SERIES 2000-1 SUPPLEMENT, dated as of December
7, 2000 (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 BANK ("FDS"), a feder
ally chartered savings bank organized and existing under
the laws of the United States, as Servicer (the
"Servicer"), and THE CHASE MANHATTAN BANK, a banking
corporation organized and existing under the laws of the
State of New York as trustee (together with its succes
sors 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"), and
the Trustee as further amended by the Assumption Agree
ment 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 Inves
tor Certificates and shall specify the Principal Terms
thereof.
.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 2000-1
Certificates." The Series 2000-1 Certificates shall be
issued in three Classes, which shall be designated
generally as the Class A Certificates, Series 2000-1 (the
"Class A Certificates"), the Class B Certificates, Series
2000-1 (the "Class B Certificates") and the Class C
Certificates, Series 2000-1 (the "Class C Certificates").
2. Definitions. In the event
that any term or provision contained herein shall
conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of
this Series Supplement shall govern with respect to the
Series 2000-1 Certificates. All Article, Section or
subsection references herein shall mean Article, Section
or subsections of the Agreement, as amended or
supplemented by this Series Supplement, except as
otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to
the Series 2000-1 Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Date" shall mean the first day of
the November 2004 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 Inter
est.
"Adjusted Principal Receivables Amount" shall
mean, on any date of determination, the product of (x)
the aggregate amount of Principal Receivables at the end
of the day immediately prior to such date of determina
tion and (y) one minus the Foreign Receivables Excess
Percentage for such date of determination.
"Adjusted Transferor Interest" shall mean, on
any date of determination, the Adjusted Principal Receiv
ables Amount at the end of the day immediately prior to
such date of determination plus all amounts on deposit in
the Excess Funding Account (but not including investment
earnings on such amount), minus the Aggregate Invested
Amount at the end of such day.
"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 2000-1 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
2000-1 for any Business Day the excess, if any, of (a)
the sum of (i) the product of the Discount Allocation
Percentage and the Discount Amount and (ii) the Carryover
Discount Amount for Series 2000-1 for the preceding
Business Day over (b) the amount of Principal Collections
added to Total Finance Charge Collections for Series 2000-
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 2000-1 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 November 2005 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
Classes 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 $400,000,000.
"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 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 2000-1 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 7.00% 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 2000-1 Certificateholders'
Interest evidenced by the Class B Certificates.
"Class B Expected Final Payment Date" shall
mean the December 2005 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 either Series during the Accumulation Period, and if
at such time the Certificates are paired with a prefunded
Series, and if the Trustee shall have received written
notice from each Rating Agency that such action will not
cause a reduction or withdrawal of such Rating Agency's
rating of any outstanding Series with respect to which it
is a Rating Agency, 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 $38,100,000.
"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
payments 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)(vi) 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 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 2000-1 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) and (vi) 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 Monthly Period,
exceeds the sum of Available Series 2000-1 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 2000-1 Certificateholders'
Interest evidenced by the Class C Certificates.
"Class C Certificate Rate" shall mean 0% 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 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 either Series during the Accumulation Period, and if
at such time the Certificates are paired with a prefunded
Series, and if the Trustee shall have received written
notice from each Rating Agency that such action will not
cause a reduction or withdrawal of such Rating Agency's
rating of any outstanding Series with respect to which it
is a Rating Agency, 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 $38,100,000.
"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)(viii) 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 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 2000-1 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 December 7, 2000.
"Controlled Accumulation Amount" shall mean
$33,333,334; provided, however, that, if the Accumulation
Period is modified pursuant to Section 4.16 of the Agree
ment, (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 Accumula
tion 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
Controlled 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 for the benefit of the Class
A Certificateholders on such Distribution Date.
"Discount Allocation Percentage" shall mean,
with respect to Series 2000-1 and any Business Day, the
percentage equivalent of a fraction the numerator of
which is the Series Discount Factor with respect to
Series 2000-1 and the denominator of which is the Dis
count 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 January 16, 2001
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
Commencement 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 pursu
ant to Section 12.01 of the Agreement and (ii) the Series
2000-1 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 Subordina
tion 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 re
quires, either (x) the amount described in subsection
4.09(a)(ix) of the Agreement allocated to the Series 2000-
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 re
quired payments with respect to such Series, if any, and
available to cover shortfalls with respect to the Series
2000-1 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 2000-1 Certif
icates are paired with a prefunded Series during or prior
to the Accumulation Period for the Series 2000-1 Certifi
cates and a Pay Out Event occurs with respect to either
Series, and if the Trustee shall have received written
notice from each Rating Agency that such action will not
cause a reduction or withdrawal of such Rating Agency's
rating of any outstanding Series with respect to which it
is a rating agency, the numerator for the Series 2000-1
Certificates shall be reset 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 Fi
nance 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.
"Foreign Receivables Determination Date" shall
mean the Date of Determination in each of the January,
April, July and October Monthly Periods on which the
Yield Factor and the Finance Charge Receivable Factor are
determined.
"Foreign Receivables Excess Percentage" shall
mean, on any date of determination, the percentage deter
mined on the preceding Foreign Receivables Determination
Date (or on such Business Day with respect to each For
eign Receivables Determination Date) equal to the excess,
if any, of (x) the percentage equivalent of a fraction
the numerator of which is the aggregate amount of Princi
pal Receivables in Accounts the obligor for which has a
billing address that is not located in the United States
or its territories or possessions, or is not a United
States military address and the denominator of which is
the aggregate amount of Principal Receivables in each
case as determined on the last day of the Monthly Period
preceding the applicable Foreign Receivables Determina
tion Date over (y) 1% (or such higher percentage as may
be designated by the Transferor upon receipt by the
Trustee of written confirmation from each Rating Agency
to the effect that the then current rating of any Series
or any class of any Series will not by reduced or with
drawn as a result of such higher percentage).
