distribution Date (i) relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class A Invested Amount for such Distribution Date,
and the denominator of which is the Invested Amount for such Distribution Date
and (ii) relating to the Accumulation Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class A Invested Amount as of the end of
the day on the last Distribution Date relating to the Revolving Period, and the
denominator of which is the Invested Amount as of such day.
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.06 of the Agreement.
"Class A Scheduled Payment Date" shall mean the March 2002
------------------------------
Distribution Date.
"Closing Date" shall mean March 23, 1999.
------------
"Collateral Additional Interest" shall have the meaning specified in
------------------------------
Section 4.04 of the Agreement.
"Collateral Available Funds" shall mean, with respect to any Due
--------------------------
Period, an amount equal to the Collateral Floating Percentage of the Floating
Allocation Percentage of Collections of Finance Charge Receivables (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement).
"Collateral Default Amount" shall mean, with respect to each
-------------------------
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Collateral Floating Percentage
for such Distribution Date.
6
<PAGE>
"Collateral Floating Percentage" shall mean, with respect to any
------------------------------
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Invested
Amount for such Distribution Date, and the denominator of which is the Adjusted
Invested Amount for such Distribution Date.
"Collateral Initial Invested Amount" shall mean $107,142,857.
----------------------------------
"Collateral Invested Amount" shall mean, for any date of
--------------------------
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) an amount equal to the amount by which the Collateral Invested Amount
- -----
has been reduced on all prior Distribution Dates pursuant to Section 4.08 of
the Agreement, minus (c) the aggregate amount of Collateral Monthly Principal
-----
applied in accordance with the Loan Agreement pursuant to Section 4.07 of the
Agreement or deposited into the Cash Collateral Account pursuant to subsection
4.11(e) of the Agreement prior to such date; provided, however, that the
-------- -------
Collateral Invested Amount may not be reduced below zero.
"Collateral Interest" shall mean a fractional un divided interest in
-------------------
the Trust which shall consist of the right to receive, to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
funds on deposit in the Collection Account allocable thereto pursuant to the
Agreement.
"Collateral Interest Holder" shall mean the entity so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Shortfall Amount" shall have the meaning
------------------------------------
specified in Section 4.04 of the Agreement.
"Collateral Monthly Interest" shall have the meaning specified in
---------------------------
Section 4.04 of the Agreement.
"Collateral Monthly Principal" shall have the meaning specified in
----------------------------
Section 4.05 of the Agreement.
"Collateral Principal Collections" shall mean, with respect to any Due
--------------------------------
Period, the Collateral Principal Percentage of the Invested Percentage of
Collections of Principal Receivables, plus any other amounts which are to be
----
treated as Collateral Principal Collections in accordance
7
<PAGE>
with the provisions hereof, minus the amount of Reallocated Principal
-----
Collections with respect to such Due Period.
"Collateral Principal Percentage" shall mean, with respect to any
-------------------------------
Distribution Date (i) relating to the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Invested Amount for such Distribution
Date, and the denominator of which is the Invested Amount for such Distribution
Date and (ii) relating to the Accumulation Period or the Rapid Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Collateral Invested Amount as of the
end of the day on the last Distribution Date relating to the Revolving Period,
and the denominator of which is the Invested Amount as of such day.
"Collateral Rate" shall mean the rate designated as such in the Loan
---------------
Agreement.
"Controlled Accumulation Amount" shall mean one-twelfth of the Class A
------------------------------
Initial Invested Amount; provided, however, that if the Accumulation Period
-------- -------
Length is determined to be less than 12 months pursuant to Section 4.14 of the
Agreement, the Controlled Accumulation Amount shall mean the amount determined
in accordance with such Section.
"Controlled Accumulation Date" shall mean the first day of the Due
----------------------------
Period relating to the April 2001 Distribution Date or such later date as is
determined in accordance with Section 4.14 of the Agreement.
"Controlled Deposit Amount" shall mean, with respect to any
-------------------------
Distribution Date relating to the Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount and any existing Deficit Controlled
Accumulation Amount.
"Conversion Deposit" shall have the meaning specified in subsection
------------------
4.11(e) of the Agreement.
"Conversion Event" shall mean any event that the Seller, in its sole
----------------
discretion, shall determine makes it advisable that the Collateral Invested
Amount no longer be Enhancement.
"Covered Amount" shall mean an amount, determined as of each
--------------
Distribution Date with respect to any Interest Period, equal to the product of
(i) a fraction, the numera
8
<PAGE>
tor of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Certificate Rate in effect
-----
with respect to such Interest Period, times (iii) the Principal Funding Account
-----
Balance as of the Record Date preceding such Distribution Date.
"Deficit Controlled Accumulation Amount" shall mean, on the first
--------------------------------------
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Accumulation Amount over the amount of Class A Monthly
Principal for such Distribution Date and, on each subsequent Distribution Date
with respect to the Accumulation Period, the excess, if any, of the Controlled
Deposit Amount over the amount of Class A Monthly Principal for such
Distribution Date.
"Eligible Institution" shall have the meaning specified in Section
--------------------
1.01 of the Agreement, except that the reference therein to "First Chicago"
shall instead be to "the Servicer."
"Enhancement" shall mean the Cash Collateral Account and the
-----------
Collateral Invested Amount.
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"Enhancement Surplus" shall mean, with respect to any Distribution
-------------------
Date, the amount by which the Collateral Invested Amount may be reduced on such
Distribution Date so that the sum of (i) the Adjusted Available Cash Collateral
Amount (after giving effect to any deposits pursuant to subsection 4.09(f) for
such Distribution Date), (ii) the Collateral Invested Amount (after giving
effect to any reductions thereof on such Distribution Date pursuant to Section
4.08 of the Agreement) as reduced by such Enhancement Surplus and (iii) the
Optional Deposit for such Distribution Date, if any, equals the Required
Enhancement Amount (computed as if the Collateral Invested Amount was reduced
by such Enhancement Surplus and subject to the proviso contained in the
definition of Required Enhancement Amount).
Algebraically, if the Required Enhancement Amount for the Distribution
Date is computed pursuant to clause (i) of the definition thereof, the
Enhancement Surplus shall be represented as:
0.135(AIA + (CIA-X)) = ACCA + (CIA-X)
9
<PAGE>
where,
X = the Enhancement Surplus;
AIA = the Class A Adjusted Invested Amount at the end of such
Distribution Date;
ACCA = the Adjusted Available Cash Collateral Amount (after giving
effect to any deposit pursuant to subsection 4.09(f) or Optional
Deposit on such Distribution Date); and
CIA = the Collateral Invested Amount on such Dis tribution Date (after
giving effect to any reductions thereof pursuant to Section
4.08).
Algebraically, if the Required Enhancement Amount for the Distribution
Date is computed pursuant to clause (ii) of the definition thereof, the
Enhancement Surplus shall be represented as:
$8,571,429+ 2($8,571,429 - ACCA) = ACCA + (CIA-X)
where,
X = the Enhancement Surplus;
ACCA = the Adjusted Available Cash Collateral Amount (after giving
effect to any deposit pursuant to Section 4.09(f) or Optional
Deposit on such Distribution Date); and
CIA = the Collateral Invested Amount on such Distribution Date (after
giving effect to any reductions thereof pursuant to Section
4.08).
"Excess Finance Charge Collections" shall have the meaning specified
---------------------------------
in subsection 4.04(c) of the Agreement.
"Excess Principal Collections" shall have the meaning specified in
----------------------------
subsection 4.05(c) of the Agreement.
"Excess Principal Funding Investment Proceeds" shall mean, with
--------------------------------------------
respect to each Distribution Date, the amount, if any, by which the Principal
Funding Investment Proceeds for such Distribution Date exceed the Covered Amount
determined for such Distribution Date.
10
<PAGE>
"Excess Spread" shall mean, with respect to any Distribution Date, the
-------------
sum of the amounts, if any, specified in subsections 4.07(a)(iv) and 4.07(b).
"Expected Monthly Principal" shall mean, for a Due Period, an amount
--------------------------
equal to the product of (a) the lowest of the monthly principal payment rates
(determined by dividing Collections of Principal Receivables with respect to a
Due Period by the amount of Aggregate Principal Receivables as of the last day
of the immediately preceding Due Period), expressed as a decimal, for the 12 Due
Periods immediately preceding the Determination Date with respect to the March
2001 Distribution Date (including the Due Period related to the March 2001
Distribution Date)(or such lower principal payment rate as the Servicer may
select) and (b) the sum of the initial invested amounts (as defined in the
respective related Supplements) of all then outstanding Series.
"Fixed Allocation Percentage" shall mean, with respect to any
---------------------------
Distribution Date relating to the Accumulation Period or any Rapid
Amortization Period, the percentage equivalent of a fraction, the numerator of
which is the Invested Amount as of the end of the day on the last Distribution
Date relating to the Revolving Period and the denominator of which is the
greater of (a) Aggregate Principal Receivables for the Due Period related to the
current Distribution Date and (b) the sum of the numerators used to calculate
the Invested Percentages with respect to Principal Receivables for all Series of
investor certificates outstanding for the current Distribution Date.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Invested Amount for such Distribution Date, and the
denominator of which is Aggregate Principal Receivables for the Due Period
related to such Distribution Date.
"Initial Invested Amount" shall mean the sum of the Class A Initial
-----------------------
Invested Amount and the Collateral Initial Invested Amount.
"Interchange" shall mean the interchange fees payable to the Seller,
-----------
in its capacity as credit card issuer, through VISA USA, Inc. and MasterCard
International Incorporated in connection with cardholder charges for goods and
services.
11
<PAGE>
"Interchange Amount" shall mean, for any Distribution Date, the
------------------
amount of Interchange paid or payable to the Seller with respect to the second
calendar month preceding the month in which the Distribution Date occurs
multiplied by a fraction the numerator of which is the aggregate amount of
cardholder sales charges for goods and services in the Accounts with respect to
the second preceding Due Period and the denominator of which is the aggregate
amount of cardholder charges for goods and services in all the "MasterCard"
and "VISA" consumer revolving credit card accounts of the Seller with respect
to such second preceding Due Period.
"Interchange Monthly Servicing Fee" shall have the meaning specified
---------------------------------
in subsection 4.12(b) of the Agreement.
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date to but excluding such Distribution Date; provided, however,
-------- -------
that the first Interest Period shall be the period from and including the
Closing Date to but excluding May 17, 1999.
"Invested Amount" shall mean, with respect to any date of
---------------
determination, an amount equal to the sum of (a) the Class A Invested Amount and
(b) the Collateral Invested Amount.
"Invested Percentage" shall mean, on any date of determination with
-------------------
respect to any Distribution Date: (a) when used with respect to Principal
Receivables during the Accumulation Period or the Rapid Amortization Period, the
Fixed Allocation Percentage; and (b) when used with respect to Principal
Receivables during the Revolving Period and Finance Charge Receivables and
Defaulted Receivables at any time, the Floating Allocation Percentage.
"Investor Default Amount" shall mean, with respect to each
-----------------------
Distribution Date, an amount equal to the product of the Defaulted Amount for
such Distribution Date and the Invested Percentage applicable for such
Distribution Date.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month deposits of Dollars determined by the Servicer for
such Interest Period in accordance with the provisions of Section 4.13 of the
Agreement.
12
<PAGE>
"LIBOR Determination Date" shall mean March 19, 1999, for the period
------------------------
beginning on and including the Closing Date and ending on and excluding April
15, 1999; April 13, 1999, for the period beginning on and including April 15,
1999 and ending on and excluding May 17, 1999; and the second London Business
Day prior to the commencement of each subsequent Interest Period.
"Loan Agreement" shall mean the Loan Agreement among the Seller, the
--------------
Servicer, the Trustee and the Collateral Interest Holder, dated the Closing
Date, as amended, supplemented or otherwise modified from time to time in
accordance with its terms.
"London Business Day" shall mean any Business Day other than a
-------------------
Business Day on which banking institutions in London, England dealing in
deposits in United States Dollars are authorized or obligated by law or
executive order to be closed.
"Monthly Servicing Fee" shall mean the share of the Servicing Fee
---------------------
allocable to the Series 1999-W Certificates with respect to any Distribution
Date, which shall be equal to one-twelfth of the product of (a) the Servicing
Fee Percentage and (b) the Adjusted Invested Amount on the prior Distribution
Date after giving effect to any payment or deposit of principal on such prior
Distribution Date (or, in the case of the first Distribution Date, the Initial
Invested Amount).
"Optional Deposit" shall have the meaning specified in subsection
----------------
4.11(d) of the Agreement.
"Payment Date" shall mean any Distribution Date, commencing May 17,
------------
1999, and the Termination Payment Date.
"Portfolio Yield" shall mean, with respect to any Due Period, the
---------------
annualized percentage equivalent of a fraction the numerator of which is equal
to (a) the Floating Allocation Percentage of the Collections of Finance Charge
Receivables (including Interchange) during such Due Period, calculated on a cash
basis, plus (b) Principal Funding Investment Proceeds for such Due Period, plus
---- ----
(c) the amount, if any, withdrawn from the Reserve Account and included in Class
A Available Funds for the Distribution Date relating to such Due Period, minus
-----
(d) the Investor Default Amount for such Due Period, and the denominator of
which is the Invested Amount for the Distribution Date related to such Due
Period.
