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): September 15, 1999
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Providian National Bank (formerly First Deposit National Bank)
on behalf of the Providian Master Trust
(formerly the First Deposit Master Trust)
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(Exact name of registrant as specified in charter)
33-59922
33-84844
33-99462
333-22131
United States of America 333-55817 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
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Exhibit 4.1 Series 1999-1 Supplement dated as of June 1, 1999 to the
Pooling and Servicing Agreement dated as of June 1, 1993, as
amended, between Providian National Bank, Seller and
Servicer, 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 Providian Master
Trust by the undersigned hereunto duly authorized.
PROVIDIAN MASTER TRUST
By: PROVIDIAN NATIONAL BANK,
Servicer
By: /s/ Gwinneth Berexa
-------------------------------------
Gwinneth Berexa
Vice President
Date: September 16, 1999
EXHIBIT INDEX
Exhibit No.
Exhibit 4.1 Series 1999-1 Supplement dated as of June 1, 1999 to the
Pooling and Servicing Agreement dated as of June 1, 1993, as
amended, between Providian National Bank, Seller and
Servicer, and Bankers Trust Company, Trustee.
<PAGE>
EXECUTION COPY
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PROVIDIAN NATIONAL BANK,
Seller and Servicer,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
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SERIES 1999-1 SUPPLEMENT
Dated as of June 1, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1993
-------------------------------
PROVIDIAN MASTER TRUST
SERIES 1999-1
===============================================================================
<PAGE>
1
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 1999-1 Certificates
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Section 1.01 Designation................................................ 1
ARTICLE II
Definitions
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Section 2.01 Definitions................................................ 3
ARTICLE III
Servicer
--------
Section 3.01 Servicing Compensation..................................... 22
ARTICLE IV
Rights of Series 1999-1 Certificateholders;
Allocation and Application of Collections
-------------------------------------------
Section 4.01 Collections and Allocations................................ 23
Section 4.02 Determination of Monthly Interest.......................... 23
Section 4.03 Determination of Class A Monthly
Principal, Class B Monthly Principal,
Collateral Monthly Principal and Class D
Monthly Principal; Principal Funding
Account; Class A Accumulation Period.
Account.................................................. 26
Section 4.04 Required Amount........................................... 30
Section 4.05 Application of Available Finance
Charge Collections and Available
Principal Collections.................................... 31
Section 4.06 Defaulted Amounts; Charge-Offs............................ 37
Section 4.07 Additional Finance Charges................................ 41
Section 4.08 Shared Principal Collections.............................. 41
Section 4.09 Reserve Account........................................... 42
Section 4.10 Interest Rate Protection Agreements....................... 44
<PAGE>
2
ARTICLE V
Distributions and Reports to
Series 1999-1 Certificateholders
--------------------------------
Section 5.01 Distributions............................................. 45
Section 5.02 Reports and Statements.................................... 47
ARTICLE VI
Pay Out Events
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Section 6.01 Additional Pay Out Events................................. 48
ARTICLE VII
Optional Repurchase; Series Termination
---------------------------------------
Section 7.01 Optional Repurchase....................................... 48
Section 7.02 Series Termination........................................ 49
ARTICLE VIII
Final Distributions
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Section 8.01 Sale of Receivables or Certificate-
holders' Interest Pursuant to
Section 2.06 or 10.01 of the
Agreement................................................ 50
Section 8.02 Distribution of Proceeds of Sale,
Disposition or Liquidation of the
Receivables Pursuant to Section 9.02
of the Agreement......................................... 53
ARTICLE IX
Miscellaneous Provisions
------------------------
Section 9.01 Ratification of Agreement................................. 55
Section 9.02 Counterparts.............................................. 56
Section 9.03 Governing Law............................................. 56
Section 9.04 Series Enhancer Notices................................... 56
<PAGE>
3
Section 9.05 Determination of Material Adverse
Effect................................................... 56
Section 9.06 Amendment to Reflect Swap................................. 56
Section 9.07 Other Amendments........................................... 56
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class B Certificate
Exhibit B Form of Monthly Payment
Instructions and Notification to the
Trustee
Exhibit C Form of Monthly Statement
Exhibit D Form of Servicer's Certificate
Exhibit E Form of Notification to the Trustee and the
Sellers of a withdrawal from the Cash
Collateral Account
SCHEDULES
Schedule 1 Designated Dealers
<PAGE>
EXECUTION COPY
SERIES 1999-1 SUPPLEMENT dated as of June 1, 1999 (the
"Supplement"), between PROVIDIAN NATIONAL BANK (formerly known
as First Deposit National Bank), a national banking
association, Seller and Servicer, 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 Seller,
the Servicer and the Trustee, the Seller has created Providian Master Trust,
formerly known as First Deposit Master Trust (the "Trust"). Section 6.03 of
the Agreement provides that the Seller 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 Seller and the Trustee shall create
a new Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 1999-1 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 "Providian Master Trust, Asset Backed Certificates,
Series 1999-1." Series 1999-1 shall consist of four Classes of Investor
Certificates, the first of which shall be in certificated form and shall be
known as "Providian Master Trust, Floating Rate Class A Asset-Backed
Certificates, Series 1999-1" (the "Class A Certificates"), second of which
shall be in certificated form and shall be known as "Providian Master Trust,
6.80% Class B Asset Backed Certificates, Series 1999-1" (the "Class B
Certificates"), the third of which shall be in uncertificated form and shall
be known as "Providian Master Trust, Collateral Interest, Series 1999-1" (the
"Collateral Interest"), and the fourth of which shall be in uncertificated
form and shall be known as "Providian Master Trust, Class D Interest, Series
1999-1" (the "Class D Interest"). In connection with the issuance
<PAGE>
of the Collateral Interest, the Trustee is hereby directed to enter into the
Collateral Agreement.
(b) Series 1999-1 shall be included in Group One. Notwithstanding
any other provision to the contrary in the Agreement or in this Supplement,
the first Distribution Date with respect to Series 1999-1 shall be August 16,
1999.
(c) The Class A Certificates and the Class B Certificates are
"Investor Certificates" and the Class A Certificateholders and the Class B
Certificateholders are "Investor Certificateholders" for all purposes under
the Agreement and this Supplement. The Collateral Interest and the Class D
Interest shall each be deemed to be an "Investor Certificate" and the
Collateral Interest Holder and the Class D Holder shall each be deemed to be
an "Investor Certificateholder" for all purposes under the Agreement and this
Supplement, except where expressly stated to the contrary. The Class A
Certificates, the Class B Certificates, the Collateral Interest and the Class
D Interest together shall constitute the "Certificateholders' Interest" with
respect to Series 1999-1 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 and the Class D Holder, each as a
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, cancelation and surrender of Registered Certificates contained
in Article VI and Article XII of the Agreement shall not be applicable to the
Collateral Interest or the Class D Interest.
<PAGE>
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.
"Adjusted Invested Amount" shall mean, with respect to any date of
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount, the Collateral Invested Amount
and the Class D Invested Amount.
"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 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 Principal Funding
Investment Proceeds), (b) the Principal Funding Investment Proceeds, if any,
with respect to such Distribution Date, (c) 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,(d) any Additional Finance Charges from other Series in
Group One that are allocated to
<PAGE>
Series 1999-1 with respect to such Monthly Period in accordance with Section
4.05 of the Agreement and Section 4.07 hereof and (e) 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 1999-1 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.
"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 Invested
Amount as of the last day of the immediately preceding Monthly Period.
"Class A 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 2002 (or such later date as is
determined in accordance with Section 4.03(e)), and ending upon the first to
occur of (a) the commencement of the Early Amortization Period, (b) the last
Business Day of the Monthly Period
<PAGE>
immediately preceding the Class A Expected Final Payment Date and (c) the
Termination Date.
"Class A 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 and the denominator of which is the sum of the Initial
Invested Amount and the Initial Invested Amounts (as defined in the respective
related Supplements) of all other Variable Accumulation Series that are not
scheduled to be in their revolving periods as o 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(e) applied to each such Series with such changes as
may be specified in the applicable Supplement with respect to such Series
(applying such provisions first to the Variable Accumulation Series with the
latest expected final payment date and next to each Series with the next
preceding expected final payment date).
"Class A Accumulation Period Length" shall have the meaning
specified in Section 4.03(e).
"Class A Additional Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the excess, if any, of the Class A
Invested Amount over the Principal Funding Account Balance, if any, with
respect to the Class A Certificates on such date.
"Class A Certificate" shall mean any one of the Class of Investor
Certificates designated as "Providian Master Trust, Floating Rate Class A
Asset-Backed Certificates, Series 1999-1" pursuant to Section 1.01(a),
executed by the Bank and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
"Class A 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 0.23%.
<PAGE>
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean that portion of
the Series 1999-1 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Charge-Off" shall have the meaning specified in Section
4.06(b).
"Class A Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Class A Accumulation Period,
$20,833,333.34; provided that, if the commencement of the Class A Accumulation
Period is modified pursuant to Section 4.03(e), (a) the Class A Controlled
Accumulation Amount shall mean the amount specified in accordance with such
Section on the date on which the Class A Accumulation Period has most recently
been modified, (b) the Class A Controlled Accumulation Amo for each Monthly
Period shall be no greater than the Class A Accumulation Period Amount for
such Monthly Period and (c) the sum of the Class A Controlled Accumulation
Amounts for all Monthly Periods occurring during the modified Class A
Accumulation Period shall not be less than the Class A Initial Invested
Amount.
"Class A Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Class A Accumulation Period, an amount equal to the
sum of the Class A Controlled Accumulation Amount for such Distribution Date
and any Class A Deficit Controlled Accumulation Amount for the immediately
preceding Distribution Date.
"Class A Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 1999-1
Defaulted Amount for the related Monthly Period and (b) the Class A Percentage
for such Monthly Period.
"Class A Deficit Controlled Accumulation Amount" shall mean (a) on
the first Distribution Date with respect to the Class A Accumulation Period,
the excess, if any, of the Class A Controlled Accumulation Amount for such
Distribution Date over the amount deposited in the Principal Funding Account
as Class A Monthly Principal for such Distribution Date and (b) on each
subsequent Distribution
<PAGE>
Date with respect to the Class A Accumulation Period, the excess, if any, of
the Class A Controlled Accumulation Amount for such subsequent Distribution
Date, plus any Class A Deficit Controlled Accumulation Amount for the prior
Distribution Date, over the amount deposited in the Principal Funding Account
as Class A Monthly Principal for such subsequent Distribution Date.
"Class A Expected Final Payment Date" shall mean the June 2004
Distribution Date.
"Class A Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class A Certificates, which is $500,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
Section 4.02(a).
"Class A Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class A Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date, minus (c) the excess, if any, of the
aggregate amount of Class A Charge-Offs over the aggregate amount of Class A
Charge-Offs reimbursed pursuant to Section 4.05(a)(v) prior to such date;
provided, however, that the Class A Invested Amount shall be reduced below
zero.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Monthly Principal" shall have the meaning specified in
Section 4.03(a).
"Class A Percentage" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A
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).
"Class B Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period
<PAGE>
commencing at the close of business on the last Business Day of the Monthly
Period immediately preceding the Class A Expected Final Payment Date and
ending upon the first to occur of (a) the commencement of the Early
Amortization Period, (b) the payment in full to Class B Certificateholders of
the Class B Invested Amount and (c) the Termination Date.
"Class B Additional Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Class B Invested Amount less the
Principal Funding Account Balance, if any, with respect to the Class B
Certificates on such date.