"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 38-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 Adjusted 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
2000-1.
"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 Busi
ness 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 Collec
tions 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 and including 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 Certificates, the Class B Certificates,
and 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 2000-1 Certificates
shall begin on and include the Closing Date and shall end
on and include December 30, 2000.
"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 Col
lections allocable to such Series for such Monthly Pe
riod, 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 Princi
pal 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 2000-1 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 2000-1 Pay Out Event.
"Portfolio Yield" shall mean for the Series
2000-1 Certificates, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of (i)
the aggregate Total Finance Charge Collections for such
Monthly Period, calculated on a cash basis plus (ii)(a)
the interest and other investment income earned from
amounts on deposit in the Principal Funding Account for
each day during such Monthly Period which shall be avail
able on the related Distribution Date and (b) amounts
allocated to Certificateholders pursuant to Subsection
4.10(a) hereof with respect to each Business Day in such
Monthly Period minus the aggregate Investor Default
Amount for such Monthly Period, and the denominator of
which is the sum of (i) the average daily Invested Amount
for such Monthly Period and (ii) the average amount on
deposit in the Principal Funding Account on each day
during the preceding 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 Per
centage 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
Service.
"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 2000-1 Termination Date"
shall mean the October 2009 Distribution Date.
"Series 2000-1" shall mean the Series of the
Prime Credit Card Master Trust represented by the Series
2000-1 Certificates.
"Series 2000-1 Certificateholder" shall mean
the holder of record of any Series 2000-1 Investor Cer
tificate.
"Series 2000-1 Certificateholders' Interest"
shall have the meaning specified in Section 4.04 of the
Agreement.
"Series 2000-1 Pay Out Event" shall have the
meaning specified in Section 1.8 of this Series Supple
ment.
"Series 2000-1 Termination Date" shall mean the
earlier to occur of (i) the day after the Distribution
Date on which the Series 2000-1 Certificates are paid in
full, or (ii) the Scheduled Series 2000-1 Termination
Date.
"Series Discount Factor" shall mean with re
spect to Series 2000-1 for any Business Day the amount
for Series 2000-1, 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 2000-1 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 ap
plied to cover Principal Shortfalls with respect to the
Series 2000-1 Investor Certificates.
"Special Payment Date" shall mean each Distri
bution 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 prod
uct 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 Per
centage 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 Per
centage for such Series and the amount of Principal
Collections for such Business Day, plus for the Closing
Date, the $1,000,000 initial deposit to the Interest
Funding Account.
"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
$7,143,750, less the aggregate amount of Collections
applied pursuant to subsection 4.10(c) of the Agreement
or any portion of the Transferor Interest reduced pursu
ant to subsection 4.13(c) of the Agreement.
3. Reassignment and Transfer Terms; Legends.
(a) The Series 2000-1 Certificates
shall be subject to termination by the Transferor at its
option, in accordance 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 of all
Class A Certificates, Class B Certificates and Class C
Certificates previously sold by the Transferor is reduced
to an amount less than or equal to 11% of the Initial
Invested Amount of such Class A Certificates, Class B
Certificates and Class C Certificates previously sold by
the Transferor 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 distribution shall be equal to the Invested
Amount plus accrued and unpaid interest on the Series
2000-1 Certificates through the day prior to the Distri
bution Date on which the final distribution occurs.
(b) Each Class A Security that is a Global
Security deposited with DTC, or a custodian on behalf of
DTC, shall bear the following legend, substantially in
the following form:
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 REPRE
SENTATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
(c) 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 con
sented 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. Each Class C Certifi
cate shall bear a legend to the following effect unless
the Transferor determines otherwise, consistent with
applicable law:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURI
TIES 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 SECU
RITIES 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 INSTITUTIONAL
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.
(d) No Class B Certificate or any interest
therein may be sold (including in the initial offering),
conveyed, assigned, hypothecated, pledged, participated,
or otherwise transferred (each, a "Transfer") to any
Person (each, an "Assignee"), unless the Trustee has
received an Opinion of Counsel that the Transfer does not
adversely affect the conclusions reached in any of the
federal income tax opinions dated the Closing Date issued
in connection with the original issuance of the Series
2000-1 Certificates and that the Class B Certificates
would be treated as debt for federal income tax purposes.
(e) Each Class B Certificate that is a Global
Security deposited with DTC, or a custodian on behalf of
DTC, will bear a legend substantially in the following
form:
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 REPRE
SENTATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
(f) Each Class B Certificate will bear legends
substantially in the following form:
EACH PURCHASER OF A CLASS B CERTIFICATE REPRE
SENTS AND WARRANTS FOR THE BENEFIT OF PRIME RECEIV
ABLES CORPORATION AND THE TRUSTEE THAT SUCH PUR
CHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE
CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS DEFINED IN
29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER
ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY
SUCH PLAN (INCLUDING WITHOUT LIMITATION, FOR PUR
POSES OF CLAUSE (IV) AND THIS CLAUSE (V), AS APPLI
CABLE, AN INSURANCE COMPANY GENERAL ACCOUNT, BUT
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURI
TIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE, OR ANY
INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLI
CABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT (A "QIB") PUR
CHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,
IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT, OR (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT. EACH
CERTIFICATE HOLDER BY ACCEPTING A BENEFICIAL INTER
EST IN THIS CERTIFICATE, UNLESS SUCH PERSON ACQUIRED
THIS CERTIFICATE IN A TRANSFER DESCRIBED IN CLAUSE
(3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER
A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PUR
CHASING FOR THE ACCOUNT OF ANOTHER QIB.
PRIOR TO PURCHASING ANY CLASS B CERTIFICATES,
CERTIFICATEHOLDERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMP
TIONS FROM THE RESTRICTION ON RESALE OR TRANSFER.
