SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): May 15, 1996
PRIME RECEIVABLES CORPORATION
(Originator of the Prime Credit Card Master Trust)
9111 Duke Boulevard
Mason, Ohio 45040-8999
(513) 573-2037
Delaware 31-1359594 0-21118
(State of (IRS I.D. No.) (Commission File
Incorporation) Number)
_________________________________________________________________
<PAGE>
Item 5. Other Events
On May 14, 1996, Prime Receivables Corporation (the
"Company") entered into the Series 1996-1 Supplement, dated as of
May 14, 1996 (the "Series 1996-1 Supplement"), to the Amended and
Restated Pooling and Servicing Agreement, dated as of December
15, 1992, among the Company, FDS National Bank, as Servicer
(successor in such capacity to Federated Department Stores,
Inc.), as Trustee (as amended and supplemented, the "Pooling and
Servicing Agreement"). A copy of the Series 1996-1 Supplement is
filed herewith as Exhibit 4.
Pursuant to the Series 1996-1 Supplement, a new series of
Certificates (the "Series 1996-1 Certificates") representing
undivided interests in the Prime Credit Card Master Trust (the
"Trust") was created. The Series 1996-1 Certificates consist of
three classes" the 6.70% Class A Asset Blacked Certificates,
Series 1996-1 (the "Class A Certificate"); the 6.85% Class B
Asset Backed Certificates, Series 1996-1 (the "Class B
Certificates,"); and the 9.00% Class C Asset Backed Certificates,
Series 1996-1 (the "Class C Certificates").
The Class A Certificates (the aggregate stated principal
amount of which is $218,000,000) and the class B Certificates
(the aggregate stated principal amount of which is $20,800,000)
were issued and sold in an underwritten public offering on May
14, 1996. A copy of the Underwriting Agreement pursuant to which
the Class A Certificates and the Class B Certificates were so
issued and sold is filed herewith as Exhibit 1. The Class C
Certificates (the aggregate principal amount of which is
$20,800,000) were issued to the Company on May 14, 1996 and, as
of the date of this report, were held by the Company. Subject to
the applicable provisions of the Pooling and Servicing Agreement,
the Class C Certificates or interests therein may hereafter be
transferred by the Company in whole or in part to other persons
or entities.
On May 15, 1996, the Servicer made available to the
Trustee a Settlement Statement relating to the period ended May
4, 1996 and to the related distributions made on May 15, 1996
(the "Settlement Statement"). A copy of the Settlement Statement
is filed herewith as Exhibit 28.60.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
The following Exhibits are filed with this Report:
1 Underwriting Agreement, dated May 1, 1996,
among the Company, Federated Department
Stores, Inc., and the Underwriters named
therein.
4 Series 1996-1 Supplement, dated as of
May 14, 1996, to Amended and Restated
Pooling and Servicing Agreement dated as
of December 15, 1992.
28.60 Settlement Statement of the Trust for the
period ended May 4, 1996 and the related
distributions made on May 15, 1996.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PRIME RECEIVABLES CORPORATION
Date: May 24, 1996 By: /s/ Steven G. Lucas
Steven G. Lucas,
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
1 Underwriting Agreement, dated May 1, 1996,
among the Company, Federated Department
Stores, Inc., and the Underwriters named
therein. . . . . . . . . . . . . . . . . . .6
4 Series 1996-1 Supplement, dated as of
May 14, 1996, to Amended and Restated
Pooling and Servicing Agreement dated as
of December 15, 1992. . . . . . . . . . . . .7
28.60 Settlement Statement of the Trust for the
period ended May 4, 1996 and the related
distributions made on May 15, 1996. . . . . .8
<PAGE>
May 1, 1996
Prime Credit Card Master Trust
$218,000,000 6.70% Class A Asset Backed Certificates,
Series 1996-1
$20,800,000 6.85% Class B Asset Backed Certificates,
Series 1996-1
PRIME RECEIVABLES CORPORATION
(TRANSFEROR)
FDS NATIONAL BANK
(SERVICER)
UNDERWRITING AGREEMENT
CS First Boston Corporation
Goldman, Sachs & Co.
As Representatives (the "Representatives")
of the Several Underwriters,
c/o CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Ladies and Gentlemen:
1. Introductory. Prime Receivables Corporation, a Delaware
corporation (the "Transferor"), proposes to cause Prime Credit
Card Master Trust (the "Trust") to issue: (i) $218,000,000 in
aggregate principal amount of 6.70% Class A Asset Backed
Certificates, Series 1996-1 (the "Class A Certificates") and (ii)
$20,800,000 in aggregate principal amount of 6.85% Class B Asset
Backed Certificates, Series 1996-1 (the "Class B Certificates,"
and together with the Class A Certificates, the "Certificates").
The Certificates are to be issued pursuant to the Pooling and
Servicing Agreement, dated as of December 15, 1992, among the
Transferor, Federated Department Stores, Inc. ("Federated") and
Chemical Bank, as Trustee (the "Trustee"), as supplemented or
amended in accordance with its terms (the "Pooling and Servicing
Agreement"), and the Series 1996-1 Supplement (the "Series Supple-
ment") to be entered into among the Transferor, FDS National Bank
("FDS"), as Servicer, and the Trustee. In addition, concurrently
with the issuance of the Certificates, the Transferor shall cause
the Trust to issue pursuant to the Pooling and Servicing Agree
ment and the Series Supplement, $20,800,000 in aggregate princi-
pal amount of Class C Asset Backed Certificates, Series 1996-1
(the "Class C Certificates", together with the Certificates, col-
lectively referred to herein as the "Investor Certificates").
Each Certificate represents a specified percentage of an
undivided interest in the Trust. The assets of the Trust will
include receivables (the "Receivables") generated from time to
time in the credit card accounts (the "Accounts") originated by
FDS and certain other subsidiaries (each, an "Originator") of
Federated Department Stores, Inc. ("Federated") and sold to the
Transferor, all monies due or to become due in respect of the
Receivables, including Receivables resulting from certain fees
billed to obligors on the Accounts, any Receivables in Accounts
added to the trust from time to time, moneys on deposit in
certain accounts of the Trust, all of the Transferor's right,
title and interest in the Receivables Purchase Agreement, and
payments made in respect of Enhancements issued with respect to
any other Series of certificates issued by the Trust pursuant to
the Pooling and Servicing Agreement, other than the Investor
Certificates (which Enhancements will not be available for the
benefit of the Certificates). To the extent not defined herein,
capitalized terms used herein have the meanings assigned in the
Pooling and Servicing Agreement.
The Transferor hereby agrees with CS First
Boston Corporation and Goldman, Sachs & Co. (the "Under
writers") as follows:
2. Representations and Warranties of the Transferor. The
Transferor represents and warrants to, and agrees with, the
Underwriters that:
(a) A registration statement on Form S-1 (No. 333-1790-01)
relating to the Certificates, including a form of prospectus, has
been filed with the Securities and Exchange Commission (the
"Commission") and either (i) has been declared effective by the
Commission and is not proposed to be amended or (ii) is proposed
to be amended by amendment or post-effective amendment. If such
registration statement (the "initial registration statement") has
been declared effective, either (i) an additional registration
statement (the "additional registration statement") relating to
the Certificates may have been filed with the Commission pursuant
to Rule 462(b) ("Rule 462(b)") under the Securities Act of 1933,
as amended (the "Act"), and, if so filed, has become effective
upon filing pursuant to such Rule and the Certificates all have
been duly registered under the Act pursuant to the initial
registration statement and, if applicable, the additional
registration statement or (ii) such an additional registration
statement is proposed to be filed with the Commission pursuant to
Rule 462(b) and will become effective upon filing pursuant to
such Rule and upon such filing the Certificates will all have
been duly registered under the Act pursuant to the initial regis-
tration statement and such additional registration statement. If
the Transferor does not propose to amend the initial registration
statement or, if an additional registration statement has been
filed and the Transferor does not propose to amend it and if any
post-effective amendment to either such registration statement
has been filed with the Commission prior to the execution and
delivery of this Agreement, the most recent amendment (if any) to
each such registration statement has been declared effective by
the Commission or has become effective upon filing pursuant to
Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the
additional registration statement, Rule 462(b). For purposes of
this Agreement, "Effective Time" with respect to the initial
registration statement or, if filed prior to the execution and
delivery of this Agreement, the additional registration statement
means (i) if the Transferor has advised the Underwriters that it
does not propose to amend such registration statement, the date
and time as of which such registration statement, or the most
recent post-effective amendment thereto (if any) filed prior to
the execution and delivery of this Agreement was declared
effective by the Commission or has become effective upon filing
pursuant to Rule 462(c) or (ii) if the Transferor has advised the
Underwriters that it proposes to file an amendment or post-effec-
tive amendment to such registration statement, the date and time
as of which such registration statement, as amended by such
amendment or post-effective amendment, as the case may be, is
declared effective by the Commission. If an additional registra-
tion statement has not been filed prior to the execution and
delivery of this Agreement but the Transferor has advised the
Underwriters that it proposes to file one, "Effective Time" with
respect to such additional registration statement means the date
and time as of which such registration statement is filed and
becomes effective pursuant to Rule 462(b). "Effective Date" with
respect to the initial registration statement or the additional
registration statement (if any) means the date of the Effective
Time thereof. The initial registration statement, as amended at
its Effective Time, including all material incorporated by refer
ence therein, including all information contained in the
additional registration statement (if any) and deemed to be a
part of the initial registration statement as of the Effective
Time of the additional registration statement pursuant to the
General Instructions of the Form on which it is filed and includ-
ing all information (if any) deemed to be a part of the initial
registration statement as of its Effective Time pursuant to Rule
430A(b) ("Rule 430A(b)") under the Act, is hereinafter referred
to as the "Initial Registration Statement." The additional
registration statement, as amended at its Effective Time,
including the contents of the initial registration statement
incorporated by reference therein and including all information
(if any) deemed to be a part of the additional registration state
ment as of its Effective Time pursuant to Rule 430A(b), is
hereinafter referred to as the "Additional Registration State
ment." The Initial Registration Statement and the Additional
Registration Statement are hereinafter referred to collectively
as the "Registration Statements" and individually as a
"Registration Statement." The form of the prospectus relating to
the Certificates, as first filed with the Commission pursuant to
and in accordance with Rule 424(b) ("Rule 424(b)") under the Act
or (if no such filing is required) as included in a Registration
Statement, including all material incorporated by reference in
such prospectus, is hereinafter referred to as the "Prospectus."
No document has been or will be prepared or distributed in
reliance on Rule 434 under the Act.
(b) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agree-
ment: (i) on the Effective Date of the Initial Registration
Statement, the Initial Registration Statement conformed in all
material respects to the requirements of the Act and the rules
and regulations of the Commission (the "Rules and Regulations")
and did not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) on
the Effective Date of the Additional Registration Statement (if
any), each Registration Statement conformed, or will conform, in
all respects to the requirements of the Act and the Rules and
Regulations and did not include, or will not include, any untrue
statement of a material fact and did not omit, or will not omit,
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and
(iii) on the date of this Agreement, the Initial Registration
Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of
this Agreement, the Additional Registration Statement each
conforms, and at the time of filing of the Prospectus pursuant to
Rule 424(b) or (if no such filing is required) at the Effective
Date of the Additional Registration Statement in which the
Prospectus is included, each Registration Statement and the Pro-
spectus conform, or will conform, in all material respects to
the requirements of the Act and the Rules and Regulations, and
neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading. If the Effective Time of
the Initial Registration Statement is subsequent to the execution
and delivery of this Agreement: on the Effective Date of the
Initial Registration Statement, the Initial Registration State
ment and the Prospectus will conform in all respects to the re-
quirements of the Act and the Rules and Regulations, and neither
of such documents will include any untrue statement of a material
fact or will omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and no Additional Registration Statement has been or
will be filed. The preceding two sentences do not apply to state
ments in or omissions from such documents based upon written
information furnished to the Transferor by the Underwriters
specifically for use therein.
(c) As of the Closing Date, (i) the representations and warran-
ties of the Transferor and FDS, as Servicer, in the Pooling and
Servicing Agreement, will be true and correct in all material
respects and (ii) the Certificates, the Pooling and Servicing
Agreement, the Series Supplement, the Receivables Purchase
Agreement, and this Underwriting Agreement will conform in all
material respects to the descriptions thereof contained in each
Registration Statement and the Prospectus.
3. Purchase, Sale, Payment and Delivery of Certificates. On
the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein
set forth, (i) the Transferor agrees to sell to CS First Boston
Corporation and Goldman, Sachs & Co. (the "Class A
Underwriters"), and the Class A Underwriters agree to purchase
from the Transferor at a purchase price of 99.628125% of the prin-
cipal amount thereof, $218,000,000 aggregate principal amount of
the Class A Certificates in the principal amounts shown on Schedule
B hereto and (ii) the Transferor agrees to sell to CS First
Boston Corporation (the "Class B Underwriter"), and the Class B
Underwriter agrees to purchase from the Transferor at a purchase
price of 99.518750% of the principal amount thereof, $20,800,000
aggregate principal amount of the Class B Certificates.
The Transferor will deliver against payment of
the purchase price the Certificates in the form of one or
more permanent global securities in definitive form (the
"Global Certificates") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and
registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent global securities will be held
only in book-entry form through DTC, except in the limit
ed circumstances described in the Prospectus. Payment
for the Certificates shall be made by the Underwriters in
Federal (same day) funds by official check or checks or
wire transfer to an account in New York previously desig-
nated to CS First Boston Corporation by the Transferor at
the office of Skadden, Arps, Slate, Meagher & Flom, 919
Third Avenue, New York, New York at 10:00 a.m. (New York
time), on May 14, 1996, or at such other time not later
than seven full business days thereafter as the Under
writers and the Transferor determine, such time being
herein referred to as the "Closing Date," against deliv-
ery to the Trustee as custodian for DTC of the Global
Certificates representing all of the Certificates. For
purposes of Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Closing
Date (if later than the otherwise applicable settlement
date) shall be the settlement date for payment of funds
and delivery of the Certificates. The Global Certifi-
cates will be made available for checking at the above
office of Skadden, Arps, Slate, Meagher & Flom no later
than 12:00 noon (New York time) on the day prior to the
Closing Date.
4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Certificates for sale
to the public (which may include selected dealers) as set forth
in the Prospectus.
5. Certain Agreements of the Transferor. The Transferor
agrees with the Underwriters that:
(a) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agree-
ment, the Transferor will file the Prospectus required to be
filed with the Commission pursuant to Rule 424(b)(l) (or, if
applicable, and if consented to by the Underwriters, pursuant to
Rule 424(b)(4)) not later than the Commission's close of business
on the second business day following the earlier of (A) the date
of determination of the offering price or (B) the date the
Prospectus is first used after effectiveness in connection with a
public offering or sales. The Transferor will advise the
Representative promptly of any such filing pursuant to Rule
424(b). If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this
Agreement and an additional registration statement is necessary
to register a portion of the Certificates under the Act but the
Effective Time thereof has not occurred as of such execution and
delivery, the Transferor will file the additional registration
statement or, if filed, will file a post-effective amendment
thereto with the Commission pursuant to and in accordance with
Rule 462(b) on or prior to 10:00 P.M., New York time, on the date
of this Agreement or, if earlier, on or prior to the time the
Prospectus is printed and distributed to any Underwriter, or will
make such filing at such later date as shall have been consented
to by the Underwriters.
(b) The Transferor will advise the Underwriters promptly of
any proposal to amend or supplement the initial or any additional
registration statement as filed or the related prospectus, or the
Initial Registration Statement, the Additional Registration
Statement (if any) or the Prospectus, and will not effect such
amendment or supplementation without the consent of the Underwrit-
ers (which consent shall not be unreasonably withheld); and the
Transferor will also advise the Underwriters promptly of the
effectiveness of any amendment or supplementation of each
Registration Statement or the Prospectus, of any request by the
Commission for any amendment or supplementation of a Registration
Statement or the Prospectus or for any additional information, of
the receipt by the Transferor of any notification with respect to
the suspension of qualification of any of the Certificates for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purposes and of the institution by the
Commission of any stop order proceeding in respect of a
Registration Statement, and will use its best efforts to prevent
the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or sup-
plemented would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend
the Prospectus to comply with the Act, the Transferor promptly
will prepare and file with the Commission (subject to the prior
review of the Underwriters pursuant to paragraph (b) of this Sec-
tion 5) an amendment or supplement which will correct such state
ment or omission or an amendment which will effect such com-
pliance. Neither the consent of the Underwriters to, nor the
Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section
6.
(d) As soon as practicable, but not later than September 30,
1997, the Transferor will cause the Trust to make generally
available to the Certificateholders an earnings statement or
statements of the Trust covering a period of at least 12 months
beginning after the Effective Date of the Initial Registration
Statement (or, if later, the Effective Date of the Additional
Registration Statement) which will satisfy the provisions of Sec-
tion 11(a) of the Act.
(e) The Transferor will furnish to the Underwriters copies of
each Registration Statement (one of which will be signed and will
include all exhibits), each related preliminary prospectus, the
Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as the
Underwriters reasonably request. The Prospectus shall be so
furnished on or prior to 3:00 p.m., New York time, on the
business day following the later of the execution and delivery of
this Agreement or the Effective Time of the Initial Registration
Statement. All other such documents shall be so furnished as
soon as available. The Transferor will pay the expenses of
printing and distributing to the Underwriters all such documents.
(f) The Transferor will take such action (other than
qualifying to do business as a foreign corporation or filing a
general consent to service of process in any jurisdiction or
taking any action that would subject it to general taxation in
any jurisdiction) as the Underwriters may reasonably request to
qualify the Certificates for sale under the securities laws of
such jurisdictions as the Underwriters may request and will
comply with such laws so as to permit the continuance of sales in
such jurisdictions for as long as may be necessary to complete
the distribution of the Certificates.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or such earlier time at which the
Underwriters shall have notified the Transferor that the
Underwriters have ceased to make a secondary market in the
Certificates (which notice, if any, shall be given with
reasonable promptness), (i) FDS, as Servicer, will furnish to the
Underwriters copies of each officer's certificate and the annual
statements of compliance delivered to the Trustee pursuant to Sec-
tion 3.06 of the Pooling and Servicing Agreement and the annual
independent certified public accountant's servicing reports
furnished to the Trustee pursuant to Section 3.06 of the Pooling
and Servicing Agreement, by first-class mail as soon as practi-
cable after such officer's certificates and independent public
accountant's reports are furnished to the Trustee and (ii) month
ly following any request by the Underwriters, on each Determina-
tion Date or as soon thereafter as practicable, FDS, as Servicer,
shall give notice, substantially in the form of Schedule A
hereto, by telecopy (212) 479-5502 to the Underwriters of the
Class A Pool Factor and the Class B Pool Factor for Series 1996-1
as of the related Record Date.
(h) So long as any of the Certificates is outstanding, the
Transferor will furnish to the Underwriters, by first-class mail
as soon as practicable, all documents (i) distributed by the
Transferor to Certificateholders, or (ii) filed by or on behalf
of the Trust or the Transferor as the originator of the Trust
with the Commission pursuant to the Exchange Act, or any order of
the Commission or "no-action" letter obtained from the staff of
the Commission by or on behalf of the Trust or the Transferor as
originator of the Trust, and (iii) from time to time, such other
information (other than any material nonpublic information)
concerning the Trust as the Underwriters may reasonably request.
(i) Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated for any
reason, except a default by the Underwriters hereunder, the
Transferor will pay all expenses incident to the performance of
its obligations under this Agreement and will reimburse the Under
writers for (i) any reasonable expenses (including the reasonable
and documented fees and disbursements of their counsel) incurred
by them in connection with qualification of the Certificates for
sale and determination of the eligibility of the Certificates for
investment under the laws of such jurisdictions as the
Underwriters designate and the printing of memoranda relating
thereto, (ii) any fees charged by investment rating agencies for
the rating of the Investor Certificates, (iii) any filing fee of
the National Association of Securities Dealers, Inc. relating to
the Investor Certificates, and (iv) expenses incurred in printing
and distributing preliminary prospectuses and the Prospectus
(including any amendments and supplements thereto).
(j) To the extent, if any, that the ratings provided with
respect to the Certificates by Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services are conditional upon the
furnishing of documents or the taking of any other actions by the
Transferor, the Transferor and FDS shall furnish such documents
and take any such other actions.
(k) The Transferor or Federated shall not, until after the
later of (i) the Closing Date and (ii) the termination of the
underwriting syndicate, offer, sell or contract to sell, directly
or indirectly, or file with the Commission a registration
statement under the Act relating to securities substantially simi-
lar to the Certificates; provided, however, that such restriction
shall not apply to any private placement by the Transferor of the
Class C Certificates or any interest therein.
6. Conditions of the Obligations of the Underwriters. The
obligation of the Underwriters to purchase and pay for the
Certificates will be subject to the accuracy in all material
respects of the representations and warranties on the part of the
Transferor herein, to the accuracy of the officer's certificates
to be delivered pursuant to Section 6(j), to the performance by
the Transferor and FDS of their obligations hereunder and to the
following additional conditions precedent:
(a) The Underwriters shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the
Initial Registration Statement is prior to the execution and
delivery of this Agreement, shall be on or prior to the date of
this Agreement or, if the Effective Time of the Initial Regis-
tration Statement is subsequent to the execution and delivery of
this Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the registration statement to be
filed shortly prior to such Effective Time), of independent certi-
fied public accountants for FDS and the Transferor, in form and
substance satisfactory to the Underwriters and their counsel, (i)
confirming that they are independent certified public accountants
within the meaning of the Act and the applicable published rules
and regulations thereunder and (ii) stating in effect that they
have performed certain specified procedures as a result of which
they have determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting,
financial or statistical information derived from the general
accounting records of the Trust, FDS and the Transferor set forth
in the Registration Statements and the Prospectus (and any supple-
ments thereto)), under the captions "PROSPECTUS SUMMARY,"
"FEDERATED'S CREDIT CARD BUSINESS," "THE ACCOUNTS," "FEDERATED,
THE TRANSFEROR, AND FDS" "MATURITY ASSUMPTIONS" and "POOL FACTOR
AND RELATED INFORMATION" in the Prospectus, agrees with the
accounting records and/or computer reports or microfiche lists or
analyses prepared by FDS or an affiliate thereof made available
to them by the Transferor or FDS, excluding any questions of
legal interpretation.
