EXHIBIT 4.1
EXECUTION COPY
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PROVIDIAN NATIONAL BANK,
Seller and Servicer,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
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SERIES 2000-2 SUPPLEMENT
Dated as of August 1, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1993
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PROVIDIAN MASTER TRUST
SERIES 2000-2
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 2000-2 Certificates
SECTION 1.01. Designation.............................................. 1
ARTICLE II
Definitions
SECTION 2.01. Definitions.............................................. 2
ARTICLE III
Servicer
SECTION 3.01. Servicing Compensation................................... 22
ARTICLE IV
Rights of Series 2000-2 Certificateholders;
Allocation and Application of Collections
SECTION 4.01. Collections and Allocations.............................. 23
SECTION 4.02. Determination of Monthly Interest........................ 23
SECTION 4.03. Determination of Class A Monthly Principal, Class B
Monthly Principal, Collateral Monthly Principal
and Class D Monthly Principal; Principal Funding
Account; Class A Accumulation Period .................. 26
SECTION 4.04. Required Amount.......................................... 29
SECTION 4.05. Application of Available Finance Charge Collections and
Available Principal Collections........................ 30
SECTION 4.06. Defaulted Amounts; Charge-Offs........................... 36
SECTION 4.07. Additional Finance Charges............................... 39
SECTION 4.08. Shared Principal Collections............................. 39
SECTION 4.09. Class A Reserve Account.................................. 40
SECTION 4.10. Class B Reserve Account.................................. 42
SECTION 4.11. Interest Rate Protection Agreements...................... 45
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Contents, ii
ARTICLE V
Distributions and Reports to
Series 2000-2 Certificateholders
SECTION 5.01. Distributions............................................ 46
SECTION 5.02. Reports and Statements................................... 47
ARTICLE VI
Additional Pay Out Events
SECTION 6.01. Additional Pay Out Event................................. 48
ARTICLE VII
Optional Repurchase; Series Termination
SECTION 7.01. Optional Repurchase...................................... 49
SECTION 7.02. Series Termination....................................... 49
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the
Agreement.............................................. 50
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section
9.02 of the Agreement.................................. 53
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement................................ 55
SECTION 9.02. Counterparts............................................. 55
SECTION 9.03. Governing Law............................................ 55
SECTION 9.04. Series Enhancer Notices.................................. 56
SECTION 9.05. Determination of Material Adverse
Effect................................................. 56
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EXECUTION COPY
SERIES 2000-2 SUPPLEMENT dated as of August 1, 2000 (the
"Supplement"), between PROVIDIAN NATIONAL BANK (formerly known
as First Deposit National Bank), a national banking
association, Seller and Servicer, and BANKERS TRUST COMPANY, a
New York banking corporation, Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1993 (as amended and supplemented by each amendment or supplement thereto,
other than amendments and supplements that apply only to other Series of
Investor Certificates issued thereunder, the "Agreement"), among the Seller,
the Servicer and the Trustee, the Seller has created Providian Master Trust,
formerly known as First Deposit Master Trust (the "Trust"). Section 6.03 of
the Agreement provides that the Seller may from time to time direct the
Trustee to authenticate one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The Principal Terms
of any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Supplement, the Seller and the Trustee shall create
a new Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 2000-2 Certificates
SECTION 1.01. Designation. (a) There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this
Supplement to be known as "Providian Master Trust, Asset Backed Certificates,
Series 2000-2." Series 2000-2 shall consist of four Classes of Investor
Certificates, the first of which shall be in certificated form and shall be
known as "Providian Master Trust, Floating Rate Class A Asset-Backed
Certificates, Series 2000-2" (the "Class A Certificates"), the second of which
shall be in certificated form and shall be known as "Providian Master Trust,
Floating Rate Class B Asset-Backed Certificates, Series 2000-2" (the "Class B
Certificates"), the third of which shall be in uncertificated form and shall
be known as "Providian Master Trust, Collateral Interest, Series 2000-2" (the
"Collateral Interest"), and the fourth of which shall be in uncertificated
form and shall be known as "Providian Master Trust, Class D Interest, Series
2000-2" (the "Class D Interest"). In connection with the issuance of the
Collateral Interest and the Class D Interest, the
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Seller shall enter into the Transfer and Administration Agreement.
(b) Series 2000-2 shall be included in Group One. Notwithstanding
any other provision to the contrary in the Agreement or in this Supplement,
the first Distribution Date with respect to Series 2000-2 shall be October 16,
2000.
(c) The Class A Certificates and the Class B Certificates are
"Investor Certificates" and the Class A Certificateholders and the Class B
Certificateholders are "Investor Certificateholders" for all purposes under
the Agreement and this Supplement. The Collateral Interest and the Class D
Interest shall each be deemed to be an "Investor Certificate" and the
Collateral Interest Holder and the Class D Holder shall each be deemed to be
an "Investor Certificateholder" for all purposes under the Agreement and this
Supplement, except where expressly stated to the contrary. The Class A
Certificates, the Class B Certificates, the Collateral Interest and the Class
D Interest together shall constitute the "Certificateholders' Interest" with
respect to Series 2000-2 for all purposes under the Agreement and this
Supplement.
(d) In the event that any term or provision contained herein or in
the Transfer and Administration Agreement shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Supplement or the Transfer and Administration
Agreement, as the case may be, shall govern.
(e) The Collateral Interest Holder and the Class D Holder, each as a
holder of an "Investor Certificate" under the Agreement, shall be entitled to
the benefits of the Agreement and this Supplement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of the
Agreement relating to the registration, authentication, delivery,
presentation, cancelation and surrender of Registered Certificates contained
in Article VI and Article XII of the Agreement shall not be applicable to the
Collateral Interest or the Class D Interest.
ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms
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3
of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
"Adjusted Invested Amount" shall mean, with respect to any date of
determination, an amount equal to the sum of the Class A Adjusted Invested
Amount, the Class B Adjusted Invested Amount, the Collateral Invested Amount
and the Class D Invested Amount.
"Available Expected Principal" for any date of determination with
respect to each Monthly Period shall be equal to the excess of (a) the
Expected Monthly Principal for such Monthly Period over (b) the sum of,
without duplication, (i) all scheduled amortizations or accumulations of
principal, including past due shortfalls as of such date of determination, for
all Non-Variable Accumulation Series that are not scheduled to be in their
revolving periods as of such Monthly Period and (ii) all Expected Monthly
Principal collections projected by the Servicer to be allocable to any other
Series with respect to which a Pay Out Event shall have occurred on or prior
to such date of determination.
"Available Finance Charge Collections" shall mean, with respect to
any Distribution Date, an amount equal to the sum of (a) the product of the
Floating Allocation Percentage and the amount of Collections of Finance Charge
Receivables with respect to the related Monthly Period (including any
investment earnings and certain other amounts that are to be treated as
Collections of Finance Charge Receivables in accordance with the Agreement,
but excluding any investment earnings constituting Principal Funding
Investment Proceeds), (b) the Principal Funding Investment Proceeds, if any,
with respect to such Distribution Date, (c) the amount, if any, withdrawn from
the Class A Reserve Account or Class B Reserve Account that, pursuant to
Section 4.09(d) or Section 4.10(d), is required to be included in Available
Finance Charge Collections with respect to such Distribution Date,(d) any
Additional Finance Charges from other Series in Group One that are allocated
to Series 2000-2 with respect to such Monthly Period in accordance with
Section 4.05 of the Agreement and Section 4.07 hereof and (e) payments on
deposit in the Collection Account as of the related Determination Date
received by the Trust from the Interest Rate Protection Provider with respect
to any Interest Rate Protection Agreements.
"Available Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to (a) the sum of (i) an aggregate amount
equal to the sum for each day
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in the related Monthly Period of the product obtained by multiplying the
Principal Allocation Percentage with respect to such day and the amount of
such day's Collections of Principal Receivables, (ii) any Shared Principal
Collections with respect to other Series that are allocated to Series 2000-2
in accordance with Section 4.04 of the Agreement and Section 4.08 hereof with
respect to such Monthly Period and (iii) any other amounts that, pursuant to
Section 4.05 hereof, are to be treated as Available Principal Collections with
respect to such Distribution Date, minus (b) Reallocated Principal Collections
with respect to such Monthly Period.
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Monthly Interest and the Monthly Servicing Fee based
on an assumed Servicing Fee Rate of 2% per annum, in each case with respect to
the related Distribution Date, and the denominator of which is the Invested
Amount as of the last day of the immediately preceding Monthly Period;
provided that with respect to the first Distribution Date the annualized
percentage shall be adjusted based on the actual number of days in the initial
Interest Period.
"Class A Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on the last Business Day of June 2003 (or such later date as is
determined in accordance with Section 4.03(e)), and ending upon the first to
occur of (a) the commencement of the Early Amortization Period, (b) the last
Business Day of the Monthly Period immediately preceding the Class A Expected
Final Payment Date and (c) the Termination Date.
"Class A Accumulation Period Amount" shall mean for each Monthly
Period an amount equal to the product of (i) Available Expected Principal for
such Monthly Period and (ii) a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the sum of the Initial
Invested Amount and the Initial Invested Amounts (as defined in the respective
related Supplements) of all other Variable Accumulation Series that are not
scheduled to be in their revolving periods as of such Monthly Period; provided
that, for purposes of this definition, the commencement date of the
accumulation period of each such Variable Accumulation Series shall be deemed
to have been postponed to the latest permissible date, determined as if the
provisions of Section 4.03(e) applied to each such Series with such changes as
may be specified in the applicable Supplement with respect to such Series
(applying
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such provisions first to the Variable Accumulation Series with the latest
expected final payment date and next to each Series with the next preceding
expected final payment date).
"Class A Accumulation Period Length" shall have the meaning
specified in Section 4.03(e).
"Class A Additional Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the excess, if any, of the Class A
Invested Amount over the Principal Funding Account Balance, if any, with
respect to the Class A Certificates on such date.
"Class A Available Reserve Account Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the amount on deposit in the Class
A Reserve Account on such date (before giving effect to any deposit to be made
to the Class A Reserve Account on such date) and (b) the Class A Required
Reserve Account Amount.
"Class A Certificate" shall mean any one of the Class of Investor
Certificates designated as "Providian Master Trust, Floating Rate Class A
Asset-Backed Certificates, Series 2000-2" pursuant to Section 1.01(a),
executed by the Bank and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
"Class A Certificate Rate" shall mean, with respect to any Interest
Period, a per annum rate equal to LIBOR as of the related LIBOR Determination
Date, plus 0.17%.
"Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean that portion of
the Series 2000-2 Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Charge-Off" shall have the meaning specified in Section
4.06(b).
"Class A Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Class A Accumulation Period,
$18,750,000; provided that, if the commencement of the Class A Accumulation
Period is modified pursuant to Section 4.03(e), (a) the Class A Controlled
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Accumulation Amount shall mean the amount specified in accordance with such
Section on the date on which the Class A Accumulation Period has most recently
been modified, (b) the Class A Controlled Accumulation Amount for each Monthly
Period shall be no greater than the Class A Accumulation Period Amount for
such Monthly Period and (c) the sum of the Class A Controlled Accumulation
Amounts for all Monthly Periods occurring during the modified Class A
Accumulation Period shall not be less than the Class A Initial Invested
Amount.
"Class A Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Class A Accumulation Period, an amount equal to the
sum of the Class A Controlled Accumulation Amount for such Distribution Date
and any Class A Deficit Controlled Accumulation Amount for the immediately
preceding Distribution Date.
"Class A Covered Amount" shall mean, for any Distribution Date with
respect to the Class A Accumulation Period or the first Special Payment Date
(on or prior to the Class A Expected Final Payment Date), an amount equal to
the product of (a) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, (b)
the Class A Certificate Rate for such Interest Period and (c) the Principal
Funding Account Balance, if any, with respect to the Class A Certificates as
of the preceding Distribution Date.
"Class A Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 2000-2
Defaulted Amount for the related Monthly Period and (b) the Class A Percentage
for such Monthly Period.
"Class A Deficit Controlled Accumulation Amount" shall mean (a) on
the first Distribution Date with respect to the Class A Accumulation Period,
the excess, if any, of the Class A Controlled Accumulation Amount for such
Distribution Date over the amount deposited in the Principal Funding Account
as Class A Monthly Principal for such Distribution Date and (b) on each
subsequent Distribution Date with respect to the Class A Accumulation Period,
the excess, if any, of the Class A Controlled Accumulation Amount for such
subsequent Distribution Date, plus any Class A Deficit Controlled Accumulation
Amount for the prior Distribution Date, over the amount deposited in the
Principal Funding Account as Class A Monthly Principal for such subsequent
Distribution Date.
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"Class A Expected Final Payment Date" shall mean the July 2005
Distribution Date.
"Class A Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class A Certificates, which is $450,000,000.
"Class A Interest Shortfall" shall have the meaning specified in
Section 4.02(a).
"Class A Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class A Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date, minus (c) the excess, if any, of the
aggregate amount of Class A Charge-Offs over the aggregate amount of Class A
Charge-Offs reimbursed pursuant to Section 4.05(a)(v) prior to such date;
provided, however, that the Class A Invested Amount shall not be reduced below
zero.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Monthly Principal" shall have the meaning specified in
Section 4.03(a).
"Class A Percentage" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A
Adjusted Invested Amount as of the last day of the immediately preceding
Monthly Period (or, in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Adjusted Invested Amount as of the
last day of such immediately preceding Monthly Period (or, in the case of the
first Monthly Period, as of the Closing Date).
"Class A Required Reserve Account Amount" shall mean, with respect
to any Distribution Date prior to the Class A Reserve Account Funding Date,
$0, and on or after the Class A Reserve Account Funding Date, 0.50% of the
Class A Initial Invested Amount.
"Class A Reserve Account" shall have the meaning specified in
Section 4.09(a).
"Class A Reserve Account Funding Date" shall mean the Distribution
Date with respect to the Monthly Period that commences the applicable number
of months prior to the Monthly Period that commences the Class A Accumulation
Period (determined in accordance with the provisions of
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Section 4.03(e)), based on the average of the Portfolio Yields for the three
prior consecutive Monthly Periods minus the average of the Base Rates for such
Monthly Periods as specified below:
Three-Month Average Portfolio Number of Months
Yield minus Three-Month Prior to Commencement
Average Base Rate of Class A Accumulation Period
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greater than/equal to 4% 3 months
less than 4% and greater than/equal to 3% 4 months
less than 3% and greater than/equal to 2% 6 months
less than 2% 12 months
Notwithstanding the above, the Servicer may elect that the Class A Reserve
Account Funding Date means an earlier Distribution Date than required by the
preceding sentence.
"Class A Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Class
A Reserve Account exceeds the Class A Required Reserve Account Amount.
"Class A Reserve Account Surplus Amount" shall have the meaning
specified in Section 4.09(e).
"Class A Reserve Draw Amount" shall have the meaning specified in
Section 4.09(c).
"Class B Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on the last Business Day of the Monthly Period immediately preceding
the Class A Expected Final Payment Date and ending upon the first to occur of
(a) the commencement of the Early Amortization Period, (b) the payment in full
to Class B Certificateholders of the Class B Invested Amount and (c) the
Termination Date.
"Class B Additional Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Class B Invested Amount less the
Principal Funding Account Balance, if any, with respect to the Class B
Certificates on such date.
"Class B Available Reserve Account Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the amount on deposit in the Class
B Reserve Account on
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such date (before giving effect to any deposit to be made to the Class B
Reserve Account on such date) and (b) the Class B Required Reserve Account
Amount.
"Class B Certificate" shall mean any one of the Class of Investor
Certificates designated as "Providian Master Trust, Floating Rate Class B
Asset-Backed Certificates, Series 2000-2" pursuant to Section 1.01(a),
executed by the Bank and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"Class B Certificate Rate" shall mean, with respect to any Interest
Period, a per annum rate equal to LIBOR as of the related LIBOR Determination
Date, plus 0.51%.
"Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean that portion of
the Series 2000-2 Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Charge-Off" shall have the meaning specified in Section
4.06(c).
"Class B Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Class B Accumulation Period,
$29,650,000, or such other amount as the Servicer may determine upon written
notice to the Trustee prior to the commencement of the Class B Accumulation
Period; provided, however, that the Class B Controlled Accumulation Amount for
each Distribution Date with respect to the Class B Accumulation Period will be
an amount determined by the Servicer such that the sum of the Class B
Controlled Accumulation Amounts for all such Distribution Dates will not be
less than the Class B Initial Invested Amount.
"Class B Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Class B Accumulation Period, an amount equal to the
sum of the Class B Controlled Accumulation Amount for such Distribution Date
and any Class B Deficit Controlled Accumulation Amount for the immediately
preceding Distribution Date.
"Class B Covered Amount" shall mean, for any Distribution Date with
respect to the Class B Accumulation Period or the first Special Payment Date
(on or prior to the Class B Expected Final Payment Date), an amount equal to
the
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product of (a) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360, (b) the
Class B Certificate Rate for such Interest Period and (c) the Principal
Funding Account Balance, if any, with respect to the Class B Certificates as
of the preceding Distribution Date.
"Class B Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 2000-2
Defaulted Amount for the related Monthly Period and (b) the Class B Percentage
for such Monthly Period.
"Class B Deficit Controlled Accumulation Amount" shall mean (a) on
the first Distribution Date with respect to the Class B Accumulation Period,
the excess, if any, of the Class B Controlled Accumulation Amount for such
Distribution Date over the amount deposited in the Principal Funding Account
as Class B Monthly Principal for such Distribution Date and (b) on each
subsequent Distribution Date with respect to the Class B Accumulation Period,
the excess, if any, of the Class B Controlled Accumulation Amount for such
subsequent Distribution Date, plus any Class B Deficit Controlled Accumulation
Amount for the prior Distribution Date, over the amount deposited in the
Principal Funding Account as Class B Monthly Principal for such subsequent
Distribution Date.
