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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 1996
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First Deposit National Bank on behalf of the First Deposit Master Trust
(Issuer in respect of the First Deposit Master Trust
4.90% Asset-Backed Certificates, Series 1993-1
5.75% Asset-Backed Certificates, Series 1993-2
Remarketed Asset-Backed Certificates, Series 1993-3
6.90% Asset-Backed Certificates, Series 1994-1
Floating Rate Asset-Backed Certificates, Series 1995-1
6.05% Asset-Backed Certificates, Series 1995-2
Floating Rate Asset-Backed Certificates, Series 1996-1)
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(Exact name of registrant as specified in charter)
33-59922
33-84844
United States of America 33-99462 02-0118519
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
295 Main Street
Tilton, New Hampshire 03276
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 286-4348
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Not Applicable
- ------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
Exhibit 4.1 Series 1996-1 Supplement dated as of June 1, 1996 to the Pooling
and Servicing Agreement dated as of June 1, 1993, as amended,
among First Deposit National Bank, Seller and Servicer, Providian
National Bank, Seller, and Bankers Trust Company, Trustee.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on behalf of the First Deposit
Master Trust by the undersigned hereunto duly authorized.
FIRST DEPOSIT MASTER TRUST
By: FIRST DEPOSIT NATIONAL BANK,
Servicer
By: /s/ David J. Petrini
------------------------------------
David J. Petrini
Senior Vice President and Senior
Financial Officer
Date: 7/3/96
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EXHIBIT INDEX
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Exhibit No. Page
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4.1 Series 1996-1 Supplement dated as of June 1, 1996
to the Pooling and Servicing Agreement dated as of
June 1, 1993, as amended, among First Deposit
National Bank, Seller and Servicer, Providian
National Bank, Seller, and Bankers Trust Company,
Trustee.
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FIRST DEPOSIT NATIONAL BANK
Seller and Servicer,
PROVIDIAN NATIONAL BANK
Seller,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
_____________________________________
SERIES 1996-1 SUPPLEMENT
Dated as of June 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1993
_____________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1996-1
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TABLE OF CONTENTS
Page
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ARTICLE I
CREATION OF THE SERIES 1996-1 CERTIFICATES
Section 1.01 Designation . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS
Section 2.01 Definitions . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
SERVICER
Section 3.01 Servicing Compensation. . . . . . . . . . . . . . . . . 19
ARTICLE IV
RIGHTS OF SERIES 1996-1 CERTIFICATEHOLDERS;
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01 Collection and Allocations. . . . . . . . . . . . . . . 20
Section 4.02 Determination of Monthly Interest . . . . . . . . . . . 20
Section 4.03 Determination of Senior Monthly
Principal and Collateral Monthly
Principal; Principal Funding
Account; Accumulation Period . . . . . . . . . . . . 21
Section 4.04 Required Amount . . . . . . . . . . . . . . . . . . . . 24
Section 4.05 Application of Available Finance
Charge Collection and Available
Principal Collections. . . . . . . . . . . . . . . . 24
Section 4.06 Defaulted Amounts; Charge-Offs. . . . . . . . . . . . 27
Section 4.07 Additional Finance Charges. . . . . . . . . . . . . . . 28
Section 4.08 Shared Principal Collections. . . . . . . . . . . . . . 29
Section 4.09 Reserve Account . . . . . . . . . . . . . . . . . . . . 29
Section 4.10 Prefunding Account. . . . . . . . . . . . . . . . . . . 32
Section 4.11 Interest Rate Protection Agreements.. . . . . . . . . . 35
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 1996 - 1 CERTIFICATEHOLDERS
Section 5.01 Distributions.. . . . . . . . . . . . . . . . . . . . . 36
Section 5.02 Reports and Statements. . . . . . . . . . . . . . . . . 37
ARTICLE VI
PAY OUT EVENTS
Section 6.01 Additional Pay Out Event. . . . . . . . . . . . . . . . 38
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION
Section 7.01 Optional Repurchase . . . . . . . . . . . . . . . . . . 38
Section 7.02 Series Termination. . . . . . . . . . . . . . . . . . . 39
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01 Sale of Receivables or Certificateholders'
Interest Pursuant to Section 2.06 or
10.01 of the Agreement . . . . . . . . . . . . . . . 40
Section 8.02 Distribution of Proceeds of Sale,
Disposition of Liquidation of
the Receivables Pursuant to
Section 9.02 of the Agreement. . . . . . . . . . . . 42
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Ratification of Agreement . . . . . . . . . . . . . . . 44
Section 9.02 Counterparts. . . . . . . . . . . . . . . . . . . . . . 44
Section 9.03 Governing Law.. . . . . . . . . . . . . . . . . . . . . 44
Section 9.04 Series Enhancer Notices.. . . . . . . . . . . . . . . . 44
<PAGE>
Section 9.05 Determination of Material Adverse
Effect . . . . . . . . . . . . . . . . . . . . . . . 44
Section 9.06 Amendment to Reflect Swap . . . . . . . . . . . . . . . 44
Section 9.07 Other Amendments. . . . . . . . . . . . . . . . . . . . 45
EXHIBITS
Exhibit A Form of Senior Certificate
Exhibit B Form of Monthly Payment
Instructions and Notifications to the
Trustee
Exhibit C Form of Monthly Statement
Exhibit D Form of Servicer's Certificate
SCHEDULES
Schedule 1 Designated Dealers
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SERIES 1996-1 SUPPLEMENT dated as of June 1, 1996 (the
"Supplement"), among FIRST DEPOSIT NATIONAL BANK, a national
banking association, Seller and Servicer; PROVIDIAN NATIONAL BANK
(formerly known as FIRST DEPOSIT NATIONAL CREDIT CARD BANK), a
national banking association, Seller; and BANKERS TRUST COMPANY,
a New York banking corporation, Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1993 (as amended and supplemented by each amendment or supplement thereto, other
than amendments and supplements that apply only to other Series of Investor
Certificates issued thereunder, the "Agreement"), among the Sellers, the
Servicer and the Trustee, the Sellers have created First Deposit Master Trust
(the "Trust"). Section 6.03 of the Agreement provides that the Sellers may from
time to time direct the Trustee to authenticate one or more new Series of
Investor Certificates representing fractional undivided interests in the Trust.
The Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.
Pursuant to this Supplement, the Sellers and the Trustee shall create
a new Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
CREATION OF THE SERIES 1996-1 CERTIFICATES
Section 1.01. DESIGNATION. (a) There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this Supplement
to be known as "First Deposit Master Trust, Asset Backed Certificates,
Series 1996-1." Series 1996-1 shall consist of two Classes of Investor
Certificates, the first of which shall be in certificated form and shall be
known as "First Deposit Master Trust, Floating Rate Asset-Backed Certificates,
Series 1996-1" and the second of which shall be in uncertificated form and shall
be known as "First Deposit Master Trust, Collateral Interest, Series 1996-1."
In connection with the issuance of the Collateral Interest, the Trustee is
hereby directed to enter into the Collateral Agreement.
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2
(b) Series 1996-1 shall be included in Group One and shall be a
Prefunded Series. Notwithstanding any other provision to the contrary in the
Agreement or in this Supplement, the first Distribution Date with respect to
Series 1996-1 shall be the July 1996 Distribution Date.
(c) The Senior Certificates are "Investor Certificates" and Senior
Certificateholders are "Investor Certificateholders" for all purposes under the
Agreement and this Supplement. The Collateral Interest shall be deemed to be an
"Investor Certificate" and the Collateral Interest Holder shall be deemed to be
an "Investor Certificateholder" for all purposes under the Agreement and this
Supplement, except where expressly stated to the contrary. The Senior
Certificates and the Collateral Interest together shall constitute the
"Certificateholders' Interest" with respect to Series 1996-1 for all purposes
under the Agreement and this Supplement.
(d) In the event that any term or provision contained herein or in
the Collateral Agreement shall conflict with or be inconsistent with any term or
provision contained in the Agreement, the terms and provisions of this
Supplement or the Collateral Agreement, as the case may be, shall govern.
(e) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and surrender
of Registered Certificates contained in Article VI and Article XII of the
Agreement shall not be applicable to the Collateral Interest.
ARTICLE II
DEFINITIONS
Section 2.01. DEFINITIONS. (a) Whenever used in this Supplement,
the following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
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3
"ACCUMULATION PERIOD" shall mean, unless a Pay Out Event shall have
occurred prior thereto, the period commencing at the close of business on the
last Business Day of May 2001 (or such later date as is determined in accordance
with Section 4.03(d)), and ending upon the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full to Senior
Certificateholders of the Senior Invested Amount and (c) the Termination Date.
"ACCUMULATION PERIOD AMOUNT" shall mean for each Monthly Period an
amount equal to the product of (i) Available Expected Principal for such Monthly
Period and (ii) a fraction, the numerator of which is the Initial Invested
Amount as of the last day of the immediately preceding Monthly Period and the
denominator of which is the sum of (a) the Initial Invested Amount as of the
last day of such immediately preceding Monthly Period and (b) 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 Monthly 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 of Section 4.03(d)
applied to each such Series with such changes as may be specified with respect
to such Series (applying such provisions first to the Variable Accumulation
Series with the latest expected final payment date and next to each Series with
the next preceding expected final payment date).
"ACCUMULATION PERIOD LENGTH" shall have the meaning specified in
Section 4.03(d).
"ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the Invested Amount less the Principal Funding
Account Balance on such date of determination.
"AVAILABLE EXPECTED PRINCIPAL" for any date of determination with
respect to each Monthly Period shall be equal to the excess of (a) the Expected
Monthly Principal for such Monthly 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 Monthly Period and (ii) all
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4
Expected Monthly Principal collections projected by the Servicer to be allocable
to any other Series with respect to which a Pay Out Event shall have occurred on
or prior to such date of determination.
"AVAILABLE FINANCE CHARGE COLLECTIONS" shall mean, with respect to any
Distribution Date, an amount equal to the sum of (a) the product of the Floating
Allocation Percentage and the amount of Collections of Finance Charge
Receivables with respect to the related Monthly Period (including any investment
earnings and certain other amounts that are to be treated as Collections of
Finance Charge Receivables in accordance with the Agreement, but excluding any
investment earnings constituting Prefunding Investment Proceeds or Principal
Funding Investment Proceeds), (b) the Principal Funding Investment Proceeds, if
any, with respect to such Distribution Date, (c) the Prefunding Investment
Proceeds, if any, with respect to such Distribution Date, (d) if the Reserve
Account is funded, the amount, if any, withdrawn from the Reserve Account that,
pursuant to Section 4.09(d), is required to be included in Available Finance
Charge Collections with respect to such Distribution Date, (e) any Additional
Finance Charges from other Series in Group One that are allocated to Series
1996-1 with respect to such Monthly Period in accordance with Section 4.05 of
the Agreement and Section 4.07 hereof and (f) payments on deposit in the
Collection Account as of the related Determination Date received by the Trust
from the Interest Rate Protection Provider with respect to any Interest Rate
Protection Agreements.
"AVAILABLE PRINCIPAL COLLECTIONS" shall mean, with respect to any
Distribution Date, an amount equal to (a) the sum of (i) an aggregate amount
equal to the sum for each day in the related Monthly Period of the product
obtained by multiplying the Principal Allocation Percentage with respect to such
day and the amount of such day's Collections of Principal Receivables, (ii) any
Shared Principal Collections with respect to other Series that are allocated to
Series 1996-1 in accordance with Section 4.04 of the Agreement and Section 4.08
hereof with respect to such Monthly Period and (iii) any other amounts that,
pursuant to Section 4.05 hereof, are to be treated as Available Principal
Collections with respect to such Distribution Date, MINUS (b) Reallocated
Principal Collections with respect to such Monthly Period.
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5
"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 (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"BASE RATE" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Monthly Interest and the Monthly Servicing Fee based on an
assumed Servicing Fee Rate of 2% per annum, in each case with respect to the
related Distribution Date, and the denominator of which is the sum of the Senior
Amount and the Collateral Amount as of the last day of the immediately preceding
Monthly Period.
"CLOSING DATE" shall mean June 12, 1996.
"COLLATERAL AGREEMENT" shall mean the loan agreement relating to
Series 1996-1 among the Sellers, the Servicer, the Trustee, the CIA Investors
parties thereto from time to time and the Agent thereunder, dated as of the date
hereof, as amended, supplemented or modified from time to time.
"COLLATERAL AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Collateral Invested Amount
and (b) the Collateral Initial Percentage of the Prefunding Account Balance, if
any, on such date.
"COLLATERAL DEFAULTED AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Series 1996-1
Defaulted Amount for the related Monthly Period and (b) the Collateral
Percentage for such Monthly Period.
"COLLATERAL INITIAL AMOUNT" shall mean the aggregate initial principal
amount of the Collateral Interest, which is $199,500,000.
"COLLATERAL INITIAL INVESTED AMOUNT" shall mean, with respect to any
date of determination, the Collateral Initial Amount, MINUS the sum of (a) the
Collateral Initial Percentage of the Prefunding Account Balance, if any, on such
date of determination and (b) the amount of any principal payments made to the
Collateral Interest Holder
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6
from funds available in the Prefunding Account pursuant to Section 4.10(e)
before or on such date.
"COLLATERAL INITIAL PERCENTAGE" shall mean the percentage equivalent
of a fraction, the numerator of which is the Collateral Initial Amount and the
denominator of which is the Initial Amount.
"COLLATERAL INTEREST" shall mean the Class of Investor Certificates
designated as "First Deposit Master Trust, Collateral Interest, Series 1996-1"
pursuant to Section 1.01(a), substantially in the form specified in the
Collateral Agreement.
"COLLATERAL INTEREST HOLDER" shall mean the entity or entities so
designated in the Collateral Agreement.
"COLLATERAL INTEREST RATE" shall mean the rate designated as such in
the Collateral Agreement; PROVIDED, HOWEVER, that the Collateral Interest Rate
with respect to any Monthly Period shall not exceed LIBOR for such Monthly
Period plus 1%.
"COLLATERAL INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount as
of such date, MINUS (b) the aggregate amount of principal payments made to the
Collateral Interest Holder prior to such date (other than principal payments
made from amounts on deposit in the Prefunding Account pursuant to Section
4.10(e)), MINUS (c) the amount by which the Collateral Invested Amount has been
reduced in respect of the application of Reallocated Principal Collections on
all prior Distribution Dates pursuant to Section 4.05(b), MINUS (d) the amount
by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.06, PLUS (e) the aggregate amount of
Available Finance Charge Collections applied on all prior Distribution Dates
pursuant to Section 4.05(a)(viii) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c) and (d); PROVIDED, HOWEVER, that
the Collateral Invested Amount shall not be reduced below zero.