For purposes of this subsection, (i) if the Effective
Time of the Initial Registration Statement is subsequent
to the execution and delivery of this Agreement, "Reg-
istration Statements" shall mean the initial registration
statement as proposed to be amended by the amendment or
post-effective amendment to be filed shortly prior to its
Effective Time, (ii) if the Effective Time of the Initial
Registration Statement is prior to the execution and
delivery of this Agreement but the Effective Time of the
Additional Registration Statement is subsequent to such
execution and delivery, "Registration Statements" shall
mean the Initial Registration Statement and the addition
al registration statement as proposed to be filed or as
proposed to be amended by the post-effective amendment to
be filed shortly prior to its Effective Time, and (iii)
"Prospectus" shall mean the prospectus included in the
Registration Statements. All financial statements in
cluded in material incorporated by reference into the
Prospectus shall be deemed included in the Registration
Statements for purposes of this subsection.
(b) If the Effective Time of the Initial Registration
Statement is not prior to the execution and delivery of this
Agreement, such Effective Time shall have occurred not later than
10:00 P.M., New York time, on the date of this Agreement or such
later date as shall have been consented to by the Underwriters.
If the Effective Time of the Additional Registration Statement
(if any) is not prior to the execution and delivery of this Agree-
ment, such Effective Time shall have occurred not later than
10:00 p.m., New York time, on the date of this Agreement or, if
earlier, the time the Prospectus is printed and distributed to
any Underwriter, or shall have occurred at such later date as
shall have been consented to by the Underwriters. If the Effec-
tive Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement, the Prospectus shall
have been filed with the Commission in accordance with the Rules
and Regulations and Section 5(a) of this Agreement; and, prior to
the Closing Date, no stop order suspending the effectiveness of a
Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted or, to the knowledge
of the Transferor or the Underwriters, shall be contemplated by
the Commission.
(c) Subsequent to the execution and delivery of this Agree-
ment, there shall not have occurred (i) any change, or any
development involving a prospective change, in or affecting
particularly the business or properties of the Transferor, FDS,
Federated or any other affiliate of Federated which, in the
judgment of the Underwriters, materially impairs the investment
quality of the Certificates; (ii) any downgrading in the rating
of any debt securities of the Transferor, FDS, Federated or any
other affiliate of Federated by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of any
such debt securities (other than an announcement with positive
implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (iii) any suspension or
limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of
the Transferor, FDS, Federated or any other affiliate of Federated
on any exchange or in the over-the-counter market; (iv) any
banking moratorium declared by Federal or New York authorities;
or (v) any outbreak or escalation of major hostilities in which
the United States is involved, any declaration of war by Congress
or any other substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the
Underwriters, including the Representatives, the effect of any
such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of
the sale of and payment for the Certificates.
(d) The Underwriters shall have received an opinion, dated the
Closing Date, of Jones, Day, Reavis & Pogue, to the effect that:
(i) Each of the Transferor and Federated has been duly
incorporated and is validly existing and in good standing under
the laws of the State of Delaware;
(ii) FDS has been duly organized as a national banking
association and is validly existing under the laws of the United
States of America;
(iii)Each of the Transferor, Federated, and FDS, as
applicable, has the corporate power and authority to execute and
deliver this Agreement, the Series Supplement, and the Certifi-
cates, and to consummate the transactions contemplated herein and
therein;
(iv) Each of the Transferor and Federated had the corporate
power and authority to execute and deliver the Pooling and Servic-
ing Agreement, and FDS had the corporate power and authority to
execute and deliver the Assumption Agreement, dated as of
September 15, 1993 (the "Assumption Agreement"), relating to the
assumption by FDS of Federated's obligations as Servicer
thereunder;
(v) Each of the Transferor and each Originator other than FDS,
Lazarus PA, Inc., Macy's East, Inc. and Broadway Stores, Inc. had
the corporate power and authority to execute and deliver the Re-
ceivables Purchase Agreement, each of FDS, Lazarus PA, Inc.,
Macy's East, Inc. and Broadway Stores, Inc. had the corporate
power and authority to execute and deliver the Supplement to Re-
ceivables Purchase Agreement to which it is a party (each such
Supplement, a "Supplement"), relating to it becoming an "Addition
al Originator" thereunder, and each of the Originators has the
corporate power and authority to consummate the transactions con-
templated in the Receivables Purchase Agreement;
(vi) Each of the Pooling and Servicing Agreement, the
Assumption Agreement, and the Series Supplement has been duly
authorized, executed and delivered by the Transferor, Federated,
and FDS, as applicable, and, assuming the due authorization,
execution and delivery thereof by the Trustee, each of the Pool
ing and Servicing Agreement, the Assumption Agreement, and the
Series Supplement constitutes a legal, valid and binding obliga-
tion of each of the Transferor, Federated, and FDS, as applicable,
enforceable against each of them, as applicable, in accordance with
its terms except as the enforceability thereof may be limited by
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally and except as the
enforceability of remedies may be limited by general principles
of equity, including the possible unavailability of specific
performance or injunctive relief, regardless of whether such en-
forceability is considered in a proceeding in equity or at law,
and except as the enforceability of the indemnities in Section
3.04 of the Pooling and Servicing Agreement may be subject to
limitations based on public policy considerations;
(vii)Each of the Receivables Purchase Agreement and each
of the Supplements has been duly authorized, executed and deliv-
ered by the Transferor and each Originator, as applicable, and
constitutes the legal, valid and binding obligation of the
Transferor and each Originator, as applicable, enforceable
against each of them, as applicable, in accordance with its terms
except as the enforceability thereof may be limited by bank
ruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally and except as the
enforceability of remedies may be limited by general principles
of equity, including the possible unavailability of specific
performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law
and except as the enforceability of the indemnities in Sections
7.01 and 7.02 of the Receivables Purchase Agreement may be
subject to limitations based on public policy considerations;
(viii)The certificates representing the Certificates have
been duly authorized and executed by the Transferor and, assuming
due authentication thereof by the Trustee in accordance with the
Pooling and Servicing Agreement, were validly issued to or upon
the order of the Transferor by the Trust, are entitled to the
benefits of the Pooling and Servicing Agreement and the Series
Supplement and are enforceable in accordance with their terms
except as the enforceability thereof may be limited by bank
ruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally and except as the
enforceability of remedies may be limited by general principles
of equity, including the possible unavailability of specific
performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
Upon delivery of the Certificates to the Underwriters by the
Transferor against payment therefor in accordance with this
Agreement, the Underwriters will acquire the Certificates free
and clear of any "adverse claim" (as defined in Section 8-302(c)
of the Uniform Commercial Code as in effect in the State of New
York);
(ix) This Agreement has been duly authorized, executed and
delivered by the Transferor and Federated;
(x) The Initial Registration Statement was declared effective
under the Act, the Additional Registration Statement (if any) was
filed and declared effective and, to the extent required thereun
der, the Prospectus was filed with the Commission pursuant to
Rule 424(b); to such counsel's knowledge, no stop order sus-
pending the effectiveness of a Registration Statement has been
issued and no proceedings for that purpose have been instituted
or threatened under the Act; the Initial Registration Statement,
the Additional Registration Statement (if any), the Prospectus
and each amendment thereof or supplement thereto (other than the
financial and statistical information contained therein, as to
which such counsel need not express any opinion) on their respec-
tive effective dates or dates of issuance comply as to form in
all material respects to the applicable requirements of the Act
and the Rules and Regulations;
(xi) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body having
jurisdiction over the Transferor, Federated, FDS, or any Origina-
tor is required for the consummation on the Closing Date of the
transactions contemplated by this Agreement, the Pooling and
Servicing Agreement, the Series Supplement, or the Receivables
Purchase Agreement, as applicable, except for (i) such consents,
approvals, authorizations, orders or filings as have been ob-
tained under the Act; (ii) such consents, approvals, authoriza-
tions, orders or filings as may be required under blue sky laws
of any jurisdiction; and (iii) such other consents, approvals,
authorizations, orders or filings that have been previously
obtained or made;
(xii)The Pooling and Servicing Agreement and the Series
Supplement are not required to be qualified under the Trust Inden-
ture Act of 1939; and
(xiii)The Trust is not required to register as an
investment company under the Investment Company Act of 1940, as
amended.
The Underwriters shall also have received a
written statement, dated the Closing Date, of Jones, Day,
Reavis & Pogue to the effect that such counsel has par-
ticipated in the preparation of the Initial Registration
Statement, the Additional Registration Statement (if
any), and the Prospectus and, based on such participa-
tion, no facts have come to the attention of such counsel
which cause it to believe that either of the Initial
Registration Statement (other than the statistical and
financial information contained therein, as to which such
counsel need not express any belief) or the Additional
Registration Statement (if any) (other than the statisti-
cal and financial information contained therein, as to
which such counsel need not express any belief), as of
the Closing Date, contained any untrue statement of a
material fact or omitted to state a material fact re-
quired to be stated therein or necessary in order to make
the statements therein not misleading, or that the Pro-
spectus (other than the statistical and financial infor-
mation contained therein, as to which such counsel need
not express any belief) at such time contained any untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
The foregoing opinion and statement may be qualified by a
statement to the effect that such counsel has not inde-
pendently verified and does not assume any responsibility
for the accuracy, completeness or fairness of the state
ments contained in a Registration Statement or the Pro-
spectus.
(e) The Underwriters shall have received an opinion of Jones,
Day, Reavis & Pogue, special counsel for the Transferor,
substantially to the effect that (i) the Pooling and Servicing
Agreement creates a valid security interest (as defined in the
UCC) (the "Transferor Security Interest") in favor of the Trustee
in all right, title and interest of the Transferor in and to all
Receivables of the Transferor, (ii) the Transferor's UCC-1
financing statements in connection with the execution and
delivery of the Pooling and Servicing Agreement were in appropri-
ate form and were duly filed in the filing offices specified in
such opinion pursuant to the UCC, which filings resulted in the
perfection of the Transferor Security Interest, and (iii) based
solely upon such counsel's examination of the search reports
specified in such opinion and the Transferor's UCC-1 financing
statements, the Transferor Security Interest continues to have
priority over any other lien or security interest in the
Transferor's right, title and interest in and to the Receivables,
the perfection of which requires the filing of a financing state
ment under the UCC.
(f) The Underwriters shall be an addressee of, or shall have
received a letter, dated the Closing Date, from Jones, Day,
Reavis & Pogue specifically authorizing the Underwriters to rely
on, each opinion, dated the Closing Date, of Jones, Day, Reavis &
Pogue addressed to either or both of the Rating Agencies, which
opinion or opinions will be to the effect, in addition to any
other matters that may be addressed therein, that the transfers
of the Receivables by FDS and the other Originators to the
Transferor would be treated as a true sale of assets and not as
pledges thereof as security for borrowings and that the assets of
the Transferor would not be substantively consolidated with those
of FDS or the other Originators.
(g) The Underwriters shall have received an opinion dated the
Closing Date of Jones, Day, Reavis & Pogue, and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters, to the effect that the statements set forth in the
Prospectus under the headings "Prospectus Summary -- Tax Status"
and "Certain Federal Income Tax Consequences" to the extent that
they constitute descriptions of matters of law or legal conclu-
sions with respect thereto, have been reviewed by such counsel
and are correct in all material respects and to the effect that
the Certificates will be treated as indebtedness of the
Transferor for Federal income tax purposes and for Ohio and New
York income or franchise tax purposes.
(h) The Underwriters shall have received an opinion, dated the
Closing Date, of Dennis J. Broderick, the General Counsel of
Federated, to the effect that:
(i) Each of the Transferor, Federated, and FDS has the
corporate power and authority to own its properties and to
conduct its business as now conducted, except where the failure
to have such corporate power and authority would not have a
material adverse effect upon the Certificateholders; and each of
the Transferor, Federated, and FDS is duly qualified to do busi-
ness as a foreign corporation or licensed to transact business as
a foreign corporation in all states in which it conducts its
credit card business, except where the failure to so qualify or
obtain a license would not have a material adverse effect upon
the Certificateholders;
(ii) The Transferor and each Originator has the corporate power
and authority to acquire and own the Receivables;
(iii) Each Originator has the corporate power and authority
to create and own the Accounts;
(iv) Neither the execution and delivery by the Transferor,
Federated, or FDS of this Agreement and the Series Supplement, as
applicable, nor the issuance and sale of the Certificates and the
consummation on the Closing Date of the other transactions
contemplated in this Agreement, the Pooling and Servicing
Agreement or the Series Supplement will conflict with or result
in a default under or in the violation of (a) the Transferor's
Restated Certificate of Incorporation or By-Laws, as applicable,
(b) any statute, rule, regulation or order known to such counsel
of any court or governmental authority having jurisdiction over
the Transferor, Federated, or FDS, or (c) any material agreement
or other instrument, known to such counsel, by which the
Transferor, Federated, or FDS is bound; and
(v) To such counsel's knowledge, except as disclosed in the
Prospectus, there are no actions, proceedings or investigations
pending before any court, administrative agency, or other
tribunal (a) asserting the invalidity of this Agreement, the
Pooling and Servicing Agreement, the Series Supplement, the
Receivables Purchase Agreement, or the Certificates, (b)
regarding or relating to a party seeking to prevent the issuance
of the Certificates or the consummation of any of the trans-
actions contemplated by this Agreement, the Pooling and Servicing
Agreement, the Series Supplement, or the Receivables Purchase
Agreement, (c) which could be reasonably expected materially and
adversely to affect the performance by the Transferor, Federated,
FDS, or any Originator, as applicable, of their respective obliga-
tions under, or the validity or enforceability of this Agreement,
the Pooling and Servicing Agreement, the Series Supplement, the
Receivables Purchase Agreement, or the Certificates, or (d) re-
garding or relating to a party seeking adversely to affect the
federal income tax attributes of the Certificates as described in
each Prospectus under the headings "Prospectus Summary -- Tax
Status" and "Certain Federal Income Tax Consequences."
(i) The Underwriters shall have received from Skadden, Arps,
Slate, Meagher & Flom, counsel for the Underwriters, such opinion
or opinions, dated the Closing Date, with respect to the
organization of the Transferor, the validity of the Certificates,
the Initial Registration Statement, the Additional Registration
Statement (if any), the Prospectus and other related matters as
the Underwriters may require, and the Transferor shall have fur-
nished to such counsel such documents as they may reasonably re-
quest for the purpose of enabling them to pass upon such matters.
In rendering the opinion with respect to the organization of the
Transferor, Skadden, Arps, Slate, Meagher & Flom may rely on the
opinion of Jones, Day, Reavis & Pogue referred to above.
(j) The Underwriters shall have received a certificate, dated
the Closing Date, of two Vice Presidents or more senior officers
of the Transferor in which such officers, to their knowledge
after reasonable investigation, shall state that (i) the
representations and warranties of the Transferor in this
Agreement are true and correct in all material respects on and as
of the Closing Date, (ii) the Transferor has complied in all
material respects with all agreements and satisfied all condi-
tions on its part to be performed or satisfied hereunder at or
prior to the Closing Date, (iii) the representations and war-
ranties of the Transferor and FDS, as Servicer, in the Pooling
and Servicing Agreement are true and correct in all material
respects as of the dates specified in the Pooling and Servicing
Agreement, (iv) no stop order suspending the effectiveness of a
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are threatened by the
Commission, (v) nothing has come to such officers' attention that
would lead such officers to believe that a Registration Statement
or the Prospectus, and any amendment or supplement thereto, as of
their dates and as of the Closing Date, contained an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
and (vi) subsequent to the date of the Prospectus, there has been
no material adverse change in the financial position or results
of operation of the Transferor's or FDS's credit card business or
other business except as set forth in or contemplated by the Pro-
spectus or as described in such certificate.
(k) The Underwriters shall have received an opinion, dated the
Closing Date, of Pryor, Cashman, Sherman & Flynn, counsel to the
Trustee, addressed to the Underwriters, satisfactory in form and
substance to the Underwriters and counsel for the Underwriters
and substantially to the effect that:
(i) The Trustee is a corporation duly organized and validly
existing under the laws of the State of New York, and has the cor-
porate power and authority to act generally as a trustee and as
Trustee under the Pooling and Servicing Agreement;
(ii) The Pooling and Servicing Agreement and the Series Supple
ment have been duly authorized, executed and delivered by the
Trustee and, assuming the due authorization, execution and deliv-
ery by the Transferor and FDS are valid and binding agreements of
the Trustee;
(iii) The Certificates have been duly executed by the
Transferor and authenticated by the Trustee; and
(iv) Neither the execution nor the delivery by the Trustee of
the Pooling and Servicing Agreement and the Series Supplement nor
the performance of any of the transactions by the Trustee contem-
plated thereby requires the approval, authorization or other
action by, or filing with, any governmental authority or agency
under any existing Federal or State law governing the banking or
trust powers of the Trustee.
(l) The Underwriters shall have received a letter, dated the
Closing Date, of KPMG Peat Marwick LLP which meets the re-
quirements of subsection (a) of this Section.
(m) The Underwriters shall have received evidence satisfactory
to the Underwriters that the Class A Certificates shall be rated
"Aaa" by Moody's Investors Service, Inc. and "AAA" by Standard &
Poor's Ratings Services and the Class B Certificates shall have
been rated at least "A" or its equivalent by Moody's Investors
Service, Inc. and at least "A" by Standard & Poor's Ratings
Services.
(n) On the Closing Date, $20,800,000 aggregate principal
amount of the Class C Certificates shall have been issued to the
Transferor.
(o) The Underwriters shall have received evidence satisfactory
to the Underwriters that, on or before the Closing Date, UCC
Financing Statements have been or will be filed in all public
offices necessary to perfect the interest of the Trust in the Re-
ceivables now existing and hereafter created in the Accounts, all
monies due and to become due with respect thereto, all proceeds
thereof, and all of the Transferor's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables
Purchase Agreement.
The Transferor will furnish the Underwriters
with such conformed copies of such opinions, certifi-
cates, letters and documents as the Underwriters reason
ably request.
7. Indemnification and Contribution. (a) The Transferor and
Federated will jointly and severally indemnify and hold harmless
each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a
Registration Statement, the Prospectus, or any amendment or sup-
plement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reason
ably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided,
however, that the Transferor and Federated will not be liable in
any such case to the extent that any such loss, claim, damage or
liability (or action in respect thereof) arises out of or is
based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in
reliance upon and in conformity with written information
furnished to the Transferor or Federated by the Underwriters spe-
cifically for use therein; and provided, further, that, with re-
spect to any untrue statement or omission or alleged untrue state
ment or omission made in any preliminary prospectus, the indemni-
ty provided for in this subsection (a) shall not inure to the
benefit of any Underwriter from whom the person asserting any
such loss, claim, damage or liability purchased the Certificates
concerned, to the extent that any such loss, claim, damage or lia-
bility of such Underwriter arises out of or is based upon the
fact that there was not sent or given to such person, at or prior
to the written confirmation of the sale of such Certificates to
such person, a copy of the Prospectus if the Transferor had
previously furnished copies thereof to such Underwriter.
(a) Each Underwriter, severally, and not jointly, agrees to
indemnify and hold harmless the Transferor and Federated against
any losses, claims, damages or liabilities to which the
Transferor and Federated may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Transferor
or Federated by such Underwriter specifically for use therein,
and will reimburse any legal or other expenses reasonably
incurred by the Transferor or Federated in connection with
investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.
(b) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under subsection (a) or (b)
above, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under subsection (a) or (b)
above. In case any such action is brought against any
indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party
under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
(c) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative
benefits received by the Transferor and Federated on the one hand
and the respective Underwriter on the other from the offering of
the Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the
Transferor and Federated on the one hand and the respective
Underwriter on the other in connection with the statements or
omissions or alleged statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits
received by the Transferor and Federated on the one hand and each
Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before
deducting expenses) received by the Transferor and Federated bear
to the total underwriting discounts and commissions received by
the respective Underwriter. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omis-
sion or alleged omission to state a material fact relates to
information supplied by the Transferor or Federated or the
respective Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions
of this subdivision (d), each Underwriter shall not be required
to contribute any amount in excess of the amount by which the
total price at which the Certificates underwritten by such
Underwriter and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this
subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
(d) The obligations of the Transferor or Federated under this
Section shall be joint and several and shall be in addition to
any liability which the Transferor or Federated may otherwise
have and shall extend, upon the same terms and conditions, to
each person, if any, who controls either Underwriter within the
meaning of the Act; and the obligations of each Underwriter under
this Section shall be in addition to any liability which such
Underwriter may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Trans-
feror who has signed a Registration Statement and to each person,
if any, who controls the Transferor within the meaning of the
Act.
8. Default of Underwriters. If any Underwriter or Under
writers default in their obligations to purchase Certificates
hereunder and the aggregate principal amount of the Certificates
that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total principal
amount of the Certificates, the Underwriters may make
arrangements satisfactory to the Transferor for the purchase of
such Certificates by other persons, including any of the
Underwriters, but if no such arrangements are made by the Closing
Date, the nondefaulting Underwriters shall be obligated
severally, in proportion to their respective commitments
hereunder, to purchase the Certificates that such defaulting
Underwriters agreed but failed to purchase. If the Underwriter
or Underwriters so default and the aggregate principal amount of
the Certificates with respect to such default or defaults exceed
10% of the total principal amount of the Certificates and arrange
ments satisfactory to the Underwriters and the Transferor for the
purchase of such Certificates by other persons are not made
within 36 hours after such default, this Agreement will terminate
without liability on the part of any nondefaulting Underwriter,
the Transferor or Federated, except as provided in Section 9. As
used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section.
Nothing herein will relieve a defaulting Underwriter from liabil-
ity for its default.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties
of the Transferor or Federated and of each Underwriter set forth
in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter,
each Originator, the Transferor or Federated or any of their re-
spective representatives, officers or directors or any con-
trolling person, and will survive delivery of and payment for the
Certificates. If this Agreement is terminated or if for any
reason other than default by the Underwriters the purchase of the
Certificates by the Underwriter is not consummated, the Trans-
feror shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 5 and the respective
obligations of the Transferor, Federated and the Underwriters
pursuant to Section 7 shall remain in effect. If for any reason
the purchase of the Certificates by the Underwriters is not
consummated other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event
specified in clause (iii), (iv) or (v) of Section 6(c), the
Transferor will reimburse the Underwriters for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
reasonably incurred by it in connection with the offering of the
Certificates.