"Class B Expected Final Payment Date" shall mean the September 2005
Distribution Date.
"Class B Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $59,300,000.
"Class B Interest Shortfall" shall have the meaning specified in
Section 4.02(b).
"Class B Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount by which
the Class B Invested Amount has been reduced in respect of the application of
Reallocated Class B Principal Collections on all prior Distribution Dates
pursuant to Section 4.05(d), minus (d) the aggregate amount of Class B
Charge-Offs prior to such date, plus (e) the aggregate amount of Available
Finance Charge Collections applied on all prior Distribution Dates pursuant to
Section 4.05(a)(viii) for the purpose of reimbursing
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amounts deducted pursuant to the foregoing clauses (c) and (d); provided,
however, that the Class B Invested Amount shall not be reduced below zero.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Monthly Principal" shall have the meaning specified in
Section 4.03(b).
"Class B Percentage" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class B
Adjusted Invested Amount as of the last day of the immediately preceding
Monthly Period (or, in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Adjusted Invested Amount as of the
last day of such immediately preceding Monthly Period (or, in the case of the
first Monthly Period, as of the Closing Date).
"Class B Principal Commencement Date" shall mean (a) if the Class A
Invested Amount is paid in full on the Class A Expected Final Payment Date and
the Early Amortization Period has not commenced, the Distribution Date
following the Class A Expected Final Payment Date and (b) otherwise, the
Distribution Date on which the Class A Invested Amount is paid in full.
"Class B Required Reserve Account Amount" shall mean, with respect
to any Distribution Date prior to the Class B Reserve Account Funding Date,
$0, and on or after the Class B Reserve Account Funding Date, 0.25% of the
Class B Initial Invested Amount.
"Class B Reserve Account" shall have the meaning specified in
Section 4.10(a).
"Class B Reserve Account Funding Date" shall mean the Distribution
Date with respect to the Monthly Period that commences the applicable number
of months prior to the Monthly Period that commences the Class B Accumulation
Period, based on the average of the Portfolio Yields for the three prior
consecutive Monthly Periods minus the average of the Base Rates for such
Monthly Periods as specified below:
Three-Month Average Portfolio Number of Months
Yield minus Three-Month Prior to Commencement
Average Base Rate of Class A Accumulation Period
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greater than/equal to 4% 3 months
less than 4% and greater than/equal to 3% 4 months
less than 3% and greater than/equal to 2% 6 months
less than 2% 12 months
Notwithstanding the above, the Servicer may elect that the Class B Reserve
Account Funding Date means an earlier Distribution Date than required by the
preceding sentence.
"Class B Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Class
B Reserve Account exceeds the Class B Required Reserve Account Amount.
"Class B Reserve Account Surplus Amount" shall have the meaning
specified in Section 4.10(e).
"Class B Reserve Draw Amount" shall have the meaning specified in
Section 4.10(c).
"Class B Subordinated Additional Interest" shall have the meaning
specified in Section 4.02(c).
"Class B Subordinated Interest Shortfall" shall have the meaning
specified in Section 4.02(c).
"Class B Subordinated Monthly Interest" shall have the meaning
specified in Section 4.02(c).
"Class D Defaulted Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 2000-2
Defaulted Amount for the related Monthly Period and (b) the Class D Percentage
for such Monthly Period.
"Class D Holder" shall initially mean the Seller, upon transfer of
the Class D Interest pursuant to the Transfer and Administration Agreement
shall mean Providian Secured Note Trust 2000-2, and upon transfer of the Class
D Interest pursuant to the Indenture shall mean Bankers Trust Company, as
Indenture Trustee, or any transferee thereunder.
"Class D Initial Invested Amount" shall mean the aggregate initial
principal amount of the Class D Interest, which is $20,300,000.
"Class D Interest" shall mean the Class of Investor Certificates
designated as "Providian Master Trust, Class D Interest, Series 2000-2"
pursuant to Section 1.01(a).
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"Class D Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Class D Initial Invested Amount
minus (b) the aggregate amount of principal payments made to the Class D
Holder prior to such date, minus (c) the aggregate amount by which the Class D
Invested Amount has been reduced in respect of the application of Reallocated
Principal Collections on all prior Distribution Dates pursuant to Sections
4.05(b), (c) and (d), minus (d) the aggregate amount by which the Class D
Invested Amount has been reduced on all prior Distribution Dates pursuant to
Section 4.06, plus (e) the aggregate amount of Available Finance Charge
Collections applied on all prior Distribution Dates pursuant to Section
4.05(a)(xv) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d); provided, however, that the Class D Invested
Amount shall not be reduced below zero.
"Class D Monthly Principal" shall have the meaning specified in
Section 4.03(g).
"Class D Percentage" shall mean, with respect to any Monthly Period,
100% minus the sum of the Class A Percentage, the Class B Percentage and the
Collateral Percentage.
"Closing Date" shall mean August 15, 2000.
"Collateral Additional Interest" shall have the meaning specified in
Section 4.02(d).
"Collateral Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (a) the Series 2000-2
Defaulted Amount for the related Monthly Period and (b) the Collateral
Percentage for such Monthly Period.
"Collateral Initial Invested Amount" shall mean the aggregate
initial principal amount of the Collateral Interest, which is $49,200,000.
"Collateral Interest" shall mean the Class of Investor Certificates
designated as "Providian Master Trust, Collateral Interest, Series 2000-2"
pursuant to Section 1.01(a), according to the terms specified in the Transfer
and Administration Agreement.
"Collateral Interest Holder" shall initially mean the Seller, upon
transfer of the Collateral Interest pursuant to the Transfer and
Administration Agreement shall mean Providian Secured Note Trust 2000-2, and
upon transfer of the Collateral Interest pursuant to the Indenture shall
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mean Bankers Trust Company, as Indenture Trustee, or any transferee
thereunder.
"Collateral Interest Rate" shall mean the rate designated as such in
the Transfer and Administration Agreement; provided, however, that the
Collateral Interest Rate with respect to any Monthly Period shall not exceed
8.00% per annum.
"Collateral Interest Shortfall" shall have the meaning specified in
Section 4.02(d).
"Collateral Invested Amount" shall mean, with respect to any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount
minus (b) the aggregate amount of principal payments made to the Collateral
Interest Holder prior to such date and applied to the Collateral Invested
Amount in accordance with the terms of the Collateral Agreement, minus (c) the
aggregate amount by which the Collateral Invested Amount has been reduced in
respect of the application of Reallocated Class B Principal Collections and
Reallocated Collateral Principal Collections on all prior Distribution Dates
pursuant to Sections 4.05(c) and (d), minus (d) the aggregate amount by which
the Collateral Invested Amount has been reduced on all prior Distribution
Dates pursuant to Section 4.06, plus (e) the aggregate amount of Available
Finance Charge Collections applied on all prior Distribution Dates pursuant to
Section 4.05(a)(xiii) for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c) and (d); provided, however, that the Collateral
Invested Amount shall not be reduced below zero.
"Collateral Monthly Interest" shall have the meaning specified in
Section 4.02(d).
"Collateral Monthly Principal" shall have the meaning specified in
Section 4.03(f).
"Collateral Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the immediately preceding
Monthly Period (or, in the case of the first Monthly Period, as of the Closing
Date) and the denominator of which is the Adjusted Invested Amount as of the
last day of such immediately preceding Monthly Period (or, in the case of the
first Monthly Period, as of the Closing Date).
"Collateral Principal Commencement Date" shall mean (a) if the Class
A Invested Amount is paid in full on
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15
the Class A Expected Final Payment Date and the Class B Invested Amount is
paid in full on the Class B Expected Final Payment Date and the Early
Amortization Period has not commenced, the Distribution Date following the
Class B Expected Final Payment Date and (b) otherwise, the Distribution Date
on which the Class B Invested Amount is paid in full.
"Cut-Off Date" shall mean July 31, 2000.
"Early Amortization Period" shall mean the period beginning at the
close of business on the Business Day immediately preceding the day on which a
Pay Out Event with respect to Series 2000-2 is deemed to have occurred, and
ending upon the earlier to occur of (a) the payment in full to the Series
2000-2 Certificateholders of the Invested Amount and (b) the Termination Date.
"Expected Monthly Principal" shall be equal to the product of (a)
the lowest of the monthly principal payment rates (determined by dividing
Collections of Principal Receivables during a calendar month by the amount of
Principal Receivables in the Trust as of the last day of the preceding month,
adjusted for additions and removals occurring after such last day), expressed
as a decimal, for the 12 calendar months preceding the date of such
calculation (or such lower principal payment rate as the Servicer may select)
and (b) the sum of the Initial Invested Amounts (as defined in the respective
related Supplements) of all outstanding Series, other than any Variable
Funding Series.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.07.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Adjusted Invested Amount as
of the last day of the immediately preceding Monthly Period and the
denominator of which is the sum of the Principal Receivables in the Trust and
the amount on deposit in the Special Funding Account as of the last day of
such immediately preceding Monthly Period; provided, however, that, with
respect to the first Monthly Period, the Floating Allocation Percentage shall
mean the percentage equivalent of a fraction, the numerator of which is the
Initial Invested Amount for the period from and including the Closing Date to
and including the last day of such Monthly Period and the denominator of which
is the sum of the
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16
Principal Receivables in the Trust and the amount on deposit in the Special
Funding Account as of the Cut-Off Date.
"Group One" shall mean Series 2000-2 and each other Series specified
in the Supplement for that Series to be included in Group One.
"Indenture" shall mean the Indenture dated as of August 15, 2000
between Providian Secured Note Trust 2000-2 and Bankers Trust Company.
"Initial Invested Amount" shall mean an amount equal to the sum of
the Class A Initial Invested Amount, the Class B Initial Invested Amount, the
Collateral Initial Invested Amount and the Class D Initial Invested Amount.
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the preceding Distribution Date to but excluding
such Distribution Date; provided, however, that the initial Interest Period
shall commence on and include the Closing Date and end on but exclude the
first Distribution Date.
"Interest Rate Protection Agreement" shall mean, if applicable, any
interest rate cap agreement, interest rate swap agreement or any other
interest rate protection agreement assigned to the Trust for the benefit of
the Series 2000-2 Certificateholders and any guarantee thereof.
"Interest Rate Protection Provider" shall mean, if applicable, the
Person specified in the Interest Rate Protection Agreement, in its capacity as
obligor thereunder, and any Person acting as guarantor of the Interest Rate
Protection Agreement.
"Invested Amount" shall mean, with respect to any date of
determination, an amount equal to the sum of the Class A Invested Amount, the
Class B Invested Amount, the Collateral Invested Amount and the Class D
Invested Amount on such date.
"LIBOR" shall mean, with respect to each day of each Interest Period
(or portion thereof), the rate per annum shown on page 3750 of the Dow Jones &
Company Telerate screen or any successor page as the rate for United States
Dollar deposits for a period of one month as of 11:00 a.m., London time, on
the LIBOR Determination Date for such Interest Period; provided, however, that
if no such rate is shown, LIBOR shall be the rate per annum (rounded upwards,
if necessary, to the nearest one-sixteenth of one percent) based on the
offered rates for United States Dollar deposits
<PAGE>
17
for a period of one month as displayed on page "LIBO" of the Reuters Monitor
Money Rates Service or any successor page as of 11:00 a.m., London time, on
the LIBOR Determination Date for such Interest Period, it being understood
that if at least two such rates appear on such page, the rate shall be the
arithmetic mean of such displayed rates; and provided further, that (i) if
fewer than two such rates are displayed, LIBOR shall be the rate per annum
(rounded upwards, if necessary, to the nearest one-sixteenth of one percent)
equal to the arithmetic mean of the rates at which deposits in United States
Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the LIBOR Determination Date for such Interest Period to prime banks
in the London interbank market for a period of one month and (ii) if fewer
than two such rates are provided as requested, LIBOR shall be the rate per
annum (rounded upwards, if necessary, to the nearest one-sixteenth of one
percent) equal to the arithmetic mean of the rates quoted by two or more major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on the LIBOR Determination Date for such Interest Period
to leading European banks for United States Dollar deposits for a period of
one month. If fewer than two major banks in New York City are quoting rates
for such deposits at such time, the rate for that day shall be deemed to be
the rate as determined with respect to the preceding Interest Period; provided
that, for the first Interest Period LIBOR shall be determined twice as
follows: first, as of the second London Business Day before the beginning of
the first interest period; and second, as of the second London Business Day
before September 15, 2000.
"LIBOR Determination Date" shall mean, with respect to any Interest
Period, the second London Business Day prior to the commencement of such
Interest Period.
"London Business Day" shall mean a Business Day on which dealings in
deposits in United States Dollars are transacted in the London interbank
market.
"Monthly Interest" shall mean, with respect to any Distribution
Date, an amount equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest and the Collateral Monthly Interest with respect to such
Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
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18
"Non-Variable Accumulation Series" shall mean each outstanding
Series that is not a Variable Funding Series or a Variable Accumulation
Series.
"Payment Date" shall mean any Distribution Date and any Special
Payment Date.
"Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to (a) Available Finance Charge Collections for the Distribution Date
with respect to such Monthly Period, minus (b) the Series 2000-2 Defaulted
Amount for the Distribution Date with respect to such Monthly Period, and the
denominator of which is the Invested Amount as of the last day of the
immediately preceding Monthly Period; provided that with respect to the first
Distribution Date the annualized percentage shall be adjusted based on the
actual number of days from the Closing Date to the last day of the Monthly
Period preceding the initial Distribution Date.
"Principal Allocation Percentage" shall mean, with respect to any
date of determination during a Monthly Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is (i) during the Revolving Period, the Invested Amount as of the last
day of the immediately preceding Monthly Period and (ii) at all other times
prior to the earlier of the date on which the Invested Amount is paid in full
and the Series Termination Date, the Invested Amount as of the last day of the
Revolving Period and the denominator of which is the greater of (a) the sum of
the Principal Receivables in the Trust and the amount on deposit in the
Special Funding Account as of the last day of the immediately preceding
Monthly Period and (b) the sum of the numerators used to calculate the
principal allocation percentages for all Series outstanding as of such date of
determination.
"Principal Funding Account" shall have the meaning specified in
Section 4.03(c)(i).
"Principal Funding Account Balance" shall mean, with respect to any
date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date (after giving effect to any deposits
to, or withdrawals from, the Principal Funding Account before or on such
date).
"Principal Funding Investment Proceeds" shall have the meaning
specified in Section 4.03(c)(ii).
<PAGE>
19
"Principal Shortfall" shall have the meaning specified in Section
4.08.
"Reallocated Class B Principal Collections" shall mean, with respect
to any Monthly Period, the lesser of (a) an amount equal to the excess, if
any, of the full amount required to be paid pursuant to Sections 4.05(a)(i),
(ii) (but only to the extent that any application of Reallocated Class B
Principal Collections to the deficiency in the amount payable under Section
4.05(a)(ii) would result in a reduction in the Class D Invested Amount or the
Collateral Invested Amount), (iii) and (iv) over the amount of the Available
Finance Charge Collections, Reallocated Class D Principal Collections and
Reallocated Collateral Principal Collections applied with respect thereto for
such Monthly Period and (b) the sum for each day of the related Monthly Period
of the product obtained by multiplying (i) the Principal Allocation Percentage
with respect to such day, (ii) the amount of such day's Collections of
Principal Receivables and (iii) the Class B Percentage as of the last day of
the immediately preceding Monthly Period.
"Reallocated Class D Principal Collections" shall mean, with respect
to any Monthly Period, the lesser of (a) the Required Amount and (b) the sum
for each day of the related Monthly Period of the product obtained by
multiplying (i) the Principal Allocation Percentage with respect to such day,
(ii) the amount of such day's Collections of Principal Receivables and (iii)
the Class D Percentage as of the last day of the immediately preceding Monthly
Period.
"Reallocated Collateral Principal Collections" shall mean, with
respect to any Monthly Period, the lesser of (a) an amount equal to the
excess, if any, of the full amount required to be paid pursuant to Sections
4.05(a)(i), (ii), (iii), (iv), (vii) and (ix) (but only to the extent that any
application of Reallocated Collateral Principal Collections to the deficiency
in the amount payable under Section 4.05(a)(ix) would result in a reduction of
the Class D Invested Amount) over the Available Finance Charge Collections and
Reallocated Class D Principal Collections applied with respect thereto for
such Monthly Period and (b) the sum for each day of the related Monthly Period
of the product obtained by multiplying (i) the Principal Allocation Percentage
with respect to such day, (ii) the amount of such day's Collections of
Principal Receivables and (iii) the Collateral Percentage as of the last day
of the immediately preceding Monthly Period.
<PAGE>
20
"Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) Reallocated Class B Principal Collections with
respect to such Monthly Period, (b) Reallocated Collateral Principal
Collections with respect to such Monthly Period and (c) Reallocated Class D
Principal Collections with respect to such Monthly Period.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (a) the Adjusted Invested Amount on
such Distribution Date, plus (b) Monthly Interest for such Distribution Date
and any Monthly Interest previously due but not distributed to the Series
2000-2 Certificateholders on any prior Distribution Date, plus (c) the amount
of Class A Additional Interest, Class B Additional Interest and Collateral
Additional Interest, if any, for such Distribution Date and any Class A
Additional Interest, Class B Additional Interest and Collateral Additional
Interest previously due but not distributed to the Class A Certificateholders,
the Class B Certificateholders and the Collateral Interest Holder on any prior
Distribution Date, plus (d) Class B Subordinated Monthly Interest for such
Distribution Date and any Class B Subordinated Monthly Interest previously due
but not distributed to the Class B Certificateholders on any prior
Distribution Date, plus (e) the amount of Class B Subordinated Additional
Interest, if any, for such Distribution Date and any Class B Subordinated
Additional Interest previously due but not distributed to the Class B
Certificateholders on any prior Distribution Date.
"Reference Banks" shall mean two or more major banks in the London
interbank market selected by the Servicer.
"Required Amount" shall have the meaning specified in Section 4.04.