"COLLATERAL MONTHLY INTEREST" shall have the meaning specified in
Section 4.02(b).
"COLLATERAL MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.03(e).
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7
"COLLATERAL PERCENTAGE" shall mean, with respect to any Monthly
Period, 100% MINUS the Senior Percentage.
"CONTROLLED ACCUMULATION AMOUNT" shall mean, for any Distribution Date
during the Accumulation Period, $31,270,833.33; PROVIDED that, if the
commencement of the Accumulation Period is modified pursuant to Section 4.03(d),
(a) the Controlled Accumulation Amount shall mean the amount specified in
accordance with such Section on the date on which the Accumulation Period has
most recently been modified, (b) the Controlled Accumulation Amount for each
Monthly Period shall be no greater than the Accumulation Period Amount for such
Monthly Period and (c) the sum of the Controlled Accumulation Amounts for all
Monthly Periods during the modified Accumulation Period shall not be less than
the Senior Initial Invested Amount.
"CONTROLLED DEPOSIT AMOUNT" shall mean, for any Distribution Date
during the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Distribution Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Distribution Date.
"COVERED AMOUNT" shall mean, for any Distribution Date during the
Accumulation Period or the first Special Payment Date, an amount equal to the
product of (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, (b) the
Senior Certificate Rate for such Interest Period and (c) the Principal Funding
Account Balance, if any, as of the preceding Distribution Date.
"CUT-OFF DATE" shall mean May 31, 1996.
"DEFICIT CONTROLLED ACCUMULATION AMOUNT" shall mean (a) on the first
Distribution Date during the Accumulation Period, the excess, if any, of the
Controlled Accumulation Amount for such Distribution Date over the amount
deposited in the Principal Funding Account as Senior Monthly Principal for such
Distribution Date and (b) on each subsequent Distribution Date during the
Accumulation Period, the excess, if any, of the Controlled Accumulation Amount
for such subsequent Distribution Date, PLUS any Deficit Controlled Accumulation
Amount for the prior Distribution Date over the amount deposited in the
Principal Funding Account as Senior Monthly Principal for such subsequent
Distribution Date.
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8
"EARLY AMORTIZATION PERIOD" shall mean the period beginning at the
close of business on the Business Day immediately preceding the day on which a
Pay Out Event with respect to Series 1996-1 is deemed to have occurred, and
ending upon the earlier to occur of (a) the payment in full to the Senior
Certificateholders of the Senior Invested Amount and the payment in full to the
Collateral Interest Holder of the Collateral Invested Amount and (b) the
Termination Date.
"EXPECTED FINAL PAYMENT DATE" shall mean the June 2003 Distribution
Date.
"EXPECTED MONTHLY PRINCIPAL" shall be equal to the product of (a) the
lowest of the monthly principal payment rates (determined by dividing
Collections of Principal Receivables during a calendar month by the amount of
Principal Receivables in the Trust as of the last day of the preceding month,
adjusted for additions and removals occurring after such last day), expressed as
a decimal, for the 12 calendar months preceding the date of such calculation (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 outstanding Series, other than any Variable Funding Series.
"FINANCE CHARGE SHORTFALL" shall have the meaning specified in
Section 4.07.
"FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Adjusted Invested Amount as
of the last day of the immediately preceding Monthly Period and the denominator
of which is the sum of the Principal Receivables in the Trust and the amount on
deposit in the Special Funding Account as of the last day of such immediately
preceding Monthly Period; PROVIDED, HOWEVER, that, with respect to the first
Monthly Period, the Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Initial Invested Amount
for the period from and including the Closing Date to and including the last day
of such Monthly Period and the denominator of which is the sum of the Principal
Receivables in the Trust and the amount on deposit in the Special Funding
Account as of the Cut-Off Date; and PROVIDED FURTHER, that if the Initial
Invested Amount shall
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9
be increased pursuant to Section 4.10 on any day during the applicable Monthly
Period, (i) with respect to the calculation of the Floating Allocation
Percentage of Collections of Finance Charge Receivables, the numerator of such
fraction on such day and each day thereafter, until the next such increase, if
any, in the Initial Invested Amount during such Monthly Period or until and
including the last day of such Monthly Period, shall be the Adjusted Invested
Amount immediately after giving effect to such increase, and (ii) with respect
to the calculation of the Series 1996-1 Defaulted Amount for such Monthly
Period, the numerator of such fraction for such Monthly Period shall be the
weighted average of the Adjusted Invested Amount during such Monthly Period.
"FUNDING DATE" shall have the meaning specified in Section 4.10(d).
"FUNDING PERIOD" shall mean the period from and including the Closing
Date and ending upon the earliest of (a) the commencement date of the Early
Amortization Period, (b) the date on which the Prefunding Account Balance equals
zero and (c) November 30, 1996.
"GROUP ONE" shall mean Series 1996-1 and each other Series specified
in the Supplement for that Series to be included in Group One.
"INITIAL AMOUNT" shall mean an amount equal to the sum of the Senior
Initial Amount and the Collateral Initial Amount.
"INITIAL INVESTED AMOUNT" shall mean an amount equal to the sum of the
Senior Initial Invested Amount and the Collateral Initial Invested Amount;
PROVIDED, HOWEVER, that for purposes of computing "Expected Monthly Principal"
pursuant to this Supplement or the Supplement for any other Series, for any
Monthly Period occurring during the Funding Period for Series 1996-1, the
Initial Invested Amount hereunder shall be an amount equal to the weighted
average of the Initial Invested Amount for such Monthly Period.
"INTEREST PERIOD" shall mean, with respect to any Distribution Date,
the period from and including the preceding Distribution Date to but excluding
such Distribution Date; PROVIDED, HOWEVER, that the initial Interest Period
shall commence on and include the Closing Date and end on but exclude the first
Distribution Date.
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10
"INTEREST RATE PROTECTION AGREEMENT" shall mean, if applicable, any
interest rate cap agreement, interest rate swap agreement or any other interest
rate protection agreement assigned to the Trust for the benefit of the
Series 1996-1 Certificateholders and any guarantee thereof.
"INTEREST RATE PROTECTION PROVIDER" shall mean, if applicable, the
Person specified in the Interest Rate Protection Agreement, in its capacity as
obligor thereunder, and any Person acting as guarantor of the Interest Rate
Protection Agreement.
"INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the sum of the Senior Invested Amount and the
Collateral Invested Amount on such date.
"LIBOR" shall mean, with respect to each day of each Interest Period
(or portion thereof), the rate per annum shown on page 3750 of the Dow Jones &
Company Telerate screen or any successor page as the rate for United States
Dollar deposits for a period of one month as of 11:00 a.m., London time, on the
LIBOR Determination Date for such Interest Period; PROVIDED, HOWEVER, that if no
such rate is shown, LIBOR shall be the rate per annum (rounded upwards, if
necessary, to the nearest one-sixteenth of one percent) based on the offered
rates for United States Dollar deposits for a period of one month as displayed
on page "LIBO" of the Reuters Monitor Money Rates Service or any successor page
as of 11:00 a.m., London time, on the LIBOR Determination Date for such Interest
Period, it being understood that if at least two such rates appear on such page,
the rate shall be the arithmetic mean of such displayed rates; and PROVIDED
FURTHER, that (i) if fewer than two such rates are displayed, LIBOR shall be the
rate per annum (rounded upwards, if necessary, to the nearest one-sixteenth of
one percent) equal to the arithmetic mean of the rates at which deposits in
United States Dollars are offered by the Reference Banks at approximately 11:00
a.m., London time, on the LIBOR Determination Date for such Interest Period to
prime banks in the London interbank market for a period of one month and (ii) if
fewer than two such rates are provided as requested, LIBOR shall be the rate per
annum (rounded upwards, if necessary, to the nearest one-sixteenth of one
percent) equal to the arithmetic mean of the rates quoted by two or more major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on the LIBOR Determination Date for such Interest Period to
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11
leading European banks for United States Dollar deposits for a period of one
month. If fewer than two major banks in New York City are quoting rates for
such deposits at such time, the rate for that day shall be deemed to be the rate
as determined with respect to the preceding Interest Period.
"LIBOR DETERMINATION DATE" shall mean, with respect to any Interest
Period, the second London Business Day prior to the commencement of such
Interest Period.
"LONDON BUSINESS DAY" shall mean a Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank market.
"MONTHLY INTEREST" shall mean, with respect to any Distribution Date,
an amount equal to the sum of the Senior Monthly Interest and the Collateral
Monthly Interest with respect to such Distribution Date.
"MONTHLY SERVICING FEE" shall have the meaning specified in
Section 3.01.
"NON-VARIABLE ACCUMULATION SERIES" shall mean Series 1993-1, Series
1993-2 and each outstanding Series that is not a Variable Funding Series or a
Variable Accumulation Series.
"PAYMENT DATE" shall mean any Distribution Date and any Special
Payment Date.
"PORTFOLIO AVERAGE YIELD" shall mean, if applicable, with respect to
any Distribution Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period.
"PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to (a) an amount equal to the product obtained by multiplying the Floating
Allocation Percentage with respect to such Monthly Period and the amount of
Collections of Finance Charge Receivables with respect to such Monthly Period
(including any investment earnings and certain other amounts that are to be
treated as Collections of Finance Charge Receivables in accordance with the
Agreement but excluding any investment earnings constituting Prefunding
Investment Proceeds or Principal Funding Investment Proceeds), calculated on a
cash
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12
basis, PLUS (b) any Additional Finance Charges from other Series in Group One
that are allocated to Series 1996-1 with respect to such Monthly Period in
accordance with Section 4.05 of the Agreement and Section 4.07 hereof,
calculated on a cash basis, PLUS (c) the amount of Prefunding Investment
Proceeds, if any, for the Distribution Date with respect to such Monthly Period,
PLUS (d) the amount of Principal Funding Investment Proceeds, if any, for the
Distribution Date with respect to such Monthly Period, PLUS (e) if the Reserve
Account is funded, the amount, if any, withdrawn from the Reserve Account that,
pursuant to Section 4.09(d), is required to be included as Available Finance
Charge Collections for the Distribution Date with respect to such Monthly
Period, MINUS (f) the Series 1996-1 Defaulted Amount for the Distribution Date
with respect to such Monthly Period, and the denominator of which is the sum of
the Senior Amount and the Collateral Amount as of the last day of the
immediately preceding Monthly Period.
"PREFUNDED SERIES" shall mean each outstanding Series for which a
Prefunding Account was established in any amount, relating to any of the Classes
of such Series, and which is designated in the related Supplement as a Prefunded
Series.
"PREFUNDING ACCOUNT" shall have the meaning specified in Section
4.10(a).
"PREFUNDING ACCOUNT BALANCE" shall mean, with respect to any date of
determination, $150,000,000, MINUS the amount of any increases in the Initial
Invested Amount pursuant to Section 4.10(d), MINUS the amount of any principal
payments made from funds available in the Prefunding Account pursuant to Section
4.10(e), in each case, before or on such date.
"PREFUNDING INVESTMENT PROCEEDS" shall have the meaning specified in
Section 4.10(b).
"PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to any date
of determination during a Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
(i) during the Revolving Period, the Invested Amount as of the last day of the
immediately preceding Monthly Period and (ii) during the Accumulation Period or
the Early Amortization Period, the Invested Amount as of the last day of the
Revolving Period and the denominator of which is the
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13
greater of (a) the sum of the Principal Receivables in the Trust and the amount
on deposit in the Special Funding Account as of the last day of such immediately
preceding Monthly Period and (b) the sum of the numerators used to calculate the
principal allocation percentages for all Series outstanding as of such date of
determination; PROVIDED, HOWEVER, that if the Initial Invested Amount shall be
increased pursuant to Section 4.10 on any day during the applicable Monthly
Period, the numerator of such fraction on such day and each day thereafter,
until the next such increase, if any, in the Initial Invested Amount during such
Monthly Period or until and including the last day of such Monthly Period, shall
be the Invested Amount immediately after giving effect to such increase.
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning specified in
Section 4.03(b)(i).
"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 (after giving effect to any deposits to, or
withdrawals from, the Principal Funding Account before or on such date).
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall have the meaning
specified in Section 4.03(b)(ii).
"PRINCIPAL SHORTFALL" shall have the meaning specified in
Section 4.08.
"REALLOCATED PRINCIPAL COLLECTIONS" shall mean, with respect to any
Distribution Date, the lesser of (a) the Required Amount and (b) the sum for
each day of the related Monthly Period of the product obtained by multiplying
(i) the Principal Allocation Percentage with respect to such day, (ii) the
amount of such day's Collections of Principal Receivables and (iii) the
Collateral Percentage as of the last day of the immediately preceding Monthly
Period; PROVIDED, HOWEVER, that if the Initial Invested Amount shall be
increased pursuant to Section 4.10 on any day of the applicable Monthly Period,
the Collateral Percentage on such day and each day thereafter, until the next
such increase, if any, in the Initial Invested Amount during such Monthly Period
or until and including the last day of such Monthly Period, shall be the
Collateral Percentage immediately after giving effect to such increase.
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14
"REASSIGNMENT AMOUNT" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (a) the Adjusted Invested Amount on such
Distribution Date, PLUS (b) Monthly Interest for such Distribution Date and any
Monthly Interest previously due but not distributed to the Senior
Certificateholders or the Collateral Interest Holder on any prior Distribution
Date, PLUS (c) the amount of Senior Additional Interest, if any, for such
Distribution Date and any Senior Additional Interest previously due but not
distributed to the Senior Certificateholders on any prior Distribution Date.
"REFERENCE BANKS" shall mean two or more major banks in the London
interbank market selected by the Servicer.
"REQUIRED AMOUNT" shall have the meaning specified in Section 4.04.
"REQUIRED COLLATERAL INVESTED AMOUNT" shall mean (a) initially and
with respect to each Distribution Date before the end of the Funding Period,
$199,500,000 and (b) on the first Distribution Date following the end of the
Funding Period and with respect to any Distribution Date thereafter, 21% of the
Adjusted Invested Amount on such Distribution Date after taking into account any
adjustments to the Adjusted Invested Amount on such Distribution Date, but not
less than $28,500,000; PROVIDED, HOWEVER, that (i) if a Pay Out Event with
respect to Series 1996-1 has occurred, the Required Collateral Invested Amount
for any Distribution Date shall equal the Required Collateral Invested Amount
for the Distribution Date immediately preceding such Pay Out Event, (ii) in no
event shall the Required Collateral Invested Amount exceed the outstanding
principal amount of the Senior Certificates, as of the last day of the Monthly
Period preceding such Distribution Date after taking into account the payments
to be made on such Distribution Date and (iii) the Required Collateral Invested
Amount may be reduced, at the Sellers' option at any time, to a lesser amount if
prior written notice of such reduction is given to the Collateral Interest
Holder and the Sellers, the Servicer and the Trustee have been provided evidence
that the Rating Agency Condition shall have been satisfied.