THE TRANSFEROR HAS NOT AGREED TO REGISTER THE CLASS
B CERTIFICATES UNDER THE SECURITIES ACT, TO QUALIFY
THE CLASS B CERTIFICATES UNDER THE SECURITIES LAWS
OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO
ANY INVESTOR CERTIFICATEHOLDER.
NO RESALE OR TRANSFER OF THIS CERTIFICATE MAY
BE MADE UNLESS THE TRUSTEE HAS RECEIVED THE OPINION
OF COUNSEL DESCRIBED IN SECTION 1.3(d) OF THE AGREE
MENT DESCRIBED BELOW.
Each Certificate Owner by virtue of its benefi
cial interest in the Class B Certificates shall be deemed
to have made the representations and warranties stated in
such legend.
(g) Each Certificate Owner, by its acceptance
of a beneficial interest in the Class B Certificates,
will be deemed to have acknowledged, represented to and
agreed with the Transferor and the Trustee as follows:
(i) It understands that the Class B Certifi
cates have not been and will not be registered under
the Securities Act or any state or other applicable
securities law and that the Class B Certificates, or
any interest or participation therein, may not be
offered, sold, pledged or otherwise transferred
unless registered pursuant to, or exempt from,
registration under the Securities Act and any state
or other applicable securities law.
(ii) It acknowledges that none of the Trans
feror or the Trustee or any Person representing the
Trust or the Investor Certificateholders has made
any representation to it with respect to the Trust
or the offering or sale of any Class B Certificates
, other than the information contained in any offer
ing document prepared by the Transferor, which has
been delivered to it and upon which it is relying in
making its investment decision with respect to the
Class B Certificates. It has had access to such
financial and other information concerning the
Trust, the Transferor and the Class B Certificates
as it has deemed necessary in connection with its
decision to purchase Class B Certificates.
(iii) If it is acquiring any Class B Cer
tificate, or any interest or participation therein,
as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment
discretion with respect to such account and that it
has full power to make the acknowledgments, repre
sentations and agreements contained herein on behalf
of each such account.
(iv) It (A)(x) is a QIB, (y) is aware that the
sale to it is being made in reliance on Rule 144A
and if it is acquiring such Class B Certificates or
any interest or participation therein for the ac
count of another QIB, such QIB is aware that the
sale is being made in reliance on Rule 144A and (z)
is acquiring such Class B Certificates or any inter
est or participation therein for its own account or
for the account of another QIB, or (B) is not a U.S.
person and is purchasing such Class B Certificates
or any interest or participation therein in an
offshore transaction pursuant to Regulation S.
(v) It is purchasing the Class B Certificates
for its own account, or for one or more investor
accounts for which it is acting as fiduciary or
agent, in each case for investment, and not with a
view to, or for offer or sale in connection with,
any distribution thereof in violation of the Securi
ties Act, subject to any requirements of law that
the disposition of its property or the property of
such investor account or accounts be at all times
within its or their control and subject to its or
their ability to resell such Class B Certificates,
or any interest or participation therein as de
scribed in any offering document prepared by the
Transferor and pursuant to the provisions of this
Series Supplement.
(vi) It agrees that if in the future it should
offer, sell or otherwise transfer such Class B
Certificate or any interest or participation
therein, it will do so only (A) to the Transferor,
(B) pursuant to Rule 144A to a person who it reason
ably believes is a QIB in a transaction meeting the
requirements of Rule 144A, purchasing for its own
account or for the account of a QIB, whom it has
informed that such offer, sale or other transfer is
being made in reliance on Rule 144A or (C) in an
offshore transaction meeting the requirements of
Rule 903 or Rule 904 of Regulation S under the
Securities Act.
(vii) It acknowledges that the Transferor,
the Trustee, the Investor Certificateholders and
others will rely on the truth and accuracy of the
foregoing acknowledgments, representations and
agreements, and agrees that if any of the foregoing
acknowledgments, representations and agreements
deemed to have been made by it are no longer accu
rate, it shall promptly notify the Transferor and
the Trustee.
(viii) With respect to any foreign purchaser
claiming an exemption from United States income or
withholding tax, that it has delivered to the
Trustee or success or thereto a true and complete
Form W-8, Form 1001 or Form 4224, indicating such
exemption or such other forms and documentation as
may be sufficient under the applicable regulations
for claiming such exemption.
(ix) It acknowledges that transfers of the
Class B Certificates or any interest or participa
tion therein shall otherwise be subject in all
respects to the restrictions applicable thereto
contained in this Supplement.
Any transfer, resale, pledge or other transfer
of the Class B Certificates contrary to the restrictions
set forth above and in this Supplement shall be deemed
void ab initio. As used in this Section 1.3, the terms
"United States" and "U.S. persons" have the meanings
given them in Regulation S.
(x) Notwithstanding anything to the contrary
contained herein, each Class B Certificate and this
Supplement may be amended or supplemented to modify
the restrictions on and procedures for resale and
other transfers of the Class B Certificates to
reflect any change in applicable law or regulation
(or the interpretation thereof) or in practices
relating to the resale or transfer of restricted
securities generally. Each Investor
Certificateholder shall by its acceptance of such
Class B Certificate, have agreed to any such amend
ment or supplement.
4. Delivery and Payment for the Series 2000-1 Certificates.
The Transferor shall execute and deliver the Series 2000-1
Certificates to the Trustee for authentication in accordance
with Section 6.01 of the Agreement. The Trustee shall deliver
the Series 2000-1 Certificates to or upon the order of the Transferor when
authenticated in accordance with Section 6.02 of the
Agreement.
5. Depositary; Form of Delivery of Series 2000-1 Certificates.
(a) The Class A Certificates shall be delivered as Book-Entry Certificates as
provided in Sections 6.01 and 6.10 of the Agreement. The
Depositary for the Class A Certificates shall be The
Depository Trust Company, and the Class A Certificates
shall be initially registered in the name of Cede & Co.,
its nominee.