13
<PAGE>
"Principal Funding Account" shall have the meaning specified in
-------------------------
subsection 4.15(a) of the Agreement.
"Principal Funding Account Balance" shall mean, with respect to any
---------------------------------
date of determination, the principal amount, if any, on deposit in the Principal
Funding Account on such date of determination as provided in Section 4.15(d).
"Principal Funding Investment Proceeds" shall mean, with respect to
-------------------------------------
each Distribution Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) for the period from and
including the Transfer Date relating to the immediately preceding Distribution
Date to but excluding the Transfer Date relating to such Distribution Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
--------------------------------------
each Distribution Date relating to the Accumulation Period or the first
Distribution Date with respect to the Rapid Amortization Period, the amount, if
any, by which the Principal Funding Investment Proceeds for such Distribution
Date are less than the Covered Amount determined for such Distribution Date.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.03 of the Agreement.
"Rapid Amortization Period" shall mean, with respect to the Series
-------------------------
1999-W Certificates, a period beginning on the first day of the Due Period in
which a Liquidation Event is deemed to occur and continuing to and including the
earlier of (a) the date on which the Invested Amount is paid in full or (b) the
Series Termination Date.
"Rating Agency" shall mean, with respect to Series 1999-W, the rating
-------------
agency or agencies rating any Class of the Series 1999-W Certificates at the
request of the Seller, including Moody's, Standard & Poor's and Fitch IBCA, Inc.
"Rating Agency Condition" shall mean the notification in writing by
-----------------------
each Rating Agency to the Seller, the Servicer and the Trustee that an action
will not result in such Rating Agency reducing or withdrawing its then existing
rating of the Investor Certificates of any outstanding Series or Class of a
Series with respect to which it is a Rating Agency.
14
<PAGE>
"Reallocated Principal Collections" shall mean, with respect to any
---------------------------------
Due Period, the Collateral Principal Percentage of the Invested Percentage of
Collections of Principal Receivables but only to the extent that such
Collections of Principal Receivables are actually distributed pursuant to
subsection 4.10(a) of the Agreement.
"Record Date" shall mean, with respect to any Distribution Date, the
-----------
last day of the calendar month immediately preceding such Distribution Date.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Servicer and identified in an Officer's Certificate
delivered to the Trustee on the Closing Date or in any subsequent Officer's
Certificate delivered no later than one Business Day prior to the then current
LIBOR Determination Date.
"Required Cash Collateral Amount" shall mean, with respect to any
-------------------------------
Distribution Date, the Required Enhancement Amount, minus the Collateral
-----
Invested Amount after giving effect to all reductions of the Collateral Invested
Amount with respect to such Distribution Date pursuant to Section 4.08 and any
reductions of the Collateral Invested Amount with respect to such Distribution
Date pursuant to Section 4.07 other than as a result of any Enhancement Surplus
due to any Optional Deposit.
"Required Enhancement Amount" shall mean, with respect to any
---------------------------
Distribution Date, the greater of (i) the product of (a) the Adjusted Invested
Amount as of such Distribution Date after taking into account all
distributions and reductions to be made on such Distribution Date, and (b)13.5%
and (ii) the sum of (A) $8,571,429 and (B) the product of (I) two and (II) the
excess, if any, of $8,571,429 over the Adjusted Available Cash Collateral
Amount; provided, however, that (i) if there are any withdrawals from the Cash
-------- -------
Collateral Account pursuant to Section 4.06 of the Agreement or any reductions
in the Collateral Invested Amount pursuant to clause (b) of the definition of
such amount, or a Liquidation Event occurs with respect to the Series 1999-W
Certificates, then the Required Enhancement Amount for any Distribution Date
shall equal the Required Enhancement Amount on the Distribution Date
immediately preceding such withdrawal, reduction or Liquidation Event, (ii) in
no event shall the Required Enhancement Amount exceed the Class A Adjusted
Invested Amount on any such Distribution Date, and (iii) the Required
Enhancement Amount may be reduced without the consent of the Class A
15
<PAGE>
Certificateholders or the Collateral Interest Holder, if the Seller shall have
received written notice from each Rating Agency (with a copy delivered to the
Trustee) that such reduction will not result in the reduction or withdrawal of
the then current rating of any Class of Series 1999-W Certificates rated by
such Rating Agency and the Seller shall have delivered to the Trustee an
Officer's Certificate to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such reduction
will not cause a Liquidation Event or an event that, after the giving of notice
or the lapse of time, would constitute a Liquidation Event, to occur with
respect to the Series 1999-W Certificates.
"Required Reserve Account Amount" shall mean, with respect to any
-------------------------------
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.25% of the Class A Invested Amount or (b) any other amount designated
by the Seller; provided, however, that if such designation is of a lesser
-------- -------
amount, the Seller shall (i) provide the Servicer, the Collateral Interest
Holder and the Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Trustee an Officers' Certificate to the
effect that, based on the facts known to such officers at such time, in the
reasonable belief of the Seller, such designation will not cause a Liquidation
Event or an event that, after the giving of notice or the lapse of time, would
cause a Liquidation Event to occur with respect to Series 1999-W.
"Reserve Account" shall have the meaning specified in subsection
---------------
4.16(a) of the Agreement.
"Reserve Account Funding Date" shall mean the January 2001
----------------------------
Distribution Date.
"Reserve Account Surplus" shall mean, as of any Distribution Date
-----------------------
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.16(c).
"Revolving Period" shall mean, with respect to the Series 1999-W
----------------
Certificates, the period from and including the Closing Date up to and including
the day prior to the
16
<PAGE>
day on which the Accumulation Period or, if earlier, the Rapid Amortization
Period commences.
"Series J Certificates" or "Series 1994-J" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1994-J.
"Series K Certificates" or "Series 1994-K" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1994-K.
"Series L Certificates" or "Series 1994-L" shall mean the 7.15% Credit
--------------------- -------------
Card Certificates Series 1994-L.
"Series M Certificates" or "Series 1995-M" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-M.
"Series N Certificates" or "Series 1995-N" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-N.
"Series O Certificates" or "Series 1995-O" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-O.
"Series P Certificates" or "Series 1995-P" shall mean the Floating
--------------------- -------------
Rate Credit Card Certificates Series 1995-P.
"Series Q Certificates" or "Series 1996-Q" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1996-Q.
"Series R Certificates" or "Series 1996-R" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1996-R.
"Series S Certificates" or "Series 1996-S" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1996-S.
"Series T Certificates" or "Series 1997-T" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1997-T.
"Series U Certificates" or "Series 1997-U" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1997-U.
17
<PAGE>
"Series V Certificates" or "Series 1998-V" shall mean the Floating
--------------------- -------------
Rate Asset Backed Certificates Series 1998-V.
"Series 1999-W Certificateholder" shall mean the Holder of record of a
-------------------------------
Class A Certificate or the Collateral Interest Holder.
"Series 1999-W Certificateholders' Interest" shall have the meaning
------------------------------------------
specified in Section 4.02 of the Agreement.
"Series Termination Date" shall mean the March 2004 Distribution Date.
-----------------------
"Servicing Fee Percentage" shall mean 0.75% per annum.
------------------------
"Shortfall Amount" shall have the meaning specified in Section 4.04
----------------
of the Agreement.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
such page on such service for the purpose of displaying comparable rates or
prices).
"Termination Payment Date" shall mean the earlier of (a) the
------------------------
Distribution Date on which final payment has been made on the Series 1999-W
Certificates and (b) the Series Termination Date.
"Variable Accumulation Series" shall mean each then outstanding
----------------------------
Series, other than Series 1999-W, for which, pursuant to the terms of the
related Supplement, the commencement date of its accumulation period or
amortization period may be changed.
"Withdrawal Amount" shall mean, with respect to the Class A
-----------------
Certificates, and with respect to any Distribution Date, the lesser of (a) the
Class A Required Amount calculated for such Distribution Date and (b) the
Available Cash Collateral Amount calculated for such Distribution Date.
SECTION 3. Minimum First Chicago Interest Percentage and Minimum
------------------------------------------------------
Aggregate Principal Receivables. The Minimum First Chicago Interest Percentage
- -------------------------------
applicable to the Series 1999-W Certificates shall be 7% (unless (a) the Rating
Agencies confirm in writing that a lower percentage will not cause a reduction
or withdrawal of the then rating of
18
<PAGE>
any Class of Series 1999-W Certificates and (b) the Seller receives an Opinion
of Counsel that such reduction will not adversely affect the Federal income tax
characterization of the Series 1999-W Certificates or any other outstanding
investor certificates, or be treated as an exchange within the meaning of
Section 1001 of the Code). The Minimum Aggregate Principal Receivables shall be
the sum of (i) the Initial Invested Amount and (ii) the initial invested amounts
of all other Series then outstanding or, if any Series calculates the invested
percentage with respect to Principal Receivables by means of a numerator based
other than on the initial invested amount of such Series, then at least equal to
the sum of the initial invested amount of each Series then outstanding which
calculates such invested percentage on the basis of initial invested amount
plus, for each other Series then outstanding, the then current numerator used
to calculate the invested percentage with respect to Principal Receivables for
such Series.
SECTION 4. Reassignment and Transfer Terms. The Series 1999-W
-------------------------------
Certificates may be reassigned and transferred to the Seller on any Distribution
Date in the Accumulation Period or the Rapid Amortization Period on or after the
Invested Amount is reduced to an amount less than or equal to 5% of the Initial
Invested Amount in accordance with the terms specified in subsection 12.02(a) of
the Agreement, subject to any limitation specified in the Loan Agreement. The
repurchase price of any such repurchase shall be equal to the Adjusted Invested
Amount plus accrued and unpaid interest on the Series 1999-W Certificates
through the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Series 1999-W Certificates.
-------------------------------------------------------
The Trustee shall deliver the Class A Certificates when authenticated in
accordance with Section 6.02 of the Agreement. The Collateral Interest shall be
acquired in accordance with the Loan Agreement.
SECTION 6. Form of Delivery of the Series 1999-W Certificates. The
--------------------------------------------------
Class A Certificates shall be delivered as Book Entry Certificates as provided
in Section 6.01 of the Agreement. The Collateral Interest shall be delivered in
uncertificated form as provided in the Loan Agreement.
SECTION 7. Article IV of Agreement. Any provision of Article IV of
-----------------------
the Agreement which distributes Collections to the Seller on the basis of the
Seller's Percentage shall continue to apply irrespective of the issuance of
the Series 1999-W Certificates. With respect to the Series
19
<PAGE>
1999-W Certificates, Article IV of the Agreement (except for Section 4.01
thereof) shall read as follows:
ARTICLE IV
RIGHTS OF Certificateholders AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.02 Rights of Series 1999-W Certificate holders. The
-------------------------------------------
Investor Certificates of Series 1999-W shall represent fractional Undivided
Interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement, (a)
the related Invested Percentage of Collections received with respect to the
Receivables (including the Interchange Amount allocable to the Series 1999-W
Certificateholders), (b) funds on deposit in the Collection Account, (c) funds
on deposit in the Cash Collateral Account, (d) funds on deposit in the
Principal Funding Account and (e) funds on deposit in the Reserve Account (the
"Series 1999-W Certificateholders' Interest"). The Exchangeable Seller's
Certificate and any other Series of investor certificates outstanding shall
represent fractional Undivided Interests in the Trust Assets not allocated
pursuant to this Agreement to the Series 1999-W Certificateholders' Interest,
including the right to receive Collections with respect to the Receivables and
other amounts at the times and in the amounts specified in this Article IV to be
paid to the Holder of the Exchangeable Seller's Certificate; provided, however,
-------- -------
such interests shall not represent any interest in the Cash Collateral Account,
the Principal Funding Account or the Reserve Account or funds on deposit
therein.
Section 4.03 Collections and Allocations.
---------------------------
(a) Collections. The Trustee will apply or will instruct the
-----------
Servicer to apply all funds on deposit in the Collection Account as described in
this Article IV.
(b) Payments to the Holder of the Exchangeable Seller's Certificate.
---------------------------------------------------------------
On each Determination Date preceding a Distribution Date, the Servicer shall
determine whether a Liquidation Event is deemed to have occurred in the Due
Period relating to such Determination Date with respect to the Series 1999-W
Certificates, and the Servicer shall allocate Collections with respect to the
Due Period
20
<PAGE>
for such Distribution Date to the Holder of the Exchangeable Seller's
Certificate as follows:
(i) for Determination Dates with respect to the Revolving
Period, in addition to amounts allocated to the Holder of the Exchange
able Seller's Certificate pursuant to subsection 4.01(d) of the Agreement,
an amount equal to the Invested Percentage for the Distribution Date of the
aggregate amount of such Collections in respect of Principal Receivables,
but not exceeding the First Chicago Amount (determined as of such
Determination Date after giving effect to any Principal Receivables
transferred to the Trust for the Due Period relating to such Determination
Date), and excluding any such Collections to be applied as Collateral
Monthly Principal pursuant to Section 4.07 and any Reallocated Principal
Collections;
(ii) for Determination Dates with respect to the Accumulation
Period, an amount equal to the excess of the Invested Percentage for the
Distribution Date of the aggregate amount of such Collections in respect of
Principal Receivables over the related Controlled Deposit Amount, but not
exceeding the First Chicago Amount (determined as of such Determination
Date after giving effect to any Principal Receivables transferred to the
Trust for the Due Period relating to such Determination Date), and
excluding any such Collections to be applied as Collateral Monthly
Principal pursuant to Section 4.07 and any Reallocated Principal
Collections; and
(iii) for Determination Dates with respect to any Rapid
Amortization Period, the amount of payments made to the Holder of the
Exchangeable Seller's Certificate shall be determined only as provided in
subsection 4.01(d) of the Agreement;
provided, however, that in the event that principal shall be payable to or for
- -------- -------
the benefit of other Series on such Distribution Date, and amounts allocable
to such Series are not sufficient to make the maximum principal payment which
could be made under the terms of the applicable Supplement to the
certificateholders of such Series for such Distribution Date (such deficiencies,
"Principal Shortfalls"), amounts other-
21
<PAGE>
wise allocable to the Holder of the Exchangeable Seller's Certificate pursuant
to this subsection 4.03(b) shall in stead be paid to or for the benefit of such
other Series on a pro rata basis (based on the numerator used in calculating the
invested percentage of Collections of Principal Receivables for such Series) if
such other Series provide for the sharing of Collections of Principal
Receivables to pay Principal Shortfalls.
