Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report September 13, 1996
PBT MASTER CREDIT CARD TRUST II SERIES A
(Exact name of registrant as specified in Department of the
Treasury, Internal Revenue Service Form SS-4)
THE PRUDENTIAL BANK AND TRUST COMPANY
(Servicer of the Trust)
(Exact name as specified in Servicer's charter)
Georgia (State or other jurisiction of incorporation of
of Master Servicer)
33-47311
(Commission File Number of Registrant)
58-0513395
(IRS Employer Identification
Number of Registrant)
One Ravinia Drive, Suite 1000, Atlanta, Georgia 30346
(Address of principal executive offices of
(Zip Code)
Master Servicer)
Servicer's telephone number, including area code
770-604-7033
Page 2
Item 5. Other Events
The Prudential Bank and Trust Company ("PB&T"), as Seller and
Servicer, and Bankers Trust Company, as Trustee (the
"Trustee") has entered into an amendment and restatement as
of September 13, 1996 of the Series 1994-A Supplement, dated
August 10, 1994, between PB&T and the Trustee to the Pooling
and Servicing, dated as of August 1, 1994, between PB&T and
the Trustee.
Page 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 23, 1996
PB&T MASTER CREDIT CARD TRUST II
By: THE PRUDENTIAL BANK AND TRUST COMPANY, as Servicer
by:
Name: Richard C. Keene
Title: Vice President
Page 4
EXHIBIT INDEX
Exhibit
Number Description Page
99 Amendment and 5
Restatement, dated as of
September 13, 1996, of the
Series 1994-A Supplement,
dated August 10, 1994,
between The Prudential Bank
and Trust Company and
Bankers Trust Company, to
the Pooling and Servicing
Agreement, dated as of
August 1, 1994, between The
Prudential Bank and Trust
Company and Bankers Trust
Company.
Page 5
THE PRUDENTIAL BANK AND TRUST COMPANY
Seller and Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1994-A
Certificateholders
___________________________________
SERIES 1994-A SUPPLEMENT
Dated August 10, 1994,
as amended and restated as of
September 13, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1994
___________________________________
$450,000,000
PB&T MASTER CREDIT CARD TRUST II
Series 1994-A
TABLE OF CONTENTS
PAGE
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Conveyance of interest in Cash
Collateral Account;
Subordinated Cash Collateral Account;
Interchange and Recoveries 13
SECTION 4.Reassignment and Transfer Terms 16
SECTION 5.Delivery and Payment for the
Series 1994-A Certificates 17
SECTION 6.Depository; Form of Delivery of
Series 1994-A Certificates 17
SECTION 7.Article IV of Agreement 17
SECTION 4.06 Allocations 17
SECTION 4.07 Investor Charge-Offs
22
SECTION 4.08 Monthly Payments 23
SECTION 4.09 Payment of Certificate
Interest 27
SECTION 4.10 Payment of Certificate
Principal
27
SECTION 4.11 Establishment of the
Cash
Collateral Account 29
SECTION 4.11A Establishment of the
Subordinated Cash Collateral Account 32
SECTION 4.12 Seller's or Servicer's
Failure
to Make a Deposit or Payment 35
SECTION 4.13 Determination of LIBOR
36
SECTION 8. Article V of the Agreement 37
Section 5.01 Distributions 37
Section 5.02 Monthly
Certificateholders'
Statement 38
SECTION 9. Additional Pay Out Events 39
SECTION 10. Permitted Successor Servicer 40
SECTION 11. Consents of Cash Collateral
Provider and Subordinated Cash
Collateral Provider 40
SECTION 12. Additional Condition Relating to
Exchange 40
SECTION 13. Periodic Finance Charges and
Other Fees 40
SECTION 14. Ratification of Agreement 40
SECTION 15. Counterparts 40
SECTION 16. Third Party Beneficiary 40
SECTION 17. Certain Representations and
Warranties 41
SECTION 18. Governing Law 41
SECTION 19. Liabilities 41
EXHIBITS
EXHIBIT A Form of Series 1994-A Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to Trustee
EXHIBIT C Form of Monthly Certificateholders'
Statement
EXHIBIT D Form of Depository Agreement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and
Servicing
Agreement with respect to the Series 1994-A
Certificate
SERIES 1994-A SUPPLEMENT, dated August 10, 1994
(this "Series Supplement"), as amended and
restated as of September 13, 1996, by and
between The Prudential Bank and Trust Company, a
Georgia banking corporation, as Seller and
Servicer, and Bankers
Trust Company, a New York Banking corporation,
as Trustee under the Pooling and Servicing
Agreement
dated as of August 1, 1994 between The
Prudential
Bank and Trust Company and the Trustee (the
"Agreement").
Section 6.09 of the Agreement provides,
among other things, that the Seller and the
Trustee may at any time and from time to time
enter into a supplement to the Agreement for the
purpose of authorizing the execution by the
Seller
and delivery to the Trustee for authentication
of one or more Series of Certificates.
Pursuant to this Series Supplement,
the Seller shall create a new Series of
Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. Designation.
(a) There is hereby created a
Series of Investor Certificates to be
issued pursuant to the Agreement and this
Series Supplement to be known as the "Series
1994-A Certificates."
(b) The Series 1994-A Certificates shall
be included in Group One and shall be a
Principal
Sharing Series.
SECTION 2. Definitions. In the event
that any term or provision contained herein
shall conflict with or be inconsistent with
any provision contained in the Agreement,
the terms and provisions of this Series
Supplement shall govern. All Article,
Section or subsection references herein
shall mean Article, Section or subsections
of the Agreement, as amended or supplemented
by this Series Supplement, except as otherwise
provided herein. All capitalized terms not
otherwise defined herein and used herein are
as defined in the Agreement. Each capitalized
term defined herein shall relate only to the
Series 1994-A Certificates and no other
Series of Certificates issued by the Trust.
"Additional Spread" shall mean, as of
any date of determination, the positive
difference, if any, between the average
Portfolio Yield for the three preceding
Monthly Periods and the average of the
Base Rates for such Monthly Periods.
"Agent" shall have the meaning
specified in Section 4.11(f).
"Aggregate Investor Default Amount"
shall mean, with respect to any Monthly Period,
the sum of the Investor Default Amounts
in respect of such Monthly Period.
"Allocable Finance Charge Percentage"
shall equal the lesser of (x) the percentage
expression of a fraction the numerator of
which is the sum of all Finance Charge
Shortfalls
for each Series in Group One and the
denominator of which is the Total Available
Finance Charge Collections and (y) 100%.
"Allocable Principal Shortfall Percentage"
shall equal the lesser of (x) the percentage
expression of a fraction the numerator of
which is the sum of all Principal Shortfalls
for each Principal Sharing Series in Group
One and the denominator of which is the Total
Available Shared Principal Collections and
(y) 100%.
"Amortization Period" shall mean the
period following the Revolving Period which
shall be either the Controlled Amortization
Period or the Rapid Amortization Period.
"Available Cash Collateral Amount"
shall mean, with respect to any date of
determination, the lesser of (i) the sum of
(a) the amount on deposit in the Cash
Collateral Account (exclusive of interest
and earnings thereon and net of any investment
losses and expenses) and (b) the amount on
deposit in the Subordinated Cash Collateral
Account (exclusive of interest and earnings
thereon and net of any investment losses
and expenses) and (ii) the Required Cash
Collateral Amount.
"Available Finance Charge Percentage"
shall equal the lesser of (x) the percentage
expression of a fraction the numerator of
which is the Total Available Finance Charge
Collections and the denominator of which is
the sum of all Finance Charge Shortfalls for
each Series in Group One and (y) 100%.
"Available Principal Shortfall Percentage"
shall equal the lesser of (x) the percentage
expression of a fraction the numerator of
which is the total Available Shared Principal
Collections and the denominator of which is
the sum of all Principal Shortfalls for each
Principal Sharing Series in Group One and (y)
100%.
"Bank Collateral Account" shall have
the meaning specified in subsection 4.11(a).
"Base Collateral Amount" shall mean with
respect to any Distribution Date the lesser
Of $13,500,000 or the amount on deposit in
the Seller's Collateral Account after giving
effect to any withdrawals therefrom pursuant to
Section 4.08.
"Base Rate" shall mean, with respect
to any Monthly Period, one twelfth of the
sum of the Certificate Rate and the Series
Servicing Fee Percentage.
"Business Day" shall mean, for the purpose
of determining LIBOR, any Business Day other
than a day on which banking institutions in
London, England trading in United States
dollar deposits in the London interbank market
are authorized or obligated by law or executive
order to be closed, and for all other purposes
shall mean any day other than a Saturday,
a Sunday or a day on which banking institutions
in New York, New York, Atlanta, Georgia,
Richmond,
Virginia or Chicago, Illinois are authorized
or obligated by law or executive order to
be closed.
"Cash Collateral Account" shall have
the meaning specified in subsection 4.11(a).
"Cash Collateral Account Investments"
shall mean (a) negotiable instruments or
securities represented by instruments in bearer,
book-entry or registered form evidencing (i)
time
deposits, banker's acceptances, demand
deposits or negotiable certificates of
deposit of the Cash Collateral Depositor;
provided, that at the time of the Trust's
investment or reinvestment or contractual
commitment to invest or reinvest therein,
the certificates of deposit or short-term
deposits of the Cash Collateral Depositor
shall have a credit rating from Moody's and
Standard & Poor's of P-1 and A-1+, respectively;
or, if the Cash Collateral Depositor shall
not have such credit rating, then time
deposits or negotiable certificates of
deposit of depository institutions or trust
companies (including the Trustee) approved
by the Cash Collateral Depositor incorporated
under the laws of the United States of America
or any state thereof (or any domestic branch
of a foreign bank) and subject to supervision
and examination by federal or state banking
or depository institution authorities that
at the time of the Trust's investment,
reinvestment or contractual commitment
to invest therein, the certificates of
deposit or short-term deposits of such
depository institution or trust company
shall have such credit ratings from Moody's
and Standard & Poor's of P-1 and A-1+,
respectively; (ii) commercial paper of
the Cash Collateral Depositor (or of
another issuer approved by the Cash
Collateral Depositor if the Cash Collateral
Depositor shall not have the ratings
referred to below) having, at the time
of the Trust's investment or reinvestment
or contractual commitment to invest or
reinvest therein, a credit rating from
Moody's and Standard & Poor's of P-1 and
A-1+, respectively; or (iii) other investments
approved in writing by the Cash Collateral
Depositor and the Seller which each Rating
Agency indicates in writing will not result
in a reduction or withdrawal in its then-
current rating of the Series 1994-A Certificates
and (b) time deposits (whether or not
represented by instruments) in the name
of the Trust or the Trustee in any
depository institution or trust company
referred to in (a) above, including,
without limitation, time deposits in
the name of the Trust or the Trustee
issued by the Cash Collateral Depositor
so long as the Cash Collateral Depositor
otherwise satisfies the credit rating
requirements of such clause.
"Cash Collateral Account Surplus"
shall mean, as of any date of determination,
the amount, if any, by which the sum of the
amounts on deposit in the (a) Cash Collateral
Account and (b) the Subordinated Cash
Collateral Account exceeds the Required Cash
Collateral Amount.
"Cash Collateral Depositor" shall mean
the bank or banks which are parties to the
Loan Agreement on the Closing Date, such bank
or banks to be selected by the Seller on or
prior to the Closing Date to make the deposit
of the Initial Cash Collateral Amount in the
Cash Collateral Account on the Closing Date,
and/or any successors thereto or assignees
which shall become a party to the Loan Agreement
as provided therein.
"Certificate Interest" shall mean an
amount equal to one-twelfth of the product
of the Certificate Rate and the Investor
Interest.
"Certificate Rate" shall mean, for the
period from the Closing Date through
September 14, 1994, 4.78% per annum, and
with respect to each Interest Period thereafter,
a per annum rate equal to the lesser of
(i) .28% per annum plus LIBOR and (ii) 12%.
"Certificateholders" shall mean the holder
of record of any Certificate.
"Closing Date" shall mean August 10, 1994.
"Collection Transfer Date" shall mean a
Transfer Date so long as (a) the Servicer
has and maintains a certificate of deposit
rating of P-1 by Moody's and of A-1+ by
Standard & Poor's and deposit insurance
provided by either BIF or SAIF, or
(b) the Servicer shall provide credit
support acceptable to the Rating Agency
and from an institution acceptable to the
Rating Agencies for the Servicer's
obligations to deposit Collections from
the Collection Account into the Series
Principal Account or the Series Finance
Charge Account as provided in this Supplement,
or (c) the Rating Agency shall consent,
provided that, in the case of (b) or (c),
the Rating Agency shall have received notice
of the same and shall have notified the
Servicer that implementing (b) or (c)
will not result in a reduction or
withdrawal of its then-current rating on
any Series, and otherwise shall mean any
Business Day on which Collections are
deposited in the Collection Account.
"Controlled Amortization Amount"
shall mean $37,500,000.00.