(b) The Class B Certificates shall initially
be delivered as Definitive Certificates as provided in
Section 6.01 of the Agreement. The Class B Certificates
may be delivered as Book-Entry Certificates as provided
in Sections 6.01 and 6.10 of the Agreement at the option
of the Transferor subsequent to the Closing Date. If the
Class B Certificates are delivered as Book-Entry Certifi
cates the Depositary for the Class B Certificates shall
be The Depository Trust Company, and the Class B Certifi
cates shall be registered at such time in the name of
Cede Glo., its nominee.
(c) The Class C Certificates shall be deliv
ered as Definitive Certificates as provided in Section
6.01 of the Agreement.
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 2000-1 Certificates:
ARTICLE IV.
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders.
The Series 2000-1 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 2000-1 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 2000-1
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
2000-1 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.
Notwithstanding anything in this Series Supple
ment to the contrary, for so long as the Class B Certifi
cates are retained by the Transferor, the Servicer shall
not instruct the Trustee to deposit, and neither the
Servicer nor the Trustee need deposit, amounts allocated
for distribution to the Class B Certificateholders and
designated herein to be deposited in the Interest Funding
Account, the Principal Account or the Distribution Ac
count into such accounts but the Servicer shall instruct
the Trustee to pay such amounts as collected and so
allocated to the Transferor.
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 Ac
count allocable to the Series 2000-1 Certificates as
described in this Article IV. Each of the Collection
Account, the Distribution Account, the Interest Funding
Account and the Principal Funding Account shall be main
tained in an account that satisfies each of the require
ments of Section 4.02(a) of the Agreement; provided,
however, that , in addition to satisfying the rating
requirements set forth in Section 4.02(a) of the Agree
ment, if any such account is not a segregated trust
account, the certificates of deposit, short-term deposits
or commercial paper (other than such obligations whose
rating is based on collateral or on the credit of a
Person other that such institution or trust company) of
the depositary institution or trust company that main
tains such account shall have a credit rating from
Moody's and Standard & Poor's of P-1 and A-1+, respec
tively.
(b) Allocation of Collections. The Servicer
shall apply all Collections allocated to the Series 2000-
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 2000-1
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 outstand
ing 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 depos
ited in the Collection Account on each Transfer Date
an amount equal to the Reallocated Principal Collec
tions for the preceding Monthly Period for applica
tion in accordance with Section 4.15 of the Agree
ment.
(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 Distribu
tion Date, in addition to amounts allocated to the
Holder of the Exchangeable Transferor Certificate
pursuant to subsection 4.03(b) of the Agreement on
or prior to the Class B Principal Payment Commence
ment 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 Pe
riod, an amount not to exceed the Net Principal
Collections required to be applied as Shared Princi
pal Collections with respect to the related Distri
bution 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 Determi
nation Date on and after the Class B Principal
Payment Commencement 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 Col
lection Account that are treated as Collections, includ
ing 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 Prin
cipal Receivables as provided in the Agreement.
SECTION 4.06. Determination of Monthly Inter
est for the Series 2000-1 Certificates. (a) The amount
of monthly interest (for the Series 2000-1 Certificates,
the "Class A Monthly Interest") allocable to the Class A
Certificates of the Series 2000-1 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 January 14, 2001 (calcu
lated as though there were only 30 days in December).
On the Determination Date preceding each Dis
tribution 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 Distribu
tion Date to and including the Distribution Date on which
such Class A Interest Shortfall is paid to Class A
Certificateholders 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
anything to the contrary herein, Class A Additional
Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by appli
cable law.
(b) The amount of monthly interest (for the
Series 2000-1 Certificates, the "Class B Monthly Inter
est") allocable to the Class B Certificates of the Series
2000-1 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 principal
balance of the Class B Certificates as of the close of
business on the last day of the preceding Monthly Period;
provided, however, that interest for the first Distribu
tion Date will include interest at the Class B Certifi
cate Rate from the Closing Date through January 14, 2001
(calculated as though there were only 30 days in Decem
ber).
On the Determination Date preceding each Dis
tribution 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 Distribu
tion Date to and including the Distribution Date on which
such Class B Interest Shortfall is paid to Class B
Certificateholders 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
anything to the contrary herein, Class B Additional
Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by appli
cable law.
(c) The amount of monthly interest (for the
Series 2000-1 Certificates, the "Class C Monthly Inter
est") allocable to the Class C Certificates of the Series
2000-1 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 Distribu
tion Date will include interest at the Class C Certifi
cate Rate from the Closing Date through January 14, 2001
(calculated as though there were only 30 days in Decem
ber).
On the Determination Date preceding each Dis
tribution 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 Distribu
tion Date to and including the Distribution Date on which
such Class C Interest Shortfall is paid to Class C
Certificateholders 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 Prin
cipal. (b) The amount of monthly principal (for the
Series 2000-1 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 re
lated Monthly Period minus the aggregate amount of Real
located 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), (vi) and (viii) of the Agreement with
respect to such Distribution Date; provided, however,
that for each Distribution Date with respect to the
Accumulation Period (unless and until a Pay Out Event
shall have occurred), Class A Monthly Principal shall not
exceed the Controlled Deposit Amount for such Distribu
tion 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 2000-1
Termination Date, the Class A Monthly Principal shall be
an amount equal to the Class A Invested Amount.
(c) The amount of monthly principal (for the
Series 2000-1 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 calcu
lated 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), (vi) and (viii) of the Agreement
with respect to such Distribution Date; provided, how
ever, that with respect to the Scheduled Series 2000-1
Termination Date, the Class B Monthly Principal shall be
an amount equal to the Class B Invested Amount.