The allocations to be made pursuant to this Section 4.03 also apply to
deposits into the Collection Account that are treated as Collections, including
Transfer Deposit Amounts, Excess Finance Charge Collections, Adjustment
Payments, proceeds from the sale, disposition or liquidation of the Receivables
pursuant to Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and Section 4
of this Series Supplement and the Interchange Amount allocable to the Series
1999-W Certificateholders. Such deposits to be treated as Collections will be
allocated as Finance Charge Receivables or Principal Receivables as indicated in
the Agreement. For purposes of this Series Supplement, the Interchange Amount
shall be treated as Finance Charge Receivables, except that a portion of the
Interchange Amount shall be available solely to pay the Servicer the Interchange
Monthly Servicing Fee pursuant to subsection 4.12(b) of the Agreement.
Section 4.04 Determination of Monthly Interest for the Series 1999-W
-------------------------------------------------------
Certificates. (a) The amount of monthly interest ("Class A Monthly Interest")
- ------------
distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date commencing with the May 1999 Distribution
Date shall be an amount equal to the product of (i)(A) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (B) the Class A Certificate Rate in effect
with respect to the related Interest Period, and (ii) the Class A Invested
Amount determined as of the Record Date preceding such Distribution Date (or in
the case of the April 1999 Distribution Date, the Class A Initial Invested
Amount); provided, however, that Class A Monthly Interest for the May 1999
-------- -------
Distribution Date shall be the sum of the amounts calculated pursuant to clauses
(i) and (ii) above for the period from and including the Closing Date to but
excluding the April 1999 Distribution Date and for the period from and including
the April 1999 Distribution Date to but excluding the May 1999 Distribution
Date.
22
<PAGE>
On each Determination Date preceding a Distribution Date, commencing
with the May 1999 Distribution Date, the Servicer shall determine the amount
(the "Class A Interest Shortfall Amount"), if any, of the excess of Class A
Monthly Interest over the amount that will be on deposit in the Collection
----
Account on such Distribution Date and available for payment of Class A Monthly
Interest. An additional amount ("Class A Additional Interest") shall be pay
able as provided herein with respect to Class A Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class A Interest Shortfall Amount is paid in
full, in an amount equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (B) the Class A Certificate Rate in effect
with respect to the related Interest Period plus 2% per annum and (ii) the
unpaid portion of such Class A Interest Shortfall Amount.
(b) The amount of monthly interest ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Interest on any Distribution Date commencing with the May 1999 Distribution
Date shall be an amount equal to the product of (i)(A) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (B) the Collateral Rate in effect with
respect to the related Interest Period and (ii) the Collateral Invested Amount
determined as of the Record Date preceding such Distribution Date (or in the
case of the April 1999 Distribution Date, the Collateral Initial Invested
Amount); provided, however, that Collateral Monthly Interest for the May 1999
-------- -------
Distribution Date shall be the sum of the amounts calculated pursuant to clauses
(i) and (ii) above for the period from and including the Closing Date to but
excluding the April 1999 Distribution Date and for the period from and
including the April 1999 Distribution Date to but excluding the May 1999
Distribution Date.
On each Determination Date preceding a Dis tribution Date, commencing
with the May 1999 Distribution Date, the Servicer shall determine the amount
(the "Collateral Interest Shortfall Amount"), if any, of the excess of
Collateral Monthly Interest over the amount that will be on deposit in the
----
Collection Account on such Distribution Date and available for payment of
Collateral Monthly Interest. An additional amount ("Collateral Additional
Interest") shall be payable as provided herein with respect to the Collateral
Interest on each Distribution Date following such
23
<PAGE>
Distribution Date, to and including the Distribution Date on which such
Collateral Interest Shortfall Amount is paid in full, in an amount equal to the
product of (i)(A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Collateral Rate in effect with respect to the related Interest Period
and (ii) the unpaid portion of such Collateral Interest Shortfall Amount.
(c) Collections of Finance Charge Receivables allocable to any
Series issued on or after May 25, 1994 (including, but not limited to, the
Series J Certificates, the Series K Certificates, the Series L Certificates,
the Series M Certificates, the Series N Certificates, the Series O Certificates,
the Series P Certificates, the Series Q Certificates, the Series R Certificates,
the Series S Certificates, the Series T Certificates, the Series U
Certificates and the Series V Certificates) and the proceeds thereof that would
otherwise be payable to the Seller (whether pursuant to the Supplement relating
to such Series or an agreement relating to the Enhancement for such Series),
excluding any payments made to the Seller in its capacity as Servicer or any
payments made with respect to the Investor Default Amount, shall, unless the
Supplement with respect to any such Series specifies otherwise, be payable on
each Distribution Date on a pro rata basis (based on the numerator used in
calculating the invested percentage of Collections of Finance Charge
Receivables) to or for the benefit of other Series issued on or after May 25,
1994 (including, but not limited to, the Series J Certificates, the Series K
Certificates, the Series L Certificates, the Series M Certificates, the Series N
Certificates, the Series O Certificates, the Series P Certificates, the Series Q
Certificates, the Series R Certificates, the Series S Cer tificates, the Series
T Certificates, the Series U Certificates and Series V Certificates)
experiencing shortfalls in amounts payable from Collections of Finance Charge
Receivables allocable to such other Series as provided for pursuant to the
Supplement for any such Series, so long as the Supplement for any such other
Series permits and provides for the payment of such excess Collections of
Finance Charge Receivables and the proceeds thereof ("Excess Finance Charge
Collections") to such Series. The shortfall payable from Excess Finance Charge
Collections allocable to the Series 1999-W Certificates for any Distribution
Date (the "Shortfall Amount") shall equal the amount by which the sum of (i)
the Class A Monthly Interest, (ii) any Class A Monthly Interest previously due
but not paid to the Class A Certificateholders, (iii) any Class A Additional
Interest,
24
<PAGE>
(iv) the Class A Investor Default Amount, (v) to the extent payable to a
Successor Servicer that is not an Affiliate of the Seller, the Monthly Servicing
Fee, (vi) any unreimbursed Class A Investor Charge-Offs, (vii) the Collateral
Monthly Interest, (viii) any Collateral Monthly Interest previously due but not
paid to the Collateral Interest Holder, (ix) any Collateral Additional Interest,
(x) the Collateral Default Amount and (xi) the amounts, if any, payable pursuant
to subsections 4.09(e), 4.09(f), 4.09(g) and 4.09(h), exceeds the Floating
Allocation Percentage of Collections in respect of Finance Charge Receivables
allocable to the Series 1999-W Certificates. Such Excess Finance Charge
Collections shall be available only to pay the amounts referred to in clauses
(i) through (xi) above.
The Seller hereby directs the Servicer to direct the Trustee to
deposit any amounts payable to FCCNB pursuant to Section 2.11 of the Loan
Agreement with respect to any Distribution Date, to the extent such amounts
constitute Excess Finance Charge Collections for other Series, into the
Collection Account for payment on such Distribution Date.
Section 4.05 Determination of Monthly Principal for the Series 1999-W
--------------------------------------------------------
Certificates. (a) The amount of monthly principal ("Class A Monthly
- ------------
Principal") distributable from the Collection Account with respect to the
Class A Certificates on each Distribution Date beginning with the earlier to
occur of (i) the first Distribution Date to occur with respect to the Rapid
Amortization Period and (ii) the first Distribution Date to occur with respect
to the Accumulation Period shall be equal to Class A Available Principal
Collections; provided, however, that for each Distribution Date with respect to
-------- -------
the Accumulation Period (unless and until a Liquidation Event is deemed to have
occurred), Class A Monthly Principal shall not exceed the Controlled Deposit
Amount for such Distribution Date; provided, further, that with respect to any
-------- -------
Distribution Date, Class A Monthly Principal shall not exceed the Class A
Adjusted Invested Amount.
(b) The amount of monthly principal ("Collateral Monthly
Principal") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date beginning with the May 1999
Distribution Date shall be equal to an amount calculated as follows:
(i) on any Distribution Date prior to the Distribution Date on
which the Class A Invested Amount is paid in full, the lesser of (A)
25
<PAGE>
the sum of (x) Collateral Principal Collections with respect to such
Distribution Date not applied to Class A Monthly Principal on such
Distribution Date and (y) Class A Available Principal Collections not
applied to Class A Monthly Principal on such Distribution Date and (B) the
Enhancement Surplus on such Distribution Date (including any Enhancement
Surplus which will result from the transfer of funds to the Cash Collateral
Account pursuant to Section 2.11(d) of the Loan Agreement and subsection
4.11(d) of the Agreement); and
(ii) on and after the Distribution Date on which the Class A
Invested Amount is paid in full, the sum of (A) Collateral Principal
Collections with respect to such Distribution Date not applied to Class A
Monthly Principal on such Distribution Date and (B) Class A Available Prin
cipal Collections not applied to Class A Monthly Principal on such
Distribution Date;
(iii) notwithstanding the foregoing subsections (i) and (ii)
of this subsection 4.05(b), on any Distribution Date prior to the
commencement of a Rapid Amortization Period and after the determination by
the Seller to make a Conversion Deposit pursuant to, and in accordance
with, subsection 4.11(e), the sum of (A) Collateral Principal Collections
with respect to such Distribution Date not applied to Class A Monthly
Principal on such Distribution Date and (B) Class A Available Principal
Collections not applied to Class A Monthly Principal on such Distribution
Date;
provided, however, that with respect to any Distribution Date, Collateral
- -------- -------
Monthly Principal shall not exceed the Collateral Invested Amount.
(c) Collections of Principal Receivables allocable to a Series (other
than any Series which specifically prohibits sharing of Excess Principal
Collections) with respect to any Distribution Date but not payable to or for the
benefit of such Series on such Distribution Date ("Excess Principal
Collections") shall be payable on such Distribution Date on a pro rata basis
(based on the numerator used in calculating the invested percentage of
Collections of Principal Receivables) to or for the benefit of other Series
experiencing a Principal Shortfall for such
26
<PAGE>
Distribution Date, provided that the Supplement for such other Series permits
the payment of Excess Principal Collec tions to such Series.
Section 4.06 Coverage of Required Amount for the Class A
-------------------------------------------
Certificates. (a) On each Determination Date, the Servicer shall determine the
- ------------
amount (the "Class A Required Amount"), if any, by which the sum of (i) Class A
Monthly Interest for the related Distribution Date payable with respect to the
Class A Invested Amount, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders, (iii) any Class A Additional
Interest, (iv) the Class A Investor Default Amount, if any, for such
Distribution Date and (v) to the extent payable to a Successor Servicer that
is not an Affiliate of the Seller, the Monthly Servicing Fee (the sum of (i)
through (v), the "Class A Covered Amount") exceeds the sum of (x) Class A
Available Funds for such Distribution Date which are available to pay (i)
through (v) (after taking into consideration the pro rata portion of the Monthly
Servicing Fee payable in accordance with the first proviso to subsection 4.07(a)
of the Agreement), (y) Excess Spread available pursuant to Section 4.09 of the
Agreement and (z) Excess Finance Charge Collections allocable to the Series
1999-W Certificates pursuant to subsection 4.04(c) of the Agreement (up to the
Shortfall Amount). In the event that the Class A Required Amount is greater
than zero, the Servicer shall give written notice to the Trustee of such
positive Class A Required Amount, specifying therein the amount to be withdrawn
pursuant to this subsection 4.06(a), on or after the Determination Date but
in no event later than three Business Days prior to such Distribution Date. On
the Transfer Date, the Trustee (or the Servicer on the Trustee's behalf) shall
withdraw the Withdrawal Amount from the Cash Collateral Account and immediately
deposit such amount into the Collection Account. In the event that the Class
A Required Amount exceeds the Available Cash Collateral Amount with respect to
such Distribution Date, Reallocated Principal Collections with respect to such
Distribution Date in an amount equal to such excess shall be distributed from
the Collection Account on such Distribution Date pursuant to Section 4.10.
(b) If the Servicer fails to make any payment or deposit (other
than as required by Sections 2.07, 7.04, 8.04, 9.02 (upon receipt of sale
proceeds thereunder) and 10.01 of the Agreement) required to be made by the
Servicer at the time specified in the Agreement (including applicable grace
periods), the Trustee, without instruction
27
<PAGE>
from the Servicer, shall make such payment or deposit from the Collection
Account.