"REQUIRED RESERVE ACCOUNT AMOUNT" if applicable, shall mean, with
respect to any Distribution Date prior to the Reserve Account Funding Date, $0,
and on or after the
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15
Reserve Account Funding Date, a percentage selected by the Servicer upon written
notice to the Trustee (not to exceed 0.50%) of the Senior Invested Amount as of
such Distribution Date (after giving effect to all changes therein on such
date).
"RESERVE ACCOUNT" if applicable, shall have the meaning specified in
Section 4.09(a).
"RESERVE ACCOUNT FUNDING DATE" if applicable, shall be selected by the
Servicer and shall mean the Distribution Date with respect to the Monthly Period
that commences no more than 12 months prior to the Monthly Period that commences
the Accumulation Period.
"RESERVE ACCOUNT SURPLUS" shall mean, if applicable, as of any date of
determination, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.
"RESERVE DRAW AMOUNT" if applicable, shall have the meaning specified
in Section 4.09(c).
"REVOLVING PERIOD" shall mean the period beginning at the close of
business on the Cut-Off Date and ending on the earlier of (a) the close of
business on the day the Accumulation Period commences and (b) the close of
business on the day the Early Amortization Period commences.
"SENIOR ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.02(a).
"SENIOR ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date
of determination, an amount equal to the Senior Invested Amount less the
Principal Funding Account Balance, if any, on such date.
"SENIOR AMOUNT" shall mean, with respect to any date of determination,
an amount equal to the sum of (a) the Senior Invested Amount and (b) the Senior
Initial Percentage of the Prefunding Account Balance, if any, on such date.
"SENIOR CERTIFICATE" shall mean any one of the Class of Investor
Certificates designated as "First Deposit Master Trust, Floating Rate Asset-
Backed Certificates, Series 1996-1" pursuant to Section 1.01(a), executed by the
Banks and authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A.
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16
"SENIOR CERTIFICATE RATE" shall mean, with respect to any Interest
Period, a per annum rate equal to LIBOR as of the related LIBOR Determination
Date, PLUS 0.17%.
"SENIOR CERTIFICATEHOLDER" shall mean the Person in whose name a
Senior Certificate is registered in the Certificate Register.
"SENIOR CERTIFICATEHOLDERS' INTEREST" shall mean that portion of the
Series 1996-1 Certificateholders' Interest evidenced by the Senior Certificates.
"SENIOR CHARGE-OFF" shall have the meaning specified in
Section 4.06(b).
"SENIOR DEFAULTED AMOUNT" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Series 1996-1 Defaulted Amount
for the related Monthly Period and (b) the Senior Percentage for such Monthly
Period.
"SENIOR DEFAULT RATE" shall mean an amount equal to the sum of the
Senior Certificate Rate and 2.00% per annum.
"SENIOR INITIAL AMOUNT" shall mean the aggregate initial principal
amount of the Senior Certificates, which is $750,500,000.
"SENIOR INITIAL INVESTED AMOUNT" shall mean, with respect to any date
of determination, the Senior Initial Amount, MINUS the sum of (a) the Senior
Initial Percentage of the Prefunding Account Balance, if any, on such date of
determination and (b) the amount of any principal payments made to Senior
Certificateholders from funds available in the Prefunding Account pursuant to
Section 4.10(e) before or on such date.
"SENIOR INITIAL PERCENTAGE" shall mean the percentage equivalent of a
fraction, the numerator of which is the Senior Initial Amount and the
denominator of which is the Initial Amount.
"SENIOR INTEREST SHORTFALL" shall have the meaning specified in
Section 4.02(a).
"SENIOR INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to (a) the
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17
Senior Initial Invested Amount, MINUS (b) the aggregate amount of principal
payments made to Senior Certificateholders prior to such date (other than
principal payments made from amounts on deposit in the Prefunding Account
pursuant to Section 4.10(e)), MINUS (c) the excess, if any, of the aggregate
amount of Senior Charge-Offs over the aggregate amount of Senior Charge-Offs
reimbursed pursuant to Section 4.05(a)(iv) prior to such date; PROVIDED,
HOWEVER, that the Senior Invested Amount shall not be reduced below zero.
"SENIOR MONTHLY INTEREST" shall have the meaning specified in
Section 4.02(a).
"SENIOR MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.03(a).
"SENIOR PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Senior Adjusted Invested Amount as of
the last day of the immediately preceding Monthly Period (or, in the case of the
first Monthly Period, as of the Closing Date) and the denominator of which is
the Adjusted Invested Amount as of the last day of such immediately preceding
Monthly Period (or, in the case of the first Monthly Period, as of the Closing
Date); PROVIDED, HOWEVER, that if the Initial Invested Amount shall be increased
pursuant to Section 4.10 on any day during the applicable Monthly Period, the
numerator of such fraction on such day and each day thereafter, until the next
such increase, if any, in the Initial Invested Amount during such Monthly Period
or until and including the last day of such Monthly Period, shall be the Senior
Adjusted Invested Amount immediately after giving effect to such increase.
"SERIES 1996-1" shall mean the Series of Investor Certificates the
terms of which are specified in this Supplement, including the Class consisting
of the Senior Certificates and the Class consisting of the Collateral Interest.
"SERIES 1996-1 CERTIFICATE" shall mean any one of the Senior
Certificates or the Collateral Interest.
"SERIES 1996-1 CERTIFICATEHOLDER" shall mean any one of the Senior
Certificateholders or the Collateral Interest Holder.
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18
"SERIES 1996-1 CERTIFICATEHOLDERS' INTEREST" shall mean that portion
of the Certificateholders' Interest evidenced by the Series 1996-1 Certificates.
"SERIES 1996-1 DEFAULTED AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Defaulted Amount
for the related Monthly Period and (ii) the Floating Allocation Percentage for
such Monthly Period.
"SERVICING FEE RATE" shall mean (a) for such time as FDNB or any of
its Affiliates is the Servicer, 1.75% per annum and (b) at all other times, a
percentage determined by the Trustee in accordance with Section 10.02 of the
Agreement which shall not exceed 2.00% per annum.
"SPECIAL PAYMENT DATE" shall mean each Distribution Date during the
Early Amortization Period.
"TERMINATION DATE" shall mean the August 2007 Distribution Date.
"TRANSFER DATE RESERVE ACCOUNT SURPLUS AMOUNT" shall have the meaning
specified in Section 4.09(e).
"UNITED STATES DOLLARS" shall mean the lawful currency of the United
States of America.
"VARIABLE ACCUMULATION SERIES" shall mean each outstanding Series,
other than Series 1993-2 and any Variable Funding Series, for which, pursuant to
the terms of the related Supplement, at the time a determination is made
pursuant to Section 4.03(d), the commencement date of the Accumulation Period
may be changed.
"VARIABLE FUNDING SERIES" shall mean Series 1993-3 and any other
Series designated in the related Supplement as a Variable Funding Series.
(b) Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 1996-1, Moody's and
Standard & Poor's. As used in this Supplement and in the Agreement with respect
to Series 1996-1, "highest investment category" shall mean (i) in the case of
Standard & Poor's, A-1+ or AAA, as applicable, and (ii) in the case of Moody's,
P-1 or Aaa, as applicable.
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19
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
(d) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Supplement shall refer to this Supplement as a whole
and not to any particular provision of this Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and Exhibits in
or to this Supplement unless otherwise specified; and the term "including" means
"including without limitation".
ARTICLE III
SERVICER
Section 3.01. SERVICING COMPENSATION. The share of the Servicing Fee
allocable to the Series 1996-1 Certificateholders with respect to any
Distribution Date (the "Monthly Servicing Fee") shall be equal to one-twelfth of
the product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested
Amount as of the last day of the Monthly Period preceding such Distribution
Date, MINUS (ii) the product of the amount, if any, on deposit in the Special
Funding Account as of the last day of such Monthly Period and the Floating
Allocation Percentage with respect to such Monthly Period; PROVIDED, HOWEVER,
that with respect to the first Distribution Date, the Monthly Servicing Fee
shall be equal to the product of (x) 1.75%, (y) the weighted average of the
Invested Amount for the period from and including the Closing Date to and
including the last day of the Monthly Period immediately preceding the first
Distribution Date and (z) a fraction equal to the number of days in such period
divided by 360. The remainder of the Servicing Fee (I.E., the portion not
allocated to the Series 1996-1 Certificateholders' Interest) shall be paid by
the Sellers or the Certificateholders of other Series (as provided in the
related Supplements) and in no event shall the Trust, the Trustee, the Senior
Certificateholders or the Collateral Interest Holder be liable for the share of
the Servicing Fee to be paid by the Sellers or the Certificateholders of any
other Series. The Monthly Servicing Fee shall be payable to the Servicer solely
to the extent amounts are available for distribution in respect thereof pursuant
to Section 4.05(a)(ii) or 4.05(b).
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20
ARTICLE IV
RIGHTS OF SERIES 1996-1 CERTIFICATEHOLDERS;
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. COLLECTIONS AND ALLOCATIONS. The Servicer shall apply,
or shall instruct the Trustee, upon written notice substantially in the form of
Exhibit B, to apply, all collections and other funds on deposit in the
Collection Account that are allocated to the Series 1996-1 Certificates as
described in this Article IV.
Section 4.02. DETERMINATION OF MONTHLY INTEREST. (a) The amount of
monthly interest ("Senior Monthly Interest") distributable from the Collection
Account with respect to the Senior Certificates on any Distribution Date shall
be an amount equal to the product of (i) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360, (ii) the Senior Certificate Rate and (iii) the Senior Amount as of
the immediately preceding Record Date (or in the case of the first Distribution
Date, the Senior Initial Amount).
On each Distribution Date, the Servicer shall determine the excess, if
any (the "Senior Interest Shortfall"), of (x) the Senior Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and
available to pay such Senior Monthly Interest on such Distribution Date. With
respect to any Distribution Date, if the Senior Interest Shortfall with respect
to the preceding Distribution Date is greater than zero, an amount ("Senior
Additional Interest") equal to the product of (i) a fraction, the numerator of
which is the actual number of days in the related Interest Period and the
denominator of which is 360, (ii) the Senior Default Rate and (iii) such Senior
Interest Shortfall (or the portion thereof which has not been paid to Senior
Certificateholders) shall be payable as provided herein with respect to the
Senior Certificates on each Distribution Date following the Distribution Date on
which such Senior Interest Shortfall occurs to and including the Distribution
Date on which such Senior Interest Shortfall is paid to Senior
Certificateholders. Notwithstanding anything to the contrary herein, Senior
Additional Interest shall be payable or distributed to Senior Certificateholders
only to the extent permitted by applicable law.
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21
(b) The amount of monthly interest ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Interest on any Distribution Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (ii) the Collateral
Interest Rate and (iii) the Collateral Amount as of the last Business Day of the
preceding Monthly Period (or, in the case of the first Distribution Date, the
Collateral Initial Amount.)
Section 4.03. DETERMINATION OF SENIOR MONTHLY PRINCIPAL AND
COLLATERAL MONTHLY PRINCIPAL; PRINCIPAL FUNDING ACCOUNT; ACCUMULATION PERIOD.
(a) The amount of monthly principal ("Senior Monthly Principal") distributable
from the Collection Account with respect to the Senior Certificateholders'
Interest on each Distribution Date beginning with the first to occur of (i) the
first Special Payment Date, if any, and (ii) the first Distribution Date during
the Accumulation Period, shall be equal to the least of (x) Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, (y) for each Distribution Date during the Accumulation Period
(and on or prior to the Expected Final Payment Date), the Controlled Deposit
Amount for such Distribution Date and (z) the Senior Adjusted Invested Amount on
such Distribution Date.
(b) (i) The Servicer, for the benefit of the Senior
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Senior Certificateholders. The
Principal Funding Account shall initially be established with Bankers Trust
Company.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Senior Certificateholders; PROVIDED
that, on each Distribution Date all interest and other investment income (net of
losses and investment expenses) ("Principal Funding Investment Proceeds") on
funds on deposit therein shall be applied as set forth in paragraph (iii) below.
Funds on deposit in the Principal Funding Account shall be invested in Eligible
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22
Investments that will mature so that such funds will be available at the close
of business on the Transfer Date preceding the following Distribution Date. No
such Eligible Investment in the Principal Funding Account shall be disposed of
prior to its maturity; PROVIDED, HOWEVER, that the Trustee shall sell, liquidate
or dispose of such Eligible Investment before its maturity, at the written
direction of the Servicer, if such sale, liquidation or disposal would not
result in a loss of all or part of the principal portion of such Eligible
Investment (the Trustee shall not be responsible for determining whether such a
loss would result) or if, prior to the maturity of such Eligible Investment, a
default occurs in the payment of principal, interest or any other amount with
respect to such Eligible Investment. Unless the Servicer directs otherwise,
funds deposited in the Principal Funding Account on a Transfer Date (which
immediately precedes a Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(iii) On each Distribution Date during the Accumulation Period, the
Servicer shall direct the Trustee to withdraw from the Principal Funding Account
and deposit into the Collection Account all Principal Funding Investment
Proceeds then on deposit in the Principal Funding Account and such Principal
Funding Investment Proceeds shall be treated as a portion of Available Finance
Charge Collections for such Distribution Date.
(iv) Reinvested interest and other investment income on funds
deposited in the Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Supplement.
(c) (i) The Trustee shall possess all right, title and interest in
all funds 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 Senior
Certificateholders. If, at any time, the Principal Funding Account ceases to be
an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Principal Funding
Account meeting the conditions specified in paragraph (b)(i) above as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Principal Funding Account.
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23
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Principal Funding Account for the
purposes of carrying out the Servicer's or Trustee's duties hereunder. Pursuant
to the authority granted to the Paying Agent in Section 5.01 of this Supplement
and Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Principal Funding Account
for the purpose of making distributions to the Senior Certificateholders.