(d) The amount of monthly principal (for the
Series 2000-1 Certificates, the "Class C Monthly Princi
pal") distributable from the Distribution Account with
respect to the Class C Certificates on each Distribution
Date, beginning with the Class C Principal Payment Com
mencement Date, shall be an amount equal to and calcu
lated 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 Certifi
cates on such Distribution Date, and (iii) the amount, if
any, allocated to the Class C Certificates pursuant to
subsections 4.09(a)(iv) and (viii) of the Agreement with
respect to such Distribution Date; provided, however,
that with respect to the Scheduled Series 2000-1 Termina
tion 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. (b) The Trustee,
for the benefit of the holders of the Series 2000-1
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 The Chase Manhattan 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 2000-1 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 2000-
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."
(c) On each Distribution Date with respect to
the Accumulation Period and any Special Payment Date, the
Servicer shall withdraw from the Principal Funding Ac
count 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
Payment 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.
(d) 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 Princi
pal 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. (b) 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 accor
dance with such instructions, shall withdraw, to the
extent of Total Finance Charge Collections plus any
investment earnings on amounts on deposit in the Princi
pal Funding Account deposited in the Collection Account
pursuant to subsection 4.08(b) of the Agreement (the
"Available Series 2000-1 Finance Charge Collections"),
the amounts required to be withdrawn from the Collection
Account pursuant to subsections 4.09(a)(i) through
4.09(a)(ix) of the Agreement.
(i) Class A Monthly Interest. On each Busi
ness 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 2000-1 Finance Charge Collections
for such Business Day, an amount equal to the lesser
of (x) the Available Series 2000-1 Finance Charge
Collections and (y) the excess of (1) the sum of (A)
the Class A Monthly Interest and (B) Carryover Class
A Monthly 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, Carryover Class A Monthly
Interest shall be payable or distributable to Class
A Certificateholders only to the extent permitted by
applicable law.
(ii) Class B Monthly Interest. On each Busi
ness 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 2000-1 Finance Charge Collections
remaining after giving effect to the withdrawal
pursuant to subsection 4.09(a)(i) of the Agreement,
an amount equal to the lesser of (x) any such re
maining Available Series 2000-1 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 previously deposited into the Interest
Funding Account on any prior Business Day during
such Monthly Period. Notwithstanding 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 2000-
1 Finance Charge Collections remaining after giving
effect to the withdrawals 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 2000-1 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 Busi
ness Day, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from
the Collection Account, to the extent of any Avail
able Series 2000-1 Finance Charge Collections re
maining 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 2000-1 Finance
Charge Collections and (y) the sum of (1) the aggre
gate 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 Accumulation 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 Accumulation
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 Com
mencement Date, be deposited in the Principal Ac
count for payment to the Class B Certificateholders,
and (iv) during the Accumulation Period or Early
Amortization Period, on and after the Class C Prin
cipal 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 2000-1 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 2000-1 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 Principal Account
during any Early Amortization Period for distribu
tion to the Class A Certificateholders on the next
Distribution Date.
(vi) 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 2000-1 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
2000-1 Finance Charge Collections and (y) the
unreimbursed Class B Investor Charge-Offs and reduc
tions of the Class B Invested Amount due to Reallo
cated 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 Accumula
tion Period and in the Principal Account during any
Early Amortization Period, in each case for distri
bution to the Class A Certificateholders, and (ii)
on and after the Class B Principal Payment Commence
ment Date, in the Principal Account for payment to
the Class B Certificateholders.
(vii) Class C Monthly Interest. On each Busi
ness 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 Certificateholders, to the
extent of any Available Series 2000-1 Finance Charge
Collections remaining after giving effect to the
withdrawal 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 2000-1 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. Notwith
standing anything to the contrary herein, Carryover
Class C Monthly Interest shall be payable or dis
tributable to Class C Certificateholders only to the
extent permitted by applicable law.
(viii)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 2000-1 Finance Charge Collections
remaining after giving effect to the withdrawals
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 2000-1 Finance
Charge Collections and (y) the unreimbursed Class C
Investor 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 Amortization
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,
deposited 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 Certificateholders.
(ix) Excess Finance Charge Collections. Any
amounts remaining in the Collection Account to the
extent of any Available Series 2000-1 Finance Charge
Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.09(a)(i)
through (viii) 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 available to
pay to Certificateholders of other Series to the
extent of shortfalls, if any, in amounts payable to
such certificateholders from Finance Charge Collec
tions allocated to such other Series, then to pay
any unpaid commercially reasonable costs and ex
penses 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 Amortization Period,
the Trustee shall deposit any such remaining Avail
able Series 2000-1 Finance Charge Collections into
the Interest Funding Account and shall add such
funds to the Available Series 2000-1 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 remaining Available Series 2000-1 Finance
Charge Collections shall be distributed as Excess
Finance Charge Collections in accordance with this
Section 4.09(a)(ix) of the Agreement.
(c) 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
Business Day will be treated as Shared Principal Collec
tions 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.