"Controlled Amortization Period"
shall mean an amortization period commencing
on February 1, 1999 and continuing to,
but not including, a Pay Out Commencement
Date or to, and including, (i) the date
of termination of the Trust pursuant to
Section 12.01 of the Agreement or (ii)
the date of termination of the Series
1994-A Certificates pursuant to Section 4.11(e).
"Controlled Distribution Amount"
shall have the meaning specified in
subsection 4.06(b)(iii).
"Current Payment Due" shall have
the meaning specified in Section 4.08.
"Default Amount" shall mean, with
respect to any Defaulted Account and any
Monthly Period, the amount of Principal
Receivables (other than Ineligible Receivables)
in such Defaulted Account on the day such
Account became a Defaulted Account minus
the amount of any Defaulted Receivables
included in any Account as to which the
Seller or the Servicer became obligated
to accept reassignment or assignment of
the Receivables in accordance with the
terms of the Agreement during such Monthly
Period; provided, however, that, if an
Insolvency Event occurs with respect to
the Seller, the amount of such Defaulted
Receivables which are subject to
reassignment to the Seller in accordance
with the terms of the Agreement shall not
be added to the sum so subtracted and, if
any of the events described in Section 10.
01(d) occur with respect to the Servicer,
the amount of such Defaulted Receivables
which are subject to reassignment or assignment
to the Servicer in accordance with the
terms of the Agreement shall
not be added
to the sum so subtracted.
"Deficiency Amount" shall have the
meaning specified in subsection 4.08(a).
"Deficit Controlled Amortization Amount"
shall initially mean zero and shall change as
provided in subsection 4.06(b)(iii).
"Economic Pay Out Distribution Date"
shall mean the Distribution Date in the month
following the month during which an Economic
Pay Out Event is deemed to have occurred.
"Economic Pay Out Event" shall have the
meaning specified in Section 9(a) of this
Supplement.
"Enhancement" shall mean the sum of (a)
the funds and securities on deposit in the
Cash Collateral Account (exclusive of interest
and earnings thereon net of losses and expenses)
and (b) the funds and securities on deposit in
the Subordinated Cash Collateral Account
(exclusive of interest and earnings thereon
net of losses and expenses), up to the Available
Cash Collateral Amount.
"Enhancement Initial Invested Amount"
shall mean the aggregate amount withdrawn
from the Cash Collateral Account with
respect to the Principal Draw Amount and
applied to the payment of principal of the
Certificates with respect to the Economic
Pay Out Distribution Date, if any, pursuant
to Section 4.10(b).
"Enhancement Invested Amount" shall mean,
when used with respect to any date, an amount
equal to (a) the Enhancement Initial Invested
Amount, minus (b) the aggregate amount of
principal payments made to the Cash Collateral
Depositor pursuant to Section 4.10 prior to such
date, minus (c) an amount equal to the amount by
which the Enhancement Invested Amount has been
reduced on all prior Distribution Dates pursuant
to Section 4.07, and plus (d) the aggregate
amount of Available Finance Charge Collections
allocated and available on all prior
Distribution Dates pursuant to Section 4.08(f)
for the purpose of reimbursing amounts deducted
pursuant to the foregoing clause (c); provided,
however, that (i) unless and until a withdrawal
is made from the Cash Collateral Account with
respect to the Principal Draw Amount, and the
proceeds thereof are applied to the payment of
principal of the Series 1994-A Certificates,
with respect to the Economic Pay Out
Distribution Date pursuant to Section 4.10(b),
the Enhancement Invested Amount shall be zero
and (ii) the Enhancement Invested Amount may not
be reduced below zero.
"Enhancement Provider" shall, unless the
context requires otherwise, mean the Cash
Collateral Depositor and the Subordinated Cash
Collateral Depositor.
"Excess Finance Charges" shall for any
Monthly Period mean the Excess Spread for such
Monthly Period less the transfers made pursuant
to subsection 4.08(g).
"Excess Spread" shall have the meaning
specified in subsection 4.08(g).
"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 sum of the Investor Interest and
the Enhancement Invested Amount, if any, as of
the last day of the immediately preceding
Monthly Period and the denominator of which is
the greater of (x) the sum of the total amount
of Principal Receivables in the Trust as of such
last day and the principal amount on deposit in
the Seller's Account as of such last day and (y)
the sum of the numerators used to calculate the
Floating Allocation Percentages for all
outstanding Series on such date of
determination; 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 Investor
Interest and the denominator of which is the
total amount of Principal Receivables in the
Trust on the Closing Date and the principal
amount on deposit in the Seller's Account as of
such date.
"Group One" shall mean Series 1994-A and
each other Series specified in the Supplement
for that Series to be included in Group One.
"Initial Cash Collateral Amount" shall mean
$56,250,000.
"Initial Investor Interest" shall mean
$450,000,000.
"Interest Period" shall mean, with respect
to any Distribution Date, the period from and
including the Distribution Date immediately
preceding such Distribution Date (or, in the
case of the first Distribution Date, from and
including the Closing Date) to but excluding
such Distribution Date.
"Investor Charge Off" shall have the
meaning specified in Section 4.07.
"Investor Default Amount" shall mean, with
respect to any Receivable in a Defaulted
Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating
Allocation Percentage for this Series on the day
such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date
of determination, an amount equal to (a) the
Initial Investor Interest, minus (b) the
aggregate amount of payments of Certificate
Principal paid to the Series 1994-A
Certificateholders pursuant to Section 4.10
prior to such date of determination, minus (c)
the excess, if any, of the aggregate amount of
Investor Charge Offs over Investor Charge Offs
reimbursed pursuant to subsection 4.08(e) prior
to such date of determination.
"Investor Percentage" with respect to
Recoveries for Series 1994-A shall be equal to
the Investor Percentage with respect to Finance
Charge Receivables for Series 1994-A.
"LIBOR" shall mean, for any Interest
Period, the London interbank offered rate for
one-month United States dollar deposits
determined by the Servicer for each Interest
Period in accordance with Section 4.13.
"LIBOR Determination Date" shall mean
September 13, 1994 for the period from September
15, 1994 through October 14, 1994, and the
second London Business Day prior to the
commencement of the third and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement
among the Seller, the Servicer, the Trustee, and
the Cash Collateral Depositor, dated as of
August 10, 1994, as amended or modified from
time to time.
"London Business Day" shall mean a day on
which dealings in deposits in United States
dollars are transacted in the London interbank
market.
"Monthly Loan Fee" shall mean the monthly
fee payable to the Cash Collateral Depositor
pursuant to Section 2.3(b) of the Loan
Agreement.
"Monthly Period" shall have the meaning
specified in the Agreement, except that the
first Monthly Period with respect to the Series
1994-A Certificates shall begin on and include
the Closing Date and shall end on and include
August 31, 1994.
"Monthly Period Finance Charge Account
Allocation" shall have the meaning specified in
Section 4.08.
"Monthly Total Percentage Allocation" shall
have the meaning specified in subsection
4.06(b)(iii).
"Pay Out Commencement Date" shall mean the
date on which a Trust Pay Out Event is deemed to
occur pursuant to Section 9.01 of the Agreement
or a Series 1994-A Pay Out Event is deemed to
occur pursuant to Section 9 of this Series
Supplement.
"Percentage Allocation" shall have the
meaning specified in subsection 4.06(b)(iii).
"Portfolio Yield" shall mean, with respect
to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which
is an amount equal to the sum of (i) an amount
equal to the product of (x) the Floating
Allocation Percentage for such Monthly Period
and (y) the amount of Collections of Finance
Charge Receivables for such Monthly Period, (ii)
to the extent not included in (i) above, the
amount with respect to Cardholder Fees allocated
to the Series 1994-A Certificates and deposited
into the Series Finance Charge Account pursuant
to Section 2.08 for such Monthly Period, (iii)
the amounts allocated to the 1994-A Certificates
and deposited into the Series Finance Charge
Account pursuant to subsection 2.04(d)(iii) for
such Monthly Period, (iv) to the extent not
included in (i) above, the amount of Interchange
deposited in the Series Finance Charge Account
and allocated to the 1994-A Certificates
pursuant to this Series Supplement and deposited
in the Series Finance Charge Account on the
Transfer Date immediately following such Monthly
Period, (v) the amount with respect to Discount
Option Receivables allocated to the Series 1994-
A Certificates and deposited into the Series
Finance Charge Account pursuant to Section 2.09
on the Transfer Date immediately following such
Monthly Period, such sum to be calculated on a
cash basis after subtracting an amount equal to
the sum of the Investor Default Amount for such
Monthly Period, and the denominator of which is
the Investor Interest and the Enhancement
Invested Amount, each as of the last day of the
preceding Monthly Period.
"Principal Allocation Percentage" shall
mean the Investor Percentage with respect to
Principal Receivables.
"Principal Draw Amount" shall mean the
meaning ascribed to such term in Section
4.10(b).
"Principal Shortfall" shall mean, for any
Series, the Series Principal Shortfall as
defined for such Series in the Supplement for
such Series.
"Rapid Amortization Period" shall mean an
Amortization Period commencing on the Pay Out
Commencement Date and ending on the earlier to
occur of (i) the payment in full to the
Certificateholders of the Invested Interest and
the payment in full to the Cash Collateral
Depositors of the Enhancement Invested Amount,
if any, or (ii) the Scheduled Series 1994-A
Termination Date.
"Rating Agency" shall mean each of Moody's
and Standard & Poor's.
"Reference Banks" shall mean four major
banks in the London interbank market selected by
the Servicer and identified in an officer's
certificate delivered to the Trustee on the
Closing Date or in any subsequent officer's
certificate delivered no later than one Business
Day prior to the then current LIBOR
Determination Date. Each Reference Bank shall
be a leading bank engaged in transactions in
Eurodollar deposits in the international
Eurocurrency market (i) with an established
place of business in London, (ii) whose
quotations appear on the Reuters Screen LIBO
Page on the LIBOR Determination Date in question
and (iii) which have been designated as such by
the Servicer and are able and willing to provide
such quotations to the Servicer on each LIBOR
Determination Date. If any Reference Bank
designated by the Servicer should be removed
from the Reuters Screen LIBO Page or in any
other way fails to meet the qualifications of a
Reference Bank, the Servicer will use its best
efforts to designate an alternative Reference
Bank.
"Required Cash Collateral Amount" shall
mean (i) on the first Transfer Date following
the Closing Date, $56,250,000, and (ii) on any
Transfer Date thereafter, the greater of (A)
18.0% of the Investor Interest and (B)
$9,000,000, provided, however, that if a Pay-Out
Event with respect to the Series 1994-A
Certificates occurs or if the Total Withdrawal
Amount on any Determination Date during an
Amortization Period is greater than zero, the
Required Cash Collateral Amount for each
Transfer Date thereafter shall equal the lesser
of (i) the Required Cash Collateral Amount on
the Transfer Date immediately preceding such
Pay-Out Event or Determination Date,
respectively, or (ii) the then outstanding
principal balance of the Series 1994-A
Certificates, provided, however, if, with
respect to any Distribution Date in a month
following the month during which an Economic Pay
Out Event is deemed to have occurred, there is a
withdrawal from the Cash Collateral Account with
respect to the Principal Draw Amount to pay
principal of the Series 1994-A Certificates
pursuant to Section 4.10(b), the Required Cash
Collateral Amount for any Distribution Date
thereafter shall be the least of (i) the
Required Cash Collateral Amount with respect to
the Distribution Date immediately preceding such
Date, (ii) $9,000,000 and (iii) the then
outstanding principal balance of the Series
1994-A Certificates, provided further, however,
that the Required Cash Collateral Amount may be
reduced without the consent of the Series 1994-A
Certificateholders, if the Seller shall have
received written notice from each Rating Agency
that such reduction will not result in the
reduction or withdrawal of the then current
rating of the Series 1994-A Certificates and
Seller shall have delivered to the Trustee a
certificate of an authorized officer to the
effect that, based on the facts known to such
officer at such time and the reasonable belief
of Seller, such reduction will not cause a Pay
Out Event to occur with respect to Series 1994-
A. In lieu of cash, alternative forms of
Enhancement may be substituted, provided, that
such alteration in the form of Enhancement will
not at the time of such alteration cause a
Ratings Effect. Nothing in this Agreement shall
obligate the Seller to alter the form of
enhancement or provide or cause to be provided
any additional Enhancement. Any amendment to
this Series Supplement which gives effect to the
preceding sentence shall for the purpose of
rendering an Opinion of Counsel pursuant to
Section 13.01 of the Agreement be considered not
to adversely affect in any material respect the
interest of any Investor Certificateholder.
"Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters
Monitor Money Rates Service (or such other page
as may replace the LIBO page on that service for
the purpose of displaying London interbank
offered quotations of major banks).
"Revolving Period" shall mean the period
from and including the Closing Date to, but not
including, the earlier of February 1, 1999 or
the Pay Out Commencement Date.
"Scheduled Series 1994-A Termination Date"
shall mean August 15, 2001.