"Class B Certificate" shall mean any one of the Class of Investor
Certificates designated as "Providian Master Trust, 6.80% Class B Asset-Backed
Certificates, Series 1999-1" pursuant to Section 1.01(a), executed by the Bank
and authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit A-2.
"Class B Certificate Rate" shall mean 6.80% per annum.
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean that portion of
the Series 1999-1 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Charge-Off" shall have the meaning specified in Section
4.06(c).
"Class B Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Class B Accumulation Period,
$32,852,500, or such other amount as the Servicer may determine upon written
notice to the Trustee prior to the commencement of the Class B Accumulation
Period; provided, however, that the Class B Controlled Accumulation Amount for
each Distribution Date with respect to the Class B Accumulation Period will be
an amount determined by the Servicer such that the sum of the
<PAGE>
Class B Controlled Accumulation Amounts for all such Distribution Dates will
not be less than the Class B Initial Invested Amount.
"Class B Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Class B Accumulation Period, an amount equal to the
sum of the Class B Controlled Accumulation Amount for such Distribution Date
and any Class B Deficit Controlled Accumulation Amount for the immediately
preceding Distribution Date.
"Class B Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 1999-1
Defaulted Amount for the related Monthly Period and (b) the Class B Percentage
for such Monthly Period.
"Class B Deficit Controlled Accumulation Amount" shall mean (a) on
the first Distribution Date with respect to the Class B Accumulation Period,
the excess, if any, of the Class B Controlled Accumulation Amount for such
Distribution Date over the amount deposited in the Principal Funding Account
as Class B Monthly Principal for such Distribution Date and (b) on each
subsequent Distribution Date with respect to the Class B Accumulation Period,
the excess, if any, of the Class B Controlled Accumulation Amount for such
subsequent Distribution Date, plus any Class B Deficit Controlled Accumulation
Amount for the prior Distribution Date, over the amount deposited in the
Principal Funding Account as Class B Monthly Principal for such subsequent
Distribution Date.
"Class B Expected Final Payment Date" shall mean the August 2004
Distribution Date.
"Class B Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $65,705,000.
"Class B Interest Shortfall" shall have the meaning specified in
Section 4.02(b).
"Class B Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the
<PAGE>
aggregate amount by which the Class B Invested Amount has been reduced in
respect of the application of Reallocated Class B Principal Collections on all
prior Distribution Dates pursuant to Section 4.05(d), minus (d) the aggregate
amount of Class B Charge-Offs prior to such date, 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 Class B Invested Amount shall not be reduced below
zero.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Monthly Principal" shall have the meaning specified in
Section 4.03(b).
"Class B Percentage" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class B
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).
"Class B Principal Commencement Date" shall mean (a) if the Class A
Invested Amount is paid in full on the Class A Expected Final Payment Date and
the Early Amortization Period has not commenced, the Distribution Date
following the Class A Expected Final Payment Date and (b) otherwise, the
Distribution Date on which the Class A Invested Amount is paid in full.
"Class B Subordinated Additional Interest" shall have the meaning
specified in Section 4.02(c).
"Class B Subordinated Interest Shortfall" shall have the meaning
specified in Section 4.02(c).
"Class B Subordinated Monthly Interest" shall have the meaning
specified in Section 4.02(c).
"Class D Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the
<PAGE>
product of (a) the Series 1999-1 Defaulted Amount for the related Monthly
Period and (b) the Class D Percentage for such Monthly Period.
"Class D Holder" shall mean the Seller, in its capacity as holder of
the Class D Interest.
"Class D Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class D Interest, which is $22,436,642.
"Class D Interest" shall mean the Class of Investor Certificates
designated as "Providian Master Trust, Class D Interest, Series 1999-1"
pursuant to Section 1.01(a).
"Class D Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class D Initial Invested Amount
minus (b) the aggregate amount of principal payments made to the Class D
Holder prior to such date, minus (c) the aggregate amount by which the Class D
Invested Amount has been reduced in respect of the application of Reallocated
Principal Collections on all prior Distribution Dates pursuant to Sections
4.05(b), (c) and (d), minus (d) the aggregate amou by which the Class D
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)(xiv) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d); provided, however, that the Class D Invested
Amount shall not be reduced below zero.
"Class D Monthly Principal" shall have the meaning specified in
Section 4.03(g).
"Class D Percentage" shall mean, with respect to any Monthly Period,
100% minus the sum of the Class A Percentage, the Class B Percentage and the
Collateral Percentage.
"Closing Date" shall mean June 24, 1999.
"Collateral Additional Interest" shall have the meaning specified in
Section 4.02(d).
<PAGE>
"Collateral Agreement" shall mean the collateral agreement relating
to Series 1999-1 among the Seller, the Servicer and the Trustee, dated as of
the date hereof, as amended, supplemented or modified from time to time.
"Collateral Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Series 1999-1
Defaulted Amount for the related Monthly Period and (b) the Collateral
Percentage for such Monthly Period.
"Collateral Initial Invested Amount" shall mean the aggregate
initial principal amount of the Collateral Interest, which is $52,884,000.
"Collateral Interest" shall mean the Class of Investor Certificates
designated as "Providian Master Trust, Collateral Interest, Series 1999-1"
pursuant to Section 1.01(a), according to the terms 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 8.00% per annum.
"Collateral Interest Shortfall" shall have the meaning specified in
Section 4.02(d).
"Collateral Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount
minus (b) the aggregate amount of principal payments made to the Collateral
Interest Holder prior to such date and applied to the Collateral Invested
Amount in accordance with the terms of the Collateral Agreement, minus (c) the
aggregate amount by which the Collateral Invested Amount has been reduced in
respect of the application of Reallocated Class B Principal Collections and
Reallocated Collateral Principal Collections on all prior Distribution Dates
pursuant to Sections 4.05(c) and (d), minus (d) the aggregate 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
<PAGE>
applied on all prior Distribution Dates pursuant to Section 4.05(a)(xii) 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(d).
"Collateral Monthly Principal" shall have the meaning specified in
Section 4.03(f).
"Collateral Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Collateral 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 Dat
"Covered Amount" shall mean, for any Distribution Date with respect
to the Class A Accumulation Period or the first Special Payment Date (on or
prior to the Class A Expected Final 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
Class A Certificate Rate for such Interest Period and (c) the Principal
Funding Account Balance, if any, with respect to t Class A Certificates as of
the preceding Distribution Date.
"Cut-Off Date" shall mean May 31, 1999.
"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 1999-1 is deemed to have occurred, and
ending upon the earlier to occur of (a) the payment in full to the Series
1999-1 Certificateholders of the Invested Amount and (b) the Termination 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
<PAGE>
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 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.
"Group One" shall mean Series 1999-1 and each other Series specified
in the Supplement for that Series to be included in Group One.
"Initial Invested Amount" shall mean an amount equal to the sum of
the Class A Initial Invested Amount, the Class B Initial Invested Amount, the
Collateral Initial Invested Amount and the Class D Initial Invested Amount.
"Initial Principal Payment Date" shall have the meaning specified in
Section 7.03.
"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
<PAGE>
Interest Period shall commence on and include the Closing Date and end on but
exclude the first Distribution Date.
"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 1999-1 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 Class A Invested Amount, the
Class B Invested Amount, the Collateral Invested Amount and the Class D
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
<PAGE>
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 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 Class A Monthly Interest, the Class B
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 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 Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to (a) Available Finance Charge Collections for the Distribution Date
with respect to such Monthly Period, minus (b) the Series 1999-1 Defaulted
Amount for the Distribution Date with respect to such Monthly Period, and the
denominator of which is the Invested Amount as of the last day of the
immediately preceding Monthly Period.
"Principal Allocation Percentage" shall mean, with respect to any
date of determination during a Monthly
<PAGE>
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 Class A Accumulation Period, the Class B 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 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 the 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.
"Principal Funding Account" shall have the meaning specified in
Section 4.03(c)(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(c)(ii).
"Principal Shortfall" shall have the meaning specified in Section
4.08.
"Reallocated Class B Principal Collections" shall mean, with respect
to any Monthly Period, the lesser of (a) an amount equal to the excess, if
any, of the full amount required to be paid pursuant to Sections 4.05(a)(i),
(ii) (but only to the extent that any application of Reallocated Class B
Principal Collections to the deficiency in the amount payable under Section
4.05(a)(ii) would result in a reduction in the Class D Invested Amount or the
Collateral Invested Amount), (iii) and (iv) ove the amount of the Available
Finance Charge Collections, Reallocated Class D Principal Collections and
Reallocated Collateral Principal Collections applied with respect thereto for
such Monthly Period 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
<PAGE>
Receivables and (iii) the Class B Percentage as of the last day of
the immediately preceding Monthly Period.
"Reallocated Class D Principal Collections" shall mean, with respect
to any Monthly Period, 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 Class D Percentage as of the last day of the immediately preceding Monthly
Period.
"Reallocated Collateral Principal Collections" shall mean, with
respect to any Monthly Period, the lesser of (a) an amount equal to the
excess, if any, of the full amount required to be paid pursuant to Sections
4.05(a)(i), (ii), (iii), (iv) and (vii) over the Available Finance Charge
Collections and Reallocated Class D Principal Collections applied with respect
thereto for such Monthly Period and (b) the sum for each day of the related
Monthly Period of the product obtained by multiplying 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.
"Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) Reallocated Class B Principal Collections with
respect to such Monthly Period, (b) Reallocated Collateral Principal
Collections with respect to such Monthly Period and (c) Reallocated Class D
Principal Collections with respect to such Monthly Period.
"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 Series
1999-1 Certificateholders on any prior Distribution Date, plus (c) the amount
of Class A Additional Interest and Class B Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest and Class B
Additional Interest previously due but not distributed to the Class A
<PAGE>
Certificateholders and the Class B Certificateholders on any prior
Distribution Date, plus (d) Class B Subordinated Monthly Interest for such
Distribution Date and any Class B Subordinated Monthly Interest previously due
but not distributed to the Class B Certificateholders on any prior
Distribution Date, plus (e) the amount of Class B Subordinated Additional
Interest, if any, for such Distribution Date and any Class B Subordinated
Additional Interest previously due but not distributed to the Class B
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 Class D Invested Amount" shall mean $22,436,642.
"Required Collateral Invested Amount" shall mean the excess, if any,
of (a) the Required Enhancement Amount over (b) the Required Class D Invested
Amount.
"Required Enhancement Amount" shall mean, with respect to any
Distribution Date, (a) 11.75% of the Initial Invested Amount or (b) with the
consent of the Collateral Interest Holder, 11.75% 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
$19,230,770; provided, however, that in the case of (b) above, if a Pay Out
Event with respect to Series 1999-1 has occurred, the Required Enhancement
Amount for any Distribution Date shall equal the Required Enhancement Amount
for the Distribution Date immediately preceding such Pay Out Event; and
provided further, however, that the Required Enhancement Amount may be
reduced, at the Seller's option at any time, to a lesser amount with the
consent of the Collateral Interest Holder if the Seller, the Servicer and the
Trustee have been provided evidence that the Rating Agency Condition shall
have been satisfied.
"Required Reserve Account Amount" shall mean, with respect to any
Distribution Date prior to the Reserve Account
<PAGE>
Funding Date, $0, and on or after the Reserve Account Funding Date, 0.50% of
the Class A Invested Amount as of such Distribution Date (after giving effect
to all changes therein on such date).
"Reserve Account" shall have the meaning specified in Section
4.09(a).