(d) 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 Pay
ment Commencement 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 Certificates on such
Business Day, and (C) amounts to be paid pursuant to
subsections 4.09(a)(iv), (v), (vi) and (viii) of the
Agreement on such Business Day, plus the amount of
Shared Principal Collections allocated to the Series
2000-1 Certificates in accordance with Section 4.14
of the Agreement, and (2) the excess of the Con
trolled Deposit Amount for the related Distribution
Date over the amount on deposit in the Principal
Funding Account, will be deposited into the Princi
pal 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 bal
ance of any such remaining funds on deposit in the
Collection Account will be treated as Shared Princi
pal Collections and applied as provided in subsec
tion 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 Account at the end of the preced
ing 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), (vi)
and (viii) of the Agreement on such Business Day and
(z) the amount of Shared Principal Collections
allocated to the Series 2000-1 Certificates in
accordance with Section 4.14 of the Agreement on
such Business Day, will be deposited into the Prin
cipal Account;
(iii) on and after the Class B Principal Pay
ment Commencement Date, an amount equal to the sum
of (w) an amount equal to the Net Principal Collec
tions in the Collection Account at the end of the
preceding Business Day (minus the amount thereof
paid to the Class A Certificateholders 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 Busi
ness Day, (y) the amount, if any, allocated to be
paid to the Class B Certificates pursuant to subsec
tions 4.09(a)(iv), (vi) and (viii) of the Agreement
with respect to such Business Day and (z) the amount
of Shared Principal Collections allocated to the
Series 2000-1 Certificates in accordance with Sec
tion 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 Pay
ment Commencement Date, an amount equal to the sum
of (w) an amount equal to the Net Principal Collec
tions in the Collection Account at the end of the
preceding Business Day (minus the amount thereof
paid to the Class B Certificateholders pursuant to
Section 4.12(b) of the Agreement), (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 (viii) of the Agreement with respect
to such Business Day and (z) the amount of Shared
Principal Collections allocated to the Series 2000-1
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 Certificateholders; 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 Collec
tions 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 2000-1 Certificates.
10. Coverage of Required Amount for the Series 2000-1 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 2000-1 Finance Charge Collections in
subsection 4.09(a)(i) through (viii) 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 (viii) of the Agreement, respectively,
and the full amount to be paid pursuant to any such
subsection receiving 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 2000-1 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 2000-1
Finance Charge Collections and Transferor Finance Charge
Collections on such Business Day (the "Required Amount").
Excess Finance Collections allocated to the Series 2000-1
Certificates for any Business Day shall mean an amount
equal to the product of (x) Excess Finance Charge Collec
tions 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 re
quired amounts or other amounts to be paid from Total
Finance Charge Collections for all Series for such Busi
ness 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 subsection 4.09(a)(ii) of the Agreement to pay inter
est accrued with respect to the outstanding aggregate
principal amount of the Class B Certificates, (2) pursu
ant to subsection 4.09(a)(iv) of the Agreement to Inves
tor Default Amounts, or (3) pursuant to subsection
4.09(a)(vi) 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 2000-1 Finance Charge Collections and shall (x) to
the extent of any shortfall pursuant to subsection
4.09(a)(ii) of the Agreement, be deposited in the Distri
bution 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 (vi) of the Agreement, be applied
as described in such subsections.
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 2000-1 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 Agreement 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
tion 4.09(a)(ii) of the Agreement.
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 withdraw 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
2000-1 Certificates. On the Class A Expected 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 2000-1 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 Distribu
tion 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 2000-1 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.
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
2000-1 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 reduced 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 ex
cess is greater than the Class C Invested Amount, the
Class C Invested 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 ex
cess 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 Inves
tor Default Amount for such Monthly Period (a "Class A
Investor Charge-Off"). To the extent that on any subse
quent Business Day there is a positive balance of Avail
able Series 2000-1 Finance Charge Collections after
giving effect to subsections 4.09(a)(i) through (iv) of
the Agreement, the Servicer will apply such excess Fi
nance 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
2000-1 Finance Charge Collections after giving effect to
allocations and distributions pursuant to subsections
4.09(a)(i) through (v) of the Agreement, the Servicer
will apply such excess Finance Charge Collections as
provided in subsection 4.09(a)(vi) 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
2000-1 Finance Charge Collections after giving effect to
allocations and distributions pursuant to subsections
4.09(a)(i) through (vii) of the Agreement, the Servicer
will apply such excess Finance Charge Collections as
provided in subsection 4.09(a)(viii) of the Agreement to
reimburse the aggregate amount of Class C Investor Charge-
Offs not previously reimbursed, up to the amount so
available.
14. Shared Principal Collections.
Shared Principal Collections allocated to
the Series 2000-1 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 2000-1 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 2000-1
Certificates shall be zero.
15. Reallocated Principal Collections for the
Series 2000-1 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
Collections 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 2000-
1 Finance Charge Collections pursuant to subsection
4.09(a) of the Agreement.
(a) 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 2000-1 Finance Charge Collections pursuant to
subsection 4.09(a) of the Agreement.
16. Accumulation Period. The
Accumulation Period is scheduled to commence on the
Accumulation Date; provided, however, that if the Accumu
lation Period Length (determined as described below) on
any Determination Date on or after the October 2004
Determination Date is less than 12 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 Accumulation Period actually com
mences 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 Accumula
tion Period Length (so that, as a result of such elec
tion, 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 Determination Date on and after the
October 2004 Determination Date but prior to the com
mencement of the Accumulation Period, and any election to
shorten the Accumulation Period shall be subject to the
subsequent lengthening of the Accumulation Period to the
Accumulation Period Length determined on any subsequent
Determination Date, but the Accumulation Period shall in
no event commence prior to the Accumulation Date, and
(iii) notwithstanding any other provision of the Series
2000-1 Supplement to the contrary, no election to post
pone 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 distribution of principal on the
Class A Certificates on the Class A Expected Final Pay
ment Date is expected to equal or exceed the Class A
Invested Amount, assuming for this purpose that (1) the
payment rate with respect to Collections 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 Principal 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 subsequently 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 com
mencement 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 2000-1
Certificates:
ARTICLE V.
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 pro
vided 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 aggre
gate Undivided Interests represented by Class A Certifi
cates 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 Certificateholder's address as
it appears on the Certificate Register 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 Dis
tribution 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; pro
vided, however, that the final payment in retirement of
the Class B Certificate will be made only upon presenta
tion and surrender of the Class B 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.
SECTION 5.02. Monthly 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 informa
tion (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 re
lated 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 Col
lections processed during the related Monthly Period
and allocated in respect of the Class A Certifi
cates, the Class B Certificates and the Class C
Certificates, respectively;
(vi) the aggregate amount of Principal Re
ceivables, 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 amount of Reallocated Class B Prin
cipal Collections and Reallocated Class C Principal
Collections as of the last day of the preceding
Monthly Period; and
(xii) the Accumulation Date and the Accumula
tion Period Length.