If the Servicer fails to give the notice of a positive Class A
Required Amount required to be given by the Servicer pursuant to subsection
4.06(a) of the Agreement, the Trustee shall make a withdrawal from the Cash
Collateral Account in accordance with the certificate delivered pursuant to
subsection 3.04(b) of the Agreement without instruction from the Servicer. In
the event that the Servicer fails to deliver the certificate required by
subsection 3.04(b) of the Agreement, no withdrawal from the Cash Collateral
Account shall be made; provided, however, that if the Trustee, in its sole
-------- -------
discretion, is able to determine and confirm the amount of interest payable
pursuant to sub section 4.07(a)(i) of the Agreement, the Trustee shall, if
necessary after application of the funds in the Collection Account, make a
withdrawal from the Cash Collateral Account in the amount of the interest
shortfall.
The Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to comply with the
provisions of this subsection 4.06(b).
Section 4.07 Application of Class A Available Funds, Collateral
--------------------------------------------------
Available Funds, Class A Available Princi pal Collections and Collateral
- -------------------------------------------------------------------------
Principal Collections on Deposit in the Collection Account for the Series 1999-W
- --------------------------------------------------------------------------------
Certificates. The Trustee shall apply or shall cause the Servicer to apply
- ------------
(provided FCCNB is the Servicer and the Collection Account is maintained with
FNBC) or shall cause the Paying Agent, to the extent Section 6.06 of the
Agreement is applicable, to apply, on each Distribution Date, Class A Available
Funds, Collateral Available Funds, Class A Available Principal Collections and
Collateral Principal Collections on deposit in the Collection Account with
respect to such Distribution Date to make the following distributions.
(a) An amount equal to Class A Available Funds with respect to such
Distribution Date shall be dis tributed in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
----
previously due but not distributed on a prior Distribution Date, plus the
----
amount of any Class A Addi
28
<PAGE>
tional Interest for such Distribution Date, shall be distributed by the
Servicer or the Trustee to the Paying Agent for payment to the Class A
Certificateholders;
(ii) an amount equal to the Monthly Servicing Fee for such
Distribution Date shall be distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount for
such Distribution Date, if any, shall be treated as a portion of Class A
Available Principal Collections; and
(iv) the balance shall constitute Excess Spread and shall be
distributed pursuant to Section 4.09;
provided, however, in the event that there are insufficient funds (before giving
- -------- -------
effect to any Withdrawal Amount payable from the Cash Collateral Account
pursuant to Section 4.06, Excess Spread payable pursuant to Section 4.09, Excess
Finance Charge Collections allocable to the Series 1999-W Certificates
pursuant to subsection 4.04(c) or any Reallocated Principal Collections
available pursuant to subsection 4.10(a)) to pay in full the amounts
distributable pursuant to subsections 4.07(a)(i), 4.07(a)(ii) and 4.07(a)(iii),
such amounts shall be paid, to the extent of such funds, on a pro rata basis.
(b) An amount equal to Collateral Available Funds with respect to
such Distribution Date shall consti tute Excess Spread and shall be distributed
pursuant to Section 4.09
(c) On each Distribution Date with respect to the Revolving Period,
an amount equal to Class A Avail able Principal Collections, to the extent not
allocated in accordance with subsection 4.05(b), shall be applied as set forth
in subsection 4.03(b).
(d) On each Distribution Date with respect to the Revolving Period,
an amount equal to Collateral Principal Collections for the related Due Period
plus any amount of Class A Available Principal Collections available therefor
in accordance with subsection 4.05(b) shall be distributed and applied in the
following priority:
29
<PAGE>
(i) an amount equal to Collateral Monthly Principal for such
Distribution Date shall be applied in accordance with the Loan Agreement
or, if a Conversion Event shall have occurred, deposited in the Cash
Collateral Account pursuant to subsection 4.11(e); and
(ii) the balance shall be treated as a portion of Class A
Available Principal Col lections for such Distribution Date.
(e) On each Distribution Date with respect to the Accumulation Period
or the Rapid Amortization Period, an amount equal to the Class A Available
Principal Collections for the related Due Period shall be distributed and
applied in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date shall be (x) during the Accumulation Period, deposited
into the Principal Funding Account to be distrib uted by the Servicer or
the Trustee to the Paying Agent for payment to Class A Certificateholders
on the earlier of the Class A Scheduled Payment Date or the first
Distribution Date with respect to the Rapid Amortization Period and (y)
during the Rapid Amortization Period, distributed by the Servicer or the
Trustee to the Paying Agent for payment to the Class A Certificateholders;
and
(ii) the balance shall be included in Collateral Monthly
Principal to the extent permitted in accordance with subsection 4.05(b).
(f) On each Distribution Date with respect to the Accumulation
Period, an amount equal to Collateral Principal Collections for the related Due
Period plus any amount of Class A Available Principal Collections included in
Collateral Monthly Principal pursuant to subsection 4.07(e)(ii) shall be
distributed and applied in the following priority:
(i) an amount equal to Collateral Monthly Principal for such
Distribution Date shall be applied in accordance with the Loan Agreement
or, if a Conversion Event shall have occurred, deposited in the Cash
Collateral Account pursuant to subsection 4.11(e); and
30
<PAGE>
(ii) the balance shall be treated as a portion of Class A
Available Principal Collections for such Distribution Date.
(g) On each Distribution Date with respect to the Rapid Amortization
Period, an amount equal to Collateral Principal Collections for the related Due
Period shall be treated as a portion of Class A Available Principal Collections
for such Distribution Date.
(h) The distributions to be made pursuant to this Section 4.07 are
subject to the provisions of Sections 2.07, 4.08, 9.02, 10.01, 12.01 and 12.02
of the Agreement and Section 4 of this Series Supplement.
Section 4.08 Investor Charge-Offs. (a) On each Distribution Date,
--------------------
the Servicer shall calculate the Class A Investor Default Amount, if any, for
such Distribution Date. If on any Distribution Date, the Class A Investor
Default Amount exceeds the Available Cash Collateral Amount and the amount of
Reallocated Principal Collections with respect to such Due Period available
therefor, then the Collateral Invested Amount (after giving effect to any
reductions pursuant to subsections (b) and (c) below) shall be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero and the Class A Invested Amount shall be reduced
by the amount by which the Collateral Invested Amount would have been reduced
below zero, but not by more than the Class A Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). Class A Investor Charge-
Offs shall thereafter be reimbursed and the Class A Invested Amount increased
(but not by an amount in excess of the aggregate Class A Investor Charge-Offs)
on any Distribution Date by the amount of Excess Spread available for such
purpose pursuant to Section 4.09.
(b) If, on any Distribution Date, Reallocated Principal Collections
for such Distribution Date are applied pursuant to subsection 4.10(a), then the
Collateral Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections so applied.
(c) If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread available in respect thereof pursuant to
Section 4.09 on
31
<PAGE>
such Distribution Date, then the Collateral Invested Amount shall be reduced by
the amount of such excess.
Section 4.09 Excess Spread. The Trustee shall apply or shall cause
-------------
the Servicer to apply, on each Distribution Date, Excess Spread to make the
following distributions in the following priority:
(a) an amount equal to the amount by which the Class A Covered
Amount with respect to such Distribution Date exceeds Class A Available
Funds with respect to such Distribution Date shall be distributed to fund
any such deficiency, in the order of priority of the enumerated items in
the definition of Class A Covered Amount;
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Class A Available Principal Collections for such Distribution
Date;
(c) an amount equal to Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly Interest
----
previously due but not distributed on a prior Distribution Date, plus the
----
amount of any Collateral Additional Interest for such Distribution Date,
shall be applied in accordance with the Loan Agreement;
(d) an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Collateral Principal
Collections with respect to such Distribution Date;
(e) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clause (b) of the
definition of "Collateral Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously
reimbursed pursuant to this subsection 4.09(e) or Section 2.12(b) of the
Loan Agreement) shall be applied in accordance with the Loan Agreement;
(f) an amount up to the excess, if any, of the Required Cash
Collateral Amount over the Adjusted Available Cash Collateral Amount
(without giving effect to any deposit made on such date hereunder or any
de-
32
<PAGE>
posit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into
the Cash Collateral Account;
(g) an amount equal to any unpaid portion of the Monthly
Servicing Fee for such Distribution Date, plus the amount of any Monthly
----
Servicing Fee previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer;
(h) on each Distribution Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account is
terminated as set forth in subsection 4.16(f), an amount up to the excess,
if any, of the Required Reserve Account Amount over the Available Reserve
Account Amount shall be deposited into the Reserve Account; and
(i) the balance shall be applied in accordance with the Loan
Agreement.
Section 4.10 Reallocated Principal Collections. The Trustee shall
---------------------------------
apply or shall cause the Servicer to apply on each Distribution Date, to the
extent required hereunder, the Collateral Principal Percentage of Collections of
Principal Receivables with respect to such Distribution Date, to make the
following distributions in the following priority:
(a) an amount equal to the amount by which the Class A Covered
Amount with respect to such Distribution Date exceeds the sum of (x) the
amount of Class A Available Funds, Excess Spread and Excess Finance Charge
Collections allocable to the Series 1999-W Certificates with respect to
such Distribution Date and (y) the Available Cash Collateral Amount with
respect to such Distribution Date shall be distributed by the Trustee to
fund any such deficiency in the order of priority of the enumerated items
in the definition of Class A Covered Amount; and
(b) the balance of such Reallocated Principal Collections
shall be treated as a portion of Collateral Principal Collections to be
applied in accordance with Section 4.07.
Section 4.11 Cash Collateral Account.
-----------------------
(a) Establishment of Cash Collateral Account. The Seller hereby
----------------------------------------
directs the Trustee, for the bene-
33
<PAGE>
fit of the Series 1999-W Certificateholders, to establish and maintain or cause
to be established and maintained in the name of the Trustee, on behalf of the
Series 1999-W Certificateholders, with an Eligible Institution (which initially
shall be FNBC) a segregated trust account (the "Cash Collateral Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 1999-W Certificateholders. The Seller does
hereby transfer, assign, set over and otherwise convey to the Trustee for the
benefit of the Series 1999-W Certificateholders, without recourse, all of its
right, title and interest in, to and under the Cash Collateral Account, any
Eligible Investments on deposit therein and any proceeds of the foregoing. The
Seller, to the extent of any interest it may have in the Cash Collateral
Account, Eligible Investments or other amounts on deposit therein and the
proceeds thereof, hereby grants a security interest in the Cash Collateral
Account, Eligible Investments or other amounts on deposit therein and proceeds
thereof to the Trustee for the benefit of the Series 1999-W Certificate holders,
and the parties intend that the grant contained in this subsection 4.11(a)
constitute a security agreement under the UCC to secure the obligations of the
Seller and the Trustee herein. The Trustee shall possess all right, title and
interest in all Eligible Investments or other amounts on deposit from time to
time in the Cash Collateral Account and in all proceeds thereof. The Cash
Collateral Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 1999-W Certificateholders. If, at any time, the
institution holding the Cash Collateral Account ceases to be an Eligible
Institution, the Trustee (or the Servicer on its behalf) shall within 10
Business Days (or within 5 Business Days if such institution is an Affiliate of
First Chicago) establish a new Cash Collateral Account meeting the conditions
specified above with an Eligible Institution, transfer any cash and/or any
Eligible Investments or other amounts on deposit in the Cash Collateral Account
to such new Cash Collateral Account and from the date such new Cash Collateral
Account is established, it shall be the "Cash Collateral Account." The Seller
hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit
$8,571,429 in the Cash Collateral Account on the Closing Date, and the Trustee
hereby acknowledges receipt of such deposit from the Seller. Pursuant to the
authority granted to the Servicer in subsection 3.01(b), the Servicer shall have
the power, revocable by the Trustee, to instruct the Trustee to make withdrawals
and payments from the Cash Collateral Account for the purposes of carrying out
the Servicer's and the Trustee's duties
34
<PAGE>
hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral
Account shall be made only as provided herein.
(b) Administration of the Cash Collateral Account. Funds on deposit
---------------------------------------------
in the Cash Collateral Account shall at all times be invested by the Trustee in
Eligible Investments, which may be obligations of Affiliates of the Seller or
the Servicer and which may, with the written con sent of Standard & Poor's, be
rated A-1 instead of A-1+. The Seller shall direct the Trustee as to the
selection of such Eligible Investments. Funds on deposit in the Cash Collateral
Account for any Distribution Date, after giving effect to any deposits to or
withdrawals from the Cash Collateral Account for such Distribution Date, shall
be invested in Eligible Investments that will mature so that such funds will
be available for withdrawal on the following Transfer Date. The proceeds of any
such investments shall at all times be invested in Eligible Investments that
will mature so that such funds will be available for withdrawal on or prior to
the Transfer Date immediately following the date of such investment. The Seller
shall furnish or cause to be furnished to the Trustee a monthly statement
reporting all activity with respect to the Cash Collateral Account. The Trustee
shall maintain for the benefit of the Series 1999-W Certificateholders
possession, itself or through a bailee, of the negotiable instruments or
securities, if any, evidencing the Eligible Investments described in clause (a)
of the definition thereof from the time of purchase thereof until the time of
sale or maturity. On each Transfer Date, all interest and other investment
earnings (net of losses and investment expenses) earned during the period since
the preceding Transfer Date on funds on deposit in the Cash Collateral Account
shall be paid to, or upon the order of, the Seller. In addition, after the
occurrence of a Conversion Deposit, any Cash Collateral Account Surplus shall
be withdrawn on any Transfer Date for application in accordance with the Loan
Agreement. For purposes of determining the availability of funds or the
balances in the Cash Collateral Account for any reason under this Agreement, all
investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) Final Payment of the Series 1999-W Certificates. The Trustee
-----------------------------------------------
shall, no later than the Termination Payment Date, upon the prior payment of all
amounts owing to the Class A Certificateholders and the Servicer and payable
from the Cash Collateral Account as provided herein, withdraw from the Cash
Collateral Account all amounts on deposit
35
<PAGE>
in the Cash Collateral Account for application in accordance with Section 2.11
of the Loan Agreement.