(d) The Accumulation Period is scheduled to commence at the close of
business on the last Business Day of May 2001; PROVIDED, HOWEVER, that if the
Accumulation Period Length on any Determination Date (determined as described
below) is less than twenty-four months, upon notice to the Trustee, the Sellers,
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 last Business Day of any month that precedes the month that is
the number of months prior to the Expected Final Payment Date equal to the
Accumulation Period Length; PROVIDED, HOWEVER, that (i) the length of the
Accumulation Period shall not be less than six months; and (ii) notwithstanding
any other provision of this Supplement to the contrary, no election to postpone
the commencement of the Accumulation Period shall be made after a Pay Out Event
(as defined in the related Supplement) shall have occurred and is continuing
with respect to any other Series. On each Determination Date, the Servicer
shall determine the "Accumulation Period Length," which shall equal the number
of months such that the Accumulation Period Amount for the Monthly Period
immediately preceding the Expected Final Payment Date, when aggregated with the
Accumulation Period Amounts for each preceding Monthly Period, shall equal or
exceed the Senior Initial Invested Amount. Any notice by the Servicer electing
to modify the commencement of the Accumulation Period pursuant to this
subsection (d) 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 Monthly Period.
(e) The amount, if any, of monthly principal ("Collateral Monthly
Principal") distributable from the
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Collection Account with respect to the Collateral Interest on each Distribution
Date:
(i) for any Distribution Date prior to the Distribution Date on which
the Senior Amount is paid in full, shall be an amount equal to the lesser
of (A) Available Principal Collections not applied to Senior Monthly
Principal on such Distribution Date and (B) the excess, if any, of (x) the
Collateral Invested Amount over (y) the Required Collateral Invested Amount
(after giving effect to any adjustments made to the Required Collateral
Invested Amount on such Distribution Date); and
(ii) beginning with the Distribution Date on which the Senior Amount
is paid in full, shall be an amount equal to Available Principal
Collections with respect to such Distribution Date (MINUS the portion of
any Available Principal Collections applied to Senior 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.
Section 4.04. REQUIRED AMOUNT. With respect to each Distribution
Date, on the related Determination Date, the Servicer shall determine the amount
(the "Required Amount"), if any, by which (a) the full amount required to be
paid pursuant to Sections 4.05(a)(i), (ii) and (iii) for such Distribution Date
exceeds (b) the amount of Available Finance Charge Collections for such
Distribution Date. The Servicer shall give the Trustee notice of the Required
Amount on any Determination Date on which the Servicer determines that the
Required Amount is greater than zero.
Section 4.05. APPLICATION OF AVAILABLE FINANCE CHARGE COLLECTIONS AND
AVAILABLE PRINCIPAL COLLECTIONS. The Servicer shall apply (if FDNB is the
Servicer and the Collection Account is maintained with FDNB) or shall cause the
Trustee to apply, on each Distribution Date, Available Finance Charge
Collections, Reallocated Principal Collections and Available Principal
Collections on deposit
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25
in the Collection Account with respect to such Distribution Date, to make the
following distributions:
(a) On each Distribution Date, Available Finance Charge Collections
with respect to such Distribution Date shall be distributed in the following
priority:
(i) an amount equal to Senior Monthly Interest for such Distribution
Date, PLUS the amount of any Senior Monthly Interest previously due but not
distributed to Senior Certificateholders on a prior Distribution Date, PLUS
the amount of any Senior Additional Interest for such Distribution Date and
any Senior Additional Interest previously due but not distributed to Senior
Certificateholders on a prior Distribution Date, shall be distributed to
the Paying Agent for payment to the Senior Certificateholders;
(ii) an amount equal to 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 any prior Distribution Date,
shall be distributed to the Servicer (unless such amount has been netted
against deposits to the Collection Account in accordance with
Section 4.03(a) of the Agreement);
(iii) an amount equal to the Senior Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(iv) an amount equal to the aggregate amount of Senior Charge-Offs
that have not been previously reimbursed shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(v) an amount equal to the Collateral Monthly Interest, PLUS the
amount of any Collateral Monthly Interest previously due but not paid to
the Collateral Interest Holder on any prior Distribution Date, shall be
paid to the Collateral Interest Holder for application in accordance with
the Collateral Agreement;
(vi) an amount equal to the Collateral Defaulted Amount for such
Distribution Date shall be treated as a
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26
portion of Available Principal Collections with respect to such
Distribution Date;
(vii) if the Reserve Account is being funded, on each Distribution
Date from and after the Reserve Account Funding Date, but prior to the date
on which the Reserve Account terminates as described in Section 4.09(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;
(viii) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clauses (c) and (d) of the
definition of "Collateral Invested Amount" (but not in excess of the amount
of such reductions that have not been previously reimbursed) shall be
treated as a portion of Available Principal Collections with respect to
such Distribution Date;
(ix) an amount equal to the aggregate of any other amounts then due to
the Collateral Interest Holder pursuant to the Collateral Agreement (to the
extent such amounts are payable pursuant to the Collateral Agreement out of
"Available Non-Principal Funds" (as defined therein)) shall be distributed
to the Collateral Interest Holder for application in accordance with the
Collateral Agreement; and
(x) the balance, if any, shall constitute Additional Finance Charges
for such Distribution Date and shall be available for allocation to other
Series in Group One or to the Sellers as described in Section 4.05 of the
Agreement.
(b) On each Distribution Date, Reallocated Principal Collections shall
be distributed in an amount up to the Required Amount, if any, to fund any
deficiency pursuant to Sections 4.05(a)(i), (ii) and (iii), in the priority set
forth in such Sections.
(c) On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Principal Collections deposited in the
Collection Account for the
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related Monthly Period shall be distributed in the following priority:
(i) an amount equal to Collateral Monthly Principal, if any, for such
Distribution Date shall be distributed to the Collateral Interest Holder
for application in accordance with the Collateral Agreement; and
(ii) the balance, if any, of such Available Principal Collections then
on deposit in the Collection Account shall be treated as Shared Principal
Collections and applied in accordance with Section 4.04 of the Agreement.
(d) On each Distribution Date during the period beginning on the
earlier to occur of (w) the commencement date of the Accumulation Period and
(x) the commencement date of the Early Amortization Period and ending on the
earlier to occur of (y) the payment in full to Senior Certificateholders of the
Senior Invested Amount and the payment in full to the Collateral Interest Holder
of the Collateral Invested Amount and (z) the Termination Date, an amount equal
to the Available Principal Collections deposited in the Collection Account for
the related Monthly Period shall be distributed in the following priority:
(i) an amount equal to Senior Monthly Principal for such Distribution
Date shall be deposited into the Principal Funding Account, and on the
Expected Final Payment Date and each Special Payment Date, such amounts
shall be applied in accordance with Section 5.01(b);
(ii) an amount equal to the Collateral Monthly Principal, if any, for
such Distribution Date shall be distributed to the Collateral Interest
Holder for application in accordance with the Collateral Agreement; and
(iii) the balance, if any, of Available Principal Collections then on
deposit in the Collection Account shall be treated as Shared Principal
Collections and applied in accordance with Section 4.04 of the Agreement.
Section 4.06. DEFAULTED AMOUNTS; CHARGE-OFFS. (a) If, on any
Distribution Date, the Collateral Defaulted
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Amount exceeds the amount of Available Finance Charge Collections available to
fund the Collateral Defaulted Amount pursuant to Section 4.05(a)(vi) on such
Distribution Date, then the Collateral Invested Amount shall be reduced by the
amount of such excess; PROVIDED, HOWEVER, that the Collateral Invested Amount
shall not be reduced below zero. Such reductions shall thereafter be reimbursed
and the Collateral Invested Amount increased (but not by an amount in excess of
the aggregate unreimbursed reductions) on any Distribution Date by the amount of
Available Finance Charge Collections allocated and available for that purpose
pursuant to 4.05(a)(viii).
(b) On each Determination Date, the Servicer shall calculate the
Senior Defaulted Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Required Amount for the related Monthly Period exceeds
the amount of Reallocated Principal Collections with respect to such Monthly
Period, the Collateral Invested Amount (after giving effect to reductions in the
Collateral Invested Amount on such Distribution Date (i) pursuant to Section
4.05(b) in respect of the application of Reallocated Principal Collections and
(ii) pursuant to Section 4.06(a) in respect of the amount by which the
Collateral Defaulted Amount exceeded the amount of Available Finance Charge
Collections available to fund the Collateral Defaulted Amount) shall be reduced
by the amount of such excess, but not by more than the excess of the Senior
Defaulted Amount for such Distribution Date over the amount of Available Finance
Charge Collections and the amount of Reallocated Principal Collections used to
fund the Senior Defaulted 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 Senior
Invested Amount shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero (a "Senior Charge-Off"). Senior
Charge-Offs shall thereafter be reimbursed and the Senior Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Senior
Charge-Offs) on any Distribution Date by the amount of Available Finance Charge
Collections allocated and available for that purpose pursuant to
Section 4.05(a)(iv).
Section 4.07. ADDITIONAL FINANCE CHARGES. Subject to Section 4.05 of
the Agreement, Additional Finance Charges with respect to the Series in Group
One for any Distribution Date shall be allocated to Series 1996-1 in an
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amount equal to the product of (i) the aggregate amount of Additional Finance
Charges with respect to all the Series in Group One for such Distribution Date
and (ii) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 1996-1 for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Series in Group One
for such Distribution Date. The "Finance Charge Shortfall" for Series 1996-1
for any Distribution Date shall be equal to the excess, if any, of (x) the full
amount required to be paid pursuant to Section 4.05(a) (excluding
Section 4.05(a)(x)) on such Distribution Date over (y) Available Finance Charge
Collections (excluding any Additional Finance Charges from other Series in Group
One that are allocated to Series 1996-1 on such Distribution Date) with respect
to the related Monthly Period.
Section 4.08. SHARED PRINCIPAL COLLECTIONS. Subject to Section 4.04
of the Agreement, Shared Principal Collections for any Distribution Date shall
be allocated to Series 1996-1 in an amount equal to the product of (i) the
aggregate amount of Shared Principal Collections with respect to all Series for
such Distribution Date and (ii) a fraction, the numerator of which is the
Principal Shortfall for Series 1996-1 for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Distribution Date. The "Principal Shortfall" for Series 1996-1
shall be equal to (x) for any Distribution Date with respect to the Revolving
Period, zero, (y) for any Distribution Date during the Accumulation Period (on
or prior to the Expected Final Payment Date), the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the amount
of Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections) and (z) for any
Distribution Date during the Early Amortization Period and for each Distribution
Date during the Accumulation Period after the Expected Final Payment Date, the
excess, if any, of the Invested Amount over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
Section 4.09. RESERVE ACCOUNT. (a) The Servicer may elect, in its
sole discretion, to establish and maintain, in the name of the Trustee, on
behalf of the Trust, for the benefit of the Senior Certificateholders, an
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Eligible Deposit Account (the "Reserve Account") bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Senior Certificateholders. At the time of such election, the Servicer shall
notify the Trustee of the percentage to be specified under the definition of
Required Reserve Account Amount in Section 2.01(a). The Trustee shall possess
all right, title and interest in all funds 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 Senior
Certificateholders. If at any time the Reserve Account ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf) shall within
10 Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Reserve Account meeting
the conditions specified above as an Eligible Deposit Account, and shall
transfer any cash and/or any investments to such new Reserve Account. The
Trustee, at the direction of the Servicer, shall (i) make withdrawals from the
Reserve Account from time to time in an amount up to the Available Reserve
Account Amount at such time, for the purposes set forth in this Supplement, and
(ii) on each Distribution Date (from and after the Reserve Account Funding Date)
prior to the termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with,
Section 4.05(a)(vii).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Eligible Investments. Funds on
deposit in the Reserve Account on any Transfer Date or Distribution Date, after
giving effect to any withdrawals from the Reserve Account on such 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 Senior Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Eligible Investments. No Eligible Investment shall be disposed of prior to its
maturity; PROVIDED, HOWEVER, that the Trustee shall sell, liquidate or dispose
of an Eligible Investment before its maturity, at the written direction of the
Servicer, if such sale, liquidation or disposal would not result in a loss of
all or part of the principal portion of such Eligible Investment (the Trustee
shall not be responsible for determining whether such a loss would result) or
if, prior
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31
to the maturity of such Eligible Investment, a default occurs in the payment of
principal, interest or any other amount with respect to such Eligible
Investment. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer 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 distributed to or at
the direction of the Sellers. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this
Supplement, 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 the Determination Date preceding each Distribution Date during
the Accumulation Period (on or prior to the Expected Final Payment Date) and the
first Special Payment Date, the Servicer shall calculate the "Reserve Draw
Amount," which shall be equal to the excess, if any, of the Covered Amount with
respect to such Distribution Date or Special Payment Date over the Principal
Funding Investment Proceeds with respect to such Distribution Date or Special
Payment Date; PROVIDED, that such amount shall be reduced to the extent that
funds otherwise would be available for deposit in the Reserve Account under
Section 4.05(a)(vii) with respect to such Distribution Date or Special Payment
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
related Transfer Date by the Trustee (acting in accordance with the instructions
of the Servicer), deposited into the Collection Account and included in
Available Finance Charge Collections for such Distribution Date.
(e) On or before each Transfer Date, the Servicer shall determine the
amount, if any, of the Reserve Account Surplus for the following Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account required to be made with respect to such Distribution Date (the
"Transfer Date Reserve Account Surplus Amount"). In the event that the Transfer
Date Reserve Account Surplus Amount with respect to any Transfer Date is greater
than zero, the Trustee, on such Transfer
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32
Date, acting in accordance with the instructions of the Servicer, shall withdraw
from the Reserve Account, and pay to or at the direction of the Sellers, an
amount equal to such Transfer Date Reserve Account Surplus Amount.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Senior
Invested Amount is paid in full to the Senior Certificateholders, (iii) the
Transfer Date immediately preceding the first Special Payment Date and (iv) the
Transfer Date immediately preceding the Expected Final Payment Date, the
Trustee, acting in accordance with the instructions of the Servicer, after the
prior payment of all amounts owing to the Senior Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from the
Reserve Account and pay to or at the direction of the Sellers, all amounts, if
any, on deposit in the Reserve Account and the Reserve Account shall be deemed
to have terminated for purposes of this Supplement.
SECTION 4.10. PREFUNDING ACCOUNT. (a) The Servicer shall establish
and maintain, in the name of the Trustee, on behalf of the Trust, for the
benefit of the Senior Certificateholders and the Collateral Interest Holder, as
their interests appear herein, an Eligible Deposit Account (the "Prefunding
Account") bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 1996-1 Certificateholders. The
Prefunding Account shall initially be established with Bankers Trust Company.