(b) Annual Certificateholders' Tax Statement.
On or before January 31 of each calendar year, beginning
with calendar year 2001, the Trustee shall distribute to
each Person who at any time during the preceding calendar
year was a Series 2000-1 Certificateholder, a statement
prepared by the Servicer containing the information
required to be contained in the regular monthly report to
Series 2000-1 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 2000-1 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 2000-1 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 2000-1 Pay Out Events. If
any one of the following events shall occur with respect
to the Series 2000-1 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
agreements 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 2000-1 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 2000-1 Certificates evidencing
Undivided Interests aggregating not less than 50% of the
Invested Amount of this Series 2000-1, and continues to
affect materially and adversely the interests of the
Series 2000-1 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 mate
rial 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 2000-1 Certificates evidencing
Undivided Interests aggregating more than 50% of the
Invested Amount of this Series 2000-1, and (ii) as a
result of which the interests of the Series 2000-1
Certificateholders are materially and adversely affected
and continue to be materially and adversely affected for
such period; provided, however, that a Series 2000-1 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 Adjusted Transferor Interest shall
be less than the Minimum Transferor Interest or (ii) the
Adjusted Principal Receivables Amount 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 2000-1
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 2000-1 Certificates evidencing Undi
vided Interests aggregating more than 50% of the Invested
Amount of any class of this Series 2000-1 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 2000-1 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 2000-1 Pay Out Event shall occur without
any notice or other action on the part of the Trustee or
the Series 2000-1 Certificateholders immediately upon the
occurrence of such event.
SECTION 1.9. Series 2000-1 Termination. The
right of the Series 2000-1 Certificateholders to receive
payments from the Trust will terminate on the first
Business Day following the Series 2000-1 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 Sup
plement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an origi
nal, but all of such counterparts shall together consti
tute but one and the same instrument.
SECTION 1.13. GOVERNING LAW. THIS SERIES
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CON
FLICT 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
instructions given by the Servicer to the Trustee pursu
ant to this Series Supplement shall be in writing, and
may be included in a Daily Report or Settlement State
ment.
SECTION 1.16. Additional Notices
(a) FDS does not currently offer rebates to
Obligors on existing Receivables balances and does not
currently plan to offer such rebates. Prior to imple
menting any such rebate plan FDS will provide written
notice of such plan to Standard & Poor's.
(b) The Servicer shall provide a copy to each
Rating Agency of the reports described in subsection
3.04(c) of the Agreement and Section 3.05 of the Agree
ment; and the notices described in Section 1.8 of this
Series Supplement and Section 10.03 of the Agreement. In
addition, the Servicer shall provide written notice to
each Rating Agency of any waiver of a past default pursu
ant to Section 10.04 of the Agreement. The Trustee shall
provide a copy to each Rating Agency of any notice given
to investor certificateholders pursuant to subsection
11.08(c).
(c) On each Foreign Receivables Determination
Date, beginning with January 12, 2001, the Servicer shall
prepare and deliver to each Rating Agency a report, as of
the close of business on the last day of the preceding
Monthly Period, containing the following information:
(i) the aggregate amount of Principal
Receivables in Accounts the
Obligor for which has a billing
address that is not located in the
United States or its territories
or possessions, or is not a United
States military address;
(ii) the aggregate amount of Principal
Receivables in Accounts the
Obligor for which has a billing
address that is not located in the
United States or its territories
or possessions or is not a United
States military address or is not
located in Canada;
(iii) the aggregate amount of Principal
Receivables in Accounts the
Obligor for which has a billing
address in Canada;
(iv) the Foreign Receivables Excess
Percentage; and
(v) the Adjusted Principal Receivables
Amount.
IN WITNESS WHEREOF, the Transferor, the
Servicer and the Trustee have caused this Series 2000-1
Supplement to be duly executed by their respective offi
cers as of the day and year first above written.
PRIME RECEIVABLES CORPORATION
Transferor
By: /s/ Susan P. Storer
Name: Susan P. Storer
Title: President
FDS BANK
Servicer
By: /s/ Susan R. Robinson
Name: Susan R. Robinson
Title: Treasurer
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Jennifer Richardson
Name: Jennifer Richardson
Title: Trustee
Exhibit A-1
[FORM OF CLASS A INVESTOR CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COM
PANY, 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 OTHER
WISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CUSIP NO. 74155QAJ9
PRIME CREDIT CARD MASTER TRUST
6.70% CLASS A ASSET BACKED CERTIFICATE, SERIES 2000-1
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 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 Bank, Federated De
partment Stores, Inc., or any affiliate of any of them.)
This certifies that CEDE & Co. (the
"Certificateholder") is the registered owner of a frac
tional 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 "Trans
feror"), FDS, as Servicer, and The Chase Manhattan Bank,
as Trustee (the "Trustee"), and the Series 2000-1 Supple
ment, dated as of December 7, 2000 (the "Supplement"),
among the Transferor, FDS as Servicer, and the Trustee.
The corpus of the Trust consists of all of the Trans
feror'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 The Chase Manhattan Bank,
450 West 33rd St., 14th 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 Agree
ment. This certificate is one of a series of Certifi
cates entitled "Prime Credit Card Master Trust 6.70%
Class A Asset Backed Certificates, Series 2000-1" (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 condi
tions 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 7.00% Class B Asset Backed Certificates, Series
2000-1 (the "Class B Certificates") and the Prime Credit
Card Master Trust 0% Class C Asset Backed Certificates,
Series 2000-1 (the "Class C Certificates," and collec
tively 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 Trans
feror, 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
Payment 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 Busi
ness 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 allocable 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 January 16, 2001.