(d) Optional Deposit. Pursuant to the terms of and subject to the
----------------
limitation contained in the Loan Agreement, the Seller, at its option, may at
any time prior to the commencement of the Rapid Amortization Period elect to
cause one or more additional deposits to be made into the Cash Collateral
Account (each, an "Optional Deposit"). The Seller may cause any such deposit to
be made on a Distribution Date after forwarding notice of such deposit
(including the amount thereof) to the Trustee in accordance with Section 3.04
relating to the furnishing of monthly reports to the Trustee. Any such deposit
shall be deemed to be available in the Cash Collateral Account for purposes of
calculating any Enhancement Surplus for such related Distribution Date, but
shall not be included in the Available Cash Collateral Amount for such
Distribution Date, but shall be included in the Available Cash Collateral Amount
for the subsequent Distribution Date.
(e) Conversion Deposit. The Seller, at its option, may at any time
------------------
following the occurrence of a Conversion Event and prior to the commencement
of the Rapid Amortization Period elect to cause Collateral Monthly Principal
with respect to a Distribution Date (in an amount calculated pursuant to
subsection 4.05(b)(iii)) to be deposited into the Cash Collateral Account
(each such deposit, a "Conversion Deposit"); provided, however, that the Trustee
-------- -------
shall have received written confirmation from each Rating Agency which has rated
any outstanding Series that such Rating Agency will not reduce or withdraw its
rating on any outstanding Series rated by it as a result of the making of
Conversion Deposits. The Seller may cause any such deposit to be made on a
Distribution Date after forwarding notice of such deposit to the Trustee in
accordance with Section 3.04 relating to the furnishing of monthly reports to
the Trustee. Any such deposit shall not be included in the Available Cash
Collateral Amount for such Distribution Date, but shall be included in the
Available Cash Collateral Amount for the subsequent Distribution Date.
(f) Tax Reporting. The Seller shall report all investment earnings
-------------
on amounts from time to time on deposit in the Cash Collateral Account as its
income for applicable federal, state and local tax purposes.
Section 4.12 Interchange; Interchange Monthly Servicing Fee. (a) On
----------------------------------------------
or prior to each Determination Date,
36
<PAGE>
the Seller shall notify the Servicer of the Interchange Amount to be included as
Collections of Finance Charge Receivables with respect to the related
Distribution Date. Not later than 12:00 noon, Chicago, Illinois time, on each
Transfer Date, the Seller shall deposit into the Collection Account in
immediately available funds the Interchange Amount (less the Interchange Monthly
Servicing Fee) to be included as Finance Charge Receivables with respect to the
preceding Due Period.
(b) In addition to the Monthly Servicing Fee payable pursuant to
Section 4.07 of the Agreement and the remaining Monthly Servicing Fee payable
pursuant to Section 4.09 of the Agreement, the Servicer shall be entitled to
receive on each Transfer Date a servicing fee payable solely from the
Interchange Amount equal to the lesser of (a) the Interchange Amount with
respect to the related Distribution Date and (b) one-twelfth of the product of
1.25% per annum and the Adjusted Invested Amount as of the Record Date for such
Distribution Date (or, in the case of the first Distribution Date, the Initial
Invested Amount) (such servicing fee, the "Interchange Monthly Servicing Fee").
Section 4.13 Determination of LIBOR. (a) On each LIBOR
----------------------
Determination Date, the Servicer will determine LIBOR for the Interest Period
(or portion thereof, in the case of the March 19, 1999 and April 13, 1999 LIBOR
Determination Dates) following such LIBOR Determination Date on the basis of
the rate for deposits in United States Dollars for a one-month period following
such LIBOR Determination Date which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such LIBOR Determination Date.
(b) If, on any LIBOR Determination Date, such rate does not
appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates
at which deposits for United States Dollars are offered by at least two of the
Reference Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for the one-
month period following such LIBOR Determination Date. The Servicer shall request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR for
such LIBOR Determination Date shall be the arithmetic mean of such quotations
(rounded up, if necessary, to the nearest multiple of 0.0625% per annum).
37
<PAGE>
(c) If, on any LIBOR Determination Date, only one or none of the
Reference Banks provides such offered quotations, LIBOR will be the rate per
annum (rounded, as aforesaid) that the Servicer determines to be either (x) the
arithmetic mean of the offered quotations that leading banks in the City of New
York selected by the Servicer are quoting on the relevant LIBOR Determination
Date for one-month United States Dollar deposits to the principal London office
of each of the Reference Banks or those of them (being at least two in number)
to which such offered quotations are, in the opinion of the Servicer, being so
quoted or (y) in the event that the Servicer can determine no such arithmetic
mean, the arithmetic mean of the offered quotations that leading banks in the
City of New York selected by the Servicer are quoting on such LIBOR
Determination Date to leading European banks for one-month United States Dollar
deposits; or
(d) If, on the LIBOR Determination Date, the banks selected as
aforesaid by the Servicer are not quoting as described in clause (c) above,
LIBOR for such Interest Period will be LIBOR as determined on the previous LIBOR
Determination Date.
(e) The Class A Certificate Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by any Class A
Certificateholder by telephoning the Servicer at 847-488-3222.
Section 4.14 Postponement of Accumulation Period. The Accumulation
-----------------------------------
Period is scheduled to commence on the first day of the Due Period relating to
the April 2001 Distribution Date; provided, however, that, if the Accumulation
-------- -------
Period Length (determined as described below) is less than 12 monthly periods,
upon notice to the Trustee, the Seller, each Rating Agency and the Collateral
Interest Holder, the Servicer, at its option, may elect to modify the date on
which the Accumulation Period actually commences to the first day of the Due
Period which ends in the month that is at least the number of calendar months
prior to the calendar month in which the Class A Scheduled Payment Date occurs
equal to the Accumulation Period Length; provided, however, that (i) the length
of the Accumulation Period shall not be less than one monthly period and (ii)
notwithstanding any other provision hereof to the contrary, no election to
postpone the commencement of the Accumulation Period shall be made after a
Liquidation Event shall have occurred and is continuing with respect to any
other Series. On the Determination Date with respect to the March 2001
Distribution
38
<PAGE>
Date, the Servicer shall determine the "Accumulation Period Length," which shall
equal the number of monthly periods such that the Accumulation Period Amount for
the Due Period relating to the Class A Scheduled Payment Date, when aggregated
with the Accumulation Period Amounts for each preceding Due Period, shall equal
or exceed the Class A Initial Invested Amount. Any notice by the Servicer
electing to modify the commencement of the Accumulation Period pursuant to this
Section shall specify (i) the Accumulation Period Length, (ii) the commencement
date of the Accumulation Period and (iii) the Controlled Accumulation Amount
with respect to each Due Period preceding the Class A Scheduled Payment Date.
Section 4.15 Principal Funding Account. (a) The Seller hereby
-------------------------
directs the Trustee, for the benefit of the Series 1999-W Certificateholders, to
establish and maintain or cause to be established and maintained in the name of
the Trustee, on behalf of the Series 1999-W Certificateholders, with an Eligible
Institution (which initially shall be FNBC) a segregated trust account (the
"Principal Funding Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1999-W
Certificateholders. The Trustee shall possess all right, title and interest in
all Eligible Investments or other amounts on deposit from time to time in the
Principal Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 1999-W Certificateholders. If, at any time, the
institution holding the Principal Funding Account ceases to be an Eligible
Institution, the Trustee (or the Servicer on its behalf) shall within 10
Business Days establish a new Principal Funding Account meeting the conditions
specified above with an Eligible Institution, and shall transfer any cash and/or
any Eligible Investments or other amounts to such new Principal Funding Account.
Pursuant to the authority granted to the Servicer in subsection 3.01(b), the
Servicer shall have the power, revocable by the Trustee, (i) to make
withdrawals, or to instruct the Trustee to make withdrawals, from the Principal
Funding Account from time to time, in the amounts and for the purposes set forth
herein and (ii) on each Distribution Date (from and after the commencement of
the Accumulation Period) prior to the termination of the Principal Funding
Account, to make deposits, or to instruct the Trustee to make deposits, into the
Principal Funding Account in the amounts specified in, and otherwise in
accordance with, subsection 4.07(e).
39
<PAGE>
(b) Funds on deposit in the Principal Funding Account shall at all
times be invested by the Trustee in Eligible Investments, which may be
obligations of Affiliates of the Seller or the Servicer and which may, with the
written consent of Standard & Poor's, be rated A-1 instead of A-1+. The Seller
shall direct the Trustee as to the selection of such Eligible Investments. Funds
on deposit in the Principal Funding Account on any Distribution Date, after
giving effect to any withdrawals from the Principal Funding Account for such
Distribution Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Series 1999-W
Certificateholders possession, itself or through a bailee, of the negotiable
instruments or securities, if any, evidencing the Eligible Investments described
in clause (a) of the definition thereof from the time of purchase thereof until
the time of maturity.
(c) On each Transfer Date with respect to the Accumulation Period and
on the first Distribution Date with respect to the Rapid Amortization Period,
the Servicer shall transfer from the Principal Funding Account to the Collection
Account the Principal Funding Investment Proceeds on deposit in the Principal
Funding Account, but not in excess of the Covered Amount, for application as
Class A Available Funds.
(d) Any Excess Principal Funding Investment Proceeds shall be paid
to, or upon the direction of, the Seller on each Transfer Date. An amount equal
to any Principal Funding Investment Shortfall will be deposited into the
Collection Account from the Reserve Account to the extent funds are available
pursuant to subsection 4.16(d). Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of the principal amounts on
deposit in the Principal Funding Account hereunder.
(e) On the earliest to occur of (i) the first Distribution Date with
respect to the Rapid Amortization Period and (ii) the Class A Scheduled Payment
Date, the Trustee shall pay, or cause the Servicer to pay, the Principal Funding
Account Balance to Class A Certificateholders in accordance with subsection
5.01(b).
Section 4.16 Reserve Account.
---------------
(a) The Seller hereby directs the Trustee, for the benefit of the
Series 1999-W Certificateholders, to
40
<PAGE>
establish and maintain or cause to be established and maintained in the name of
the Trustee, on behalf of the Series 1999-W Certificateholders, with an Eligible
Institution (which initially shall be FNBC) a segregated trust account (the
"Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 1999-W
Certificateholders. The Trustee shall possess all right, title and interest in
all Eligible Investments or other amounts on deposit from time to time in the
Reserve Account and in all proceeds thereof. The Reserve Account shall be under
the sole dominion and control of the Trustee for the benefit of the Series 1999-
W Certificateholders. If, at any time, the institution holding the Reserve
Account ceases to be an Eligible Institution, the Trustee (or the Servicer on
its behalf) shall within 10 Business Days establish a new Reserve Account
meeting the conditions specified above with an Eligible Institution, and shall
transfer any cash and/or any Eligible Investments or other amounts to such new
Reserve Account. Pursuant to the authority granted to the Servicer in subsection
3.01(b), the Servicer shall have the power, revocable by the Trustee (i) to make
withdrawals, or to instruct the Trustee to make withdrawals, from the Reserve
Account from time to time in an amount up to the Available Reserve Ac count
Amount at such time, for the purposes set forth herein and (ii) on each
Distribution Date (from and after the Reserve Account Funding Date) prior to
termination of the Reserve Account, to make a deposit, or to instruct the
Trustee to make a deposit, into the Reserve Account in the amount specified in,
and otherwise in accordance with, subsection 4.09 (h).
(b) Funds on deposit in the Reserve Account shall at all times be
invested by the Trustee in Eligible Investments, which may be obligations of
Affiliates of the Seller or the Servicer and which may, with the written consent
of Standard & Poor's, be rated A-1 instead of A-1+. The Seller shall direct the
Trustee as to the selection of such Eligible Investments. Funds on deposit in
the Reserve Account on any Distribution Date, after giving effect to any
withdrawals from the Reserve Account for such Distribution Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Series 1999-W Certificateholders
possession, itself or through a bailee, of the negotiable instruments or
securities, if any, evidencing the Eligible Investments described in clause (a)
of the definition thereof from the time of purchase thereof until the time of
41
<PAGE>
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be paid to, or upon the
direction, of the Seller. For purposes of determining the availability of funds
or the balance in the Reserve Account for any reason hereunder, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On or before each Distribution Date with respect to the
Accumulation Period, and on or before the first Distribution Date with respect
to the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw
Amount" which shall be equal to the Principal Funding Investment Shortfall with
respect to such Distribution Date; provided, however, that such amount will be
-------- -------
reduced to the extent that funds otherwise would be available for deposit in the
Reserve Account under subsection 4.09(h) with respect to such Distribution Date.