The Sellers shall on the Closing Date deposit into the Prefunding Account
$150,000,000. The Sellers do hereby transfer, assign, set over and otherwise
convey to the Trustee for the benefit of the Series 1996-1 Certificateholders,
without recourse, all of their right, title and interest in, to and under the
Prefunding Account, any Eligible Investments on deposit therein and any proceeds
of the foregoing. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Prefunding Account and in all
proceeds thereof. The Prefunding Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1996-1 Certificateholders.
If at any time the Prefunding Account ceases to be an Eligible Deposit Account,
the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Prefunding Account meeting the
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33
conditions specified above as an Eligible Deposit Account, and shall transfer
any cash and/or any investments to such new Prefunding Account. Pursuant to
subsection 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct the
Trustee to make withdrawals or payments from the Prefunding Account for the
purposes of carrying out the Servicer's or Trustee's duties hereunder. Pursuant
to the authority granted to the Paying Agent in Section 5.01 of this Supplement
and Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Prefunding Account for the
purpose of making distributions to the Senior Certificateholders.
(b) On each Distribution Date, the Servicer shall direct the Trustee
to withdraw from the Prefunding Account and deposit into the Collection Account
all interest and other investment income (net of losses and investment expenses)
("Prefunding Investment Proceeds") then on deposit in the Prefunding Account.
Such investment income shall be treated as a portion of Available Finance Charge
Collections for such Distribution Date, in accordance with the applicable
definitions in Section 1.01. Interest (including reinvested interest) and other
investment income on funds on deposit in the Prefunding Account shall not be
considered to be principal amounts on deposit therein for purposes of this
Supplement.
(c) Funds on deposit in the Prefunding Account shall be invested in
Eligible Investments by the Trustee at the direction of the Servicer. Funds on
deposit in the Prefunding Account on the Closing Date and thereafter shall be
invested in Eligible Investments that will mature so that such funds will be
available for withdrawal on the Business Day on which the next increase in the
Invested Amount pursuant to Section 4.10(d) is expected by the Servicer to occur
or, if earlier, on the next succeeding Transfer Date.
(d) During the Funding Period, the Initial Invested Amount (i) may be
increased, at the option of the Sellers, to the extent that the Sellers'
Participation Amount exceeds 5.5% of an amount equal to the sum of the Principal
Receivables in the Trust and the amount on deposit in the Special Funding
Account, and (ii) shall be increased to the extent that the Sellers'
Participation Amount exceeds 15% of an amount equal to the sum of the Principal
Receivables in the Trust and the amount on deposit in the
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34
Special Funding Account; PROVIDED, HOWEVER, that the Initial Invested Amount
shall in no event exceed the Initial Amount or increase pursuant to this
Section 4.10(d) by an amount in excess of the Prefunding Account Balance
immediately prior to giving effect to such increase, and PROVIDED FURTHER, that
if there is more than one Prefunded Series with a Prefunding Account Balance
greater than zero, the Series with the earliest Closing Date shall have its
Initial Invested Amount increased first and Series with the same Closing Date
shall have their respective Initial Invested Amounts increased on a pro rata
basis. Any such increase in the Invested Amount shall be effected on a Business
Day in the Funding Period designated by the Servicer, in its discretion (but not
later than 30 Business Days following any day on which the Sellers'
Participation Amount exceeds 15% of the sum of the aggregate amount of Principal
Receivables in the Trust and the amounts on deposit in the Special Funding
Account) upon not less than two Business Days' prior notice to the Trustee
(each, a "Funding Date"). The Servicer shall determine the amount of the
increase in the Invested Amount for any Funding Date, which shall be (i) no
greater than the amount by which the Sellers' Participation Amount on such
Funding Date exceeds 5.5% of an amount equal to the sum of the Principal
Receivables in the Trust and the amount on deposit in the Special Funding
Account on such Funding Date, (ii) an integral multiple of $1,000,000, and
(iii) in the case of any required increase in the Invested Amount, no less than
the amount, if any, by which the Sellers' Participation Amount on such Funding
Date exceeds 15% of the sum of the Principal Receivables in the Trust and the
amount on deposit in the Special Funding Account on such Funding Date rounded
downward to the nearest integral multiple of $1,000,000. Such increase in the
Initial Invested Amount shall be allocated to the Senior Certificates and the
Collateral Interest on a pro rata basis based on the Senior Initial Percentage
and the Collateral Initial Percentage. Upon any increase in the Initial
Invested Amount pursuant to this Section 4.10(d), the Servicer shall instruct
the Trustee to withdraw from the Prefunding Account and pay to the Sellers or to
another Person at the Sellers' direction, on the day of such increase, an amount
equal to the amount of such increase in the Initial Invested Amount. If
principal is to be paid on any Investor Certificates other than the Series
1996-1 Certificates on any day during the Funding Period, the Invested Amount
may be increased pursuant to this Section 4.10(d) on such day to the extent
that, but for such increase in the Invested Amount, the Sellers' Participation
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35
Amount on such day would exceed 5.5% of the sum of the aggregate amount of
Principal Receivables in the Trust and amounts on deposit in the Special Funding
Account, after giving effect to the principal payments on such other Investor
Certificates on such day. In such case, the Sellers may direct that all or a
portion of the amount withdrawn from the Prefunding Account shall be paid to the
holders of such other Investor Certificates or to the Trustee or a paying agent
for payment to such holders.
(e) In the event that the Prefunding Account Balance exceeds zero at
the end of the Funding Period, the Servicer shall apply or shall cause the
Trustee to apply the Prefunding Account Balance on the first Distribution Date
following the end of the Funding Period to the payment by the Paying Agent of
principal on the Senior Certificates pursuant to Section 5.01(b) and to the
payment to the Collateral Interest Holder of principal on the Collateral
Interest on a pro rata basis based on the Senior Initial Percentage and the
Collateral Initial Percentage.
Section 4.11. INTEREST RATE PROTECTION AGREEMENTS. (a) The Sellers
may determine from time to time, in their sole discretion, to obtain one or more
Interest Rate Protection Agreements with respect to Series 1996-1. Upon any
such determination, the Servicer shall obtain such an Interest Rate Protection
Agreement in favor of the Trust for the benefit of the Series 1996-1
Certificateholders by directing the Trustee to accept an assignment of such
Interest Rate Protection Agreement and the Trustee shall accept such assignment.
The Interest Rate Protection Agreement shall provide that the Trust shall be
entitled to receive any payments from the Interest Rate Protection Provider
thereunder (which payments shall be determined in accordance with the Interest
Rate Protection Agreement). Any Interest Rate Protection Agreement may be
terminated by the Sellers or assigned by the Trust to or at the direction of the
Sellers at any time at the Sellers' election and in their sole discretion. The
Sellers may assign to the Trust at any time in their sole discretion any
interest rate cap agreement or other Interest Rate Protection Agreement so long
as the Trust is neither required to pay for nor obligated to make payments
pursuant to such Interest Rate Protection Agreement, and the Sellers may assign
to the Trust pursuant to this Section 4.11 any Interest Rate Protection
Agreement that is an interest rate swap agreement or that otherwise obligates
the Trust to make any payments if the conditions specified in Section 9.06
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36
have been satisfied with respect thereto. The Sellers will notify each Rating
Agency in writing of the assignment of any Interest Rate Protection Agreement to
the Trust within five Business Days following such assignment, unless earlier
notice is given in connection with the satisfaction of any required Rating
Agency Condition.
(b) The Trustee hereby appoints the Servicer to perform the duties of
the calculation agent under any Interest Rate Protection Agreement and the
Servicer accepts such appointment.
(c) The Trustee hereby agrees to make demand under the guarantee, if
any, of any Interest Rate Protection Agreement in the event that the Interest
Rate Protection Provider shall fail to make any payment as provided in the
Interest Rate Protection Agreement.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 1996-1 CERTIFICATEHOLDERS
Section 5.01. DISTRIBUTIONS. (a) On each Payment Date, the Paying
Agent shall distribute to each Senior Certificateholder of record on the related
Record Date (other than as provided in Section 12.02 of the Agreement) such
Senior Certificateholder's pro rata share of the amounts that are allocated and
available on such Payment Date to pay interest on the Senior Certificates
pursuant to this Supplement.
(b) On each Special Payment Date, on the Distribution Date following
the end of the Funding Period, on the Expected Final Payment Date and on each
Distribution Date during the Accumulation Period following the Expected Final
Payment Date, the Paying Agent shall distribute to each Senior Certificateholder
of record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Senior Certificateholder's pro rata share of the amounts on
deposit in the Principal Funding Account and/or the Prefunding Account or
otherwise held by the Paying Agent and that are allocated and available on such
date to pay principal of the Senior Certificates pursuant to this Supplement up
to a maximum amount on any such date equal to the Senior Invested Amount on such
date (unless there has been an optional repurchase of the Series 1996-1
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37
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation shall not apply).
(c) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.
(d) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Senior Certificateholders hereunder
shall be made by check mailed to each Senior Certificateholder at such Senior
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any Senior Certificate or the making of any
notation thereon; PROVIDED, HOWEVER, that with respect to Senior Certificates
registered in the name of a Clearing Agency, such distributions shall be made to
such Clearing Agency in immediately available funds.
(e) Distributions to the Collateral Interest Holder shall be made in
accordance with the terms of the Collateral Agreement, subject to the terms of,
and the amounts allocated and available for such purpose under, the Agreement
and this Supplement.
Section 5.02. REPORTS AND STATEMENTS. (a) On each Distribution
Date, the Paying Agent, on behalf of the Trustee, shall forward to each Senior
Certificateholder and Collateral Interest Holder a statement substantially in
the form of Exhibit C prepared by the Servicer.
(b) (i) Not later than each Determination Date, the Servicer shall
deliver to the Trustee and the Paying Agent (x) a statement substantially in the
form of Exhibit C prepared by the Servicer and (y) a certificate of a Servicing
Officer substantially in the form of Exhibit D, and (ii) not later than each
Distribution Date, the Paying Agent shall deliver to each Rating Agency a copy
of the statements delivered to it by the Servicer pursuant to clause (i).
(c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 1996-1 Certificateholder or
any Certificate Owner with respect to Series 1996-1 by a request in writing to
the Servicer.
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(d) On or before January 31 of each calendar year, beginning with
calendar year 1997, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 1996-1 Certificateholder, a statement prepared by the
Servicer containing the information that is required to be contained in the
statement in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1996-1
Certificateholder, together with such other information, if any, as is required
to be provided under the Internal Revenue Code. 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.
ARTICLE VI
PAY OUT EVENTS
Section 6.01. ADDITIONAL PAY OUT EVENT. The occurrence of the
following event (as determined by the Servicer on any Determination Date) shall,
immediately on such Determination Date without notice or other action on the
part of the Trustee or the Series 1996-1 Certificateholders, be deemed to be a
Pay Out Event solely with respect to Series 1996-1:
the average of the Portfolio Yields for any three consecutive Monthly
Periods is less than the average of the Base Rates for such Monthly
Periods.
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION
Section 7.01 OPTIONAL REPURCHASE. (a) On any day occurring on or
after the date on which the Invested Amount is reduced to 5% or less of the
Initial Invested Amount, the Sellers shall have the option to purchase the
Series 1996-1 Certificateholders' Interest, at a purchase price equal to (i) if
such day is a Distribution Date, the
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Reassignment Amount for the day immediately preceding such Distribution Date or
(ii) if such day is not a Distribution Date, the Reassignment Amount for the day
immediately preceding the Distribution Date following such day.
(b) The Sellers shall give the Servicer and the Trustee at least
30 days prior written notice of the date on which the Sellers intend to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such
Distribution Date the Sellers shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit of
the Reassignment Amount into the Collection Account in accordance with the
foregoing, the Invested Amount for Series 1996-1 shall be reduced to zero and
the Series 1996-1 Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
Section 8.01(b).
Section 7.02. SERIES TERMINATION. (a) If, on the June 2007
Distribution Date, the Invested Amount (after giving effect to all changes
therein on such date) would be greater than zero, the Servicer, on behalf of the
Trustee, shall, within the 40-day period that begins on such Distribution Date,
solicit bids for the sale of Principal Receivables and the related Finance
Charge Receivables (or interests therein) in an amount equal to the Invested
Amount at the close of business on the last day of the Monthly Period preceding
the Termination Date (after giving effect to all distributions required to be
made on the Termination Date, except pursuant to this Section 7.02). Such bids
shall require that such sale shall (subject to Section 7.02(b)) occur on the
Termination Date. The Sellers and the Collateral Interest Holder shall be
entitled to participate in, and to receive from the Trustee a copy of each other
bid submitted in connection with, such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Termination Date to the bidder who
made the highest cash purchase offer. The proceeds of any such sale shall be
treated as Collections on the Receivables allocated to the Series 1996-1
Certificateholders pursuant to the Agreement and this Supplement; PROVIDED,
HOWEVER, that the Servicer shall determine conclusively the amount of such
proceeds that are allocable to Finance Charge Receivables and the
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40
amount of such proceeds that are allocable to Principal Receivables. During the
period from the June 2007 Distribution Date to the Termination Date, the
Servicer shall continue to collect payments on the Receivables and allocate and
deposit such collections in accordance with the provisions of the Agreement and
the Supplements.
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01. SALE OF RECEIVABLES OR CERTIFICATEHOLDERS' INTEREST
PURSUANT TO SECTION 2.06 OR 10.01 OF THE AGREEMENT. (a) PURCHASE PRICE.
(i) The amount to be paid by a Seller with respect to Series 1996-1 in
connection with a reassignment of Receivables pursuant to Section 2.06 of the
Agreement shall equal the product of (x) the Reassignment Amount for the first
Distribution Date following the Monthly Period in which the reassignment
obligation arises under the Agreement and (y) a fraction, the numerator of which
is equal to the aggregate amount of Principal Receivables in the Trust on the
last day of the Monthly Period preceding such Distribution Date that were
transferred to the Trust by such Seller and the denominator of which is equal to
the aggregate amount of Principal Receivables in the Trust on such day.
(ii) The amount to be paid by the Sellers with respect to Series 1996-1 in
connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the sum of (x) the Reassignment
Amount for the Distribution Date of such repurchase and (y) the excess, if any,
of (A) a price equivalent to the average of bids quoted on the Record Date
preceding the date of repurchase (or, if not a Business Day, on the next
succeeding Business Day) by at least two recognized dealers selected by the
Trustee (which may be selected from the list attached as Schedule 1), for the
purchase by such dealers of a security that is similar to the Senior
Certificates with a remaining maturity approximately equal to the remaining
maturity of the Senior Certificates and rated by each Rating Agency in the
rating category originally assigned to the Senior Certificates over (B) the
portion of the Reassignment Amount attributable to the Senior Certificates.