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 inter
est on the Class A Certificates is due and payable no
later than the October 2009 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 2000-1 Termination Date").
After the Scheduled Series 2000-1 Termination Date nei
ther 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 2000-1 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 Receiv
ables 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 Cer
tificates, 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 re
ferred to in the within-mentioned Pooling and Servicing
Agreement.
THE CHASE MANHATTAN 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 REPRE
SENTATIVE 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 REGIS
TERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR
THE BENEFIT OF PRIME RECEIVABLES CORPORATION AND THE
TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS
OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SEC
TION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO
SECTION 4975 OF THE CODE, (III) A GOVERNMENTAL PLAN,
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS
DEFINED IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE
UNDER ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY
SUCH PLAN (INCLUDING WITHOUT LIMITATION, FOR PUR
POSES OF CLAUSE (IV) AND THIS CLAUSE (V), AS APPLI
CABLE, AN INSURANCE COMPANY GENERAL ACCOUNT, BUT
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED).
NO RESALE OR TRANSFER OF THIS CERTIFICATE MAY
BE MADE UNLESS THE TRUSTEE HAS RECEIVED THE OPINION
OF COUNSEL DESCRIBED IN SECTION 1.3(d) OF THE AGREE
MENT DESCRIBED BELOW.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURI
TIES LAW. THE INVESTOR CERTIFICATEHOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CER
TIFICATE, OR ANY INTEREST OR PARTICIPATION HEREIN,
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE
TRANSFEROR, (2) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT TO A PERSON THAT THE INVESTOR
CERTIFICATEHOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
UNDER THE SECURITIES ACT, OR (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT. EACH
INVESTOR CERTIFICATEHOLDER BY ACCEPTING A BENEFI
CIAL INTEREST IN THIS CERTIFICATE, UNLESS SUCH
PERSON ACQUIRED THIS CERTIFICATE IN A TRANSFER
DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRE
SENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
ANOTHER QIB.
PRIOR TO PURCHASING ANY CLASS B CERTIFICATES,
CERTIFICATEHOLDERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMP
TIONS FROM THE RESTRICTION ON RESALE OR TRANSFER.
THE TRANSFEROR HAS NOT AGREED TO REGISTER THE CLASS
B CERTIFICATES UNDER THE SECURITIES ACT, TO QUALIFY
THE CLASS B CERTIFICATES UNDER THE SECURITIES LAWS
OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO
ANY INVESTOR CERTIFICATEHOLDER.
No. $
CUSIP NO. ______________
PRIME CREDIT CARD MASTER TRUST
7.00% CLASS B ASSET BACKED CERTIFICATE,
SERIES 2000-1
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 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 Bank, Federated De
partment Stores, Inc., or any affiliate of any of them.)
This certifies that CEDE & Co. (the
"Certificateholder") is the registered owner of a frac
tional 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 "Trans
feror"), FDS, as Servicer, and The Chase Manhattan Bank,
as Trustee (the "Trustee"), and the Series 2000-1 Supple
ment, dated as of December 7, 2000 (the "Supplement"),
among the Transferor, FDS, as Servicer, and the Trustee.
The corpus of the Trust consists of all of the Trans
feror'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 The Chase Manhattan Bank,
450 West 33rd Street, 14th 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
7.00% Class B Asset Backed Certificates, Series 2000-1"
(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 condi
tions 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
2000-1 (the "Class A Certificates") and the Prime Credit
Card Master Trust 0% Class C Asset Backed Certificates,
Series 2000-1 (the "Class C Certificates," and collec
tively 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 Trans
feror, 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 7.00% 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 January 16, 2001.
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 com
prised 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 2000-1
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 inter
est on the Class B Certificates is due and payable no
later than the October 2009 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 2000-1 Termination Date").
After the Scheduled Series 2000-1 Termination Date nei
ther 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 2000-1 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 Receiv
ables 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 Cer
tificates, 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.
THE CHASE MANHATTAN 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 SECU
RITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFI
CATE 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 RECEIV
ABLES CORPORATION.
No. ___ $_________
PRIME CREDIT CARD MASTER TRUST
0% CLASS C ASSET BACKED CERTIFICATE, SERIES 2000-1
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 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 Bank, Federated De
partment Stores, Inc., or any affiliate of any of them.)
This certifies that Prime Receivables Corpora
tion (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 The Chase Manhattan Bank, as Trustee (the
"Trustee"), and the Series 2000-1 Supplement, dated as of
December 7, 2000 (the "Supplement"), among the Trans
feror, 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 The Chase Manhattan Bank,
450 West 33rd Street, 14th 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 0%
Class C Asset Backed Certificates, Series 2000-1" (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 condi
tions 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
2000-1 (the "Class A Certificates") and the Prime Credit
Card Master Trust 7.00% Class B Asset Backed Certifi
cates, Series 2000-1 (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 Trans
feror, 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 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 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 Collec
tions 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 0% 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 January 16, 2000.
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 calcu
lated 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 bal
ance of the Class C Certificates, minus (b) the aggregate
amount of principal payments made to Class C
Certificateholders 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 Collec
tions for all prior Distribution Dates, and plus (e) the
aggregate amount of Available Series 2000-1 Finance
Charge Collections, Transferor Finance Charge Collec
tions, 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 inter
est on the Class C Certificates is due and payable no
later than the October 2009 Distribution Date (or if such
day is not a Business Day, the next succeeding Business
Day) (the "Scheduled Series 2000-1 Termination Date").
After the Scheduled Series 2000-1 Termination Date nei
ther 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 2000-1 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 Receiv
ables 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 Cer
tificates, 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 re
ferred to in the within-mentioned Pooling and Servicing
Agreement.
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________
Authorized Signatory
Dated:
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Prime Credit Card Master Trust
Series 2000-1 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) Reallocated Principal Collections
B
C
(xii) Accumulation Date
Accumulation Period Length