10. Notices. In all dealings hereunder, the Representatives
will act on behalf of each of the Underwriters, and the parties
hereto will be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or
given by the Representatives jointly or by CS First Boston
Corporation on behalf of the Representatives.
All statements, requests, notices and agree
ments hereunder will be in writing and will be delivered
or sent by mail, telex or facsimile transmission, and, if
to the Underwriters, will be sufficient in all respects
if addressed to the Representatives in care of CS First
Boston Corporation, Park Avenue Plaza, New York, New York
10055, Attention: Investment Banking - Transactions
Advisory Group, and, if to the Transferor will be suffi-
cient in all respects if addressed to Prime Receivables
Corporation, 9111 Duke Boulevard, Mason, Ohio 45040-8999,
Attention: General Counsel, with a copy to Federated
Department Stores, Inc., 7 West Seventh Street, Cincinnati,
Ohio 45202, Attention: General Counsel and if to
Federated, will be sufficient in all respects if addressed
to the address provided above; provided, however,
that any notice to any Underwriter pursuant to Section
7(c) hereof will be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at the follow
ing address: CS First Boston Corporation, Park Avenue
Plaza, New York, New York 10055, Attention: Investment
Banking - Transactions Advisory Group.
11. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 7, and no other person will have any right
or obligation hereunder.
12. Representation of Underwriters. The Representatives will
act for the several Underwriters in connection with this
financing, and any action under this Agreement taken by the
Representatives jointly or by CS First Boston Corporation will be
binding upon all the Underwriters.
13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one
and the same Agreement.
14. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
If you are in agreement with the foregoing,
please sign three counterparts hereof and return one to
the Transferor and one to Federated whereupon this letter
and your acceptance shall become a binding agreement
among the Transferor, Federated and the several Underwriters.
Very truly yours,
PRIME RECEIVABLES CORPORATION
By /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: President
FEDERATED DEPARTMENT STORES, INC.
By /s/ Karen M. Hoguet
Name: Karen M. Hoguet
Title: Senior Vice President &
Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof
CS FIRST BOSTON CORPORATION
By /s/ Michael Raynes
Name: Michael Raynes
Title: Attorney-in-Fact
For itself and for the
several Underwriters
SCHEDULE A
FORM OF SERVICER'S CERTIFICATE
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention:
Re: Amended and Restated Pooling and Servicing
Agreement dated as of December 15, 1992 (as
amended and supplemented, the "Pooling and Ser-
vicing Agreement"), Series 1996-1 Supplement,
each among Prime Receivables Corporation as
Transferor, FDS National Bank, as Servicer, and
Chemical Bank, as Trustee
Determination Date to which this Certificate relates:
_____________ 19__
For the Monthly Period ending on ________, 19__
15. The undersigned Servicing Officer does hereby
certify that (i) the Class A Pool Factor with respect to
the Class A Certificates is __________ and (ii) the Class
B Pool Factor with respect to the Class B Certificates is
____________.
16. Capitalized terms used in this Certificate shall
have the same meanings as in the Pooling and Servicing
Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand
as of the above-referenced Determination Date.
FDS NATIONAL BANK,
as Servicer
By
Servicing Officer
SCHEDULE B
Principal Amount
Class A Underwriters Class A Certificates
CS First Boston Corporation $109,000,000
Goldman, Sachs & Co. $109,000,000
$218,000,000
Principal Amount
Class B Underwriter Class B
Certificates
CS First Boston Corporation $20,800,000
PRIME RECEIVABLES CORPORATION
Transferor
FDS NATIONAL BANK
Servicer
and
CHEMICAL BANK
Trustee
on behalf of the Series 1996-1 Certificateholders
________________________________________
SERIES 1996-1 SUPPLEMENT
Dated as of May 14, 1996
to
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of December 15, 1992
________________________________________
$218,000,000 6.70% Class A Asset Backed
Certificates, Series 1996-1
$20,800,000 6.85% Class B Asset Backed
Certificates, Series 1996-1
$20,800,000 9.00% Class C Asset Backed
Certificates, Series 1996-1
PRIME CREDIT CARD MASTER TRUST
TABLE OF CONTENTS
PAGE
SECTION 1.1. Designation 1
SECTION 1.2. Definitions 1
SECTION 1.3. Reassignment and Transfer Terms 20
SECTION 1.4. Delivery and Payment for the Series
1996-1 Certificates 21
SECTION 1.5. Depositary; Form of Delivery of
Series 1996-1 Certificates 21
SECTION 1.6. Article IV of Agreement 21
SECTION 4.04 Rights of Certificateholders 21
SECTION 4.05 Collections and Allocation 22
SECTION 4.06 Determination of Monthly Interest
for the Series 1996-1
Certificates 24
SECTION 4.07 Determination of Monthly Principal 27
SECTION 4.08 Establishment of the Principal
Funding Account for the
Certificates 28
SECTION 4.09 Application of Funds on Deposit
in the Collection Account for
the Certificates 30
SECTION 4.10 Coverage of Required Amount for
the Series 1996-1 Certificates 37
SECTION 4.11 Payment of Certificate Interest 38
SECTION 4.12 Payment of Certificate Principal 39
SECTION 4.13 Investor Charge-Offs 40
SECTION 4.14 Shared Principal Collections 41
SECTION 4.15 Reallocated Principal Collections
for the Series 1996-1 Certificates 42
SECTION 4.16 Accumulation Period 43
SECTION 1.7. Article V of the Agreement 44
SECTION 5.01 Distributions 44
SECTION 5.02 Monthly Certificateholders'
Statement 46
SECTION 1.8. Series 1996-1 Pay Out Events 48
SECTION 1.9. Series 1996-1 Termination 49
SECTION 1.10. Periodic Finance Charges and Other
Fees 49
SECTION 1.11. Ratification of Agreement 50
SECTION 1.12. Counterparts 50
SECTION 1.13. Governing Law 50
SECTION 1.14. The Trustee 50
SECTION 1.15. Instructions in Writing 50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class C Certificate
EXHIBIT B Letter of Representations
EXHIBIT C Form of Monthly Certificateholders'
Statement
SERIES 1996-1 SUPPLEMENT, dated as of May 14, 1996
(this "Series Supplement") by and among PRIME RECEIVABLES
CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, as Transferor (the "Transferor"),
FDS NATIONAL BANK ("FDS"), a federally chartered credit
card bank organized and existing under the laws of the
United States, as Servicer (the "Servicer"), and CHEMICAL
BANK, a banking corporation organized and existing under
the laws of the State of New York as trustee (together
with its successors in trust thereunder as provided in
the Agreement referred to below, the "Trustee") under the
Amended and Restated Pooling and Servicing Agreement
dated as of December 15, 1992, as amended and
supplemented from time to time (the "Agreement") among
the Transferor, Federated Department Stores, Inc., a
corporation organized and existing under the laws of
Delaware ("Federated"), as servicer, and the Trustee as
further amended by the Assumption Agreement dated as of
September 15, 1993 among the Transferor, Federated, the
Trustee and FDS.
Section 6.09 of the Agreement provides, among
other things, that the Transferor and the Trustee may at
any time and from time to time enter into a supplement to
the Agreement for the purpose of authorizing the issuance
by the Trustee to the Transferor, for execution and
redelivery to the Trustee for authentication, one or more
Series of Certificates.
Pursuant to this Series Supplement, the Trans-
feror and the Trustee shall create a new Series of Investor
Certificates and shall specify the Principal Terms
thereof.
Section 1.1 Designation. There is hereby created a
Series of Investor Certificates to be issued pursuant to
the Agreement and this Series Supplement to be known
generally as the "Series 1996-1 Certificates." The
Series 1996-1 Certificates shall be issued in three
Classes, which shall be designated generally as the Class
A Certificates, Series 1996-1 (the "Class A Certifi-
cates"), the Class B Certificates, Series 1996-1 (the
"Class B Certificates") and the Class C Certificates,
Series 1996-1 (the "Class C Certificates").
Section 1.2 Definitions. In the event that any term
or provision contained herein shall conflict with or be
inconsistent with any provision contained in the Agree
ment, the terms and provisions of this Series Supplement
shall govern with respect to the Series 1996-1
Certificates. All Article, Section or subsection refer
ences 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 are
defined in the Agreement. Each capitalized term defined
herein shall relate only to the Series 1996-1 Certifi-
cates and no other Series of Certificates issued by the
Trust.
"Accumulation Date" shall mean the first day of
the August 2000 Monthly Period.
"Accumulation Period" shall mean, with respect
to the Class A Certificates, the period commencing on the
Accumulation Date, or such later date as may be specified
by the Servicer in accordance with Section 4.16 of the
Agreement, and continuing to and including the earlier of
(a) the calendar day immediately preceding the first day
of the Early Amortization Period and (b) the date of the
termination of the Trust pursuant to Section 12.01 of the
Agreement.
"Accumulation Period Length" shall have the
meaning specified in Section 4.16 of the Agreement.
"Additional Interest" shall mean, at any time
of determination, the sum of Class A Additional Interest,
Class B Additional Interest and Class C Additional Interest.
"Amortization Period Commencement Date" shall
mean the earlier of (i) the Accumulation Date, or such
later date as may be specified by the Servicer in accor-
dance with Section 4.16 of the Agreement, and (ii) the
Pay Out Commencement Date.
"Annual Portfolio Turnover Rate" shall mean
with respect to any Business Day during a Monthly Period
the aggregate amount of credit sales of the Originators
arising under Accounts during each of the twelve Monthly
Periods ending on the last day of the second preceding
Monthly Period divided by the average of the aggregate
Outstanding Balances of Receivables as of the last day of
each such Monthly Period.
"Available Series 1996-1 Finance Charge Collec-
tions" shall have the meaning specified in subsection
4.09(a) of the Agreement.
"Base Rate" shall mean the sum of (a) the
weighted average of the Class A Certificate Rate, the
Class B Certificate Rate and the Class C Certificate Rate
plus (b) the Series Servicing Fee Percentage per annum.
"Carryover Class A Monthly Interest" shall mean
on any Business Day in a Monthly Period (a) any Class A
Monthly Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not
previously been deposited in the Interest Funding Account
or paid on any previous Distribution Date plus (b) any
Class A Additional Interest.
"Carryover Class B Monthly Interest" shall mean
on any Business Day in a Monthly Period (a) any Class B
Monthly Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not
previously been deposited in the Interest Funding Account
or paid on any previous Distribution Date plus (b) any
Class B Additional Interest.
"Carryover Class C Monthly Interest" shall mean
on any Business Day in a Monthly Period (a) any Class C
Monthly Interest with respect to any Interest Accrual
Period beginning in a prior Monthly Period which has not
previously been deposited in the Interest Funding Account
or paid on any previous Distribution Date plus (b) any
Class C Additional Interest.
"Carryover Discount Amount" means for Series
1996-1 for any Business Day the excess, if any, of (a)
the sum of (i) the product of the Discount Allocation Per-
centage and the Discount Amount and (ii) the Carryover
Discount Amount for Series 1996-1 for the preceding
Business Day over (b) the amount of Principal Collections
added to Total Finance Charge Collections for Series 1996-
1 on such preceding Business Day.
"Class A Additional Interest" shall have the
meaning specified in subsection 4.06(a) of the Agreement.
"Class A Adjusted Invested Amount" shall mean
for any Business Day an amount equal to the Class A
Invested Amount minus the aggregate principal amount on
deposit in the Principal Funding Account on such Business
Day.
"Class A Certificateholder" shall mean the
Person in whose name a Class A Certificate is registered
in the Certificate Register.
"Class A Certificateholders' Interest" shall
mean the portion of the Series 1996-1 Certificateholders'
Interest evidenced by the Class A Certificates.
"Class A Certificate Rate" shall mean 6.70% per
annum, calculated on the basis of a 360-day year of
twelve 30-day months.
"Class A Certificates" shall mean any of the
certificates executed by the Transferor and authenticated
by or on behalf of the Trustee, substantially in the form
of Exhibit A-1 hereto.
"Class A Expected Final Payment Date" shall
mean the May 2001 Distribution Date.
"Class A Floating Allocation Percentage" shall
mean, with respect to any Business Day, the percentage
equivalent of a fraction, the numerator of which is the
Class A Adjusted Invested Amount as of the end of the
preceding Business Day and the denominator of which is
the greater of (a) the sum of the amount of Principal
Receivables in the Trust and the amounts on deposit in
the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to
calculate investor percentages with respect to all Class
es of all Series then outstanding on such Business Day.
"Class A Initial Invested Amount" shall mean
the aggregate initial principal amount of the Class A
Certificates, which is $218,000,000.
"Class A Interest Shortfall" shall have the
meaning specified in subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used
with respect to any Business Day, an amount (not less
than zero) equal to (a) the Class A Initial Invested
Amount, minus (b) the aggregate amount of principal
payments made to Class A Certificateholders prior to such
Business Day, and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs for all
prior Business Days over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.09(a)(v) of the
Agreement prior to such Business Day and, with respect to
such subsection, pursuant to subsections 4.10(a) and (b)
and subsections 4.15 (a) and (b).
"Class A Investor Charge-Off" shall have the
meaning specified in subsection 4.13(d) of the Agreement.
"Class A Monthly Interest" shall mean the
monthly interest distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the
monthly principal distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.07(a) of the Agreement.
"Class A Percentage" shall mean a fraction the
numerator of which is the Class A Invested Amount and the
denominator of which is the sum of the Class A Invested
Amount and the Class B Invested Amount.
"Class A Pool Factor" shall mean, with respect
to any Record Date, a number carried out to seven decimal
places representing the ratio of the Class A Invested
Amount as of such Record Date (determined after taking
into account any increases or decreases in the Class A
Invested Amount which will occur on the following Distri-
bution Date) to the Class A Initial Invested Amount.
"Class A Required Amount" shall mean, with
respect to any Distribution Date, the amount, if any, by
which the aggregate amount to be paid pursuant to subsec-
tions 4.09(a)(i) and (v) of the Agreement, and the Class
A Required Amount Percentage of the amounts described in
subsections 4.09(a)(iii)(y) and (iv)(y) of the Agreement,
for each Business Day during the related Monthly Period,
exceeds the sum of Available Series 1996-1 Finance Charge
Collections, Transferor Finance Charge Collections and
Excess Finance Charge Collections on each Business Day
during the related Monthly Period applied with respect
thereto.
"Class A Required Amount Percentage" shall
mean, with respect to any Distribution Date, the percent
age equivalent of a fraction the numerator of which is
the weighted average Class A Invested Amount for each day
in the preceding Monthly Period and the denominator of
which is the weighted average Invested Amount for each
day in the preceding Monthly Period.
"Class B Additional Interest" shall have the
meaning specified in subsection 4.06(b) of the Agreement.
"Class B Certificate Rate" shall mean 6.85% per
annum, calculated on the basis of a 360-day year of
twelve 30-day months.
"Class B Certificateholder" shall mean the
Person in whose name a Class B Certificate is registered
in the Certificate Register.
"Class B Certificateholders' Interest" shall
mean the portion of the Series 1996-1 Certificateholders'
Interest evidenced by the Class B Certificates.
"Class B Expected Final Payment Date" shall
mean the June 2001 Distribution Date.
"Class B Certificates" shall mean any of the
certificates executed by the Transferor and authenticated
by or on behalf of the Trustee, substantially in the form
of Exhibit A-2 hereto.
"Class B Fixed/Floating Allocation Percentage"
shall mean for any Business Day the percentage equivalent
of a fraction, the numerator of which is the Class B
Invested Amount at the end of the last day of the Revolv-
ing Period and the denominator of which is the greater of
(a) the sum of the aggregate amount of Principal Receiv
ables and the amount on deposit in the Excess Funding
Account as of the end of the preceding Business Day and
(b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Receiv-
ables for all Classes of all Series outstanding on such
Business Day; provided, however, that, because the Cer-
tificates are subject to being paired with a future
prefunded Series, if a Pay Out Event occurs with respect
to the Certificates during the Accumulation Period, and
if at such time the Certificates are paired with a
prefunded Series, the numerator will be reset to equal
the Class B Invested Amount at the end of the last day
prior to the occurrence of such Pay Out Event.
"Class B Floating Allocation Percentage" shall
mean, with respect to any Business Day, the percentage
equivalent of a fraction, the numerator of which is the
Class B Invested Amount as of the end of the preceding
Business Day and the denominator of which is the greater
of (a) the sum of the amount of Principal Receivables in
the Trust and the amount on deposit in the Excess Funding
Account as of the end of the preceding Business Day and
(b) the sum of the numerators used to calculate investor
percentages with respect to all Classes of all Series
then outstanding on such Business Day.
"Class B Initial Invested Amount" shall mean
the aggregate initial principal amount of the Class B
Certificates, which is $20,800,000.
"Class B Interest Shortfall" shall have the
meaning specified in subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used
with respect to any Business Day, an amount (not less
than zero) equal to (a) the Class B Initial Invested
Amount, minus (b) the aggregate amount of principal pay
ments made to Class B Certificateholders prior to such
Business Day, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Business Days, minus
(d) the aggregate amount of Reallocated Class B Principal
Collections for which the Class C Invested Amount has not
been reduced for all prior Distribution Dates, and plus
(e) the sum of the aggregate amount allocated to the
Class B Certificates and applied on all prior Business
Days pursuant to subsection 4.09(a)(vii) of the Agreement
and, with respect to such subsection, pursuant to subsec-
tions 4.10(a), (b) and (c) and 4.15(a) for the purpose of
reimbursing amounts deducted pursuant to the foregoing
clauses (c) and (d).
"Class B Investor Charge-Offs" shall have the
meaning specified in subsection 4.13(c) of the Agreement.
"Class B Monthly Interest" shall mean the
monthly interest distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the
monthly principal distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.07(b) of the Agreement.
"Class B Percentage" shall mean a fraction the
numerator of which is the Class B Invested Amount and the
denominator of which is the sum of the Class A Invested
Amount and the Class B Invested Amount.
"Class B Pool Factor" shall mean, with respect
to any Record Date, a number carried out to seven decimal
places representing the ratio of the Class B Invested
Amount as of such Record Date (determined after taking
into account any increases or decreases in the Class B
Invested Amount which will occur on the following Distri-
bution Date) to the Class B Initial Invested Amount.
"Class B Principal Payment Commencement Date"
shall mean the earlier of (a) (i) during the Accumulation
Period, the Class B Expected Final Payment Date or (ii)
during any Early Amortization Period, the Distribution
Date on which the Class A Invested Amount is paid in full
or, if there are no Principal Collections allocable to
the Series 1996-1 Investor Certificates remaining after
payments have been made to the Class A Certificates on
such Distribution Date, the Distribution Date following
the Distribution Date on which the Class A Invested
Amount is paid in full and (b) the Distribution Date
following a sale or repurchase of the Receivables as set
forth in Sections 2.04(d), 9.02, 10.02, 12.01 or 12.02 of
the Agreement and Section 1.3(a) of this Series Supple-
ment.
"Class B Required Amount" shall mean with
respect to any Distribution Date the amount, if any, by
which the aggregate amount to be paid pursuant to subsec-
tions 4.09(a)(ii), (vi), and (vii) of the Agreement and
the Class B Required Amount Percentage of the amounts
described in subsections 4.09(a)(iii)(y) and (iv)(y) of the
Agreement, for each Business Day during the related Month
ly Period, exceeds the sum of Available Series 1996-1
Finance Charge Collections, Transferor Finance Charge
Collections, Excess Finance Charge Collections and the
Transferor Subordination Amount on each Business Day
during the related Monthly Period applied with respect
thereto.
"Class B Required Amount Percentage" shall
mean, with respect to any Distribution Date, the percent
age equivalent of a fraction the numerator of which is
the weighted average Class B Invested Amount for each day
in the preceding Monthly Period and the denominator of
which is the weighted average Invested Amount for each
day in the preceding Monthly Period.
"Class C Additional Interest" shall have the
meaning specified in subsection 4.06(c) of the Agreement.
"Class C Certificateholder" shall mean the
Person in whose name a Class C Certificate is registered
in the Certificate Register.
"Class C Certificateholders' Interest" shall
mean the portion of the Series 1996-1 Certificateholders'
Interest evidenced by the Class C Certificates.
"Class C Certificate Rate" shall mean 9.00% per
annum, calculated on the basis of a 360-day year of
twelve 30-day months.
"Class C Certificates" shall mean any of the
certificates executed by the Transferor and authenticated
by or on behalf of the Trustee, substantially in the form
of Exhibit A-3 hereto.
"Class C Fixed/Floating Allocation Percentage"
shall mean for any Business Day the percentage equivalent
of a fraction, the numerator of which is the Class C
Invested Amount at the end of the last day of the Revolving
Period and the denominator of which is the greater of
(a) the sum of the aggregate amount of Principal Receivables
and the amount on deposit in the Excess Funding
Account as of the end of the preceding Business Day and
(b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Receivables
for all Classes of all Series outstanding on such
Business Day; provided, however, that, because the
Certificates are subject to being paired with a future
prefunded Series, if a Pay Out Event occurs with respect
to the Certificates during the Accumulation Period, and
if at such time the Certificates are paired with a
prefunded Series, the numerator will be reset to equal
the Class C Invested Amount at the end of the last day
prior to the occurrence of such Pay Out Event.
"Class C Floating Allocation Percentage" shall
mean with respect to any Business Day the percentage
equivalent of a fraction, the numerator of which is the
Class C Invested Amount as of the end of the preceding
Business Day and the denominator of which is the greater
of (a) the sum of amount of Principal Receivables in the
Trust and the amount on deposit in the Excess Funding
Account at the end of the preceding Business Day and (b)
the sum of the numerators used to calculate investor
percentages with respect to all Classes of all Series
then outstanding on such Business Day.
"Class C Initial Invested Amount" shall mean
the aggregate initial principal amount of the Class C
Certificates, which is $20,800,000.
"Class C Interest Shortfall" shall have the
meaning specified in subsection 4.06(c) of the Agreement.
"Class C Invested Amount" shall mean, when used
with respect to any Business Day, an amount (not less
than zero) equal to (a) the Class C Initial Invested
Amount, minus (b) the aggregate amount of principal
payments made to Class C Certificateholders prior to such
Business Day, minus (c) the aggregate amount of Class C
Investor Charge-Offs for all prior Business Days, minus
(d) the aggregate amount of Reallocated Principal Collec-
tions for all prior Distribution Dates, and plus (e) the
sum of the aggregate amount allocated and available on
all prior Business Days pursuant to subsection
4.09(a)(ix) of the Agreement and, with respect to such
subsection, pursuant to subsections 4.10(a) and (b), for
the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c) and (d).