"Seller's Collateral Account" shall have
the meaning specified in subsection 4.11(a).
"Series Account" shall mean the Series
Finance Charge Account and the Series Principal
Account.
"Series Finance Charge Account" shall mean
the Series Finance Charge Account established
and maintained by the Trustee with respect to
the Series 1994-A Certificates pursuant to
subsection 4.02(b).
"Series 1994-A" shall mean the Series of
the PB&T Master Credit Card Trust II represented
by the Series 1994-A Certificates.
"Series 1994-A Certificateholder" shall
mean the holder of record of any Series 1994-A
Certificate.
"Series 1994-A Finance Charge Shortfall"
shall equal the Monthly Period Finance Charge
Account Allocation minus the Current Payment
Due.
"Series 1994-A Principal Shortfall" shall
have the meaning specified in Section
4.06(b)(iii).
"Series 1994-A Shared Principal
Collections" shall have the meaning specified in
subsection 4.06(b)(iii).
"Series Pay Out Event" shall have the
meaning specified in Section 9 of this Series
Supplement.
"Series Principal Account" shall mean the
Series Principal Account established and
maintained by the Trustee with respect to the
Series 1994-A Certificates pursuant to
subsection 4.02(b).
"Series Servicing Fee Percentage" shall
mean 2.0%.
"Series Termination Date" shall mean the
earlier to occur of (i) the day after the
Distribution Date on which the Series 1994-A
Certificates are paid in full, or (ii) the
Scheduled Series 1994-A Termination Date.
"Subordinated Cash Collateral Account"
shall have the meaning specified in subsection
4.11A(a).
"Subordinated Cash Collateral Account
Investments" shall mean (a) negotiable
instruments or securities represented by
instruments in bearer, book-entry or registered
form evidencing (i) obligations of or fully
guaranteed by the United States of America, (ii)
time deposits, banker's acceptances, demand
deposits or negotiable certificates of deposit
of any depository institution or trust company
organized under the laws of the United States of
America or any state thereof and subject to
supervision and examination by federal or state
banking or depository institution authorities
(including the Trustee, the Cash Collateral
Depositor or an affiliate of the Subordinated
Cash Collateral Depositor) and approved by the
Subordinated Cash Collateral Depositor;
provided, that at the time of the Trust's
investment or contractual commitment to invest
therein, the time deposits, banker's
acceptances, demand deposits or negotiable
certificates of deposit of such depository
institution or trust company shall have a credit
rating from Moody's and Standard & Poor's of P-1
and A-1+, respectively; (iii) commercial paper
having, at the time of the Trust's investment or
contractual commitment to invest therein, a
rating from Moody's and Standard & Poor's of P-1
and A-1+, respectively, of an issuer approved by
the Subordinated Cash Collateral Depositor; or
(iv) other investments approved in writing by
the Subordinated Cash Collateral Depositor which
each Rating Agency indicates in writing will not
result in a reduction or withdrawal in its then-
current rating of the Series 1994-A Certificates
and (b) time deposits (whether or not
represented by instruments) in the name of the
Trust or the Trustee in any depository
institution or trust company referred to in (a)
above, including, without limitation, time
deposits in the name of the Trust or the Trustee
in the Cash Collateral Depositor or an affiliate
of the Subordinated Cash Collateral Depositor so
long as such entity otherwise satisfies the
credit rating requirements of such clause; and
(c) any other investment approved by the
Subordinated Cash Collateral Depositor if the
Rating Agency confirms in writing that such
investment will not adversely affect its then
current rating of the Investor Certificates.
"Subordinated Cash Collateral Depositor"
shall mean the bank or banks which are parties
to the Subordinated Loan Agreement and/or any
successors thereto or assignees which shall
become a party to the Subordinated Loan
Agreement as provided therein provided that
neither Seller nor any or its subsidiaries may
be a lender under such Subordinated Agreement.
"Subordinated Loan Agreement" shall mean
the agreement among the Seller, the Servicer,
the Trustee, and the Subordinated Cash
Collateral Depositor, dated as of September 13,
1996, as amended or modified from time to time.
"Subordinated Monthly Loan Fee" shall mean
the monthly fee payable to the Subordinated Cash
Collateral Depositor pursuant to Section 2.3(b)
of the Subordinated Loan Agreement.
"Total Available Finance Charge
Collections" shall mean the sum of the Excess
Finance Charges in the applicable Monthly Period
from each Series in Group One.
"Total Available Shared Principal
Collections" shall mean the sum of the amounts
available in the applicable Monthly Period from
each Series in Group One for Shared Principal
Collections.
"Total Withdrawal Amount" shall have the
meaning specified in Section 4.08.
"Unallocated Principal Collections" shall
have the meaning specified in subsection
4.06(d).
"Withdrawn Amount" shall have the meaning
specified in Section 4.08.
SECTION 3. Conveyance of Interest in Cash
Collateral Account; Subordinated Cash
Collateral Account; Interchange and Recoveries.
(a) Cash Collateral Account and
Subordinated Cash Collateral Account. The
Seller does hereby transfer, assign, set over
and otherwise convey to the Trustee for the
benefit of the Series 1994-A Certificateholders,
the Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor, as their
interests appear herein, which interest in the
case of the Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor shall be
subordinated to the interest of the Series 1994-
A Certificateholders, as provided herein, in the
Loan Agreement and the Subordinated Loan
Agreement, a security interest and lien in all
of the Seller's right, title and interest (if
any) in and to the amounts on deposit in the
Cash Collateral Account and the Subordinated
Cash Collateral Account, the Cash Collateral
Account Investments, the Subordinated Cash
Collateral Account Investments and all proceeds
thereof, as collateral security for the amounts
payable from time to time to the Series 1994-A
Certificateholders and owing to the Cash
Collateral Depositor from the Cash Collateral
Account and owing to the Subordinated Cash
Collateral Depositor from the Subordinated Cash
Collateral Account pursuant to Article IV.
(b) Acknowledgment of the Trustee. The
Trustee hereby acknowledges its acceptance, on
behalf of the Trust, of all right, title and
interest in and to the Receivables now existing
and hereafter created and all proceeds (as
defined in Section 9-306 of the UCC as in effect
in the State of Georgia) of the Receivables
(including all Recoveries and Insurance Proceeds
relating thereto) and the rights (if any) of the
Seller to the amounts on deposit in the Cash
Collateral Account and the Subordinated Cash
Collateral Account and all proceeds thereof, and
declares that it shall maintain such right,
title and interest, upon the Trust herein set
forth, for the benefit of the Series 1994-A
Certificateholders, the Cash Collateral
Depositor and the Subordinated Cash Collateral
Depositor, and, in the case of amounts on
deposit in the Collection Account, the Series
Finance Charge Account and the Cash Collateral
Account, for the benefit of the Cash Collateral
Depositor as its interest appears herein, which
interest shall be subordinate to the interests
of the Investor Certificateholders, in the case
of the Collection Account, and the Series 1994-A
Certificateholders, in the case of the Series
Finance Charge Account as provided herein, and,
in the case of amounts on deposit in the
Collection Account, the Series Finance Charge
Account and the Subordinated Cash Collateral
Account, for the benefit of the Subordinated
Cash Collateral Depositor as its interest
appears herein, which interest shall be
subordinate to the interests of the Investor
Certificateholders, in the case of the
Collection Account, and the Series 1994-A
Certificateholders, in the case of the Series
Finance Charge Account as provided herein.
The Trustee hereby acknowledges that its
acceptance, on behalf of the Trust, of all
right, title and interest of the Seller in and
to Receivables in Additional Accounts (and in
all Receivables therein thereafter created),
will be upon the trust set forth herein and in
the Agreement, and that by such acceptance the
Trustee will be deemed to have declared that it
will maintain such right, title and interest
upon the trust set forth herein and in the
Agreement, for the Certificateholders, the Cash
Collateral Depositor and the Subordinated Cash
Collateral Depositor as their interests appear
herein; provided, however, that the interest of
the Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor in such
Receivables shall be subordinated to the
interests of the Certificateholders as provided
in the Agreement and herein.
The Trustee hereby acknowledges that,
notwithstanding any other provision of the
Agreement to the contrary, the amounts on
deposit in the Collection Account and the Series
Finance Charge Account and all proceeds thereof
are held in trust for the benefit of the
Certificateholders, the Cash Collateral
Depositor and the Subordinated Cash Collateral
Depositor, as their interests appear herein,
and, in the case of the Collection Account, may
be held for the benefit of the Enhancement
Provider of another Series.
The Seller hereby acknowledges that,
notwithstanding any other provision of the
Agreement to the contrary, the Conveyance and
its conveyance pursuant to any Assignment of
Receivables in Additional Accounts of its right,
title and interest of the Seller in and to
Receivables in Additional Accounts to the Trust
for the benefit of the Certificateholders, the
Cash Collateral Depositor and the Subordinated
Cash Collateral Depositor, as their interests
appear herein, may be for the benefit of the
Enhancement Provider of another Series;
provided, however, that the interest of the Cash
Collateral Depositor and the Subordinated Cash
Collateral Depositor in such Receivables is (or,
in the case of the conveyance of Receivables in
Additional Accounts, will be) subordinated to
the interests of the Certificateholders as
provided in the Agreement.
(c) Interchange. On or prior to each
Determination Date, the Seller shall notify the
Servicer of the amount of Interchange to be
included as Collections of Finance Charge
Receivables allocable to the Series 1994-A
Certificateholders with respect to the preceding
Monthly Period, which shall be equal to the
product of (x) 1% (on an annualized basis) or,
if the Seller is not receiving 1% (on an
annualized basis) of Interchange, such lesser
percentage as Seller is receiving, (y) the
Floating Allocation Percentage as of the last
day of the prior Monthly Period and (z) the
aggregate amount of Principal Receivables as of
the last day of the prior Monthly Period. On
each Transfer Date, the Seller shall pay to the
Servicer, and the Servicer shall deposit into
the Series Finance Charge Account, in
immediately available funds, the amount of
Interchange to be so included as Collections of
Finance Charge Receivables allocable to the
Series 1994-A Certificates with respect to the
preceding Monthly Period. The Seller hereby
assigns, sets-over, conveys, pledges and grants
a security interest and lien to the Trustee for
the benefit of the Series 1994-A
Certificateholders in such Interchange and the
proceeds of such Interchange, as set forth in
this subsection 3(c). To the extent that a
Supplement for a related Series, other than
Series 1994-A, assigns, sets-over, conveys,
pledges or grants a security interest in
Interchange allocable to the Trust, all Investor
Certificates of any such Series (except as
otherwise specified in any such Supplement) and
the Series 1994-A Certificates shall rank pari
passu and be equally and ratably entitled as
provided herein to the benefits of such
Interchange without preference or priority on
account of the actual time or times of
authentication and delivery, all in accordance
with the terms and provisions of this Series
Supplement and the other related Supplements.
(d) Recoveries. The Servicer shall, as
promptly as possible after receiving any
Recoveries on Defaulted Accounts, but in no
event later than the second Business Day after
receiving any such Recoveries, if all Collection
Transfer Dates are not Transfer Dates, and
otherwise on each Transfer Date, deposit into
the Series Finance Charge Account, in
immediately available funds, an amount equal to
the product of (i) the Floating Allocation
Percentage and (ii) the amount of such
Recoveries received. The deposit made by the
Servicer into the Series Finance Charge Account
under the preceding sentence shall be considered
a Collection of Finance Charge Receivables and
shall be applied in accordance with Article IV.
(e) Authorization to Enter into Loan
Agreement. The Trustee is authorized and
directed to enter into the Loan Agreement on
behalf of the Trust and to perform the
obligations of the Trustee thereunder in
accordance with the terms thereof.
(f) Authorization to Enter into
Subordinated Loan Agreement. The Trustee is
authorized and directed to enter into the
Subordinated Loan Agreement on behalf of the
Trust and to perform the obligations of the
Trustee thereunder in accordance with the terms
thereof.
SECTION 4. Reassignment and Transfer
Terms. The Series 1994-A Certificates shall be
subject to repurchase by the Seller at its
option, in accordance with the terms specified
in subsection 12.02(a), on any Distribution Date
on or after the Distribution Date on which the
sum of the Investor Interest and the Enhancement
Invested Amount, if any, is reduced to an amount
less than or equal to 5% of the Initial Investor
Interest. The deposit required in connection
with any such repurchase shall be equal to the
Investor Interest plus accrued and unpaid
interest on the Series 1994-A Certificates
through the Record Date preceding the
Distribution Date on which the repurchase
occurs, plus the Enhancement Invested Amount, if
any.
SECTION 5. Delivery and Payment for the
Series 1994-A Certificates. The Trustee shall
deliver the Series 1994-A Certificates when
authenticated in accordance with Section 6.02.
SECTION 6. Depository; Form of Delivery of
Series 1994-A Certificates.
(a) The Series 1994-A Certificates shall
be delivered as Book-Entry Certificates as
provided in Sections 6.01 and 6.10.