"Reserve Account Funding Date" shall mean the Distribution Date with
respect to the Monthly Period that commences the applicable number of months
prior to the Monthly Period that commences the Class A Accumulation Period
(determined in accordance with the provisions of Section 4.03(e)), based on
the average of the Portfolio Yields for the three prior consecutive Monthly
Periods minus the average of the Base Rates for such Monthly Periods as
specified below:
Three-Month Average Portfolio Number of Months
Yield minus Three-Month Prior to Commencement
Average Base Rate of Class A Accumulation Period
- ----------------------------- ------------------------------
greater than 4% 3 months
less than 4% and greater than or equal to 3% 4 months
less than 3% and and greater than or equal 2% 6 months
less than 2% 12 months
Notwithstanding the above, the Servicer may elect that the Reserve Account
Funding Date means an earlier Distribution Date than required by the preceding
sentence.
"Reserve Account Surplus" shall mean, 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 Account Surplus Amount" shall have the meaning specified in
Section 4.09(e).
"Reserve Draw Amount" 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 Class A Accumulation Period commences and (b) the
close of business on the day the Early Amortization Period commences.
<PAGE>
"Series 1999-1" shall mean the Series of Investor Certificates the
terms of which are specified in this Supplement, including the Class
consisting of the Class A Certificates, the Class consisting of the Class B
Certificates, the Class consisting of the Collateral Interest and the Class
consisting of the Class D Interest.
"Series 1999-1 Certificate" shall mean any one of the Class A
Certificates, the Class B Certificates, the Collateral Interest or the Class D
Interest.
"Series 1999-1 Certificateholder" shall mean any one of the Class A
Certificateholders, the Class B Certificateholders, the Collateral Interest
Holder or the Class D Holder.
"Series 1999-1 Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Series 1999-1
Certificates.
"Series 1999-1 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 the Seller 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 with
respect to the Early Amortization Period.
"Termination Date" shall mean the January 2009 Distribution Date.
"United States Dollars" or "$" shall mean the lawful currency of the
United States of America.
"Variable Accumulation Series" shall mean each outstanding Series,
other than any Variable Funding Series, for which, pursuant to the terms of
the related Supplement, at the time a determination is made pursuant to
<PAGE>
Section 4.03(e), the commencement date of the Accumulation Period may be
changed.
"Variable Funding Series" shall mean Series 1993-3, Series 1998-1
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 1999-1, Moody's and
Standard & Poor's. As used in this Supplement and in the Agreement with
respect to Series 1999-1, "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.
(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 1999-1 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
<PAGE>
equal to the product of (x) 1.75%, (y) the Initial Invested Amount and (z) a
fraction, the numerator of which is the actual number of days in 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 the
denominator of which is 360. The remainder of the Servicing Fee (i.e., the
portion not allocated to the Series 1999-1 Certificateholders' Interest) shall
be paid by the Seller or the Certificateholders of other Series (as provided
in the related Supplements) and in no event shall the Trust, the Trustee or
the Series 1999-1 Certificateholders be liable for the share of the Servicing
Fee to be paid by the Seller 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)(iii) and Sections 4.05(b), (c) and (d).
ARTICLE IV
Rights of Series 1999-1 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 1999-1 Certificates as
described in this Article IV.
Section 4.02. Determination of Monthly Interest. (a) The amount of
monthly interest ("Class A Monthly Interest") distributable from the
Collection Account with respect to the Class A Certificates on any
Distribution Date 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 Class A Certificate Rate
and (iii) the outstanding principal amount of the Class A Certificates as of
the immediately preceding Record Date.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class A Interest Shortfall"), of (x) the Class A
Monthly Interest for such Distribution Date over (y) the aggregate amount of
funds allocated and available to pay such Class A Monthly Interest
<PAGE>
on such Distribution Date. With respect to any Distribution Date, if the Class
A Interest Shortfall with respect to the preceding Distribution Date is
greater than zero, an amount ("Class A 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
Class A Certificate Rate and (iii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to Class A Certificateholders) shall
be payable as provided herein with respect to the Class A Certificates on each
Distribution Date following the Distribution Date on which such Class A
Interest Shortfall occurs to and including the Distribution Date on which such
Class A Interest Shortfall is paid to Class A Certificateholders.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to Class A Certificateholders only to the
extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to one-twelfth
of the product of (i) the Class B Certificate Rate and (ii) the Class B
Invested Amount as of the immediately preceding Record Date, except that, with
respect to the first Interest Payment Date, Class B Monthly Interest shall
mean interest accrued on the Class B Invested Amount at Class B Certificate
Rate from the Series Issuance Date to but excluding the first Interest Payment
Date, calculated on the basis of a 360-day year of twelve 30-day months.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class B Interest Shortfall"), of (x) the Class B
Monthly Interest for such Distribution Date over (y) the aggregate amount of
funds allocated and available to pay such Class B Monthly Interest on such
Distribution Date. With respect to any Distribution Date, if the Class B
Interest Shortfall with respect to the preceding Distribution Date is greater
than zero, an amount ("Class B Additional Interest" equal to one-twelfth of
the product of (i) the Class B Certificate Rate and (ii) such Class B Interest
Shortfall (or the portion thereof which has not been paid to Class B
Certificateholders) shall be payable as provided herein with respect to the
Class B Certificates on each Distribution Date following the Distribution Date
on which such Class B Interest Shortfall
<PAGE>
occurs to and including the Distribution Date on which such Class B Interest
Shortfall is paid to Class B Certificateholders. Notwithstanding anything to
the contrary herein, Class B Additional Interest shall be payable or
distributed to Class B Certificateholders only to the extent permitted by
applicable law.
(c) The amount of subordinated monthly interest ("Class B
Subordinated Monthly Interest") distributable from the Collection Account with
respect to the Class B Certificates on any Distribution Date shall be an
amount equal to one-twelfth of the product of (i) the Class B Certificate Rate
and (ii) the excess of the outstanding principal amount of the Class B
Certificates over the Class B Invested Amount as of the immediately preceding
Record Date.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class B Subordinated Interest Shortfall"), of (x) the
Class B Subordinated Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B
Subordinated Monthly Interest on such Distribution Date. With respect to any
Distribution Date, if the Class B Subordinated Interest Shortfall with respect
to the preceding Distribution Date is greater than zero, an amount ("Class B
Subordinated Additional Interest") equal to one-twelfth of the product of (i)
the Class B Certificate Rate and (ii) such Class B Subordinated Interest
Shortfall (or the portion thereof which has not been paid to Class B
Certificateholders) shall be payable as provided herein with respect to the
Class B Certificates on each Distribution Date following the Distribution Date
on which such Class B Subordinated Interest Shortfall occurs to and including
the Distribution Date on which such Class B Subordinated Interest Shortfall is
paid to Class B Certificateholders. Notwithstanding anything to the contrary
herein, Class B Subordinated Additional Interest shall be payable or
distributed to Class B Certificateholders only to the extent permitted by
applicable law.
(d) 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 one-twelfth of
the product of (i) the Collateral Interest Rate and (ii) the outstanding
<PAGE>
principal amount of Collateral Interest as of the last Business Day of the
preceding Monthly Period, except that, with respect to the first Interest
Payment Date, Collateral Monthly Interest shall mean interest accrued on the
outstanding principal amount of the Collateral Interest at the Collateral
Interest Rate from the Series Issuance Date to but excluding the first
Interest Payment Date, calculated on the basis of a 360-day year of twelve
30-day months.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Collateral Interest Shortfall"), of (x) the
Collateral Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such Collateral Monthly
Interest on such Distribution Date. With respect to any Distribution Date, if
the Collateral Interest Shortfall with respect to the preceding Distribution
Date is greater than zero, an amount ("Collateral Additional Interest") equal
to one-twelfth of the product of (i) the Collateral Interest Rate and (ii)
such Collateral Interest Shortfall (or the portion thereof which has not been
paid to the Collateral Interest Holder) shall be payable as provided herein
with respect to the Collateral Interest on each Distribution Date following
the Distribution Date on which such Collateral Interest Shortfall occurs to
and including the Distribution Date on which such Collateral Interest
Shortfall is paid to the Collateral Interest Holder. Notwithstanding anything
to the contrary herein, Collateral Additional Interest shall be payable or
distributed to the Collateral Interest Holder only to the extent permitted by
applicable law.
Section 4.03. Determination of Class A Monthly Principal, Class B
Monthly Principal, Collateral Monthly Principal and Class D Monthly Principal;
Principal Funding Account; Class A Accumulation Period. (a) The amount of
monthly principal ("Class A Monthly Principal") distributable from the
Collection Account with respect to the Class A Certificateholders' Interest on
each Distribution Date beginning with the first to occur of (i) the first
Special Payment Date and (ii) the first Distribut Date with respect to the
Class A 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 with respect to the
Class A Accumulation Period, the Class A Controlled Deposit Amount for such
<PAGE>
Distribution Date and (z) the Class A Adjusted Invested Amount on such
Distribution Date.
(b) The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificateholders' Interest on each Distribution Date beginning with the
Class B Principal Commencement Date, shall be equal to the least of (x)
Available Principal Collections on deposit in the Collection Account with
respect to such Distribution Date (less the portion of Available Principal
Collections applied to Class A Monthly Principal on such Distribution Date),
(y) for each Distribution Date with respect to the Class B Accumulation
Period, the Class B Controlled Deposit Amount for such Distribution Date and
(z) the Class B Adjusted Invested Amount on such Distribution Date.
(c) (i) The Servicer, for the benefit of the Class A
Certificateholders and the Class B 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 Class A Certificateholders and the Class B Certificateholders. The
Principal Funding Account shall initially be established with Banker 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 Class A Certificateholders and the
Class B 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 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
<PAGE>
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 Distribution Date)
upon the maturity of any Eligible Investments are not required to be invested
overnight.
(iii) On each Distribution Date with respect to the Class A
Accumulation Period and the Class B Accumulation Period and on the first
Special Payment Date, 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.
(d) (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 Class A
Certificateholders and the Class B 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 (c)(i) above as an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Principal Funding
Account.
(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
<PAGE>
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 Class A Certificateholders and
the Class B Certificateholders.
(e) The Class A Accumulation Period is scheduled to commence at the
close of business on the last Business Day of May 2002; provided, however,
that if the Class A Accumulation Period Length on any Determination Date
(determined as described below) is less than twenty-four months, upon notice
to the Trustee, the Seller and each Rating Agency, which notice may be
included as part of the monthly statement described in Section 5.02(b), the
Servicer, at its option, may elect to modify the date o which the Class A
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 Class A
Expected Final Payment Date equal to the Class A Accumulation Period Length;
provided, however, that (i) the length of the Class A Accumulation Period
shall not be less than one month; and (ii) notwithstanding any other provision
of this Supplement to the contrary, no election to postpone the commencement
of the Class A 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 "Class A Accumulation Period Length," which shall equal the
number of months such that the Class A Accumulation Period Amount for the
Monthly Period immediately preceding the Class A Expected Final Payment Date,
when aggregated with the Class A Accumulation Period Amounts for each
preceding Monthly Period, shall equal or exceed the Class A Initial Invested
Amount. Any notice by the Servicer electing to modify the commencement of the
Class A Accumulation Period pursuant to this subsection (e) shall specify (i)
the Class A Accumulation Period Length, (ii) the commencement date of the
Class A Accumulation Period and (iii) the Class A Controlled Accumulation
Amount with respect to each Monthly Period preceding the Class A Expected
Final Payment Date.
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(f) The amount, if any, of monthly principal ("Collateral Monthly
Principal") distributable from the 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 Class A Invested Amount and the Class B Invested Amount are
paid in full, shall be an amount equal to the lesser of (A) Available
Principal Collections not applied to Class A Monthly Principal or Class B
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 Class A
Invested Amount and the Class B Invested Amount are 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 Class A Monthly Principal or Class B 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.