"Class C Investor Charge-Offs" shall have the
meaning specified in subsection 4.13(a) of the Agreement.
"Class C Monthly Interest" shall mean the
monthly interest distributable in respect of the Class C
Certificates as calculated in accordance with subsection
4.06(c) of the Agreement.
"Class C Monthly Principal" shall mean the
monthly principal distributable in respect of the Class C
Certificates as calculated in accordance with subsection
4.07(c) of the Agreement.
"Class C Pool Factor" shall mean, with respect
to any Record Date, a number carried out to seven decimal
places representing the ratio of the Class C Invested
Amount as of such Record Date (determined after taking
into account any increases or decreases in the Class C
Invested Amount which will occur on the following Distri-
bution Date) to the Class C Initial Invested Amount.
"Class C Principal Payment Commencement Date"
shall mean the earlier of (a) the Distribution Date on
which the Class B Invested Amount is paid in full or, if
there are no Principal Collections allocable to the
Series 1996-1 Investor Certificates remaining after
payments have been made to the Class B Certificates on
such Distribution Date, the Distribution Date following
the Distribution Date on which the Class B Invested
Amount is paid in full and (b) the Distribution Date
following a sale or repurchase of the Receivables as set
forth in Sections 2.04(d), 9.02, 10.02, 12.01 and 12.02
of the Agreement and Section 3 of this Series Supplement.
"Closing Date" shall mean May 14, 1996.
"Controlled Accumulation Amount" shall mean
$24,222,222.22; provided, however, that, if the Accumula-
tion Period is modified pursuant to Section 4.16 of the
Agreement, (i) the Controlled Accumulation Amount for
each Distribution Date with respect to the Accumulation
Period shall mean the amount determined in accordance
with Section 4.16 of the Agreement on the date on which
the Accumulation Period has most recently been modified
and (ii) the sum of the Controlled Accumulation Amounts
for all Distribution Dates with respect to the modified
Accumulation Period shall not be less than the Class A
Invested Amount.
"Controlled Deposit Amount" shall mean, with
respect to any Distribution Date with respect to the
Accumulation Period, the sum of the Controlled Accumulation
Amount and any Deficit Controlled Accumulation Amount for
the preceding Distribution Date.
"Deficit Controlled Accumulation Amount" shall
initially mean zero and with respect to any Distribution
Date thereafter shall mean the excess, if any, of the Con
trolled Deposit Amount for such Distribution Date over
the Net Principal Collections received during the related
Monthly Period, together with the aggregate amount of
Shared Principal Collections received during the related
Monthly Period and allocable to the Class A Certificates,
each to the extent available to be distributed to Class A
Certificateholders on such Distribution Date.
"Discount Allocation Percentage" shall mean,
with respect to Series 1996-1 and any Business Day, the
percentage equivalent of a fraction the numerator of
which is the Series Discount Factor with respect to
Series 1996-1 and the denominator of which is the
Discount Factor on such Business Day.
"Discount Amount" shall mean for any Business
Day the Discount Factor multiplied by the Outstanding
Balance of all Receivables transferred to the Trust on
such Business Day.
"Discount Factor" shall mean for any Business
Day an amount equal to the sum of each Series Discount
Factor for all Series then outstanding on such Business
Day.
"Discount Trigger Event" shall mean for any
Business Day the Discount Factor for the second preceding
Monthly Period being in excess of zero and the Rating
Agencies having consented in writing (a copy of which is
delivered to the Trustee) to the discounting of purchases
of Receivables on or prior to such Business Day and
having not revoked such consent.
Distribution Date" shall mean June 17, 1996 and
the fifteenth day of each calendar month thereafter, or
if such fifteenth day is not a Business Day, the next
succeeding Business Day.
"Early Amortization Period" shall mean the
period commencing on the earlier of (a) the Pay Out Com-
mencement Date and (b) the Class A Expected Final Payment
Date if the Class A Invested Amount has not been paid in
full on such date, or the Class B Expected Final Payment
Date if the Class B Invested Amount has not been paid in
full on such date, and ending on the earlier to occur of
(i) the date of termination of the Trust pursuant to
Section 12.01 of the Agreement and (ii) the Series 1996-1
Termination Date.
"Enhancement" shall mean, with respect to the
Class A Certificates, the subordination of the Class B
Invested Amount and the Class C Invested Amount and with
respect to the Class B Certificates, the subordination of
the Class C Invested Amount and the Transferor Subordination
Amount, in each case, to the extent provided in
Article IV of the Agreement.
"Excess Finance Charge Collections" shall mean,
with respect to any Business Day, as the context requires,
either (x) the amount described in subsection
4.09(a)(x) of the Agreement allocated to the Series 1996-
1 Certificates but available to cover shortfalls in
amounts paid from Total Finance Charge Collections for
other Series, if any, or (y) the aggregate amount of
Total Finance Charge Collections allocable to other
Series in excess of the amounts necessary to make required
payments with respect to such Series, if any, and
available to cover shortfalls with respect to the Series
1996-1 Certificates.
"Finance Charge Collections" shall have the
meaning specified in subsection 4.05(b) of the Agreement.
"Fixed/Floating Allocation Percentage" shall
mean for any Business Day (i) with respect to Principal
Collections, the percentage equivalent of a fraction, the
numerator of which is the Invested Amount at the end of
the last day of the Revolving Period and the denominator
of which is the greater of (a) the sum of the aggregate
amount of Principal Receivables in the Trust and the
amount on deposit in the Excess Funding Account as of the
end of the preceding Business Day and (b) the sum of the
numerators used to calculate the investor percentages
with respect to Principal Receivables with respect to all
Classes of all Series then outstanding on such Business
Day; provided, however, that if the Series 1996-1 Certif-
icates are paired with a prefunded Series during or prior
to the Accumulation Period for the Series 1996-1 Certifi-
cates and a Pay Out Event occurs with respect to either
Series, the numerator for the Series 1996-1 Certificates
shall be equal to the Invested Amount at the end of the
last day prior to such Pay Out Event; and (ii) with respect
to Finance Charge Collections on and after the Pay
Out Commencement Date, the percentage equivalent of a
fraction, the numerator of which is the Invested Amount
at the end of the Business Day preceding the Pay Out
Commencement Date and the denominator of which is the
greater of (a) the sum of the aggregate amount of Princi-
pal Receivables in the Trust and the amount on deposit in
the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to
calculate the investor percentages with respect to Finance
Charge Collections with respect to all Classes of
all Series then outstanding on such Business Day.
"Floating Allocation Percentage" shall mean for
any Business Day the sum of the applicable Class A Float
ing Allocation Percentage, Class B Floating Allocation
Percentage and Class C Floating Allocation Percentage for
such Business Day.
"Initial Invested Amount" shall mean an amount
equal to the sum of the Class A Initial Invested Amount,
the Class B Initial Invested Amount and the Class C
Initial Invested Amount.
"Interest Accrual Period" shall mean, with
respect to a Distribution Date, the period from and
including the preceding Distribution Date (or, with
respect to the initial Interest Accrual Period, from and
including the Closing Date) to and excluding such Distri-
bution Date, which shall be deemed to be a 30-day period
(or, with respect to the initial Interest Accrual Period,
a 31-day period).
"Invested Amount" shall mean, when used with
respect to any Business Day, an amount equal to the sum
of (a) the Class A Invested Amount as of such Business
Day, (b) the Class B Invested Amount as of such Business
Day, and (c) the Class C Invested Amount as of such
Business Day.
"Investor Certificateholder" shall mean the
Holder of record of an Investor Certificate of Series
1996-1.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates, and the Class C
Certificates.
"Investor Charge-Offs" shall mean the sum of
Class A Investor Charge-Offs, Class B Investor Charge-
Offs, and Class C Investor Charge-Offs.
"Investor Default Amount" shall mean, with
respect to each Business Day, an amount equal to the
product of the Default Amount for such Business Day and
the Floating Allocation Percentage applicable for such
Business Day.
"Investor Percentage" shall mean for any Business
Day, (a) with respect to Receivables in Defaulted
Accounts at any time, Finance Charge Collections prior to
the Pay Out Commencement Date or Principal Receivables
during the Revolving Period, the Floating Allocation
Percentage and (b) with respect to Finance Charge
Collections on and after the Pay Out Commencement Date or
Principal Receivables during the Amortization Period, the
Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Minimum Transferor Percentage" shall mean (i)
for the period from the January Monthly Period to and
including the October Monthly Period, 10.5%; (ii) for the
November Monthly Period, 11.5%; and (iii) for the December
Monthly Period, 13.5%; provided, however, that such
percentage may be adjusted from time to time upon written
notice from the Transferor to the Trustee if each Rating
Agency initially contracted to rate the Class A Certifi-
cates, the Class B Certificates, and, if applicable, the
Class C Certificates shall have been notified of such
amendment and shall have provided notice to the Trustee
or the Servicer that such action would not result in a
reduction or withdrawal of its rating of the Class A
Certificates, the Class B Certificates, or, if applica-
ble, the Class C Certificates, and such action shall not,
as evidenced by an Opinion of Counsel, cause the Trust to
be characterized for Federal income tax purposes as an
association taxable as a corporation or otherwise have
any material adverse effect on the Federal income taxa-
tion of any outstanding Series of Investor Certificates
or any Certificate Owner.
"Monthly Period" shall have the meaning speci-
fied in the Agreement, except that the first Monthly
Period with respect to the Series 1996-1 Certificates
shall begin on and include the Closing Date and shall end
on and include June 1, 1996.
"Monthly Servicing Fee" shall mean for any
Monthly Period, an amount equal to the product of (i) one-
twelfth, (ii) the Series Servicing Fee Percentage, and
(iii) the Invested Amount as of the preceding Record
Date, or, in the case of the first Distribution Date, the
Initial Invested Amount.
"Net Finance Charge Portfolio Yield" shall
mean, for any Series with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the
numerator of which is the amount of Finance Charge
Collections allocable to such Series for such Monthly
Period, calculated on a cash basis after subtracting the
Investor Default Amount applicable to such Series for
such Monthly Period, and the denominator of which is the
average daily Invested Amount of such Series during the
preceding Monthly Period.
"Net Principal Collections" shall mean, for any
Series on any Business Day, (i) the product, during the
Revolving Period, of the Floating Allocation Percentage
for such Series and, during the Accumulation Period or
the Early Amortization Period, the Fixed/Floating Alloca-
tion Percentage for such Series and the amount of Principal
Collections on such Business Day minus on or after
the occurrence and during the continuance of a Discount
Trigger Event (ii) the lesser of (a) the sum of (x) the
product of the Discount Allocation Percentage for such
Series and the Discount Amount for such Business Day and
(y) the Carryover Discount Amount for such Series for
such Business Day and (b) the amount determined in clause
(i).
"Pay Out Commencement Date" shall mean the
earlier of the date on which (i) a Trust Pay Out Event is
deemed to occur pursuant to Section 9.01 of the Agreement
or (ii) a Series 1996-1 Pay Out Event is deemed to occur
pursuant to Section 1.8 of this Series Supplement.
"Pay Out Event" shall mean either (i) a Trust
Pay Out Event pursuant to Section 9.01 of the Agreement
or (ii) a Series 1996-1 Pay Out Event.
"Portfolio Yield" shall mean for the Series
1996-1 Certificates, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to (i) the aggregate
Available Series 1996-1 Finance Charge Collections
for such Monthly Period, calculated on a cash basis,
minus (ii) the aggregate Investor Default Amount for such
Monthly Period, and the denominator of which is the
average daily Invested Amount for such Monthly Period.
"Principal Funding Account" shall have the
meaning specified in subsection 4.08(a) of the Agreement.
"Principal Shortfalls" shall mean, as the
context requires, either (x) (i) on any Business Day
during the Accumulation Period the amount by which the
Controlled Deposit Amount for the then current Monthly
Period exceeds the amount deposited in the Principal
Funding Account from the Fixed/Floating Allocation
Percentage of Principal Collections on such Business Day and
the amount deposited in the Principal Funding Account on
all previous Business Days during such Monthly Period
pursuant to subsection 4.09(c)(i) of the Agreement or
(ii) on any Business Day during the Early Amortization
Period and on and after the Class B Principal Payment
Commencement Date the Invested Amount of the class then
receiving principal payments or (y) the amounts specified
as such in the Supplement for any other Series.
"Rating Agency" shall mean each of Moody's
Investors Service, Inc. and Standard & Poor's Ratings
Services, a Division of The McGraw-Hill Companies, Inc.
"Reallocated Class B Principal Collections"
shall have the meaning specified in subsection 4.15(b) of
the Agreement.
"Reallocated Class C Principal Collections"
shall have the meaning specified in subsection 4.15(a) of
the Agreement.
"Reallocated Principal Collections" shall mean
the sum of Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections.
"Required Amount" shall have the meaning speci-
fied in Section 4.10(b) of the Agreement.
"Revolving Period" shall mean the period from
and including the Closing Date to, but not including, the
Amortization Period Commencement Date.
"Scheduled Series 1996-1 Termination Date"
shall mean the July 2004 Distribution Date.
"Series 1996-1" shall mean the Series of the
Prime Credit Card Master Trust represented by the Series
1996-1 Certificates.
"Series 1996-1 Certificateholder" shall mean
the holder of record of any Series 1996-1 Investor
Certificate.
"Series 1996-1 Certificateholders' Interest"
shall have the meaning specified in Section 4.04 of the
Agreement.
"Series 1996-1 Pay Out Event" shall have the
meaning specified in Section 1.8 of this Series Supplement.
"Series 1996-1 Termination Date" shall mean the
earlier to occur of (i) the day after the Distribution
Date on which the Series 1996-1 Certificates are paid in
full, or (ii) the Scheduled Series 1996-1 Termination
Date.
"Series Discount Factor" shall mean with respect
to Series 1996-1 for any Business Day the amount
for Series 1996-1, if any, calculated as of the second
preceding Monthly Period, by which either (x) (a) the
product of (i) the Base Rate plus one-half of one percent
minus the Net Finance Charge Portfolio Yield divided by
the Annual Portfolio Turnover Rate and (ii) the Floating
Allocation Percentage exceeds (b) zero or, (y) solely at
the option of the Transferor, the amount by which (a) the
product of (i) the Base Rate plus one percent minus the
Net Finance Charge Portfolio Yield divided by the Annual
Portfolio Turnover Rate and (ii) the Floating Allocation
Percentage exceeds (b) zero; provided, however, that the
Series Discount Factor shall not exceed 4.0%.
"Series Servicing Fee Percentage" shall mean
2.00%.
"Shared Principal Collections" shall mean, as
the context requires, either (a) the amount allocated to
the Series 1996-1 Investor Certificates which, in accor-
dance with subsection 4.09(c)(v) of the Agreement, may be
applied to Principal Shortfalls with respect to other
outstanding Series or (b) the amounts allocated to the
investor certificates of other Series which the applica-
ble Supplements for such Series specify are to be treated
as "Shared Principal Collections" and which may be
applied to cover Principal Shortfalls with respect to the
Series 1996-1 Investor Certificates.
"Special Payment Date" shall mean each Distribution
Date following the Monthly Period in which a Pay
Out Event occurs with respect to an Early Amortization
Period and each Distribution Date following the Class A
Expected Final Payment Date.
"Total Finance Charge Collections" shall mean
with respect to a Series and any Business Day the sum of
(i)(a) prior to the Pay Out Commencement Date, the product
of the Floating Allocation Percentage for such Series
and the amount of Finance Charge Collections for such
Business Day or (b) on and after the Pay Out Commencement
Date, the product of the Fixed/Floating Allocation
Percentage for such Series and the amount of Finance Charge
Collections for such Business Day, plus on and after the
occurrence of and during the continuance of a Discount
Trigger Event (ii) the lesser of (a) the sum of (x) the
product of the Discount Allocation Percentage for such
Series and the Discount Amount for such Business Day and
(y) the Carryover Discount Amount for such Series for
such Business Day and (b) the product of, during the
Revolving Period, the Floating Allocation Percentage for
such Series and, during the Accumulation Period or Early
Amortization Period, the Fixed/Floating Allocation
Percentage for such Series and the amount of Principal
Collections for such Business Day.
"Transferor Finance Charge Collections" shall
mean on any Business Day the product of (i) the Finance
Charge Collections, (ii) the Transferor Percentage and
(iii) the Series Allocation Percentage in each case for
such Business Day.
"Transferor Subordination Amount" shall mean
$3,900,000, less the aggregate amount of Collections
applied pursuant to subsection 4.10(c) of the Agreement or
any portion of the Transferor Interest reduced pursuant
to subsection 4.13(c) of the Agreement.
Section 1.3. Reassignment and Transfer Terms.
(a) The Series 1996-1 Certificates shall be subject to
termination by the Transferor at its option, in accor-
dance with the terms specified in subsection 12.02(a) of
the Agreement, in the following circumstances: (i) on any
Distribution Date on or after the Distribution Date on
which the Invested Amount is reduced to an amount less
than or equal to 10% of the Initial Invested Amount or
(ii) on the second Distribution Date following the Class
A Expected Final Payment Date. The deposit required in
connection with any such termination and final distribu-
tion shall be equal to the Invested Amount plus accrued
and unpaid interest on the Series 1996-1 Certificates
through the day prior to the Distribution Date on which
the final distribution occurs.
(a) In no event shall the Class C Certificates or
any interest therein be transferred, sold, exchanged,
pledged, participated or otherwise assigned hereunder, in
whole or in part, unless the Transferor shall have consented
in writing to such transfer and unless the Trustee
shall have received (1) confirmation in writing from each
Rating Agency that such transfer will not result in a
lowering or withdrawal of its then-existing rating of any
Series of Investor Certificates, and (2) an Opinion of
Counsel that such transfer does not (i) adversely affect
the conclusions reached in any of the federal income tax
opinions dated the applicable Closing Date issued in
connection with the original issuance of any Series of
Investor Certificates or (ii) result in a taxable event
to the holders of any such Series.
(b) Each Class B Certificateholder, by accepting
and holding such Class B Certificate or interest therein,
will be deemed to have represented and warranted that it
is not (i) an employee benefit plan (as defined in Section
3(3) of ERISA) that is subject to the provisions of
Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Code, or (iii) any entity whose under
lying assets include plan assets by reason of a plan's
investment in the entity.
Section 1.4. Delivery and Payment for the Series 1996-
1 Certificates. The Transferor shall execute and deliver
the Series 1996-1 Certificates to the Trustee for authen-
tication in accordance with Section 6.01 of the
Agreement. The Trustee shall deliver the Series 1996-1
Certificates to or upon the order of the Transferor when
authenticated in accordance with Section 6.02 of the
Agreement.
Section 1.5. Depositary; Form of Delivery of Series
1996-1 Certificates. (a) The Class A Certificates and
the Class B Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.01 and 6.10 of the
Agreement.
(a) The Depositary for the Class A Certificates
and the Class B Certificates shall be The Depository Trust
Company, and the Class A Certificates and the Class B
Certificates shall be initially registered in the name of
Cede & Co., its nominee.
(b) The Class C Certificates shall be delivered
as Definitive Certificates as provided in Section 6.01 of
the Agreement.
Section 1.6. Article IV of Agreement. Sections 4.01,
4.02 and 4.03 of the Agreement shall read in their
entirety as provided in the Agreement. The remainder of
Article IV of the Agreement shall read in its entirety as
follows and shall be applicable only to the Series 1996-1
Certificates:
III.
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders.
The Series 1996-1 Certificates shall represent undivided
interests in the Trust, consisting of the right to re-
ceive, to the extent necessary to make the required
payments with respect to such Series 1996-1 Certificates
at the times and in the amounts specified in this Agree-
ment, (a) the Floating Allocation Percentage and
Fixed/Floating Allocation Percentage (as applicable from
time to time) of Collections received with respect to the
Receivables and (b) funds allocable to the Series 1996-1
Certificates on deposit in the Collection Account, the
Excess Funding Account, the Principal Funding Account,
the Interest Funding Account, the Principal Account and
the Distribution Account (for such Series, the "Series
1996-1 Certificateholders' Interest"). The Class B
Invested Amount and the Class C Invested Amount shall be
subordinated to the Class A Certificates and the Class C
Invested Amount shall be subordinated to the Class B
Certificates, in each case to the extent provided in this
Article IV. The Class B Certificates will not have the
right to receive payments of principal until the Class A
Invested Amount has been paid in full. The Class C
Certificates will not have right to receive payments of
principal until the Class B Invested Amount has been paid
in full. The Exchangeable Transferor Certificate shall
not represent any interest in the Collection Account, the
Excess Funding Account, the Principal Funding Account,
the Interest Funding Account, the Principal Account or
the Distribution Account, except as specifically provided
in this Article IV.
SECTION 4.05. Collections and Allocation.
(a) Collections. The Servicer will apply or will
instruct the Trustee to apply all funds on deposit in the
Collection Account, the Excess Funding Account, the
Principal Funding Account, the Interest Funding Account,
the Principal Account or the Distribution Account allocable
to the Series 1996-1 Certificates as described in
this Article IV.
(b) Allocation of Collections. The Servicer shall
apply all Collections allocated to the Series 1996-1
Certificates on the basis of the allocation of Total
Finance Charge Collections and Net Principal Collections
specified in the Agreement.
(c) Payments to the Holder of the Exchangeable
Transferor Certificate. On each Business Day, the Servicer
shall determine whether a Pay Out Event is deemed to have
occurred with respect to the Series 1996-1 Certificates,
and the Servicer shall allocate Collections in accordance
with the Daily Report with respect to such Business Day
to the Holder of the Exchangeable Transferor Certificate
as follows:
(i) For each Business Day (unless otherwise specified
herein) with respect to the Revolving Period, in addition
to amounts allocated to the Holder of the Exchangeable
Transferor Certificate pursuant to subsection 4.03(b) of
the Agreement, an amount equal to (x) Net Principal
Collections, minus (y) to the extent that any other
Series is outstanding and in its Amortization Period, an
amount not to exceed the Net Principal Collections
required to be applied as Shared Principal Collections
with respect to the related Distribution Date; provided,
however, that such amounts will be paid to the Holder of
the Exchangeable Transferor Certificate subject to the
obligation of the Transferor to cause to be deposited in
the Collection Account on each Transfer Date an amount
equal to the Reallocated Principal Collections for the
preceding Monthly Period for application in accordance
with Section 4.15 of the Agreement.