(b) The Depository for Series 1994-A shall
be The Depository Trust Company, and the Series
1994-A Certificates shall be initially
registered in the name of CEDE & Co., its
nominee.
SECTION 7. Article IV of Agreement.
Sections 4.01, 4.02, 4.03, 4.04 and 4.05 of the
Agreement shall be read in their entirety as
provided in the Agreement. Article IV of the
Agreement (except for Sections 4.01, 4.02, 4.03,
4.04 and 4.05 thereof) shall read in its
entirety as follows and shall be applicable only
to the Series 1994-A Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.06 Allocations.
(a) Allocations During the Revolving
Period. During the Revolving Period, the
Servicer shall, prior to the close of business
on each Collection Transfer Date, allocate to
the Series 1994-A Certificateholders or the
Holder of the Exchangeable Seller Certificate
and pay or deposit from the Collection Account
and from the accounts, if any, established
pursuant to any other Series to which the Series
1994-A Certificateholders are entitled to
receive payments therefrom, the following
amounts as set forth below:
(i) (A) Pay to the Holder of the Exchangeable
Seller Certificate an amount equal to the
product of (1) the applicable Seller Percentage
on each related Date of Processing and (2) the
aggregate amount of Collections processed in
respect of Finance Charge Receivables on such
date, (B) so long as the Seller Interest on such
Collection Transfer Date is greater than or
equal to the Minimum Seller Interest, pay to the
Holder of the Exchangeable Seller Certificate an
amount equal to the product of (1) the
applicable Seller Percentage on such Date of
Processing and (2) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and (C)
if such Seller Interest on such Collection
Transfer Date is less than the Minimum Seller
Interest, (1) deposit into the Seller's Account
that portion of the applicable Seller Percentage
on the Date of Processing of the aggregate
amount of Collections processed as Principal
Receivables on such date as is necessary to
cause the balance of the Seller's Account after
giving effect to such deposit to be not less
than 4% of the Minimum Aggregate Principal
Receivables on such date and (2) pay the
remainder of such amount to the Holder of the
Exchangeable Seller Certificate.
(ii) Deposit in the Series Finance Charge
Account an amount equal to the product of (A)
the applicable Investor Percentage on the Date
of Processing of such Collections and (B) the
aggregate amount of Collections processed in
respect of Finance Charge Receivables on such
Date of Processing plus from the accounts, if
any, established pursuant to any other Series to
which the Series 1994-A Certificateholders are
entitled to receive payments therefrom, the
product of the Series 1994-A Finance Charge
Shortfall and the Available Finance Charge
Percentage.
(iii) Deposit in the Series Principal
Account of each principal Sharing Series in
Group One that is a Principal Sharing Series for
such Monthly Period an amount equal to the
product of (x) the product of (A) the Investor
Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of such
Collections processed in respect of Principal
Receivables on such Date of Processing (the
"Series 1994-A Shared Principal Collections")
for such Distribution Date and (y) a fraction,
the numerator of which is the product of the
Principal Shortfall for such Series and the
Allocable Principal Shortfall Percentage and the
denominator of which is the aggregate amount of
Principal Shortfalls for all Series in Group One
that are Principal Sharing Series for such
Monthly Period and any further excess shall be
paid to the Holder of the Exchangeable Seller
Certificate; provided, however, that the amount
to be paid to the Holder of the Exchangeable
Seller Certificate pursuant to this subsection
4.06(a)(iii) with respect to any Date of
Processing shall be paid to the Holder of the
Exchangeable Seller Certificate if and only to
the extent that the Seller Interest on such Date
of Processing is greater than zero (after giving
effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of
Processing and the application of payments
referred to in subsection 4.03(b)), and
otherwise shall be considered an Unallocated
Principal Collection and shall be deposited into
the Series Principal Account for treatment in
accordance with subsection 4.06(d).
(b) Allocations During the Controlled
Amortization Period. During the Controlled
Amortization Period, the Servicer shall, prior
to the close of business on each Collection
Transfer Date, allocate to the Series 1994-A
Certificateholders or the Holder of the
Exchangeable Seller Certificate and pay or
deposit from the Collection Account and from the
accounts, if any, established pursuant to any
other Series to which the Series 1994-A
Certificateholders are entitled to receive
payments therefrom, the following amounts as set
forth below:
(i) (A) Pay to the Holder of the Exchangeable
Seller Certificate an amount equal to the
product of (x) the applicable Seller Percentage
on each related Date of Processing and (y) the
aggregate amount of Collections processed in
respect of Finance Charge Receivables on such
date, (B) so long as the Seller Interest on such
Collection Transfer Date is greater than or
equal to the Minimum Seller Interest, pay to the
Holder of the Exchangeable Seller Certificate an
amount equal to the product of (x) the
applicable Seller Percentage on such Date of
Processing and (y) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and (C)
if such Seller Interest on such Collection
Transfer Date is less than the Minimum Seller
Interest, (1) deposit into the Seller's Account
that portion of the applicable Seller Percentage
on the Date of Processing of the aggregate
amount of Collections processed as Principal
Receivables on such date as is necessary to
cause the balance of the Seller's Account after
giving effect to such deposit to be not less
than 4% of the Minimum Aggregate Principal
Receivables on such date and (2) pay the
remainder of such amount to the Holder of the
Exchangeable Seller Certificate.
(ii) Deposit in the Series Finance Charge
Account an amount equal to the product of (A)
the applicable Investor Percentage on the Date
of Processing of such Collections and (B) the
aggregate amount of Collections processed in
respect of Finance Charge Receivables on such
Date of Processing plus from the accounts, if
any, established pursuant to any other Series to
which the Series 1994-A Certificateholders are
entitled to receive payments therefrom, the
product of the Series 1994-A Finance Charge
Shortfall and the Available Finance Charge
Percentage.
(iii) Deposit in the Series Principal
Account an amount, if any, equal to the product
of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the
aggregate amount of such Collections processed
in respect of Principal Receivables on such Date
of Processing (for any such Date of Processing,
a "Percentage Allocation"); provided, however,
that if the sum of such Percentage Allocation
and all preceding Percentage Allocations, if
any, with respect to the same Monthly Period
(the "Monthly Total Percentage Allocation")
exceeds the sum of the Controlled Amortization
Amount and the Deficit Controlled Amortization
Amount for such Monthly Period (the "Controlled
Distribution Amount"), then such excess (the
"Series 1994-A Shared Principal Collections")
shall not be treated as a Percentage Allocation
and an amount shall be deposited in the Series
Principal Account of each principal Sharing
Series in Group One that is a Principal Sharing
Series for such Monthly Period in an amount
equal to the product of (x) the Series 1994-A
Shared Principal Collections for such
Distribution Date and (y) a fraction, the
numerator of which is the product of the
Principal Shortfall for such Series and the
Allocable Principal Shortfall Percentage and the
denominator of which is the aggregate amount of
Principal Shortfalls for all Series in Group One
that are Principal Sharing Series for such
Monthly Period and any further excess shall be
paid to the Holder of the Exchangeable Seller
Certificate only if and to the extent that the
Seller Interest is greater than zero (after
giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date
of Processing and the application of payments
referred to in this subsection 4.06(b)) and
otherwise shall be considered an Unallocated
Principal Collection and shall be deposited into
the Series Principal Account for treatment in
accordance with subsection 4.06(d); provided
further, that if on the last day of the Monthly
Period the Monthly Total Percentage Allocation
is less than the Controlled Distribution Amount
(the "Series 1994-A Principal Shortfall"), then
the Trustee shall deposit in the Series
Principal Account an amount equal to the product
of the Series 1994-A Principal Shortfall and the
Available Principal Shortfall Percentage and the
Series 1994-A Principal Shortfall minus such
product shall be the Deficit Controlled
Amortization Amount for the next succeeding
Monthly Period and the Monthly Total Percentage
Allocation shall be deposited to the Principal
Account.
(c) Allocations During the Rapid
Amortization Period. During the Rapid
Amortization Period, the Servicer shall, prior
to the close of business on the day any
Collections are deposited in the Collection
Account, allocate to the Series 1994-A
Certificateholders and pay or deposit from the
Collection Account and from the accounts, if
any, established pursuant to any other Series to
which the Series 1994-A Certificateholders are
entitled to receive payments therefrom, the
following amounts as set forth below:
(i) (A) Pay to the Holder of the Exchangeable
Seller Certificate an amount equal to the
product of (x) the applicable Seller Percentage
on each related Date of Processing and (y) the
aggregate amount of collections processed in
respect of Finance Charge Receivables on such
date, (B) so long as the Seller Interest on such
Collection Transfer Date is greater than or
equal to the Minimum Seller Interest, pay to the
Holder of the Exchangeable Seller Certificate an
amount equal to the product of (x) the
applicable Seller Percentage on such Date of
Processing and (y) the aggregate amount of
Collections processed in respect of Principal
Receivables on such Date of Processing, and (C)
if such Seller Interest on such Collection
Transfer Date is less than the Minimum Seller
Interest, (1) deposit into the Seller's Account
that portion of the applicable Seller Percentage
on the Date of Processing of the aggregate
amount of Collections processed as Principal
Receivables on such date as is necessary to
cause the balance of the Seller's Account after
giving effect to such deposit to be not less
than 4% of the Minimum Aggregate Principal
Receivables on such date and (2) pay the
remainder of such amount to the Holder of the
Exchangeable Seller Certificate.
(ii) Deposit in the Series Finance Charge
Account an amount equal to the product of (A)
the applicable Floating Allocation Percentage on
the Date of Processing of such Collections and
(B) the aggregate amount of such Collections
processed in respect of Finance Charge
Receivables on such Date of Processing plus from
the accounts, if any, established pursuant to
any other Series to which the Series 1994-A
Certificateholders are entitled to receive
payments therefrom, the product of the Series
1994-A Finance Charge Shortfall and the
Available Finance Charge Percentage.
(iii) Deposit in the Series Principal
Account an amount equal to the product of (A)
the Investor Percentage on the Date of
Processing of such Collections and (B) the
aggregate amount of such Collections processed
in respect of Principal Receivables on such Date
of Processing; provided, however, that after the
date on which the sum of the Investor Interest
and the Enhancement Invested Amount have been
reduced to zero, the amount determined in
accordance with this subparagraph (iii) shall be
paid to the Holder of the Exchangeable Seller
Certificate if and to the extent that the Seller
Interest on such Date of Processing is greater
than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or
prior to such Date of Processing and the
application of payments referred to in
subsection 4.06(b)), and otherwise shall be
considered an Unallocated Principal Collection
and shall be allocated as a Principal Receivable
in the manner provided in Article IV excluding
any allocations to the Series 1994-A
Certificateholders.
(d) Unallocated Principal Collections.
Any Collections in respect of Principal
Receivables not allocated and paid to the Holder
of the Exchangeable Seller Certificate because
of the limitations contained in subsection
4.06(a)(iii), 4.06(b)(iii) or 4.06(c)(iii) of
the Agreement ("Unallocated Principal
Collections") shall be held in the Series
Principal Account. If, on any Business Day, (i)
there are Unallocated Principal Collections on
deposit in the Series Principal Account and (ii)
after giving effect to the inclusion in the
Trust of all Receivables created on or prior to
such Business Day, the Seller Interest exceeds
zero, the Servicer shall direct the Trustee in
writing to withdraw, and the Trustee shall in
accordance with such instructions withdraw, from
the Series Principal Account and pay to the
Holder of the Exchangeable Seller Certificate an
amount equal to the lesser of (x) the amount by
which the Seller Interest exceeds zero and (y)
the Unallocated Principal Collections on deposit
in the Series Principal Account. On each
Distribution Date with respect to the Controlled
Amortization Period, any such Unallocated
Principal Collections held in the Series
Principal Account on such Distribution Date
shall be included in the funds to be distributed
pursuant to Section 4.10 on such Distribution
Date.
SECTION 4.07 Investor Charge-Offs. If on
any Distribution Date the Total Withdrawal
Amount for such Distribution Date exceeds the
Available Cash Collateral Amount with respect to
such Distribution Date (or if, on any
Distribution Date following the payment in full
of the Investor Interest to the Series 1994-A
Certificateholders, the Investor Default Amount
exceeds the Available Finance Charge Collections
allocated and available to fund such Investor
Default Amount), the Enhancement Invested Amount
shall be reduced by the amount of such excess,
but not by more than the Investor Default Amount
for such Distribution Date. In the event that
such reduction would cause the Enhancement
Invested Amount to be a negative number, the
Enhancement Invested Amount shall be reduced to
zero, and the Investor Interest will be reduced
by the amount by which the Enhancement Invested
Amount would have been reduced below zero, but
not by more than the excess, if any, of the
Investor Default Amount for such Distribution
Date over the aggregate amount of the reduction,
if any of the Enhancement Invested Amount for
such Distribution Date pursuant to this Section
4.07 (an "Investor Charge-Off"). Investor
Charge-Offs shall thereafter be reimbursed and
the Investor Interest increased (but not by an
amount in excess of the aggregate Investor
Charge-Offs) on any Distribution Date by the
amount of Monthly Period Finance Charge Account
Allocation allocated and available for that
purpose pursuant to Section 4.08(e). Charge-
offs deducted from the Enhancement Invested
Amount pursuant to clause (c) of the definition
thereof shall thereafter be reimbursed and the
Enhancement Invested Amount increased (but not
by an amount in excess of the aggregate of such
charge-offs allocated to the Enhancement
Invested Amount) on any Distribution Date by the
amount of Available Finance Charge Collections
Allocated and available for that purpose
pursuant to Section 4.08(f).