"Revolving Period" shall mean the period beginning at the close of
business on the Cut-Off Date and ending on the earlier of (a) the close of
business on the day the Class A Accumulation Period commences and (b) the
close of business on the day the Early Amortization Period commences.
"Series 2000-2" shall mean the Series of Investor Certificates the
terms of which are specified in this Supplement, including the Class
consisting of the Class A Certificates, the Class consisting of the Class B
<PAGE>
21
Certificates, the Class consisting of the Collateral Interest and the Class
consisting of the Class D Interest.
"Series 2000-2 Certificate" shall mean any one of the Class A
Certificates, the Class B Certificates, the Collateral Interest or the Class D
Interest.
"Series 2000-2 Certificateholder" shall mean any one of the Class A
Certificateholders, the Class B Certificateholders, the Collateral Interest
Holder or the Class D Holder.
"Series 2000-2 Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Series 2000-2
Certificates.
"Series 2000-2 Defaulted Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Defaulted Amount
for the related Monthly Period and (ii) the Floating Allocation Percentage for
such Monthly Period.
"Servicing Fee Rate" shall mean (a) for such time as the Seller or
any of its Affiliates is the Servicer, 1.75% per annum and (b) at all other
times, a percentage determined by the Trustee in accordance with Section 10.02
of the Agreement which shall not exceed 2.00% per annum.
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"Termination Date" shall mean the April 2009 Distribution Date.
"Transfer and Administration Agreement" shall mean the transfer and
administration agreement relating to Series 2000-2 between Providian Secured
Note Trust 2000-2 and Providian National Bank, dated as of August 15, 2000, as
amended, supplemented or modified from time to time.
"United States Dollars" or "$" shall mean the lawful currency of the
United States of America.
"Variable Accumulation Series" shall mean each outstanding Series,
other than any Variable Funding Series, for which, pursuant to the terms of
the related Supplement, at the time a determination is made pursuant to
Section 4.03(e), the commencement date of the Accumulation Period may be
changed.
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22
"Variable Funding Series" shall mean Series 1993-3, Series 1998-1
and any other Series designated in the related Supplement as a Variable
Funding Series.
(b) Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 2000-2, Moody's and
Standard & Poor's. As used in this Supplement and in the Agreement with
respect to Series 2000-2, "highest investment category" shall mean (i) in the
case of Standard & Poor's, A-1+ or AAA, as applicable, and (ii) in the case of
Moody's, P-1 or Aaa, as applicable.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.
(d) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as
a whole and not to any particular provision of this Supplement; references to
any Article, Section or Exhibit are references to Articles, Sections and
Exhibits in or to this Supplement unless otherwise specified; and the term
"including" means "including without limitation".
ARTICLE III
Servicer
SECTION 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2000-2 Certificateholders with respect to any
Distribution Date (the "Monthly Servicing Fee") shall be equal to one-twelfth
of the product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested
Amount as of the last day of the Monthly Period preceding such Distribution
Date, minus (ii) the product of the amount, if any, on deposit in the Special
Funding Account as of the last day of such Monthly Period and the Floating
Allocation Percentage with respect to such Monthly Period; provided, however,
that with respect to the first Distribution Date, the Monthly Servicing Fee
shall be equal to the product of (x) 1.75%, (y) the Initial Invested Amount
and (z) a fraction, the numerator of which is the actual number of days in the
period from and including the Closing Date to and including the last day of
the Monthly Period immediately preceding the first Distribution Date and the
denominator of which is 360. The remainder of the Servicing Fee (i.e., the
portion not allocated to the Series
<PAGE>
23
2000-2 Certificateholders' Interest) shall be paid by the Seller or the
Certificateholders of other Series (as provided in the related Supplements)
and in no event shall the Trust, the Trustee or the Series 2000-2
Certificateholders be liable for the share of the Servicing Fee to be paid by
the Seller or the Certificateholders of any other Series. The Monthly
Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect thereof pursuant to Section
4.05(a)(iii) and Sections 4.05(b), (c) and (d).
ARTICLE IV
Rights of Series 2000-2 Certificateholders;
Allocation and Application of Collections
SECTION 4.01. Collections and Allocations. The Servicer shall apply,
or shall instruct the Trustee, upon written notice substantially in the form
of Exhibit B, to apply, all collections and other funds on deposit in the
Collection Account that are allocated to the Series 2000-2 Certificates as
described in this Article IV.
SECTION 4.02. Determination of Monthly Interest. (a) The amount of
monthly interest ("Class A Monthly Interest") distributable from the
Collection Account with respect to the Class A Certificates on any
Distribution Date shall be an amount equal to the product of (i) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, (ii) the Class A Certificate Rate
and (iii) the outstanding principal amount of the Class A Certificates as of
the immediately preceding Record Date.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class A Interest Shortfall"), of (x) the Class A
Monthly Interest for such Distribution Date over (y) the aggregate amount of
funds allocated and available to pay such Class A Monthly Interest on such
Distribution Date. With respect to any Distribution Date, if the Class A
Interest Shortfall with respect to the preceding Distribution Date is greater
than zero, an amount ("Class A Additional Interest") equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (ii) the Class A
Certificate Rate and (iii) such Class A Interest Shortfall (or the portion
thereof which has not been paid to Class A Certificateholders) shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution
<PAGE>
24
Date following the Distribution Date on which such Class A Interest Shortfall
occurs to and including the Distribution Date on which such Class A Interest
Shortfall is paid to Class A Certificateholders. Notwithstanding anything to
the contrary herein, Class A Additional Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product
of (i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (ii) the Class B
Certificate Rate and (iii) the Class B Invested Amount as of the immediately
preceding Record Date.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class B Interest Shortfall"), of (x) the Class B
Monthly Interest for such Distribution Date over (y) the aggregate amount of
funds allocated and available to pay such Class B Monthly Interest on such
Distribution Date. With respect to any Distribution Date, if the Class B
Interest Shortfall with respect to the preceding Distribution Date is greater
than zero, an amount ("Class B Additional Interest") equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (ii) the Class B
Certificate Rate and (iii) such Class B Interest Shortfall (or the portion
thereof which has not been paid to Class B Certificateholders) shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following the Distribution Date on which such Class B
Interest Shortfall occurs to and including the Distribution Date on which such
Class B Interest Shortfall is paid to Class B Certificateholders.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the
extent permitted by applicable law.
(c) The amount of subordinated monthly interest ("Class B
Subordinated Monthly Interest") distributable from the Collection Account with
respect to the Class B Certificates on any Distribution Date shall be an
amount equal to the product of (i) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360, (ii) the Class B Certificate Rate and (iii) the excess of the
outstanding principal amount of the Class B Certificates over the Class
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25
B Invested Amount as of the immediately preceding Record Date.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Class B Subordinated Interest Shortfall"), of (x) the
Class B Subordinated Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B
Subordinated Monthly Interest on such Distribution Date. With respect to any
Distribution Date, if the Class B Subordinated Interest Shortfall with respect
to the preceding Distribution Date is greater than zero, an amount ("Class B
Subordinated Additional Interest") equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class B Certificate Rate and
(iii) such Class B Subordinated Interest Shortfall (or the portion thereof
which has not been paid to Class B Certificateholders) shall be payable as
provided herein with respect to the Class B Certificates on each Distribution
Date following the Distribution Date on which such Class B Subordinated
Interest Shortfall occurs to and including the Distribution Date on which such
Class B Subordinated Interest Shortfall is paid to Class B Certificateholders.
Notwithstanding anything to the contrary herein, Class B Subordinated
Additional Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by applicable law.
(d) The amount of monthly interest ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Interest on any Distribution Date shall be an amount equal to one-twelfth of
the product of (i) the Collateral Interest Rate and (ii) the outstanding
principal amount of Collateral Interest as of the last Business Day of the
preceding Monthly Period, except that with respect to the first Interest
Payment Date, Collateral Monthly Interest shall mean interest accrued on the
outstanding principal amount of the Collateral Interest at the Collateral
Interest Rate from the Series Issuance Date to but excluding the first
Interest Payment Date, calculated on the basis of a 360-day year of twelve
30-day months.
On or before each Distribution Date, the Servicer shall determine
the excess, if any (the "Collateral Interest Shortfall"), of (x) the
Collateral Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such Collateral Monthly
Interest on such Distribution Date. With respect to any Distribution Date, if
the Collateral Interest Shortfall with
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26
respect to the preceding Distribution Date is greater than zero, an amount
("Collateral Additional Interest") equal to one-twelfth of the product of (i)
the Collateral Interest Rate and (ii) such Collateral Interest Shortfall (or
the portion thereof which has not been paid to the Collateral Interest Holder)
shall be payable as provided herein with respect to the Collateral Interest on
each Distribution Date following the Distribution Date on which such
Collateral Interest Shortfall occurs to and including the Distribution Date on
which such Collateral Interest Shortfall is paid to the Collateral Interest
Holder. Notwithstanding anything to the contrary herein, Collateral Additional
Interest shall be payable or distributed to the Collateral Interest Holder
only to the extent permitted by applicable law.
SECTION 4.03. Determination of Class A Monthly Principal, Class B
Monthly Principal, Collateral Monthly Principal and Class D Monthly Principal;
Principal Funding Account; Class A Accumulation Period. (a) The amount of
monthly principal ("Class A Monthly Principal") distributable from the
Collection Account with respect to the Class A Certificateholders' Interest on
each Distribution Date beginning with the first to occur of (i) the first
Special Payment Date and (ii) the first Distribution Date with respect to the
Class A Accumulation Period, shall be equal to the least of (x) Available
Principal Collections on deposit in the Collection Account with respect to
such Distribution Date, (y) for each Distribution Date with respect to the
Class A Accumulation Period, the Class A Controlled Deposit Amount for such
Distribution Date and (z) the Class A Adjusted Invested Amount on such
Distribution Date.
(b) The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificateholders' Interest on each Distribution Date beginning with the
Class B Principal Commencement Date, shall be equal to the least of (x)
Available Principal Collections on deposit in the Collection Account with
respect to such Distribution Date (less the portion of Available Principal
Collections applied to Class A Monthly Principal on such Distribution Date),
(y) for each Distribution Date with respect to the Class B Accumulation
Period, the Class B Controlled Deposit Amount for such Distribution Date and
(z) the Class B Adjusted Invested Amount on such Distribution Date.
(c) (i) The Servicer, for the benefit of the Class A
Certificateholders and the Class B Certificateholders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible
Deposit
<PAGE>
27
Account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificate holders and the Class B Certificateholders. The Principal
Funding Account shall initially be established with Bankers Trust Company.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Class A Certificate holders and the
Class B Certificateholders; provided that, on each Distribution Date all
interest and other investment income (net of losses and investment expenses)
("Principal Funding Investment Proceeds") on funds on deposit therein shall be
applied as set forth in paragraph (iii) below. Funds on deposit in the
Principal Funding Account shall be invested in Eligible Investments that will
mature so that such funds will be available at the close of business on the
Transfer Date preceding the following Distribution Date. No such Eligible
Investment in the Principal Funding Account shall be disposed of prior to its
maturity; provided, however, that the Trustee shall sell, liquidate or dispose
of such Eligible Investment before its maturity, at the written direction of
the Servicer, if such sale, liquidation or disposal would not result in a loss
of all or part of the principal portion of such Eligible Investment (the
Trustee shall not be responsible for determining whether such a loss would
result) or if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect
to such Eligible Investment. Unless the Servicer directs otherwise, funds
deposited in the Principal Funding Account on a Transfer Date (which
immediately precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(iii) On each Distribution Date with respect to the Class A
Accumulation Period and the Class B Accumulation Period and on the first
Special Payment Date, the Servicer shall direct the Trustee to withdraw from
the Principal Funding Account and deposit into the Collection Account all
Principal Funding Investment Proceeds then on deposit in the Principal Funding
Account and such Principal Funding Investment Proceeds shall be treated as a
portion of Available Finance Charge Collections for such Distribution Date.
(iv) Reinvested interest and other investment income on funds
deposited in the Principal Funding Account
<PAGE>
28
shall not be considered to be principal amounts on deposit therein for
purposes of this Supplement.
(d) (i) The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Class A
Certificateholders and the Class B Certificateholders. If, at any time, the
Principal Funding Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Principal Funding Account meeting the conditions
specified in paragraph (c)(i) above as an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Principal Funding
Account.
(ii) Pursuant to the authority granted to the Servicer in Section
3.01(b) of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the Principal Funding Account for the purposes
of carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Principal Funding Account
for the purpose of making distributions to the Class A Certificateholders and
the Class B Certificateholders.
(e) The Class A Accumulation Period is scheduled to commence at the
close of business on the last Business Day of June 2003; provided, however,
that if the Class A Accumulation Period Length on any Determination Date
(determined as described below) is less than twenty-four months, upon notice
to the Trustee, the Seller and each Rating Agency, which notice may be
included as part of the monthly statement described in Section 5.02(b), the
Servicer, at its option, may elect to modify the date on which the Class A
Accumulation Period actually commences to the last Business Day of any month
that precedes the month that is the number of months prior to the Class A
Expected Final Payment Date equal to the Class A Accumulation Period Length;
provided, however, that (i) the length of the Class A Accumulation Period
shall not be less than one month; and (ii) notwithstanding any other provision
of this Supplement to the contrary, no election to postpone the commencement
of the Class A Accumulation Period shall be
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made after a Pay Out Event (as defined in the related Supplement) shall have
occurred and is continuing with respect to any other Series. On each
Determination Date, the Servicer shall determine the "Class A Accumulation
Period Length," which shall equal the number of months such that the Class A
Accumulation Period Amount for the Monthly Period immediately preceding the
Class A Expected Final Payment Date, when aggregated with the Class A
Accumulation Period Amounts for each preceding Monthly Period, shall equal or
exceed the Class A Initial Invested Amount. Any notice by the Servicer
electing to modify the commencement of the Class A Accumulation Period
pursuant to this subsection (e) shall specify (i) the Class A Accumulation
Period Length, (ii) the commencement date of the Class A Accumulation Period
and (iii) the Class A Controlled Accumulation Amount with respect to each
Monthly Period preceding the Class A Expected Final Payment Date.
(f) The amount, if any, of monthly principal ("Collateral Monthly
Principal") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date beginning with the Collateral
Principal Commencement Date, shall be an amount equal to the lesser of (x)
Available Principal Collections with respect to such Distribution Date (minus
the portion of any Available Principal Collections applied to Class A Monthly
Principal or Class B Monthly Principal on such Distribution Date) and (y) the
Collateral Invested Amount on such Distribution Date.
(g) The amount, if any, of monthly principal ("Class D Monthly
Principal") distributable from the Collection Account with respect to the
Class D Interest on each Distribution Date beginning with the Distribution
Date on which the Class A Invested Amount, the Class B Invested Amount and the
Collateral Invested Amount are paid in full, shall be an amount equal to the
lesser of (x) Available Principal Collections with respect to such
Distribution Date (minus the portion of any Available Principal Collections
applied to Class A Monthly Principal, Class B Monthly Principal or Collateral
Monthly Principal on such Distribution Date) and (y) the Class D Invested
Amount on such Distribution Date.
SECTION 4.04. Required Amount. With respect to each Distribution
Date, on the related Determination Date, the Servicer shall determine the
amount (the "Required Amount"), if any, by which (i) the full amount required
to be paid pursuant to Sections 4.05(a)(i), (ii), (iii), (iv), (vii), (ix) and
(x) for such Distribution Date exceeds (ii) the amount of Available Finance
Charge Collections to
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30
be applied thereto for such Distribution Date. The Servicer shall give the
Trustee notice of the Required Amount on any Determination Date on which the
Servicer determines that the Required Amount is greater than zero.
SECTION 4.05. Application of Available Finance Charge Collections
and Available Principal Collections. The Servicer shall apply (if the Seller
is the Servicer and the Collection Account is maintained with the Seller) or
shall cause the Trustee to apply, on each Distribution Date, Available Finance
Charge Collections, Reallocated Principal Collections and Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, to make the following distributions:
(a) On each Distribution Date, Available Finance Charge Collections
with respect to such Distribution Date shall be distributed in the following
priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date and any Class A Additional Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, plus the amount of any Class B Additional
Interest for such Distribution Date and any Class B Additional Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class B Certificateholders;
(iii) an amount equal to the Monthly Servicing Fee for such
Distribution Date, plus the amount of any Monthly Servicing Fee
previously due but not distributed to the Servicer on any prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 4.03(a) of the Agreement);
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31
(iv) an amount equal to the Class A Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(v) an amount equal to the aggregate amount of Class A Charge-Offs
that have not been previously reimbursed shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(vi) an amount equal to Class B Subordinated Monthly Interest for
such Distribution Date, plus the amount of any Class B Subordinated
Monthly Interest previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, plus the amount of any
Class B Subordinated Additional Interest for such Distribution Date and
any Class B Subordinated Additional Interest previously due but not
distributed to Class B Certificateholders on a prior Distribution Date,
shall be distributed to the Paying Agent for payment to the Class B
Certificateholders;
(vii) an amount equal to the Class B Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(viii) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c) and (d) of the
definition of "Class B Invested Amount" (but not in excess of the amount
of such reductions that have not been previously reimbursed) shall be
treated as a portion of Available Principal Collections with respect to
such Distribution Date;
(ix) an amount equal to the Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly Interest
previously due but not paid to the Collateral Interest Holder on any
prior Distribution Date, plus the amount of any Collateral Additional
Interest for such Distribution Date and any Collateral Additional
Interest previously due but not paid to the Collateral Interest Holder on
a prior Distribution Date, shall be paid to the Collateral Interest
Holder for application in accordance with the Transfer and Administration
Agreement;
(x) an amount equal to the Collateral Defaulted Amount for such
Distribution Date shall be treated as a
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32
portion of Available Principal Collections with respect to such
Distribution Date;
(xi) on each Distribution Date from and after the Class A Reserve
Account Funding Date, but prior to the date on which the Class A Reserve
Account terminates as described in Section 4.09(f), an amount up to the
excess, if any, of the Class A Required Reserve Account Amount over the
Class A Available Reserve Account Amount shall be deposited into the
Class A Reserve Account;
(xii) on each Distribution Date from and after the Class B Reserve
Account Funding Date, but prior to the date on which the Class B Reserve
Account terminates as described in Section 4.10(f), an amount up to the
excess, if any, of the Class B Required Reserve Account Amount over the
Class B Available Reserve Account Amount shall be deposited into the
Class B Reserve Account;
(xiii) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c) and
(d) of the definition of "Collateral Invested Amount" (but not in excess
of the amount of such reductions that have not been previously
reimbursed) shall be treated as a portion of Available Principal
Collections with respect to such Distribution Date;
(xiv) an amount equal to the Class D Defaulted Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections with respect to such Distribution Date;
(xv) an amount equal to the aggregate amount by which the Class D
Invested Amount has been reduced pursuant to clauses (c) and (d) of the
definition of "Class D Invested Amount" (but not in excess of the amount
of such reductions that have not been previously reimbursed) shall be
treated as a portion of Available Principal Collections with respect to
such Distribution Date; and
(xvi) the balance, if any, shall be paid to the Collateral Interest
Holder for application in accordance with the Transfer and Administration
Agreement.