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(b) DISTRIBUTIONS PURSUANT TO SECTION 7.01 OR 7.02 OF THIS SUPPLEMENT
AND SECTION 10.01 OF THE AGREEMENT. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.01 or 8.01(a)(ii) or
any amounts allocable to the Series 1996-1 Certificateholders' Interest
deposited into the Collection Account pursuant to Section 7.02, the Trustee
shall, not later than 12:00 noon, New York City time, on the related
Distribution Date, make deposits or distributions of the following amounts (in
the priority set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds: (i) (x) the Senior Invested Amount on such Distribution Date
shall be distributed to the Paying Agent for payment to the Senior
Certificateholders and (y) an amount equal to the sum of (A) Senior Monthly
Interest for such Distribution Date, (B) any Senior Monthly Interest previously
due but not distributed to the Senior Certificateholders on a prior Distribution
Date and (c) the amount of Senior Additional Interest, if any, for such
Distribution Date and any Senior Additional Interest previously due but not
distributed to the Senior Certificateholders on any prior Distribution Date,
shall be distributed to the Paying Agent for payment to the Senior
Certificateholders and (ii) the balance, if any, shall be distributed to the
Collateral Interest Holder for application in accordance with the Collateral
Agreement. Notwithstanding anything to the contrary contained in this
Supplement or the Agreement, the amount of any excess determined pursuant to
paragraph (a)(ii)(y) shall be distributed to the Senior Certificateholders.
(c) DISTRIBUTIONS PURSUANT TO SECTION 2.06 OF THE AGREEMENT. With
respect to any amounts deposited into the Collection Account pursuant to
Section 8.01(a)(i), the Trustee shall, not later than 12:00 noon, New York City
time, on the related Distribution Date, deposit the principal portion of such
amounts into the Special Funding Account.
(d) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent and the Collateral
Interest Holder pursuant to Section 8.01(b) for payment to the Series 1996-1
Certificateholders shall be deemed distributed in full to the Series 1996-1
Certificateholders on the date on which such funds are distributed to the Paying
Agent and the
<PAGE>
42
Collateral Interest Holder pursuant to this Section and shall be deemed to be a
final distribution pursuant to Section 12.02 of the Agreement.
Section 8.02. DISTRIBUTION OF PROCEEDS OF SALE, DISPOSITION OR
LIQUIDATION OF THE RECEIVABLES PURSUANT TO SECTION 9.02 OF THE AGREEMENT. (a)
Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
(i) deduct an amount equal to the Senior Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and distribute such amount to the Paying Agent for payment
to the Senior Certificateholders, PROVIDED that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and (y) the Principal
Allocation Percentage with respect to the related Monthly Period and (ii) deduct
an amount equal to the Collateral Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Collateral Interest Holder for
application in accordance with the Collateral Agreement, PROVIDED that the
amount of such distribution shall not exceed (x) the product of the portion of
the Insolvency Proceeds allocated to Collections of Principal Receivables and
the Principal Allocation Percentage with respect to such Monthly Period MINUS
(y) the amount distributed to the Paying Agent pursuant to clause (a)(i) of this
sentence. To the extent that the product of (A) the portion of the Insolvency
Proceeds allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amounts distributed to the Paying Agent and the Collateral Interest
Holder pursuant to the preceding sentence, the excess shall be allocated to the
Sellers' Interest and shall be released to the Sellers on such Distribution
Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) (i) deduct an amount equal to the sum of
<PAGE>
43
(w) Senior Monthly Interest for such Distribution Date, (x) any Senior Monthly
Interest previously due but not distributed to the Senior Certificateholders on
a prior Distribution Date and (y) the amount of Senior Additional Interest, if
any, for such Distribution Date and any Senior Additional Interest previously
due but not distributed to the Senior Certificateholders on a prior Distribution
Date from the portion of the Insolvency Proceeds allocated to Collections of
Finance Charge Receivables and distribute such amount to the Paying Agent for
payment to the Senior Certificateholders, PROVIDED that the amount of such
distribution shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to Collections of Finance Charge Receivables and (y) the
Floating Allocation Percentage with respect to the related Monthly Period. To
the extent that the product of (A) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be released to the Collateral Interest Holder for
application by the Collateral Interest Holder in accordance with the Collateral
Agreement.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent and the Collateral
Interest Holder pursuant to this Section for payment to the Series 1996-1
Certificateholders shall be distributed in full to the Series 1996-1
Certificateholders on the date on which funds are distributed to the Paying
Agent and the Collateral Interest Holder pursuant to this Section and shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this
Supplement, for purposes of Section 9.02(a) of the Agreement, the holders of the
Series 1996-1 Certificates shall not be deemed to have disapproved a liquidation
of the Receivables following an Insolvency Event with respect to any of the
Sellers unless (i) holders of more than 50% of the aggregate unpaid principal
amount of the Senior Certificates and (ii) the Collateral Interest Holder shall
have disapproved of such liquidation (or, if the Collateral Interest Holder
shall have assigned all or part of its interest under the Collateral Agreement
to one or more Persons, then one or
<PAGE>
44
more Persons holding more than 50% of such interest shall have disapproved of
such liquidation).
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. RATIFICATION OF AGREEMENT. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 9.02. COUNTERPARTS. This Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 9.03. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.
Section 9.04. SERIES ENHANCER NOTICES. The Collateral Interest
Holder shall be entitled to receive all notices and other items that are
available to be delivered to Series Enhancers pursuant to Sections 2.03,
2.04(b), 6.03(d), 8.07 and 9.02 of the Agreement, except for notices and other
items that relate solely to Series other than Series 1996-1.
Section 9.05. DETERMINATION OF MATERIAL ADVERSE EFFECT. Any
determination of material adverse effect on Investor Certificateholders under
the Agreement or this Supplement shall be made assuming the Collateral Invested
Amount is zero (including, without limitation, any determination of whether a
representation or warranty made therein is correct or whether a Seller or the
Servicer has duly performed a covenant contained therein or herein).
Section 9.06. AMENDMENT TO REFLECT SWAP. This Supplement may be
amended pursuant to Section 13.01(a) of the Agreement without the consent of any
of the Series 1996-1 Certificateholders but subject to the conditions
<PAGE>
45
specified in Section 13.01(a) of the Agreement, to provide that the Trust shall
enter into a swap agreement relating to amounts that would otherwise be
distributed to the Sellers under Section 4.05(a)(x).
Section 9.07. OTHER AMENDMENTS. Notwithstanding anything to the
contrary in the Agreement or this Supplement, any amendment to this Supplement
that is entered into in order to establish a cash collateral account as Series
Enhancement for Series 1996-1, in full or partial replacement of the Collateral
Interest, shall be deemed conclusively not to affect adversely in any material
respect the interests of any Senior Certificateholder, so long as the Rating
Agency Condition shall have been satisfied with
<PAGE>
46
respect to such amendment, and such amendment may be entered into without the
consent of any of the Senior Certificateholders.
IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have
caused this Supplement to be duly executed by their respective officers as of
the day and year first above written.
FIRST DEPOSIT NATIONAL BANK,
Seller and Servicer,
by /s/ Mary L. Rottman
---------------------------
Name: Mary L. Rottman
Title: Vice President
PROVIDIAN NATIONAL BANK,
Seller,
by /s/ Mary L. Rottman
-------------------------
Name: Mary L. Rottman
Title: Vice President
BANKERS TRUST COMPANY,
Trustee,
by /s/ John Wallace
_________________________
Name: John Wallace
Title: Asst. Vice President
<PAGE>
EXHIBIT A
REGISTERED $__________*
No. R- CUSIP No. [ ]
[Unless this Senior Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
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 in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]
FIRST DEPOSIT MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE
Series 1996-1
Each $1,000 minimum denomination represents a
1/750,500 undivided interest in certain assets of the
FIRST DEPOSIT MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of revolving credit card accounts by
FIRST DEPOSIT NATIONAL BANK
and
_____________________
*Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
<PAGE>
2
PROVIDIAN NATIONAL BANK
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of First Deposit
National Bank, Providian National Bank,
any Additional Sellers or any affiliate thereof)
This certifies that (the "Senior Certificateholder") is the registered
owner of (i) a fractional undivided interest in certain assets of a trust (the
"Trust") created pursuant to the Pooling and Servicing Agreement dated as of
June 1, 1993 (as amended and supplemented, other than by any amendment or
supplement relating to a specific Series, the "Agreement"), as supplemented by
the Series 1996-1 Supplement dated as of June 1, 1996 (as amended and
supplemented, the "Series Supplement"), among First Deposit National Bank, a
national banking association, as Seller and Servicer, Providian National Bank, a
national banking association, as Seller, and Bankers Trust Company, a New York
banking corporation, as trustee (the "Trustee") and (ii) a fractional undivided
interest in investments and moneys held in an account established for the
benefit of the Senior Certificateholder and the Collateral Interest Holder (the
"Prefunding Account"). During the Funding Period, except under certain
circumstances described in the Series Supplement, the Senior Certificates will
evidence an increasing interest in Principal Receivables, up to a maximum amount
of $750,500,000, and a decreasing interest in investments and moneys held in the
Prefunding Account, to a minimum of zero. The Trust will also issue the
Collateral Interest, an uncertificated undivided interest in certain assets of
the Trust and investments and moneys held in the Prefunding Account, which will
be subordinated to the Senior Certificates as described in the Series Supplement
and will be issued in the initial amount of $199,500,000. The corpus of the
Trust consists of (i) a portfolio of all receivables (the "Receivables")
existing in the revolving credit card
<PAGE>
3
accounts and other revolving credit 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
accountholders in respect of the Receivables, (iv) all funds which are from time
to time on deposit in the Collection Account and in the Series Accounts, (v) the
benefits of certain Series Enhancements, (vi) if applicable, payments, if any,
received under any interest rate swap or cap agreement assigned to the Trust for
the benefit of the Series 1996-1 Certificateholders and (vii) all other assets
and interests constituting the Trust. Although a summary of certain provisions
of the Agreement and the Series Supplement is set forth below and on the Summary
of Terms and Conditions attached hereto and made a part hereof, this Senior
Certificate does not purport to summarize the Agreement and the Series
Supplement and reference is made to the Agreement and the Series Supplement 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 and the Series Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
Supplement, as applicable.
This Senior Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Senior Certificateholder by virtue of the acceptance hereof assents
and is bound. It is the intent of the Sellers and the Series 1996-1
Certificateholders that, for Federal, state and local income and franchise tax
purposes only, the Series 1996-1 Certificates will qualify as indebtedness of
the Sellers secured by the Receivables. The Senior Certificateholder, by the
acceptance of this Senior Certificate, agrees to threat this Senior Certificate
<PAGE>
4
for Federal, state and local income and franchise tax purposes as indebtedness
of the Sellers.
In general, payments of principal with respect to the Senior
Certificates are limited to the Senior Invested Amount, which may be less than
the unpaid principal balance of the Senior Certificates. The final principal
payment with respect to the Senior Certificates is scheduled to be made on the
June 2003 Distribution Date, but the final principal payment with respect to the
Senior Certificates may be paid earlier or later under certain circumstances
described in the Agreement and the Series Supplement. If for one or more months
during the Accumulation Period there are not sufficient funds to pay the
Controlled Accumulation Amount, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Senior Certificates will occur later than the June 2003 Distribution Date.
<PAGE>
5
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Senior Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
IN WITNESS WHEREOF, the Sellers have caused this Senior Certificate to
be duly executed.
FIRST DEPOSIT NATIONAL BANK,
By
--------------------------
Name:
Title:
PROVIDIAN NATIONAL BANK,
By
--------------------------
Name:
Title:
Dated: , 199
<PAGE>
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Senior Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:
-------------------
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By:
-------------------
Authorized Officer
<PAGE>
7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FIRST DEPOSIT MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATE
Series 1996-1
Summary of Terms and Conditions
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Senior Certificate is one of a Series of Certificates entitled
First Deposit Master Trust, Asset Backed Certificates, Series 1996-1 (the
"Series 1996-1 Certificates"), and one of a Class thereof entitled Floating Rate
Asset Backed Certificates, Series 1996-1 (the "Senior Certificates"), each of
which represents a fractional undivided interest in certain assets of the Trust
and a fractional undivided interest in investments and moneys held in the
Prefunding Account. The Receivables consist of Principal Receivables which
arise generally from the purchase of merchandise and services and amounts
advanced to accountholders as cash advances and Finance Charge Receivables. The
Trust Assets are allocated in part to the certificateholders of all outstanding
Series (the "Certificateholders' Interest") with the remainder allocated to the
Sellers. The aggregate interest represented by the Senior Certificates at any
time in the Principal Receivables in the Trust shall not exceed an amount equal
to the Senior Invested Amount at such time. The Senior Initial Amount is
$750,500,000. In addition to the Senior Certificates, the Class of Series 1996-
1 Certificates entitled First Deposit Master Trust, Collateral Interest, Series
1996-1 and other Series of Investor Certificates previously issued by the Trust,
a Sellers' Certificate has been issued to the Sellers pursuant to the Agreement
which represents the Sellers' Interest.
Subject to the terms and conditions of the Agreement, the Sellers may
from time to time direct the
<PAGE>
8
Trustee, on behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional undivided interests in certain of
the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Senior Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Senior Certificateholder's pro rata share of
such amounts on deposit in the Collection Account and the Principal Funding
Account as are payable to the Senior Certificateholders pursuant to the
Agreement and the Series Supplement. Distributions with respect to this Senior
Certificate will be made by the Paying Agent by check mailed to the address of
the Senior Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Senior Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Senior Certificate) except that with respect to Senior Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final
payment of this Senior Certificate will be made only upon presentation and
surrender of this Senior Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Senior
Certificateholders in accordance with the Agreement and the Series Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Sellers have the
option to repurchase the Series 1996-1 Certificateholders' Interest in the
Trust. The repurchase price of the Senior Certificates will be equal to (a) if
such day is a Distribution Date, the Reassignment Amount for the day immediately
preceding such Distribution Date or (b) if such day is not a Distribution Date,
the Reassignment Amount for the day immediately preceding the Distribution Date
following such day; excluding, in each case, any portion of the Reassignment
<PAGE>
9
Amount consisting of amounts payable to the Collateral Interest Holder.
Following the deposit of such repurchase price in the Collection Account, Series
1996-1 Certificateholders will not have any interest in the Receivables and the
Series 1996-1 Certificates will represent only the right to receive such
repurchase price.