SECTION 4.08 Monthly Payments. On each
Determination Date, the Servicer shall instruct
the Trustee in writing to withdraw, and on the
succeeding Transfer Date the Trustee acting in
accordance with such instructions shall
withdraw, the amounts required to be withdrawn
from the Series Finance Charge Account pursuant
to subsections 4.08(a), (b), (c), (d), (e), (f)
and (g). On each Determination Date, the
Servicer shall also determine the amount (the
"Total Withdrawal Amount"), if any, by which (i)
the sum of (a) Certificate Interest for the
following Transfer Date, plus (b) the Investor
Monthly Servicing Fee accrued in respect of the
preceding Monthly Period, plus (c) the Aggregate
Investor Default Amount, if any, for the
preceding Monthly Period plus (d) the sum of the
Monthly Loan Fee and the Subordinated Monthly
Loan Fee accrued in respect of the preceding
Monthly Period, if any, plus, (e) the aggregate
amount of Investor Charge Offs plus (f) the
aggregate amount by which the Enhancement
Invested Amount has been reduced pursuant to
clause (c) of the definition of "Enhancement
Invested Amount" (but not in excess of the
aggregate amount of such reductions which have
not been previously reimbursed) (collectively,
the "Current Payment Due"), exceeds (ii) the sum
of (a) Collections of Finance Charge Receivables
(other than Interchange and Receivables in
Defaulted Accounts) allocated to the Series
1994-A Certificates during the prior Monthly
Period and deposited or to be deposited in the
Series Finance Charge Account, (b) any amounts
deposited or to be deposited in the Series
Finance Charge Account for the Monthly Period
with respect to Cardholder Fees reassigned
pursuant to Section 2.08, (c) any amounts
deposited or to be deposited in the Series
Finance Charge Account for the prior Monthly
Period, with respect to Ineligible Finance
Charge Receivables reassigned pursuant to
subsection 2.04(d)(iii), (d) any amounts
deposited or to be deposited in the Series
Finance Charge Account for the prior Monthly
Period, with respect to Discount Option
Receivables reassigned pursuant to Section 2.09
of the Agreement, (e) any amounts deposited or
to be deposited in the Series Finance Charge
Account for the prior Monthly Period with
respect to Recoveries, (f) any Interchange
allocated to the Series 1994-A Certificates for
the prior Monthly Period and deposited or to be
deposited in the Finance Charge Account for the
prior Monthly Period pursuant to subsection 3(c)
(such sum, the "Monthly Period Finance Charge
Account Allocation") and (g) the product of the
Series 1994-A Finance Charge Shortfall and the
Available Finance Charge Percentage. In the
event that the Total Withdrawal Amount is
greater than zero, the Servicer shall on such
Determination Date notify the Trustee in writing
of the Total Withdrawal Amount and, on the
immediately succeeding Distribution Date, the
Trustee shall make a withdrawal from the
Subordinated Cash Collateral Account and, if the
amount of the Total Withdrawal Amount exceeds
the amount in the Subordinated Cash Collateral
Account, shall make a withdrawal from the Cash
Collateral Account equal to such excess, in the
amount of such Total Withdrawal Amount (up to
the Available Cash Collateral Amount on such
date) (such amount withdrawn, the "Withdrawn
Amount") and such amount shall be immediately
deposited into the Series Finance Charge
Account. Each such instruction and notice
required by this Section 4.08 shall be in
substantially the form of Exhibit B hereto.
Such withdrawal shall be made first from the
Subordinated Cash Collateral Account and after
depletion of amounts on deposit therein from the
Seller's Collateral Account and, after depletion
of the amounts on deposit therein, from the Bank
Collateral Account.
(a) Certificate Interest. On each Transfer
Date, the Servicer or the Trustee, acting in
accordance with instructions from the Servicer,
shall withdraw from the Series Finance Charge
Account and deposit to the Distribution Account
an amount equal to the lesser of (i) the sum of
(A) the Monthly Period Finance Charge Account
allocation, (B) the product of the Series 1994-A
Finance Charge shortfall and the Available
Finance Charge Percentage and (C) the Withdrawn
Amount, if any, and (ii) the amount on deposit
in the Series Finance Charge Account with
respect to such Monthly Period to the extent
necessary to pay (i) first, Certificate Interest
in an amount equal to the product of (A) the
actual number of days in the related Interest
Period divided by 360, (B) the Certificate Rate
and (C) the Investor Interest determined as of
the Record Date preceding such Transfer Date (or
the Initial Investor Interest in the case of the
first Interest Period); and (ii) then, an amount
equal to the amount of any unpaid Deficiency
Amounts, as defined below, plus interest on such
Deficiency Amount at a per annum rate equal to
the Certificate Rate plus 2.00%, but in no event
greater than the highest rate permitted by law.
On such Transfer Date the Trustee shall deposit
such funds into the Distribution Account. If
the amounts described in this subsection 4.08(a)
are insufficient to pay such interest in respect
of any Monthly Period, payments to the Series
1994-A Certificateholders will be reduced by the
amount of such deficiency. The amount, if any,
of such deficiency for any month shall be
referred to as the "Deficiency Amount." Interest
shall not accrue on Deficiency Amounts.
Certificate Interest shall be calculated on the
basis of a 360-day year for the actual number of
days elapsed.
(b) Servicing Fee. On each Transfer Date,
the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw
from the Series Finance Charge Account an amount
equal to the lesser of (i) the sum of (A) the
Monthly Period Finance Charge Account
Allocation, (B) the product of the Series 1994-A
Finance Charge Shortfall and the Available
Finance Charge Percentage and (C) the Withdrawn
Amount, if any, less any amounts withdrawn from
the Series Finance Charge Account pursuant to
subsection 4.08(a), and (ii) the Investor
Monthly Servicing Fee accrued in respect of the
preceding Monthly Period plus all accrued and
unpaid Investor Monthly Servicing Fees in
respect of previous Monthly Periods, and the
Trustee shall pay such amount to the Servicer.
(c) Monthly Loan Fee. On each Transfer
Date during the Rapid Amortization Period, the
Trustee, acting in accordance with instructions
of the Servicer, shall withdraw from the Series
Finance Charge Account an amount equal to the
lesser of (i) the sum of (A) the Monthly Period
Finance Charge Account Allocation, (B) the
product of the Series 1994-A Finance Charge
Shortfall and the Available Finance Charge
Percentage and (C) the Withdrawn Amount, if any,
less any amounts withdrawn from the Series
Finance Charge Account pursuant to subsections
4.08(a) and (b) and (ii) the Monthly Loan Fee
accrued in respect of the preceding Monthly
Period plus all accrued and unpaid Monthly Loan
Fees in respect of previous Monthly Periods, and
the Trustee shall pay such amount to the Cash
Collateral Depositor.
(d) Defaults. On each Transfer Date, the
Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the
Series Finance Charge Account an amount equal to
the lesser of (i) the sum of (A) the Monthly
Period Finance Charge Account Allocation, (B)
the product of the Series 1994-A Finance Charge
Shortfall and the Available Finance Charge
Percentage and (C) the Withdrawn Amount, if any,
less any amounts withdrawn from the Series
Finance Charge Account pursuant to subsections
4.08(a), (b) and (c) and (ii) the Aggregate
Investor Default Amount, if any, for the
preceding Monthly Period, and the Trustee shall
(A) during the Revolving Period, apply such
amount in accordance with subsection
4.06(a)(iii) and (B) during the Controlled
Amortization Period or the Rapid Amortization
Period, deposit such amount in accordance with
subsections 4.06(b)(iii) and 4.06(c)(iii),
respectively, in each case as if such amounts
were Collections of Principal Receivables.
(e) Reimbursement of Investor Charge Offs.
On each Transfer Date, the Trustee, acting in
accordance with instructions of the Servicer,
shall withdraw from the Series Finance Charge
Account an amount equal to the lesser of (i) the
sum of (A) the Monthly Period Finance Charge
Account Allocation, (B) the product of the
Series 194-A Finance Charge Shortfall and the
Available Finance Charge Percentage and (C) the
Withdrawn Amount, if any, less any amounts
withdrawn from the Series Finance Charge Account
pursuant to subsections 4.08(a), (b), (c) and
(d) and (ii) an amount equal to the aggregate
amount of Investor Charge Offs, if any, which
have not theretofore been reimbursed pursuant to
this subsection 4.08(d), and shall (A) during
the Revolving Period, apply such amounts in
accordance with subsection 4.06(a)(iii) and (B)
during the Controlled Amortization Period or the
Rapid Amortization Period deposit such amounts
in accordance with subsections 4.06(b)(iii) and
4.06(c)(iii), respectively, as if such amounts
were Collections of Principal Receivables. On
the date of any such reimbursement, the Investor
Interest shall be increased by the amount of
such reimbursement of Investor Charge Offs.
(f) Reimbursement of Reductions to
Enhancement Invested Amount. On each Transfer
Date, the Trustee, acting in accordance with
instructions of the Servicer, shall withdraw
from the Series Finance Charge Account an amount
equal to the lesser of (i) the sum of (A) the
Monthly Period Finance Charge Account
Allocation, (B) the product of the Series 1994-A
Finance Charge Shortfall and the Available
Finance Charge Percentage and (C) the Withdrawn
Amount, if any, less any amounts withdrawn from
the Series Finance Charge Account pursuant to
Sections 4.08(a), (b), (c), (d) and (e) and (ii)
an amount equal to the aggregate amount by which
the Enhancement Invested Amount has been reduced
pursuant to clause (c) of the definition of
"Enhancement Invested Amount" (but not in excess
of the aggregate amount of such reductions which
have not been previously reimbursed) shall be
treated as a portion of Available Principal
Collections with respect to such Distribution
Date;
(g) Transfers to the Cash Collateral
Account and the Subordinated Cash Collateral
Account. On each Transfer Date, the Trustee,
acting in accordance with instructions from the
Servicer, shall withdraw from the Series Finance
Charge Account an amount up to the Monthly
Period Finance Charge Account Allocation less
any amounts withdrawn from the Series Finance
Charge Account pursuant to subsections 4.06(a),
(b), (c), (d), (e) and (f) (such remaining
funds, the "Excess Spread"). The Trustee,
acting in accordance with the Servicer's
instructions, shall on such Transfer Date:
(i) pay to the Cash Collateral Depositor an
amount equal to that portion of interest payable
to the Cash Collateral Depositor on such
Transfer Date that has accrued at the rate
calculated in accordance with subsection
2.3(a)(i) of the Loan Agreement;
(ii) deposit in the Cash Collateral Account as
provided in the Loan Agreement an amount of
Excess Spread equal to the least of (A) the
amount of Excess Spread remaining after the
payment made pursuant to subsection 4.08(g)(i)
on such Transfer Date and (B) the excess of the
Required Cash Collateral Amount for such
Transfer Date over the amount of funds on
deposit in the Cash Collateral Account (without
giving effect to any deposit made on such date
hereunder in accordance with the Loan Agreement)
and (C) the sum of amounts withdrawn from the
Cash Collateral Account and not reimbursed
pursuant to this subsection.;
(iii) pay in accordance with Section 2.2 of
the Loan Agreement the excess, if any, of the
Excess Spread over the sum of the amount paid to
the Cash Collateral Depositor pursuant to
Section 4.08(g)(i) and the amount deposited to
the Cash Collateral Account pursuant to
subsection 4.08(g)(ii) on such Transfer Date;
(iv) pay to the Subordinated Cash Collateral
Depositor an amount of Excess Spread equal to
the lessor of (A) the amount of Excess Spread
remaining after the payments made pursuant to
subsections 4.08(g)(i)-(iii) on such Transfer
Date and (B) the sum of that portion of interest
payable to the Subordinated Cash Collateral
Depositor on such Transfer Date that has accrued
at the rate calculated in accordance with
subsection 2.3(a) of the Subordinated Loan
Agreement and that portion of the Subordinated
Monthly Loan Fee payable to the Subordinated
Cash Collateral Depositor on such Transfer Date
that has accrued at the rate calculated in
accordance with subsection 2.3(b) of the
Subordinated Loan Agreement;
(v) deposit in the Subordinated Cash Collateral
Account as provided in the Subordinated Loan
Agreement an amount of Excess Spread equal to
the lessor of (A) the amount of Excess Spread
remaining after the payments made pursuant to
subsection 4.08(g)(i)-(iv) on such Transfer Date
and (B) the excess of the Required Cash
Collateral Amount for such Transfer Date over
the sum of the amount of funds on deposit in the
Subordinated Cash Collateral Account and the
Cash Collateral Account (without giving effect
to any deposit made on such date hereunder in
accordance with the Subordinated Loan
Agreement); and
(vi) pay in accordance with Section 2.2 of the
Subordinated Loan Agreement the excess, if any,
of the Excess Spread over the sum of the amounts
paid or deposited pursuant Subsections
4.08(g)(i)-(v) on such Transfer Date.