(b) On each Distribution Date, Reallocated Class D Principal
Collections shall be distributed to fund
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33
the Required Amount for such Distribution Date, the amount of such Reallocated
Class D Principal Collections being applied to the components of the Required
Amount in the same priority as amounts are applied to such components from
Available Finance Charge Collections pursuant to Section 4.05(a), and the
Class D Invested Amount (after giving effect to reductions in the Class D
Invested Amount on such Distribution Date pursuant to Section 4.06(a) in
respect of the amount by which the Class D Defaulted Amount exceeded the
amount of Available Finance Charge Collections available to fund the Class D
Defaulted Amount) shall be reduced by the amount of such Reallocated Class D
Principal Collections.
(c) On each Distribution Date, Reallocated Collateral Principal
Collections shall be distributed to fund any excess of the full amount
required to be paid pursuant to Sections 4.05(a)(i), (ii), (iii), (iv), (vii)
and (ix) for such Distribution Date over the amount of Available Finance
Charge Collections and Reallocated Class D Principal Collections applied
thereto for such Distribution Date, the amount of such Reallocated Collateral
Principal Collections being applied to fund any deficiency pursuant to
Sections 4.05(a)(i), (ii), (iii), (iv), (vii) and (ix) (but only to the extent
that any application of Reallocated Collateral Principal Collections to such
deficiency in the amount payable under Section 4.05(a)(ix) would result in a
reduction of the Class D Invested Amount) in the same priority as amounts are
applied to such Sections from Available Finance Charge Collections pursuant to
Section 4.05(a), and the Class D Invested Amount (after giving effect to
reductions in the Class D Invested Amount on such Distribution Date (i)
pursuant to Section 4.05(b) in respect of the application of Reallocated Class
D Principal Collections and (ii) pursuant to Section 4.06(a) in respect of the
amount by which the Class D Defaulted Amount exceeded the amount of Available
Finance Charge Collections available to fund the Class D Defaulted Amount)
shall be reduced by the amount of such Reallocated Collateral Principal
Collections. In the event that such reduction would cause the Class D Invested
Amount to be reduced below zero, the Class D Invested Amount shall be reduced
to zero and the Collateral Invested Amount (after giving effect to reductions
in the Collateral Invested Amount pursuant to Section 4.06(d) in respect of
the amount by which the Collateral Defaulted Amount exceeded the amount of
Available Finance Charge Collections available to fund the Collateral
Defaulted Amount) shall be reduced by the amount by which the Class D Invested
Amount would have been reduced below zero.
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34
(d) On each Distribution Date, Reallocated Class B Principal
Collections shall be distributed to fund any excess of the full amount
required to be paid pursuant to Sections 4.05(a)(i), (ii), (iii) and (iv) for
such Distribution Date over the amount of Available Finance Charge
Collections, Reallocated Class D Principal Collections and Reallocated
Collateral Principal Collections applied thereto for such Distribution Date,
the amount of such Reallocated Class B Principal Collections being applied to
fund any deficiency pursuant to Sections 4.05(a)(i), (ii) (but only to the
extent that any application of Reallocated Class B Principal Collections to
such deficiency in the amount payable under Section 4.05(a)(ii) would result
in a reduction in the Class D Invested Amount or the Collateral Invested
Amount), (iii) and (iv) in the same priority as amounts are applied to such
Sections from Available Finance Charge Collections pursuant to Section
4.05(a), and the Class D Invested Amount (after giving effect to reductions in
the Class D Invested Amount on such Distribution Date (i) pursuant to Sections
4.05(b) and (c) in respect of the application of Reallocated Class D Principal
Collections and Reallocated Collateral Principal Collections and (ii) pursuant
to Section 4.06(a) in respect of the amount by which the Class D Defaulted
Amount exceeded the amount of Available Finance Charge Collections available
to fund the Class D Defaulted Amount) shall be reduced by the amount of such
Reallocated Class B Principal Collections. In the event that such reduction
would cause the Class D Invested Amount to be reduced below zero, the Class D
Invested Amount shall be reduced to zero and the Collateral Invested Amount
(after giving effect to reductions in the Collateral Invested Amount on such
Distribution Date (i) pursuant to Section 4.05(c) in respect of the
application of Reallocated Collateral Principal Collections and (ii) pursuant
to Section 4.06(d) in respect of the amount by which the Collateral Defaulted
Amount exceeded the amount of Available Finance Charge Collections available
to fund the Collateral Defaulted Amount) shall be reduced by the amount by
which the Class D Invested Amount would have been reduced below zero. In the
event that such reduction would cause the Collateral Invested Amount to be
reduced below zero, the Collateral Invested Amount shall be reduced to zero
and the Class B Invested Amount (after giving effect to reductions in the
Class B Invested Amount pursuant to Section 4.06(c) in respect of the amount
by which the Class B Defaulted Amount exceeded the amount of Available Finance
Charge Collections, Reallocated Class D Principal Collections and Reallocated
Collateral Principal Collections available to fund the Class B Defaulted
Amount) shall be reduced by the amount by which the Collateral Invested Amount
would have been reduced below zero.
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35
(e) On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be treated as Shared
Principal Collections and applied in accordance with Section 4.04 of the
Agreement.
(f) On each Distribution Date during the period beginning on the
earlier to occur of (w) the first Distribution Date with respect to the Class
A Accumulation Period, and (x) the first Special Payment Date and ending on
the earlier to occur of (y) the payment in full to Series 2000-2
Certificateholders of the Invested Amount and (z) the Termination Date, an
amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be distributed in the
following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date shall be deposited into the Principal Funding Account,
and on the Class A Expected Final Payment Date and on each Special
Payment Date, such amounts shall be applied in accordance with Section
5.01(b);
(ii) an amount equal to Class B Monthly Principal for such
Distribution Date shall be deposited into the Principal Funding Account,
and on the Class B Expected Final Payment Date and on each Special
Payment Date, such amounts shall be applied in accordance with Section
5.01(d);
(iii) an amount equal to the Collateral Monthly Principal, if any,
for such Distribution Date shall be distributed to the Collateral
Interest Holder for application in accordance with the Transfer and
Administration Agreement;
(iv) an amount equal to the Class D Monthly Principal, if any, for
such Distribution Date shall be distributed to the Class D Holder for
application in accordance with the Transfer and Administration Agreement;
and
(v) the balance, if any, of Available Principal Collections then on
deposit in the Collection Account shall be treated as Shared Principal
Collections and applied in accordance with Section 4.04 of the Agreement.
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36
SECTION 4.06. Defaulted Amounts; Charge-Offs. (a) If, on any
Distribution Date, the Class D Defaulted Amount for the related Monthly Period
exceeds the amount of Available Finance Charge Collections available to fund
the Class D Defaulted Amount pursuant to Section 4.05(a)(xiv) on such
Distribution Date, then the Class D Invested Amount shall be reduced by the
amount of such excess; provided, however, that the Class D Invested Amount
shall not be reduced below zero. Such reductions shall thereafter be
reimbursed and the Class D Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed reductions) on any Distribution Date by
the amount of Available Finance Charge Collections allocated and available for
that purpose pursuant to 4.05(a)(xv).
(b) On each Determination Date, the Servicer shall calculate the
Class A Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Class A Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections and
Reallocated Principal Collections applied thereto on such Distribution Date,
the Class D Invested Amount (after giving effect to reductions in the Class D
Invested Amount on such Distribution Date (i) pursuant to Sections 4.05(b),
(c) and (d) in respect of the application of Reallocated Principal Collections
and (ii) pursuant to Section 4.06(a) in respect of the amount by which the
Class D Defaulted Amount exceeded the amount of Available Finance Charge
Collections available to fund the Class D Defaulted Amount) shall be reduced
by the amount of such excess. In the event that such reduction would cause the
Class D Invested Amount to be reduced below zero, the Class D Invested Amount
shall be reduced to zero and the Collateral Invested Amount (after giving
effect to reductions in the Collateral Invested Amount on such Distribution
Date (i) pursuant to Section 4.05(c) and (d) in respect of the application of
Reallocated Collateral Principal Collections and Reallocated Class B Principal
Collections and (ii) pursuant to Section 4.06(d) in respect of the amount by
which the Collateral Defaulted Amount exceeded the amount of Available Finance
Charge Collections available to fund the Collateral Defaulted Amount) shall be
reduced by the amount by which the Class D Invested Amount would have been
reduced below zero. In the event that such reduction would cause the
Collateral Invested Amount to be reduced below zero, the Collateral Invested
Amount shall be reduced to zero and the Class B Invested Amount (after giving
effect to reductions in the Class B Invested Amount on such Distribution Date
(i) pursuant to Section 4.05(d) in respect of the application of Reallocated
Class B Principal Collections and (ii) pursuant to Section 4.06(c) in respect
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37
of the amount by which the Class B Defaulted Amount exceeded the amount of
Available Finance Charge Collections, Reallocated Class D Principal
Collections and Reallocated Collateral Principal Collections available to fund
the Class B Defaulted Amount) shall be reduced by the amount by which the
Collateral Invested Amount would have been reduced below zero. In the event
that such reduction would cause the Class B Invested Amount to be reduced
below zero, the Class B Invested Amount shall be reduced to zero and the Class
A Invested Amount shall be reduced by the amount by which the Class B Invested
Amount would have been reduced below zero (a "Class A Charge-Off"). Class A
Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class
A Charge-Offs) on any Distribution Date by the amount of Available Finance
Charge Collections allocated and available for that purpose pursuant to
Section 4.05(a)(v).
(c) On each Determination Date, the Servicer shall calculate the
Class B Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Class B Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections, Reallocated
Class D Principal Collections and Reallocated Collateral Principal Collections
applied thereto for such Distribution Date, the Class D Invested Amount (after
giving effect to reductions in the Class D Invested Amount on such
Distribution Date (i) pursuant to Sections 4.05(b), (c) and (d) in respect of
the application of Reallocated Principal Collections, (ii) pursuant to Section
4.06(a) in respect of the amount by which the Class D Defaulted Amount
exceeded the amount of Available Finance Charge Collections available to fund
the Class D Defaulted Amount and (iii) pursuant to Section 4.06(b) in respect
of the amount by which the Class A Defaulted Amount exceeded the amount of
Available Finance Charge Collections and Reallocated Principal Collections
available to fund the Class A Defaulted Amount) shall be reduced by the amount
of such excess. In the event that such reduction would cause the Class D
Invested Amount to be reduced below zero, the Class D Invested Amount shall be
reduced to zero and the Collateral Invested Amount (after giving effect to
reductions in the Collateral Invested Amount on such Distribution Date (i)
pursuant to Sections 4.05(c) and (d) in respect of the application of
Reallocated Collateral Principal Collections and Reallocated Class B Principal
Collections, (ii) pursuant to Section 4.06(d) in respect of the amount by
which the Collateral Defaulted Amount exceeded the amount of Available Finance
Charge Collections available to fund the Collateral Defaulted Amount and (iii)
pursuant
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38
to Section 4.06(b) in respect of the amount by which the Class A Defaulted
Amount exceeded the amount of Available Finance Charge Collections and
Reallocated Principal Collections available to fund the Class A Defaulted
Amount) shall be reduced by the amount by which the Class D Invested Amount
would have been reduced below zero. In the event that such reduction would
cause the Collateral Invested Amount to be reduced below zero, the Collateral
Invested Amount shall be reduced to zero and the Class B Invested Amount shall
be reduced by the amount by which the Collateral Invested Amount would have
been reduced below zero (any reduction in the Class B Invested Amount in this
paragraph (d) or paragraph (c) above, a "Class B Charge-Off"). Class B
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class
B Charge-Offs) on any Distribution Date by the amount of Available Finance
Charge Collections allocated and available for that purpose pursuant to
Section 4.05(a)(viii).
(d) On each Determination Date, the Servicer shall calculate the
Collateral Defaulted Amount, if any, for the related Distribution Date. If, on
any Distribution Date, the Collateral Defaulted Amount for the related Monthly
Period exceeds the amount of Available Finance Charge Collections and
Reallocated Class D Principal Collections applied thereto for such
Distribution Date, the Class D Invested Amount (after giving effect to
reductions in the Class D Invested Amount on such Distribution Date (i)
pursuant to Sections 4.05(b), (c) and (d) in respect of the application of
Reallocated Principal Collections, (ii) pursuant to Section 4.06(a) in respect
of the amount by which the Class D Defaulted Amount exceeded the amount of
Available Finance Charge Collections available to fund the Class D Defaulted
Amount, (iii) pursuant to Section 4.06(b) in respect of the amount by which
the Class A Defaulted Amount exceeded the amount of Available Finance Charge
Collections and Reallocated Principal Collections available to fund the Class
A Defaulted Amount and (iv) pursuant to Section 4.06(c) in respect of the
amount by which the Class B Defaulted Amount exceeded the amount of Available
Finance Charge Collections, Reallocated Class D Principal Collections and
Reallocated Collateral Principal Collections available to fund the Class B
Defaulted Amount) shall be reduced by the amount of such excess. In the event
that such reduction would cause the Class D Invested Amount to be reduced
below zero, the Class D Invested Amount shall be reduced to zero and the
Collateral Invested Amount shall be reduced by the amount by which the Class D
Invested Amount would have been reduced below zero ; provided, however, that
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39
the Collateral Invested Amount shall not be reduced below zero. Such
reductions shall thereafter be reimbursed and the Collateral Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed
reductions) on any Distribution Date by the amount of Available Finance Charge
Collections allocated and available for that purpose pursuant to
4.05(a)(xiii).
SECTION 4.07. Additional Finance Charges. Subject to Section 4.05 of
the Agreement, Additional Finance Charges with respect to the Series in Group
One for any Distribution Date shall be allocated to Series 2000-2 in an amount
equal to the product of (i) the aggregate amount of Additional Finance Charges
with respect to all the Series in Group One for such Distribution Date and
(ii) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 2000-2 for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Series in Group One
for such Distribution Date. The amount of Additional Finance Charges, if any,
for Series 2000-2 for any Distribution Date shall be the "Series 2000-2
Additional Finance Charges" specified in the Transfer and Administration
Agreement. On each Distribution Date, the Trustee shall deposit into the
Collection Account for application in accordance with Section 4.05 of the
Agreement the aggregate amount of Additional Finance Charges for Series 2000-2
received by the Trustee pursuant to the Transfer and Administration Agreement
on such date. The "Finance Charge Shortfall" for Series 2000-2 for any
Distribution Date shall be equal to the excess, if any, of (x) the full amount
required to be paid pursuant to Section 4.05(a) (excluding Section
4.05(a)(xvi)) and, without duplication, pursuant to Sections 3.02(a)(i),
3.02(a)(iii) and 3.02(a)(iv) of the Transfer and Administration Agreement on
such Distribution Date over (y) Available Finance Charge Collections
(excluding any Additional Finance Charges from other Series in Group One that
are allocated to Series 2000-2 on such Distribution Date) with respect to the
related Monthly Period.
SECTION 4.08. Shared Principal Collections. Subject to Section 4.04
of the Agreement, Shared Principal Collections for any Distribution Date shall
be allocated to Series 2000-2 in an amount equal to the product of (i) the
aggregate amount of Shared Principal Collections with respect to all Series
for such Distribution Date and (ii) a fraction, the numerator of which is the
Principal Shortfall for Series 2000-2 for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Distribution Date. The
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40
"Principal Shortfall" for Series 2000-2 shall be equal to (w) for any
Distribution Date with respect to the Revolving Period, zero, (x) for any
Distribution Date with respect to the Class A Accumulation Period, the excess,
if any, of the Class A Controlled Deposit Amount with respect to such
Distribution Date over the amount of Available Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections), (y) for any Distribution Date with respect to the
Class B Accumulation Period, the excess, if any, of the Class B Controlled
Deposit Amount with respect to such Distribution Date over the amount of
Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections) and (z) for any
Distribution Date with respect to the Early Amortization Period, the excess,
if any, of the Invested Amount over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
SECTION 4.09. Class A Reserve Account. (a) The Servicer shall
establish and maintain, in the name of the Trustee, on behalf of the Trust,
for the benefit of the Class A Certificateholders, an Eligible Deposit Account
(the "Class A Reserve Account") bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Class A Reserve Account and in
all proceeds thereof. The Class A Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Class A
Certificateholders. If at any time the Class A Reserve Account ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new Class A
Reserve Account meeting the conditions specified above as an Eligible Deposit
Account, and shall transfer any cash or any investments to such new Class A
Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Class A Reserve Account from time to time in an amount up
to the Class A Available Reserve Account Amount at such time, for the purposes
set forth in this Supplement, and (ii) on each Distribution Date (from and
after the Class A Reserve Account Funding Date) prior to the termination of
the Class A Reserve Account make a deposit into the Class A Reserve Account in
the amount specified in, and otherwise in accordance with, Section
4.05(a)(xi).