(d) In the event that for any Distribution Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on the
Transfer Date by the Servicer or the Trustee (acting in accordance with the
instructions of the Servicer), and deposited into the Collection Account for
application as Class A Available Funds.
(e) In the event that the Reserve Account Surplus for any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Servicer, or the Trustee, acting in accordance with the instructions
of the Servicer, shall withdraw from the Reserve Account on the Transfer Date,
and treat as Excess Spread to be applied in accordance with subsection 4.09(i),
an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the date on which the Class A
Invested Amount shall be paid in full, (ii) the first Distribution Date with
respect to the Rapid Amortization Period and (iii) the Scheduled Payment Date,
the Trustee, after the prior payment of all amounts owing to the Series 1999-W
Certificateholders that are payable from
42
<PAGE>
the Reserve Account as provided herein, shall withdraw, or cause the Servicer to
withdraw, from the Reserve Account and treat as Excess Spread to be applied in
accordance with subsection 4.09(i), all amounts, if any, on deposit in the
Reserve Account, and the Reserve Account shall thereafter be deemed to have
terminated for all purposes hereunder.
[END OF ARTICLE IV]
SECTION 8. Article V of the Agreement. With respect to the Series
--------------------------
1999-W Certificates, Article V of the Agreement shall read as follows:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
Certificateholders
Section 5.01 Distributions. (a) On each Payment Date for the Series
-------------
1999-W Certificates, the Paying Agent shall distribute to each Class A
Certificateholder on the preceding Record Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution) such Class A
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by related Class A Certificates held by such Class A
Certificateholder) of the funds on deposit in the Collection Account payable to
such Class A Certificateholders pursuant to the Agreement in respect of
interest.
(b) On the Scheduled Payment Date, on each Distribution Date
with respect to the Rapid Amortization Period and on the Termination Payment
Date for the Series 1999-W Certificates, the Paying Agent shall distribute to
each Class A Certificateholder on the preceding Record Date (other than as
provided in Section 12.02 of the Agreement respecting a final distribution) such
Class A Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by related Class A Certificates held by such Class A
Certificateholder) of the funds on deposit in the Collection Account and, if
applicable, the Principal Funding Account, payable to such Class A
Certificateholders pursuant to the Agreement in respect of principal; provided,
--------
however, that no distribution pursuant to this subsection 5.01(b) may exceed the
- -------
Class A Invested Amount before giving effect to such distribution.
43
<PAGE>
(c) Distributions to Class A Certificateholders hereunder shall
be made by check mailed to each Class A Certificateholder, except that with
respect to Class A Certificates registered in the name of a Clearing Agency,
such distribution shall be made in immediately available funds.
(d) On each Payment Date for the Series 1999-W Certificates, the
Paying Agent shall distribute to the Collateral Interest Holder on such Payment
Date the funds on deposit in the Collection Account payable to or with respect
to the Collateral Interest for application pursuant to the terms of the Loan
Agreement. Distributions to be made hereunder to or with respect to the
Collateral Interest shall be made in immediately available funds at the
direction of the Collateral Interest Holder.
Section 5.02 Statements to Certificateholders. (a)
--------------------------------
Certificateholders' Payment Date Statement. On each Payment Date, the Paying
- ------------------------------------------
Agent, on behalf of the Trustee, shall forward to each Class A Certificateholder
(or to the Clearing Agency to the extent Section 6.11 of the Agreement applies),
to the Collateral Interest Holder and to each Rating Agency a statement
substantially in the form of Exhibit B prepared by the Servicer setting forth
the information set forth in the Monthly Servicer's Certificate furnished to
the Trustee with respect to such Distribution Date.
(b) Annual Certificateholders' Tax Statement. On or before
----------------------------------------
January 31 of each calendar year, beginning with calendar year 2000, the
Servicer will cause the Paying Agent, on behalf of the Trustee, to furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Class A Certificateholder, a statement prepared by the
Servicer containing information relating to the amounts distributed to such
Person aggregated for such calendar year or the applicable portion thereof
during which such Person was a Class A Certificateholder, together with such
other information as is required to be provided by an issuer of debt under the
Internal Revenue Code and such other customary information as is necessary to
enable the Class A Certificateholders to prepare their tax returns. Such
obligation of the Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Paying Agent
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect. In addition, the Servicer shall make available to Certificate Own-
44
<PAGE>
ers of Class A Certificates such information as is required by the Code and the
regulations thereunder to be made available to holders of debt instruments
having the characteristics of the Class A Certificates.
[END OF ARTICLE V]
SECTION 9. Additional Liquidation Events. If any one of the events
-----------------------------
specified in Section 9.01 of the Agreement (after any grace periods or consents
applicable thereto) or any one of the following events shall occur during either
the Revolving Period or the Accumulation Period with respect to the Series 1999-
W Certificates:
(a) failure on the part of the Seller (i) to make any payment or
deposit required by the terms of the Agreement or this Series Supplement on or
before five Business Days after the date such payment or deposit is required
to be made therein or herein, or (ii) duly to observe or perform in any material
respect the covenant of the Seller set forth in subsection 2.08(b) of the
Agreement, or (iii) duly to observe or perform in any material respect any other
covenants or agreements of the Seller set forth in the Agreement or this Series
Supplement, which, in the case of clause (iii), continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by a Rating Agency, the Collateral
Interest Holder or the Holders of Class A Certificates evidencing Undivided
Interests aggregating not less than 10% of the Class A Invested Amount;
(b) any representation or warranty made by the Seller in the
Agreement or this Series Supplement or any information contained in a computer
file or microfiche list required to be delivered by the Seller pursuant to
Section 2.01 or 2.05 of the Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Trustee, or to the Seller and the Trustee by a Rating
Agency, the Collateral Interest Holder or the Holders of Class A Certificates
evidencing Undivided Interests aggregating not less than 10% of the Class A
Invested Amount and as a result of which the interests of the Series 1999-W
Certificateholders are mate-
45
<PAGE>
rially and adversely affected; provided, however, that a Liquidation Event
-------- -------
pursuant to this subparagraph 9(b) shall not be deemed to have occurred
hereunder with respect to the Series 1999-W Certificates if the Seller has
accepted the transfer of the related Receivable, or all of such Receivables, if
applicable, during such period (or such longer period as the Trustee may
specify), in accordance with the provisions hereof;
(c) the average Portfolio Yield (the calculation of which shall
include, without limitation, the Interchange Amount as a component of Finance
Charge Receivables) for any three consecutive Due Periods shall be less than
the average of the Base Rates for the related Interest Periods;
(d) the Seller shall fail to convey Additional Accounts to the
Trust, as required by subsection 2.05(a) of the Agreement, (i) in the case of
the calculation provided in subsection 2.05(a)(1) of the Agreement 10 days after
the failure to meet such calculation or (ii) in the case of the calculation
provided in subsection 2.05(a)(2) of the Agreement immediately upon the
occurrence of the failure to meet such calculation;
(e) the Class A Invested Amount shall not be paid in full on the
Class A Scheduled Payment Date; or
(f) any Servicer Default shall occur which would have a material
adverse effect on the Series 1999-W Certificateholders;
then, (y) in the case of any event described in subparagraph (a), (b) or (f),
after any applicable grace period set forth in or applicable to such
subparagraph, either the Trustee or the Holders of Series 1999-W Certificates
evidencing Undivided Interests aggregating not less than 50% of the Invested
Amount of the Series 1999-W Certificates by notice then given in writing to the
Seller and the Servicer (and to the Trustee if given by the Series 1999-W
Certificateholders) may declare that a liquidation event (a "Liquidation Event")
has occurred with respect to the Series 1999-W Certificates as of the date of
such notice, and (z) in the case of subparagraph (c), (d) or (e) (or any of the
events specified in Section 9.01 of the Agreement), a Liquidation Event with
respect to such Series 1999-W Certificates shall occur without any notice or
other action on the part of the Trustee or all investor certificateholders or
the Series
46
<PAGE>
1999-W Certificateholders, as applicable, immediately upon the occurrence of
such event.
SECTION 10. Related Interest Periods. For purposes of this Series
------------------------
Supplement, the Interest Period related to any Due Period shall be the Interest
Period ending on the day prior to the Distribution Date for such Due Period.
SECTION 11. Eligible Servicer. The Trustee hereby agrees that, in
-----------------
the event that it appoints an Eligible Servicer as Successor Servicer pursuant
to Section 10.02 of the Agreement, such Eligible Servicer shall have a long term
debt rating of at least A by Standard & Poor's and A2 by Moody's; provided,
--------
however, that if the Trustee has a long term debt rating of at least A by
- -------
Standard & Poor's and A2 by Moody's, such Eligible Servicer need have only a
long term debt rating of BBB- by Standard & Poor's and Baa3 by Moody's.
SECTION 12. Trustee Resignation. The Trustee shall not resign
-------------------
pursuant to Section 11.07 of the Agreement without written confirmation from
each Rating Agency that such resignation will not result in the Rating Agency's
reducing or withdrawing its rating on any Class of any then outstanding Series
rated by it.
SECTION 13. Tax Opinion. As permitted in subsection 6.09(b) of the
------------
Agreement, it shall be a condition of the Exchange contemplated hereby and the
issuance of the Series 1999-W Certificates that an Opinion of Counsel be
furnished pursuant to clause (c) of subsection 6.09(b) to the effect that the
Class A Certificates will be treated as debt for Federal income tax purposes and
that the issuance of the Series 1999-W Certificates will not adversely affect
the Federal income tax characteristics of any outstanding Series of Investor
Certificates or any Certificate Owner.
SECTION 14. Subordination of Certain Termination Payments.
----------------------------------------------
Notwithstanding anything contained in subsection 12.02(c) of the Agreement, upon
the sale of Receivables or interests therein as provided in Section 12.02(c) of
the Agreement, the net proceeds of any such sale payable to the Series 1999-W
Certificates shall be paid pro rata to the Class A Certificates and then to the
--- ----
Collateral Interest Holder for application pursuant to the terms of the Loan
Agreement.
SECTION 15. Variable Accumulation Series. For purposes of the
-----------------------------
Supplement with respect to any other Series,
47
<PAGE>
Series 1999-W Certificates may be designated a "Variable Accumulation Series."
SECTION 16. Ratification of Pooling and Servicing Agreement;
------------------------------------------------
Representations; Security Interest.
- ----------------------------------
(a) As supplemented by this Series Supplement, the Agreement is
in all respects ratified and confirmed and the Agreement as so supplemented by
this Series Supplement shall be read, taken, and construed as one and the same
instrument; provided, however, that pursuant to clause (D) of the fifth sentence
-------- -------
of subsection 9.02(a) of the Agreement, the required written instruction
pursuant to such fifth sentence of subsection 9.02(a) shall include the Holders
of Investor Certificates representing Undivided Interests aggregating more than
50% of the Invested Amount of each Series issued prior to April 19, 1995.
(b) The Seller hereby represents and warrants to the Trustee
that all approvals, authorizations, consents, orders or other actions of any
person or of any governmental body or official required in connection with the
execution and delivery by the Seller of the Agreement, any Supplement and the
Certificates, the performance by the Seller of the transactions contemplated by
the Agreement and any Supplement and the fulfillment by the Seller of the terms
of the Agreement, any Supplement and the Certificates have been obtained;
provided, however, that the Seller makes no representation or warranty
- -------- -------
regarding state securities or "Blue Sky" laws in connection with the
distribution of the Certificates.
(c) If the Agreement does not constitute a valid transfer and
assignment of all right, title and interest of the Seller in the Receivables and
the proceeds thereof (excluding Recoveries relating thereto), the parties
hereto intend that the Agreement, which constitutes a security agreement under
the UCC, is a grant of a security interest for the purposes of (i) securing the
rights of the Trustee for the benefit of the Investor Certificateholders and
(ii) securing the right and ability of the Trustee to make the distributions set
forth in the Agreement.
SECTION 17. Counterparts. This Series Supplement may be executed in
------------
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
48
<PAGE>
SECTION 18. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
49
<PAGE>
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
FCC NATIONAL BANK
By______________________
Name: Harry H. Hallowell
Title: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By _____________________
Name:
Title:
50
<PAGE>
EXHIBIT A
---------
REGISTERED FIRST CHICAGO MASTER TRUST II REGISTERED
Unless this certificate is presented by an authorized representative
of The Depository Trust Company to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
FLOATING RATE ASSET BACKED CERTIFICATES SERIES 1999-W
No. _____ $_____________
Each $1,000 minimum denomination represents
1/750,000 Undivided Interest in certain assets of the
FIRST CHICAGO MASTER TRUST II
Evidencing an Undivided Interest in a Trust, the corpus of which consists of
receivables generated from time to time in the ordinary course of business in a
portfolio of "Classic VISA," "Standard MasterCard," "VISA Gold," "Gold
MasterCard," "Platinum VISA" and "Platinum MasterCard" consumer revolving credit
accounts
by
FCC NATIONAL BANK
(Not an interest in or obligation of FCC National Bank or any affiliate thereof
except to the limited extent described herein)
CUSIP NO. _______
A-1
<PAGE>
This certifies that
CEDE & CO.