(h) On each Transfer Date, the Trustee,
acting in accordance with instructions from the
Servicer, shall withdraw from the Series Finance
Charge Account and deposit in the Series Finance
Charge Account of each Series in Group One an
amount equal to the product of (x) the amount
deposited in such Finance Charge Account during
the Monthly Period minus any amounts withdrawn
pursuant to Subsections 4.08(a)-(g) and (y) a
fraction, the numerator of which is the product
of the Finance Charge Shortfall for such Series
in Group One for such Monthly Period and the
Allocable Finance Charge Percentage and the
denominator of which is the aggregate amount of
Finance Charge Shortfalls for all Series in
Group One.
SECTION 4.09 Payment of Certificate
Interest. On each Distribution Date, the Paying
Agent shall pay in accordance with Section 5.01
to the Series 1994-A Certificateholders from the
Distribution Account the amount deposited into
the Distribution Account pursuant to subsection
4.08(a) on the preceding Transfer Date.
SECTION 4.10 Payment of Certificate
Principal.
(a) On the Determination Date in the
calendar month following the Monthly Period in
which either the Controlled Amortization Period
or the Rapid Amortization Period commences, and
on each Determination Date thereafter, the
Servicer shall instruct the Trustee to withdraw,
and on the next succeeding Transfer Date the
Trustee shall withdraw, from the Series
Principal Account and deposit in the
Distribution Account (1) the amount deposited in
the Series Principal Account pursuant to
subsection 4.06(b)(iii), 4.06(c)(iii) or 4.06(d)
during the preceding Monthly Period (or to be
deposited in the Series Principal Account on
such Transfer Date with respect to the preceding
Monthly Period pursuant to the third paragraph
of subsection 4.03(a) of the Agreement), and (2)
the amount to be deposited in the Series
Principal Account on such Transfer Date pursuant
to subsections 4.08(d), 4.08(e) or 4.10(b);
provided, that with respect to any Transfer Date
during the Controlled Amortization Period,
Unallocated Principal Collections shall be
deposited into the Distribution Account pursuant
to subsection 4.06(d) only to the extent
necessary to insure that not less than the
Controlled Distribution Amount is deposited into
the Distribution Account on such Transfer Date,
and any excess shall be held in the Series
Principal Account and treated as Unallocated
Principal Collections on the following Transfer
Date; provided, further, for each Distribution
Date with respect to the Rapid Amortization
Period, beginning with the Distribution Date of
which the Investor Interest is paid in full, an
amount equal to the balance, if any, of such
Available Principal Collections then on deposit
in the Collection Account and the Distribution
Account related to the payments of principal, to
the extent of the Enhancement Invested Amount,
if any, shall be distributed to the Cash
Collateral Depositor for application in
accordance with the Loan Agreement; provided,
further, that with respect to the final Transfer
Date, the Trustee shall withdraw from the Series
Principal Account and deposit into the
Distribution Account an amount which is no
greater than the Investor Interest plus the
Enhancement Invested Amount as of the end of the
day of the preceding Record Date and shall pay
the remainder on deposit in the Series Principal
Account to the Holder of the Exchangeable Seller
Certificate only if and to the extent that the
Seller Interest on such Date of Processing
exceeds zero (after giving effect to the
inclusion in the Trust of all Receivables
created on or prior to such Date of Processing
and the application of payments referred to in
subsection 4.03(b)); provided, further, that if
the Seller Interest does not exceed zero on such
date, such excess shall be deposited into the
Series Principal Account for treatment as a
Principal Receivable pursuant to Article IV.
(b) Upon the occurrence of an Economic Pay
Out Event, on the Determination Date preceding
the Economic Pay Out Distribution Date, the
Servicer shall give written notice to the
Trustee, the Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor, in
substantially the form of Exhibit B, of such
event and of an amount equal to the least of (i)
the outstanding principal amount of the Series
1994-A Certificates (determined after giving
effect to any deposit or distribution to be made
pursuant to Sections 4.06 on such Economic Pay
Out Distribution Date), (ii) the difference
between (A) the amount on deposit in the Cash
Collateral Account, determined after giving
effect to any withdrawals from the Cash
Collateral Account to be made on the
Distribution Date and (B) the Base Collateral
Amount, and (iii) $42,750,000 (such amount, the
"Principal Draw Amount"). On such Economic Pay
Out Distribution Date, the Servicer shall
instruct the Trustee to withdraw the Principal
Draw Amount from the Cash Collateral Account and
deposit the same into the Series Principal
Account for payment to the Certificateholders on
the related Distribution Date in accordance with
Section 5.1.
(c) On each Distribution Date occurring
after a deposit is made pursuant to subsection
4.10(a), the Paying Agent shall pay in
accordance with Section 5.01 to the
Certificateholders from the Distribution Account
the amount deposited into the Distribution
Account pursuant to subsection 4.10 on the
related Transfer Date.
SECTION 4.11 Establishment of the Cash
Collateral Account.
(a) Cash Collateral Account. The Trustee,
for the benefit of the Series 1994-A
Certificateholders and the Cash Collateral
Depositor, as their interests appear herein,
which interest in the case of the Cash
Collateral Depositor shall be subordinated to
the interests of the Series 1994-A
Certificateholders as provided herein and in the
Loan Agreement, shall establish and maintain or
cause to be established and maintained with a
Qualified Institution, which shall be the
Trustee so long as the Trustee is a Qualified
Institution, in the name of the Trustee, on
behalf of the Series 1994-A Certificateholders
and the Cash Collateral Depositor, as their
interests appear herein, which interest in the
case of the Cash Collateral Depositor shall be
subordinated to the interests of the Series
1994-A Certificateholders as provided herein and
in the Loan Agreement, a "Seller's Collateral
Account" and a "Bank Collateral Account". The
Sellers Collateral Account and the Bank
Collateral Account are collectively referred to
as the "Cash Collateral Account" and each
account shall be a segregated trust account with
the corporate trust department of such Qualified
Institution, bearing a designation clearly
indicating that the funds deposited therein are
held for the benefit of the Series 1994-A
Certificateholders and the Cash Collateral
Depositor, as their interests appear herein,
which interest in the case of the Cash
Collateral Depositor shall be subordinated to
the interests of the Series 1994-A
Certificateholders as provided herein and in the
Loan Agreement. In the event that the Cash
Collateral Account is not maintained with the
Trustee, the Servicer shall deliver to the
Trustee, not later than the date of transfer of
the Cash Collateral Account from the Trustee, an
Officer's Certificate setting forth the
locations, title and account number of the Cash
Collateral Account. The Trustee shall possess
all right, title and interest in all funds on
deposit from time to time in the Cash Collateral
Account and in all proceeds thereof. The Cash
Collateral Account shall be under the sole
dominion and control of the Trustee for the
benefit of the Series 1994-A Certificateholders
and the Cash Collateral Depositor, as their
interests appear herein, which interest in the
case of the Cash Collateral Depositor shall be
subordinated to the interests of the Series
1994-A Certificateholders as provided herein and
in the Loan Agreement. If, at any time, to the
knowledge of a Responsible Officer of the
Trustee, the institution holding the Cash
Collateral Account ceases to be a Qualified
Institution, the Trustee shall notify the Rating
Agency and within 10 Business Days establish a
new Cash Collateral Account meeting the
conditions specified above with a Qualified
Institution acceptable to the Cash Collateral
Depositor and shall transfer any cash or any
investments to such new Cash Collateral Account.
From the date such new Cash Collateral Account
is established, it shall be the "Cash Collateral
Account." The Trustee, acting in accordance with
instructions from the Servicer, shall (i) on the
Closing Date, deposit in the Cash Collateral
Account the $56,250,000 proceeds of the advance
to be made on such date by the Cash Collateral
Depositor pursuant to the Loan Agreement, (ii)
on each Transfer Date make the deposit and make
the withdrawal in the amounts specified in
Section 4.08, and (iii) make withdrawals from
the Cash Collateral Account from time to time in
an amount up to the amount on deposit therein
(exclusive or interest and earnings thereon and
net of any investment losses and expenses) at
such time, for the purposes set forth in this
Section 4.11 and Sections 4.10 and 4.13. The
Available Cash Collateral Amount will be reduced
by the amount of each such withdrawal as
provided in the definition thereof set forth in
Section 2 hereof. The Cash Collateral Depositor
shall not be entitled to reimbursement from the
Trust assets for any withdrawals from the Cash
Collateral Account except as specifically
provided herein and in the Loan Agreement.
(b) Administration of the Cash Collateral
Account. Except as provided in Section 2.6 of
the Loan Agreement, funds on deposit in the Cash
Collateral Account shall at the written
direction of the Servicer be invested by the
Trustee in Cash Collateral Account Investments.
Funds on deposit in the Cash Collateral Account
on any Transfer Date, after giving effect to any
deposits to or withdrawals from the Cash
Collateral Account on such Transfer Date, shall
be invested to the extent practicable in such
investments that will mature so that such funds
will be available for withdrawal on or as close
as possible to, but in any event no later than,
the following Transfer Date.
The Trustee shall maintain for the benefit
of the Series 1994-A Certificateholders and the
Cash Collateral Depositor as their interests
appear herein, which interest in the case of the
Cash Collateral Depositor shall be subordinated
to the interests of the Series 1994-A
Certificateholders as provided herein and in the
Loan Agreement, possession or control of the
negotiable instruments or securities evidencing
the Cash Collateral Account Investments
described in clause (a) of the definition
thereof from the time of purchase thereof until
the time of maturity. On each Transfer Date, all
interest and earnings (net of losses and
investment expenses) earned during the preceding
Monthly Period on funds on deposit in the Cash
Collateral Account shall be withdrawn from the
Cash Collateral Account for application in
accordance with Section 2.2 of the Loan
Agreement. Subject to the restrictions set forth
above, the Servicer, or a Person designated in
writing by the Servicer of which the Trustee
shall have received written notification
thereof, shall have the authority to instruct
the Trustee with respect to the investment of
funds on deposit in the Cash Collateral Account.
In the event the Trustee is at any time
maintaining the Cash Collateral Account, any
request by the Servicer to invest funds on
deposit in the Cash Collateral Account shall be
in writing and shall certify that the requested
investment is a Cash Collateral Account
Investment which matures at or prior to the time
required hereby. For purposes of determining
the availability of funds or the balances in the
Cash Collateral Account for any reason under
this Agreement, all investment earnings on such
funds shall be deemed not to be available or on
deposit.
(c) Notice of Withdrawals. In the event
that, for any Transfer Date, the Total
Withdrawal Amount is greater than zero, the
Servicer shall give written notice to the
Trustee, in substantially the form of Exhibit B
hereto, of such Total Withdrawal Amount on the
related Determination Date.
(d) Application of Cash Collateral Account
Surplus. If the Cash Collateral Account Surplus
on any Transfer Date, after giving effect to all
deposits to and the withdrawal from the Cash
Collateral Account pursuant to Section 4.08 on
such Transfer Date, is greater than zero then
(i) during the Revolving Period, if the amount
on deposit in the Subordinated Cash Collateral
Account is equal to zero, the Trustee, acting in
accordance with the written instructions of the
Servicer, shall withdraw from the Cash
Collateral Account for application in accordance
with Section 2.2 of the Loan Agreement, an
amount equal to the Cash Collateral Account
Surplus and (ii) during the Controlled
Amortization Period or the Rapid Amortization
Period, the Trustee, acting in accordance with
the written instructions of the Servicer, shall
withdraw from the Cash Collateral Account for
application in accordance with Section 2.2 of
the Loan Agreement, an amount equal to the
product of (i) the Cash Collateral Account
Surplus and (ii) a fraction the numerator of
which is the amount on deposit in the Cash
Collateral Account (exclusive of interest and
earnings thereon and net of any investment
losses and expenses) and the denominator of
which is the sum of the amount on deposit in the
Cash Collateral Account (exclusive of interest
and earnings thereon and net of any investment
losses and expenses) and the amount on deposit
in the Subordinated Cash Collateral Account
(exclusive of interest and earnings thereon and
net of any investment losses and expenses).
(e) Termination of Series. Upon the
earlier to occur of the Business Day succeeding
(i) the termination of the Trust pursuant to
Section 12.01 of the Agreement and (ii) the
Series Termination Date, the Trustee, acting in
accordance with the written instructions of the
Servicer, after the prior payment of all amounts
owing to the Series 1994-A Certificateholders
and the Servicer and payable from the Cash
Collateral Account as provided herein, shall
withdraw from the Cash Collateral Account, the
Series Finance Charge Account and the Series
Principal Account all amounts on deposit in such
Accounts for application in accordance with
Section 2.2 of the Loan Agreement.