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(b) Funds on deposit in the Class A Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Class A Reserve Account on any Transfer
Date or Distribution Date, after giving effect to any withdrawals from the
Class A Reserve Account on such date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date. The Trustee shall maintain for the
benefit of the Class A Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Eligible Investments. No
Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the Trustee shall sell, liquidate or dispose of an Eligible
Investment before its maturity, at the written direction of the Servicer, if
such sale, liquidation or disposal would not result in a loss of all or part
of the principal portion of such Eligible Investment (the Trustee shall not be
responsible for determining whether such a loss would result) or if, prior to
the maturity of such Eligible Investment, a default occurs in the payment of
principal, interest or any other amount with respect to such Eligible
Investment. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Class A Reserve Account shall be retained in the Class A
Reserve Account (to the extent that the Class A Available Reserve Account
Amount is less than the Class A Required Reserve Account Amount) and the
balance, if any, shall be distributed on the related Distribution Date to or
at the direction of the Seller. For purposes of determining the availability
of funds or the balance in the Class A Reserve Account for any reason under
this Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) On the Determination Date preceding each Distribution Date with
respect to the Class A Accumulation Period and the first Special Payment Date
(on or prior to the Class A Expected Final Payment Date), the Servicer shall
calculate the "Class A Reserve Draw Amount," which shall be equal to the
excess, if any, of the Class A Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding
Investment Proceeds with respect to such Distribution Date or Special Payment
Date relating to the Principal Funding Account Balance with respect to the
Class A Certificates; provided, that such amount shall be reduced to the
extent that funds otherwise would be available for deposit in the Class A
Reserve
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Account under Section 4.05(a)(xi) with respect to such Distribution Date or
Special Payment Date.
(d) In the event that for any Distribution Date the Class A Reserve
Draw Amount is greater than zero, the Class A Reserve Draw Amount, up to the
Class A Available Reserve Account Amount, shall be withdrawn from the Class A
Reserve Account on the related Transfer Date by the Trustee (acting in
accordance with the instructions of the Servicer), deposited into the
Collection Account and included in Available Finance Charge Collections for
such Distribution Date.
(e) On or before each Transfer Date, the Servicer shall determine
the amount, if any, of the Class A Reserve Account Surplus for the related
Distribution Date, after giving effect to all deposits to and withdrawals from
the Class A Reserve Account required to be made with respect to such
Distribution Date (the "Class A Reserve Account Surplus Amount"). In the event
that the Class A Reserve Account Surplus Amount with respect to any Transfer
Date is greater than zero, the Trustee, on the related Distribution Date,
acting in accordance with the instructions of the Servicer, shall withdraw
from the Class A Reserve Account, and pay to or at the direction of the
Seller, an amount equal to such Class A Reserve Account Surplus Amount.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Class A
Invested Amount is paid in full to the Class A Certificateholders, (ii
Transfer Date immediately preceding the first Special Payment Date and (iv)
the Transfer Date immediately preceding the Class A Expected Final Payment
Date, the Trustee, acting in accordance with the instructions of the Servicer,
after the prior payment of all amounts owing to the Class A Certificateholders
that are payable from the Class A Reserve Account as provided herein, shall
withdraw from the Class A Reserve Account and pay to or at the direction of
the Seller, all amounts, if any, on deposit in the Class A Reserve Account and
the Class A Reserve Account shall be deemed to have terminated for purposes of
this Supplement.
SECTION 4.10. Class B Reserve Account. (a) The Servicer shall
establish and maintain, in the name of the Trustee, on behalf of the Trust,
for the benefit of the Class B Certificateholders, an Eligible Deposit Account
(the "Class B Reserve Account") bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class B
Certificateholders. The Trustee
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shall possess all right, title and interest in all funds on deposit from time
to time in the Class B Reserve Account and in all proceeds thereof. The Class
B Reserve Account shall be under the sole dominion and control of the Trustee
for the benefit of the Class B Certificateholders. If at any time the Class B
Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Class B Reserve Account meeting the conditions specified above
as an Eligible Deposit Account, and shall transfer any cash or any investments
to such new Class B Reserve Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Class B Reserve Account from
time to time in an amount up to the Class B Available Reserve Account Amount
at such time, for the purposes set forth in this Supplement, and (ii) on each
Distribution Date (from and after the Class B Reserve Account Funding Date)
prior to the termination of the Class B Reserve Account make a deposit into
the Class B Reserve Account in the amount specified in, and otherwise in
accordance with, Section 4.05(a)(xii).
(b) Funds on deposit in the Class B Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Eligible
Investments. Funds on deposit in the Class B Reserve Account on any Transfer
Date or Distribution Date, after giving effect to any withdrawals from the
Class B Reserve Account on such date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date. The Trustee shall maintain for the
benefit of the Class B Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Eligible Investments. No
Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the Trustee shall sell, liquidate or dispose of an Eligible
Investment before its maturity, at the written direction of the Servicer, if
such sale, liquidation or disposal would not result in a loss of all or part
of the principal portion of such Eligible Investment (the Trustee shall not be
responsible for determining whether such a loss would result) or if, prior to
the maturity of such Eligible Investment, a default occurs in the payment of
principal, interest or any other amount with respect to such Eligible
Investment. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Class B Reserve Account shall be retained in the Class B
Reserve Account (to the extent that the Class B Available Reserve Account
Amount is less than the Class B Required
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Reserve Account Amount) and the balance, if any, shall be distributed on the
related Distribution Date to or at the direction of the Seller. For purposes
of determining the availability of funds or the balance in the Class B Reserve
Account for any reason under this Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such funds shall be deemed not
to be available or on deposit.
(c) On the Determination Date preceding each Distribution Date with
respect to the Class B Accumulation Period and the first Special Payment Date
(on or prior to the Class B Expected Final Payment Date), the Servicer shall
calculate the "Class B Reserve Draw Amount," which shall be equal to the
excess, if any, of the Class B Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding
Investment Proceeds with respect to such Distribution Date or Special Payment
Date relating to the Principal Funding Account Balance with respect to the
Class B Certificates; provided, that such amount shall be reduced to the
extent that funds otherwise would be available for deposit in the Class B
Reserve Account under Section 4.05(a)(xii) with respect to such Distribution
Date or Special Payment Date.
(d) In the event that for any Distribution Date the Class B Reserve
Draw Amount is greater than zero, the Class B Reserve Draw Amount, up to the
Class B Available Reserve Account Amount, shall be withdrawn from the Class B
Reserve Account on the related Transfer Date by the Trustee (acting in
accordance with the instructions of the Servicer), deposited into the
Collection Account and included in Available Finance Charge Collections for
such Distribution Date.
(e) On or before each Transfer Date, the Servicer shall determine
the amount, if any, of the Class B Reserve Account Surplus for the related
Distribution Date, after giving effect to all deposits to and withdrawals from
the Class B Reserve Account required to be made with respect to such
Distribution Date (the "Class B Reserve Account Surplus Amount"). In the event
that the Class B Reserve Account Surplus Amount with respect to any Transfer
Date is greater than zero, the Trustee, on the related Distribution Date,
acting in accordance with the instructions of the Servicer, shall withdraw
from the Class B Reserve Account, and pay to or at the direction of the
Seller, an amount equal to such Class B Reserve Account Surplus Amount.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the
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Agreement, (ii) the day on which the Class B Invested Amount is paid in full
to the Class B Certificateholders, (ii Transfer Date immediately preceding the
first Special Payment Date and (iv) the Transfer Date immediately preceding
the Class B Expected Final Payment Date or at any time if the Rating Agency
Condition is satisfied, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Class B Certificateholders that are payable from the Class B Reserve
Account as provided herein, shall withdraw from the Class B Reserve Account
and pay to or at the direction of the Seller, all amounts, if any, on deposit
in the Class B Reserve Account and the Class B Reserve Account shall be deemed
to have terminated for purposes of this Supplement.
SECTION 4.11. Interest Rate Protection Agreements. (a) The Seller
may determine from time to time, in its sole discretion, to obtain one or more
Interest Rate Protection Agreements with respect to Series 2000-2. Upon any
such determination, the Servicer shall obtain such an Interest Rate Protection
Agreement in favor of the Trust for the benefit of the Series 2000-2
Certificateholders by directing the Trustee to accept an assignment of such
Interest Rate Protection Agreement and the Trustee shall accept such
assignment. The Interest Rate Protection Agreement shall provide that the
Trust shall be entitled to receive any payments from the Interest Rate
Protection Provider thereunder (which payments shall be determined in
accordance with the Interest Rate Protection Agreement). Any Interest Rate
Protection Agreement may be terminated by the Seller or assigned by the Trust
to or at the direction of the Seller at any time at the Seller's election and
in its sole discretion. The Seller may assign to the Trust at any time in its
sole discretion any Interest Rate Protection Agreement so long as the Trust is
neither required to pay for nor obligated to make payments pursuant to such
Interest Rate Protection Agreement. The Seller will notify each Rating Agency
in writing of the assignment of any Interest Rate Protection Agreement to the
Trust within five Business Days following such assignment, unless earlier
notice is given in connection with the satisfaction of any required Rating
Agency Condition.
(b) The Trustee hereby appoints the Servicer to perform the duties
of the calculation agent under any Interest Rate Protection Agreement and the
Servicer accepts such appointment.
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(c) The Trustee hereby agrees to make demand under the guarantee, if
any, of any Interest Rate Protection Agreement in the event that the Interest
Rate Protection Provider shall fail to make any payment as provided in the
Interest Rate Protection Agreement.
ARTICLE V
Distributions and Reports to
Series 2000-2 Certificateholders
SECTION 5.01. Distributions. (a) On each Payment Date, the Paying
Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class A Certificateholder's pro rata share of the amounts that are
allocated and available on such Payment Date to pay interest on the Class A
Certificates pursuant to this Supplement.
(b) On each Special Payment Date (on or prior to the Class B
Principal Commencement Date) and on the Class A Expected Final Payment Date,
the Paying Agent shall distribute to each Class A Certificateholder of record
on the related Record Date (other than as provided in Section 12.02 of the
Agreement) such Class A Certificateholder's pro rata share of the amounts on
deposit in the Principal Funding Account (or otherwise held by the Paying
Agent) and that are allocated and available on such date to pay principal of
the Class A Certificates pursuant to this Supplement up to a maximum amount on
any such date equal to the Class A Invested Amount on such date (unless there
has been an optional repurchase of the Series 2000-2 Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation shall not apply).
(c) On each Payment Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are allocated and available on such Payment
Date to pay interest on the Class B Certificates pursuant to this Supplement.
(d) On each Special Payment Date (on or after the Class B Principal
Commencement Date), and on the Class B Expected Final Payment Date, the Paying
Agent shall distribute to each Class B Certificateholder of record on the
related Record Date (other than as provided in
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Section 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts on deposit in the Principal Funding Account (or otherwise
held by the Paying Agent) and that are allocated and available on such date to
pay principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date (unless there has been an optional repurchase of the Series 2000-2
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation shall not apply).
(e) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Secti 9.02, 10.01 and 12.02 of the Agreement and
Sections 8.01 and 8.02 of this Supplement.
(f) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Class A Certificateholders
and Class B Certificateholders hereunder shall be made by check mailed to each
Class A Certificateholder and Class B Certificate holder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any Class A Certificate or Class B Certificate or
the making of any notation thereon; provided, however, that with respect to
Class A Certificates and Class B Certificates registered in the name of a
Clearing Agency, such distributions shall be made to such Clearing Agency in
immediately available funds.
(g) Distributions to the Collateral Interest Holder shall be made in
accordance with the terms of the Transfer and Administration Agreement,
subject to the terms of, and the amounts allocated and available for such
purpose under, the Agreement and this Supplement.
(h) Distributions to the Class D Holder shall be made in accordance
with the terms of the Transfer and Administration Agreement, subject to the
terms of, and amounts allocated and available for such purpose under, the
Agreement and this Supplement.
SECTION 5.02. Reports and Statements. (a) On each Distribution Date,
the Paying Agent, on behalf of the Trustee, shall forward to each Series
2000-2 Certificateholder a statement substantially in the form of Exhibit C
prepared by the Servicer.
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(b) (i) Not later than each Determination Date, the Servicer shall
deliver to the Trustee and the Paying Agent (x) a statement substantially in
the form of E prepared by the Servicer and (y) a certificate of a Servicing
Officer substantially in the form of Exhibit D, and (ii) not later than each
Distribution Date, the Paying Agent shall deliver to each Rating Agency a copy
of the statements delivered to it by the Servicer pursuant to clause (i).
(c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2000-2 Certificateholder or
any Certificate Owner with respect to Series 2000-2 by a request in writing to
the Servicer.
(d) On or before January 31 of each calendar year, beginning with
calendar year 2001, the Paying Agent, on behalf of the Trustee, shall furnish
or cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2000-2 Certificateholder, a statement prepared by
the Servicer containing the information that is required to be contained in
the statement in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 2000-2
Certificateholder, together with such other information, if any, as is
required to be provided under the Internal Revenue Code. Such obligation of
the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Paying Agent
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.
ARTICLE VI
Additional Pay Out Events
SECTION 6.01. Additional Pay Out Event. The occurrence of the
following events (as determined by the Servicer on any Determination Date)
shall, immediately on such Determination Date without notice or other action
on the part of the Trustee or the Series 2000-2 Certificateholders, be deemed
to be a Pay Out Event solely with respect to Series 2000-2:
(a) the average of the Portfolio Yields for any three consecutive
Monthly Periods is less than the average of the Base Rates for such
Monthly Periods (as determined by the Servicer on any Determination
Date); or
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(b) the Class A Invested Amount shall not be paid in full on the
Class A Expected Final Payment Date or the Class B Invested Amount shall
not be paid in full on the Class B Expected Final Payment Date.
ARTICLE VII
Optional Repurchase; Series Termination
SECTION 7.01. Optional Repurchase. (a) On any day occurring on or
after the date on which the Invested Amount is reduced to 5% or less of the
Initial Invested Amount, the Seller shall have the option to purchase the
Series 2000-2 Certificateholders' Interest, at a purchase price equal to (i)
if such day is a Distribution Date, the Reassignment Amount for the day
immediately preceding such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the day immediately preceding
the Distribution Date following such day.
(b) The Seller shall give the Servicer and the Trustee at least 30
days prior written notice of the date on which the Seller intends to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such
Distribution Date the Seller shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit
of the Reassignment Amount into the Collection Account in accordance with the
foregoing, the Invested Amount for Series 2000-2 shall be reduced to zero and
the S Certificateholders shall have no further interest in the Receivables.
The Reassignment Amount shall be distributed as set forth in Section 8.01(b).
SECTION 7.02. Series Termination. (a) If, on the February 2009
Distribution Date, the Invested Amount (after giving effect to all changes
therein on such date) would be greater than zero, the Servicer, on behalf of
the Trustee, shall, within the 40-day period that begins on such Distribution
Date, solicit bids for the sale of Principal Receivables and the related
Finance Charge Receivables (or interests therein) in an amount equal to the
Invested Amount at the close of business on the last day of the Monthly Period
preceding the Termination Date (after giving effect to all distributions
required to be made on the Termination Date, except pursuant to this Section
7.02). Such bids shall require that such sale shall (subject to Section
7.02(b)) occur on the Termination Date. The Seller and the Collateral Interest
Holder shall be entitled to
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participate in, and to receive from the Trustee a copy of each other bid
submitted in connection with, such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Termination Date to the bidder who
made the highest cash purchase offer. The proceeds of any such sale shall be
treated as Collections on the Receivables allocated to the Series 2000-2
Certificateholders pursuant to the Agreement and this Supplement; provided,
however, that the Servicer shall determine conclusively the amount of such
proceeds that are allocable to Finance Charge Receivables and the amount of
such proceeds that are allocable to Principal Receivables. During the period
from the February 2009 Distribution Date to the Termination Date, the Servicer
shall continue to collect payments on the Receivables and allocate and deposit
such collections in accordance with the provisions of the Agreement and the
Supplements.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement. (a) Purchase Price. (i)
The amount to be paid by the Seller with respect to Series 2000-2 in
connection with a reassignment of Receivables pursuant to Section 2.06 of the
Agreement shall equal the Reassignment Amount for the first Distribution Date
following the Monthly Period in which the reassignment obligation arises under
the Agreement.
(ii) The amount to be paid by the Seller with respect to Series
2000-2 in connection with a repurchase of the Certificateholders' Interest
pursuant to Section 10.01 of the Agreement shall equal the sum of (x) the
Reassignment Amount for the Distribution Date of such repurchase and (y) the
sum of (I) the excess, if any, of (A) a price equivalent to the average of
bids quoted on the Record Date preceding the date of repurchase by at least
two recognized dealers selected by the Trustee (which may be selected from the
list attached as Schedule 1), for the purchase by such dealers of a security
that is similar to the Class A Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class A Certificates and
rated by each Rating Agency in the rating category originally assigned to the
Class A Certificates over (B) portion of the Reassignment Amount attributable
to the
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Class A Certificates and (II) the excess, if any, of (A) a price equivalent to
the average of bids quoted on the Record Date preceding the date of repurchase
by at least two recognized dealers selected by the Trustee (which may be
selected from the list attached as Schedule 1), for the purchase by such
dealers of a security that is similar to the Class B Certificates with a
remaining maturity approximately equal to the remaining maturity of the Class
B Certificates and rated by each Rating Agency in the rating category
originally assigned to the Class B Certificates over (B) the portion of the
Reassignment Amount attributable to the Class B Certificates.