This Senior Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Series 1996-1 Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; PROVIDED,
HOWEVER, that no such amendment shall (i) reduce in any manner the amount of or
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
<PAGE>
10
Certificateholder (provided that any amendment to the terms of a Pay Out Event
shall not be deemed to be within the scope of this clause (i)), (ii) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (iii) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or
(iv) adversely affect the rating of any Series or Class by each Rating Agency
without the consent of the Holders of Investor Certificates of such Series or
Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount
of the Investor Certificates of such Series or Class. The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee's rights, duties or immunities under this Agreement or otherwise.
The Senior Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Senior
Certificate shall be registered in the Certificate Register upon surrender of
this Senior 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 or the Transfer
Agent and Registrar, duly executed by the Senior Certificateholder or such
Senior Certificateholder's attorney-in-fact, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Senior Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Senior Certificates are exchangeable for new Senior
Certificates evidencing like aggregate fractional undivided interests as
requested by the Senior Certificateholder surrendering such Senior Certificates.
No service charge may be imposed for any such exchange but the Servicer or
Transfer Agent and Registrar
<PAGE>
11
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
Senior 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 SENIOR CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, 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.
<PAGE>
12
ASSIGNMENT
Social Security or other identifying number of assignee _____________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________________________________________
_____________________________________________________________________________
(name and address of assignee)
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________ attorney-in-fact, to transfer
said Certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _______________________*
Signature Guaranteed:
_______________________
____________________
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
<PAGE>
EXHIBIT B
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1996-1
_____________________________________________
The undersigned, a duly authorized representative of First Deposit National
Bank ("FDNB"), as Servicer pursuant to the Pooling and Servicing Agreement dated
as of June 1, 1993 (as amended and supplemented, the "Agreement"), among FDNB,
Providian National Bank ("PNB"), and Bankers Trust Company, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or the Series 1996-1 Supplement dated as of June 1,
1996, among FDNB, PNB and the Trustee (as amended and supplemented, the "Series
Supplement"), as applicable. This Certificate is delivered pursuant to
Section 4.03(a) of the Agreement and Sections 4.05(a), 4.09 and 4.10 of the
Series Supplement.
2. First Deposit is the Servicer.
3. The undersigned is a Servicing Officer.
I. INSTRUCTIONS TO MAKE A WITHDRAWAL ON THE DISTRIBUTION DATE FROM THE
COLLECTION ACCOUNT FROM AVAILABLE FINANCE CHARGE COLLECTIONS.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(a) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i) to
make a withdrawal from Available Finance Charge Collections on deposit in
the Collection Account on _____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below in respect
of the following amounts and (ii) to apply the proceeds of such withdrawal
in accordance with Section 4.05(a) of the Series Supplement:
A) SENIOR MONTHLY INTEREST (SECTION 4.05(a)(i) OF THE SERIES SUPPLEMENT)
(1) Senior Monthly Interest due on the Distribution Date. . . . . . $
(2) Senior Monthly Interest previously due but unpaid on a prior
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . $
(3) Senior Additional Interest due on the Distribution Date or
Senior Additional Interest previously due but unpaid on a
prior Distribution Date . . . . . . . . . . . . . . . . . . . . $
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
B) SERVICING FEE (SECTION 4.05(a)(ii) OF THE SERIES SUPPLEMENT)
(1) Monthly Servicing Fee due on the Distribution Date with
respect to the Series 1996-1 Certificates (unless such
amount has been netted against deposits to the Collection
Account pursuant to Section 4.03 of the Agreement). . . . . . . $
(2) Monthly Servicing Fee previously due but unpaid on a prior
Distribution Date with respect to the Series 1996-1
Certificates (unless such amount has been netted against
deposits to the Collection Account pursuant to Section 4.03
of the Agreement) . . . . . . . . . . . . . . . . . . . . . . . $
C) SENIOR DEFAULTED AMOUNT (SECTION 4.05(a)(iii) OF THE SERIES
SUPPLEMENT)
(1) Senior Defaulted Amount for the Distribution Date (unless
such amount has been netted against deposits to the
Collection Account pursuant to Section 4.03 of the
Agreement). . . . . . . . . . . . . . . . . . . . . . . . . . . $
D) REIMBURSEMENT OF SENIOR CHARGE-OFFS (SECTION 4.05(a)(iv) OF THE SERIES
SUPPLEMENT)
(1) Unreimbursed Senior Charge-Offs . . . . . . . . . . . . . . . . $
E) COLLATERAL MONTHLY INTEREST (SECTION 4.05(a)(v) OF THE SERIES
SUPPLEMENT)
(1) Collateral Monthly Interest due on the Distribution Date. . . . $
(2) Collateral Monthly Interest previously due but unpaid on a
prior Distribution Date . . . . . . . . . . . . . . . . . . . . $
F) COLLATERAL DEFAULTED AMOUNT (SECTION 4.05(a)(vi) OF THE SERIES
SUPPLEMENT)
(1) Collateral Defaulted Amount for the Distribution Date
(unless such amount has been netted against deposits to the
Collection Account pursuant to Section 4.03 of the
Agreement). . . . . . . . . . . . . . . . . . . . . . . . . . . $
G) REQUIRED RESERVE ACCOUNT AMOUNT, IF APPLICABLE (SECTION 4.05(a)(vii)
OF THE SERIES SUPPLEMENT)
(1) On and after the Reserve Account Funding Date, if any, the
amount by which the Required Reserve Account Amount exceeds
the Available Reserve Account Amount. . . . . . . . . . . . . . $
2
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
H) COLLATERAL INVESTED AMOUNT REIMBURSEMENTS (SECTION 4.05 (a)(viii) OF
THE SERIES SUPPLEMENT)
(1) Unreimbursed reductions in the Collateral Invested Amount on
prior Distribution Dates. . . . . . . . . . . . . . . . . . . . $
I) OTHER COLLATERAL INTEREST HOLDER PAYMENTS (SECTION 4.05(a)(ix) OF THE
SERIES SUPPLEMENT)
(1) Other amounts due the Collateral Interest Holder pursuant to
the Collateral Agreement. . . . . . . . . . . . . . . . . . . . $
J) ADDITIONAL FINANCE CHARGES (SECTION 4.05(a)(x) OF THE SERIES
SUPPLEMENT)
(1) Additional Finance Charges allocated to other Series. . . . . . $
(2) Additional Finance Charges payable to the Sellers . . . . . . . $
II. INSTRUCTIONS TO MAKE A WITHDRAWAL FROM THE COLLECTION ACCOUNT FROM
REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(b) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i) to
make a withdrawal from Reallocated Principal Collections on deposit in the
Collection Account on _____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.05(b) of
the Series Supplement.
A) REALLOCATED PRINCIPAL COLLECTIONS (SECTION 4.05(b) OF THE SERIES
SUPPLEMENT)
(1) Amount of Reallocated Principal Collections used to fund
any deficiency in items I(A), I(B) and I(C) on such
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . $
III. INSTRUCTIONS TO MAKE A WITHDRAWAL FROM THE COLLECTION ACCOUNT FROM
AVAILABLE PRINCIPAL COLLECTIONS DURING THE REVOLVING PERIOD.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(c) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i) to
make a withdrawal from Available Principal Collections on deposit in the
Collection Account on _____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below in respect
of the following amounts and (ii) to apply the proceeds of such withdrawal
in accordance with Section 4.05(c) of the Series Supplement:
3
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
A) COLLATERAL MONTHLY PRINCIPAL DURING THE REVOLVING PERIOD (SECTION
4.05(c)(i) OF THE SERIES SUPPLEMENT)
(1) Collateral Monthly Principal, if any, on the
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . $
B) SHARED PRINCIPAL COLLECTIONS DURING THE REVOLVING PERIOD (SECTION
4.05(c)(ii) OF THE SERIES SUPPLEMENT)
(1) Shared Principal Collections allocated to other Series . . . . $
(2) Shared Principal Collections to be deposited in the Special
Funding Account . . . . . . . . . . . . . . . . . . . . . . . . $
(3) Shared Principal Collections payable to the Sellers . . . . . . $
IV. INSTRUCTIONS TO MAKE A WITHDRAWAL ON THE DISTRIBUTION DATE FROM THE
COLLECTION ACCOUNT FROM AVAILABLE PRINCIPAL COLLECTIONS DURING THE
ACCUMULATION PERIOD OR EARLY AMORTIZATION PERIOD.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(d) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i) to
make a withdrawal from Available Principal Collections on deposit in the
Collection Account on _____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below in respect
of the following amounts and (ii) to apply the proceeds of such withdrawal
in accordance with Section 4.05(d) of the Series Supplement:
A) SENIOR MONTHLY PRINCIPAL (SECTION 4.05(d)(i) OF THE SERIES SUPPLEMENT)
(1) Senior Monthly Principal to be deposited in the Principal
Funding Account on the Distribution Date. . . . . . . . . . . . $
B) COLLATERAL MONTHLY PRINCIPAL (SECTION 4.05(d)(ii) OF THE SERIES
SUPPLEMENT)
(1) Collateral Monthly Principal, if any, for such Distribution
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
C) SHARED PRINCIPAL COLLECTIONS (SECTION 4.05(d)(iii) OF THE SERIES
SUPPLEMENT)
(1) Shared Principal Collections allocated to other Series. . . . . $
(2) Shared Principal Collections to be deposited in the Special
Funding Account . . . . . . . . . . . . . . . . . . . . . . . . $
(3) Shared Principal Collections payable to the Sellers . . . . . . $
4
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
V. INSTRUCTIONS TO MAKE WITHDRAWALS FROM THE RESERVE ACCOUNT.
Pursuant to Section 4.09 of the Series Supplement, the Servicer does
hereby instruct the Trustee (i) to make a withdrawal from the Reserve
Account pursuant to Section 4.09(d) of the Series Supplement on
_____________, which date is a Transfer Date under the Agreement, and (ii)
to apply the proceeds of such withdrawal in accordance with Sections
4.09(b), (d) or (e), as applicable, of the Series Supplement:
A) PURSUANT TO SECTION 4.09(d) OF THE SERIES SUPPLEMENT
(1) Reserve Draw Amount (to be deposited in the Collection
Account on the Transfer Date) . . . . . . . . . . . . . . . . . $
B) PURSUANT TO SECTIONS 4.09(b) AND (e) OF THE SERIES SUPPLEMENT
(1) Reserve Account Surplus and investment earnings on the
Reserve Account (to the extent the Available Reserve Account
Amount is greater than the Required Reserve Account Amount),
after giving effect to all deposits to and withdrawals from
the Reserve Account required to be made with respect to the
Distribution Date (to be distributed to the Collateral
Interest Holder on the Transfer Date for application in
accordance with the Collateral Agreement to the extent such
amounts are required thereunder) . . . . . . . . . . . . . . . $
VI. INSTRUCTIONS TO MAKE WITHDRAWALS FROM THE PREFUNDING ACCOUNT
Pursuant to Section 4.10 of the Series Supplement, the Servicer does
hereby instruct the Trustee (i) to make a withdrawal from the Prefunding
Account on _____________, which date is a Distribution Date under the
Agreement, and (ii) to apply the proceeds of such withdrawal in accordance
with Section 4.10 of the Series Supplement:
A) PURSUANT TO SECTION 4.10(b) OF THE SERIES SUPPLEMENT
(1) Prefunding Investment Proceeds on deposit in the Prefunding
Account (to be deposited in the Collection Account and
treated as Available Finance Charge Collections). . . . . . . . $
B) PURSUANT TO SECTION 4.10(e) OF THE SERIES SUPPLEMENT
(1) The amount of the Prefunding Account Balance on the first
Distribution Date following the end of the Funding Period,
to be paid to the Senior Certificateholders and the
Collateral Interest
5
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
Holder pro rata based on the Senior Percentage and the
Collateral Percentage . . . . . . . . . . . . . . . . . . . . . $
VII. INSTRUCTIONS TO MAKE WITHDRAWALS FROM THE PRINCIPAL FUNDING ACCOUNT
Pursuant to Section 4.03(b) of the Series Supplement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the
Principal Funding Account pursuant to Section 4.03(b) of the Series
Supplement on _____________, which date is a Distribution Date under the
Agreement, and (ii) to deposit the proceeds of such withdrawal in the
Collection Account in accordance with Section 4.03(b) of the Series
Supplement:
A) PURSUANT TO SECTION 4.03(b) OF THE SERIES SUPPLEMENT
(1) Principal Funding Investment Proceeds on deposit in the
Principal Funding Account (to be deposited in the
Collection Account and treated as Available Finance Charge
Collections). . . . . . . . . . . . . . . . . . . . . . . . . . $
VIII. ACCRUED AND UNPAID AMOUNTS.
After giving effect to the withdrawals, deposits and distributions to
be made in accordance with this Certificate, the following amounts will be
accrued and unpaid on the _____________ Distribution Date with respect to
the Series 1996-1 Certificates:
A) MONTHLY INTEREST
(1) The aggregate amount of all due but unpaid Senior Monthly
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2) The aggregate amount of all due but unpaid Collateral Monthly
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
B) MONTHLY SERVICING FEE
(1) The aggregate amount of all due but unpaid Monthly Servicing
Fees with respect to the Series 1996-1 Certificates . . . . . . $
C) DEFAULTED AMOUNTS
(1) The aggregate amount of all unreimbursed Senior
Charge-Offs. . . . . . . . . . . . . . . . . . . . . . . . $
(2) The aggregate amount of all unreimbursed reductions in
the Collateral Invested Amount . . . . . . . . . . . . . . $
6
<PAGE>
------------------------------------------------
Series 1996-1 Monthly Payment Instructions
_______________ Distribution Date
------------------------------------------------
IX. AMOUNTS TO BE APPLIED IN ACCORDANCE WITH THE COLLATERAL AGREEMENT.
INTENTIONALLY OMITTED.
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
____ day of __________.
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: _________________________________
Name: David J. Petrini
Title: Senior Vice President
and Senior Financial Officer
7
<PAGE>
EXHIBIT C
MONTHLY STATEMENT
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1996-1
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1996-1 Supplement dated as of June 1, 1996 (as amended and supplemented, the
"Series Supplement"), among First Deposit National Bank ("FDNB"), Seller and
Servicer, Providian National Bank, Seller, and Bankers Trust Company, Trustee,
FDNB as Servicer is required to prepare certain information each month regarding
current distributions to Senior Certificateholders and the Collateral Interest
Holder and the performance of the First Deposit Master Trust (the "Trust")
during the previous month. The information which is required to be prepared for
the Series 1996-1 Certificates with respect to the Distribution Date occurring
on _____________, and with respect to the performance of the Trust during the
month of ___ is set forth below. Certain of the information is presented on the
basis of an original principal amount of $1,000 per Investor Certificate.