(ii) For each Business Day with respect to the
Accumulation Period on which the amount on deposit in the
Principal Funding Account exceeds the Controlled Deposit Amount
for the related Distribution Date, in addition to amounts
allocated to the Holder of the Exchangeable Transferor
Certificate pursuant to subsection 4.03(b) of the Agree-
ment on or prior to the Class B Principal Payment Commencement
Date, an amount equal to (x) the Net Principal
Collections, minus (y) to the extent that any other
Series is outstanding and in its Amortization Period, an
amount not to exceed the Net Principal Collections required
to be applied as Shared Principal Collections with
respect to the related Distribution Date; provided,
however, that such amounts will be paid to the Holder of
the Exchangeable Transferor Certificate subject to the
obligation of the Transferor to cause to be deposited in
the Collection Account on each Transfer Date an amount
equal to the Reallocated Principal Collections for the
preceding Monthly Period for application in accordance
with Section 4.15 of the Agreement.
(iii) For each Business Day and each Determination
Date on and after the Class B Principal Payment Commence
ment Date and with respect to the Early Amortization
Period, the amount of payments made to the Holder of the
Exchangeable Transferor Certificate shall be determined
only as provided in subsection 4.03(b) of the Agreement.
Notwithstanding the foregoing and subsection
4.03(b) of the Agreement, on each Business Day to the
extent of any shortfall in the amount of Total Finance
Charge Collections allocable to each Series due to the
accumulation of cash in the Principal Funding Account and
the Excess Funding Account, the Servicer shall apply
Transferor Finance Charge Collections in accordance with
Section 4.10 of the Agreement.
Notwithstanding the foregoing, amounts payable
to the Holder of the Exchangeable Transferor Certificate
pursuant to subsection 4.05(c)(i) or (ii) of the Agree
ment shall instead be deposited in the Excess Funding
Account to the extent necessary to prevent the Transferor
Interest from being less than the Minimum Transferor
Interest.
The allocations to be made pursuant to this
subsection 4.05(c) also apply to deposits into the
Collection Account that are treated as Collections, including
Adjustment Payments, payment of the reassignment
price pursuant to Section 2.04(d) of the Agreement and
proceeds from the sale, disposition or liquidation of the
Receivables pursuant to Section 9.02, 10.02, 12.01 or
12.02 of the Agreement and Section 1.3 of this Series
Supplement. Such deposits to be treated as Collections
will be allocated as Finance Charge Receivables or
Principal Receivables as provided in the Agreement.
SECTION 4.06. Determination of Monthly Interest
for the Series 1996-1 Certificates. (a) The amount of monthly
interest (for the Series 1996-1 Certificates, the "Class A
Monthly Interest") allocable to the Class A Certificates of
the Series 1996-1 Certificates with respect to any Interest
Accrual Period shall be an amount equal to one-twelfth of
the product of (i) the Class A Certificate Rate and (ii)
the principal balance of the Class A Certificates as of
the close of business on the last day of the preceding
Monthly Period; provided, however, that interest for the
first Distribution Date will include interest at the
Class A Certificate Rate from the Closing Date through
June 14, 1996 (calculated as though there were only 30
days in May).
On the Determination Date preceding each Distri-
bution Date, the Servicer shall determine an amount (the
"Class A Interest Shortfall") equal to the excess, if
any, of (x) the aggregate Class A Monthly Interest for
the Interest Accrual Period applicable to the Distribu-
tion Date over (y) the amount available to be paid to the
Class A Certificateholders in respect of interest on such
Distribution Date. If there is a Class A Interest Short
fall with respect to any Distribution Date, an additional
amount ("Class A Additional Interest") shall be payable
as provided herein with respect to the Class A Certifi-
cates on each Distribution Date following such Distribution
Date to and including the Distribution Date on which
such Class A Interest Shortfall is paid to Class A Certi-
ficateholders equal to one-twelfth of the product of (i)
the Class A Certificate Rate plus 2% per annum and (ii)
such Class A Interest Shortfall. Notwithstanding any
thing to the contrary herein, Class A Additional Interest
shall be payable or distributed to Class A Certificate
holders only to the extent permitted by applicable law.
(b) The amount of monthly interest (for the Series
1996-1 Certificates, the "Class B Monthly Interest")
allocable to the Class B Certificates of the Series 1996-
1 Certificates with respect to any Monthly Period shall
be an amount equal to one-twelfth of the product of (i)
the Class B Certificate Rate and (ii) the Class B Invest-
ed Amount as of the close of business on the last day of
the preceding Monthly Period; provided, however, that
interest for the first Distribution Date will include
interest at the Class B Certificate Rate from the Closing
Date through June 14, 1996 (calculated as though there
were only 30 days in May).
On the Determination Date preceding each Distri-
bution Date, the Servicer shall determine an amount (the
"Class B Interest Shortfall") equal to the excess, if
any, of (x) the aggregate Class B Monthly Interest for
the Interest Accrual Period applicable to the Distribu-
tion Date over (y) the amount available to be paid to the
Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Short
fall with respect to any Distribution Date, an additional
amount ("Class B Additional Interest") shall be payable
as provided herein with respect to the Class B Certifi-
cates on each Distribution Date following such Distribution
Date to and including the Distribution Date on which
such Class B Interest Shortfall is paid to Class B Certi-
ficateholders equal to one-twelfth of the product of (i)
the Class B Certificate Rate plus 2% per annum and (ii)
such Class B Interest Shortfall. Notwithstanding any
thing to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificate
holders only to the extent permitted by applicable law.
(c) The amount of monthly interest (for the Series
1996-1 Certificates, the "Class C Monthly Interest")
allocable to the Class C Certificates of the Series 1996-
1 Certificates with respect to any Monthly Period shall
be an amount equal to one-twelfth of the product of (i)
the Class C Certificate Rate and (ii) the principal
balance of the Class C Certificates as of the close of
business on the last day of the preceding Monthly Period;
provided, however, that interest for the first Distribution
Date will include interest at the Class C Certificate
Rate from the Closing Date through June 14, 1996
(calculated as though there were only 30 days in May).
On the Determination Date preceding each Distri-
bution Date, the Servicer shall determine an amount (the
"Class C Interest Shortfall") equal to the excess, if
any, of (x) the aggregate Class C Monthly Interest for
the Interest Accrual Period applicable to the Distribu-
tion Date over (y) the amount available to be paid to the
Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Short
fall with respect to any Distribution Date, an additional
amount ("Class C Additional Interest") shall be payable
as provided herein with respect to the Class C Certifi-
cates on each Distribution Date following such Distribution
Date to and including the Distribution Date on which
such Class C Interest Shortfall is paid to Class C Certi-
ficateholders equal to one-twelfth of the product of (i)
the Class C Certificate Rate and (ii) such Class C Interest
Shortfall. Notwithstanding anything to the contrary
herein, Class C Additional Interest shall be payable or
distributed to Class C Certificateholders only to the
extent permitted by applicable law.
SECTION 4.07. Determination of Monthly Principal
(a) The amount of monthly principal (for the
Series 1996-1 Certificates, the "Class A Monthly Princi-
pal") allocable to the Class A Certificates on each
Distribution Date following the Amortization Period
Commencement Date shall be equal to an amount calculated
as follows: the sum of (i) an amount equal to the aggre-
gate Net Principal Collections with respect to the related
Monthly Period minus the aggregate amount of Reallo-
cated Principal Collections for the related Monthly
Period, (ii) any amount on deposit in the Excess Funding
Account allocated to the Investor Certificates on such
Distribution Date, and (iii) the amount allocated to the
Class A Certificateholders pursuant to subsections
4.09(a)(iv), (v), (vii) and (ix) of the Agreement with re-
spect to such Distribution Date; provided, however, that
for each Distribution Date with respect to the Accumula-
tion Period (unless and until a Pay Out Event shall have
occurred), Class A Monthly Principal shall not exceed the
Controlled Deposit Amount for such Distribution Date; and
provided, further, that with respect to any Distribution
Date, Class A Monthly Principal may not exceed the Class
A Adjusted Invested Amount; provided, further, that with
respect to the Scheduled Series 1996-1 Termination Date,
the Class A Monthly Principal shall be an amount equal to
the Class A Invested Amount.
(b) The amount of monthly principal (for the
Series 1996-1 Certificates, the "Class B Monthly Princi-
pal") distributable from the Distribution Account with
respect to the Class B Certificates on each Distribution
Date, beginning with the Class B Principal Payment Com-
mencement Date, shall be an amount equal to and calculated
as follows: the sum of (i) an amount equal to the
aggregate Net Principal Collections with respect to the
related Monthly Period minus the amount thereof paid to
the Class A Certificateholders pursuant to Section
4.12(a) of the Agreement, if any and minus the aggregate
amount of Reallocated Principal Collections for the
related Monthly Period, (ii) any amount on deposit in the
Excess Funding Account allocated to the Class B Certifi-
cates on such Distribution Date, and (iii) the amount, if
any, allocated to the Class B Certificates pursuant to
subsections 4.09(a)(iv), (vii) and (ix) of the Agreement
with respect to such Distribution Date; provided, however,
that with respect to the Scheduled Series 1996-1
Termination Date, the Class B Monthly Principal shall be
an amount equal to the Class B Invested Amount.
(c) The amount of monthly principal (for the Series
1996-1 Certificates, the "Class C Monthly Principal")
distributable from the Distribution Account with respect
to the Class C Certificates on each Distribution Date,
beginning with the Class C Principal Payment Commencement
Date, shall be an amount equal to and calculated as
follows: the sum of (i) an amount equal to the aggregate
Net Principal Collections with respect to the related
Monthly Period minus the amount thereof paid to the Class
B Certificateholders pursuant to Section 4.12(b) of the
Agreement, if any, and minus the aggregate amount of
Reallocated Principal Collections for the related Monthly
Period, (ii) any amount on deposit in the Excess Funding
Account allocated to the Class C Certificates on such
Distribution Date, and (iii) the amount, if any, allocated
to the Class C Certificates pursuant to subsections
4.09(a)(iv) and (ix) of the Agreement with respect to
such Distribution Date; provided, however, that with
respect to the Scheduled Series 1996-1 Termination Date,
the Class C Monthly Principal shall be an amount equal to
the Class C Invested Amount.
SECTION 4.08. Establishment of the Principal Funding
Account for the Certificates. (a) The Trustee, for the benefit
of the holders of the Series 1996-1 Certificates, shall
establish and maintain or cause to be established and
maintained in the name of the Trustee, on behalf of the
Trust, with a Qualified Institution (which initially
shall be Chemical Bank) a segregated trust account (the
"Principal Funding Account"), bearing a designation
clearly indicating that the funds deposited therein are
held for the benefit of the holders of the Series 1996-1
Certificates. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in
the Principal Funding Account and in all proceeds
thereof. Except as provided in subsection 4.08(b) of the
Agreement, the Principal Funding Account shall be under
the sole dominion and control of the Trustee for the
benefit of the holders of the Series 1996-1 Certificates.
If, at any time, the institution holding the Principal
Funding Account ceases to be a Qualified Institution, the
Trustee (or the Servicer on its behalf) shall within five
Business Days establish a new Principal Funding Account
meeting the conditions specified above with a Qualified
Institution, transfer any cash and/or any investments to
such new Principal Funding Account and from the date such
new Principal Funding Account is established, it shall
be, for the Certificates, the "Principal Funding Account."
(b) On each Distribution Date with respect to the
Accumulation Period and any Special Payment Date, the
Servicer shall withdraw from the Principal Funding Account
and deposit in the Collection Account all interest
and other investment income (net of losses and investment
expenses) on funds then on deposit in the Principal
Funding Account. Investment income (including reinvested
interest) on funds deposited in the Principal Funding
Account and invested pursuant to subsection 4.08(c) of
the Agreement shall not be considered to be principal
amounts on deposit in the Principal Funding Account for
purposes hereof. Funds on deposit in the Principal
Funding Account prior to the Class A Expected Final Pay
ment Date shall be invested by the Transferor (or, at the
direction of the Transferor, by the Servicer or the
Trustee on behalf of the Transferor) in Cash Equivalents.
Any such investment shall (i) mature and such funds shall
be made available for withdrawal on or prior to the next
Distribution Date and (ii) shall be held until maturity;
provided, however, that the Transferor (or, at the direc-
tion of the Transferor, the Servicer or the Trustee on
behalf of the Transferor) may sell an investment that is
no longer a Cash Equivalent prior to its maturity. Any
request to the Trustee from either the Transferor or the
Servicer to invest funds on deposit in the Principal
Funding Account shall be in writing and shall certify
that the requested investment is a Cash Equivalent which
matures at or prior to the time required hereby.
(c) Pursuant to the authority granted to the Servicer
in subsection 3.01(b) of the Agreement, the Servicer
shall have the power, revocable by the Trustee, to make
withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Principal Funding
Account for the purposes of carrying out of the
Servicer's or Trustee's duties hereunder. Pursuant to
the authority granted to the Paying Agent in Sections
5.01 and 6.06 of the Agreement, the Paying Agent shall
have the power, revocable by the Trustee, to withdraw
funds from the Principal Funding Account for the purpose
of making distributions to the Certificateholders.
SECTION 4.09. Application of Funds on Deposit in the
Collection Account for the Certificates. (a) On each Business
Day, the Servicer shall deliver to the Trustee a Daily Report in
which it shall instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions, shall
withdraw, to the extent of Total Finance Charge
Collections plus any investment earnings on amounts on
deposit in the Principal Funding Account deposited in the
Collection Account pursuant to subsection 4.08(b) of the
Agreement (the "Available Series 1996-1 Finance Charge
Collections"), the amounts required to be withdrawn from
the Collection Account pursuant to subsections 4.09(a)(i)
through 4.09(a)(x) of the Agreement.
(i) Class A Monthly Interest. On each Business Day
during a Monthly Period, the Trustee, acting in
accordance with instructions from the Servicer, shall
withdraw from the Collection Account and deposit into the
Interest Funding Account for distribution on the next
Distribution Date to the Class A Certificateholders, to
the extent of the Available Series 1996-1 Finance Charge
Collections for such Business Day, an amount equal to the
lesser of (x) the Available Series 1996-1 Finance Charge
Collections and (y) the excess of (1) the sum of (A) the
Class A Monthly Interest and (B) Carryover Class A Month
ly Interest over (2) any amounts with respect thereto
previously deposited into the Interest Funding Account on
any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, Carry
over Class A Monthly Interest shall be payable or dis-
tributable to Class A Certificateholders only to the
extent permitted by applicable law.
(ii) Class B Monthly Interest. On each Business Day
during a Monthly Period, the Trustee, acting in
accordance with instructions from the Servicer, shall
withdraw from the Collection Account and deposit into the
Interest Funding Account for distribution on the next
Distribution Date to the Class B Certificateholders, to
the extent of any Available Series 1996-1 Finance Charge
Collections remaining after giving effect to the with
drawal pursuant to subsection 4.09(a)(i) of the Agree-
ment, an amount equal to the lesser of (x) any such re-
maining Available Series 1996-1 Finance Charge Collections
and (y) the excess of (1) the sum of (A) the Class
B Monthly Interest and (B) Carryover Class B Monthly
Interest over (2) any amounts with respect thereto previ-
ously deposited into the Interest Funding Account on any
prior Business Day during such Monthly Period. Notwith-
standing anything to the contrary herein, Carryover Class
B Monthly Interest shall be payable or distributable to
Class B Certificateholders only to the extent permitted
by applicable law.
(iii) Investor Monthly Servicing Fee.
On each Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Servicer, to the
extent of any Available Series 1996-1 Finance Charge
Collections remaining after giving effect to the with
drawals pursuant to subsections 4.09(a)(i) and (ii) of
the Agreement, an amount equal to the lesser of (x) any
such remaining Available Series 1996-1 Finance Charge
Collections and (y) the excess of (i) the Monthly Servicing
Fee for such Monthly Period over (ii) any amounts
with respect thereto previously distributed to the
Servicer during such Monthly Period.
(iv) Investor Default Amount. On each Business
Day, the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collection
Account, to the extent of any Available Series 1996-1
Finance Charge Collections remaining after giving effect
to the withdrawals pursuant to subsections 4.09(a)(i)
through (iii) of the Agreement, an amount equal to the
lesser of (x) any such remaining Available Series 1996-1
Finance Charge Collections and (y) the sum of (1) the
aggregate Investor Default Amount for such Business Day
plus (2) the unpaid Investor Default Amount for any
previous Business Day during such Monthly Period, which
amount will (i) during the Revolving Period, be treated
as Shared Principal Collections, (ii) during the Accumula-
tion Period or Early Amortization Period, on or prior to
the Class B Principal Payment Commencement Date, be
deposited in the Principal Funding Account for payment to
the Class A Certificateholders, (iii) during the Accumu-
lation Period or Early Amortization Period, on and after
the Class B Principal Payment Commencement Date and on or
prior to the Class C Principal Payment Commencement Date,
be deposited in the Principal Account for payment to the
Class B Certificateholders, and (iv) during the Accumula-
tion Period or Early Amortization Period, on and after
the Class C Principal Payment Commencement Date, be
deposited in the Principal Account for payment to the
Class C Certificateholders.
(v) Reimbursement of Class A Investor Charge-Offs.
On each Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the
Collection Account, to the extent of any Available Series
1996-1 Finance Charge Collections remaining after giving
effect to the withdrawals pursuant to subsections
4.09(a)(i) through (iv) of the Agreement, an amount equal
to the lesser of (x) any such remaining Available Series
1996-1 Finance Charge Collections and (y) the
unreimbursed Class A Investor Charge-Offs, such amount to
be treated as Shared Principal Collections during the
Revolving Period, and to the extent included in Class A
Monthly Principal, deposited in the Principal Funding
Account during the Accumulation Period and in the Princi-
pal Account during any Early Amortization Period for
distribution to the Class A Certificateholders on the
next Distribution Date.
(vi) Unpaid Class B Interest. On each Business Day,
the Trustee, acting in accordance with the instructions
from the Servicer, shall withdraw from the Collection
Account and deposit in the Interest Funding Account for
distribution to the Class B Certificateholders on the
next Distribution Date, to the extent of any Available
Series 1996-1 Finance Charge Collections remaining after
giving effect to the withdrawals pursuant to subsections
4.09(a)(i) through (v) of the Agreement, an amount equal
to the lesser of (x) any such remaining Available Series
1996-1 Finance Charge Collections and (y) the sum of (1)
the amount of interest which has accrued with respect to
the outstanding aggregate principal amount of the Class B
Certificates at the Class B Certificate Rate but which
has not been deposited into the Interest Funding Account
or paid to the Class B Certificateholders and (2) any
additional interest at the Class B Certificate Rate plus
2% with respect to such interest amounts that were due
but not paid to Class B Certificateholders in any previ-
ous Monthly Period.
(vii) Reimbursement of Class B Investor Charge-
Offs and Reallocated Class B Principal Collections. On each
Business Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the
Collection Account, to the extent of any Available Series
1996-1 Finance Charge Collections remaining after giving
effect to the withdrawals pursuant to subsections
4.09(a)(i) through (vi) of the Agreement, an amount equal
to the lesser of (x) any such remaining Available Series
1996-1 Finance Charge Collections and (y) the
unreimbursed Class B Investor Charge-Offs and reductions
of the Class B Invested Amount due to Reallocated Class B
Principal Collections, if any, such amount to be treated
as Shared Principal Collections during the Revolving
Period, and deposited (i) in the Principal Funding Account
during the Accumulation Period and in the Principal
Account during any Early Amortization Period, in each
case for distribution to the Class A Certificateholders,
and (ii) on and after the Class B Principal Payment
Commencement Date, in the Principal Account for payment
to the Class B Certificateholders.
(viii) Class C Monthly Interest. On each
Business Day during a Monthly Period, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw
from the Collection Account and pay to the Class C Certi-
ficateholders, to the extent of any Available Series 1996-
1 Finance Charge Collections remaining after giving
effect to the withdrawal pursuant to subsections
4.09(a)(i) through (vii) of the Agreement, an amount
equal to the lesser of (x) any such remaining Available
Series 1996-1 Finance Charge Collections and (y) the
excess of (1) the sum of (A) the Class C Monthly Interest
and (B) Carryover Class C Monthly Interest over (2) any
amounts with respect thereto previously paid to the Class
C Certificateholders on any prior Business Day during
such Monthly Period. Notwithstanding anything to the
contrary herein, Carryover Class C Monthly Interest shall
be payable or distributable to Class C Certificateholders
only to the extent permitted by applicable law.
(ix) Reimbursement of Class C Investor Charge-Offs
and Reallocated Principal Collections. On each Business Day,
the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Collection Account,
to the extent of any Available Series 1996-1 Finance
Charge Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.09(a)(i) through
(viii) of the Agreement, an amount equal to the lesser of
(x) any such remaining Available Series 1996-1 Finance
Charge Collections and (y) the unreimbursed Class C Inves-
tor Charge-Offs and reductions of the Class C Invested
Amount due to Reallocated Principal Collections, if any,
such amount to be treated as Shared Principal Collections
during the Revolving Period, and (i) deposited in the
Principal Funding Account during the Accumulation Period
and in the Principal Account during any Early Amortiza-
tion Period, in each case for distribution to the Class A
Certificateholders, (ii) on and after the Class B
Principal Payment Commencement Date and on or prior to
the Class C Principal Payment Commencement Date, deposit
ed in the Principal Account for payment to the Class B
Certificateholders, and (iii) on and after the Class C
Principal Payment Commencement Date, deposited in the
Principal Account for payment to the Class C Certificate
holders.
(x) Excess Finance Charge Collections. Any amounts
remaining in the Collection Account to the extent of any
Available Series 1996-1 Finance Charge Collections
remaining after giving effect to the withdrawals pursuant
to subsections 4.09(a)(i) through (ix) of the Agreement,
shall be treated as Excess Finance Charge Collections,
and the Servicer shall direct the Trustee in writing on
each Business Day to withdraw such amounts from the
Collection Account and to first make such amounts avail-
able to pay to Certificateholders of other Series to the
extent of shortfalls, if any, in amounts payable to such
certificateholders from Finance Charge Collections allocated
to such other Series, then to pay any unpaid com-
mercially reasonable costs and expenses of a Successor
Servicer, if any, and then pay any remaining Excess
Finance Charge Collections to the Transferor; provided,
however, that on any Business Day during any Early Amor-
tization Period, the Trustee shall deposit any such
remaining Available Series 1996-1 Finance Charge Collec-
tions into the Interest Funding Account and shall add
such funds to the Available Series 1996-1 Finance Charge
Collections on each subsequent Business Day in such
Monthly Period until the last Business Day of the related
Monthly Period, when the aggregate amount of such remain
ing Available Series 1996-1 Finance Charge Collections
shall be distributed as Excess Finance Charge Collections
in accordance with this Section 4.09(a)(x) of the Agree
ment.