(the "Certificateholder") is the registered owner of the Undivided Interest in
certain assets of a trust (the "Trust"), created pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 1990, as supplemented by a Series 1999-
W Supplement, dated as of March 1, 1999, by and between FCC National Bank
("FCCNB"), a national bank, as Seller and Servicer, and Norwest Bank Minnesota,
National Association, as trustee (the "Trustee") (collectively referred to
herein as the "Agreement"). The corpus of the Trust consists of (i) a portfolio
of all receivables (the "Receivables") existing in the consumer revolving credit
card accounts identified under the Agreement from time to time (the "Accounts"),
(ii) all Receivables generated under the Accounts from time to time thereafter,
(iii) funds collected or to be collected from cardholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and any other account or accounts held for the benefit of
investor certificateholders (the "Investor Certificateholders"), (v) the
benefits of funds on deposit in the Cash Collateral Account and any other
Enhancements to be issued by Enhancement Providers with respect to one or more
Series of investor certificates (the "Investor Certificates") up to the amount
available thereunder, and (vi) all other assets and interests constituting the
Trust. The holder of this Certificate is entitled to the benefit of funds on
deposit in the Cash Collateral Account, and the benefits of the subordination of
the Collateral Interest Series 1999-W (the "Collateral Interest"), and is not
entitled to the benefit of any other Enhancement which may be part of the
Trust's assets. Although a summary of certain provisions of the Agreement is set
forth below, this Certificate does not purport to summarize the Agreement, is
qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested from the Trustee by writing to the Trustee at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0070, Attention: Corporate Trust
Department. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, as
A-2
<PAGE>
amended from time to time, to which the Certificateholder, by virtue of the
acceptance hereof, assents and is bound.
It is the intent of FCCNB and the Class A Certificateholders that, for
federal, state and local income and franchise tax purposes only, the Class A
Certificates will be evidence of debt secured by the Receivables. FCCNB and the
Certificateholder, by the acceptance of this Certificate, agree to treat this
Certificate for federal, state and local income and franchise tax purposes as
debt.
Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates at the commencement
of the Rapid Amortization Period, which may be less than the unpaid balance of
the Class A Certificates pursuant to the terms of the Agreement. All principal
of and interest on the Class A Certificates is due and payable no later than the
March 2004 Distribution Date (the "Series Termination Date"). After the Series
Termination Date, neither the Trust nor FCCNB will have any further obligation
to distribute principal or interest on the Class A Certificates. In the event
that the Class A Invested Amount is greater than zero on the Series Termination
Date, the Trustee will sell or cause to be sold, and pay the proceeds, to the
extent necessary, to the Class A Certificateholders pro rata in final payment of
the Class A Invested Amount, an amount of interests in the Receivables or
certain of the Receivables up to 110% of the Adjusted Invested Amount at the
close of business on such date (but not more than the total amount of
Receivables allocable to the Certificates, including the Collateral Interest).
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to cardholders as
cash advances and Finance Charge Receivables which arise from the Periodic Rate
Finance Charges, Cash Advance Fees, Late Fees, Overlimit Fees, annual fees with
respect to the Accounts, Returned Check Fees and all other fees and charges
payable by Obligors with respect to the Accounts. Finance Charge Receivables
also include certain Interchange allocable to the Accounts. This Certificate is
one of a class of a series of Investor Certificates entitled "First Chicago
Master Trust II Floating Rate Credit Card Certificates Series 1999-W (the "Class
A Certificates" and together with the Collateral Interest, the "Certificates"),
each of which represents an Undivided Interest in certain assets of the Trust.
The Trust's assets are allocated in part to the Class A Certificateholders and
to the holder of the Collat-
A-3
<PAGE>
eral Interest (the "Collateral Interest Holder"), with the remainder allocated
to holders of other Series of Investor Certificates issued by the Trust, if any,
and to FCCNB (the "Seller"). In addition to the Certificates, an Exchangeable
Seller's Certificate will be issued to the Seller pursuant to the Agreement
which will represent the Seller's interest in the Trust. The Exchangeable
Seller's Certificate will represent the interest in the Principal Receivables
not represented by the Investor Certificates. The Exchangeable Seller's
Certificate may be exchanged by the Seller pursuant to the Agreement for one or
more Series of Investor Certificates and a reissued Exchangeable Seller's
Certificate upon the conditions set forth in the Agreement. In addition, to the
extent permitted for any Series of Investor Certificates by the related
Supplement, the Investor Certificateholders of such Series may tender their
Investor Certificates and the Seller may tender the Exchangeable Seller's
Certificate in exchange for one or more Series of Investor Certificates and a
reissued Exchangeable Seller's Certificate.
The aggregate interest represented by the Certificates at any time
in the Principal Receivables in the Trust shall not exceed an amount equal to
the Invested Percentage with respect to Principal Receivables at such time. The
Invested Amount, for any date, will be an amount equal to the sum of the Class A
Invested Amount and the Collateral Invested Amount. The Initial Invested Amount
is $857,142,857. The Class A Initial Invested Amount is $750,000,000. The
Class A Invested Amount, for any date, will be an amount equal to (a)
$750,000,000, minus (b) the aggregate amount of principal payments made to the
-----
Class A Certificateholders prior to such date, minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs for all Distribution Dates
preceding such date over the aggregate amount of Class A Investor Charge-Offs
reimbursed pursuant to Section 4.09 of the Agreement for all Distribution Dates
preceding such date. The Class A Adjusted Invested Amount, for any date, will be
an amount equal to the Class A Invested Amount, minus the Principal Funding
-----
Account Balance on such date. The Adjusted Invested Amount, for any date, will
be an amount equal to the sum of (a) the Class A Adjusted Invested Amount and
(b) the Collateral Invested Amount. The Invested Percentage, when used with
respect to Principal Receivables during the Revolving Period and Finance Charge
Receivables and Defaulted Receivables at any time, means the percentage
equivalent of a fraction the numerator of which is the Adjusted Invested Amount
for such Distribution Date and the denominator of which is the Aggregate
Principal Receivables for the Due Period relating to
A-4
<PAGE>
such Distribution Date. The Invested Percentage, when used with respect to
Principal Receivables during the Accumulation Period or the Rapid Amortization
Period, means the percentage equivalent of a fraction the numerator of which is
the Invested Amount as of the end of the day on the last Distribution Date
relating to the Revolving Period and the denominator of which is the greater of
(a) Aggregate Principal Receivables for the Due Period related to the current
Distribution Date and (b) the sum of the numerators used to calculate the
Invested Percentages with respect to Principal Receivables for all Series of
Investor Certificates outstanding for the current Distribution Date. Collections
of Finance Charge Receivables and Principal Receivables will be further
allocated between the Class A Certificates and the Collateral Interest as
described in the Agreement.
Interest will be distributed monthly on the fifteenth day of each
month (or, if such fifteenth day is not a Business Day, on the next succeeding
Business Day) (each a "Distribution Date"), commencing May 17, 1999 at the
applicable rate on the Class A Invested Amount as of the preceding Record Date
to each Class A Certificateholder of record as of the Record Date. Interest will
accrue from the period beginning on and including March 23, 1999 and ending on
and excluding April 15, 1999, for the period beginning on and including April
15, 1999 and ending on and excluding May 17, 1999, and with respect to each
Interest Period thereafter, at a rate of 0.11% per annum above LIBOR determined
in the manner set forth in the Agreement. Interest is derived from Collections
of Finance Charge Receivables, Excess Spread, Excess Finance Charge Collections,
withdrawals from the Cash Collateral Account and Reallocated Principal
Collections (and, during the Accumulation Period, from certain amounts withdrawn
from the Principal Funding Account and the Reserve Account), in each case to the
extent funds are available from such source in accordance with the Agreement.
The Record Date with respect to any Distribution Date shall be the last day of
the calendar month preceding such Distribution Date.
No principal will be payable to Certificateholders until the March
2002 Distribution Date (the "Class A Scheduled Payment Date") or such earlier
date as may result from the occurrence of a Liquidation Event. During the
Revolving Period, Collections of Principal Receivables otherwise allocable to
Certificateholders will be paid to the Seller, to other amortizing or
accumulating Series or, in certain circumstances, to the Collateral Interest
Holder.
A-5
<PAGE>
As described in the Agreement, Collections of Principal Receivables
with respect to any Due Period will be allocated to the Certificates on the
related Determination Date on the basis of the Invested Percentage with respect
to Principal Receivables. Such Collections will be further allocated between the
Class A Certificates and the Collateral Interest as described in the Agreement.
Such allocations will be performed during the Revolving Period, the Accumulation
Period and the Rapid Amortization Period. Under the Agreement, such Collections
will be paid to the Seller, to other amortizing or accumulating Series or to the
Collateral Interest Holder, as described above, during the Revolving Period.
During the Accumulation Period, Collections of Principal Receivables allocable
to the Class A Certificateholders up to the Controlled Deposit Amount will be
deposited into the Principal Funding Account for the benefit of the Class A
Certificateholders, with the excess paid to the Seller, to other amortizing or
accumulating Series or to the Collateral Interest Holder. During the Rapid
Amortization Period, all Collections of Principal Receivables allocable to the
Certificateholders will be paid to the Class A Certificateholders on each
Distribution Date. In each case, payments to the Class A Certificateholders
shall not exceed the Class A Invested Amount.
Unless or until a Liquidation Event (as described in the Agreement)
shall have occurred, during the period beginning on the first day of the Due
Period relating to the April 2001 Distribution Date, subject to postponement as
described in the Agreement (the "Controlled Accumulation Date"), and ending on
the earlier of (a) but not including, the first day of the Due Period in which a
Liquidation Event occurs or is deemed to have occurred, (b) and including, the
date on which the Invested Amount is paid in full, or (c) the Series Termination
Date (the "Accumulation Period"), Collections of Principal Receivables allocable
to the Class A Certificates up to the Controlled Deposit Amount will be
deposited into the Principal Funding Account for the benefit of the Class A
Certificateholders monthly on each Distribution Date beginning with the
Distribution Date related to the Due Period in which the Controlled Accumulation
Date occurs. The amount of monthly principal ("Class A Monthly Principal")
allocable to Class A Certificateholders shall equal the sum of (i) an amount
equal to the Class A Principal Percentage of the Fixed Allocation Percentage of
all Collections with respect to Principal Receivables for such Due Period, (ii)
the amount, if any, of Unallocated Principal Collections on deposit in the
Collection Account allocable to the Certificates, (iii) a portion of the amount
of
A-6
<PAGE>
Collections of Principal Receivables allocable to certain other Series
but not needed to make payment to or for the benefit of such Series and (iv)
certain other amounts as described in the Agreement.
If Class A Monthly Principal for the related Due Period is equal to or
greater than the sum of the Controlled Accumulation Amount and the existing
Deficit Controlled Accumulation Amount (such sum, the "Controlled Deposit
Amount"), the amount of the Controlled Deposit Amount will be deposited into the
Principal Funding Account for the benefit of the Class A Certificateholders and
the excess of such sum over the Controlled Deposit Amount will be paid from the
Trust to the Seller, but not more than the First Chicago Amount, to other
amortizing Series or to the Collateral Interest Holder.
If Class A Monthly Principal for the related Due Period is less than
the Controlled Deposit Amount, the entire amount of Class A Monthly Principal
will be deposited into the Principal Funding Account for the benefit of the
Class A Certificateholders and the amount of the excess of the Controlled
Deposit Amount over the Class A Monthly Principal will be the Deficit Controlled
Accumulation Amount for the next succeeding Distribution Date.
During the period beginning on the first day of the Due Period in
which a Liquidation Event occurs or is deemed to occur and continuing to and
including the earlier of the date on which the Invested Amount has been paid in
full or the Series Termination Date (the "Rapid Amortization Period"),
Collections of Principal Receivables allocable to the Class A Certificates will
no longer be paid to the Seller, to other amortizing or accumulating Series, to
the Collateral Interest Holder, or to the Principal Funding Account for the
benefit of the Class A Certificateholders (to the extent of the Controlled
Deposit Amount) as described above, but instead will be distributed monthly on
each Distribution Date to Class A Certificateholders. During the Rapid
Amortization Period, Class A Monthly Principal will be paid to the Class A
Certificateholders regardless of the level of any Controlled Accumulation Amount
or Controlled Deposit Amount.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the related Record Date such Class A
Certificateholder's pro rata share (based on the aggregate Undivided Interest
--- ----
represented by the Certificate held by such Class A
A-7
<PAGE>
Certificateholder) of amounts on deposit in the Collection Account and, on the
Class A Scheduled Payment or, if earlier, the first Distribution Date with
respect to the Rapid Amortization Period, in the Principal Funding Account as
are payable to the Class A Certificateholders pursuant to the Agreement. The
amount to be distributed on each Distribution Date to the Certificateholder will
be equal to the product of the aggregate Undivided Interest represented by this
Certificate and the aggregate of all payments to be made to Class A
Certificateholders on such Distribution Date. Distributions with respect to this
Certificate will be made by the Paying Agent by check mailed to the address of
the Certificateholder of record appearing in the Certificate Register without
the presentation or surrender of this Certificate or the making of any notation
(except for the final distribution in respect of this Certificate) except that
if all Class A Certificates are registered in the name of CEDE & CO., the
nominee registration for The Depository Trust Company, distributions will be
made in the form of immediately available funds. Final payment of this
Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in accordance
with the Agreement.