(b) Distributions Pursuant to Section 7.01 or 7.02 of this
Supplement and Section 10.01 of the A With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.01 or 8.01(a)(ii)
or any amounts allocable to the Series 2000-2 Certificate holders' Interest
deposited into the Collection Account pursuant to Section 7.02, the Trustee
shall, not later than 12:00 noon, New York City time, on the related
Distribution Date, make deposits or distributions of the following amounts (in
the priority set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds: (i) (x) the Class A Invested Amount on such Distribution Date
shall be distributed to the Paying Agent for payment to the Class A
Certificateholders and (y) an amount equal to the sum of (A) Class A Monthly
Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a
prior Distribution Date and (C) the amount of Class A Additional Interest, if
any, for such Distribution Date and any Class A Additional Interest previously
due but not distributed to the Class A Certificateholders on any prior
Distribution Date, shall be distributed to the Paying Agent for payment to the
Class A Certificateholders, (ii) (x) the Class B Invested Amount on such
Distribution Date shall be distributed to the Paying Agent for payment to the
Class B Certificateholders and (y) an amount equal to the sum of (A) Class B
Monthly Interest and Class B Subordinated Monthly Interest for such
Distribution Date, (B) any Class B Monthly Interest and any Class B
Subordinated Monthly Interest previously due but not distributed to the Class
B Certificateholders on a prior Distribution Date and (C) the amount of Class
B Additional Interest and Class B Subordinated Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest and any Class B
Subordinated Additional Interest previously due but not distributed to the
Class B Certificateholders on any prior Distribution Date, shall be
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52
distributed to the Paying Agent for payment to the Class B Certificateholders,
(iii) (x) the Collateral Invested Amount on such Distribution Date shall be
distributed to the Collateral Interest Holder and (y) an amount equal to the
sum of (A) Collateral Monthly Interest for such Distribution Date, (B) any
Collateral Monthly Interest previously due but not distributed to the
Collateral Interest Holder on a prior Distribution Date, (C) the amount of
Collateral Additional Interest, if any, for such Distribution Date and any
Collateral Additional Interest previously due but not distributed to the
Collateral Interest Holder on any prior Distribution Date and (D) any other
amounts then due to the Collateral Interest Holder pursuant to the Transfer
and Administration Agreement (to the extent such amounts are payable pursuant
to the Collateral Agreement out of "Available Amount" (as defined therein)),
shall be distributed to the Collateral Interest Holder for application in
accordance with the Transfer and Administration Agreement and (iv) the
balance, if any, shall be distributed to the Class D Holder for application in
accordance with the Transfer and Administration Agreement. Notwithstanding
anything to the contrary contained in this Supplement or the Agreement, the
amount of any excess determined pursuant to paragraph (a)(ii)(y)(I) shall be
distributed to the Class A Certificateholders and the amount of any excess
determined pursuant to paragraph (a)(ii)(y)(II) shall be distributed to the
Class B Certificateholders.
(c) Distributions Pursuant to Section 2.06 of the Agreement. With
respect to any amounts deposited into the Collection Account pursuant to
Section 8.01(a)(i), the Trustee shall, not later than 12:00 noon, New York
City time, on the related Distribution Date, deposit the principal portion of
such amounts into the Special Funding Account.
(d) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent, the Collateral
Interest Holder and the Class D Holder pursuant to Section 8.01(b) for payment
to the Series 2000-2 Certificateholders shall be deemed distributed in full to
the Series 2000-2 Certificateholders on the date on which such funds are
distributed to the Paying Agent, the Collateral Interest Holder and the Class
D Holder pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement.
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SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a)
Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the C Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Paying Agent for payment to the
Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and (y) the Principal
Allocation Percentage with respect to the related Monthly Period, (ii) deduct
an amount equal to the Class B Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution
shall not exceed (x) the product of the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and the Principal Allocation
Percentage with respect to such Monthly Period minus (y) amount distributed to
the Paying Agent pursuant to clause (a)(i) of this sentence, (iii) deduct an
amount equal to the Collateral Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Collateral Interest Holder for
application in accordance with the Transfer and Administration Agreement,
provided that the amount of such distribution shall not exceed (x) the product
of the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and the Principal Allocation Percentage with respect to
such Monthly Period minus (y) the amount distributed to the Paying Agent
pursuant to clauses (a)(i) and (a)(ii) of this sentence and (iv) deduct an
amount equal to the Class D Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Class D Holder for application
in accordance with the Transfer and Administration Agreement, provided that
the amount of such distribution shall not exceed (x) the product of the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and the Principal Allocation Percentage with respect to such
Monthly Period
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minus (y) the amount distributed to the Paying Agent pursuant to clauses
(a)(i), (a)(ii) and (a)(iii) of this sentence. To the extent that the product
of (A) the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and (B) the Principal Allocation Percentage with respect
to the related Monthly Period exceeds the aggregate amounts distributed to the
Paying Agent, the Collateral Interest Holder and the Class D Holder pursuant
to the preceding sentence, the excess shall be allocated to the Seller's
Interest and shall be released to the Seller on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date) (i) deduct an amount equal to the sum of (w)
Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders
on a prior Distribution Date and (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any C Additional Interest
previously due but not distributed to the Class A Certificateholders on a
prior Distribution Date from the portion of the Insolvency Proceeds allocated
to Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class A Certificateholders, provided that the
amount of such distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and (y) the Floating Allocation Percentage with respect to the related Monthly
Period and (ii) deduct an amount equal to the sum of (w) Class B Monthly
Interest and Class B Subordinated Monthly Interest for such Distribution Date,
(x) any Class B Monthly Interest and any Class B Subordinated Monthly Interest
previously due but not distributed to the Class B Certificateholders on a
prior Distribution Date and (y) the amount of Class B Additional Interest and
Class B Subordinated Additional Interest, if any, for such Distribution Date
and any Class B Additional Interest and any Class B Subordinated Additional
Interest previously due but not distributed to the Class B Certificateholders
on a prior Distribution Date from the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and distribute such
amount to the Paying Agent for payment to the Class B Certificate holders,
provided that the amount of such distribution shall not exceed (x) the product
of the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and the Floating Allocation Percentage with respect to the
related Monthly Period minus (y) the amount
<PAGE>
55
distributed to the Paying Agent pursuant to clause (b)(i) of this sentence. To
the extent that the product of (A) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be released to the Collateral Interest Holder for
application in accordance with the Transfer and Administration Agreement.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent, the Collateral
Interest Holder and the Class D Holder pursuant to this Section for payment to
the Series 2000-2 Certificateholders shall be distributed in full to the
Series 2000-2 Certificateholders on the date on which funds are distributed to
the Paying Agent, the Collateral Interest Holder and the Class D Holder
pursuant to this Section and shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this
Supplement, for purposes of Section 9.02(a) of the Agreement, the holders of
the Series 2000-2 Certificates shall be deemed to have disapproved a
liquidation of the Receivables following an Insolvency Event with respect to
the Seller.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.02. Counterparts. This Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each
of which shall be an original, but all of which shall constitute one and the
same instrument.
SECTION 9.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
<PAGE>
56
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 9.04. Series Enhancer Notices. The Collateral Interest
Holder and the Class D Holder shall be entitled to receive all notices and
other items that are available to be delivered to Series Enhancers pursuant to
Sections 2.03, 2.04(b), 6.03(d), 8.07 and 9.02 of the Agreement, except for
notices and other items that relate solely to Series other than Series 2000-2.
SECTION 9.05. Determination of Material Adverse Effect. Any
determination of material adverse effect on Investor Certificateholders under
the Agreement or this Supplement shall be made assuming the Collateral
Invested Amount and the Class D Invested Amount are zero (including any
determination of whether a representation or warranty made therein is correct
or whether the Seller or the Servicer has duly performed a covenant contained
therein or herein).
<PAGE>
57
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Supplement to be duly executed by their respective officers as of
the day and year first above written.
PROVIDIAN NATIONAL BANK,
Seller and Servicer,
by /s/ Gwineth C. Berexa
-------------------------
Name: Gwineth C. Berexa
Title: Vice President
BANKERS TRUST COMPANY,
Trustee,
by /s/ Jenna Kaufman
-------------------------
Name: Jenna Kaufman
Title: Vice President
<PAGE>
EXHIBIT A-1
REGISTERED $__________*
No. R- CUSIP No. [ ]
[Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS A ASSET BACKED CERTIFICATE
Series 2000-2
Each $1,000 minimum denomination represents a
1/450,000 undivided interest in certain assets of the
PROVIDIAN MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of revolving credit card accounts by
PROVIDIAN NATIONAL BANK
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of
Providian National Bank,
any Additional Sellers or any affiliate thereof)
--------
*Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
<PAGE>
2
This certifies that (the "Class A Certificateholder") is the registered owner
of a fractional undivided interest in certain assets of a trust (the "Trust")
created pursuant to the Pooling and Servicing Agreement dated as of June 1,
1993 (as amended and supplemented, other than by any amendment or supplement
relating to a specific Series, the "Agreement"), as supplemented by the Series
2000-2 Supplement dated as of August 1, 2000 (as amended and supplemented, the
"Series Supplement"), between Providian National Bank, a national banking
association, as Seller and Servicer, and Bankers Trust Company, a New York
banking corporation, as trustee (the "Trustee"). The Trust will also issue
$59,300,000 of Floating Rate Class B Asset Backed Certificates, Series 2000-2,
$49,200,000 of Collateral Interest, Series 2000-2 and $20,300,000 of Class D
Interest, Series 2000-2, which will be subordinated to the Class A
Certificates as described in the Series Supplement. The corpus of the Trust
consists of (i) a portfolio of all receivables (the "Receivables") existing in
the revolving credit card accounts and other revolving credit accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from accountholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and in the Series Accounts, (v) the benefits of certain
Series Enhancements, (vi) if applicable, payments, if any, received under any
interest rate swap or cap agreement assigned to the Trust for the benefit of
the Series 2000-2 Certificateholders and (vii) all other assets and interests
constituting the Trust. Although a summary of certain provisions of the
Agreement and the Series Supplement is set forth below and on the Summary of
Terms and Conditions attached hereto and made a part hereof, this Class A
Certificate does not purport to summarize the Agreement and the Series
Supplement and reference is made to the Agreement and the Series Supplement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series Supplement,
to which Agreement and
<PAGE>
3
Series Supplement, each as amended and supplemented from time to time, the
Class A Certificateholder by virtue of the acceptance hereof assents and is
bound. It is the intent of the Sellers and the Series 2000-2
Certificateholders that, for Federal, state and local income and franchise tax
purposes only, the Series 2000-2 Certificates will qualify as indebtedness of
the Seller secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A
Certificate for Federal, state and local income and franchise tax purposes as
indebtedness of the Seller.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less
than the unpaid principal balance of the Class A Certificates. The final
principal payment with respect to the Class A Certificates is scheduled to be
made on the July 2005 Distribution Date, but the final principal payment with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for one
or more months during the Class A Accumulation Period there are not sufficient
funds to pay the Class A Controlled Accumulation Amount, then to the extent
that excess funds are not available on subsequent Distribution Dates with
respect to the Class A Accumulation Period to make up for such shortfalls, the
final payment of principal of the Class A Certificates will occur later than
the July 2005 Distribution Date.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate
shall not be entitled to any benefit under the Agreement or the Series
Supplement or be valid for any purpose.
<PAGE>
4
IN WITNESS WHEREOF, the Sellers have caused this Class A Certificate
to be duly executed.
PROVIDIAN NATIONAL BANK,
By
-------------------------
Name:
Title:
Dated: , 200_
<PAGE>
5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:
---------------------
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By:
---------------------
Authorized Officer
<PAGE>
6
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS A ASSET BACKED CERTIFICATE
Series 2000-2
Summary of Terms and Conditions
This Class A Certificate is one of a Series of Certificates entitled
Providian Master Trust, Asset Backed Certificates, Series 2000-2 (the "Series
2000-2 Certificates"), and one of a Class thereof entitled Floating Rate Class
A Asset Backed Certificates, Series 2000-2 (the "Class A Certificates"), each
of which represents a fractional undivided interest in certain assets of the
Trust. The Receivables consist of Principal Receivables which arise generally
from the purchase of merchandise and services and amounts advanced to
accountholders as cash advances and Finance Charge Receivables. The Trust
Assets are allocated in part to the certificateholders of all outstanding
Series (the "Certificateholders' Interest") with the remainder allocated to
the Seller. The aggregate interest represented by the Class A Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Invested Amount at such time. The Class A Initial
Invested Amount is $450,000,000. In addition to the Class A Certificates, the
Floating Rate Class B Asset Backed Certificates, Series 2000-2, the Collateral
Interest, Series 2000-2, the Class D Interest, Series 2000-2 and other Series
of Investor Certificates previously issued by the Trust, the Seller's Interest
has been issued to the Seller pursuant to the Agreement.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last business day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro
rata share of such amounts on deposit in the Collection Account and the
Principal Funding Account as are payable to the Class A Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with
respect to this Class A Certificate will be made by the Paying Agent by check
mailed to the address of the Class A Certificateholder of record appearing in
the Certificate Register without the presentation or surrender of this Class A
Certificate or the
<PAGE>
7
making of any notation thereon (except for the final distribution in respect
of this Class A Certificate) except that with respect to Class A Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available
funds. Final payment of this Class A Certificate will be made only upon
presentation and surrender of this Class A Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Class A Certificateholders in accordance with the Agreement and the Series
Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Sellers
have the option to repurchase the Series 2000-2 Certificateholders' Interest
in the Trust. The repurchase price of the Class A Certificates will be equal
to (a) if such day is a Distribution Date, the Reassignment Amount for the day
immediately preceding such Distribution Date or (b) if such day is not a
Distribution Date, the Reassignment Amount for the day immediately preceding
the Distribution Date following such day; excluding, in each case, any portion
of the Reassignment Amount consisting of amounts payable to the Class B
Certificateholders or the Collateral Interest Holder. Following the deposit of
such repurchase price in the Collection Account, the Class A
Certificateholders will not have any interest in the Receivables and the Class
A Certificates will represent only the right to receive such repurchase price.
This Class A Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class A Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions,
be amended by the Seller, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee, with the consent of the Holders
of
<PAGE>
8
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected
Series, for the pur pose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of or delay the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed or the total
amount of Series Enhancement available for the benefit of a Series without the
consent of each affected Investor Certificateholder (provided that any
amendment to the terms of a Pay Out Event shall not be deemed to be within the
scope of this clause (i)), (ii) change the definition of or the manner of
calculating the interest of any Investor Certificateholder without the consent
of each affected Investor Certificateholder, (iii) reduce the aforesaid
percentage required to consent to any such amendment without the consent of
each Investor Certificateholder or (iv) adversely affect the rating of any
Series or Class by each Rating Agency without the consent of the Holders of
Investor Certificates of such Series or Class evidencing not less than 66-2/3%
of the aggregate unpaid principal amount of the Investor Certificates of such
Series or Class. The Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's rights, duties or immunities
under this Agreement or otherwise.
The Class A Certificates are issuable only in minimum denominations
of $1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney-in-fact, and duly authorized in writing
with such signature guaranteed, and thereupon one or more new Class A
Certificates of authorized denominations and for the same aggregate fractional
undivided interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such
<PAGE>
9
exchange but the Servicer or Transfer Agent and Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Class A Certificate is registered as the owner hereof for all purposes,
and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them, shall be affected by notice to
the contrary except in certain circumstances described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
10
ASSIGNMENT
Social Security or other identifying number of assignee
---------------------
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto _____________________________________________
-----------------------------------------------------------------------------
(name and address of assignee)
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________ attorney-in-fact, to transfer
said Certificate on the books kept for registration thereof, with full power
of substitution in the premises.
Dated: _______________________*
Signature Guaranteed:
-----------------------
--------------------
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
<PAGE>
EXHIBIT A-2
REGISTERED $__________*
No. R- CUSIP No. [ ]
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN
(AS DEFINED BELOW).
[Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS B ASSET BACKED CERTIFICATE
Series 2000-2
Each $1,000 minimum denomination represents a
1/59,300 undivided interest in certain assets of the
PROVIDIAN MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of revolving credit card accounts by
PROVIDIAN NATIONAL BANK
and, in certain circumstances, certain Additional Sellers (as defined in
the Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of
Providian National Bank,
any Additional Sellers or any affiliate thereof)
--------
*Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
<PAGE>
2
This certifies that (the "Class B Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement
dated as of June 1, 1993 (as amended and supplemented, other than by any
amendment or supplement relating to a specific Series, the "Agreement"), as
supplemented by the Series 2000-2 Supplement dated as of August 1, 2000 (as
amended and supplemented, the "Series Supplement"), between Providian National
Bank, a national banking association, as Seller and Servicer, and Bankers
Trust Company, a New York banking corporation, as trustee (the "Trustee"). The
Trust will also issue $450,000,000 of Floating Rate Class A Asset Backed
Certificates, Series 2000-2, which will be senior to the Class B Certificates
and $49,200,000 of Collateral Interest, Series 2000-2 and $20,300,000 of Class
D Interest, Series 2000-2 (the "Class D Interest"), which will be subordinated
to the Class B Certificates, all as described in the Series Supplement. The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"Receivables") existing in the revolving credit card accounts and other
revolving credit accounts identified under the Agreement from time to time
(the "Accounts"), (ii) all Receivables generated under the Accounts from time
to time thereafter, (iii) funds collected or to be collected from
accountholders in respect of the Receivables, (iv) all funds which are from
time to time on deposit in the Collection Account and in the Series Accounts,
(v) the benefits of certain Series Enhancements (vi) if applicable, payments,
if any, received under any interest rate swap or cap agreement assigned to the
Trust for the benefit of the Series 2000-2 Certificateholders and (vii) all
other assets and interests constituting the Trust. Although a summary of
certain provisions of the Agreement and the Series Supplement is set forth
below and on the Summary of Terms and Conditions attached hereto and made a
part hereof, this Class B Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made to the Agreement and
the Series Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement and the Series
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein,
the capitalized
<PAGE>
3
terms used herein have the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series Supplement,
to which Agreement and Series Supplement, each as amended and supplemented
from time to time, the Class B Certificateholder by virtue of the acceptance
hereof assents and is bound. It is the intent of the Sellers and the Series
2000-2 Certificateholders that, for Federal, state and local income and
franchise tax purposes only, the Series 2000-2 Certificates will qualify as
indebtedness of the Seller secured by the Receivables. The Class B
Certificateholder, by the acceptance of this Class B Certificate, agrees to
treat this Class B Certificate for Federal, state and local income and
franchise tax purposes as indebtedness of the Seller.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less
than the unpaid principal balance of the Class B Certificates. The final
principal payment with respect to the Class B Certificates is scheduled to be
made on the September 2005 Distribution Date, but the final principal payment
with respect to the Class B Certificates may be paid earlier or later under
certain circumstances described in the Agreement and the Series Supplement.