(b) For each Business Day during the Revolving Period
the funds on deposit in the Collection Account in an
amount equal to the amount described in subsection
4.05(c)(i)(y) of the Agreement with respect to such Busi-
ness Day will be treated as Shared Principal Collections
and applied, pursuant to the written direction of the
Servicer in the Daily Report for such Business Day, as
provided in Section 4.03(e) of the Agreement.
(c) For each Business Day on and after the
Amortization Period Commencement Date, the remaining
funds on deposit in the Collection Account with respect
to such Business Day will be distributed pursuant to the
written direction of the Servicer in the Daily Report for
such Business Day in the following priority:
(i) prior to the commencement of the Early
Amortization Period and the Class B Principal Payment Com-
mencement Date, (x) an amount equal to the lesser of (1)
the sum of (A) an amount equal to the Net Principal
Collections in the Collection Account at the end of the
preceding Business Day, (B) any amount on deposit in the
Excess Funding Account allocated to the Investor Certifi-
cates on such Business Day, and (C) amounts to be paid
pursuant to subsections 4.09(a)(iv), (v), (vii) and (ix)
of the Agreement on such Business Day, plus the amount of
Shared Principal Collections allocated to the Series 1996-
1 Certificates in accordance with Section 4.14 of the
Agreement, and (2) the excess of the Controlled Deposit
Amount for the related Distribution Date over the amount
on deposit in the Principal Funding Account, will be
deposited into the Principal Funding Account; (y) on any
Business Day when the amount on deposit in the Principal
Funding Account equals or exceeds the Controlled Deposit
Amount for the related Distribution Date, the balance of
any such remaining funds on deposit in the Collection
Account will be treated as Shared Principal Collections
and applied as provided in subsection 4.03(e) of the
Agreement;
(ii) after the commencement of the Early Amortization
Period, an amount equal to the sum of (w) an amount equal
to the Net Principal Collections in the Collection Ac-
count at the end of the preceding Business Day, (x) any
amount on deposit in the Excess Funding Account allocated
to the Investor Certificates on such Business Day, (y)
amounts to be paid pursuant to subsections 4.09(a)(iv),
(v), (vii) and (ix) of the Agreement on such Business Day
and (z) the amount of Shared Principal Collections
allocated to the Series 1996-1 Certificates in accordance
with Section 4.14 of the Agreement on such Business Day,
will be deposited into the Principal Account;
(iii) on and after the Class B Principal Payment
Commencement Date, an amount equal to the sum of (w) an
amount equal to the Net Principal Collections in the
Collection Account at the end of the preceding Business
Day (minus the amount thereof paid to the Class A Certifi-
cateholders pursuant to Section 4.12(a) of the Agreement,
if any), (x) any amount on deposit in the Excess Funding
Account allocated to the Class B Certificates on such
Business Day, (y) the amount, if any, allocated to be
paid to the Class B Certificates pursuant to subsections
4.09(a)(iv), (vii) and (ix) of the Agreement with respect
to such Business Day and (z) the amount of Shared Princi-
pal Collections allocated to the Series 1996-1 Certifi-
cates in accordance with Section 4.14 of the Agreement on
such Business Day (such sum, the "Class B Daily Principal
Amount") will be deposited into the Principal Account;
(iv) on and after the Class C Principal Payment
Commencement Date, an amount equal to the sum of (w) an
amount equal to the Net Principal Collections in the
Collection Account at the end of the preceding Business
Day (minus the amount thereof paid to the Class B Certificate-
holders pursuant to Section 4.12(b) of the Agree-
ment), (x) any amount on deposit in the Excess Funding
Account allocated to the Class C Certificates on such
Business Day, (y) the amount, if any, allocated to be
paid to the Class C Certificates pursuant to subsections
4.09(a)(iv) and (ix) of the Agreement with respect to
such Business Day and (z) the amount of Shared Principal
Collections allocated to the Series 1996-1 Certificates
in accordance with Section 4.14 of the Agreement on such
Business Day (such sum, the "Class C Daily Principal
Amount") will be distributed to the Class C Certificate
holders; and
(v) an amount equal to the balance of any such
remaining funds on deposit in the Collection Account will
be treated as Shared Principal Collections and applied as
provided in subsection 4.03(e) of the Agreement;
provided that with respect to the amount distributable
pursuant to clauses (i), (iii) and (iv) above, Shared
Principal Collections shall be available to make such
distributions only to the extent of the Shared Principal
Collections allocated to the Series 1996-1 Certificates.
SECTION 4.10. Coverage of Required Amount for the
Series 1996-1 Certificates.
(a) To the extent that any amounts are on deposit in
the Principal Funding Account or the Excess Funding
Account on any Business Day, the Servicer shall apply
Transferor Finance Charge Collections in an amount equal
to the excess of (x) the product of (a) the Base Rate and
(b) the product of (i) the respective amounts on deposit
in the Excess Funding Account and the Principal Funding
Account and (ii) the number of days elapsed since the
previous Business Day divided by the actual number of
days in such year over (y) the aggregate amount of all
earnings since the previous Business Day available from
the Cash Equivalents in which funds on deposit in the
Excess Funding Account and the Principal Funding Account
are invested in the manner specified for application of
Available Series 1996-1 Finance Charge Collections in
subsection 4.09(a)(i) through (ix) of the Agreement.
(b) To the extent that on any Business Day payments
are being made pursuant to any of subsections 4.09(a)(i)
through (ix) of the Agreement, respectively, and the full
amount to be paid pursuant to any such subsection receiv-
ing payments on such Business Day is not paid in full on
such Business Day, the Servicer shall apply all or a
portion of the Excess Finance Charge Collections of other
Series with respect to such Business Day allocable to the
Series 1996-1 Certificates in an amount equal to the
excess of the full amount to be paid pursuant to the
applicable subsection and the amount applied with respect
thereto from Available Series 1996-1 Finance Charge
Collections and Transferor Finance Charge Collections on
such Business Day (the "Required Amount"). Excess Finance
Collections allocated to the Series 1996-1 Certifi-
cates for any Business Day shall mean an amount equal to
the product of (x) Excess Finance Charge Collections
available from all other Series for such Business Day and
(y) a fraction, the numerator of which is the Required
Amount for such Business Day and the denominator of which
is the aggregate amount of shortfalls in required amounts
or other amounts to be paid from Total Finance Charge
Collections for all Series for such Business Day.
(c) On and after the Class B Principal Payment
Commencement Date, on each Determination Date, after the
application of Transferor Finance Charge Collections
pursuant to subsection 4.10(a) of the Agreement and
Excess Finance Charge Collections pursuant to subsection
4.10(b) of the Agreement, to the extent of any remaining
shortfall in the aggregate amount allocated (1) pursuant
to subsections 4.09(a)(ii) and (vi) of the Agreement to
pay interest accrued with respect to the outstanding
aggregate principal amount of the Class B Certificates,
(2) pursuant to subsection 4.09(a)(iv) of the Agreement
to Investor Default Amounts, or (3) pursuant to subsec-
tion 4.09(a)(vii) of the Agreement to the reimbursement
of Class B Investor Charge-Offs, Principal Collections
allocated to the holder of the Exchangeable Transferor
Certificate pursuant to subsections 4.03(b) and (e) of
the Agreement and subsection 4.05(c) of the Agreement and
Finance Charge Collections allocated to the holder of the
Exchangeable Transferor Certificate pursuant to subsec-
tion 4.03(b) of the Agreement, in an amount not to exceed
the least of the Transferor Subordination Amount, the
Transferor Interest and the amount of such shortfall on
such Determination Date, shall be treated as Available
Series 1996-1 Finance Charge Collections and shall (x) to
the extent of any shortfall pursuant to subsections
4.09(a)(ii) and (vi) of the Agreement, be deposited in
the Distribution Account for payment to the Class B
Certificateholders on the related Distribution Date and
(y) to the extent of any shortfall pursuant to subsec-
tions 4.09(a)(iv) and (vii) of the Agreement, be applied
as described in such subsections.
SECTION 4.11. Payment of Certificate Interest. On
each Transfer Date, the Trustee, acting in accordance
with instructions from the Servicer set forth in the
Daily Report for such day, shall withdraw the amount on
deposit in the Interest Funding Account with respect to
the prior Monthly Period allocable to the Series 1996-1
Certificates and deposit such amount in the Distribution
Account. On each Distribution Date, the Paying Agent
shall pay in accordance with Section 5.01 of the Agree-
ment to (x) the Class A Certificateholders from the
Distribution Account such amount deposited into the
Distribution Account on the related Transfer Date alloca-
ble thereto pursuant to subsection 4.09(a)(i) of the
Agreement and (y) the Class B Certificateholders from the
Distribution Account the amount deposited into the Dis-
tribution Account allocable thereto pursuant to subsec-
tions 4.09(a)(ii) and (vi) of the Agreement.
SECTION 4.12. Payment of Certificate Principal. (a)
On the Transfer Date preceding each Special Payment Date
and the Class A Expected Final Payment Date, the Trustee,
acting in accordance with instructions from the Servicer
set forth in the Daily Report for such day, shall with
draw from the Principal Funding Account or, after the
occurrence of a Pay Out Event, the Principal Account and
deposit in the Distribution Account an amount equal to
the lesser of (i) the Class A Invested Amount and (ii)
the amount on deposit in the Principal Funding Account
(other than any investment earnings on such amounts) or
the amount on deposit in the Principal Account allocable
to the Series 1996-1 Certificates. On the Class A Ex-
pected Final Payment Date and each Special Payment Date,
the Paying Agent shall pay in accordance with Section
5.01 of the Agreement to the Class A Certificateholders
from the Distribution Account such amount deposited into
the Distribution Account on the related Transfer Date.
(b) On the Transfer Date preceding the Class B
Principal Payment Commencement Date and each Distribution
Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily
Report for such day, shall withdraw from the Principal
Account and deposit in the Distribution Account an amount
equal to the lesser of the Class B Invested Amount and
the amount on deposit in the Principal Account allocable
to the Series 1996-1 Certificates. On the Class B Prin-
cipal Payment Commencement Date, after the payment of any
principal amounts to the Class A Certificates on such
day, and on each Distribution Date thereafter until the
Class B Invested Amount is paid in full, the Paying Agent
shall pay in accordance with Section 5.01 of the Agree-
ment to the Class B Certificateholders from the Distribution
Account such amount deposited into the Distribution
Account on the related Transfer Date.
(c) On the Transfer Date preceding the Class C
Principal Payment Commencement Date and each Distribution
Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily
Report for such day, shall make payments of principal to
the Class C Certificateholder in accordance with Subsec-
tion 4.09(c)(iv) of the Agreement.
Any amounts remaining in the Principal Account
and allocable to the Series 1996-1 Certificates, after
the Class C Invested Amount has been paid in full, will
be treated as Shared Principal Collections and applied in
accordance with Section 4.03(e) of the Agreement.
SECTION 4.13. Investor Charge-Offs. (a) If, on any
Determination Date, the aggregate Investor Default
Amount, if any, for each Business Day in the preceding
Monthly Period exceeded the Available Series 1996-1
Finance Charge Collections applied to the payment thereof
pursuant to subsection 4.09(a)(iv) of the Agreement and
the amount of Transferor Finance Charge Collections
applied to the payment thereof and Excess Finance Charge
Collections and, on and after the Class B Principal
Payment Commencement Date, Transferor Subordination
Amount allocated thereto pursuant to subsection 4.10 of
the Agreement, the Class C Invested Amount will be re-
duced by the amount by which such aggregate Investor
Default Amount exceeds the amount applied with respect
thereto during such preceding Monthly Period (the "Class
C Investor Charge-Offs").
(b) In the event that the amount of such excess is
greater than the Class C Invested Amount, the Class C In
vested Amount will be reduced to zero, and, prior to the
Class B Principal Payment Commencement Date, the Class B
Invested Amount will be reduced by the amount of the
remaining excess, but not more than the aggregate
Investor Default Amount for such Monthly Period.
(c) On and after the Class B Principal Payment
Commencement Date in the event that the amount of the
excess described in subsection 4.13(a) above is greater
than the Class C Invested Amount, the Class C Invested
Amount will be reduced to zero, and the Transferor Subor-
dination Amount will be reduced by the amount of the
remaining excess, but not more than the aggregate Inves-
tor Default Amount for such Monthly Period. In the event
that the amount of such excess is greater than the Trans-
feror Subordination Amount, the Transferor Subordination
Amount shall be reduced to zero, and the Class B Invested
Amount will be reduced by the amount of the remaining
excess, but not more than the aggregate Investor Default
Amount for such Monthly Period (such reduction and any
reduction pursuant to subsection 4.13(b) above, a "Class
B Investor Charge-Off").
(d) In the event that the amount of such excess
applied against the Class B Invested Amount is greater
than the Class B Invested Amount, the Class B Invested
Amount will be reduced to zero, and the Class A Invested
Amount will be reduced by the amount or the remaining
excess, but not more than the aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor
Charge-Off"). To the extent that on any subsequent
Business Day there is a positive balance of Available
Series 1996-1 Finance Charge Collections after giving
effect to subsections 4.09(a)(i) through (iv) of the
Agreement, the Servicer will apply such excess Finance
Charge Collections as provided in subsection 4.09(a)(v)
of the Agreement to reimburse the aggregate amount of
Class A Investor Charge-Offs not previously reimbursed,
up to the amount so available.
(e) To the extent that on any Determination Date there
is a positive balance of the Available Series 1996-1
Finance Charge Collections after giving effect to
allocations and distributions pursuant to subsections
4.09(a)(i) through (vi) of the Agreement, the Servicer
will apply such excess Finance Charge Collections as
provided in subsection 4.09(a)(vii) of the Agreement to
reimburse the aggregate amount of Class B Investor Charge-
Offs not previously reimbursed, up to the amount so
available.
(f) To the extent that on any Determination Date there
is a positive balance of the Available Series 1996-1
Finance Charge Collections after giving effect to
allocations and distributions pursuant to subsections
4.09(a)(i) through (viii) of the Agreement, the Servicer
will apply such excess Finance Charge Collections as
provided in subsection 4.09(a)(ix) of the Agreement to
reimburse the aggregate amount of Class C Investor Charge-
Offs not previously reimbursed, up to the amount so
available.
SECTION 4.14. Shared Principal Collections. Shared
Principal Collections allocated to the Series 1996-1
Certificates for any Business Day with respect to the
Accumulation Period shall mean an amount equal to the
product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the
numerator of which is the Principal Shortfall for the
Series 1996-1 Certificates for such Business Day and the
denominator of which is the aggregate amount of Principal
Shortfalls for all Series for such Business Day. For any
Business Day with respect to the Revolving Period, Shared
Principal Collections allocated to the Series 1996-1
Certificates shall be zero.
SECTION 4.15. Reallocated Principal Collections for
the Series 1996-1 Certificates. (a) On each
Determination Date, the Servicer will determine the Class
A Required Amount and the Class B Required Amount. On
each Determination Date on which there is a positive
Class A Required Amount or Class B Required Amount, the
Servicer will determine an amount equal to the lesser of
(i) the Class C Invested Amount, (ii) the product of
(x)(I) during the Revolving Period, the Class C Floating
Allocation Percentage and (II) during an Amortization
Period, the Class C Fixed/Floating Allocation Percentage
and (y) the amount of Principal Collections with respect
to the preceding Monthly Period and (iii) an amount equal
to the sum of (a) the Class A Required Amount for the
preceding Monthly Period and (b) the Class B Required
Amount for the preceding Monthly Period (such amount
being "Reallocated Class C Principal Collections") and on
each Transfer Date the Servicer shall apply Principal Col-
lections in an amount equal to such amount from amounts
available therefor in the Principal Account or made
available by the Transferor pursuant to Section 4.05(c)
of the Agreement first to the components of the Class A
Required Amount and then to the components of the Class B
Required Amount in the same priority as amounts are
applied to such components from Available Series 1996-1
Finance Charge Collections pursuant to subsection 4.09(a)
of the Agreement.
(B) On each Determination Date on which there is a
positive Class A Required Amount or Class B Required
Amount, the Servicer will apply or cause the Trustee to
apply an amount equal to the lesser of (i) the Class B
Invested Amount, (ii) the product of (x)(I) during the
Revolving Period, the Class B Floating Allocation Per-
centage and (II) during an Amortization Period, the Class
B Fixed/Floating Allocation Percentage and (y) the amount
of Principal Collections with respect to the preceding
Monthly Period and (iii) an amount equal to the excess,
if any, of the Class A Required Amount for the preceding
Monthly Period over the amount of Reallocated Class C
Principal Collections applied with respect thereto for
such Monthly Period (such amount being "Reallocated Class
B Principal Collections") and on each Transfer Date the
Servicer shall apply Principal Collections equal to such
amount from amounts available therefor in the Principal
Account or made available by the Transferor pursuant to
Section 4.05(c) of the Agreement to the remaining compo-
nents of the Class A Required Amount in the same priority
as amounts are applied to such components from Available
Series 1996-1 Finance Charge Collections pursuant to
subsection 4.09(a) of the Agreement.
SECTION 4.16. Accumulation Period. The Accumulation
Period is scheduled to commence on the Accumulation Date;
provided, however, that if the Accumulation Period Length
(determined as described below) on any Determination Date
on or after the July 2000 Determination Date is less than
eight months, upon written notice to the Trustee, the
Transferor and each Rating Agency, the Servicer, at its
option, may elect to modify the date on which the Accumu-
lation Period actually commences to the first day of the
month that is a number of months prior to the month in
which the Class A Expected Final Payment Date occurs at
least equal to the Accumulation Period Length (so that,
as a result of such election, the number of Monthly
Periods in the Accumulation Period will at least equal
the Accumulation Period Length); provided, however, that
(i) the length of the Accumulation Period will not be
less than one month; (ii) such determination of the
Accumulation Period Length shall be made on each Determi-
nation Date on and after the July 2000 Determination Date
but prior to the Commencement of the Accumulation Period,
and any election to shorten the Accumulation Period shall
be subject to the subsequent lengthening of the Accumula-
tion Period to the Accumulation Period Length determined
on any subsequent Determination Date, but the Accumula-
tion Period shall in no event commence prior to the
Accumulation Date, and (iii) notwithstanding any other
provision of the Series 1996-1 Supplement to the con-
trary, no election to postpone the commencement of the
Accumulation Period shall be made after a Pay Out Event
(as defined in the related Supplement) shall have occurred
and be continuing with respect to any other Series.
The "Accumulation Period Length," will mean a
number of months such that the amount available for dis-
tribution of principal on the Class A Certificates on the
Class A Expected Final Payment Date is expected to equal
or exceed the Class A Invested Amount, assuming for this
purpose that (1) the payment rate with respect to Collec-
tions of Principal Receivables remains constant at the
lowest level of such payment rate during the twelve
preceding Monthly Periods (or such lower payment rate as
the Servicer may select), (2) the total amount of Princi-
pal Receivables in the Trust (and the principal amount on
deposit in the Excess Funding Account, if any) remains
constant at the level on such date of determination, (3)
no Pay Out Event with respect to any Series will subse-
quently occur and (4) no additional Series (other than
any Series being issued on such date of determination)
will be subsequently issued. Any notice by the Servicer
electing to modify the commencement of the Accumulation
Period pursuant to this Section 4.16 shall specify (i)
the Accumulation Period Length, (ii) the commencement
date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period
during the Accumulation Period.
SECTION 1.7. 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 1996-1
Certificates:
IV.
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions. (a) On each Distribution
Date, the Paying Agent shall distribute (in accordance with the
Settlement Statement delivered by the Servicer to the Trustee
pursuant to subsection 3.04(c) of the Agreement) to each
Class A Certificateholder of record on the preceding
Record Date (other than as provided in subsection 2.04(d)
or Section 12.03 of the Agreement respecting a final
distribution) such Certificateholder's pro rata share
(based on the aggregate Undivided Interests represented
by Class A Certificates held by such Certificateholder)
of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to
Sections 4.11 and 4.12 of the Agreement by check mailed
to each Class A Certificateholder at such Certificate
holder's address as it appears on the Certificate Regis-
ter or, in the case of Class A Certificateholders holding
Class A Certificates evidencing fractional Undivided
Interests aggregating not less than 80% of the Invested
Amount, by wire transfer, at the expense of such Class A
Certificateholder, to an account or accounts designated
by such Class A Certificateholder by written notice given
to the Paying Agent not less than five days prior to the
related Distribution Date; provided, however, that the
final payment in retirement of the Class A Certificates
will be made only upon presentation and surrender of the
Class A Certificates at the office or offices specified
in the notice of such final distribution delivered by the
Trustee pursuant to Section 12.03 of the Agreement.
(b) On each Distribution Date, the Paying Agent
shall distribute (in accordance with the Settlement
Statement delivered by the Servicer to the Trustee pursu-
ant to subsection 3.04(c) of the Agreement) to each Class
B Certificateholder of record on the preceding Record
Date (other than as provided in subsection 2.04(d) or
Section 12.03 of the Agreement respecting a final distri-
bution) such Certificateholder's pro rata share (based on
the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to
the Class B Certificateholders pursuant to Sections 4.11
and 4.12 of the Agreement by check mailed to each Class B
Certificateholder at such Certificateholder's address as
it appears on the Certificate Register or, in the case of
Class B Certificateholders holding Class B Certificates
evidencing Undivided Interest aggregating not less than
80% of the Invested Amount, by wire transfer, at the
expense of such Class B Certificateholder, to an account
or accounts designated by such Class B Certificateholder
by written notice given to the Paying Agent not less than
five days prior to the related Distribution Date; provid
ed, however, that the final payment in retirement of the
Class B Certificate will be made only upon presentation
and surrender of the Class B Certificates at the office
or offices specified in the notice of such final distribu-
tion delivered by the Trustee pursuant to Section 12.03
of the Agreement.