(f) Approvals and Consents by, and
Payments to, Cash Collateral Depositor. Any
consent, notice, approval, waiver or direction
required under this Agreement to be given, or
any remedy to be exercised hereunder, by the
Cash Collateral Depositor shall be exercised or
given (i) in accordance with the terms of the
Loan Agreement, by the party appointed to act as
agent (the "Agent") for the Cash Collateral
Depositor pursuant to the Loan Agreement or (ii)
following notice by the Cash Collateral
Depositor to the Trustee of the termination of
the Loan Agreement, by the Seller. Any amounts
to be paid to the Cash Collateral Depositor
under this Agreement shall be made to the Agent,
and the Trustee shall be wholly protected and
discharged upon making any such payment in
accordance with the written instructions, which
may be standing instructions, of the Agent.
SECTION 4.11A Establishment of the
Subordinated Cash Collateral Account.
(a) Subordinated Cash Collateral Account.
The Trustee, for the benefit of the Series 1994-
A Certificateholders and the Subordinated Cash
Collateral Depositor, as their interests appear
herein, which interest in the case of the
Subordinated Cash Collateral Depositor shall be
subordinated to the interests of the Series
1994-A Certificateholders as provided herein and
in the Subordinated Loan Agreement, shall
establish and maintain or cause to be
established and maintained with a Qualified
Institution, which shall be the Trustee so long
as the Trustee is a Qualified Institution, in
the name of the Trustee, on behalf of the Series
1994-A Certificateholders and the Subordinated
Cash Collateral Depositor, as their interests
appear herein, which interest in the case of the
Subordinated Cash Collateral Depositor shall be
subordinated to the interests of the Series
1994-A Certificateholders as provided herein and
in the Subordinated Loan Agreement, a
"Subordinated Cash Collateral Account" and such
account shall be a segregated trust account with
the corporate trust department of such Qualified
Institution, bearing a designation clearly
indicating that the funds deposited therein are
held for the benefit of the Series 1994-A
Certificateholders and the Subordinated Cash
Collateral Depositor, as their interests appear
herein, which interest in the case of the
Subordinated Cash Collateral Depositor shall be
subordinated to the interests of the Series
1994-A Certificateholders as provided herein and
in the Subordinated Loan Agreement. In the
event that the Subordinated Cash Collateral
Account is not maintained with the Trustee, the
Servicer shall deliver to the Trustee, not later
than the date of transfer of the Subordinated
Cash Collateral Account from the Trustee, an
Officer's Certificate setting forth the
locations, title and account number of the
Subordinated Cash Collateral Account. The
Trustee shall possess all right, title and
interest in all funds on deposit from time to
time in the Subordinated Cash Collateral Account
and in all proceeds thereof. The Subordinated
Cash Collateral Account shall be under the sole
dominion and control of the Trustee for the
benefit of the Series 1994-A Certificateholders
and the Subordinated Cash Collateral Depositor,
as their interests appear herein, which interest
in the case of the Subordinated Cash Collateral
Depositor shall be subordinated to the interests
of the Series 1994-A Certificateholders as
provided herein and in the Subordinated Loan
Agreement. If, at any time, to the knowledge of
a Responsible Officer of the Trustee, the
institution holding the Subordinated Cash
Collateral Account ceases to be a Qualified
Institution, the Trustee shall notify the Rating
Agency and within 10 Business Days establish a
new Subordinated Cash Collateral Account meeting
the conditions specified above with a Qualified
Institution acceptable to the Subordinated Cash
Collateral Depositor and shall transfer any cash
or any investments to such new Subordinated Cash
Collateral Account. From the date such new Cash
Collateral Account is established, it shall be
the "Subordinated Cash Collateral Account." The
Trustee, acting in accordance with instructions
from the Servicer, shall (i) on September 13,
1996, deposit in the Subordinated Cash
Collateral Account the $24,750,000 proceeds of
the advance to be made on such date by the
Subordinated Cash Collateral Depositor pursuant
to the Subordinated Loan Agreement, (ii) on each
Transfer Date make the deposit and make the
withdrawal in the amounts specified in Section
4.08, and (iii) make withdrawals from the
Subordinated Cash Collateral Account from time
to time in an amount up to the amount on deposit
therein (exclusive or interest and earnings
thereon and net of any investment losses and
expenses) at such time, for the purposes set
forth in this Section 4.11A and Sections 4.10
and 4.13. The Available Cash Collateral Amount
will be reduced by the amount of each such
withdrawal as provided in the definition thereof
set forth in Section 2 hereof. The Subordinated
Cash Collateral Depositor shall not be entitled
to reimbursement from the Trust assets for any
withdrawals from the Subordinated Cash
Collateral Account except as specifically
provided herein and in the Subordinated Loan
Agreement.
(b) Administration of the Subordinated
Cash Collateral Account. Except as provided in
Section 2.6 of the Subordinated Loan Agreement,
funds on deposit in the Subordinated Cash
Collateral Account shall at the written
direction of the Servicer be invested by the
Trustee in Subordinated Cash Collateral Account
Investments. Funds on deposit in the
Subordinated Cash Collateral Account on any
Transfer Date, after giving effect to any
deposits to or withdrawals from the Subordinated
Cash Collateral Account on such Transfer Date,
shall be invested to the extent practicable in
such investments that will mature so that such
funds will be available for withdrawal on or as
close as possible to, but in any event no later
than, the following Transfer Date.
The Trustee shall maintain for the benefit
of the Series 1994-A Certificateholders and the
Subordinated Cash Collateral Depositor as their
interests appear herein, which interest in the
case of the Subordinated Cash Collateral
Depositor shall be subordinated to the interests
of the Series 1994-A Certificateholders as
provided herein and in the Subordinated Loan
Agreement, possession or control of the
negotiable instruments or securities evidencing
the Subordinated Cash Collateral Account
Investments described in clause (a) of the
definition thereof from the time of purchase
thereof until the time of maturity. On each
Transfer Date, all interest and earnings (net of
losses and investment expenses) earned during
the preceding Monthly Period on funds on deposit
in the Subordinated Cash Collateral Account
shall be withdrawn from the Subordinated Cash
Collateral Account for application in accordance
with Section 2.2 of the Subordinated Loan
Agreement. Subject to the restrictions set forth
above, the Servicer, or a Person designated in
writing by the Servicer of which the Trustee
shall have received written notification
thereof, shall have the authority to instruct
the Trustee with respect to the investment of
funds on deposit in the Subordinated Cash
Collateral Account. In the event the Trustee is
at any time maintaining the Subordinated Cash
Collateral Account, any request by the Servicer
to invest funds on deposit in the Subordinated
Cash Collateral Account shall be in writing and
shall certify that the requested investment is a
Subordinated Cash Collateral Account Investment
which matures at or prior to the time required
hereby. For purposes of determining the
availability of funds or the balances in the
Subordinated Cash Collateral Account for any
reason under this Agreement, all investment
earnings on such funds shall be deemed not to be
available or on deposit.
(c) Application of Cash Collateral Account
Surplus. If the Cash Collateral Account Surplus
on any Transfer Date, after giving effect to all
deposits to and the withdrawal from the
Subordinated Cash Collateral Account pursuant to
Section 4.08 on such Transfer Date, is greater
than zero then (A) during the Revolving Period,
the Trustee, acting in accordance with the
written instructions of the Servicer, shall
withdraw from the Subordinated Cash Collateral
Account for application in accordance with
Section 2.2 of the Subordinated Loan Agreement,
an amount equal to the lesser of (i) the Cash
Collateral Account Surplus and (ii) the amount
on deposit in the Subordinated Cash Collateral
Account and (B) during the Controlled
Amortization Period or Rapid Amortization
Period, the Trustee, acting in accordance with
the written instructions of the Servicer, shall
withdraw from the Subordinated Cash Collateral
Account for application in accordance with
Section 2.2 of the Subordinated Loan Agreement,
an amount equal to the product of (i) the Cash
Collateral Account Surplus and (ii) a fraction
the numerator of which is the amount on deposit
in the Subordinated Cash Collateral Account
(exclusive of interest and earnings thereon and
net of any investment losses and expenses) and
the denominator of which is the sum of the
amount on deposit in the Cash Collateral Account
(exclusive of interest and earnings thereon and
net of any investment losses and expenses) and
the amount on deposit in the Subordinated Cash
Collateral Account (exclusive of interest and
earnings thereon and net of any investment
losses and expenses).
(d) Termination of Series. Upon the
earlier to occur of the Business Day succeeding
(i) the termination of the Trust pursuant to
Section 12.01 of the Agreement and (ii) the
Series Termination Date, the Trustee, acting in
accordance with the written instructions of the
Servicer, after the prior payment of all amounts
owing to the Series 1994-A Certificateholders
and the Servicer and payable from the
Subordinated Cash Collateral Account as provided
herein, shall withdraw from the Subordinated
Cash Collateral Account all amounts on deposit
in such Account for application in accordance
with Section 2.2 of the Subordinated Loan
Agreement.
(e) Approvals and Consents by, and
Payments to, Subordinated Cash Collateral
Depositor. Any consent, notice, approval,
waiver or direction required under this
Agreement to be given, or any remedy to be
exercised hereunder, by the Subordinated Cash
Collateral Depositor shall be exercised or given
by the Subordinated Cash Collateral Depositor
pursuant to the Subordinated Loan Agreement or
(ii) following notice by the Subordinated Cash
Collateral Depositor to the Trustee of the
termination of the Subordinated Loan Agreement,
by the Seller. Any amounts to be paid to the
Subordinated Cash Collateral Depositor under
this Agreement shall be made to the Subordinated
Cash Collateral Depositor, and the Trustee shall
be wholly protected and discharged upon making
any such payment in accordance with the written
instructions, which may be standing
instructions, of the Subordinated Cash
Collateral Depositor. Upon receipt by the
Trustee of notice from the Subordinated Cash
Collateral Depositor of the termination of the
Subordinated Loan Agreement, any payments to be
made to the Subordinated Loan Agreement shall be
paid to the Seller.
SECTION 4.12 Seller's or Servicer's
Failure to Make a Deposit or Payment.
(a) If to the knowledge of a Responsible
Officer of the Trustee the Servicer or the
Seller fails to make, or give instructions to
make, any payment or deposit (other than as
required by subsection 2.04(d), 2.04(e),
2.04(f), 3.03, 7.04, 8.04, 9.02, 10.02 or 12.02
of the Agreement) required to be made or given
by the Servicer or Seller, respectively, at the
time specified in the Agreement (including
applicable grace periods), the Trustee shall
make such payment or deposit from the applicable
Series Account without instruction from the
Servicer or Seller, and, if the Amounts on
deposit in the Applicable Series Account are not
sufficient to make such payment or deposit in
full, shall make a withdrawal from the
Subordinated Cash Collateral Account in an
amount equal to such deficiency and, if the
amount to be withdrawn from the Subordinated
Cash Collateral Account exceeds the amount
available to make such payment or deposit, shall
make a withdrawal from the Cash Collateral
Account equal to such deficiency and such
amounts shall be immediately deposited into the
Series Finance Charge Account in an amount equal
to the amount of such payment or deposit (for
amounts owing pursuant to Section 4.08) up to
the Available Cash Collateral Amount. The
Trustee shall be required to make any such
payment, deposit or withdrawal hereunder only to
the extent that the Trustee has sufficient
information to allow it to determine the amount
thereof; provided, however, that the Trustee
shall in all cases be deemed to have sufficient
information to determine the amount of interest
payable to the Series 1994-A Certificateholders
on each Distribution Date. The Servicer shall,
upon request of the Trustee, promptly provide
the Trustee with all information necessary to
allow the Trustee to make such payment, deposit
or withdrawal. Such funds or the proceeds of
such withdrawal shall be applied by the Trustee
in the manner in which such payment or deposit
should have been made by the Seller or the
Servicer, as the case may be.
(b) If a withdrawal is made from the Cash
Collateral Account or the Subordinated Cash
Collateral Account pursuant to subsection
4.12(a) because of a failure of the Servicer or
the Seller to make, or give instructions to
make, any payment or deposit required to be made
or given by the Servicer or the Seller from
sources other than a withdrawal from the Cash
Collateral Account or the Subordinated Cash
Collateral Account, the Servicer or the Seller,
as the case may be, shall, as appropriate, as
promptly as possible but in no event later than
five Business Days following such withdrawal,
(i) make the required payment, deposit or
transfer, or (ii) give the Trustee written
instructions to transfer the required payment or
deposit in respect of which such withdrawal from
the Cash Collateral Account or the Subordinated
Cash Collateral Account was made, to the Cash
Collateral Account or the Subordinated Cash
Collateral Account as appropriate.