Principal payments with respect to the Class B Certificates will not commence
until the Class A Invested Amount is paid in full.
The Class B Certificates may not be acquired by or for the account
of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to Section 406 of the Employee Retirement
Income Security Act of 1974 or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986 or an entity whose underlying assets include
plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they
are not Benefit Plans.
<PAGE>
4
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate
shall not be entitled to any benefit under the Agreement or the Series
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Sellers have caused this Class B Certificate
to be duly executed.
PROVIDIAN NATIONAL BANK,
By
---------------------------
Name:
Title:
Dated: , 200
<PAGE>
5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY,
as Trustee,
By:
-------------------
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By:
-------------------
Authorized Officer
<PAGE>
6
PROVIDIAN MASTER TRUST
FLOATING RATE CLASS B ASSET BACKED CERTIFICATE
Series 2000-2
Summary of Terms and Conditions
This Class B Certificate is one of a Series of Certificates entitled
Providian Master Trust, Asset Backed Certificates, Series 2000-2 (the "Series
2000-2 Certificates"), and one of a Class thereof entitled Floating Rate Class
B Asset Backed Certificates, Series 2000-2 (the "Class B Certificates"), each
of which represents a fractional undivided interest in certain assets of the
Trust. The Receivables consist of Principal Receivables which arise generally
from the purchase of merchandise and services and amounts advanced to
accountholders as cash advances and Finance Charge Receivables. The Trust
Assets are allocated in part to the certificateholders of all outstanding
Series (the "Certificateholders' Interest") with the remainder allocated to
the Seller. The aggregate interest represented by the Class B Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class B Invested Amount at such time. The Class B Initial
Invested Amount is $59,300,000. In addition to the Class B Certificates, the
Floating Rate Class A Asset Backed Certificates, Series 2000-2, the Collateral
Interest, Series 2000-2, the Class D Interest, Series 2000-2 and other Series
of Investor Certificates previously issued by the Trust, the Seller's Interest
has been issued to the Seller pursuant to the Agreement.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last business day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro
rata share of such amounts on deposit in the Collection Account
<PAGE>
7
and the Principal Funding Account as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder
of record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B Certificates registered in the name of
Cede & Co., the nominee for The Depository Trust Company, distributions will
be made in the form of immediately available funds. Final payment of this
Class B Certificate will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class B Certificateholders in
accordance with the Agreement and the Series Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Seller
have the option to repurchase the Series 2000-2 Certificateholders' Interest
in the Trust. The repurchase price of the Class B Certificates will be equal
to (a) if such day is a Distribution Date, the Reassignment Amount for the day
immediately preceding such Distribution Date or (b) if such day is not a
Distribution Date, the Reassignment Amount for the day immediately preceding
the Distribution Date following such day; excluding, in each case, any portion
of the Reassignment Amount consisting of amounts payable to the Class A
Certificateholders or the Collateral Interest Holder. Following the deposit of
such repurchase price in the Collection Account, the Class B
Certificateholders will not have any interest in the Receivables and the Class
B Certificates will represent only the right to receive such repurchase price.
This Class B Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class B Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.
<PAGE>
8
The Agreement or any Supplement may, subject to certain conditions,
be amended by the Seller, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee, with the consent of the Holders
of Investor Certificates evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates of all adversely affected
Series, for the pur pose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of or delay the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed or the total
amount of Series Enhancement available for the benefit of a Series without the
consent of each affected Investor Certificateholder (provided that any
amendment to the terms of a Pay Out Event shall not be deemed to be within the
scope of this clause (i)), (ii) change the definition of or the manner of
calculating the interest of any Investor Certificateholder without the consent
of each affected Investor Certificateholder, (iii) reduce the aforesaid
percentage required to consent to any such amendment without the consent of
each Investor Certificateholder or (iv) adversely affect the rating of any
Series or Class by each Rating Agency without the consent of the Holders of
Investor Certificates of such Series or Class evidencing not less than 66-2/3%
of the aggregate unpaid principal amount of the Investor Certificates of such
Series or Class. The Trustee may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's rights, duties or immunities
under this Agreement or otherwise.
The Class B Certificates are issuable only in minimum denominations
of $1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any
<PAGE>
9
office or agency maintained by the Transfer Agent and Registrar accompanied by
a written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder
or such Class B Certificateholder's attorney-in-fact, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Certificates of authorized denominations and for the same aggregate fractional
undivided interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent
and Registrar and any agent of any of them, may treat the person in whose name
this Class B Certificate is registered as the owner hereof for all purposes,
and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them, shall be affected by notice to
the contrary except in certain circumstances described in the Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
10
ASSIGNMENT
Social Security or other identifying number of assignee
---------------------
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ________________________________________
-----------------------------------------------------------------------------
(name and address of assignee)
the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________ attorney-in-fact, to transfer
said Certificate on the books kept for registration thereof, with full power
of substitution in the premises.
Dated: _______________________*
Signature Guaranteed:
-----------------------
--------------------
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
<PAGE>
EXHIBIT B
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 2000-2
---------------------------------------------
The undersigned, a duly authorized representative of Providian
National Bank ("PNB"), as Servicer pursuant to the Pooling and Servicing
Agreement dated as of June 1, 1993 (as amended and supplemented, the
"Agreement"), between PNB and Bankers Trust Company, as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or the Series 2000-2 Supplement dated as of August
1, 2000 between PNB and the Trustee (as amended and supplemented, the "Series
Supplement"), as applicable. This Certificate is delivered pursuant to Section
4.03(a) of the Agreement and Sections 4.05(a), 4.09, 4.10 and 4.11 of the
Series Supplement.
2. PNB is the Servicer.
3. The undersigned is a Servicing Officer.
I. Instructions to make a Withdrawal on the Distribution Date from the
Collection Account from Available Finance Charge Collections.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(a) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from Available Finance Charge Collections on deposit
in the Collection Account on __________, which date is a Distribution
Date under the Agreement, in an aggregate amount as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05(a) of the Series Supplement:
A) Class A Monthly Interest (Section 4.05(a)(i) of the Series
Supplement)
(1) Class A Monthly Interest due on the Distribution Date....$
(2) Class A Monthly Interest previously due but unpaid on a prior
Distribution Date........................................$
(3) Class A Additional Interest due on the Distribution Date or
Class A Additional Interest previously due but unpaid on a
prior Distribution Date..................................$
B) Class B Monthly Interest (Section 4.05(a)(ii) of the Series
Supplement)
(1) Class B Monthly Interest due on the Distribution Date....$
(2) Class B Monthly Interest previously due but unpaid on a prior
Distribution Date........................................$
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(3) Class B Additional Interest due on the Distribution Date or
Class B Additional Interest previously due but unpaid on a
prior Distribution Date..................................$
C) Servicing Fee (Section 4.05(a)(iii) of the Series Supplement)
(1) Monthly Servicing Fee due on the Distribution Date with respect
to the Series 2000-2 Certificates (unless such amount has been
netted against deposits to the Collection Account pursuant to
Section 4.03 of the Agreement)...........................$
(2) Monthly Servicing Fee previously due but unpaid on a prior
Distribution Date with respect to the Series 2000-2
Certificates (unless such amount has been netted against
deposits to the Collection Account pursuant to Section 4.03 of
the Agreement)...........................................$
D) Class A Defaulted Amount (Section 4.05(a)(iv) of the Series
Supplement)
(1) Class A Defaulted Amount for the Distribution Date.......$
E) Reimbursement of Class A Charge-Offs (Section 4.05(a)(v) of the
Series Supplement)
(1) Unreimbursed Class A Charge-Offs.........................$
F) Class B Subordinated Monthly Interest (Section 4.05(a)(vi) of the
Series Supplement)
(1) Class B Subordinated Monthly Interest due on the Distribution
Date.....................................................$
(2) Class B Subordinated Monthly Interest previously due but unpaid
on a prior Distribution Date.............................$
(3) Class B Subordinated Additional Interest due on the
Distribution Date or Class B Subordinated Additional Interest
previously due but unpaid on a prior Distribution Date...$
G) Class B Defaulted Amount (Section 4.05(a)(vii) of the Series
Supplement)
(1) Class B Defaulted Amount for the Distribution Date.......$
H) Reimbursement of Class B Invested Amount Reductions (Section
4.05(a)(viii) of the Series Supplement)
2
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(1) Unreimbursed reductions in the Class B Invested Amount on prior
Distribution Dates.......................................$
I) Collateral Monthly Interest (Section 4.05(a)(ix) of the Series
Supplement)
(1) Collateral Monthly Interest due on the Distribution
Date.....................................................$
(2) Collateral Monthly Interest previously due but unpaid on a
prior Distribution Date..................................$
(3) Collateral Additional Interest due on the Distribution Date or
Collateral Additional Interest previously due but unpaid on a
prior Distribution Date..................................$
J) Collateral Defaulted Amount (Section 4.05(a)(x) of the Series
Supplement)
(1) Collateral Defaulted Amount for the Distribution Date....$
K) Class A Required Reserve Account Amount (Section 4.05(a)(xi) of the
Series Supplement)
(1) On and after the Class A Reserve Account Funding Date, the
amount by which the Class A Required Reserve Account Amount
exceeds the Class A Available Reserve Account Amount.....$
L) Class B Required Reserve Account Amount (Section 4.05(a)(xii) of the
Series Supplement
(1) On and after the Class B Reserve Account Funding Date, the
amount by which the Class B Required Reserve Account Amount
exceeds the Class B Available Reserve Account Amount.....$
M) Reimbursement of Collateral Invested Amount Reductions (Section 4.05
(a)(xiii) of the Series Supplement)
(1) Unreimbursed reductions in the Collateral Invested Amount on
prior Distribution Dates.................................$
N) Class D Defaulted Amount (Section 4.05(a)(xiv) of the Series
Supplement)
(1) Class D Default Amount for the Distribution Date.........$
O) Reimbursement of Class D Invested Amount Reductions (Section
4.05(a)(xv) of the
3
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
Series Supplement)
(1) Unreimbursed reductions in the Class D Invested Amount on prior
Distribution Dates.......................................$
P) Other Collateral Interest Holder Payments (Section 4.05(a)(xvi) of
the Series Supplement)
(1) Other amounts due the Collateral Interest Holder in accordance
with the Transfer and Administration Agreement...........$
II. Instructions to Make a Withdrawal from the Collection Account from
Reallocated Principal Collections
Pursuant to Section 4.03(a) of the Agreement and Sections 4.05(b)
and (c) of the Series Supplement, the Servicer does hereby instruct the
Trustee (i) to make a withdrawal from Reallocated Principal Collections
on deposit in the Collection Account on ___________, which date is a
Distribution Date under the Agreement, in an aggregate amount as set
forth below and (ii) to apply the proceeds of such withdrawal in
accordance with Sections 4.05(b) and (c) of the Series Supplement.
A) Reallocated Class D Principal Collections (Section 4.05(b) of the
Series Supplement)
(1) Amount of Reallocated Class D Principal Collections used to
fund any deficiency in items I(A), I(B), I(C), I(D), I(G), I(I)
and I(J) on such Distribution Date.......................$
B) Reallocated Collateral Principal Collections (Section 4.05(c) of the
Series Supplement)
(1) Amount of Reallocated Collateral Principal Collections used to
fund any deficiency in items I(A), I(B), I(C), I(D), I(G) and
I(I) on such Distribution Date...........................$
C) Reallocated Class B Principal Collections (Section 4.05(d) of the
Series Supplement)
(1) Amount of Reallocated Class B Principal Collections used to
fund any deficiency in items I(A), I(B), I(C) and I(D) on such
Distribution Date........................................$
4
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
III. Instructions to make a Withdrawal from the Collection Account from
Available Principal Collections during the Revolving Period.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(e) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from Available Principal Collections on deposit in
the Collection Account on ____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below in respect
of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05(e) of the Series Supplement:
IV. Instructions to make a Withdrawal on the Distribution Date from the
Collection Account from Available Principal Collections during the
Accumulation Period or Early Amortization Period.
Pursuant to Section 4.03(a) of the Agreement and Section 4.05(f) of
the Series Supplement, the Servicer does hereby instruct the Trustee (i)
to make a withdrawal from Available Principal Collections on deposit in
the Collection Account on ____________, which date is a Distribution Date
under the Agreement, in an aggregate amount as set forth below in respect
of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.05(f) of the Series Supplement:
A) Class A Monthly Principal (Section 4.05(f)(i) of the Series
Supplement)
(1) Class A Monthly Principal to be deposited in the Principal
Funding Account on the Distribution Date.................$
B) Class B Monthly Principal (Section 4.05(f)(ii) of the Series
Supplement)
(1) Class B Monthly Principal to be deposited in the Principal
Funding Account on the Distribution Date.................$
C) Collateral Monthly Principal (Section 4.05(f)(iii) of the Series
Supplement)
(1) Collateral Monthly Principal, if any, for such Distribution
Date.....................................................$
D) Class D Monthly Principal (Section 4.05(f)(iv) of the Series
Supplement)
(1) Class D Monthly Principal, if any, for such Distribution
Date.....................................................$
E) Shared Principal Collections (Section 4.05(f)(v) of the Series
Supplement)
(1) Shared Principal Collections allocated to other Series...$
5
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(2) Shared Principal Collections to be deposited in the Special
Funding Account .........................................$
(3) Shared Principal Collections payable to the Seller.......$
V. Instructions to make Withdrawals from the Class A Reserve Account.
Pursuant to Section 4.09 of the Series Supplement, the Servicer does
hereby instruct the Trustee (i) to make a withdrawal from the Class A
Reserve Account pursuant to Section 4.09(d) of the Series Supplement on
__________, which date is a Transfer Date under the Agreement, and (ii)
to apply the proceeds of such withdrawal in accordance with Sections
4.09(b), (d) or (e), as applicable, of the Series Supplement:
A) Pursuant to Section 4.09(d) of the Series Supplement
(1) Class A Reserve Draw Amount (to be deposited in the Collection
Account on the Transfer Date)............................$
B) Pursuant to Sections 4.09(b) and (e) of the Series Supplement
(1) Class A Reserve Account Surplus and investment earnings on the
Class A Reserve Account (to be distributed at the direction of
the Seller) .............................................$
VI. Instructions to make Withdrawals from the Class B Reserve Account.
Pursuant to Section 4.10 of the Series Supplement, the Servicer does
hereby instruct the Trustee (i) to make a withdrawal from the Class B
Reserve Account pursuant to Section 4.10(d) of the Series Supplement on
__________, which date is a Transfer Date under the Agreement, and (ii)
to apply the proceeds of such withdrawal in accordance with Sections
4.10(b), (d) or (e), as applicable, of the Series Supplement:
A) Pursuant to Section 4.10(d) of the Series Supplement
(1) Class B Reserve Draw Amount (to be deposited in the Collection
Account on the Transfer Date)............................$
B) Pursuant to Sections 4.10(b) and (e) of the Series Supplement
(1) Class B Reserve Account Surplus and investment earnings on the
Class B Reserve Account (to be distributed at the direction of
the Seller) .............................................$
VII. Instructions to make Withdrawals from the Principal Funding Account
6
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
Pursuant to Section 4.03(c) of the Series Supplement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the
Principal Funding Account pursuant to Section 4.03(c) of the Series
Supplement on _________, which date is a Distribution Date under the
Agreement, and (ii) to deposit the proceeds of such withdrawal in the
Collection Account in accordance with Section 4.03(c) of the Series
Supplement:
A) Pursuant to Section 4.03(c) of the Series Supplement
(1) Principal Funding Investment Proceeds on deposit in the
Principal Funding Account (to be deposited in the Collection
Account and treated as Available Finance Charge
Collections).............................................$
VIII. Accrued and Unpaid Amounts.
After giving effect to the withdrawals, deposits and distributions
to be made in accordance with this Certificate, the following amounts
will be accrued and unpaid on the __________ Distribution Date with
respect to the Series 2000-2 Certificates:
A) Monthly Interest
(1) The aggregate amount of all due but unpaid Class A Monthly
Interest.................................................$
(2) The aggregate amount of all due but unpaid Class B Monthly
Interest.................................................$
(3) The aggregate amount of all due but unpaid Collateral Monthly
Interest.................................................$
(4) The aggregate amount of all due but unpaid Class D
Interest.................................................$
B) Monthly Servicing Fee
(1) The aggregate amount of all due but unpaid Monthly Servicing
Fees with respect to the Series 2000-2
Certificates.............................................$
C) Defaulted Amounts
(1) The aggregate amount of all unreimbursed Class A
Charge-Offs..............................................$
(2) The aggregate amount of all unreimbursed reductions in the
Class B Invested Amount..................................$
(3) The aggregate amount of all unreimbursed reductions in the
Collateral Invested Amount...............................$
7
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
(4) The aggregate amount of all unreimbursed reductions in the Class D
Interest .......................................................$
IX. Amounts to be Applied in Accordance with the Transfer and Administration
Agreement.