SECTION 5.02. Month.y Certificateholders' Statement. (a)
On each Distribution Date, the Paying Agent shall forward to
each Certificateholder, Moody's, and Standard & Poor's
a statement substantially in the form of Exhibit C prepared
by the Servicer and delivered to the Trustee and the
paying Agent on the preceding Determination Date
setting forth the following information (which, in
the case of (i), (ii) and (iii) below, shall be stated
on the basis of an original principal amount of $1,000
per Certificate and, in the case of (ix)
and (x), shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000 per
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 Net Principal Collections received
in the Collection Account during the related Monthly
Period and allocated in respect of the Class A
Certificates, the Class B Certificates and the Class C
Certificates, respectively;
(v) the amount of Total Finance Charge Collections
processed during the related Monthly Period and allocated
in respect of the Class A Certificates, the Class B
Certificates and the Class C Certificates, respectively;
(vi) the aggregate amount of Principal Receivables,
the Invested Amount, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount, the
Floating Allocation Percentage and, during the Amortization
Period, the Fixed/Floating Allocation Percentage
with respect to Principal Receivables and, on and after
the Pay Out Commencement Date, Finance Charge Receivables
in the Trust as of the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which are 30, 60, 90, 120, 150 and 180 days delinquent as
of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount for the
related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Class C Investor
Charge-Offs for the related Monthly Period;
(x) the aggregate amount of the Monthly Servicing Fee
for the related Monthly Period;
(xi) the Class A Pool Factor, the Class B Pool Factor
and the Class C Pool Factor as of the end of the last day
of the related Monthly Period;
(xii) the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections
as of the last day of the preceding Monthly Period; and
(xiii) the Accumulation Date and the Accumulation
Period Length.
(b) Annual Certificateholders' Tax Statement.
On or before January 31 of each calendar year, beginning
with calendar year 1997, the Trustee shall distribute to
each Person who at any time during the preceding calendar
year was a Series 1996-1 Certificateholder, a statement
prepared by the Servicer containing the information
required to be contained in the regular monthly report to
Series 1996-1 Certificateholders, as set forth in sub-
clauses (i), (ii) and (iii) above, aggregated for such
calendar year or the applicable portion thereof during
which such Person was a Series 1996-1 Certificateholder,
together with such other customary information (consis-
tent with the treatment of the Certificates as debt) as
the Trustee or the Servicer deems necessary or desirable
to enable the Series 1996-1 Certificateholders to prepare
their tax returns. 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 1.8 Series 1996-1 Pay Out Events. If
any one of the following events shall occur with respect
to the Series 1996-1 Certificates:
(a) failure on the part of the Transferor (i) to
make any payment or deposit required to be made by the
Transferor by the terms of the Agreement, on or before
the date occurring five days after the date such payment
or deposit is required to be made or (ii) duly to observe
or perform in any material respect any covenants or agree-
ments of the Transferor set forth in the Agreement
(including, without limitation, the covenant of the
Transferor contained in Section 11 of this Series Supple-
ment), which failure has a material adverse effect on the
Series 1996-1 Certificateholders and which continues
unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor
by the Trustee, or to the Transferor and the Trustee by
the Holders of Series 1996-1 Certificates evidencing
Undivided Interests aggregating not less than 50% of the
Invested Amount of this Series 1996-1, and continues to
affect materially and adversely the interests of the
Series 1996-1 Certificateholders for such period;
(b) any representation or warranty made by the
Transferor in the Agreement, or any information contained
in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.01 or
2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when
delivered, which continues to be incorrect in any materi-
al 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 Transferor
by the Trustee, or to the Transferor and the Trustee by
the Holders of the Series 1996-1 Certificates evidencing
Undivided Interests aggregating more than 50% of the
Invested Amount of this Series 1996-1, and (ii) as a
result of which the interests of the Series 1996-1 Certi-
ficateholders are materially and adversely affected and
continue to be materially and adversely affected for such
period; provided, however, that a Series 1996-1 Pay Out
Event pursuant to this subsection 1.8(b) shall not be
deemed to have occurred hereunder if the Transferor 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;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is reduced to a rate which is
less than the average of the Base Rates for such period;
(d) (i) the Transferor Interest shall be less than the
Minimum Transferor Interest or (ii) the amount of
Principal Receivables in the Trust and the amount on
deposit in the Excess Funding Account shall be less than
the Minimum Aggregate Principal Receivables, in each case
for 15 consecutive days; or
(e) any Servicer Default shall occur which would have
a material adverse effect on the Series 1996-1 Certificateholders;
then, in the case of any event described in subparagraph
(a), (b), or (e), after the applicable grace period set
forth in such subparagraphs, either the Trustee or the
Holders of Series 1996-1 Certificates evidencing Undivided
Interests aggregating more than 50% of the Invested
Amount of any class of this Series 1996-1 by notice then
given in writing to the Transferor and the Servicer (and
to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 1996-1 Pay Out
Event") has occurred as of the date of such notice, and
in the case of any event described in subparagraphs (c)
or (d), a Series 1996-1 Pay Out Event shall occur without
any notice or other action on the part of the Trustee or
the Series 1996-1 Certificateholders immediately upon the
occurrence of such event.
SECTION 1.9. Series 1996-1 Termination. The
right of the Series 1996-1 Certificateholders to receive
payments from the Trust will terminate on the first
Business Day following the Series 1996-1 Termination
Date.
SECTION 1.10. Periodic Finance Charges and
Other Fees. The Transferor hereby agrees that, except as
otherwise required by any Requirement of Law, or as is
deemed by the Transferor to be necessary in order for the
Transferor to maintain its credit card business, based
upon a good faith assessment by the Transferor, in its
sole discretion, of the nature of the competition in the
credit card business, 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 reduc-
tion, the Transferor's reasonable expectation of the
Portfolio Yield as of such date would be less than the
Base Rate.
SECTION 1.11. 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 instru-
ment.
SECTION 1.12. Counterparts. This Series Supple-
ment 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 1.13. GOVERNING LAW. THIS SERIES SUP-
PLEMENT 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 1.14. The Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in
respect of the sufficiency of this Series Supplement or
for or in respect of the Preliminary Statement contained
herein, all of which recitals are made solely by the
Transferor.
SECTION 1.15. Instructions in Writing. All in
structions given by the Servicer to the Trustee pursuant
to this Series Supplement shall be in writing, and may be
included in a Daily Report or Settlement Statement.
IN WITNESS WHEREOF, the Transferor, the
Servicer and the Trustee have caused this Series 1996-1
Supplement to be duly executed by their respective officers
as of the day and year first above written.
PRIME RECEIVABLES CORPORATION
Transferor
By:/s/ Susan R. Robinson
Name: Susan R. Robinson
Title: President
FDS NATIONAL BANK
Servicer
By:/s/ James R. Gudmens
Name: James R. Gudmens
Title: President
CHEMICAL BANK
Trustee
By:/s/ Dennis Kildea
Name: Dennis Kildea
Title: Trust Officer
Exhibit A-1
[FORM OF CLASS A INVESTOR CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $
CUSIP NO. _____________
PRIME CREDIT CARD MASTER TRUST
6.70% CLASS A ASSET BACKED CERTIFICATE, SERIES 1996-1
Evidencing an undivided interest in a trust, the corpus
of which consists of receivables generated from time to
time in the ordinary course of business from a portfolio
of consumer revolving credit card accounts generated or
to be generated by FDS National Bank ("FDS" or the
"Servicer") and certain other subsidiaries of Federated
Department Stores, Inc. ("Federated") and certain other
assets and interests contemplated by the Pooling and
Servicing Agreement described below.
(Not an interest in or a recourse obligation of
Prime Receivables Corporation, FDS National Bank, Federated
Department Stores, Inc., or any affiliate of any of
them.)
This certifies that CEDE & Co. (the "Certifica-
teholder") is the registered owner of a fractional undivided
interest in the Prime Credit Card Master Trust (the
"Trust") issued pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 15,
1992 (the "Agreement"; such term to include any amendment
or Supplement thereto) by and between Prime Receivables
Corporation, as Transferor (the "Transferor"), FDS as
Servicer, and Chemical Bank as Trustee (the "Trustee"),
and the Series 1996-1 Supplement, dated as of May 14,
1996 (the "Supplement"), among the Transferor, FDS as
Servicer, and the Trustee. The corpus of the Trust con-
sists of all of the Transferor's right, title, and interest
in, to, and under the Trust Property (as defined in
the Agreement).
This Certificate does not purport to summarize
the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby
and the rights, duties, and obligations of the Trustee.
A copy of the Agreement may be requested from the Trustee
by writing to the Trustee at Chemical Bank, 450 West 33rd
St., 15th Floor, New York, New York 10001, Attention:
Structured Finance Administration -- ABS. To the extent
not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This certificate is one of a series of Certificates
entitled "Prime Credit Card Master Trust 6.70% Class A
Asset Backed Certificates, Series 1996-1" (the "Class A
Certificates"), each of which represents a fractional
undivided interest in the Trust, and is issued under and
is subject to the terms, provisions and conditions of the
Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement,
the Class A Certificates, the Prime Credit Card Master
Trust 6.85% Class B Asset Backed Certificates, Series
1996-1 (the "Class B Certificates") and the Prime Credit
Card Master Trust 9.00% Class C Asset Backed Certifi-
cates, Series 1996-1 (the "Class C Certificates," and
collectively with the Class A Certificates and the Class
B Certificates, the "Investor Certificates") with the
intention that the Investor Certificates will qualify
under applicable tax law as indebtedness of the Transfer
or, and both the Transferor and each holder of a Class A
Certificate (a "Class A Certificateholder") or any interest
therein by acceptance of its Certificate or any
interest therein, agrees to treat the Class A Certifi-
cates for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured
by income, as indebtedness.
No principal will be payable to the Class A
Certificateholders until the Class A Expected Final Pay-
ment Date except upon the occurrence of a Pay Out Event,
as described in the Agreement, or on the first Special
Payment Date. No principal will be payable to the Class
B Certificateholders or Class C Certificateholders until
all principal payments have been made to the Class A
Certificateholders. For each Business Day during the
period beginning on the Closing Date and ending on the
day prior to the day on which the Accumulation Period or
the Early Amortization Period commences (the "Revolving
Period"), all Collections of Principal Receivable alloca-
ble to the Investor Interest will be treated as Shared
Principal Collections.
Interest will accrue on the unpaid principal
amount of the Class A Certificates at a per annum rate
equal to 6.70% per annum (the "Class A Certificate Rate")
and, except as otherwise provided in the Agreement, will
be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the
next succeeding Business Day) (each a "Distribution
Date"), commencing June 17, 1996.
Interest for any Distribution Date will include
accrued interest at the Class A Certificate Rate from and
including the preceding Distribution Date or, in the case
of the first Distribution Date from and including the
Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date or Special Payment
Date due but not paid on any Distribution Date or Special
Payment Date will be due on the next succeeding Distribu-
tion Date or Special Payment Date together with, to the
extent permitted by applicable law, additional interest
on such amount at the Class A Certificate Rate plus 2%
per annum. Interest will be calculated on the basis of a
360-day year comprised of twelve 30-day months.
"Class A Invested Amount" for any day means an
amount (not less than zero) equal to (a) the initial
principal balance of the Class A Certificates minus (b)
the aggregate amount of principal payments made to Class
A Certificateholders prior to such date, and minus (c)
the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all Business Days preceding such
date over the aggregate amount of any reimbursements of
Class A Investor Charge-Offs for all Business Days pre-
ceding such date.
Subject to the Agreement, payments of principal
on the Class A Certificates are limited to the unpaid
Class A Invested Amount, which may be less than the
unpaid balance of the Class A Certificates pursuant to
the terms of the Agreement. All principal of and interest
on the Class A Certificates is due and payable no
later than the July 2004 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 1996-1 Termination Date").
After the Scheduled Series 1996-1 Termination Date neither
the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the
Class A Certificates. In the event that the Class A
Invested Amount is greater than zero on the Scheduled
Series 1996-1 Termination Date, the Trustee will sell or
cause to be sold, to the extent necessary, an amount of
interests in the Receivables or certain of the Receivables
up to 110% of the Class A Invested Amount, the
Class B Invested Amount, and the Class C Invested Amount
at the close of business on such date (but not more than
the total amount of Receivables allocable to the Investor
Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A Certificates,
then to the Class B Certificateholders in final
payment of the Class B Certificates, and finally to the
Class C Certificateholders in final payment of the Class
C Certificates.
IN WITNESS WHEREOF, the Transferor has caused
this Certificate to be duly executed under its official
seal.
PRIME RECEIVABLES CORPORATION
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred
to in the within-mentioned Pooling and Servicing Agreement.
CHEMICAL BANK,
as Trustee
By:
Authorized Signatory
Dated:
Exhibit A-2
[FORM OF CLASS B INVESTOR CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH HOLDER OF THIS CLASS B CERTIFICATE OR AN
INTEREST THEREIN, BY ACCEPTING AND HOLDING THIS CERTIFI-
CATE, IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT
IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SEC-
TION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(E)(1) OF THE CODE, OR (III) ANY ENTITY WHOSE UNDER
LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
No. $
CUSIP NO. ______________
PRIME CREDIT CARD MASTER TRUST
6.85% CLASS B ASSET BACKED CERTIFICATE,
SERIES 1996-1
Evidencing an undivided interest in a trust,
the corpus of which consists of receivables generated
from time to time in the ordinary course of business from
a portfolio of consumer revolving credit card accounts
generated or to be generated by FDS National Bank ("FDS"
or the "Servicer") and certain other subsidiaries of
Federated Department Stores, Inc. ("Federated") and
certain other assets and interests contemplated by the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of
Prime Receivables Corporation, FDS National Bank, Federated
Department Stores, Inc., or any affiliate of any of
them.)
This certifies that CEDE & Co. (the "Certifica-
teholder") is the registered owner of a fractional undivided
interest in the Prime Credit Card Master Trust (the
"Trust") issued pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 15,
1992 (the "Agreement"; such term to include any amendment
or Supplement thereto) by and between Prime Receivables
Corporation, as Transferor (the "Transferor"), FDS as
Servicer, and Chemical Bank as Trustee (the "Trustee"),
and the Series 1996-1 Supplement, dated as of May 14,
1996 (the "Supplement"), among the Transferor, FDS as
Servicer, and the Trustee. The corpus of the Trust consists
of all of the Transferor's right, title, and interest
in, to, and under the Trust Property (as defined in
the Agreement).
This Certificate does not purport to summarize
the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, bene-
fits, obligations, proceeds, and duties evidenced hereby
and the rights, duties, and obligations of the Trustee.
A copy of the Agreement may be requested from the Trustee
by writing to the Trustee at Chemical Bank, 450 West 33rd
Street, 15th Floor, New York, New York 10001, Attention:
Structured Finance Administration -- ABS. To the extent
not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This Certificate is one of a series of Certificates
entitled "Prime Credit Card Master Trust 6.85% Class B
Asset Backed Certificates, Series 1996-1" (the "Class B
Certificates"), each of which represents a fractional
undivided interest in the Trust, and is issued under and
is subject to the terms, provisions, and conditions of
the Agreement, to which Agreement, as amended from time
to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder
is bound.
The Transferor has structured the Agreement,
the Class B Certificates, the Prime Credit Card Master
Trust 6.70% Class A Asset Backed Certificates, Series
1996-1 (the "Class A Certificates") and the Prime Credit
Card Master Trust 9.00% Class C Asset Backed Certifi-
cates, Series 1996-1 (the "Class C Certificates," and
collectively with the Class A Certificates and the Class
B Certificates, the "Investor Certificates") with the
intention that the Investor Certificates will qualify
under applicable tax law as indebtedness of the Transfer
or, and both the Transferor and each holder of a Class B
Certificate (a "Class B Certificateholder") or any interest
therein by acceptance of its Certificate or any
interest therein, agrees to treat the Class B Certifi-
cates for purposes of federal, state, and local income or
franchise taxes and any other tax imposed on or measured
by income, as indebtedness.
No principal will be payable to the Class B
Certificateholders until the Class B Payment Commencement
Date, which is the Distribution Date either on or follow
ing the Distribution Date on which the Class A Invested
Amount had been paid in full. No principal payments will
be made to the Class C Certificateholder until the Dis-
tribution Date either on or following the Distribution
Date on which the Class B Invested Amount has been paid
in full.
Interest will accrue on the unpaid principal
amount of the Class B Certificates at a per annum rate
equal to 6.85% per annum (the "Class B Certificate Rate")
and, except as otherwise provided in the Agreement, will
be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the
next succeeding Business Day) (each a "Distribution
Date"), commencing June 17, 1996.
Interest for any Distribution Date will include
accrued interest at the Class B Certificate Rate from and
including the preceding Distribution Date or, in the case
of the first Distribution Date from and including the
Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date due but not paid on
any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted
by applicable law, additional interest on such amount at
the Class B Certificate Rate plus 2% per annum. Interest
will be calculated on the basis of a 360-day year comprised
of twelve 30-day months.
"Class B Invested Amount" for any date means an
amount (not less than zero) equal to (a) the initial
principal balance of the Class B Certificates, minus (b)
the aggregate amount of principal payments made to Class
B Certificateholders prior to such date, minus (c) the
aggregate amount of Class B Investor Charge-Offs for all
prior Business Days, including the amount by which the
Class B Invested Amount has been reduced to fund the
Investor Default Amount on all prior Business Days, minus
(d) the aggregate amount of Reallocated Class B Principal
Collections for which the Class C Invested Amount has not
been reduced for all prior Distribution Dates, and plus
(e) the aggregate amount of Available Series 1996-1
Finance Charge Collections, Transferor Finance Charge
Collections, Excess Finance Charge Collections, and
Transferor Subordination Amount applied on all prior
Business Days for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal
on the Class B Certificates are limited to the unpaid
Class B Invested Amount, which may be less than the
unpaid balance of the Class B Certificates pursuant to
the terms of the Agreement. All principal of and interest
on the Class B Certificates is due and payable no
later than the July 2004 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 1996-1 Termination Date").
After the Scheduled Series 1996-1 Termination Date neither
the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the
Class B Certificates. In the event that the Class B
Invested Amount is greater than zero on the Scheduled
Series 1996-1 Termination Date, the Trustee will sell or
cause to be sold, to the extent necessary, an amount of
interests in the Receivables or certain of the Receivables
up to 110% of the Class A Invested Amount, the
Class B Invested Amount, and the Class C Invested Amount
at the close of business on such date (but not more than
the total amount of Receivables allocable to the Investor
Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A
Certificates, then to the Class B Certificateholders in
final payment of the Class B Certificates, and finally to
the Class C Certificateholders in final payment of the
Class C Certificates.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by
manual signature, this Certificate shall not be entitled
to any benefit under the Agreement, or be valid for any
purpose.
IN WITNESS WHEREOF, the Transferor has caused
this Certificate to be duly executed under its official
seal.
PRIME RECEIVABLES CORPORATION
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates re
ferred to in the within-mentioned Pooling and Servicing
Agreement.
CHEMICAL BANK,
as Trustee
By:
Authorized Signatory
Dated:
Exhibit A-3
[FORM OF CLASS C INVESTOR CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES
ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE
MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS, (C) TO THE TRANSFEROR, (D) TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTI-
TUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A
UNDER THE SECURITIES ACT AND THAT IS AWARE THAT THE
RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (E) PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT. NEITHER THE TRANSFEROR NOR THE TRUSTEE
IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
NO RESALE OR TRANSFER OF THIS CERTIFICATE MAY
BE MADE EXCEPT WITH THE EXPRESS CONSENT OF PRIME RECEIVABLES
CORPORATION.
No. ___ $_________
PRIME CREDIT CARD MASTER TRUST
9.00% CLASS C ASSET BACKED CERTIFICATE, SERIES
1996-1
Evidencing an undivided interest in a trust,
the corpus of which consists of receivables generated
from time to time in the ordinary course of business from
a portfolio of consumer revolving credit card accounts
generated or to be generated by FDS National Bank ("FDS"
or the "Servicer") and certain other subsidiaries of
Federated Department Stores, Inc. ("Federated") and
certain other assets and interests contemplated by the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of
Prime Receivables Corporation, FDS National Bank, Federated
Department Stores, Inc., or any affiliate of any of
them.)
This certifies that Prime Receivables Corporation (
the "Certificateholder") is the registered owner
of a fractional undivided interest in the Prime Credit
Card Master Trust (the "Trust") issued pursuant to the
Pooling and Servicing Agreement, dated as of December 15,
1992 (the "Agreement"; such term to include any amendment
or Supplement thereto) by and between Prime Receivables
Corporation, as Transferor (the "Transferor"), FDS as
Servicer, and Chemical Bank as Trustee (the "Trustee"),
and the Series 1996-1 Supplement, dated as of May 14,
1996 (the "Supplement"), among the Transferor, FDS as
Servicer, and the Trustee. The corpus of the Trust
consists of all of the Transferor's right, title and
interest in, to, and under the Trust Property (as defined
in the Agreement).
This Certificate does not purport to summarize
the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby
and the rights, duties, and obligations of the Trustee.
A copy of the Agreement may be requested from the Trustee
by writing to the Trustee at Chemical Bank, 450 West 33rd
Street, 15th Floor, New York, New York 10001, Attention:
Structured Finance Administration -- ABS. To the extent
not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This Certificate is one of a series of Certificates
entitled "Prime Credit Card Master Trust 9.00% Class C
Asset Backed Certificates, Series 1996-1" (the "Class C
Certificates"), each of which represents a fractional
undivided interest in the Trust, and is issued under and
is subject to the terms, provisions and conditions of the
Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is
bound.
The Transferor has structured the Agreement,
the Class C Certificates, the Prime Credit Card Master
Trust 6.70% Class A Asset Backed Certificates, Series
1996-1 (the "Class A Certificates") and the Prime Credit
Card Master Trust 6.85% Class B Asset Backed Certificates,
Series 1996-1 (the "Class B Certificates," and
collectively with the Class A Certificates and the Class
C Certificates, the "Investor Certificates") with the
intention that the Investor Certificates will qualify
under applicable tax law as indebtedness of the Transfer
or, and both the Transferor and each holder of a Class C
Certificate (a "Class C Certificateholder") or any interest
therein by acceptance of its Certificate or any
interest therein, agrees to treat the Class C Certificates
for purposes of federal, state, and local income or
franchise taxes and any other tax imposed on or measured
by income, as indebtedness.