On the Distribution Date occurring after the Adjusted Invested Amount
is reduced to 5% of the Initial Invested Amount or less, the Seller may
repurchase the Certificateholders' Interest in the Trust unless certain events
of bankruptcy, insolvency or receivership have occurred with respect to FCCNB.
The repurchase price will be equal to the Adjusted Invested Amount plus accrued
and unpaid interest thereon.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, FCCNB, THE SERVICER (IF THE SERVICER IS NOT FCCNB) OR ANY AFFILIATE OF
EITHER OF THEM (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN
COLLECTIONS RESPECTING THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
The Agreement may be amended by the Seller, the Servicer and the
Trustee, without Certificateholder consent, to cure any ambiguity, to correct or
supplement any provi-
A-8
<PAGE>
sion therein which may be inconsistent with any other provision therein, or to
add any other provisions with respect to matters or questions arising under the
Agreement which are not inconsistent with the provisions of the Agreement.
Additionally, the Agreement may be amended from time to time by the Servicer,
the Seller and the Trustee, without the consent of any of the
Certificateholders, to add to or change any of the provisions of the Agreement
to provide that Bearer Certificates may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
interest on Bearer Certificates to comply with the Bearer Rules, to permit
Bearer Certificates to be issued in exchange for Registered Certificates (if
then permitted by the Bearer Rules), to permit Bearer Certificates to be issued
in exchange for Bearer Certificates of other authorized denominations or to
permit the issuance of Certificates in uncertificated form, provided any such
action shall not adversely affect the interests of the Holders of Bearer
Certificates of any Series or any related Coupons in any material respect. No
such amendment, however, may adversely affect in any material respect the
interests of the Certificateholders unless such amendment is necessary to comply
with the Bearer Rules. Any Supplement and any amendments regarding the addition
to or removal of Receivables from the Trust as provided in Sections 2.05, 2.10
and 6.09 of the Agreement, respectively, shall not be considered amendments to
the Agreement.
Subject to the preceding paragraph, the Agreement may be amended by
the Servicer, the Seller and the Trustee with the consent of the Investor
Certificateholders owning Undivided Interests aggregating not less than 66-2/3%
of the invested amount of all Series adversely affected for the purpose of
adding any provisions to, changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding, provided, however,
-------- -------
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions which are required to be made on any Investor
Certificate without the consent of such Investor Certificateholder, (b) change
the definition of or the manner of calculating the interest of any Investor
Certificateholder, without the consent of such Investor Certificateholder, or
(c) reduce the aforesaid percentage required to consent to any such amendment,
without the consent of such Investor Certificateholder. Any such amendment and
any such consent by the Holder of this Certificate shall be conclusive and
binding on such Certificateholder and upon all future Hold-
A-9
<PAGE>
ers of this Certificate and of any Certificate issued in exchange hereof or in
lieu hereof whether or not notation thereof is made upon this Certificate.
The Class A Certificates are issuable only in denominations of $1,000
and integral multiples of $1,000 in excess hereof. The transfer of this
Certificate shall be registered in the Certificate Register upon surrender of
this Certificate for registration of transfer at any office or agency maintained
by the Transfer Agent and Registrar accompanied by a written instrument of
transfer, in a form satisfactory to the Trustee and the Transfer Agent and
Registrar, duly executed by the Certificateholder or the Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Class A Certificates of authorized denominations and
for the same aggregate Undivided Interest will be issued to the designated
transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for new Class A Certificates
evidencing a like aggregate Undivided Interest, as requested by the
Certificateholder surrendering this Certificate. No service charge may be
imposed for any such exchange but the Servicer, the Seller or the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them shall be affected by notice to the contrary except
in certain circumstances described in the Agreement.
This Certificate shall be construed in accordance with and governed by
the laws of the State of Delaware.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, FCCNB has caused this Certificate to be duly
executed.
A-10
<PAGE>
Dated:
FCC NATIONAL BANK
By:_________________________________
Chairman of the Board
A-11
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-
mentioned Pooling and Servicing Agreement.
NORWEST BANK MINNESOTA, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
as Trustee as Trustee
OR
By:
Authorized Officer By: THE FIRST NATIONAL
BANK OF CHICAGO
Authenticating Agent
By:
Authorized Officer
A-12
<PAGE>
_________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
______________________________________
_____________________
______________________________________
(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints
________________________________________________________________________________
attorney, with full power of substitution in the
premises, to transfer said certificate on the books
kept for registration thereof.
Dated:__________________________________________________________________________
.
Note: The signature(s) to this
Assignment must correspond
with the name(s) as written on
the face of the within
certificate in every
particular, without
alteration or enlargement or
any change whatever.
A Non-U.S. Person as defined in
the Code must certify to the
Trustee in writing as to its Non-
U.S. Person status and such further
information as may be required under
the Code or reasonably requested by
the Trustee.
A-13
<PAGE>
EXHIBIT B
---------
FORM OF CERTIFICATEHOLDERS' PAYMENT DATE STATEMENT
(To be delivered by the Payment Agent on each
Payment Date pursuant to Section 5.02(a) of
the Pooling and Servicing Agreement)
FCC NATIONAL BANK
_________________________________________________
FIRST CHICAGO MASTER TRUST II
SERIES 1999-W
__________________________________________________
Under the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of June 1, 1990 by and between FCC National Bank, as
Seller and Servicer ("FCCNB"), and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"), as amended and supplemented by the
Series 1999-W Supplement dated as of March 1, 1999 by and between FCCNB and
the Trustee, FCCNB, as Servicer, is required to prepare certain information
for each Payment Date regarding current distributions to Class A
Certificateholders and the performance of the First Chicago Master Trust
II (the "Trust") during the previous period. The information which is
required to be prepared with respect to the distribution on the
_________________, ____ Payment Date and with respect to the performance of
the Trust during the Due Period for such Payment Date is set forth below.
Certain of the information is presented on the aggregate amounts for the
Trust as a whole. All capitalized terms used herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
B-1
<PAGE>
A. Information Regarding the Current Distribution (Stated on the Basis of
----------------------------------------------------------------------
$1,000 Original Principal Amount).
---------------------------------
1. The total amount of the distri-
bution to Class A Certificate-
holders on the Payment Date
per $1,000 interest ................. $________
2. The amount of the distribution
set forth in paragraph 1 above
in respect of principal on the
Class A Certificates, per
$1,000 interest ..................... $________
3. The amount of the distribution
set forth in paragraph 1 above
in respect of interest on the
Class A Certificates, per
$1,000 interest ..................... $________
B. Information Regarding the Performance of the Trust.
--------------------------------------------------
1. Collections of Receivables.
--------------------------
a. The aggregate amount of Collections
of Receivables processed for the Due
Period with respect to the current
Distribution Date which were allo-
cated in respect of the Investor
Certificates of all Series .......... $________
b. The aggregate amount of Collections
of Receivables processed for
the Due Period with respect to
the current Distribution Date which
were allocated in respect of the
Series 1999-W Certificates .......... $________
c. The aggregate amount of Collections
of Receivables processed for
the Due Period with respect to
the current Distribution Date which
were allocated in respect of the
Class A Certificates ................ $________
B-2
<PAGE>
d. The amount of Collections of
Receivables processed for the
Due Period with respect to the
current Distribution Date which
were allocated in respect of
Class A Certificates, per $1,000
interest ............................ $________
e. The amount of Excess Spread for the
Due Period with respect to the cur-
rent Distribution Date .............. $________
f. The amount of Reallocated Principal
Collections for the Due Period with
respect to the current Distribution
Date allocated in respect of the
Class A Certificates ................ $________
g. The amount of Excess Finance Charge
Collections allocated in respect of
the Series 1999-W Certificates, if
any ................................. $________
h. The amount of Excess Principal Col-
lections allocated in respect of the
Series 1999-W Certificates, if any .. $________
2. Receivables in Trust.
--------------------
a. Aggregate Principal Receivables for
the Due Period with respect to the
current Distribution Date (which
reflects the Principal Receivables
represented by the Exchangeable
Seller's Certificate and by the
Investor Certificates of all
Series) ............................. $________
b. The amount of Principal Receivables
in the Trust represented by the
Series 1999-W Certificates (the
"Adjusted Invested Amount")
for the Due Period with respect to
the current Distribution Date ....... $________
B-3
<PAGE>
c. The amount of Principal Receivables
in the Trust represented by the
Class A Certificates (the "Class A
Adjusted Invested Amount") for the Due
Period with respect to the current -
Distribution Date ................... $________
d. The Invested Amount for the Due
Period with respect to the current
Distribution Date ................... $________
e. The Class A Invested Amount for
the Due Period with respect to the
current Distribution Date ........... $________
f. The Invested Percentage with respect
to Finance Charge Receivables
(including Interchange) and Defaulted
Receivables for the Series 1999-W
Certificates for the Due Period with
respect to the current Distribution
Date ................................ ________%
g. The Invested Percentage with respect
to Principal Receivables for the
Series 1999-W Certificates for the Due
Period with respect to the current
Distribution Date ................... ________%
h. The Class A Floating Percentage
for the Due Period with respect
to the current Distribution Date .... ________%
i. The Class A Principal Percentage
for the Due Period with respect
to the current Distribution Date .... ________%
j. The Collateral Floating Percentage
for the Due Period with respect
to the current Distribution Date .... ________%
k. The Collateral Principal Percentage
for the Due Period with respect
to the current Distribution Date .... ________%
B-4
<PAGE>
3. Delinquent Balances.
-------------------
The aggregate amount of outstanding
balances in the Accounts which were 30
or more days delinquent as of the end
of the Due Period for the current
Distribution Date ................... $________
4. Investor Default Amount.
-----------------------
a. The aggregate amount of all
Defaulted Receivables written off
as uncollectible during the Due Period
with respect to the current Distri-
bution Date allocable to the Series
1999-W Certificates (the "Investor
Default Amount") .................... $________
b. The Class A Investor Default
Amount .............................. $________
c. The Collateral Investor Default
Amount .............................. $________
5. Investor Charge-Offs.
--------------------
a. The amount of the Class A Investor
Charge-Offs per $1,000 interest
after reimbursement of any such
Class A Investor Charge-Offs for
the Due Period with respect to the
current Distribution Date ........... $________
b. The amount attributable to Class A
Investor Charge-Offs, if any, by
which the principal balance of the
Class A Certificates exceeds the
Class A Adjusted Invested Amount
as of the end of the day on the
Record Date with respect to the
current Distribution Date ........... $________
c. The amount of the Collateral Charge-
Offs, if any, for the Due Period
with respect to the current
Distribution Date ................... $________
B-5
<PAGE>
6. Monthly Servicing Fee.
---------------------
a. The amount of the Monthly Servicing
Fee payable by the Trust to the
Servicer with respect to the
current Distribution Date ........... $________
b. The amount of the Interchange Monthly
Servicing Fee payable to the Servicer
with respect to the current
Distribution Date ................... $________
7. Available Cash Collateral Amount.
--------------------------------
a. The amount, if any, withdrawn from
the Cash Collateral Account for the
current Distribution Date (the
"Withdrawal Amount") ................ $________
b. The amount available to be withdrawn
from the Cash Collateral Account as
of the end of the day on the current
Distribution Date, after giving
effect to all withdrawals, deposits
and payments to be made on such
Distribution Date (the "Available
Cash Collateral Amount" for the next
Distribution Date) .................. $________
c. The amount as computed in 7.b as a
percentage of the Class A Adjusted
Invested Amount after giving effect
to all reductions thereof on the
current Distribution Date ........... $________
8. Collateral Invested Amount.
--------------------------
a. The Collateral Invested Amount for
the current Distribution Date ....... $________
b. The Collateral Invested Amount
after giving effect to all with-
drawals, deposits and payments on
the current Distribution Date ....... $________
9. Total Enhancement.
-----------------
a. The total Enhancement for the current
Distribution Date ................... $________
B-6
<PAGE>
b. The total Enhancement after giving
effect to all withdrawals, deposits
and payments on the current Distri-
bution Date ......................... $________
C. The Pool Factor.
---------------
1. The Pool Factor (which represents
the ratio of the Class A Invested
Amount on the last day of the month
ending on the Record Date adjusted
for Class A Investor Charge-Offs
set forth in B.5.a above and for
the distributions of principal set
forth in A.2 above to the Class A
Initial Invested Amount). The
amount of a Class A Certificate-
holder's pro rata share of the
Class A Invested Amount can be
determined by multiplying the
original denomination of the
holder's Class A Certificate by
the Pool Factor ..................... ________%
D. Principal Funding Account.
-------------------------
1. The Principal Funding Investment
Proceeds deposited in the Collection
Account for the current Distribu-
tion Date to be treated as Class A
Available Funds ..................... $________
2. The Excess Principal Funding
Investment Proceeds for the
current Distribution Date ........... $________
3. The Principal Funding Account
Balance as of the end of the
day on the current Distribution
Date ............................... $________
4. The Deficit Controlled Accumulation
Amount for the preceding
Due Period ......................... $________
B-7
<PAGE>
E. Reserve Account.
---------------
1. The Reserve Draw Amount for
the current Distribution Date ........ $________
2. The amount on deposit in the
Reserve Account as of the end
of the day on the current Dis-
tribution Date (the "Available
Reserve Account Amount" for
the next Distribution Date) .......... $________
FCC NATIONAL BANK,
Servicer
By____________________________
Title:
B-8