(g) The amount, if any, of monthly principal ("Class D Monthly
Principal") distributable from the Collection Account with respect to the
Class D Interest on each Distribution Date beginning with the Distribution
Date on which the Class A Invested Amount, the Class B Invested Amount and the
Collateral Invested Amount are 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 Class A Monthly
Principal, Class B Monthly Principal or Collateral Monthly Principal on such
Distribution Date); provided, however, that with respect to any Distribution
Date, Class D Monthly Principal shall not exceed the Class D Invested Amount.
Section 4.04. Required Amount. With respect to each Distribution
Date, on the related Determination Date,
<PAGE>
the Servicer shall determine the amount (the "Required Amount"), if any, by
which (i) the full amount required to be paid pursuant to Sections 4.05(a)(i),
(ii), (iii), (iv), (vii) and (x) for such Distribution Date exceeds (ii) the
amount of Available Finance Charge Collections to be applied thereto for such
Distribution Date. The Servicer shall give the Trustee notice of the Require
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 the Seller
is the Servicer and the Collection Account is maintained with the Seller) or
shall cause the Trustee to apply, on each Distribution Date, Available Finance
Charge Collections, Reallocated Principal Collections and Available Principal
Collections on deposit 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 Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date and any Class A Additional Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, plus the amount of any Class B Additional
Interest for such Distribution Date and any Class B Additional Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class Certificateholders;
<PAGE>
(iii) 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);
(iv) an amount equal to the Class A Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(v) an amount equal to the aggregate amount of Class A Charge-Offs
that have not been previously reimbursed shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(vi) an amount equal to Class B Subordinated Monthly Interest for
such Distribution Date, plus the amount of any Class B Subordinated
Monthly Interest previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, plus the amount of any
Class B Subordinated Additional Interest for such Distribution Date and
any Class B Subordinated Additional Interest previously due but not
distributed to Class B Certificateholders on a prior Distribution Date,
shall be distributed to the Paying Agent for payment to the Class B
Certificateholders;
(vii) an amount equal to the Class B Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(viii) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c) and (d) of the
definition of "Class B 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 Collateral Monthly Interest for such
Distribution Date, plus the amount of
<PAGE>
any Collateral Monthly Interest previously due but not paid to the
Collateral Interest Holder on any prior Distribution Date, plus the
amount of any Collateral Additional Interest for such Distribution Date
and any Collateral Additional Interest previously due but not paid to the
Collateral Interest Holder on a prior Distribution Date, shall be paid to
the Collateral Interest Holder for application in accordance with the
Collateral Agreement;
(x) an amount equal to the Collateral Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections with respect to such Distribution Date;
(xi) 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;
(xii) 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;
(xiii) an amount equal to the Class D Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections with respect to such Distribution Date;
(xiv) an amount equal to the aggregate amount by which the Class D
Invested Amount has been reduced pursuant to clauses (c) and (d) of the
definition of "Class D 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;
<PAGE>
(xv) 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 applied in accordance with the Collateral Agreement; and
(xvi) 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 Seller as described in Section
4.05 of the Agreement.
(b) On each Distribution Date, Reallocated Class D Principal
Collections shall be distributed to fund the Required Amount for such
Distribution Date, the amount of such Reallocated Class D Principal
Collections being applied to the components of the Required Amount in the same
priority as amounts are applied to such components from Available Finance
Charge Collections pursuant to Section 4.05(a), and the Class D Invested
Amount (after giving effect to reductions in the Class D Invested Amou on such
Distribution Date pursuant to Section 4.06(a) in respect of the amount by
which the Class D Defaulted Amount exceeded the amount of Available Finance
Charge Collections available to fund the Class D Defaulted Amount) shall be
reduced by the amount of such Reallocated Class D Principal Collections.
(c) On each Distribution Date, Reallocated Collateral Principal
Collections shall be distributed to fund any excess of the full amount
required to be paid pursuant to Sections 4.05(a)(i), (ii), (iii), (iv) and
(vii) for such Distribution Date over the amount of Available Finance Charge
Collections and Reallocated Class D Principal Collections applied thereto for
such Distribution Date, the amount of such Reallocated Collateral Principal
Collections being applied to fund any deficiency pursu to Sections 4.05(a)(i),
(ii), (iii), (iv) and (vii) in the same priority as amounts are applied to
such Sections from Available Finance Charge Collections pursuant to Section
4.05(a), and the Class D Invested Amount (after giving effect to reductions in
the Class D Invested Amount on such Distribution Date (i) pursuant to Section
4.05(b) in respect of the application of Reallocated Class D Principal
Collections and (ii) pursuant to Section 4.06(a) in respect
<PAGE>
of the amount by which the Class D Defaulted Amount exceeded the amount of
Available Finance Charge Collections available to fund the Class D Defaulted
Amount) shall be reduced by the amount of such Reallocated Collateral
Principal Collections. In the event that such reduction would cause the Class
D Invested Amount to be reduced below zero, the Class D Invested Amount shall
be reduced to zero and the Collateral Invested Amount (after giving effect to
reductions in the Collateral Invested Amount pursuant to Section 4.06(d) 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 by which the Class
D Invested Amount would have been reduced below zero.
(d) On each Distribution Date, Reallocated Class B Principal
Collections shall be distributed to fund any excess of the full amount
required to be paid pursuant to Sections 4.05(a)(i), (ii), (iii) and (iv) for
such Distribution Date over the amount of Available Finance Charge
Collections, Reallocated Class D Principal Collections and Reallocated
Collateral Principal Collections applied thereto for such Distribution Date,
the amount of such Reallocated Class B Principal Collections being applied to
fund any deficiency pursuant to Sections 4.05(a)(i), (ii) (but only to the
extent that any application of Reallocated Class B Principal Collections to
such deficiency in the amount payable under Section 4.05(a)(ii) would result
in a reduction in the Class D Invested Amount or the Collateral Invested
Amount), (iii) and (iv) in the same priority as amounts are applied to such
Sections from Available Finance Charge Collections pursuant to Section
4.05(a), and the Class D Invested Amount (after giving effect to reductions in
the Class D Invested Amount on such Distribution Date (i) pursuant to Sections
4.05(b) and (c) in respect of the application of Reallocated Class D Principal
Collections and Reallocated Collateral Principal Collections and (ii) pursuant
to Section 4.06(a) in respect of the amount by which the Class D Defaulted
Amount exceeded the amount of Available Finance Charge Collections available
to fund the Class D Defaulted Amount) shall be reduced by the amount of such
Reallocated Class B Principal Collections. In the event that such reduction
would cause the Class D Invested Amount to be reduced below zero, the Class D
Invested Amount shall be reduced to zero and the Collateral Invested Amount
(after giving effect to reductions in the Collateral Invested Amount on such
Distribution Date (i) pursuant to Section 4.05(c) in respect of the
application of Reallocated Collateral Principal Collections and (ii) pursuant
to Section 4.06(d) 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 by
which the Class D Invested Amount would have been reduced below zero. In the
event that such reduction would cause the Collateral Invested Amount to be
reduced below zero, the Collateral Invested Amount shall be reduced to zero
and the Class B Invested Amount (after giving effect to reductions in the
Class B Invested Amount pursuant to Section 4.06(c) in respect of the amount
by which the Class B Defaulted Amount exceeded the amount of Available Finance
Charge Collections, Reallocated Class D Principal Collections and Reallocated
Collateral Principal Collections available to fund the Class B Defaulted
Amount) shall be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero.
(e) 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 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.
(f) On each Distribution Date during the period beginning on the
earlier to occur of (w) the first Distribution Date with respect to the Class
A Accumulation Period, and (x) the first Special Payment Date and ending on
the earlier to occur of (y) the payment in full to Series 1999-1
Certificateholders of the Invested Amount and (z) the Termination Date, an
amount equal to the Available
<PAGE>
Principal Collections deposited in the Collection Account for the related
Monthly Period shall be distributed in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date shall be deposited into the Principal Funding Account,
and on the Class A Expected Final Payment Date and on each Special
Payment Date, such amounts shall be applied in accordance with Section
5.01(b);
(ii) an amount equal to Class B Monthly Principal for such
Distribution Date shall be deposited into the Principal Funding Account,
and on the Class B Expected Final Payment Date and on each Special
Payment Date, such amounts shall be applied in accordance with Section
5.01(d);
(iii) 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;
(iv) an amount equal to the Class D Monthly Principal, if any, for
such Distribution Date shall be distributed to the Class D Holder; and
(v) 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 Class D Defaulted Amount for the related Monthly Period
exceeds the amount of Available Finance Charge Collections available to fund
the Class D Defaulted Amount pursuant to Section 4.05(a)(xiii) on such
Distribution Date, then the Class D Invested Amount shall be reduced by the
amount of such excess; provided, however, that the Class D Invested Amount
shall not be reduced below zero. Such reductions sh thereafter be reimbursed
and the Class D 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
<PAGE>
allocated and available for that purpose pursuant to 4.05(a)(xiv).
(b) On each Determination Date, the Servicer shall calculate the
Class A Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Class A Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections and
Reallocated Principal Collections applied thereto on such Distribution Date,
the Class D Invested Amount (after giving effect to reductions in the Class D
Invested Amount on such Distribution Date (i) pursua to Sections 4.05(b), (c)
and (d) 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 Class D
Defaulted Amount exceeded the amount of Available Finance Charge Collections
available to fund the Class D Defaulted Amount) shall be reduced by the amount
of such excess. In the event that such reduction would cause the Class D
Invested Amount to be reduced below zero, the Class D Invested Amount shall be
reduced to zero and the Collateral Invested Amount (after giving effect to
reductions in the Collateral Invested Amount on such Distribution Date (i)
pursuant to Section 4.05(c) and (d) in respect of the application of
Reallocated Collateral Principal Collections and Reallocated Class B Principal
Collections and (ii) pursuant to Section 4.06(d) 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 by which the Class D Invested Amount would have been
reduced below zero. In the event that such reduction would cause the
Collateral Invested Amount to be reduced below zero, the Collateral Invested
Amount shall be reduced to zero and the Class B Invested Amount (after giving
effect to reductions in the Class B Invested Amount on such Distribution Date
(i) pursuant to Section 4.05(d) in respect of the application of Reallocated
Class B Principal Collections and (ii) pursuant to Section 4.06(c) in respect
of the amount by which the Class B Defaulted Amount exceeded the amount of
Available Finance Charge Collections, Reallocated Class D Principal
Collections and Reallocated Collateral Principal Collections available to fund
the Class B Defaulted Amount) shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero. In the event
that such reduction would cause the Class B Invested Amount to be reduced
below zero, the Class B Invested Amount
<PAGE>
shall be reduced to zero and the Class A Invested Amount shall be reduced by
the amount by which the Class B Invested Amount would have been reduced below
zero (a "Class A Charge-Off"). Class A Charge-Offs shall thereafter be
reimbursed and the Class A Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class A 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)(v).
(c) On each Determination Date, the Servicer shall calculate the
Class B Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Class B Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections, Reallocated
Class D Principal Collections and Reallocated Collateral Principal Collections
applied thereto for such Distribution Date, the Class D Invested Amount (after
giving effect to reductions in the Class Invested Amount on such Distribution
Date (i) pursuant to Sections 4.05(b), (c) and (d) in respect of the
application of Reallocated Principal Collections, (ii) pursuant to Section
4.06(a) in respect of the amount by which the Class D Defaulted Amount
exceeded the amount of Available Finance Charge Collections available to fund
the Class D Defaulted Amount and (iii) pursuant to Section 4.06(b) in respect
of the amount by which the Class A Defaulted Amount exceeded the amount of
Available Finance Charge Collections and Reallocated Principal Collections
available to fund the Class A Defaulted Amount) shall be reduced by the amount
of such excess. In the event that such reduction would cause the Class D
Invested Amount to be reduced below zero, the Class D Invested Amount shall be
reduced to zero and the Collateral Invested Amount (after giving effect to
reductions in the Collateral Invested Amount on such Distribution Date (i)
pursuant to Sections 4.05(c) and (d) in respect of the application of
Reallocated Collateral Principal Collections and Reallocated Class B Principal
Collections, (ii) pursuant to Section 4.06(d) 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 and (iii)
pursuant to Section 4.06(b) in respect of the amount by which the Class A
Defaulted Amount exceeded the amount of Available Finance Charge Collections
and Reallocated Principal Collections available to fund the Class A Defaulted
Amount) shall be reduced by the amount by which the Class D Invested Amount
would have been reduced
<PAGE>
below zero. In the event that such reduction would cause the Collateral
Invested Amount to be reduced below zero, the Collateral Invested Amount shall
be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero (any reduction in the Class B Invested Amount in this paragraph (d) or
paragraph (c) above, a "Class B Charge-Off"). Class B Charge-Offs shall
thereafter be reimbursed and the Class B Invested Amount increased (but not by
an amount in excess of the aggregate unreimbursed Class B 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)(viii).
(d) On each Determination Date, the Servicer shall calculate the
Collateral Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Collateral Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections and
Reallocated Class D Principal Collections applied thereto for such
Distribution Date, the Class D Invested Amount (after giving effect to
reductions in the Class D Invested Amount on such Distribution Date (i)
pursuant to Sections 4.05(b), (c) and (d) in respect of the application of
Reallocated Principal Collections, (ii) pursuant to Section 4.06(a) in respect
of the amount by which the Class D Defaulted Amount exceeded the amount of
Available Finance Charge Collections available to fund the Class D Defaulted
Amount, (iii) pursuant to Section 4.06(b) in respect of the amount by which
the Class A Defaulted Amount exceeded the amount of Available Finance Charge
Collections and Reallocated Principal Collections available to fund the Class
A Defaulted Amount and (iv) pursuant to Section 4.06(c) in respect of the
amount by which the Class B Defaulted Amount exceeded the amount of Available
Finance Charge Collections, Reallocated Class D Principal Collections and
Reallocated Collateral Principal Collections available to fund the Class B
Defaulted Amount) shall be reduced by the amount of such excess. In the event
that such reduction would cause the Class D Invested Amount to be reduced
below zero, the Class D Invested Amount shall be reduced to zero and the
Collateral Invested Amount shall be reduced by the amount by which the Class D
Invested Amount would have been reduced below zero ; provided, however, that
the Collateral Invested Amount shall not be reduced below zero. Such
reductions shall thereafter be reimbursed and
<PAGE>
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)(xii).
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 1999-1 in an 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 1999-1 for such Distribution D 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 1999-1
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)(xvi)) 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 1999-1 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 1999-1 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 1999-1 for such Distribution Date and the
denominator of which is the aggregate amount Principal Shortfalls for all
Series for such Distribution Date. The "Principal Shortfall" for Series 1999-1
shall be equal to (w) for any Distribution Date with respect to the Revolving
Period, zero, (x) for any Distribution Date with respect to the Class A
Accumulation Period, the excess, if any, of the Class A 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), (y) for any
Distribution Date with respect to the Class B Accumulation Period, the excess,
if any, of the
<PAGE>
Class B 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 with respect to the Early Amortization
Period, 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 shall establish and
maintain, in the name of the Trustee, on behalf of the Trust, for the benefit
of the Class A Certificateholders, an Eligible Deposit Account (the "Reserve
Account") bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class A Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and all proceeds thereof. The Reserve
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Class A 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 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)(xi).
(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
<PAGE>
on or prior to the following Transfer Date. The Trustee shall maintain for the
benefit of the Class A 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 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 on the
related Distribution Date to or at the direction of the Seller. 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 with
respect to the Class A Accumulation Period and the first Special Payment Date
(on or prior to the Class A Expected Final 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)(xi) 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
<PAGE>
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 related
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 "Reserve Account Surplus Amount"). In the event that the Reserve Account
Surplus Amount with respect to any Transfer Date is greater than zero, the
Trustee, on the related Distribution Date, acting accordance with the
instructions of the Servicer, shall withdraw from the Reserve Account, and pay
to or at the direction of the Seller, an amount equal to such 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 Class A
Invested Amount is paid in full to the Class A Certificateholders, (iii) the
Transfer Date immediately preceding the first Special Payment Date and (iv)
the Transfer Date immediately preceding the Class A Expected Final Payment
Date, the Trustee, acting in accordance with the instructions of the Servicer,
after the prior payment of all amounts owing the Class A 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 Seller, 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. Interest Rate Protection Agreements. (a) The Seller
may determine from time to time, in its sole discretion, to obtain one or more
Interest Rate Protection Agreements with respect to Series 1999-1. 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 1999-1
Certificateholders by directing the Trustee to accept an assignment of such
Interest Rate Protection Agreement and the Trust 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
<PAGE>
thereunder (which payments shall be determined in accordance with the Interest
Rate Protection Agreement). Any Interest Rate Protection Agreement may be
terminated by the Seller or assigned by the Trust to or at the direction of
the Seller at any time at the Seller's election and in its sole discretion.
The Seller may assign to the Trust at any time in its sole discretion any
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 Seller may assign to the Trust pursuant to this
Section 4.10 any Interest Rate Protection Agreement that obligates the Trust
to make any payments pursuant thereto if the conditions specified in Section
9.06 have been satisfied with respect thereto. The Seller 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 1999-1 Certificateholders
Section 5.01. Distributions. (a) On each Payment Date, the Paying
Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class A Certificateholder's pro rata share of the amounts that are
allocated and available on such Payment Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Special Payment Date (on or prior to the Class B
Principal Commencement Date) and on the Class A
<PAGE>
Expected Final Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata
share of the amounts on deposit in the Principal Funding Account (or otherwise
held by the Paying Agent) and that are allocated and available on such date to
pay principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Invested Amount on such
date (unless there has been an optional repurchase of the Series 1999-1
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation shall not apply).
(c) On each Payment Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are allocated and available on such Payment
Date to pay interest on the Class B Certificates pursuant to this Supplement.
(d) On each Special Payment Date (on or after the Class B Principal
Commencement Date), and on the Class B Expected Final Payment Date, the Paying
Agent shall distribute to each Class B Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class B Certificateholder's pro rata share of the amounts on deposit in
the Principal Funding Account (or otherwise held by the Paying Agent) and that
are allocated and available on such da to pay principal of the Class B
Certificates pursuant to this Supplement up to a maximum amount on any such
date equal to the Class B Invested Amount on such date (unless there has been
an optional repurchase of the Series 1999-1 Certificateholders' Interest
pursuant to Section 10.01 of the Agreement, in which event the foregoing
limitation shall not apply).
(e) 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.
(f) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution,
<PAGE>
distributions to Class A Certificateholders and Class B Certificateholders
hereunder shall be made by check mailed to each Class A Certificateholder and
Class B Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Class A
Certificate or Class B Certificate or the making of any notation thereon;
provided, however, that with respect to Class A Certificates and Class B
Certificates registered in the name of a Clearing Agency, such distributions
shall be made to such Clearing Agency in immediately available funds.
(g) 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.
(h) Distributions to the Class D Holder hereunder shall be made to
or at the direction of the Seller in its capacity as the Class D Holder.
Section 5.02. Reports and Statements. (a) On each Distribution Date,
the Paying Agent, on behalf of the Trustee, shall forward to each Series
1999-1 Certificateholder 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 1999-1 Certificateholder or
any Certificate Owner with respect to Series 1999-1 by a request in writing to
the Servicer.
(d) On or before January 31 of each calendar year, beginning with
calendar year 2000, the Paying Agent, on behalf of the Trustee, shall furnish
or cause to be
<PAGE>
furnished to each Person who at any time during the preceding calendar year
was a Series 1999-1 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 s Person was a Series 1999-1 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
Additional Pay Out Events
Section 6.01. Additional Pay Out Event. The occurrence of the
following events (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 1999-1 Certificateholders, be deemed
to be a Pay Out Event solely with respect to Series 1999-1:
(a) 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 (as determined by the Servicer on any Determination
Date); or
(b) the Class A Invested Amount shall not be paid in full on the
Class A Expected Final Payment Date or the Class B Invested Amount shall
not be paid in full on the Class B Expected Final Payment Date.
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
<PAGE>
Amount, the Seller shall have the option to purchase the Series 1999-1
Certificateholders' Interest, at a purchase price equal to (i) if such day is
a Distribution Date, the 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 Seller shall give the Servicer and the Trustee at least 30
days prior written notice of the date on which the Seller intends to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such
Distribution Date the Seller 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 1999-1 shall be reduced to zero and
the Series 1999-1 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 November 2008
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 la 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 Seller 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
<PAGE>
Series 1999-1 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 Receivabl and
the amount of such proceeds that are allocable to Principal Receivables.
During the period from the November 2008 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 the Seller with respect to Series 1999-1 in
connection with a reassignment of Receivables pursuant to Section 2.06 of the
Agreement shall equal the Reassignment Amount for the first Distribution Date
following the Monthly Period in which the reassignment obligation arises under
the Agreement.
(ii) The amount to be paid by the Seller with respect to Series
1999-1 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
sum of (I) the excess, if any, of (A) a price equivalent to the average of
bids quoted on the Record Date preceding the date of repurchase 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 Class A Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class A Certificates and
rated by each Rating Agency in the rating category originally assigned to the
Class A Certificates over (B) the portion of the Reassignment Amount
attributable to the Class A Certificates and (II) the excess, if any, of (A) a
price equivalent to the average of bids quoted on the Record Date preceding
the date of repurchase 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 Class B
Certificates with a remaining maturity approximately equal to the remaining
maturity of the Class B Certificates and rated by each Rating Agency in the
rating category originally assigned to the Class B Certificates over (B) the
portion of the Reassignment Amount attributable to the Class B Certificates.
(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 1999-1
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 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 Class A Invested Amount on
such Distribution Date shall be distributed to the Paying Agent for payment to
the Class A Certificateholders and (y) an amount equal to the sum of (A) Class
A Monthly Interest for such Distribution Date, (B) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (C) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional
Interest previously due but not distributed to the Class A Certificateholders
on any prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders, (ii) (x) the Class B Invested
Amount on such Distribution Date shall be distributed to the Paying Agent for
payment to the Class B Certificateholders and (y) an amount equal to the sum
of (A) Class B Monthly Interest and Class B Subordinated Monthly Interest for
such Distribution Date, (B) any Class B Monthly Interest and any Class B
Subordinated Monthly Interest previously due but not distributed to the Class
B Certificateholders on a prior Distribution Date and (C) the amount of Class
B Additional Interest and Class B Subordinated Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest and any Class B
Subordinated Additional Interest previously due but not distributed to the
Class B Certificateholders on any prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class B
<PAGE>
Certificateholders, (iii) (x) the Collateral Invested Amount on such
Distribution Date shall be distributed to the Collateral Interest Holder and
(y) an amount equal to the sum of (A) Collateral Monthly Interest for such
Distribution Date, (B) any Collateral Monthly Interest previously due but not
distributed to the Collateral Interest Holder on a prior Distribution Date,
(C) the amount of Collateral Additional Interest, if any, for such
Distribution Date and any Collateral Additional Interest previously due but
not distributed to the Collateral Interest Holder on any prior Distribution
Date and (D) 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 (iv) the
balance, if any, shall be distributed to the Class D Holder. Notwithstanding
anything to the contrary contained in this Supplement or the Agreement, the
amount of any excess determined pursuant to paragraph (a)(ii)(y)(I) shall be
distributed to the Class A Certificateholders and the amount of any excess
determined pursuant to paragraph (a)(ii)(y)(II) shall be distributed to the
Class B 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, the Collateral
Interest Holder and the Class D Holder pursuant to Section 8.01(b) for payment
to the Series 1999-1 Certificateholders shall be deemed distributed in full to
the Series 1999-1 Certificateholders on the date on which such funds are
distributed to the Paying Agent, the Collateral Interest Holder and the Class
D Holder pursuant to this Section and shall deemed to be a final distribution
pursuant to Section 12.02 of the Agreement.
<PAGE>
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 such Distribution Date) (i)
deduct an amount equal to the Class A 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 Class A 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,
(ii) deduct an amount equal to the Class B 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 Class B Certificateholders, 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, (iii) 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 clauses (a)(i) and (a)(ii) of this sentence and (iv) deduct an
amount equal to the Class D 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 Class D Holder, provided that
the amount of such distribution shall not exceed (x) the product of the
portion of the Insolvency Proceeds
<PAGE>
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 clauses (a)(i), (a)(ii) and
(a)(iii) 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,
the Collateral Interest Holder and the Class D Holder pursuant to the
preceding sentence, the excess shall be allocated to the Seller's Interest and
shall be released to the Seller 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 (w)
Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional
Interest previously due but not distributed to the Class A 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 Class A 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 and (ii) deduct an amount equal to the sum of (w)
Class B Monthly Interest and Class B Subordinated Monthly Interest for such
Distribution Date, (x) any Class B Monthly Interest and any Class B
Subordinated Monthly Interest previously due but not distributed to the Class
B Certificateholders on a prior Distribution Date and (y) the amount of Class
B Additional Interest and Class B Subordinated Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest and any Class B
Subordinated Additional Interest previously due but not distributed to the
Class B 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
<PAGE>
the Paying Agent for payment to the Class B Certificateholders, provided that
the amount of such distribution shall not exceed (x) the product of the
portion of the Insolvency Proceeds allocated to Collections of Finance Charge
Receivables and the Floating Allocation Percentage with respect to the related
Monthly Period minus (y) the amount distributed to the Paying Agent pursuant
to clause (b)(i) of this sentence. 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, the Collateral
Interest Holder and the Class D Holder pursuant to this Section for payment to
the Series 1999-1 Certificateholders shall be distributed in full to the
Series 1999-1 Certificateholders on the date on which funds are distributed to
the Paying Agent, the Collateral Interest Holder and the Class D Holder
pursuant to this Section and shall be deemed to b 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 1999-1 Certificates shall be deemed to have disapproved a
liquidation of the Receivables following an Insolvency Event with respect to
the Seller.
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.
<PAGE>
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 1999-1.
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 and the Class D Invested Amount are zero (including any
determination of whether a representation or warranty made therein is correct
or whether the 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 1999-1 Certificateholders but subject to the conditions
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 Seller under Section 4.05(a)(xvi).
Section 9.07. Other Amendments. Notwithstanding anything to the
contrary in the Agreement or this Supplement, any amendment to this Supplement
to change the Required Collateral Invested Amount or the Required Class D
Invested Amount such that the Required Enhancement Amount is not reduced shall
be deemed conclusively not to affect adversely in any material respect the
interests of any
<PAGE>
Class A Certificateholder and Class B Certificateholder, so long as the Rating
Agency Condition shall hav been satisfied with respect to such amendment, and
such amendment may be entered into without the consent of any of the Class A
Certificateholders and Class B Certificateholders.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
<PAGE>
IN WITNESS WHEREOF, the Seller, 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.
PROVIDIAN NATIONAL BANK,
Seller and Servicer,
by
-------------------------
Name: Gwinneth C. Berexa
Title: Vice President
BANKERS TRUST COMPANY, Trustee,
by
-------------------------
Name:
Title:
<PAGE>
1
EXHIBIT A-1
REGISTERED $__________*
No. R- CUSIP No. [ ]
[Unless this Class A 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.]
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS A ASSET BACKED CERTIFICATE
Series 1999-1
Each $1,000 minimum denomination represents a 1/500,000 undivided
interest in certain assets of the
PROVIDIAN 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
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
Providian National Bank,
any Additional Sellers or any affiliate thereof)
- ------------------------
*Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
<PAGE>
2
This certifies that (the "Class A Certifi
cateholder") is the registered owner of 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 1999-1 Supplement dated as of June
1, 1999 (as amended and supplemented, the "Series Supplement"), between
Providian National Bank, a national banking association, as Seller and
Servicer, and Bankers Trust Company, a New York banking corporation, as
trustee (the "Trustee"). The Trust will also issue $65,705,000 of 6.80% Class
B Asset Backed Certificates, Series 1999-1, $52,884,000 of Collateral
Interest, Series 1999-1 and $22,436,642 of Class D Interest, Series 1999-1,
which will be subordinated to the Class A Certificates as described in the
Series Supplement. The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the revolving credit card 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 1999-1 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 Class A 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 Class A 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
<PAGE>
3
time to time, the Class A Certificateholder by virtue of the acceptance
hereof assents and is bound. It is the intent of the Sellers and the Series
1999-1 Certificateholders that, for Federal, state and local income and
franchise tax purposes only, the Series 1999-1 Certificates will qualify as
indebtedness of the Sellers secured by the Receivables. The Class A
Certificateholder, by the acceptance of this Class A Certificate, agrees to
treat this Class A Certificate for Federal, state and local income and
franchise tax purposes as indebtedness of the Sellers.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less
than the unpaid principal balance of the Class A Certificates. The final
principal payment with respect to the Class A Certificates is scheduled to be
made on the June 2004 Distribution Date, but the final principal payment with
respect to the Class A 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 Class A Accumulation Period there are not sufficient
funds to pay the Class A Controlled Accumulation Amount, then to the extent
that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Accumulation Period to make up for such shortfalls, the
final payment of principal of the Class A Certificates will occur later than
the June 2004 Distribution Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A 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 Class A Certificate
to be duly executed.
PROVIDIAN NATIONAL BANK,
By
-------------------------
Name:
Title:
Dated: , 199
<PAGE>
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A 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>
5
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS A ASSET BACKED CERTIFICATE
Series 1999-1
Summary of Terms and Conditions
This Class A Certificate is one of a Series of Certificates entitled
Providian Master Trust, Asset Backed Certificates, Series 1999-1 (the "Series
1999-1 Certificates"), and one of a Class thereof entitled Floating Rate Class
A Asset Backed Certificates, Series 1999-1 (the "Class A Certificates"), each
of which represents a fractional undivided interest in certain assets of the
Trust. 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 Class A Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Invested Amount at such time. The Class A Initial
Invested Amount is $500,000,000. In addition to the Class A Certificates, the
6.80% Class B Asset Backed Certificates, Series 1999-1, the Collateral
Interest, Series 1999-1, the Class D Interest, Series 1999-1 and other Series
of Investor Certificates previously issued by the Trust, a Seller's
Certificate has been issued to the Seller pursuant to the Agreement which
represents the Seller's Interest.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the 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
Class A Certificateholder of record on the last business day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro
rata share of such amounts on deposit in the Collection Account and the
Principal Funding Account as are payable to the Class A Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with
respect to this Class A Certificate will be made by the Paying Agent by check
mailed to the address of the Class A Certificateholder of record appearing in
the Certificate Register without the
<PAGE>
6
presentation or surrender of this Class A Certificate or the making of
any notation thereon (except for the final distribution in respect of this
Class A Certificate) except that with respect to Class A 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 Class A Certificate will be made only upon
presentation and surrender of this Class A Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Class A 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 1999-1 Certificateholders' Interest
in the Trust. The repurchase price of the Class A 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 Amount consisting of amounts payable to the Class B
Certificateholders or the Collateral Interest Holder. Following the deposit of
such repurchase price in the Collection Account, the Class A
Certificateholders will not have any interest in the Receivables and the Class
A Certificates will represent only the right to receive such repurchase price.
This Class A Certificate does not represent an obligation of, or an
interest in, the Seller, 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 Class A 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 Seller, 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
<PAGE>
7
issuance of a Supplemental Certificate) by the Servicer, the Seller 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 pur pose
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 total amount of Series
Enhancement available for the benefit of a Series without the consent of each
affected Investor 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 Class A Certificates are issuable only in minimum denominations
of $1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A 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 Class A Certificateholder or such
Class A Certificateholder's attorney-in-fact, and duly authorized in writing
with such signature guaranteed, and thereupon one or more new Class A
Certificates of authorized denominations and for the same aggregate 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, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested
<PAGE>
8
by the Class A Certificateholder surrendering such Class A Certificates.
No service charge may be imposed for any such exchange but the Servicer or
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Class A 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 CLASS A 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>
9
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>
1
EXHIBIT A-2
REGISTERED $__________*
No. R- CUSIP No. [ ]
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).
[Unless this Class B 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.]
PROVIDIAN MASTER TRUST
6.80% CLASS B ASSET BACKED CERTIFICATE
Series 1999-1
Each $1,000 minimum denomination represents a 1/65,705 undivided interest
in certain assets of the
PROVIDIAN 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
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
Providian National Bank,
any Additional Sellers or any affiliate thereof)
- ------------------------
*Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
<PAGE>
2
This certifies that (the "Class B Certifi cateholder") is
the registered owner of 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 1999-1 Supplement dated as of June 1, 1999 (as
amended and supplemented, the "Series Supplement"), between Providian National
Bank, a national banking association, as Seller and Servicer, and Bankers
Trust Company, a New York banking corporation, as trustee (the "Trustee"). The
Trust will also issue $500,000,000 of Floating Rate Class A Asset Backed
Certificates, Series 1999-1, which will be senior to the Class B Certificates
and $52,884,000 of Collateral Interest, Series 1999-1 and $22,436,642 of Class
D Interest, Series 1999-1 (the "Class D Interest"), which will be subordinated
to the Class B Certificates, all as described in the Series Supplement. The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"Receivables") existing in the revolving credit card 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 1999-1 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 Class B 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
<PAGE>
3
terms used herein have the meanings ascribed to them in the Agreement or
the Series Supplement, as applicable.
This Class B 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 Class B Certificateholder by virtue of the acceptance
hereof assents and is bound. It is the intent of the Sellers and the Series
1999-1 Certificateholders that, for Federal, state and local income and
franchise tax purposes only, the Series 1999-1 Certificates will qualify as
indebtedness of the Sellers secured by the Receivables. The Class B
Certificateholder, by the acceptance of this Class B Certificate, agrees to
treat this Class B Certificate for Federal, state and local income and
franchise tax purposes as indebtedness of the Sellers.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less
than the unpaid principal balance of the Class B Certificates. The final
principal payment with respect to the Class B Certificates is scheduled to be
made on the August 2004 Distribution Date, but the final principal payment
with respect to the Class B Certificates may be paid earlier or later under
certain circumstances described in the Agreement and the Series Supplement.
Principal payments with respect to the Class B Certificates will not commence
until the Class A Invested Amount is paid in full.
The Class B Certificates may not be acquired by or for the account
of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to Section 406 of the Employee Retirement
Income Security Act of 1974 or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986 or an entity whose underlying assets include
plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they
are not Benefit Plans.
<PAGE>
4
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B 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 Class B Certificate
to be duly executed.
PROVIDIAN NATIONAL BANK,
By
-------------------------
Name:
Title:
Dated: , 199
<PAGE>
5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B 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>
6
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS B ASSET BACKED CERTIFICATE
Series 1999-1
Summary of Terms and Conditions
This Class B Certificate is one of a Series of Certificates entitled
Providian Master Trust, Asset Backed Certificates, Series 1999-1 (the "Series
1999-1 Certificates"), and one of a Class thereof entitled 6.80% Class B Asset
Backed Certificates, Series 1999-1 (the "Class B Certificates"), each of which
represents a fractional undivided interest in certain assets of the Trust. 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 Class B Certificates at any time in
the Principal Receivables in the Trust shall not exceed an amount equal to the
Class B Invested Amount at such time. The Class B Initial Invested Amount is
$65,705,000. In addition to the Class B Certificates, the Floating Rate Class
A Asset Backed Certificates, Series 1999-1, the Collateral Interest, Series
1999-1, the Class D Interest, Series 1999-1 and other Series of Investor
Certificates previously issued by the Trust, a Seller's Certificate has been
issued to the Seller pursuant to the Agreement which represents the Seller's
Interest.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the 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
Class B Certificateholder of record on the last business day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro
rata share of such amounts on deposit in the Collection Account
<PAGE>
7
and the Principal Funding Account as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder
of record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B 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
Class B Certificate will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class B 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 Seller
have the option to repurchase the Series 1999-1 Certificateholders' Interest
in the Trust. The repurchase price of the Class B 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 Amount consisting of amounts payable to the Class A
Certificateholders or the Collateral Interest Holder. Following the deposit of
such repurchase price in the Collection Account, the Class B
Certificateholders will not have any interest in the Receivables and the Class
B Certificates will represent only the right to receive such repurchase price.
This Class B Certificate does not represent an obligation of, or an
interest in, the Seller, 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 Class B 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.
<PAGE>
8
The Agreement or any Supplement may, subject to certain conditions,
be amended by the Seller, 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 Seller 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 pur pose 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 total
amount of Series Enhancement available for the benefit of a Series without the
consent of each affected Investor 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 Class B Certificates are issuable only in minimum denominations
of $1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any
<PAGE>
9
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 Class B
Certificateholder or such Class B Certificateholder's attorney-in-fact, and
duly authorized in writing with such signature guaranteed, and thereupon one
or more new Class B 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, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Class B 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 CLASS B 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>
10
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
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 1999-1
---------------------------------------------
The undersigned, a duly authorized representative of Providian
National Bank ("PNB"), as Servicer pursuant to the Pooling and Servicing
Agreement dated as of June 1, 1993 (as amended and supplemented, the
"Agreement"), between 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 1999-1 Supplement dated as
of June 1, 1999 between 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. PNB 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) Class A Monthly Interest (Section 4.05(a)(i) of the Series
Supplement)
(1) Class A Monthly Interest due on the Distribution Date..........$
(2) Class A Monthly Interest previously due but unpaid on a prior
Distribution
Date...........................................................$
(3) Class A Additional Interest due on the Distribution Date or
Class A Additional Interest previously due but unpaid on a
prior Distribution
Date...........................................................$
B) Class B Monthly Interest (Section 4.05(a)(ii) of the Series
Supplement)
(1) Class B Monthly Interest due on the Distribution
Date...........................................................$
(2) Class B Monthly Interest previously due but unpaid on a prior
Distribution Date..............................................$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(3) Class B Additional Interest due on the Distribution Date or
Class B Additional Interest previously due but unpaid on a
prior Distribution Date........................................$
C) Servicing Fee (Section 4.05(a)(iii) of the Series Supplement)
(1) Monthly Servicing Fee due on the Distribution Date with respect
to the Series 1999-1 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 1999-1
Certificates (unless such amount has been netted against
deposits to the Collection Account pursuant to Section 4.03 of
the Agreement).................................................$
D) Class A Defaulted Amount (Section 4.05(a)(iv) of the Series
Supplement)
(1) Class A 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).............$
E) Reimbursement of Class A Charge-Offs (Section 4.05(a)(v) of the
Series Supplement)
(1) Unreimbursed Class A Charge-Offs...............................$
F) Class B Subordinated Monthly Interest (Section 4.05(a)(vi) of the
Series Supplement)
(1) Class B Subordinated Monthly Interest due on the Distribution
Date...........................................................$
(2) Class B Subordinated Monthly Interest previously due but unpaid
on a prior Distribution Date...................................$
(3) Class B Subordinated Additional Interest due on the
Distribution Date or Class B Subordinated Additional Interest
previously due but unpaid on a prior Distribution
Date...........................................................$
G) Class B Defaulted Amount (Section 4.05(a)(vii) of the Series
Supplement)
(1) Class B 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).............$
H) Reimbursement of Class B Invested Amount Reductions (Section 4.05(a)
(viii) of the
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
Series Supplement)
(1) Unreimbursed reductions in the Class B Invested Amount on prior
Distribution Dates.............................................$
I) Collateral Monthly Interest (Section 4.05(a)(ix) 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........................................$
(3) Collateral Additional Interest due on the Distribution Date or
Collateral Additional Interest previously due but unpaid on a
prior Distribution Date........................................$
J) Collateral Defaulted Amount (Section 4.05(a)(x) 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).............$
K) Required Reserve Account Amount (Section 4.05(a)(xi) of the Series
Supplement)
(1) On and after the Reserve Account Funding Date, the amount by
which the Required Reserve Account Amount exceeds the Available
Reserve Account Amount.........................................$
L) Reimbursement of Collateral Invested Amount Reductions (Section 4.05
(a)(xii) of the Series Supplement)
(1) Unreimbursed reductions in the Collateral Invested Amount on
prior Distribution Dates.......................................$
M) Class D Defaulted Amount (Section 4.05(a)(xiii) of the Series
Supplement)
(1) Class D Default Amount for the Distribution Date (unless such
amount has been netted against deposits in the Collection Account
pursuant to Section 4.03 of the Agreement)..........................$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
N) Reimbursement of Class D Invested Amount Reductions (Section 4.05(a)
(xiv) of the Series Supplement)
(1) Unreimbursed reductions in the Class D Invested Amount on prior
Distribution
Dates..........................................................$
O) Other Collateral Interest Holder Payments (Section 4.05(a)(xv) of
the Series Supplement)
(1) Other amounts due the Collateral Interest Holder pursuant to
the Collateral
Agreement......................................................$
P) Additional Finance Charges (Section 4.05(a)(xvi) 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 Sections 4.05(b)
and (c) 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 Sections 4.05(b) and (c) of the Series Supplement.
A) Reallocated Class D Principal Collections (Section 4.05(b) of the
Series Supplement)
(1) Amount of Reallocated Class D Principal Collections used to
fund any deficiency in items I(A), I(B), I(C), I(D), I(G) and
I(J) on such Distribution Date.................................$
B) Reallocated Collateral Principal Collections (Section 4.05(c) of the
Series Supplement)
(1) Amount of Reallocated Collateral Principal Collections used to
fund any deficiency in items I(A), I(B), I(C), I(D) and I(G) on
such Distribution Date.........................................$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
C) Reallocated Class B Principal Collections (Section 4.05(d) of the
Series Supplement)
(1) Amount of Reallocated Class B Principal Collections used to
fund any deficiency in items I(A), I(B), I(C) and I(D) 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(e) 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(e) of the Series Supplement:
A) Collateral Monthly Principal during the Revolving Period (Section
4.05(e)(i) of the Series Supplement)
(1) Collateral Monthly Principal, if any, for such Distribution
Date...........................................................$
B) Shared Principal Collections during the Revolving Period (Section
4.05(e)(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 Seller.............$
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(f) 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(f) of the Series Supplement:
A) Class A Monthly Principal (Section 4.05(f)(i) of the Series
Supplement)
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(1) Class A Monthly Principal to be deposited in the Principal
Funding Account on the Distribution Date.......................$
B) Class B Monthly Principal (Section 4.05(f)(ii) of the Series
Supplement)
(1) Class B Monthly Principal to be deposited in the Principal
Funding Account on the Distribution Date.......................$
C) Collateral Monthly Principal (Section 4.05(f)(iii) of the Series
Supplement)
(1) Collateral Monthly Principal, if any, for such Distribution
Date...........................................................$
D) Class D Monthly Principal (Section 4.05(f)(iv) of the Series
Supplement)
(1) Class D Monthly Principal, if any, for such Distribution
Date...........................................................$
E) Shared Principal Collections (Section 4.05(f)(v) 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 Seller.............$
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 be distributed at the direction of the Seller)..........$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
VI. Instructions to make Withdrawals from the Principal Funding Account
Pursuant to Section 4.03(c) 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(c) 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(c) of the Series
Supplement:
A) Pursuant to Section 4.03(c) 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)...................................................$
VII. 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 1999-1 Certificates:
A) Monthly Interest
(1) The aggregate amount of all due but unpaid Class A Monthly
Interest.......................................................$
(2) The aggregate amount of all due but unpaid Class B Monthly
Interest.......................................................$
(3) The aggregate amount of all due but unpaid Collateral Monthly
Interest.......................................................$
(4) The aggregate amount of all due but unpaid Class D
Interest.......................................................$
B) Monthly Servicing Fee
(1) The aggregate amount of all due but unpaid Monthly Servicing
Fees with respect to the Series 1999-1 Certificates............$
C) Defaulted Amounts
(1) The aggregate amount of all unreimbursed Class A
Charge-Offs....................................................$
(2) The aggregate amount of all unreimbursed reductions in the
Class B Invested Amount........................................$
(3) The aggregate amount of all unreimbursed reductions in the
Collateral Invested Amount.....................................$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(4) The aggregate amount of all unreimbursed reductions in the
Class D Interest...............................................$
VIII. Amounts to be Applied in Accordance with the Collateral Agreement.
Pursuant to Section 3(d) of the Collateral Agreement, the Servicer
does hereby instruct the Trustee on ___________, which date is a
Distribution Date under the Agreement, to distribute the amounts
specified in I(I), I(O), III(A), IV(C) and V(B) above, plus other amounts
available under the Collateral Agreement, to the persons or accounts set
forth below.
A) Interest on the Collateral Interest (Sections 3(c) and 3(d) of the
Collateral Agreement)
(1) Interest on the Collateral Amount at the Collateral Interest
Rate for the applicable Interest Period (pursuant to Section
3(d)(i) of the Collateral Agreement)...........................$
(2) Due but unpaid interest on the Collateral Interest from prior
Distribution Dates (pursuant to Section 3(c) of the Collateral
Agreement).....................................................$
B) Amount to be deposited into the Spread Account (pursuant to Section
3(d)(ii) of the Collateral Agreement)...............................$
C) Amount payable to the Seller (pursuant to Section 3(d)(iii) of the
Collateral
Agreement)..........................................................$
D) All amounts payable to the Collateral Interest Holders from
Available Principal Funds pursuant to the Collateral Agreement
(pursuant to Section 3(f) of the Collateral Agreement)..............$
<PAGE>
----------------------
Series 1999-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of ___________.
PROVIDIAN NATIONAL BANK,
Servicer
By: _________________________________
Name:
Title:
<PAGE>
EXHIBIT C
MONTHLY STATEMENT
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 1999-1
---------------------------------------------
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1993 (as amended and supplemented, the "Agreement"), as supplemented by the
Series 1999-1 Supplement dated as of June 1, 1999 (as amended and
supplemented, the "Series Supplement"), between Providian National Bank
("PNB"), Seller and Servicer, and Bankers Trust Company, Trustee, PNB as
Servicer is required to prepare certain information each month regarding
current distributions to Class A Certificateholders, Class B
Certificateholders, Collateral Interest Holder and the Class D Interest Holder
and the performance of the Providian Master Trust (the "Trust") during the
previous month. The information which is required to be prepared for the
Series 1999-1 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 1999-1 Class A Certificates and Class B Certificates (stated
on the basis of $1,000 original certificate principal amount)
(1) The total amount distributed to Class A Certificateholders per
$1,000 original certificate principal amount...................$
(2) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to interest per $1,000 original
certificate principal amount...................................$
(3) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to principal per $1,000
original certificate principal amount..........................$
(4) The total amount distributed to Class B Certificateholders per
$1,000 original certificate principal amount...................$
(5) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to interest per $1,000 original
certificate principal amount...................................$
(6) The amount set forth in A(4) above distributed to Class B
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 1999-1
Certificates
(a) The aggregate amount of Finance Charge Receivables
collected during the Monthly Period immediately preceding
the Distribution Date.....................................$
(b) The aggregate amount of Interchange collected and
allocated to the Trust for the Monthly Period immediately
preceding the Distribution
1
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
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 1999- 1 Certificates for the Monthly Period
immediately preceding the Distribution Date.............. %
(e) The Principal Allocation Percentage with respect to the
Series 1999-1 Certificates for the Monthly Period
immediately preceding the Distribution Date.............. %
(f) The Finance Charge Receivables and Interchange collected
and allocated to the Series 1999-1 Certificates for the
Monthly Period immediately preceding the Distribution
Date..................................................... $
(g) The Principal Receivables collected and allocated to the
Series 1999- 1 Certificates for the Monthly Period
immediately preceding the Distribution
Date..................................................... $
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 1999-1 for the Monthly Period
immediately preceding the Distribution Date................... $
(a) The Finance Charge Receivables and Interchange collected
and allocated to the Series 1999-1 Certificates.......... $
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1999-1 Certificates..... $
(c) Principal Funding Account Investment Proceeds............ $
(d) Reserve Draw Amount ..................................... $
(e) Additional Finance Charges from other Series allocated to
the Series 1999-1 Certificates........................... $
(f) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection Agreements.... $
(g) Reallocated Class D Principal Collections................ $
2
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(h) Reallocated Collateral Principal Collections............. $
(i) Reallocated Class B Principal Collections................ $
(j) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 1999-1 (total of (a),
(b), (c), (d), (e), (f), (g), (h), and (i) above)........ $
(3) Available Principal Collections for Series 1999-1 for the
Monthly Period immediately preceding the Distribution Date
(a) The Principal Receivables collected and allocated to the
Series 1999-1 Certificates............................... $
(b) Shared Principal Collections from other Series allocated
to the Series 1999-1 Certificates........................ $
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement............ $
(d) Reallocated Class D Principal Collections................ $
(e) Reallocated Collateral Principal Collections............. $
(f) Reallocated Class B Principal Collections................ $
(g) Available Principal Collections for Series 1999-1 (total
of (a), (b) and (c) minus (d), (e) and (f) 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 $
3
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(5) Defaulted Amount
(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
1999-1 Certificates (the "Series 1999-1 Defaulted
Amount")................................................. $
(e) The Class A Defaulted Amount [Series 1999-1 Defaulted
Amount multiplied by the Class A Percentage]............. $
(f) The Class B Defaulted Amount [Series 1999-1 Defaulted
Amount multiplied by the Class B Percentage]............. $
(6) Class A Charge-Offs
(a) The excess, if any, of the Class A Defaulted Amount over
the sum of (i) Available Finance Charge Collections
applied to such Class A Defaulted Amount, (ii) Reallocated
Principal Collections applied to such Class A Defaulted
Amount, (iii) the amount by which the Class D Invested
Amount has been reduced in respect of such Class A
Defaulted Amount, (iv) the amount by which the Collateral
Invested Amount has been reduced in respect of such Class
A Defaulted Amount and (v) the amount by which the Class B
Invested Amount has been reduced in respect of such Class
A Defaulted Amount (a "Class A Charge-Off").............. $
(b) The amount of the Class A 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 Class A Certificateholder's
investment).............................................. $
4
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(c) The total amount reimbursed on the Distribution Date in
respect of Class A 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 Class A
Certificateholder's investment).......................... $
(e) The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount if any, as of the Distribution Date, after
giving effect to all deposits, withdrawals and
distributions on such Distribution Date.................. $
(7) Class B Charge-Offs
(a) The excess, if any, of the Class B Defaulted Amount over
the sum of (i) Available Finance Charge Collections
applied to such Class B Defaulted Amount, (ii) Reallocated
Class D Principal Collections applied to such Class B
Defaulted Amount, (iii) Reallocated Collateral Principal
Collections applied to such Class B Defaulted Amount, (iv)
the amount by which the Class D Invested Amount has been
reduced in respect of such Class B Defaulted Amount and
(v) the amount by which the Collateral Invested Amount has
been reduced in respect of such Class B Defaulted
Amount................................................... $
(b) The amount by which the Class B Invested Amount has been
reduced on the Distribution Date in respect of Reallocated
Class B Principal Collections............................ $
(c) The amount by which the Class B Invested Amount has been
reduced on the Distribution Date in respect of item 6(a)
(together with item 7(a), "Class B Charge-Offs")......... $
(d) The total amount by which the Class B Invested Amount has
been reduced on the Distribution Date as set forth in
items 7(a), (b) and (c).................................. $
(e) The amount set forth in item 7(d) above per $1,000
original certificate principal amount (which will have the
effect of reducing, pro rata, the amount of each Class B
Certificateholder's investment).......................... $
(f) The total amount reimbursed on the Distribution Date in
respect of reductions in the Class B Invested Amount on
prior Distribution
5
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
Dates........................................................ $
(g) The amount set forth in item 7(f) above per $1,000
original certificate principal amount(which will have the
effect of increasing, pro rata, the amount of each Class B
Certificateholder's
investment).............................................. $
(h) The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount if any, as of the Distribution Date, after
giving effect to all deposits, withdrawals and
distributions on such Distribution Date.................. $
(8) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount
over the sum of (i) Available Finance Charge Collections
applied to such Collateral Defaulted Amount, (ii)
Reallocated Class D Principal Collections applied to such
Collateral Defaulted Amount and (iii) the Amount by which
the Class D Invested Amount has been reduced in respect of
such Collateral Defaulted Amount......................... $
(b) The amount by which the Collateral Invested Amount has
been reduced on the Distribution Date in respect of
Reallocated Collateral Principal Collections............. $
(c) The amount by which the Collateral Invested Amount has
been reduced on the Distribution Date in respect of items
6(a) and 7(a)above....................................... $
(d) The total amount by which the Collateral Invested Amount
has been reduced on the Distribution Date as set forth in
items 8(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, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals and
distributions on the Distribution Date................... $
(9) Reductions in the Class D Interest
6
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(a) The excess, if any, of the Class D Defaulted Amount over
Available Finance Charge Collections applied to such Class
D Defaulted Amount .................................... $
(b) The amount by which the Class D Invested Amount has been
reduced on the Distribution Date in respect of Reallocated
Principal
Collections.............................................. $
(c) The amount by which the Class D Invested Amount has been
reduced on the Distribution Date in respect of items 6(a),
7(a) and 8(a) above
......................................................... $
(d) The total amount by which the Class D Invested Amount has
been reduced on the Distribution Date as set forth in
items 9(a), (b) and (c)
......................................................... $
(e) The total amount reimbursed on the Distribution Date in
respect of reductions in the Class D Invested Amount on
prior Distribution
Dates.................................................... $
(f) The amount, if any, by which the outstanding principal
balance of the Class D Interest exceeds the Class D
Invested Amount, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals and
distributions on the Distribution
Date......................................................$
(10) Investor Monthly Servicing Fee
(a) The amount of the Series 1999-1 Monthly Servicing Fee
payable to the Servicer on the Distribution
Date......................................................$
7
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(11) Class A Monthly Interest
(a) Class A Monthly Interest payable on the Distribution
Date..................................................... $
(12) Class B Monthly Interest
(a) Class B Monthly Interest payable on the Distribution
Date..................................................... $
(13) 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 ______________. (The initial funding date for the
Principal Funding Account may be modified in certain
circumstances in accordance with the terms of the Series
Supplement.)
(14) 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........................$
(15) Reserve Account
(a) The amount on deposit in the Reserve Account on the
Distribution Date, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date
and the related Transfer Date............................ $
(b) The Required Reserve Account
Amount................................................... $
8
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
C) Class A Invested Amount
(1) The Class A Initial Invested
Amount........................................................ $
(2) The Class A Invested Amount 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 Class A Invested Amount, as of such Distribution
Date, after giving effect to any adjustment in the Class A
Invested Amount on such Distribution Date, to the Class A
Initial Invested Amount). The amount of a Class A
Certificateholder's pro rata share of the Class A Invested
Amount can be determined by multiplying the original
denomination of the Class A Certificateholder's Certificate by
the Pool Factor.................................................
D) Class B Invested Amount
(1) The Class B Initial Invested Amount........................... $
(2) The Class B Invested Amount 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 Class B Invested Amount, as of such Distribution
Date, after giving effect to any adjustment in the Class B
Invested Amount on such Distribution Date, to the Class B
Initial Invested Amount). The amount of a Class B
Certificateholder's pro rata share of the Class B Invested
Amount can be determined by multiplying the original
denomination of the Class B Certificateholder's Certificate by
the Pool
Factor........................................................ %
E) Collateral Invested Amount
(1) The Collateral Initial Invested Amount.........................$
(2) The Collateral Invested Amount 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 Invested Amount on such Distribution Date................. %
9
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
F) Class D Invested Amount
(1) The Class D Initial Invested
Amount....................................................... $
(2) The Class D Invested Amount on the Distribution Date, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date........................................ $
(3) The Class D Invested Amount as a percentage of the sum of the
Invested Amount on such Distribution Date..................... %
G) 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...................................... $
H) Annualized Percentages
(1) The Gross Yield (Available Finance Charge Collections for the
Series 1999-1 Certificates for the preceding Monthly Period
(excluding payments received from Interest Rate Protection
Agreements) divided by the Invested Amount of the Series 1999-1
Certificates as of the last day of the next preceding Monthly
Period, multiplied by 12)..................................... %
(2) The Net Loss Rate (the Series 1999-1 Defaulted Amount for the
preceding Monthly Period divided by the Invested Amount of the
Series 1999-1 Certificates 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 1999-1 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
1999-1 Certificates 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 1999- 1 Certificates for the preceding Monthly
Period)....................................................... %
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
(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)................................ %
11
<PAGE>
---------------------------------------------
Series 1999-1 Monthly Statement
__________ Distribution Date
---------------------------------------------
H) Series 1999-1 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) / / %
PROVIDIAN NATIONAL BANK
Servicer
By: _________________________________
Name:
Title:
12
<PAGE>
EXHIBIT D
MONTHLY SERVICER'S CERTIFICATE
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 1999-1
---------------------------------------------
The undersigned, a duly authorized representative of Providian
National Bank ("PNB"), 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 1999-1 Supplement dated as of June
1, 1999 (the "Series Supplement"), between Providian National Bank, as Seller
and Servicer, 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. PNB 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 __th day of ____________-.
PROVIDIAN NATIONAL BANK,
Servicer
By: _________________________________
Name:
Title:
<PAGE>
1
SCHEDULE 1
Designated Dealers
------------------
Credit Suisse 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.