No principal will be payable to the Class C
Certificateholders until the Class C Payment Commencement
Date, which is the Distribution Date either on or follow
ing the Distribution Date on which the Class B Invested
Amount had been paid in full. No principal will be
payable to the Class C Certificateholders until all
principal payments have first been made to the Class A
Certificateholders and then on and after the Class B
Payment Commencement Date, after all principal payments
have been made to the Class B Certificateholders. For
each Business Day during the period beginning on the
Closing Date and ending on the day prior to the day on
which the Accumulation Period or the Early Amortization
Period commences (the "Revolving Period"), all Collections
of Principal Receivables allocable to the Investor
Interest will be treated as Shared Principal Collections.
Interest will accrue on the unpaid principal
amount of the Class C Certificates at a per annum rate
equal to 9.00% per annum (the "Class C Certificate Rate")
and, except as otherwise provided in the Agreement, will
be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the
next succeeding Business Day) (each a "Distribution
Date"), commencing June 17, 1996.
Interest for any Distribution Date will include
accrued interest at the Class C Certificate Rate from and
including the preceding Distribution Date or, in the case
of the first Distribution Date from and including the
Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date due but not paid on
any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted
by applicable law, additional interest on such amount at
the Class C Certificate Rate. Interest will be calculated
on the basis of a 360-day year comprised of twelve 30-
day months.
"Class C Invested Amount" means an amount (not
less than zero) equal to (a) the initial principal balance
of the Class C Certificates, minus (b) the aggregate
amount of principal payments made to Class C Certificate
holders prior to such date, minus (c) the aggregate
amount of Class C Investor Charge-Offs for all prior
Business Days, equal to the amount by which the Class C
Invested Amount has been reduced to fund the Investor
Default Amount on all prior Business Days, minus (d) the
aggregate amount of Reallocated Principal Collections for
all prior Distribution Dates, and plus (e) the aggregate
amount of Available Series 1996-1 Finance Charge Collections,
Transferor Finance Charge Collections, and Excess
Finance Charge Collections applied on all prior Business
Days for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal
on the Class C Certificates are limited to the unpaid
Class C Invested Amount, which may be less than the
unpaid balance of the Class C Certificates pursuant to
the terms of the Agreement. All principal of and interest
on the Class C Certificates is due and payable no
later than the July 2004 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 1996-1 Termination Date").
After the Scheduled Series 1996-1 Termination Date neither
the Trust nor the Transferor will have any further
obligation to distribute principal or interest on the
Class C Certificates. In the event that the Class C
Invested Amount is greater than zero on the Scheduled
Series 1996-1 Termination Date, the Trustee will sell or
cause to be sold, to the extent necessary, an amount of
interests in the Receivables or certain of the Receivables
up to 110% of the Class A Invested Amount, the
Class B Invested Amount, and the Class C Invested Amount
at the close of business on such date (but not more than
the total amount of Receivables allocable to the Investor
Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A Certificates,
then to the Class B Certificateholders in
final payment of the Class B Certificates, and finally to
the Class C Certificateholders in final payment of the
Class C Certificates.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by
manual signature, this Certificate shall not be entitled
to any benefit under the Agreement, or be valid for any
purpose.
IN WITNESS WHEREOF, the Transferor has caused
this Certificate to be duly executed under its official
seal.
PRIME RECEIVABLES CORPORATION
By:_________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred
to in the within-mentioned Pooling and Servicing Agreement.
CHEMICAL BANK,
as Trustee
By:______________________
Authorized Signatory
Dated:
EXHIBIT B
[DTC LOGO]
BOOK-ENTRY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES
Letter of Representations
[To be Completed by Issuer and Trustee]
PRIME CREDIT CARD MASTER TRUST
[Name of Issuer]
CHEMICAL BANK
[Name of Trustee]
May 14, 1996
[Date]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: Prime Credit Card Master Trust
$218,000,000 6.70% Class A Asset-Backed
Certificates, Series 1996-1
$ 20,800,000 6.85% Class B Asset-Backed
Certificates, Series 1996-1
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to
certain matters relating to the above-references issue (the
"Securities"). Trustee will act as trustee with respect to
the Securities pursuant to a trust indenture dated
December 15, 1992 (the "Document"). CS First
Boston Corporation* is distributing the
Securities through The Depository Trust Company ["DTC"].
To induce DTC to accept the Securities as eligible for
deposit at DTC, and to act in accordance with its Rules with
respect to the Securities, Issuer and Trustee make the
following representations to DTC:
1. Prior to closing on the Securities on May 14, 1996,
there shall be deposited with DTC one Security
certificate registered in the name of DTC's nominee, Cede &
Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Securities.
If, however, the aggregate principal amount of any maturity
exceeds $200 million, one certificate will be issued with
respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any
remaining principal amount. Each Security certificate shall
bear the following legend:
Unless this certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
2. In the event of any solicitation of consents from
or voting by holders of the Securities, Issuer or Trustee
shall establish a record date for such purposes (with no
provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of
such record date to DTC not less than 15 calendar days in
advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's
Reorganization Department at (212) 709-6896 or (212) 709-
6897, and receipt of such notices shall be confirmed by
telephoning (212) 709-6870. Notices to DTC pursuant to this
Paragraph by mail or by any other means shall be sent to
DTC's Reorganization Department as indicated in Paragraph 4.
3. In the event of a full or partial redemption,
Issuer or Trustee shall send a notice to DTC specifying: (a)
the amount of the redemption or refunding; (b) in the case
of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to
Security holders or published (the "Publication Date").
Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such
notice is in DTC's possession no later than the close of
business on the business day before or, if possible, two
business days before the Publication Date. Issuer or
Trustee shall forward such notice either in a separate
secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such
notice shall have a method to verify subsequently the use of
such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more
than 60 days prior to the redemption date or, in the case of
an advance refunding, the date that the proceeds are
deposited in escrow. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Call
Notification Department at (516) 227-4039 or (516) 227-4190.
If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been
received, such party shall telephone (516) 227-4070.
Notices to DTC pursuant to this Paragraph by mail or by any
other means shall be sent to:
Manager: Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
4. In the event of an invitation to tender the
Securities (including mandatory tenders, exchanges, and
capital changes), notice by Issuer or Trustee to Security
holders specifying the terms of the tender and the
Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding
Paragraph. Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be sent
to DTC's Reorganization Department at (212) 709-1093 or
(212) 709-1094, and receipt of such notices shall be
confirmed by telephoning (212) 709-6884. Notices to DTC
pursuant to the above by mail or by any other means shall be
sent to:
Manager: Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695
5. All notices and payment advises sent to DTC shall
contain the CUSIP number of the Securities.
6. Trustee shall send DTC written notice with respect
to the dollar amount per $1.000 original face value (or
other minimum authorized denomination if less than $1,000
face value) payable on each payment date allocated as to the
interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date.
Such notices, which shall also contain the current pool
factor, any special adjustments to principal/interest rates
(e.g., adjustments due to deferred interest or shortfall),
and Trustee contact's name and telephone number, shall be
sent by telecopy to DTC's Dividend Department at (212) 709-
1723, or if by mail or by any other means to:
Manager: Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
7. [Note: Issuer must represent one of the following,
and cross out the other:] [The interest accrual period is
record date to record date.] [The interest accrual period
is payment date to payment date.]
8. Trustee must provide DTC, no later than noon
(Eastern Time) on the payment date, CUSIP numbers for each
issue for which payment is being sent, as well as the dollar
amount of the payment for each issue. Notification of
payment details should be sent using automated
communications.
9. Interest payments and principal payments that are
part of periodic principal-and-interest payments shall be
received by Cede & Co., as nominee of DTC, or its registered
assigns in same-day funds, no later than 2:30 p.m. (Eastern
Time) in each payment date (in accordance with existing
arrangements between Issuer or Trustee and DTC). Absent any
other arrangements between Issuer or Trustee and DTC, such
funds shall be wired as follows:
Chemical Bank
ABA 021000128
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776
Issuer or Trustee shall provide interest payment information
to a standard announcement service subscribed to by DTC. In
the unlikely event that no such service exists, Issuer or
Trustee shall provide interest payment information directly
to DTC in advance of the interest payment date as soon as
the information is available. This information should be
conveyed directly to DTC electronically. If electronic
transmission is not available, absent any other arrangements
between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt of such notices shall be
confirmed by telephoning (212) 709-1270. Notices to DTC
pursuant to the above by mail or by any other means shall be
sent to:
Manager: Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
10. DTC shall receive maturity and redemption payments
allocated with respect to each CUSIP number on the payable
date in same-day funds by 2:30 p.m. (Eastern Time). Absent
any other arrangements between Trustee and DTC, such
payments shall be wired as follows:
Chemical Bank
ABA 021000128
For credit to A/C The Depository Trust Company
Redemption Account 066-027306
in accordance with existing SDFS payment procedures in the
manner set forth in DTC's SDFS Paying Agent Operating
Procedures, a copy of which has previously been furnished to
Trustee.
11. DTC shall receive all reorganization payments and
CUSIP-level detail resulting from corporate actions (such as
tender offers, remarketings, or mergers) in the first
payable date in same-day funds by 2:30 p.m. (Eastern Time).
Absent any other arrangements between Trustee and DTC, such
payments shall be wired as follows:
Chemical Bank
ABA 021000128
For credit to A/C The Depository Trust Company
Reorganization Account 066-027608
12. DTC may direct Issuer or Trustee to use any other
number or address as the number or address to which notices
or payments of interest or principal may be sent.
13. In the event of a redemption, acceleration, or any
other similar transaction (e.g., tender made and accepted in
response to Issuer's or Trustee's invitation) necessitating
a reduction in the aggregate principal amount of Securities
outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may
request Issuer or Trustee to issue and authenticate a new
Security Certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and
amount of such reduction in principal except in the case of
final maturity, in which case the certificate will be
presented to Issuer or Trustee prior to payment, if
required.
14. In the event that Issuer determines that beneficial
owners of Securities shall be able to obtain certificates
Securities, Issuer or Trustee shall notify DTC of the
availability of certificates. In such event, Issuer or
Trustee shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
15. DTC may discontinue providing its services as
securities depository with respect to the Securities at any
time by giving reasonable notice to Issuer or Trustee (at
which time DTC will confirm with Issuer or Trustee the
aggregate principal amount of Securities outstanding).
Under such circumstances, at DTC's request Issuer and
Trustee shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates
evidencing Securities to any DTC Participant having
Securities credited to its DTC accounts.
16. Issuer: (a) understands that DTC has no obligation
to, and will not, communicate to its Participants or to any
person having an interest in the Securities any information
contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person
having an interest in the Securities shall be deemed to have
notice of the provisions of the Security certificates by
virtue of submission of such certificate(s) to DTC.
17. Nothing herein shall be deemed to require Trustee to
advance funds on behalf of Issuer.
18. Each of Rider 4A and the Representations for
Deposit/Withdrawal at Custodian attached hereto are
incorporated herein by reference.
Notes: Very truly yours,
A. If there is a Trustee (as
defined in this Letter of Prime Receivables Corporation*
Representations), Trustee as (Issuer)
well as Issuer must sign
this Letter. If there is no By: /s/ Susan R. Robinson
Trustee, in signing this (Authorized Officer's Signature)
Letter Issuer itself undertakes
to perform all of the Chemical Bank
obligations set forth herein. (Trustee)
(Authorized Officer's Signature)
By: /s/ Dennis Kildea
B. Schedule B contains statements (Authorized Officer's Signature)
that DTC believed accurately
describe DTC, the method
of effecting book-entry transfers
of securities distributed through
DTC, and certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/
*Originator of Prime Credit Card
Master Trust
cc: Underwriter
Underwriter's Counsel
SCHEDULE A
Prime Credit Card Master Trust, $218,000,000 6.70% Class A
Asset-Backed Certificates
Series 1996-1, $20,800,000 6.85% Class B Asset-Backed Certificates,
Series 1996-1
(Describe Issue)
CUSIP Number Principal Amount Maturity Date Interest Rate
74155Q AG5 Class A $218,000,000 May 15, 2001 6.70%
74155Q AH3 Class B $ 20,800,000 June 15, 2001 6.85%
SCHEDULE B
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC -- bracketed material may be applicable
only to certain issues)
1. The Depository Trust Company ("DTC"), New York,
NY, will act as securities depository for the securities
(the "Securities"). The Securities will be issued as fully-
registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Security
certificate will be issued for [each issue of ] the
Securities, [each] in the aggregate principal amount of such
issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200
million, one certificate will be issued with respect to each
$200 million of principal amount and an additional
certificate will be issued with respect to any remaining
principal amount of such issue.]
2. DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC
holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of
securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC
is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable
to DTC and its Participants are on file with the Securities
and Exchange Commission.
3. Purchases of Securities under the DTC system must
be made by or through Direct Participants, which will
receive a credit for the Securities on DTC's records. The
ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchase,
but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by
entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in
Securities, except in the event that use of the book-entry
system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities
deposited by Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co. The deposit
of Securities with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC
has no knowledge of the actual Beneficial Owners of the
Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to
time.
[6. Redemption notices shall be sent to Cede & Co. If
less than all of the Securities within an issue are being
redeemed, DTC's practice is to determine by lot the amount
of the interest of each Direct Participant in such issue to
be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote
with respect to Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record
date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the Securities
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on payable date in accordance with
their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on
payable date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary
practices, as is the case with securities held for the
accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such
Participant and not of DTC, Trustee, or Issuer, subject to
any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal and interest to DTC
is the responsibility of Issuer or Trustee, disbursement of
such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to
have its Securities purchased or tendered, through its
Participant, to Trustee [or Tender/Remarketing Agent], and
shall effect delivery of such Securities by causing the
Direct Participant to transfer the Participant's interest in
the Securities, on DTC's records, to Trustee [or
Tender/Remarketing Agent]. The requirement for physical
delivery of Securities in connection with an optional tender
or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry
credit of tendered Securities to Trustee [or
Tender/Remarketing Agent's] DTC account.]
10. DTC may discontinue providing its services as
securities depository with respect to the Securities at any
time by giving reasonable notice to Issuer or Agent. Under
such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are
required to be printed and delivered.
11. Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities
depository). In that event, Security certificates will be
printed and delivered.
12. The information in this section concerning DTC and
DTC's book-entry system has been obtained from sources that
Issuer believes to e reliable, but Issuer takes no
responsibility for the accuracy thereof.
Rider 4A
The terms "trust indenture dated December 15, 1992" and
"Document" are hereby replaced whenever they appear in the
Letter of Representations with the term "Amended and
Restated Pooling and Servicing Agreement, dated as of
December 15, 1992, as supplemented by the Series 1996-1
Supplement thereto."
[DTC LOGO]
REPRESENTATIONS FOR DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC")
--
to be included in DTC Letter of Representations
The Security certificate(s) shall remain in Agent's
custody as a "Balance Certificate" subject to the provisions
of the Balance Certificate Agreement between Agent and DTC
currently in effect.
On each day on which Agent is open for business and on
which it receives an instruction originated by a Participant
through DTC's Deposit/Withdrawal at Custodian ("DWAC")
system to increase the Participant's account by a specified
number of shares, units, or obligations (a "Deposit
Instruction"), Agent shall, before 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Deposit Instruction
through the DWAC system.
On each day on which Agent is open for business and on
which it receives an instruction originated by a Participant
through the DWAC system to decrease the Participant's
account by a specified number of shares, units, or
obligations (a "Withdrawal Instruction"), Agent shall,
before 6:30 p.m. (Eastern Time) that day, either approve or
cancel the Withdrawal Instruction through the DWAC system.
Agent agrees that its approval of a Deposit or
Withdrawal Instruction shall be deemed to be the receipt by
DTC of a new, reissued or reregistered certificates security
on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance
Certificate after the Deposit or Withdrawal Instruction is
effected.
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Prime Credit Card Master Trust
Series 1996-1 Monthly Certificateholders' Statement
Distribution Date:
Monthly Period:
(i) Total Amount Distributed per $1,000
A
B
(ii) Principal Distributed per $1,000
A
B
(iii) Interest Distributed per $1,000
A
B
(iv) Net Principal Collections Allocated
Applied:
A
B
C
(v) Total Finance Charge Collections Allocated
Applied:
A
B
C
(vi) Other Information
Principal Receivables
Invested Amount
A
B
Floating Allocation Percentage
A
B
Fixed/Floating Allocation Percentage
A
B
(vii) Delinquency
Current
30 days
60 day
90 days
120 days
150 days
180 days+
Total
(viii) Aggregate Investor Default Amount
(ix) Investor Charge-Offs Per $1,000
Aggregate
A
B
C
(x) Monthly Servicing Fee Per $1,000
Aggregate
(xi) Pool Factor
A
B
C
(xii) Reallocated Principal Collections
B
C
(xiii) Accumulation Date
Accumulation Period Length
Prime Credit Card Master Trust 11-May-96
4:56 PM
Settlement Statement
Distribution Date 15-Apr-96
Monthly Period: April, 1996
7-Apr-96
4-May-96
(i) Collections 302,873,511
Finance Charge 34,151,920
Principal 268,721,591
(ii) Investor Percentage - Principal Collections 4-May-96
Principal Collections
Series 1992-1 27.37%
A 22.58%
B 2.03%
C 2.76%
Series 1992-2 27.37%
A 22.58%
B 2.03%
C 2.76%
Series 1992-3 1.34%
A 1.10%
B 0.23%
Series 1995-1 32.62%
A 27.40%
B 2.61%
C 2.61%
Investor Percentage - Finance Charge Collections,
Receivables in Defaulted Accounts 4-May-96
Series 1992-1 27.37%
A 22.58%
B 2.03%
C 2.76%
Series 1992-2 27.37%
A 22.58%
B 2.03%
C 2.76%
Series 1992-3 1.34%
A 1.10%
B 0.23%
Series 1995-1 32.62%
A 27.40%
B 2.61%
C 2.61%
(iii) Distribution Amount per $1,000 15-Apr-96
Series 1992-1 5.819
A 5.875
B 6.292
C 4.665
Series 1992-2 6.128
A 6.208
B 6.625
C 4.665
Series 1992-3 825.19
A 1,000.23
B 0.000
Series 1995-1 5.636
A 5.625
B 5.750
C 0.000
Total $'s Distributed
Series 1992-1 3,078,183.22
Series 1992-2 3,241,683.22
Series 1992-3 292,768,000.00
Series 1995-1 3,370,250.00
(iv) Allocation to Principal per $1,000 15-Apr-96
Series 1992-1 0.000
A 0.000
B 0.000
C 0.000
Series 1992-2 0.000
A 0.000
B 0.000
C 0.000
Series 1992-3 825.00
A 1,000.00
B 0.000
Series 1995-1 0.000
A 0.000
B 0.000
C 0.000
Total $'s Distributed 292,702,102.02
Series 1992-1 0.00
Series 1992-2 0.00
Series 1992-3 292,702,102.02
Series 1995-1 0.00
(v) Allocation to Interest per $1,000 15-Apr-96
Series 1992-1 5.819
A 5.875
B 6.292
C 4.665
Series 1992-2 6.128
A 6.208
B 6.625
C 4.665
Series 1992-3 0.186
A 0.225
B 0.000
Series 1995-1 5.636
A 5.625
B 5.750
C 0.000
Total $'s Distributed
Series 1992-1 3,078,183.22
Series 1992-2 3,241,683.22
Series 1992-3 65,897.98
Series 1995-1 3,370,250.00
(vi) Investor Default Amount
Series 1992-1 3,524,813.22
A 2,907,728.60
B 261,695.57
C 355,389.05
Series 1992-2 3,524,813.22
A 2,907,728.60
B 261,695.57
C 355,389.05
Series 1992-3 99,186.56
A 81,828.91
B 17,357.65
Series 1995-1 4,200,052.41
A 3,528,044.02
B 336,004.19
C 336,004.19
(vii) Investor Charge Offs
Charge Offs Reimbursements
Series 1992-1 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
Series 1992-2 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
Series 1992-3 0.00 0.00
A 0.00 0.00
B 0.00 0.00
Series 1995-1 0.00 0.00
A 0.00 0.00
B 0.00 0.00
C 0.00 0.00
(viii) Servicing Fee
Series 1992-1 909,166.67
A 750,000.00
B 67,500.00
C 91,666.67
Series 1992-2 909,166.67
A 750,000.00
B 67,500.00
C 91,666.67
Series 1992-3 25,091.55
A 20,700.53
B 4,391.02
Series 1995-1 1,083,333.33
A 910,000.00
B 86,666.67
C 86,666.67
(ix) Deficit Controlled Amortization Amount
Series 1992-1 0.00
A 0.00
B 0.00
C 0.00
Series 1992-2 0.00
A 0.00
B 0.00
C 0.00
Series 1992-3 0.00
A 0.00
B 0.00
Series 1995-1 0.00
A 0.00
B 0.00
C 0.00
(x) Receivables in Trust 4-May-96 2,053,541,195
Principal Receivables in Trust 1,989,265,356
(xi)Invested Amount 4-May-96
Series 1992-1 545,500,000.00
A 450,000,000.00
B 40,500,000.00
C 55,000,000.00
Series 1992-2 545,500,000.00
A 450,000,000.00
B 40,500,000.00
C 55,000,000.00
Series 1992-3 26,668,177.93
A 22,001,246.79
B 4,666,931.14
Series 1995-1 650,000,000.00
A 546,000,000.00
B 52,000,000.00
C 52,000,000.00
(xii)Enhancement NA
(xiii) Pool Factor
Series 1992-1 1.0000000
A 1.0000000
B 1.0000000
C 1.0000000
Series 1992-2 1.0000000
A 1.0000000
B 1.0000000
C 1.0000000
Series 1995-1 1.0000000
A 1.0000000
B 1.0000000
C 1.0000000
(xiv) Yield Factor 10.28%
Finance Charge Receivables Factor 3.13%
(xv) Payout Event
Series 1992-1 NO
Series 1992-2 NO
Series 1992-3 NO
Series 1995-1 NO
(xvi) Other
Delinquency
Current 79.42% $1,423,878,227
30 days 12.94% 231,978,026
60 days 3.07% 55,070,565
90 days 1.50% 26,949,053
120 days 1.14% 20,378,380
150 days 0.85% 15,327,661
180 days+ 1.07% 19,236,979
Total 100.00% $1,792,818,891