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement or Series Supplement, as
applicable.
A) Information Regarding the Current Monthly Distribution for the Series 1996-
1 Senior Certificates (stated on the basis of $1,000 original certificate
principal amount)
(1) The total amount distributed to Senior Certificateholders
per $1,000 original certificate principal amount . . . . . . . . . . $
(2) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to interest per $1,000
original certificate principal amount. . . . . . . . . . . . . . . . $
(3) The amount set forth in A(1) above distributed to Senior
Certificateholders with respect to principal per $1,000
original certificate principal amount. . . . . . . . . . . . . . . . $
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1996-1
Certificates
(a) The aggregate amount of Finance Charge Receivables
collected during the Monthly Period immediately
preceding the Distribution Date . . . . . . . . . . . . . . . . $
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
(b) The aggregate amount of Interchange collected and
allocated to the Trust for the Monthly Period
immediately preceding the Distribution Date . . . . . . . . . . $
(c) The aggregate amount of Principal Receivables
collected during the Monthly Period immediately
preceding the Distribution Date . . . . . . . . . . . . . . . . $
(d) The Floating Allocation Percentage with respect to
the Series 1996-1 Certificates for the Monthly
Period immediately preceding the Distribution
Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
(e) The Principal Allocation Percentage with respect
to the Series 1996-1 Certificates for the Monthly
Period immediately preceding the Distribution
Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
(f) The Finance Charge Receivables and Interchange
collected and allocated to the Series 1996-1
Certificates for the Monthly Period immediately
preceding the Distribution Date . . . . . . . . . . . . . . . . $
(g) The Principal Receivables collected and allocated
to the Series 1996-1 Certificates for the Monthly
Period immediately preceding the Distribution
Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 1996-1 for the Monthly Period immediately
preceding the Distribution Date
(a) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1996-1 Certificates . . . . . . . . . . $
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1996-1 Certificates. . . . . . $
(c) Principal Funding Account Investment Proceeds . . . . . . . . . $
(d) Prefunding Account Investment Proceeds. . . . . . . . . . . . . $
(e) Reserve Account withdrawals, if applicable. . . . . . . . . . . $
2
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
(f) Additional Finance Charges from other Series
allocated to the Series 1996-1 Certificates . . . . . . . . . . $
(g) Payments, if any, on deposit as of the
Determination Date received from any Interest Rate
Protection Agreements . . . . . . . . . . . . . . . . . . . . . $
(h) Reallocated Principal Collections . . . . . . . . . . . . . . . $
(i) Total Available Finance Charge Collections and
Reallocated Principal Collections for Series 1996-
1 (total of (a), (b), (c), (d), (e), (f), (g) and
(h) above). . . . . . . . . . . . . . . . . . . . . . . . . . . $
(3) Available Principal Collections for Series 1996-1 for the Monthly
Period immediately preceding the Distribution Date
(a) The Principal Receivables collected and allocated
to the Series 1996-1 Certificates . . . . . . . . . . . . . . . $
(b) Shared Principal Collections from other Series
allocated to the Series 1996-1 Certificates . . . . . . . . . . $
(c) Additional amounts to be treated as Available
Principal Collections pursuant to the Series
Supplement. . . . . . . . . . . . . . . . . . . . . . . . . . . $
(d) Reallocated Principal Collections . . . . . . . . . . . . . . . $
(e) Available Principal Collections for Series 1996-1
(total of (a), (b) and (c) minus (d) above) . . . . . . . . . . $
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of
the Monthly Period immediately preceding the Distribution
Date.
(a) 31-60 days $
(b) 61-90 days $
(c) 91 or more days $
(d) Total Delinquencies $
(5) Defaulted Amount
3
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
(a) The aggregate amount of Defaulted Receivables with
respect to the Trust for the Monthly Period
immediately preceding the Distribution Date . . . . . . . . . . $
(b) The aggregate Amount of Recoveries of Defaulted
Receivables processed during the Monthly Period
immediately preceding the Distribution Date . . . . . . . . . . $
(c) The Defaulted Amount for the Monthly Period
immediately preceding the Distribution Date
[Defaulted Receivables minus Recoveries]. . . . . . . . . . . . $
(d) The Defaulted Amount for the Monthly Period
immediately preceding the Distribution Date
allocable to the Series 1996-1 Certificates (the
"Series 1996-1 Defaulted Amount") . . . . . . . . . . . . . . . $
(e) The Senior Defaulted Amount [Series 1996-1 Defaulted
Amount multiplied by the Senior Percentage] . . . . . . . . . . $
(6) Senior Charge-Offs
(a) The excess, if any, of the Senior Defaulted Amount
over the sum of (i) Available Finance Charge
Collections applied to such Senior Defaulted
Amount, (ii) Reallocated Principal Collections and
(iii) the amount by which the Collateral Invested
Amount has been reduced in respect of such Senior
Defaulted Amount (a "Senior Charge-Off") . . . . . . . . . . . $
(b) The amount of the Senior Charge-Off set forth in
item 6(a) above, per $1,000 original certificate
principal amount (which will have the effect of
reducing, pro rata, the amount of each Senior
Certificateholder's investment) . . . . . . . . . . . . . . . . $
(c) The total amount reimbursed on the Distribution
Date in respect of Senior Charge-Offs for prior
Distribution Dates . . . . . . . . . . . . . . . . . . . . . . $
(d) The amount set forth in item 6(c) above per $1,000
original certificate principal amount (which will
have the effect of increasing, pro rata, the
amount of each Senior Certificateholder's
investment) . . . . . . . . . . . . . . . . . . . . . . . . . . $
4
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
e) The amount, if any, by which the outstanding
principal balance of the Senior Certificates
exceeds the Senior Invested Amount and the Senior
Initial Percentage of the Prefunding Account
Balance, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals
and distributions on such Distribution Date . . . . . . . . . . $
(7) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted
Amount over Available Finance Charge Collections
applied to such Collateral Defaulted Amount . . . . . . . . . . $
(b) The amount by which the Collateral Invested Amount
has been reduced on the Distribution Date in
respect of Reallocated Principal Collections. . . . . . . . . . $
(c) The amount by which the Collateral Invested Amount
has been reduced on the Distribution Date in
respect of the unpaid Required Amount . . . . . . . . . . . . . $
(d) The total amount by which the Collateral Invested
Amount has been reduced on the Distribution Date
as set forth in items 7(a), (b) and (c) . . . . . . . . . . . . $
(e) The total amount reimbursed on the Distribution
Date in respect of reductions in the Collateral
Invested Amount on prior Distribution Dates . . . . . . . . . . $
(f) The amount, if any, by which the outstanding
principal balance of the Collateral Interest
exceeds the Collateral Invested Amount and the
Collateral Percentage of the Prefunding Account
Balance, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals
and distributions on the Distribution Date. . . . . . . . . . . $
(8) Investor Monthly Servicing Fee
The amount of the Series 1996-1 Monthly Servicing Fee
payable to the Servicer on the Distribution Date . . . . . . . . . . $
5
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
(9) Prefunding Account
(a) The Prefunding Account Balance on the Distribution
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(b) The Senior Percentage of the Prefunding Account Balance
on the Distribution Date. . . . . . . . . . . . . . . . . . . . $
(c) The Collateral Percentage of the Prefunding
Account Balance on the Distribution Date. . . . . . . . . . . . $
(10) Senior Monthly Interest
(a) Senior Monthly Interest payable on the
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . $
(11) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding
Account on the Distribution Date, after giving
effect to all deposits, withdrawals and
distributions on such Distribution Date . . . . . . . . . . . . $
(b) Deposits to the Principal Funding Account are
currently scheduled to commence on the
Distribution Date occurring in May, 2001. (The
initial funding date for the Principal Funding
Account may be modified in certain circumstances
in accordance with the terms of the Series
Supplement.)
(12) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the
Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date. . . . . . . $
(13) Reserve Account (if applicable)
(a) The amount on deposit in the Reserve Account, if
funded, on the Distribution Date, after giving
effect to all deposits, withdrawals and
distributions on such Distribution Date and the
related Transfer Date . . . . . . . . . . . . . . . . . . . . N/A
6
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
(b) The Required Reserve Account Amount, if any,
selected by the Servicer. . . . . . . . . . . . . . . . . . . N/A
C) Senior Invested Amount
(1) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance on the date of issuance (the
"Senior Initial Amount") . . . . . . . . . . . . . . . $750,500,000.00
(2) The Senior Invested Amount and the Senior Percentage of the
Prefunding Account Balance, if any, on the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date. . . . . . . . . . . . . . . $
(3) The Pool Factor for the Distribution Date (which represents
the ratio of the Senior Invested Amount and the Senior
Percentage of the Prefunding Account Balance, if any, as of
such Distribution Date, after giving effect to any
adjustment in the Senior Invested Amount on such
Distribution Date, to the Senior Initial Amount). The amount
of a Senior Certificateholder's pro rate share of the Senior
Invested Amount and the Prefunding Account Balance, if any,
can be determined by multiplying the original denomination
of the Senior Certificateholder's Certificate by the Pool
Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D) Collateral Invested Amount
(1) The Collateral Invested Amount and the Collateral Percentage
of the Prefunding Account Balance on the date of issuance
. . . . . . . . . . . . . . . . . . . . . . . . . . . .$199,500,000.00
(2) The Collateral Invested Amount and the Collateral Percentage
of the Prefunding Account Balance, if any, on the
Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date. . . . . . . $
(3) The Collateral Invested Amount as a percentage of the sum of
the Collateral Invested Amount and the Senior Invested
Amount on such Distribution Date . . . . . . . . . . . . . . . . . . %
7
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
E) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust
at the close of business on the last day of the immediately
preceding Monthly Period . . . . . . . . . . . . . . . . . . . . . . $
(2) The aggregate amount of Finance Charge Receivables in the
Trust at the close of business on the last day of the
immediately preceding Monthly Period . . . . . . . . . . . . . . . . $
F) Annualized Percentages
(1) The Gross Yield (Available Finance Charge Collections for
the Series 1996-1 Certificates for the preceding Monthly
Period (excluding payments received from Interest Rate
Protection Agreements) divided by the Invested Amount of the
Series 1996-1 Certificates and the Prefunding Account
balance, if any, as of the last day of the next preceding
Monthly Period, multiplied by 12). . . . . . . . . . . . . . . . . ..%
(2) The Net Loss Rate (the Series 1996-1 Defaulted Amount for
the preceding Monthly Period divided by the Invested Amount
of the Series 1996-1 Certificates and the Prefunding Account
balance, if any, as of the last day of the next preceding
Monthly Period, multiplied by 12). . . . . . . . . . . . . . . . . . %
(3) The Portfolio Yield (the Gross Yield minus the Net Loss Rate
for the Series 1996-1 Certificates for the preceding Monthly
Period). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..%
(4) The Base Rate (Monthly Interest plus Monthly Servicing Fee
(based on an assumed Servicing Fee Rate of 2% per annum) for
the preceding Monthly Period with respect to the related
Distribution Date, divided by the Invested Amount of the
Series 1996-1 Certificates and the Prefunding Account
Balance, if any, as of the last day of the next preceding
Monthly Period, multiplied by 12) . . . . . . . . . . . . . . . . . %
(5) The Net Spread (the Portfolio Yield minus the Base Rate for
the Series 1996-1 Certificates for the preceding Monthly
Period). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
(6) The Monthly Payment Rate (Collections of Principal
Receivables and Finance Charge Receivables with respect to
all Receivables in the Trust for the preceding Monthly
Period divided by the amount of Receivables in the Trust as
of the last day of the next preceding Monthly Period). . . . . . . . %
8
<PAGE>
----------------------------------------------
Series 1996-1 Monthly Statement
______________ Distribution Date
-----------------------------------------
G) Series 1996-1 Information for the Last Three Distribution Dates
1) Gross Yield
a) __/__/__ %
b) __/__/__ %
c) __/__/__ %
2) Net Loss Rate
a) __/__/__ %
b) __/__/__ %
c) __/__/__ %
3) Net Spread (Portfolio Yield Minus Base Rate)
a) __/__/__ %
b) __/__/__ %
c) __/__/__ %
Three Month Average %
4) Monthly Payment Rate
a) __/__/__ %
b) __/__/__ %
c) __/__/__ %
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: _________________________________
Name: David J. Petrini
Title: Senior Vice President
and Senior Financial Officer
9
<PAGE>
EXHIBIT D
MONTHLY SERVICER'S CERTIFICATE
_____________________________________________
FIRST DEPOSIT MASTER TRUST
SERIES 1996-1
_____________________________________________
The undersigned, a duly authorized representative of First Deposit National
Bank ("FDNB"), as Servicer pursuant to the Pooling and Servicing Agreement dated
as of June 1, 1993 (as amended and supplemented, the "Agreement"), as
supplemented by the Series 1996-1 Supplement dated as of June 1, 1996 (the
"Series Supplement"), among FDNB, as Seller and Servicer, Providian National
Bank, as Seller, and Bankers Trust Company, as Trustee, does hereby certify as
follows:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.
2. FDNB is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on
_____________.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations
under the Agreement through the Monthly Period preceding such
Distribution Date.[or, if there has been a default in the performance
of any such obligation, set forth in detail (i) the nature of such
default, (ii) the action taken by the Sellers and the Servicer, if
any, to remedy such default and (iii) the current status of each such
default].
6. As of the date hereof, to the best knowledge of the undersigned, no
Pay Out Event occurred on or prior to such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no
Lien has been placed on any of the Receivables other than pursuant to
the Agreement [or, if there is a Lien, such Lien consist of
_______________].
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ____day of __________.
<PAGE>
FIRST DEPOSIT NATIONAL BANK,
Servicer
By: _________________________________
Name: David J. Petrini
Title: Senior Vice President
and Senior Financial Officer
<PAGE>
SCHEDULE 1
DESIGNATED DEALERS
CS First Boston Corporation
Chase Securities, Inc.
Lehman Brothers Inc.
Citicorp Securities, Inc.
SBCI Swiss Bank Corporation Investment Banking Inc.
UBS Securities Inc.
Bear, Stearns & Co. Inc.
Salomon Brothers Inc
Daiwa Securities America Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
Credit Lyonnais Securities (USA) Inc.
Morgan Stanley & Co. Incorporated
NationsBank Capital Markets, Inc.
Prudential Securities Incorporated
Goldman, Sachs & Co.