SECTION 4.13 Determination of LIBOR.
(a) On each LIBOR Determination Date, the
Servicer will determine LIBOR on the basis of
quotations provided by Reference Banks as of
11:00 A.M. (London time) on such LIBOR
Determination Date as such quotations appear on
the display designated as page "LIBO" on the
Reuter Monitor Money Service (or such other page
as may replace the LIBO page on that service for
the purpose of displaying London interbank
offered rates of major banks). LIBOR as
determined by the Servicer is the arithmetic
mean of such quotations (rounded, if necessary,
to the nearest whole multiple of 0.0625% per
annum).
(b) If on any LIBOR Determination Date at
least two of the Reference Banks provide
quotations, LIBOR will be determined in
accordance with (a) above on the basis of the
offered quotations of those Reference Banks
providing such quotations.
(c) If on the LIBOR Determination Date
only one or none of the Reference Banks provides
such offered quotations, LIBOR will be:
(i) the rate per annum (rounded, as
aforesaid) that the Servicer determines to be
either (x) the arithmetic mean of the offered
quotations that leading banks in the City of New
York selected by the Servicer are quoting at or
about 11:00 A.M. London time on the relevant
LIBOR Determination Date for one month Dollar
deposits to the principal London office of each
of the Reference Banks or those of them (being
at least two in number) to which such offered
quotations are, in the opinion of the Servicer,
being so quoted or (y) in the event that the
Trustee can determine no such arithmetic mean,
the arithmetic mean of the offered quotations
that leading banks in the City of New York
selected by the Servicer are quoting at or about
11:00 A.M. London time on such LIBOR
Determination Date to leading European banks for
one month Dollar deposits; or
(ii) if the banks selected as
aforesaid by the Servicer are not quoting as
described in clause (i) above, LIBOR for such
Interest Period will be LIBOR as determined on
the previous LIBOR Determination Date.
(d) The Certificate Rate applicable to the
then current and the immediately preceding
Interest Periods may be obtained by any Investor
Certificateholder by telephoning the Trustee at
its Corporate Trust Office at 1-800-735-7777.
(e) On each LIBOR Determination Date prior
to 12:00 noon (Atlanta time), the Servicer shall
send to the Trustee by facsimile, notification
of LIBOR for the following Interest Period.
SECTION 8. Article V of the Agreement.
Article V of the Agreement shall read in its
entirety as follows and shall be applicable only
to the Series 1994-A Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions. Class A
Certificateholders. On each Distribution Date,
the Paying Agent shall distribute (in accordance
with the certificate delivered by the Servicer
to the Trustee pursuant to subsection 3.04(b))
to each Series 1994-A Certificateholder of
record on the immediately preceding Record Date
(other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution)
such Certificateholder's pro rata share (based
on the aggregate Undivided Interests represented
by Series 1994-A Certificates held by such
Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the
Series 1994-A Certificateholders pursuant to
Sections 4.07 and 4.08 by check mailed to each
Series 1994-A Certificateholder, except that
with respect to Series 1994-A Certificates
registered in the name of the nominee of a
Clearing Agency, such distribution shall be made
in immediately available funds.
SECTION 5.02 Monthly Certificateholders'
Statement.
(a) On or before each Distribution Date,
the Paying Agent shall forward to each Series
1994-A Certificateholder, each Rating Agency,
the Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor a
statement substantially in the form of Exhibit C
to this Series Supplement prepared by the
Servicer setting forth among other things the
following information (which, in the case of
subclauses (i), (ii) and (iii) below, shall be
stated on the basis of an original principal
amount of $1,000 per Series 1994-A Certificate
and, in the case of subclauses (viii) and (ix)
shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000
per Series 1994-A Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution allocable
to Certificate Principal;
(iii) the amount of such distribution
allocable to Certificate Interest;
(iv) the amount of Collections of Principal
Receivables processed during the preceding
Monthly Period and allocated in respect of the
Series 1994-A Certificates;
(v) the aggregate amount of Principal
Receivables, the Investor Interest and the
Investor Interest as a percentage of the
aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day
of the preceding Monthly Period;
(vi) the aggregate outstanding balance of
Accounts which were 31 to 60, 61 to 90, 91 to
120, 121 to 150, 151 to 180, and 181 or more
days delinquent as of the end of the day on the
last day of the preceding Monthly Period;
(vii) the Aggregate Investor Default
Amount for the preceding Monthly Period;
(viii) the aggregate amount of Investor
Charge Offs for the preceding Monthly Period;
(ix) the aggregate amount of Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding such Distribution Date;
(x) the amount of the Investor Monthly
Servicing Fee for the preceding Monthly Period;
(xi) the Available Cash Collateral Amount
and the Required Cash Collateral Amount as of
the close of business on the Transfer Date
immediately preceding such Distribution Date;
(xii) the Deficit Controlled
Amortization Amount; and
(xiii) the Pool Factor as of the
preceding Record Date.
(b) Annual Certificateholders' Tax
Statement. On or before January 31 of each
calendar year, beginning with calendar year
1995, the Trustee shall distribute to each
Person who at any time during the preceding
calendar year was a Series 1994-A
Certificateholder, a statement prepared by the
Servicer and delivered to the Trustee on or
before January 31 of each calendar year
containing the information required to be
contained in the regular monthly report to
Series 1994-A Certificateholders, as set forth
in subclauses (i), (ii) and (iii) above,
aggregated for such calendar year or the
applicable portion thereof during which such
Person was a Series 1994-A Certificateholder,
together with such other customary information
(consistent with the treatment of the
Certificates as debt) as the Trustee or the
Servicer deems necessary or desirable to enable
the Series 1994-A Certificateholders to prepare
their tax returns consistent with the treatment
of the Certificates as debt instruments. Such
obligations of the Trustee shall be deemed to
have been satisfied to the extent that
substantially comparable information shall be
provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as
from time to time in effect.
SECTION 9. Additional Pay Out Events.
(a) 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
1994-A Certificateholders, be deemed to be a Pay
Out Event solely with respect to Series 1994-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 (an "Economic Pay Out Event");
(b) The occurrence of either of the
following event shall immediately without notice
or other action on the part of the Trustee or
the Series 1994-A Certificateholders, be deemed
to be a Pay Out Event solely with respect to
Series 1994-A:
(i) the Seller shall voluntarily
grant a security interest in the Receivables; or
(ii) the Available Cash Collateral
Amount shall be less than 2% of the Initial
Investor Interest.
(c) If any representation or warranty made
by the Seller in the Agreement or this
Supplement shall prove to have been incorrect in
any material respect when made and continues to
be incorrect in any material respect for a
period of 60 days after the date on which
written notice of such failure, requiring the
same to be remedied, shall have been given to
the Seller by the Trustee, or the holders of
Certificates evidencing more than 66 2/3% of the
Investor Interest and continues to affect
materially and adversely the interest of the
Certificateholders for such period, a Pay Out
Event solely with respect to Series 1994-A shall
be deemed to have occurred; provided, however
that a Pay Out Event shall not be deemed to have
occurred hereunder if the Seller has accepted
reassignment of the related Receivable, or all
of such Receivables, if applicable, during such
period in accordance with the provisions of the
Agreement; and
(d) The occurrence of a Servicer Default
which has a material adverse affect on the
Certificateholders shall be deemed to be a Pay
Out Event solely with respect to Series 1994-A.
SECTION 10. Permitted Successor Servicer.
With respect to Series 1994-A, any financial
institution which does not qualify as a
Permitted Successor Servicer under Section 8.09
of the Agreement shall qualify as a Permitted
Successor Servicer if approved by the Cash
Collateral Depositor and the Rating Agency.
SECTION 11. Consents of Cash Collateral
Provider and Subordinated Cash Collateral
Provider. If any approval, consent or
determination of the Cash Collateral Depositor
or the Subordinated Cash Collateral Depositor is
required before any action may be taken by the
Seller or Servicer, such approval, consent or
determination shall not be unreasonably
withheld, delayed, made or conditioned.
SECTION 12. Additional Condition Relating
to Exchange. No Exchange (as provided for in
Section 6.09 of the Agreement) shall occur which
is materially adverse to the interests of this
Series.
SECTION 13. Periodic Finance Charges and
Other Fees. The Seller hereby agrees that,
except as otherwise required by any Requirement
of Law, or as is deemed by the Seller to be
necessary in order for the Seller to maintain or
expand its credit card business on a competitive
basis, based upon a good faith assessment by the
Seller, in its sole discretion, of the nature of
the competition in the credit card business on a
competitive basis, it shall not at any time
reduce the Periodic Finance Charges assessed on
any Receivable or other fees on any Account if,
as a result of such reduction, the Seller's
reasonable expectation of the Portfolio Yield as
of such date would be less than the Base Rate.
SECTION 14. Ratification of Agreement. As
supplemented by this Series Supplement, the
Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented
by this Series Supplement shall be read, taken
and construed as one and the same instrument.
SECTION 15. Counterparts. This Series
Supplement may be executed in any number of
counterparts, each of which so executed shall be
deemed to be an original, but all of such
counterparts shall together constitute but one
and the same instrument.
SECTION 16. Third Party Beneficiary; Other
Rights of Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor.
(a) The Cash Collateral Depositor and the
Subordinated Cash Collateral Depositor shall
each be deemed to be a third party beneficiary
of the Agreement of this Series Supplement.
(b) Following a sale of Receivables with
respect to Series 1994-A in accordance with
Section 12.02 of the Agreement, proceeds of such
sale in excess of the principal and interest
payable to Series 1994-A Certificateholders
shall be paid first to the Cash Collateral
Depositor for application in accordance with the
Loan Agreement and second to the Subordinated
Cash Collateral Depositor for application in
accordance with the Subordinated Loan Agreement.
SECTION 17. Certain Representations and
Warranties
(a) The representations and warranties to
be made by the Seller pursuant to Section
2.06(c)(iii)(A) shall include a representation
and warranty that no selection procedures
believed by the Seller to be materially adverse
to the interests of the Investor
Certificateholders, the Cash Collateral
Depositor or the Subordinated Cash Collateral
Depositor were utilized in selecting the
Additional Accounts from the available Eligible
Accounts in the Bank Portfolio.
(b) The Servicer shall take no action
which, nor omit to take any action the omission
of which, would substantially impair the rights
of the Certificateholders or the rights of any
Enhancement Provider in any Receivable, nor
shall it, except in accordance with the
Cardholder Guidelines, reschedule, revise or
defer payments due on any receivable.
SECTION 18. Governing Law. This Series
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 19. Liabilities. The Seller agrees
to be liable directly to the injured party for
any losses, claims, damages or liabilities,
arising out of or based on the arrangement
created by the Agreement and the actions of any
Servicer taken pursuant hereto or thereto as
though the Agreement created a partnership under
the Georgia Revised Uniform Limited Partnership
Act with the Seller as a general partner thereof
(except those losses, claims, damages or
liabilities incurred as a result of the
performance or non-performance of any of the
Receivables or the diminution in value of any
Receivable, market fluctuations or other similar
market or investment risks). The Seller also
agrees to be liable, directly to the relevant
taxing authority, for all liabilities, costs or
expenses of the Trust arising under any tax law,
including without limitation any federal, state,
local or foreign income or franchise tax or
other tax imposed or measured by income (or any
interest or penalties with respect thereto or
arising from a failure to comply therewith)
required to be paid by the Trust as though the
Agreement created a partnership under the
Georgia Revised Uniform Limited Partnership Act
with the Seller as the general partner thereof.
In the event of the appointment of a Successor
Servicer, any Successor Servicer by accepting
its appointment as Servicer shall be deemed to
have agreed to (except for the Trustee in its
capacity as Successor Servicer) indemnify and
hold harmless the Seller for any losses, claims
, damages and liabilities of the Seller arising
under this Section 19 from the actions or
omissions of such Successor Servicer. This
Section shall not require Seller or Servicer to
re-purchase any receivable other than as
provided in Sections 2.04 or 2.07 of the
Agreement.
This provision shall not be applicable at such
time that either (i) the Seller notifies the
Trustee in writing that (a) Treasury regulations
substantially in the form of Proposed Treas.
Regs. Sec. 301.7701-3, which were proposed on
May 10, 1996, have been promulgated in final
form and are substantially similar to the
proposed regulations and (b) a valid election
has been made to treat the Trust as a
partnership for federal income tax purposes or
(ii) an Opinion of Counsel has been provided to
the effect that the non-applicability of this
provision would not adversely affect the Trust's
potential status as a partnership for federal
income tax purposes.
IN WITNESS WHEREOF, the Seller, the
Servicer and the Trustee have caused this Series
1994-A Supplement to be duly executed by their
respective officers as of the day and year first
above written.
THE PRUDENTIAL BANK AND
TRUST COMPANY
Seller and Servicer
By:____________
Name: Joel L. Rosenburg
Title: Senior Vice President/ Treasurer
BANKERS TRUST
COMPANY,
Trustee
By:________________
Name: Louis Bodi
Title: Vice President