Pursuant to Section 3.02 of the Transfer and Administration
Agreement, the Servicer does hereby instruct the Trustee on ___________,
which date is a Distribution Date under the Agreement, to distribute the
amounts specified in I(I), I(P), III(A), IV(C), V(B) and VI(B) above,
plus other amounts available under the Transfer and Administration
Agreement, to the persons or accounts set forth below.
A) Interest on the Collateral Interest (Sections 3(c) and 3(d) of the
Collateral Agreement)
(1) Interest on the Collateral Amount at the Collateral Interest
Rate for the applicable Interest Period (pursuant to Section
3.02(i) of the Collateral Agreement).......................$
(2) Due but unpaid interest on the Collateral Interest from prior
Distribution Dates (pursuant to Section 3.02(ii) of the
Transfer and Administration Agreement).....................$
B) Amount to be deposited into the Spread Account (pursuant to
Section 3.02(iii) of the Transfer and Administration
Agreement).................................................$
C) Amount payable to the Seller (pursuant to Section 3.02(iv) of
the Transfer and Administration Agreement).................$
D) Amount payable to the Transfer or (pursuant to Section 3.02(v)
of the Transfer and Administration Agreement)..............$
8
<PAGE>
----------------------
Series 2000-1 Monthly Payment Instructions
________________ Distribution Date
----------------------
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of ___________.
PROVIDIAN NATIONAL BANK,
Servicer
By:
---------------------------------
Name:
Title:
<PAGE>
EXHIBIT C
MONTHLY STATEMENT
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 2000-2
---------------------------------------------
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1993 (as amended and supplemented, the "Agreement"), as supplemented by the
Series 2000-2 Supplement dated as of August 1, 2000 (as amended and
supplemented, the "Series Supplement"), between Providian National Bank
("PNB"), Seller and Servicer, and Bankers Trust Company, Trustee, PNB as
Servicer is required to prepare certain information each month regarding
current distributions to Class A Certificateholders, Class B
Certificateholders, Collateral Interest Holder and the Class D Interest Holder
and the performance of the Providian Master Trust (the "Trust") during the
previous month. The information which is required to be prepared for the
Series 2000-2 Certificates with respect to the Distribution Date occurring on
______________, and with respect to the performance of the Trust during the
month of ______________ is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1,000 per Investor
Certificate. Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Certificate
have their respective meanings set forth in the Agreement or Series
Supplement, as applicable.
A) Information Regarding the Current Monthly Distribution for the
Series 2000-2 Class A Certificates and Class B Certificates (stated
on the basis of $1,000 original certificate principal amount)
(1) The total amount distributed to Class A Certificateholders per
$1,000 original certificate principal amount.............$
(2) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to interest per $1,000 original
certificate principal amount.............................$
(3) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to principal per $1,000
original certificate principal amount....................$
(4) The total amount distributed to Class B Certificateholders per
$1,000 original certificate principal amount.............$
(5) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to interest per $1,000 original
certificate principal amount.............................$
(6) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to principal per $1,000
original certificate principal amount....................$
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 2000-2
Certificates
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(a) The aggregate amount of Finance Charge Receivables
collected during the Monthly Period immediately preceding
the Distribution Date...............................$
(b) The aggregate amount of Interchange collected and
allocated to the Trust for the Monthly Period immediately
preceding the Distribution Date.....................$
(c) The aggregate amount of Principal Receivables collected
during the Monthly Period immediately preceding the
Distribution Date...................................$
(d) The Floating Allocation Percentage with respect to the
Series 2000-2 Certificates for the Monthly Period
immediately preceding the Distribution Date.........%
(e) The Principal Allocation Percentage with respect to the
Series 2000-2 Certificates for the Monthly Period
immediately preceding the Distribution Date.........%
(f) The Finance Charge Receivables and Interchange collected
and allocated to the Series 2000-2 Certificates for the
Monthly Period immediately preceding the Distribution
Date................................................$
(g) The Principal Receivables collected and allocated to the
Series 2000-2 Certificates for the Monthly Period
immediately preceding the Distribution Date.........$
(2) Available Finance Charge Collections and Reallocated Principal
Collections for Series 2000-2 for the Monthly Period
immediately preceding the Distribution Date..............$
(a) The Finance Charge Receivables and Interchange collected
and allocated to the Series 2000-2 Certificates.....$
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 2000-2
Certificates........................................$
(c) Principal Funding Account Investment Proceeds........$
(d) Class A Reserve Draw Amount.........................$
(e) Class B Reserve Draw Amount.........................$
2
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(f) Additional Finance Charges from other Series allocated to
the Series 2000-2 Certificates......................$
(g) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection
Agreements..........................................$
(h) Reallocated Class D Principal Collections...........$
(i) Reallocated Collateral Principal Collections........$
(j) Reallocated Class B Principal Collections...........$
(k) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 2000-2 (total of (a),
(b), (c), (d), (e), (f), (g), (h), (i) and (j)
above)..............................................$
(3) Available Principal Collections for Series 2000-2 for the
Monthly Period immediately preceding the Distribution Date
(a) The Principal Receivables collected and allocated to the
Series 2000-2 Certificates..........................$
(b) Shared Principal Collections from other Series allocated
to the Series 2000-2 Certificates...................$
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement.......$
(d) Reallocated Class D Principal Collections...........$
(e) Reallocated Collateral Principal Collections........$
(f) Reallocated Class B Principal Collections...........$
(g) Available Principal Collections for Series 2000-2 (total
of (a), (b) and (c) minus (d), (e) and (f) above)...$
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of the
Monthly Period immediately preceding the Distribution Date.
3
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(a) 31-60 days $
(b) 61-90 days
(c) 91 or more days
----------------
(d) Total Delinquencies $
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect
to the Trust for the Monthly Period immediately preceding
the Distribution Date...............................$
(b) The aggregate Amount of Recoveries of Defaulted
Receivables processed during the Monthly Period
immediately preceding the Distribution Date.........$
(c) The Defaulted Amount for the Monthly Period immediately
preceding the Distribution Date [Defaulted Receivables
minus Recoveries]...................................$
(d) The Defaulted Amount for the Monthly Period immediately
preceding the Distribution Date allocable to the Series
2000-2 Certificates (the "Series 2000-2 Defaulted
Amount")............................................$
(e) The Class A Defaulted Amount [Series 2000-2 Defaulted
Amount multiplied by the Class A Percentage]........$
(f) The Class B Defaulted Amount [Series 2000-2 Defaulted
Amount multiplied by the Class B Percentage]........$
(6) Class A Charge-Offs
(a) The excess, if any, of the Class A Defaulted Amount over
the sum of (i) Available Finance Charge Collections
applied to such Class A Defaulted Amount, (ii) Reallocated
Principal Collections applied to such Class A Defaulted
Amount, (iii) the amount by which the Class D Invested
Amount has been reduced in respect of such Class A
Defaulted Amount, (iv) the amount by which the Collateral
Invested Amount has been reduced in respect of such Class
A Defaulted Amount and (v) the amount by which the Class B
Invested Amount has been reduced in respect of such Class
A Defaulted Amount (a "Class A Charge-Off").........$
(b) The amount of the Class A Charge-Off set forth in item
6(a)
4
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
above, per $1,000 original certificate principal amount
(which will have the effect of reducing, pro rata, the
amount of each Class A Certificateholder's
investment).........................................$
5
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(c) The total amount reimbursed on the Distribution Date in
respect of Class A Charge-Offs for prior Distribution
Dates...............................................$
(d) The amount set forth in item 6(c) above per $1,000
original certificate principal amount (which will have the
effect of increasing, pro rata, the amount of each Class A
Certificateholder's investment).....................$
(e) The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount if any, as of the Distribution Date, after
giving effect to all deposits, withdrawals and
distributions on such Distribution Date.............$
(7) Class B Charge-Offs
(a) The excess, if any, of the Class B Defaulted Amount over
the sum of (i) Available Finance Charge Collections
applied to such Class B Defaulted Amount, (ii) Reallocated
Class D Principal Collections applied to such Class B
Defaulted Amount, (iii) Reallocated Collateral Principal
Collections applied to such Class B Defaulted Amount, (iv)
the amount by which the Class D Invested Amount has been
reduced in respect of such Class B Defaulted Amount and
(v) the amount by which the Collateral Invested Amount has
been reduced in respect of such Class B Defaulted
Amount..............................................$
(b) The amount by which the Class B Invested Amount has been
reduced on the Distribution Date in respect of Reallocated
Class B Principal Collections.......................$
(c) The amount by which the Class B Invested Amount has been
reduced on the Distribution Date in respect of item 6(a)
(together with item 7(a), "Class B Charge-Offs")....$
(d) The total amount by which the Class B Invested Amount has
been reduced on the Distribution Date as set forth in
items 7(a), (b) and (c).............................$
(e) The amount set forth in item 7(d) above per $1,000
original certificate principal amount (which will have the
effect of reducing, pro rata, the amount of each Class B
Certificateholder's investment).....................$
6
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(f) The total amount reimbursed on the Distribution Date in
respect of reductions in the Class B Invested Amount on
prior Distribution Dates............................$
(g) The amount set forth in item 7(f) above per $1,000
original certificate principal amount (which will have the
effect of increasing, pro rata, the amount of each Class B
Certificateholder's investment).....................$
(h) The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount if any, as of the Distribution Date, after
giving effect to all deposits, withdrawals and
distributions on such Distribution Date.............$
(8) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount
over the sum of (i) Available Finance Charge Collections
applied to such Collateral Defaulted Amount, (ii)
Reallocated Class D Principal Collections applied to such
Collateral Defaulted Amount and (iii) the amount by which
the Class D Invested Amount has been reduced in respect of
such Collateral Defaulted Amount ...................$
(b) The amount by which the Collateral Invested Amount has
been reduced on the Distribution Date in respect of
Reallocated Collateral Principal Collections........$
(c) The amount by which the Collateral Invested Amount has
been reduced on the Distribution Date in respect of items
6(a) and 7(a) above.................................$
(d) The total amount by which the Collateral Invested Amount
has been reduced on the Distribution Date as set forth in
items 8(a), (b) and (c).............................$
(e) The total amount reimbursed on the Distribution Date in
respect of reductions in the Collateral Invested Amount on
prior Distribution Dates............................$
(f) The amount, if any, by which the outstanding principal
balance of the Collateral Interest exceeds the Collateral
Invested Amount, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals and
distributions on the Distribution Date..............$
7
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(9) Reductions in the Class D Interest
(a) The excess, if any, of the Class D Defaulted Amount over
Available Finance Charge Collections applied to such Class
D Defaulted Amount .................................$
(b) The amount by which the Class D Invested Amount has been
reduced on the Distribution Date in respect of Reallocated
Principal Collections...............................$
(c) The amount by which the Class D Invested Amount has been
reduced on the Distribution Date in respect of items 6(a),
7(a) and 8(a) above.................................$
(d) The total amount by which the Class D Invested Amount has
been reduced on the Distribution Date as set forth in
items 9(a), (b) and (c).............................$
(e) The total amount reimbursed on the Distribution Date in
respect of reductions in the Class D Invested Amount on
prior Distribution Dates............................$
(f) The amount, if any, by which the outstanding principal
balance of the Class D Interest exceeds the Class D
Invested Amount, if any, as of the Distribution Date,
after giving effect to all deposits, withdrawals and
distributions on the Distribution Date..............$
(10) Investor Monthly Servicing Fee
(a) The amount of the Series 2000-2 Monthly Servicing Fee
payable to the Servicer on the Distribution
Date................................................$
8
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(11) Class A Monthly Interest
(a) Class A Monthly Interest payable on the Distribution
Date................................................$
(12) Class B Monthly Interest
(a) Class B Monthly Interest payable on the Distribution
Date................................................$
(13) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on
the Distribution Date, after giving effect to all
deposits, withdrawals and distributions on such
Distribution Date ..................................$
(b) Deposits to the Principal Funding Account are currently
scheduled to commence on the Distribution Date occurring
in ______________. (The initial funding date for the
Principal Funding Account may be modified in certain
circumstances in accordance with the terms of the Series
Supplement.)
(14) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the Distribution
Date, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date..................$
(15) Class A Reserve Account
(a) The amount on deposit in the Class A Reserve Account on
the Distribution Date, after giving effect to all
deposits, withdrawals and distributions on such
Distribution Date and the related Transfer Date.....$
(b) The Class A Required Reserve Account Amount.........$
(16) Class B Reserve Account
(a) The amount on deposit in the Class B Reserve Account on
the Distribution Date, after giving effect to all
deposits, withdrawals and distributions on such
Distribution Date and the related Transfer Date.....$
(b) The Class B Required Reserve Account Amount.........$
9
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
C) Class A Invested Amount
(1) The Class A Initial Invested Amount......................$
(2) The Class A Invested Amount on the Distribution Date, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date...................................$
(3) The Pool Factor for the Distribution Date (which represents the
ratio of the Class A Invested Amount, as of such Distribution
Date, after giving effect to any adjustment in the Class A
Invested Amount on such Distribution Date, to the Class A
Initial Invested Amount). The amount of a Class A
Certificateholder's pro rata share of the Class A Invested
Amount can be determined by multiplying the original
denomination of the Class A Certificateholder's Certificate by
the Pool Factor..........................................%
D) Class B Invested Amount
(1) The Class B Initial Invested Amount......................$
(2) The Class B Invested Amount on the Distribution Date, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date...................................$
(3) The Pool Factor for the Distribution Date (which represents the
ratio of the Class B Invested Amount, as of such Distribution
Date, after giving effect to any adjustment in the Class B
Invested Amount on such Distribution Date, to the Class B
Initial Invested Amount). The amount of a Class B
Certificateholder's pro rata share of the Class B Invested
Amount can be determined by multiplying the original
denomination of the Class B Certificateholder's Certificate by
the Pool Factor..........................................%
E) Collateral Invested Amount
(1) The Collateral Initial Invested Amount...................$
(2) The Collateral Invested Amount on the Distribution Date, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date...................................$
(3) The Collateral Invested Amount as a percentage of the Invested
Amount on such Distribution Date.........................%
10
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
F) Class D Invested Amount
(1) The Class D Initial Invested Amount......................$
(2) The Class D Invested Amount on the Distribution Date, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date...................................$
(3) The Class D Invested Amount as a percentage of the Invested
Amount on such Distribution Date.........................%
G) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at
the close of business on the last day of the immediately
preceding Monthly Period.................................$
(2) The aggregate amount of Finance Charge Receivables in the Trust
at the close of business on the last day of the immediately
preceding Monthly Period.................................$
H) Annualized Percentages
(1) The Gross Yield (Available Finance Charge Collections for the
Series 2000-2 Certificates for the preceding Monthly Period
(excluding payments received from Interest Rate Protection
Agreements) divided by the Invested Amount of the Series 2000-2
Certificates as of the last day of the next preceding Monthly
Period, multiplied by 12)................................%
(2) The Net Loss Rate (the Series 2000-2 Defaulted Amount for the
preceding Monthly Period divided by the Invested Amount of the
Series 2000-2 Certificates as of the last day of the next
preceding Monthly Period, multiplied by 12)..............%
(3) The Portfolio Yield (the Gross Yield minus the Net Loss Rate
for the Series 2000-2 Certificates for the preceding Monthly
Period)..................................................%
(4) The Base Rate (Monthly Interest plus Monthly Servicing Fee
(based on an assumed Servicing Fee Rate of 2% per annum) for
the preceding Monthly Period with respect to the related
Distribution Date, divided by the Invested Amount of the Series
2000-2 Certificates as of the last day of the next preceding
Monthly Period, multiplied by 12)........................%
11
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
(5) The Net Spread (the Portfolio Yield minus the Base Rate for the
Series 2000-2 Certificates for the preceding Monthly
Period)..................................................%
(6) The Monthly Payment Rate (Collections of Principal Receivables
and Finance Charge Receivables with respect to all Receivables
in the Trust for the preceding Monthly Period divided by the
amount of Receivables in the Trust as of the last day of the
next preceding Monthly Period)...........................%
12
<PAGE>
---------------------------------------------
Series 2000-2 Monthly Statement
__________ Distribution Date
---------------------------------------------
H) Series 2000-2 Information for the Last Three Distribution Dates
1) Gross Yield
a) / / %
b) / / %
c) / / %
2) Net Loss Rate
a) / / %
b) / / %
c) / / %
3) Net Spread (Portfolio Yield Minus Base Rate)
a) / / %
b) / / %
c) / / %
Three Month Average %
4) Monthly Payment Rate
a) / / %
b) / / %
c) / / %
PROVIDIAN NATIONAL BANK
Servicer
By:
--------------------------------
Name:
Title:
13
<PAGE>
EXHIBIT D
MONTHLY SERVICER'S CERTIFICATE
---------------------------------------------
PROVIDIAN MASTER TRUST
SERIES 2000-2
---------------------------------------------
The undersigned, a duly authorized representative of Providian
National Bank ("PNB"), as Servicer pursuant to the Pooling and Servicing
Agreement dated as of June 1, 1993 (as amended and supplemented, the
"Agreement"), as supplemented by the Series 2000-2 Supplement dated as of
August 1, 2000 (the "Series Supplement"), between Providian National Bank, as
Seller and Servicer, and Bankers Trust Company, as Trustee, does hereby
certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.
2. PNB is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on
____________.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under
the Agreement through the Monthly Period preceding such Distribution Date
[or, if there has been a default in the performance of any such
obligation, set forth in detail (i) the nature of such default, (ii) the
action taken by the Sellers and the Servicer, if any, to remedy such
default and (iii) the current status of each such default].
6. As of the date hereof, to the best knowledge of the undersigned, no Pay
Out Event occurred on or prior to such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no Lien
has been placed on any of the Receivables other than pursuant to the
Agreement [or, if there is a Lien, such Lien consist of
________________].
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this __th day of ____________.
PROVIDIAN NATIONAL BANK,
Servicer
By:
---------------------------------
Name:
Title:
