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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 29, 1999
PEOPLE'S BANK
(Exact Name of Registrant as Specified in its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
333-45785 06-1213065
(Commission File Number) (I.R.S. Employer Identification No.)
850 Main Street, Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
(203) 338-7171
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 3
Index to Exhibits appears at page 2
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Item 5. Other Events.
The Registrant is filing final forms of the exhibits listed in Item
7(c) below.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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1.1 Underwriting Agreement.
4.2 Series 1999-1 Supplement to the Pooling and Servicing Agreement.
4.3 Interest Rate Caps.
20 Monthly Servicer's Report.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEOPLE'S BANK
Dated: October 12, 1999 By: /s/ George W. Morriss
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Name: George W. Morriss
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT 1.1
PEOPLE'S BANK CREDIT CARD MASTER TRUST
$338,000,000 Floating Rate Class A
Asset Backed Certificates, Series 1999-1
$29,000,000 Floating Rate Class B
Asset Backed Certificates, Series 1999-1
UNDERWRITING AGREEMENT
SALOMON SMITH BARNEY INC.
as Representative of
the Class A Underwriters and
as Class B Underwriter
390 Greenwich Street
6/th/ Floor
New York, New York 10013
September 22, 1999
Dear Sirs:
People's Structured Finance Corp., a Connecticut corporation ("PSFC")
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and a wholly owned subsidiary of People's Bank, a Connecticut stock savings
bank (the "Bank"), proposes, subject to the terms and conditions stated herein,
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to sell to the underwriters listed on Schedule A hereto (the "Underwriters"), an
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aggregate of $338,000,000 principal amount of People's Bank Credit Card Master
Trust Floating Rate Class A Asset Backed Certificates, Series 1999-1 (the "Class
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A Certificates") and $29,000,000 Floating Rate Class B Asset Backed
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Certificates, Series 1999-1 (the "Class B Certificates" and, together with Class
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A Certificates, the "Certificates"). We refer to you herein in your capacities
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as Underwriters and as representative of the Underwriters as the
"Representative".
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Each Certificate will represent an undivided interest in the People's
Bank Credit Card Master Trust (the "Trust") established pursuant to an Amended
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and Restated Pooling and Servicing Agreement between the Bank, as Seller and as
Servicer of the credit card receivables transferred to the Trust, and Bankers
Trust Company, as trustee (the "Trustee"), dated as of March 18, 1997, as
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further amended by an amendment thereto dated as of September 24, 1998 (the "P&S
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Agreement"). Additional credit card receivables have been transferred to the
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Trust subsequent to the date of the P&S Agreement pursuant to separate
Assignments between the Bank and the Trustee (the "Assignments"). The Bank
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assigned to PSFC all of the Bank's right, title and interest in, to and under
the Exchangeable Seller Certificate pursuant to the Assignment and Assumption
Agreement (the "Assignment and Assumption Agreement"), dated as of December 15,
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1995. The Certificates will be issued pursuant to the P&S Agreement and the
Series 1999-1 Supplement between People's Bank, as Transferor and Servicer, and
Bankers Trust Company as Trustee, dated as of September 29, 1999 (the "Series
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Supplement" and, together with the P&S Agreement and the Assignments, the
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"Pooling and Servicing Agreement"). The property of the Trust will include,
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among other things, receivables (the "Receivables") generated from time to time
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in a portfolio of MasterCard and VISA credit card accounts, all monies due or to
become due in payment of the Receivables, Recoveries and Interchange allocable
to the Trust, the benefits of the funds and securities on deposit in certain
bank accounts with respect to the Certificates and an interest rate cap
agreement for the exclusive benefit of the Class A Certificateholders and an
interest rate cap agreement for the exclusive benefit of the Class B
Certificateholders. In addition, the Certificates will have the exclusive
benefit of an interest in the Trust to be issued simultaneously with the
Certificates in the initial principal amount of $33,000,000 (the "Collateral
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Interest"), which is subordinate to the Class A Certificates and the Class B
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Certificates. To the extent not defined herein, capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement.
1. PSFC and the Bank, each only as to itself, represents and warrants
to, and agrees with, the Underwriters that:
(a) A registration statement in respect of the Certificates has been
filed with the Securities and Exchange Commission (the "Commission"); such
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registration statement and any post-effective amendment thereto, each in the
form heretofore delivered to the Underwriters, has been declared effective by
the Commission in such form; no other document with respect to such
registration statement has heretofore been filed with the Commission and no
stop order
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suspending the effectiveness of such registration statement has been issued and
no proceeding for that purpose has been initiated or, to PSFC's or the Bank's
knowledge, as applicable, threatened by the Commission (any preliminary
prospectus included in such registration statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under
the Securities Act of 1933, as amended (the "Act"), being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto and including the information contained in the
form of final prospectus filed with the Commission pursuant to Rule 424(b)
under the Act in accordance with Section 5(a) hereof and deemed by virtue of
Rule 430A under the Act to be part of the registration statement at the time it
was declared effective, each as amended at the time such part of the
registration statement became effective, being hereinafter called the
"Registration Statement"; and such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Act, being hereinafter called the
"Prospectus");
(b) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary Prospectus,
at the time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
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shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to either PSFC or the Bank by
the Representatives expressly for use therein;
(c) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospec tus will conform, in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to the Registration Statement
and any amendment thereto and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein with respect to the
Prospectus, in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made
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in reliance upon and in conformity with information furnished in writing to
either PSFC or the Bank by the Representatives expressly for use therein;
(d) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i) there has not been any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, business, management,
financial position, stockholders' equity or results of operations of either
PSFC or the Bank and any of the Bank's subsidiaries, on a consolidated basis,
and (ii) neither PSFC nor the Bank or any of the Bank's subsidiaries has
entered into any transaction or agreement (whether or not in the ordinary
course of business) material to PSFC or the Bank and the Bank's subsidiaries,
taken as a whole, that, in the case of either such clause (i) or (ii), would
reasonably be expected to materially adversely affect the interests of the
holders of the Certificates, otherwise than as set forth or contemplated in the
Prospectus;
(e) The Bank has been duly incorporated and is validly existing as a
Connecticut stock savings bank under the laws of the State of Connecticut, with
all power, authority and legal right necessary to own its properties and
conduct its business as described in the Prospectus, and to enter into and
perform its obligations under this Agreement, the Pooling and Servicing
Agreement, the Assignment and Assumption Agreement and the Loan Agreement,
and had at all relevant times, and now has, the power, authority and legal
right to acquire, own and sell the Receivables, and is duly qualified to do
business and is in good standing as a foreign corporation (or is exempt from
such requirements), and has obtained all necessary licenses and approvals with
respect to the Bank in each jurisdiction in which failure to qualify or to
obtain such licenses or approvals would render any Receivable unenforceable by
the Bank or the Trust or would have a material adverse effect on the
Certificateholders, or any Enhancement Provider;
(f) PSFC has been duly incorporated and is validly existing as a
Connecticut corporation in good standing under the laws of the State of
Connecticut, with all power, authority and legal right necessary to own its
properties and conduct its business as described in the Prospectus, and to
enter into and perform its obligations under this Agreement and the Assignment
and Assumption Agreement and had at all relevant times, and now has, the
power, authority and legal right to acquire, own and exchange the Exchangeable
Seller Certificate, and is duly qualified to do business and is in good
standing as a foreign corporation
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(or is exempt from such requirements), and has obtained all necessary licenses
and approvals in each jurisdiction in which failure to qualify or to obtain
such licenses or approvals would have a material adverse effect on the
Certificateholders or any Enhancement Provider;
(g) The Certificates have been duly authorized and, when executed,
issued and delivered pursuant to the Pooling and Servicing Agreement, duly
authenticated by the Trustee and paid for by the Underwriters in accordance
with the terms of this Agreement, will have been duly and validly executed,
authenticated, issued and delivered and will be entitled to the benefits
provided by the Pooling and Servicing Agreement; the Pooling and Servicing
Agreement has been duly authorized by the Bank and, when executed and delivered
by the Bank and the Trustee, will constitute a valid and binding agreement of
the Bank, subject (x) to the effect of any applicable bankruptcy, insolvency,
reorganization, moratoriums, and other similar laws affecting creditors' rights
generally, (y) to the effect of general principles of equity including (without
limitation) concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at law),
and (z) to the further qualification that certain remedial provisions in the
Pooling and Servicing Agreement may be limited or rendered ineffective by the
applicable laws of the State of New York or judicial decisions governing such
provisions or holding their enforcement to be unreason able under the then
existing circumstances (but there exists in the Pooling and Servicing Agreement
or pursuant to applicable law legally adequate remedies for a realization of
the principal benefits purported to be provided thereby); the Certificates and
the Pooling and Servicing Agreement conform to the descriptions thereof in the
Prospectus in all material respects;
(h) The Assignment and Assumption Agreement has been duly authorized,
executed and delivered by PSFC and the Bank, as applicable, and constitutes a
valid and binding agreement of PSFC and the Bank, subject to the effect of (x)
any applicable bankruptcy, insolvency, reorganization, moratoriums, and other
similar laws affecting creditors' rights generally and (y) general principles
of equity including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered
in a proceeding in equity or at law);
(i) The Loan Agreement has been duly authorized by the Bank and when
executed and delivered by the Bank, the Trustee, the Collateral Interest Holder
and the Agent, will constitute a valid and binding agreement of the Bank,
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subject (x) to the effect of any applicable bankruptcy, insolvency,
reorganization, moratoriums, and other similar laws affecting creditors' rights
generally, (y) to the effect of general principles of equity including (without
limitation) concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at law),
and (z) to the further qualification that certain remedial provisions in the
Loan Agreement may be limited or rendered ineffective by the applicable laws of
the State of New York or judicial decisions governing such provisions or
holding their enforcement to be unreasonable under the then existing
circumstances (but there exists in the Loan Agreement or pursuant to applicable
law legally adequate remedies for a realization of the principal benefits
purported to be provided thereby) ;
(j) This Agreement has been duly authorized, executed and delivered
by the Bank and PSFC;
(k) The issuance and sale of the Certificates and the compliance by
PSFC and the Bank, as applicable, with all of the provisions of the
Certificates, this Agreement, the Pooling and Servicing Agreement, the
Assignment and Assumption Agreement and the Loan Agreement, as applicable, and
the consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation of any
lien, mortgage, pledge, charge, security interest or encumbrance (collectively,
"Liens"), other than as contemplated in or permitted by the Pooling and
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Servicing Agreement, the Loan Agreement or the Assignment and Assumption
Agreement, upon any property or assets of PSFC or the Bank, as applicable,
pursuant to, any material indenture, mortgage, deed of trust, loan agreement or
other material agreement or instrument to which PSFC, the Bank or any of the
Bank's other subsidiaries is a party or by which any of them is bound or to
which any of the property or assets of PSFC, the Bank or any of the Bank's
other subsidiaries is subject, nor will such action result in any violation of
the provisions of the Certificate of Incorporation or By-laws of PSFC, or of
the Articles of Incorporation or By-laws of the Bank, as applicable, or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over PSFC, the Bank or any of the Bank's other
subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the issue and sale of the
Certificates or the consummation by PSFC or the Bank, as applicable, of the
transactions contemplated by this Agreement, the Assignment and Assumption
Agreement, the Loan Agreement or the
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Pooling and Servicing Agreement, except the filing of Uniform Commercial Code
financing statements with respect to the Receivables, the registration under
the Act of the Certificates, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the
Certificates by the Underwriters;
(l) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which either PSFC or the Bank, as
applicable, is a party or of which any property of either PSFC or the Bank is
the subject which are reasonably probable of adverse determination and which,
if determined adversely to PSFC or the Bank, as applicable, would have a
material adverse effect on the financial position, stockholders' equity or
results of operations of PSFC or the Bank or which could interfere with or
adversely affect the consummation of the transactions contemplated in this
Agreement, the Pooling and Servicing Agreement, the Loan Agreement or the
Assignment and Assumption Agreement; and, to the best of PSFC's and the Bank's
knowledge, as applicable, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others except as set forth in or
contemplated by the Prospectus;
(m) Neither PSFC nor the Bank or any of the Bank's other affiliates
does business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida Statutes;
(n) KPMG Peat Marwick, which have reviewed the statistical data
included in the Registration Statement, are independent public accountants as
required by the Act and the rules and regulations of the Commission thereunder;
(o) At the Time of Delivery (as specified in Section 4 hereof), the
representations and warranties of the Seller and of the Servicer, made in
Sections 2.3 and 3.3, respectively, of the Pooling and Servicing Agreement
shall be true and correct; and the representations and warranties of the Seller
relating to the Receivables made in Section 2.4 of the Pooling and Servicing
Agreement shall be true and correct; provided, however, that the breach of any
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such representations and warranties in Section 2.4 of the Pooling and Servicing
Agreement shall not be deemed to be a breach hereunder unless such breach
materially adversely affects the interests of the holders of either the Class A
Certificates or the Class B Certificates;
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(p) At the time of execution and delivery of the Pooling and
Servicing Agreement, the Bank had good and marketable title to the Receivables
transferred to the Trustee pursuant thereto, free and clear of any Liens (other
than as contemplated in the Pooling and Servicing Agreement or the Assignment
and Assumption Agreement), and will not have assigned to any Person any of its
right, title or interest in the Receivables or in such Pooling and Servicing
Agreement (other than as contemplated in the Pooling and Servicing Agreement or
the Assignment and Assumption Agreement) and PSFC will not have assigned to any
Person any of its right, title or interest in the Certificates being issued
pursuant to the Pooling and Servicing Agreement (other than as contemplated in
the Pooling and Servicing Agreement); the Bank had at such time the power and
authority to transfer the Receivables to the Trustee; PSFC has on the date
hereof the power and authority to transfer the Certificates to the
Underwriters, and, upon execution and delivery to the Trustee of the Series
Supplement and execution, authentication and delivery to the Underwriters of
the Certificates, the Trustee will have good and marketable title to or a
perfected security interest in the Receivables and the Underwriters, upon
payment of the purchase price of the Certificates, will have good and
marketable title to the Certificates, in each case free and clear of any Liens
(other than Liens created by the Underwriters and other than as contemplated in
the Pooling and Servicing Agreement or the Assignment and Assumption
Agreement);
(q) Any taxes, fees and other governmental charges imposed upon PSFC
or the Bank or on the assets of the Trust in connection with the execution,
delivery and issuance by the Bank of this Agreement, the Pooling and Servicing
Agreement and the Certificates and which are due at or prior to the Time of
Delivery have been or will have been paid by PSFC or the Bank, as applicable,
at or prior to the Time of Delivery;
(r) The Receivables pledged by the Bank to the Trustee under the
Pooling and Servicing Agreement have an aggregate outstanding balance deter
mined as of June 30, 1999 (the "Series Cut-Off Date"), in accordance with the
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Pooling and Servicing Agreement of not less than $3,190,000,000 (after giving
effect to the addition of Accounts on the Series Cut-Off Date and on August 12,
1999 and the removal of Accounts on the Series Cut-Off Date);
(s) The Trust is not an "investment company" or a company "con
trolled by" an "investment company" within the meaning of the Investment
Company Act of 1940, as amended (the "1940 Act"); and
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(t) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended.
2. Subject to the terms and conditions herein set forth, PSFC agrees
to sell and deliver to the Underwriters, and the Underwriters agree, severally
and not jointly, to purchase from PSFC the number and type of Certificates set
forth in Schedule A opposite the name of each such Underwriter. The Class A
Certificates being purchased by the Underwriters hereunder are to be purchased
at a purchase price equal to 99.775% of the principal amount thereof. The Class
B Certificates being purchased by the Underwriters hereunder are to be purchased
at a purchase price equal to 99.725% of the principal amount thereof.
3. Upon the authorization by PSFC of the release of the Certificates,
the Underwriters propose to offer the Certificates for sale upon the terms and
conditions set forth in the Prospectus.
4. The Certificates to be purchased by the Underwriters hereunder, in
definitive or book-entry form, and in such authorized denominations and
registered in such names as the Underwriters may request upon at least forty-
eight hours' prior notice to PSFC, shall be delivered by or on behalf of PSFC to
the Underwriters against payment by the Underwriters or on behalf of the
Underwriters of the purchase price therefor, in immediately available funds,
drawn to the order of PSFC, at the office of Mayer, Brown & Platt, 1675
Broadway, New York, New York 10019, at 10:00 a.m. on September 29, 1999, or at
such other place and time and date as the Underwriters and PSFC may agree upon
in writing, such time and date being herein called the "Time of Delivery" for
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such Certificates. Such Certificates will be made available for checking at
least twenty-four hours prior to the Time of Delivery at the office of Mayer
Brown & Platt described above.
5. PSFC and the Bank each agrees with the Underwriters:
(a) To advise the Underwriters promptly of any proposal to amend or
supplement the Registration Statement as filed, or the Prospectus, and will not
effect such amendment or supplement without the consent of the Representatives,
which consent shall not be unreasonably delayed or withheld; to prepare and
file the Prospectus in a form approved by the Representatives and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule
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430A(a)(3) under the Act; to advise the Underwriters, promptly after it
receives notice thereof, of the time when the Registration Statement, or any
amendment thereto, has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; to advise the Underwriters, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus
or Prospectus, of the suspension of the qualification of the Certificates for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any stop order or
any order preventing or suspending the use of any Preliminary Prospectus or
Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Underwriters may reasonably request to qualify the Certificates for offering
and sale under the securities laws of such jurisdictions as the Underwriters
may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of the Certificates, provided that in
connection therewith neither PSFC nor the Bank shall be required to qualify as
a foreign corporation or dealer in securities, or to file a general consent to
service of process, in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus in such
quantities as the Underwriters may from time to time reasonably request, and,
if the delivery of a prospectus is required at any time prior to the expiration
of nine months after the time of issue of the Prospectus in connection with the
offering or sale of the Certificates and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus in order to comply with the
Act, to notify the Underwriters and to prepare and file with the Commission and
furnish without charge to the Underwriters and to any dealer in securities as
many copies as the Underwriters may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will correct such
statement or omission or
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effect such compliance; and in case the Underwriters are required to deliver a
prospectus in connection with the sales of any of the Certificates at any time
nine months or more after the date of issue of the Prospectus, upon the request
of the Underwriters but at the expense of the Underwriters, to prepare and
deliver to the Underwriters as many copies as the Underwriters may reasonably
request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;
(d) To make generally available to the Certificateholders, as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)), an
earnings statement of the Trust (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Bank, Rule 158);
(e) During the period beginning from the date hereof and continuing
to and including the earlier of (i) the termination of trading restrictions on
the Certificates, as notified to PSFC and the Bank by the Representatives, and
(ii) the Time of Delivery, not to offer, sell, contract to sell or otherwise
dispose of any securities of PSFC or the Bank or a trust formed by the Bank
which mature more than one year after the Time of Delivery and which are
substantially similar to the Certificates, without the prior written consent of
the Representatives;
(f) So long as any Certificates are outstanding, to furnish to the
Underwriters copies of all reports or other written communications (financial
or other) furnished to holders of the Certificates, and deliver to the
Underwriters as soon as they are available, copies of any reports and financial
statements furnished to or filed by PSFC or the Bank with the Commission, or
any national securities exchange on which the Certificates or any class of
securities of the Bank are listed;
(g) So long as any Certificates are outstanding, to furnish to the
Underwriters copies of all such additional information concerning the business
and financial condition of the Trust as the Underwriters may from time to time
reasonably request; and
(h) To the extent, if any, that the rating provided with respect to
the Certificates by Standard & Poor's Ratings Services and Moody's Investors
Service, Inc. or the rating provided with respect to the Collateral Interest by
Fitch IBCA, Inc. is conditional upon the furnishing of documents or the taking
of any
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other actions by PSFC or the Bank, PSFC or the Bank, as applicable, shall
furnish such documents and take any such other actions.
6. PSFC and the Bank each covenants and agrees with the Underwriters
that together they will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the counsel and accountants of PSFC and the Bank,
as applicable, in connection with the registration of the Certificates under the
Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing this Agreement, the Pooling and Servicing Agreement, the Blue Sky and
Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Certificates; (iii) all expenses in
connection with the qualification of the Certificates for offering and sale
under state securities laws as provided in Section 5(b) hereof, including the
fees and disbursements of counsel for the Under writers in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Certificates;
(v) any cost of preparing the Certificates; (vi) the fees and expenses of the
Trustee and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Pooling and Servicing Agreement and the
Certificates; and (vii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, Section 8 and Section 11 hereof, the Underwriters will pay all of its
own costs and expenses, including the fees of its counsel, transfer taxes on
resale of any of the Certificates by it, and any advertising expenses connected
with any offers it may make.
7. The obligations of each of the Underwriters hereunder shall be
subject, in its discretion, to the condition that all representations and
warranties and other statements of each of PSFC and the Bank herein are, at and
as of the Time of Delivery, true and correct, the condition that each of PSFC
and the Bank shall have performed all of their respective obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section
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5(a) hereof; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or, to the knowledge of PSFC, the Bank
or the Under writers, threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the reasonable satisfaction of the Representatives;
(b) Since the respective dates as of which information is given in
the Prospectus, there shall not have been any material adverse change, or any
development involving a prospective material adverse change, in or affecting
the general affairs, business, management, financial position, stockholders'
equity or results of operations of either PSFC or the Bank and its subsidiaries
on a consolidated basis otherwise than as set forth or contemplated in the
Prospectus, the effect of which in the judgment of the Underwriters makes it
impracticable to proceed with the public offering or the delivery of the
Certificates on the terms and in the manner contemplated in the Registration
Statement;
(c) At the Time of Delivery, each of PSFC and the Bank shall have
furnished to the Underwriters certificates of an executive officer of PSFC or
the Bank, as applicable, as to the accuracy of the representations and
warranties of PSFC or the Bank, as applicable, herein at and as of the Time of
Delivery, as to the performance by PSFC or the Bank of all of their respective
obligations hereunder to be performed at or prior to such Time of Delivery, as
to the matters set forth in subsections (a) through (c) of this Section and as
to such other matters as the Underwriters may reasonably request;
(d) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Underwriters, shall have furnished to the Underwriters such opinion or
opinions, dated the Time of Delivery, with respect to the validity of the
Pooling and Servicing Agreement, the Certificates, the Registration Statement,
the Prospectus, and other related matters as the Underwriters may reasonably
request, and such counsel shall have received from PSFC or the Bank and their
counsel such papers and information as they may reasonably request from PSFC or
the Bank and their counsel to enable them to pass upon such matters;
(e) Mayer, Brown & Platt, counsel for PSFC and the Bank, shall have
furnished to the Underwriters their written opinion, addressed to the Under
writers and dated the Time of Delivery, in form and substance satisfactory to
the Underwriters and their counsel, substantially to the effect that:
<PAGE>
(i) This Agreement has been duly authorized, executed and
delivered by each of PSFC and the Bank;
(ii) The Certificates have been duly authorized, executed and
delivered by the Bank and, when duly authenticated in accordance with the
terms of the Pooling and Servicing Agreement and delivered to and paid for by
the Underwriters in accordance with the terms of this Agreement, will be
validly issued and entitled to the benefits provided by the Pooling and
Servicing Agreement;
(iii) The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Bank and constitutes the legal, valid and
binding agreement of the Bank enforceable against the Bank in accordance with
its terms, subject (x) to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights generally, (y) to the effect of general principles of
equity including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered
in a proceeding in equity or at law), and (z) to the further qualification
that certain remedial provisions in the Pooling and Servicing Agreement may
be limited or rendered ineffective by the applicable laws of the State of New
York or judicial decisions governing such provisions or holding their
enforcement to be unreasonable under the then existing circumstances (but,
in such counsel's opinion, there exists in the Pooling and Servicing
Agreement or pursuant to applicable law legally adequate remedies for a
realization of the principal benefits purported to be provided thereby);
(iv) The Assignment and Assumption Agreement has been duly
authorized, executed and delivered by each of PSFC and the Bank and
constitutes the legal, valid and binding agreement of each of PSFC and the
Bank enforceable against PSFC and the Bank in accordance with its terms,
subject (x) to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally and (y) to the effect of general principles of equity
including (without limitation) concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law);
<PAGE>
(v) The Loan Agreement has been duly authorized, executed and
delivered by the Bank and constitutes the legal, valid and binding agreement
of the Bank enforceable against the Bank in accordance with its terms,
subject (x) to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally and (y) to the effect of general principles of equity
including (without limitation) concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law), and (z) to the further qualification that certain remedial
provisions in the Loan Agreement may be limited or rendered ineffective by
the applicable laws of the State of New York or judicial decisions governing
such provisions or holding their enforcement to be unreasonable under the
then existing circumstances (but there exists in the Loan Agreement or
pursuant to applicable law legally adequate remedies for a realization of the
principal benefits purported to be provided thereby);
(vi) The Pooling and Servicing Agreement need not be qualified
under the Trust Indenture Act of 1939, as amended; and the Trust is not now,
and immediately following the sale of the Certificates pursuant to this
Agreement will not be, required to register under the 1940 Act;
(vii) Such counsel has participated in the preparation of the
Registration Statement and Prospectus. From time to time, such counsel has
had discussions with the officers and employees of PSFC and the Bank, the
independent accountants of PSFC and the Bank, and employees and
representatives of the Underwriters concerning the information contained in
the Registration Statement and Prospectus. Based thereupon such counsel is of
the opinion that the Registration Statement and the Prospectus (except for
the operating statistics, financial statements, financial schedules and other
financial and operating data included therein, as to which it expresses no
view) comply as to form with the Act and the rules and regulations
thereunder;
(viii) The statements in the Prospectus under "Certain Legal
Aspects of the Receivables," insofar as such statements constitute a summary
of the legal matters, documents or proceedings
<PAGE>
referred to therein, have been reviewed by such counsel and are correct in
all material respects. Furthermore, insofar as the statements contained in
the Registration Statement purport to summarize certain provisions of the
Certificates and the Pooling and Servicing Agreement, such statements
present summaries of such provisions that are accurate in all material
respects;
(ix) The Registration Statement has become effective under the
Act, and the Prospectus has been filed with the Commission pursuant to Rule
424(b) thereunder in the manner and within the time period required by Rule
424(b). To the best of such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose are pending or threatened by the Commission.
Such counsel does not know of any contracts or documents of a character
required to be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement that are not described and
filed as required;
(x) Such counsel has not independently verified and is not passing
upon, and does not assume any responsibility for, the accuracy, completeness
or fairness (except as set forth in paragraph (viii) above and under the
headings "Prospectus Summary--Tax Status," "Prospectus Summary--ERISA
Considerations," "Certain Federal Income Tax Consequences" and "Certain
Employee Benefit Plan Considerations") of the information contained in the
Registration Statement and Prospectus. Based upon the participation and
discussions described above, no facts have come to such counsel's attention
that cause it to believe that the Registration Statement, as of its effective
date (except for the financial statements, financial schedules and other
financial and operating data included therein as to all of which such counsel
expresses no view), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading, or that the
Prospectus, as of its date and as of the Closing Date (except for the
financial statements, financial schedules, and other financial and operating
data included therein as to which such counsel expresses no view) contained
or contains any untrue statement of a material fact or omitted or omits to
state a
<PAGE>
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading; and
(xi) The Receivables are accounts or general intangibles as
defined in the Uniform Commercial Code.
In rendering such opinion, such counsel shall be entitled to rely as to matters
of fact upon such certificates or other assurances of public officials and such
certificates of one or more officers of PSFC, the Bank and/or the Bank's
other subsidiaries or the legal opinion of the general counsel of PSFC and/or
the Bank as such counsel shall reasonably deem necessary.
(f) Mayer, Brown & Platt, counsel for PSFC and the Bank, shall have
furnished to the Underwriters their opinion or opinions, dated the Time of
Delivery and satisfactory in form and substance to the Underwriters and its
counsel, with respect to certain matters relating to the transfer of the
Receivables to the Trust, and the Financial Institutions Reform, Recovery and
Enforcement Act with respect to the effect of receivership of the Bank and with
respect to other related matters in a form previously approved by the
Underwriters and its counsel;
(g) Mayer, Brown & Platt, special tax counsel for the Bank, shall
have furnished to the Underwriters their opinion or opinions, dated the Time of
Delivery and satisfactory in form and substance to the Underwriters, to the
effect that for federal and New York State income tax purposes the Certificates
will be characterized as indebtedness that is secured by the Receivables, and
that the Trust will be treated as a mere security device for Federal and New
York State income tax purposes, and the statements set forth in the Prospectus
under the headings "Prospectus Summary -- Tax Status," "Prospectus Summary --
ERISA Considerations," "Certain Federal Income Tax Consequences" and "Certain
Employee Benefit Plan Considerations" are a fair and accurate summary of the
material tax consequences of the issuance and holding of the Certificates;
(h) Pullman & Comley, LLC, special Connecticut tax counsel for the
Bank, shall have furnished to the Underwriters their opinion, dated the Time of
Delivery and satisfactory in form and substance to the Underwriters and its
counsel, to the effect that for Connecticut state income tax purposes the
Certificates will be characterized as indebtedness that is secured by the
Receivables and
<PAGE>
that the Trust will be treated as a mere security device for Connecticut state
tax purposes;
(i) Pullman & Comley, LLC, special Connecticut counsel for PSFC and
the Bank, shall have furnished to the Underwriters their opinion or opinions,
dated the Time of Delivery and satisfactory in form and substance to the Under
writer and its counsel, with respect to the perfection of the Trust's interest
in the Receivables and with respect to the applicability of certain provisions
of Connecticut state banking law with respect to the effect of receivership
of the Bank and with respect to other related matters in a form previously
approved by the Underwriters and its counsel;
(j) William T. Kosturko, general counsel of each of PSFC and the
Bank, shall have furnished to the Underwriters his written opinion, addressed
to the Underwriters and dated the Time of Delivery, in form and substance
satisfactory to the Underwriters and their counsel, substantially to the
effect that:
(i) The Bank has been duly incorporated and is validly existing as
a Connecticut stock savings bank under the laws of the State of Connecticut,
with power, authority and legal right necessary to own its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement, the Pooling and Servicing
Agreement, the Loan Agreement and the Assignment and Assumption Agreement
and had at all relevant times, and now has, the power, authority and legal
right to ac quire, own and sell the Receivables, and is duly qualified to do
business and is in good standing as a foreign corporation (or is exempt
from such requirements), and has obtained all necessary licenses and
approvals with respect to the Bank in each jurisdiction in which failure to
qualify or to obtain such licenses or approvals would render any Receivable
unenforceable by the Bank or the Trust or would have a material adverse
effect on the Certificateholders or any Enhancement Provider;
(ii) PSFC has been duly incorporated and is validly existing as a
Connecticut corporation in good standing under the laws of the State of
Connecticut, with all power, authority and legal right necessary to own its
properties and conduct its business as described in the Prospectus, and to
enter into and perform its obligations under
<PAGE>
this Agreement and had at all relevant times, and now has, the power,
authority and legal right to acquire, own and exchange the Exchangeable
Seller Certificate, and is duly qualified to do business and is in good
standing as a foreign corporation (or is exempt from such requirements), and
has obtained all necessary licenses and approvals in each jurisdiction in
which failure to qualify or to obtain such licenses or approvals would have a
material adverse effect on the Certificate holders or any Enhancement
Provider;
(iii) This Agreement, the Pooling and Servicing Agreement, the
Certificates, the Assignment and Assumption Agreement and the Loan
Agreement have been duly authorized, executed and delivered by the Bank;
(iv) This Agreement and the Assignment and Assumption Agreement
have been duly authorized, executed and delivered by PSFC;
(v) No consent, approval, authorization or order of any
governmental agency or body is required for (A) the performance by the Bank
of its obligations under the Pooling and Servicing Agreement or the Loan
Agreement, or (B) the issuance and sale of the Certificates or of the
Collateral Interest, except such as have been obtained under the Act and as
may be required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Certificates by the Underwriters;
(vi) Neither the execution and delivery of this Agreement or the
Assignment and Assumption Agreement by PSFC and the Bank, or the
Certificates, the Pooling and Servicing Agreement or the Loan Agreement by
the Bank, nor the performance by PSFC or the Bank of the transactions therein
contemplated will result in any material violation of any statute or
regulation or any order or decree known to such counsel of any court or
governmental authority binding upon PSFC or the Bank, as applicable, or their
respective property, or conflict with, or result in a breach or violation of
any term or provision of, or result in a default under any of the terms and
provisions of, the Certificate of Incorporation of PSFC, the Articles of
Incorporation of the Bank, the By-laws of PSFC or the Bank, as applicable, or
any
<PAGE>
material indenture, loan agreement or other material agreement of PSFC or the
Bank known to such counsel by which PSFC or the Bank is bound, or result in a
violation, or contravene the terms, of any statute or regulation or, to the
knowledge of such counsel, order applicable to PSFC or the Bank of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over PSFC or the Bank, except such counsel need express no
opinion as to any statute, order or regulation the violation of which would
not have any material adverse effect on PSFC or the Bank or their respective
activities or to which PSFC or the Bank may be subject as a result of the
legal or regulatory status of the addressees of the opinion or as a result of
such Persons' involvement in the transactions contemplated by this Agreement,
the Pooling and Servicing Agreement or the Loan Agreement;
(vii) There are no proceedings or investigations pending or, to
the best knowledge of such counsel, threatened against PSFC or the Bank,
before any governmental authority (i) asserting the invalidity of this
Agreement, the Pooling and Servicing Agreement, the Loan Agreement, the
Certificates or the Assignment and Assumption Agreement, (ii) seeking to
prevent the issuance of the Certificates or of the Collateral Interest or the
consummation of any of the transactions contemplated by this Agreement, the
Pooling and Servicing Agreement, the Loan Agreement, the Certificates or the
Assumption Agreement, (iii) seeking any determination or ruling that would
materially and adversely affect the performance by PSFC or the Bank of their
respective obligations under this Agreement, the Pooling and Servicing
Agreement, the Loan Agreement or the Assumption Agreement (iv) seeking any
determination or ruling that would materially and adversely affect the
validity or enforceability of this Agreement, the Pooling and Servicing
Agreement, the Loan Agreement, the Certificates or the Assignment and
Assumption Agreement, or (v) seeking to assert any tax liability against the
Trust under the United States Federal, New York State or Connecticut State
income tax systems;
(viii) The statements in the Prospectus concerning PSFC and the
Bank and conduct of their respective business have
<PAGE>
been reviewed by such counsel and are correct in all material respects; and
(ix) Such counsel has not independently verified and is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness (except as set forth in paragraph (viii) above) of
the information contained in the Registration Statement and Prospectus. Based
upon the participation and discussions described in subsection 7(e)(vii)
above, no facts have come to such counsel's attention that cause him to
believe that the Registration Statement, as of its effective date (except for
the financial statements, financial schedules and other financial and
operating data included therein as to all of which such counsel expresses no
view), contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make
the statements therein not misleading, or that the Prospectus, as of its date
and as of the Closing Date (except for the financial statements, financial
schedules, and other financial data included therein as to which such counsel
expresses no view) contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(k) On the effective date of the Registration Statement and the
effective date of the most recently filed post-effective amendment to the
Registration Statement and also at the Time of Delivery, KPMG Peat Marwick
shall have furnished to the Underwriters letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to the Underwriters,
containing statements and information of the type customarily included in
accountants' "comfort letters" and "specified procedures letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus;
(l) At the Time of Delivery, the Underwriters shall have received an
opinion of Seward & Kissel, counsel to the Trustee, dated the Time of Delivery,
and satisfactory in form and substance to the Underwriters and their counsel,
to the effect that:
<PAGE>
(i) the Trustee is a banking corporation duly incorporated and
validly existing under the laws of the State of New York;
(ii) the Trustee has full power and authority to execute and
deliver, and to perform its obligations under the Pooling and Servicing
Agreement and the Loan Agreement and to carry out the transactions
contemplated by the Pooling and Servicing Agreement and the Loan Agreement;
(iii) each of the P&S Agreement, the Assignment and Assumption
Agreement, the Series Supplement and the Loan Agreement has been duly
authorized, executed and delivered by the Trustee;
(iv) assuming the due execution and delivery by the Bank of each
of the Pooling and Servicing Agreement and the Loan Agreement and that each
of the Pooling and Servicing Agreement and the Loan Agreement is the legal,
valid and binding obligation of the Bank, each of the Pooling and Servicing
Agreement and the Loan Agreement constitutes a legal, valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms, except as the enforceability thereof may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium, liquidation and other
similar laws affecting the enforceability of creditors' rights generally, and
general principles of equity (regardless of whether the enforcement of such
remedies is considered in a proceeding at law or in equity) as well as
concepts of reasonableness, good faith and fair dealing;
(v) the Certificates have been duly authenticated by the Trustee
pursuant to the Pooling and Servicing Agreement;
(vi) no approval, authorization or other action by or filing with,
any governmental authority of the United States of America or the State of
New York having jurisdiction over the banking or trust powers of the Trustee
is required in connection with the execution and delivery by the Trustee of
the Pooling and Servicing Agreement or the Loan Agreement or the
performance by the Trustee thereunder; and
<PAGE>
(vii) the execution and delivery of the Pooling and Servicing
Agreement and the Loan Agreement and the performance by the Trustee of their
respective terms do not conflict with or result in a violation of (A) any
United States of America or State of New York law or regulation governing the
banking or trust powers of the Trustee or (B) the Articles of Incorporation
or By-laws of the Trustee;
(m) At the Time of Delivery, the Underwriters shall have received the
favorable written opinions of German counsel to Bayerische Hypo- und
Vereinsbank (which may be internal counsel), and of Cadwalader, Wickersham &
Taft, counsel to Bayerische Hypo- und Vereinsbank, New York Branch (the
"Collateral Interest Holder"), as to the due authorization, execution and
---------------------------
delivery of the Loan Agreement by the Collateral Interest Holder and the
enforceability of the Loan Agreement, in each case in form and substance
satisfactory to the Underwriters and their counsel.
(n) The Underwriters shall have received evidence satisfactory to the
Underwriters that the Class A Certificates have received the rating of AAA by
Standard & Poor's Ratings Services and the rating of Aaa by Moody's Investors
Service, Inc., the Class B Certificates shall have received the rating of A
from Standard and Poor's Ratings Services and a rating of A2 from Moody's
Investor's Service, Inc. and the Collateral Interest shall have received the
rating of BBB from Fitch IBCA, Inc. and such ratings shall not have been
rescinded or lowered, or at the Time of Delivery be under surveillance or
review;
(o) At the Time of Delivery, the Underwriters shall have received one
or more opinions of counsel to Goldman Sachs Mitsui Marine Derivative Products,
L.P. (the "Interest Rate Cap Provider"), addressed to you, in form and
--------------------------
substance satisfactory to the Underwriters and their counsel regarding the due
authorization, execution, delivery and enforceability by or against the
Interest Rate Cap Provider of the interest rate cap agreements, to be dated on
or prior to September 29, 1999, between the Trustee and the Interest Rate Cap
Provider (the interest rate cap agreements are collectively referred to herein
as the "Interest Rate Cap"), and such other matters as the Underwriters or
-----------------
their counsel may reasonably request regarding the Interest Rate Cap.
(p) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general moratorium
on
<PAGE>
commercial banking activities in New York declared by either Federal or New
York State authorities; or (iii) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war if the effect of any such event specified in this
clause (iii) in the reasonable judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Certificates on the terms and in the manner contemplated in the
Prospectus;
(q) The Underwriters shall have received evidence satisfactory to the
Underwriters that, on or before the Time of Delivery, UCC-1 financing
statements have been filed in the appropriate filing offices of the State of
Connecticut and such other jurisdictions as counsel to PSFC and the Bank deems
appropriate to reflect the interest of the Trustee in the Receivables;
(r) At the Time of Delivery, the Underwriters shall have received any
and all opinions of counsel and other memoranda prepared by any such counsel to
PSFC and the Bank which have been addressed to or supplied to each Rating
Agency rating the Certificates or the Collateral Interest. Any such opinions
or memoranda shall be addressed to the Underwriters or shall indicate that the
Underwriters may rely on such opinions as though they were addressed to the
Underwriters, and shall be dated the Time of Delivery;
(s) No Pay Out Event or other event or condition, which event or
condition with notice, the passage of time or both would result in a Pay Out
Event, shall have occurred or shall exist with respect to the Certificates at
the Time of Delivery; and
(t) All proceedings in connection with the transactions contemplated
by this Agreement and all documents incident hereto and thereto shall be
satisfactory in form and substance to the Representatives and their counsel
and the Underwriters and their counsel shall have received such information,
certificates or documents as the Underwriters or their counsel may reasonably
request.
8. (a) PSFC and the Bank will jointly and severally indemnify and
hold harmless the Underwriters against any losses, claims, damages or
liabilities, joint or several, to which the Underwriters may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the
<PAGE>
Registration Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Underwriters
for any legal or other expenses reasonably incurred by the Underwriters in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither PSFC nor the Bank shall
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to either PSFC or the Bank by the Underwriters for use therein;
provided further that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any Preliminary Prospectus, or in
the Prospectus, the indemnity agreement contained in this subsection (a) shall
not inure to the benefit of any of the Underwriters to the extent that such
loss, claim, damage or liability of such Underwriters results from the fact
that such Underwriter sold Certificates to a person as to whom it shall be
established that there was not sent or given to such person, at or prior to the
written confirmation of the sale of such Securities to such person, a copy of
the Prospectus or of the Prospectus as then amended or supplemented, if such
delivery of such Prospectus or such amended or supplemented Prospectus was
required under the Act, and if the Underwriters consented to and approved any
such amendment or supplement to such Prospectus pursuant to Section 5(a) of
this Agreement and if either PSFC or the Bank had previously furnished copies
thereof to such Underwriters and the untrue statement or omission or alleged
untrue statement or omission contained in such Preliminary Prospectus or the
Prospectus was corrected in the Prospectus or the Prospectus as then amended or
supplemented.
(b) The Underwriters will indemnify and hold harmless PSFC and the
Bank against any losses, claims, damages or liabilities to which either PSFC or
the Bank may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or
<PAGE>
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to either PSFC or the Bank by the Underwriters expressly
for use therein; and will reimburse PSFC and the Bank for any legal or other
expenses reasonably incurred by PSFC or the Bank in connection with
investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. Any
indemnifying party against whom indemnity may be sought shall not be liable to
indemnify any indemnified party under this Section 8 if any settlement of any
such action is effected without such indemnifying party's consent, which
consent shall not be unreasonably withheld.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by PSFC and the Bank on the one hand and the
Underwriters on the other from the offering of the
<PAGE>
Certificates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only the relative benefits
but also the relative fault of PSFC and the Bank on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by PSFC and the Bank on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by PSFC bear
to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by PSFC or the Bank on the one hand or the Underwriters on
the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. PSFC, the
Bank and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), the Underwriters shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Certificates underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which the Underwriters has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of PSFC and the Bank under this Section 8 shall
be in addition to any liability which PSFC and the Bank may otherwise have and
<PAGE>
shall extend, upon the same terms and conditions, to each person, if any, who
controls the Underwriters within the meaning of the Act; and the obligations
of the Underwriters under this Section 8 shall be in addition to any liability
which the Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of PSFC or the Bank and to each
person, if any, who controls PSFC or the Bank within the meaning of the Act.
9. The respective indemnities, agreements, representations,
warranties and other statements of PSFC, the Bank and the Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of the Underwriters or any controlling person of the Underwriters, PSFC, or the
Bank, or any officer or director or controlling person of PSFC or the Bank, and
shall survive delivery of and payment for the Certificates.
10. (a) If any Underwriter shall default in its obligation to
purchase the Class A Certificates which it has agreed to purchase hereunder, the
non-defaulting Underwriters may in their discretion arrange for themselves as
they may agree or another party or other parties to purchase such Class A
Certificates on the terms contained herein. If within thirty-six hours after
such default by any Underwriter the Underwriters do not arrange for the purchase
of such Class A Certificates, then PSFC shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Underwriters to purchase such Class A Certificates on such
terms. In the event that, within the respective periods, the Underwriters
notify PSFC that the Underwriters have so arranged for the purchase of such
Class A Certificates or PSFC notifies the Underwriters that it has so arranged
for the purchase of such Certificates, the Underwriters or PSFC shall have the
right to postpone the Time of Delivery for a period of not more than seven days,
in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and PSFC and the Bank agree to file promptly any amendments to the
Registration Statement or the Prospectus which in the opinion of the
Underwriters may thereby be made necessary. The term "Underwriter" as used in
-----------
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Class A Certificates.
(b) If, after giving effect to any arrangements for the purchase of
the Class A Certificates of a defaulting Underwriter by the non-defaulting
Under-
<PAGE>
writers and PSFC as provided in subsection (a) above, the aggregate principal
amount of such Class A Certificates which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of all the Class A Certificates,
then PSFC shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Class A Certificates which such Underwriter
agreed to purchase hereunder and, in addition, to require each non-defaulting
Underwriter to purchase a pro rata portion of the Class A Certificates of the
defaulting Underwriter or Under writers for which such arrangements have not
been made; but nothing herein shall relieve the defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Class A Certificates of a defaulting Underwriter by the non-defaulting Under
writers and PSFC as provided in subsection (a) above, the aggregate principal
amount of Class A Certificates which remains unpurchased exceeds one-eleventh of
the aggregate principal amount of all the Class A Certificates, or if PSFC shall
not exercise the right described in subsection (b) above to require each non-
defaulting Underwriter to purchase Securities of the defaulting Underwriter,
then this Agreement shall thereupon terminate, without liability on the part
of any non-defaulting Underwriter, PSFC or the Bank, except for the expenses to
be borne by PSFC, the Bank and the Underwriters as provided in Section 6 hereof
and the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve the defaulting Underwriter from liability for its default.
11. If either the Class A Certificates or the Class B Certificates
are not delivered by or on behalf of PSFC for any reason as provided herein,
PSFC or the Bank will reimburse the Underwriters for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Certificates, but neither PSFC nor the Bank shall then
have any further liability to the Underwriters except as provided in Section 6
and Section 8 hereof.
12. All statements, requests, notices and agreements hereunder shall
be in writing, and if to the Underwriters shall be delivered or sent by mail,
telex or facsimile transmission to Salomon Smith Barney Inc., at 390 Greenwich
Street, 6/th/ Floor, New York, New York 10013, Attention: Syndicate Department;
if to PSFC shall be delivered or sent by mail, telex or facsimile transmission
to 850 Main Street, Bridgeport, Connecticut 06604, Attention: William T.
Kosturko, Esq; and if to the Bank shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Bank set forth in the Registration
Statement, Attention: William T. Kosturko,
<PAGE>
Esq. Any such statements, request notices or agreements shall take effect upon
receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, PSFC the Bank and, to the extent provided in
Section 8 and Section 9 hereof, the officers and directors of PSFC and the Bank
and each person who controls PSFC, the Bank or the Underwriters, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Certificates from the Underwriters shall
be deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence in this Agreement. As used herein,
the term "business day" shall mean any day when the Commission's office in
------------
Washington, D.C. is open for business.
15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
17. Any covenant, provision, agreement or term of this Agreement that
is prohibited or is held to be void or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
18. Each Underwriter represents and agrees that (a) it has only
issued or passed on and shall only issue or pass on in the United Kingdom any
document received by it in connection with the issue of the Certificates to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements)(Exemptions) Order 1996 or who is a person to
whom the document may otherwise lawfully be issued or passed on; (b) it has
complied and shall comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything done by it in
relation to the Certificates in, from or otherwise involving the United
Kingdom; and (c) if such Underwriter is an authorized
<PAGE>
person under the Financial Services Act 1986, it has only promoted and shall
only promote (as that term is defined in Regulation 1.02 of the Financial
Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in
the United Kingdom the scheme described in the Prospectus if that person is of a
kind described either in Section 76(2) of the Financial Services Act 1986 or in
Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991.
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return two counterparts hereof, and upon the acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement among the
Under writers, the Bank and PSFC.
Very truly yours,
PEOPLE'S STRUCTURED FINANCE CORP.
By: /s/ Dennis J. Colwell
-------------------------------
Name:
Title:
PEOPLE'S BANK
By: /s/ Michael Ciborowski
-------------------------------
Name:
Title:
Accepted as of the date hereof:
/s/ John C. Dahl, Associate for Salomon Smith Barney
------------------------------------------------------
SALOMON SMITH BARNEY INC.,
as Representative on
behalf of the Class A
Underwriters and as
Class B Underwriter
<PAGE>
SCHEDULE A
----------
Aggregate
Principal
Amount of the Class A
Certificates
--------------
Underwriter
- -----------
Salomon Smith Barney Inc.... $114,000,000
Goldman, Sachs & Co......... $112,000,000
Lehman Brothers Inc......... $112,000,000
------------
$338,000,000
Aggregate
Principal
Amount of the Class B
Certificates
--------------
Underwriter
- -----------
Salomon Smith Barney Inc.... $ 29,000,000
33
<PAGE>
EXHIBIT 4.2
- --------------------------------------------------------------------------------
PEOPLE'S BANK
Transferor and Servicer
and
BANKERS TRUST COMPANY
Trustee
on behalf of the Series 1999-1 Investor Certificateholders
-------------------------------------
SERIES 1999-1 SUPPLEMENT
Dated as of September 29, 1999
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of March 18, 1997
-------------------------------------
$400,000,000
PEOPLE'S BANK CREDIT CARD MASTER TRUST
$338,000,000 Floating Rate Class A
Asset Backed Certificates, Series 1999-1
$29,000,000 Floating Rate Class B
Asset Backed Certificates, Series 1999-1
$33,000,000 Collateral Interest, Series 1999-1
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
RECITALS...................................................................... 1
SECTION 1. Designation....................................................... 1
SECTION 2. Definitions....................................................... 2
SECTION 2.1 Other Definitional Provisions....................................28
SECTION 3. Conveyance of Interest in Series Accounts.........................28
SECTION 4. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts...........................28
SECTION 5. Reassignment and Transfer Terms...................................29
SECTION 6. Delivery and Payment for the Series 1999-1
Certificates..................................................30
SECTION 7. Depositary; Form of Delivery of Series 1999-1
Certificates..................................................30
SECTION 8. Enhancement.......................................................30
SECTION 9. Article IV of Agreement...........................................30
SECTION 9.A Series 1999-1 Pay Out Events.....................................76
SECTION 10. Series 1999-1 Termination........................................79
SECTION 11. Ratification and Reaffirmation of Pooling and
Servicing Agreement...........................................79
SECTION 12. Ratification and Reaffirmation of Representations
and Warranties................................................79
SECTION 13. [RESERVED].......................................................80
SECTION 14. No Subordination.................................................80
-i-
<PAGE>
SECTION 15. Repurchase of the Series 1999-1 Certificates.....................80
SECTION 16. Counterparts.....................................................81
SECTION 17. Additional Covenants of Transferor...............................81
SECTION 18. Series 1999-1 Investor Exchange..................................82
SECTION 19. Governing Law....................................................82
SECTION 20. Notification to Luxembourg Stock Exchange........................82
EXHIBIT 1-A Form of Class A Investor Certificate
EXHIBIT 1-B Form of Class B Investor Certificate
EXHIBIT 2 Form of Monthly Certificateholders' Statement
EXHIBIT 3 DTC Letter of Representations
EXHIBIT 4 Form of Monthly Payment Instructions to Trustee
EXHIBIT 5 Form of Notice to Trustee Regarding Completion of
Required Deposits and Withdrawals
EXHIBIT 6 Form of Notification to Trustee Regarding Failure
to Make Payment
-ii-
<PAGE>
SERIES 1999-1 SUPPLEMENT, dated as of September 29, 1999 (as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with the Pooling and Servicing Agreement referenced below, this "Series
Supplement") by and between PEOPLE'S BANK, a Connecticut capital stock savings
bank, as Transferor and Servicer, and BANKERS TRUST COMPANY, a banking
corporation organized and existing under the laws of the State of New York, not
in its individual capacity but solely as Trustee under the Amended and Restated
Pooling and Servicing Agreement dated as of March 18, 1997 between People's Bank
and the Trustee, as amended (as the same may be further amended, supplemented or
otherwise modified from time to time in accordance with its terms, the "Pooling
and Servicing Agreement").
RECITALS:
--------
1. Section 6.9(b) of the Pooling and Servicing Agreement provides, among
other things, that the Transferor and the Trustee may at any time and from time
to time enter into a Supplement to the Pooling and Servicing Agreement for the
purpose of authorizing the delivery by the Trustee to the Transferor for the
execution and redelivery to the Trustee for authentication of one or more Series
of Investor Certificates.
2. Pursuant to this Series Supplement, the Transferor and the Trustee on
behalf of the Trust shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1. Designation. (a) The Series 1999-1 Investor Certificates
-----------
shall be issued in two Classes, which shall be designated generally as the
Floating Rate Class A Asset Backed Certificates, Series 1999-1 and the Floating
Rate Class B Asset Backed Certificates, Series 1999-1. In addition, there is
hereby authorized a third Class which constitutes an uncertificated interest in
the Trust, which shall be deemed to be an "Investor Certificate" for all
purposes under the Pooling and Servicing Agreement and this Series Supplement,
except as expressly provided herein, and shall be known as the Collateral
Interest, Series 1999-1 and have the rights assigned to the Collateral Interest
in this Series Supplement.
(b) The Collateral Interest Holder, as holder of an "Investor Certificate"
under the Pooling and Servicing Agreement, shall be entitled to the benefits of
the Pooling and Servicing Agreement and this Series Supplement upon payment by
the Collateral Interest Holder of amounts owing on the Closing Date pursuant to
the Loan Agreement. Notwithstanding the foregoing, except as expressly provided
herein, (i) the provisions of Article VI and Article XII of the Pooling and
Servicing Agreement relating to the registration, authentication, delivery,
presentation, cancellation and surrender of Registered Certificates shall not be
applicable to the Collateral Interest and (ii) the Opinion of Counsel specified
in clause (d) of the sixth sentence of subsection 6.9(b) of the Agreement shall
not be required with respect to the Collateral Interest.
<PAGE>
SECTION 2. Definitions. In the event that any term or provision
-----------
contained herein shall conflict with or be inconsistent with any provision
contained in the Pooling and Servicing Agreement, the terms and provisions of
this Series Supplement shall govern. All capitalized terms not otherwise
defined herein are defined in the Pooling and Servicing Agreement. All Article,
Section or subsection references herein shall mean Article, Section or
subsections of the Pooling and Servicing Agreement except as otherwise provided
herein. Each capitalized term used or defined herein shall relate only to the
Series 1999-1 Investor Certificates and to no other Series of Certificates
issued by the Trust.
"Accumulation Shortfall" shall mean (a) with respect to the Transfer Date
----------------------
occurring immediately prior to the Initial Class A Accumulation Date, zero, and
(b) with respect to each Transfer Date thereafter during the Controlled
Accumulation Period occurring prior to the Class A Scheduled Payment Date, the
excess, if any, of the applicable Controlled Deposit Amount for the immediately
preceding Transfer Date over the amount deposited into the Principal Funding
Account pursuant to subsection 4.8(a)(ii)(A) on such preceding Transfer Date.
"Adjusted Investor Interest" shall mean, on any date of determination, an
--------------------------
amount equal to the sum of (a) the Class A Adjusted Investor Interest, (b) the
Class B Investor Interest and (c) the Collateral Interest, in each case as of
such date of determination.
"Agent" shall have the meaning specified in the Loan Agreement.
-----
"Agreement" shall mean the Pooling and Servicing Agreement, as the same may
---------
be amended, supplemented or otherwise modified from time to time in accordance
with its terms, including by this Series Supplement thereto.
"Available Investor Principal Collections" shall mean, with respect to any
----------------------------------------
Monthly Period, an amount equal to (a) Principal Collections processed on any
Date of Processing during such Monthly Period, which were allocated to the
Investor Interest and were deposited in the Principal Account pursuant to
subsection 4.4(c)(ii), 4.4(d)(ii) or 4.4(e)(ii) (or which will be deposited in
the Collection Account on the Transfer Date following such Monthly Period
pursuant to the fourth paragraph of subsection 4.2(a) of the Agreement and will
be allocated to the Investor Interest pursuant to subsection 4.4(c)(ii),
4.4(d)(ii) or 4.4(e)(ii) as if they had been deposited in the Collection Account
during such Monthly Period), plus (b) the sum of the amounts allocated on such
----
related Transfer Date to Investor Default Amounts and Investor Charge-Offs
pursuant to subsections 4.6(a)(iii), 4.6(a)(iv), 4.6(b)(iii), 4.6(b)(iv),
4.6(d)(i), 4.6(d)(ii), 4.6(d)(ix), 4.6(d)(x) and 4.12, as applicable, minus (c)
-----
the amount of Reallocated Principal Collections with respect to such Monthly
Period which pursuant to Section 4.12 are required to fund the Class A Required
Amount and the Class B Required Amount (other than any portions thereof that are
applied pursuant to (x) subsection 4.6(a)(iii), 4.6(a)(iv), 4.6(b)(iii) or
4.6(b)(iv) and (y) subsection 4.6(d)(i) or 4.6(d)(ii) (to the extent such
portions pursuant to subsection 4.6(d)(i) or 4.6(d)(ii) are available to pay
Investor Default Amounts or Investor
-2-
<PAGE>
Charge-Offs), which shall, without duplication, be included as Available
Investor Principal Collections pursuant to clause (b) above), plus (d) Available
----
Shared Principal Collections with respect to such Monthly Period.
"Available Reserve Account Amount" shall mean, as to any Transfer Date, the
--------------------------------
lesser of (a) the amount on deposit in the Reserve Account on such date (after
taking into account any interest and earnings retained in the Reserve Account
pursuant to subsection 4.9(b) on such date, but before giving effect to any
deposit made or to be made pursuant to subsection 4.6(d)(xi) to the Reserve
Account on such date) and (b) the Required Reserve Account Amount.
"Available Shared Principal Collections" shall mean, with respect to any
--------------------------------------
Monthly Period, Shared Principal Collections available to be allocated to the
Series 1999-1 Investor Certificates from each other Series.
"Base Rate" shall mean, with respect to any Monthly Period, the Certificate
---------
Rate plus 2.00% per annum.
"Calculation Period" shall have the meaning specified in the applicable
------------------
Interest Rate Cap.
"Certificate Rate" shall mean, with respect to the Series 1999-1 Investor
----------------
Certificates and any Monthly Period, the weighted average of (i) the lesser of
the Class A Certificate Rate and the Class A Cap Rate, (ii) the lesser of the
Class B Certificate Rate and the Class B Cap Rate and (iii) the Collateral Rate
(weighted based on the Class A Investor Interest, the Class B Investor Interest
and the Collateral Interest, respectively, as of the last day of the preceding
Monthly Period).
"Class A Adjusted Investor Interest" shall mean, on any date of
----------------------------------
determination, an amount equal to the Class A Investor Interest minus the
Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly Period,
-----------------------
an amount equal to the sum of (a) the Class A Floating Allocation of Finance
Charge Collections (other than the proceeds of the sale of any Interest Rate Cap
pursuant to Section 4.11(g)) processed on any Date of Processing during such
Monthly Period, which are allocated to the Investor Interest and deposited in
the Finance Charge Account pursuant to Article IV (or which will be deposited in
the Collection Account on the Transfer Date following such Monthly Period
pursuant to the fourth paragraph of subsection 4.2(a) of the Agreement and will
be allocated to the Investor Interest pursuant to subsection 4.4(c)(i),
4.4(d)(i) or 4.4(e)(i) as if they had been deposited in the Collection Account
during such Monthly Period), (b) the Principal Funding Investment Proceeds, if
any, arising pursuant to subsection 4.3(c) with respect to the related Transfer
Date which are to be applied as Class A Available Funds pursuant to such
subsection (or which will be required to be deposited in the Finance Charge
Account pursuant to such subsections on the related Transfer
-3-
<PAGE>
Date), (c) amounts, if any, to be withdrawn from the Reserve Account which will
be deposited into the Finance Charge Account on the related Transfer Date
pursuant to subsections 4.9(b) and 4.9(d), (d) the proceeds from the sale of all
or any portion of the Class A Interest Rate Cap deposited into the Collection
Account during such Monthly Period pursuant to subsection 4.11(g), and (e) with
respect to the Monthly Period preceding the first Transfer Date, the amount
specified as Class A Available Funds in the proviso to subsection 4.4(c)(i).
"Class A Cap Rate" shall mean 10.29% per annum.
----------------
"Class A Certificate Rate" shall mean, with respect to the period from and
------------------------
including the Closing Date through and including October 14, 1999, 5.6725% per
annum, and with respect to each Interest Accrual Period thereafter, a per annum
rate equal to 0.29% in excess of LIBOR as determined on the related LIBOR
Determination Date.
"Class A Certificateholder" shall mean the Person in whose name a Class A
-------------------------
Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the Floating Rate Class A Asset
--------------------
Backed Certificates, Series 1999-1, executed by the Transferor and authenticated
by or on behalf of the Trustee, substantially in the form of Exhibit 1-A hereto.
"Class A Covered Amount" shall mean an amount determined as of each
----------------------
Transfer Date with respect to any Interest Accrual Period as the product of (a)
a fraction, the numerator of which is the actual number of days in such Interest
Accrual Period and the denominator of which is 360, (b) the Class A Certificate
Rate in effect with respect to such Interest Accrual Period, and (c) the
Principal Funding Account Balance as of the Distribution Date preceding such
Transfer Date after giving effect to all payments, deposits and withdrawals on
such Distribution Date.
"Class A Excess Interest" shall mean, with respect to any Distribution
-----------------------
Date, an amount equal to the product of (a) the amount by which the Class A
Certificate Rate exceeds the Class A Cap Rate with respect to the immediately
preceding Interest Accrual Period, (b) the Class A Excess Principal as of the
preceding Distribution Date (after giving effect to all payments, deposits and
withdrawals on such Distribution Date), and (c) the actual number of days in
such Interest Accrual Period divided by 360.
-------
"Class A Excess Principal" shall mean on any date of determination, the
------------------------
amount by which the Class A Adjusted Investor Interest exceeds the Expected
Class A Principal after giving effect to all payments, deposits and withdrawals
on such date.
"Class A Floating Allocation" 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 Class A Adjusted Investor Interest as
of the close of business on the last day of
-4-
<PAGE>
the preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day; provided
that, with respect to the first Monthly Period, the Class A Floating Allocation
means the percentage equivalent of a fraction, the numerator of which is the
Class A Initial Investor Interest and the denominator of which is the Initial
Investor Interest.
"Class A Initial Investor Interest" shall mean, on any date of
---------------------------------
determination, the aggregate initial principal amount of the Class A
Certificates on the Closing Date, which is $338,000,000, less the portion of
such amount represented by Class A Certificates tendered and canceled pursuant
to any Series 1999-1 Investor Exchange occurring prior to such date of
determination.
"Class A Interest Rate Cap" shall mean the master agreement dated as of
-------------------------
September 29, 1999 between the Trustee and the Interest Rate Cap Provider, as
supplemented by the schedule attached thereto and the confirmation dated
September 29, 1999 between the Trustee and the Interest Rate Cap Provider,
relating to the Class A Certificates and for the exclusive benefit of the Class
A Certificateholders, or (unless context requires otherwise) any Replacement
Interest Rate Cap or Qualified Substitute Arrangement with respect thereto, as
the same may in each case be amended, supplemented or otherwise modified from
time to time in accordance with its terms upon ratings confirmation by the
Rating Agency.
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.5(a).
"Class A Investor Default Amount" shall mean, (i) with respect to the
-------------------------------
period from and including the Closing Date through and including September 30,
1999, an amount equal to the Class A Investor Default Amount (calculated
pursuant to clause (ii) of this definition) for the full September 1999 Monthly
Period, multiplied by 2/30, and (ii) with respect to each Monthly Period
thereafter, an amount equal to the product of (a) the Investor Default Amount
for such Monthly Period and (b) the Class A Floating Allocation for such Monthly
Period.
"Class A Investor Interest" shall mean, on any date of determination, an
-------------------------
amount equal to (a) the Class A Initial Investor Interest, minus (b) the
-----
aggregate amount of payments of principal paid to the Class A Certificateholders
pursuant to Section 4.8 prior to such date of determination, minus (c) the
-----
excess, if any, of the aggregate amount of Class A Investor Charge-Offs over
----
Class A Investor Charge-Offs reimbursed pursuant to subsections 4.6(a)(iv),
4.6(d)(i) and 4.6(e) prior to such date of determination; provided, however,
-------- -------
that upon the tender and cancellation of any Class A Certificates pursuant to a
Series 1999-1 Investor Exchange, the amounts stated in clauses (b) and (c) shall
be computed with respect to the Class A Certificates not tendered or canceled
pursuant to such Series 1999-1 Investor Exchange; provided further, however,
---------------- -------
that such Class A Investor Interest may not be reduced below zero.
"Class A Monthly Cap Rate Interest" shall mean, with respect to any
---------------------------------
Distribution Date, an amount equal to the product of (a) the lesser of the Class
A Certificate Rate and the Class A
-5-
<PAGE>
Cap Rate with respect to the immediately preceding Interest Accrual Period, (b)
the Class A Adjusted Investor Interest as determined as of the preceding
Distribution Date (after giving effect to all payments, deposits and withdrawals
on such Distribution Date) or, for the first Distribution Date, the Class A
Initial Investor Interest, and (c) the actual number of days in such Interest
Accrual Period divided by 360.
"Class A Monthly Interest" shall mean, with respect to any Distribution
------------------------
Date, an amount equal to the sum of (a) the product of (i) the Class A
Certificate Rate with respect to the immediately preceding Interest Accrual
Period and (ii) the lesser of the Class A Adjusted Investor Interest as of the
preceding Distribution Date (after giving effect to all payments, deposits and
withdrawals on such Distribution Date) and the Expected Class A Principal as of
the preceding Distribution Date, or, for the first Distribution Date, the Class
A Initial Investor Interest, and (iii) the actual number of days in such
Interest Accrual Period divided by 360, (b) the Class A Covered Amount for such
Interest Accrual Period, and (c) the product of (i) the Class A Excess Principal
as of the preceding Distribution Date, (ii) the lesser of the Class A
Certificate Rate and Class A Cap Rate with respect to such Interest Accrual
Period and (iii) the actual number of days in such Interest Accrual Period
divided by 360.
"Class A Monthly Principal" shall mean, with respect to each Transfer Date
-------------------------
relating to the Controlled Accumulation Period or the Rapid Amortization Period,
prior to the payment in full of the Class A Investor Interest, an amount equal
to the least of (i) Available Investor Principal Collections on deposit in the
Principal Account with respect to the related Monthly Period, (ii) for each
Transfer Date with respect to the Controlled Accumulation Period, prior to the
Class A Scheduled Payment Date, the applicable Controlled Deposit Amount for
such Transfer Date, and (iii) the Class A Adjusted Investor Interest prior to
any deposits on such Transfer Date.
"Class A Monthly Servicing Fee" shall mean (a) with respect to the period
-----------------------------
from the Closing Date through and including September 30, 1999, an amount equal
to one-twelfth of the product of 2.00% and the Class A Initial Investor
Interest, multiplied by 2/30, and (b) with respect to any subsequent Monthly
Period, one-twelfth of the product of 2.00% and the Class A Adjusted Investor
Interest on the last day of the preceding Monthly Period.
"Class A Notional Amount" shall mean, on any date of determination, the
-----------------------
notional amount of the Class A Interest Rate Cap on such date, which shall be an
amount equal to or greater than the Expected Class A Principal with respect to
such date of determination, calculated based upon a Controlled Accumulation
Period commencing July 1, 2001 (with a Controlled Accumulation Period Length of
four months), less the aggregate notional amount of any portions of the Class A
Interest Rate Cap sold on or prior to such date pursuant to Section 4.11(g).
"Class A Required Amount" shall have the meaning specified in subsection
-----------------------
4.6(e).
-6-
<PAGE>
"Class A Scheduled Payment Date" shall mean the September 2002 Distribution
------------------------------
Date.
"Class B Available Funds" shall mean, with respect to any Monthly Period,
-----------------------
an amount equal to the sum of (a) the Class B Floating Allocation of Finance
Charge Collections (other than the proceeds of the sale of any Interest Rate Cap
pursuant to Section 4.11(g)) processed on any Date of Processing during such
Monthly Period, which are allocated to the Investor Interest and deposited in
the Finance Charge Account pursuant to Article IV (or which will be deposited in
the Collection Account on the Transfer Date following such Monthly Period
pursuant to the fourth paragraph of subsection 4.2(a) of the Agreement and will
be allocated to the Investor Interest pursuant to subsection 4.4(c)(i),
4.4(d)(i) or 4.4(e)(i) as if they had been deposited in the Collection Account
during such Monthly Period), (b) the proceeds from the sale of all or any
portion of the Class B Interest Rate Cap deposited into the Collection Account
during such Monthly Period pursuant to subsection 4.11(g), and (c) with respect
to the Monthly Period preceding the first Transfer Date, the amount specified as
Class B Available Funds in the proviso to subsection 4.4(c)(i).
"Class B Cap Rate" shall mean 10.58% per annum.
----------------
"Class B Certificate Rate" shall mean, with respect to the period from and
------------------------
including the Closing Date through and including October 14, 1999, 5.9625% per
annum, and with respect to each Interest Accrual Period thereafter, a per annum
rate equal to 0.58% in excess of LIBOR, as determined on the related LIBOR
Determination Date.
"Class B Certificateholder" shall mean the Person in whose name a Class B
-------------------------
Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the Floating Rate Class B Asset
--------------------
Backed Certificates, Series 1999-1, executed by the Transferor and authenticated
by or on behalf of the Trustee, substantially in the form of Exhibit 1-B hereto.
"Class B Excess Interest" shall mean, with respect to any Distribution
-----------------------
Date, an amount equal to the product of (a) the amount by which the Class B
Certificate Rate exceeds the Class B Cap Rate with respect to the immediately
preceding Interest Accrual Period, (b) the Class B Excess Principal as of the
preceding Distribution Date (after giving effect to all payments, deposits and
withdrawals on such Distribution Date), and (c) the actual number of days in
such Interest Accrual Period divided by 360.
-------
"Class B Excess Principal" shall mean on any date of determination the
------------------------
amount by which the Class B Investor Interest exceeds the Expected Class B
Principal after giving effect to all payments, deposits and withdrawals on such
date.
-7-
<PAGE>
"Class B Fixed Allocation" shall mean, with respect to any Monthly Period
------------------------
following the Revolving Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class B
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on such day.
"Class B Floating Allocation" 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 Class B Investor Interest as of the
close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided that, with respect to the first Monthly
Period, the Class B Floating Allocation means the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Investor Interest and
the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean, on any date of
---------------------------------
determination, the aggregate initial principal amount of the Class B
Certificates on the Closing Date, which is $29,000,000 less the portion of such
amount represented by Class B Certificates tendered and canceled pursuant to any
Series 1999-1 Investor Exchange occurring prior to such date of determination.
"Class B Interest Rate Cap" shall mean the master agreement dated as of
-------------------------
September 29, 1999 between the Trustee and the Interest Rate Cap Provider, as
supplemented by the schedule attached thereto and the confirmation dated
September 29, 1999 between the Trustee and the Interest Rate Cap Provider,
relating to the Class B Certificates and for the exclusive benefit of the Class
B Certificateholders, or (unless context requires otherwise) any Replacement
Interest Rate Cap or Qualified Substitute Arrangement with respect thereto, as
the same may in each case be amended, supplemented or otherwise modified from
time to time in accordance with its terms upon ratings confirmation by the
Rating Agency.
"Class B Investor Allocation" shall mean, with respect to any Monthly
---------------------------
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to the Principal Receivables during
the Controlled Accumulation Period or Rapid Amortization Period, the Class B
Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
subsection 4.5(b).
"Class B Investor Default Amount" shall mean, (i) with respect to the
-------------------------------
period from and including the Closing Date through and including September 30,
1999, an amount equal to the Class B Investor Default Amount (calculated
pursuant to clause (ii) of this definition) for the full September 1999 Monthly
Period, multiplied by 2/30, and (ii) with respect to each Monthly
-8-
<PAGE>
Period thereafter, an amount equal to the product of (a) the Investor Default
Amount for such Monthly Period and (b) the Class B Floating Allocation for such
Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination, an
-------------------------
amount equal to (a) the Class B Initial Investor Interest, minus (b) the
-----
aggregate amount of payments of principal paid to the Class B Certificateholders
pursuant to Section 4.8 prior to such date of determination, minus (c) the
-----
aggregate amount of Reallocated Class B Principal Collections allocated on all
prior Transfer Dates pursuant to Section 4.12 with respect to which the
Collateral Interest was not reduced pursuant to such Section 4.12, minus (d) the
-----
aggregate amount of Class B Investor Charge-Offs with respect to all prior
Transfer Dates, minus (e) the amount by which the Class B Investor Interest has
-----
been reduced on all prior Transfer Dates pursuant to the third sentence of
subsection 4.5(a) plus (f) the aggregate amount allocated and available on all
----
prior Transfer Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that upon the tender
-------- -------
and cancellation of any Class B Certificates pursuant to a Series 1999-1
Investor Exchange, the amounts stated in clauses (b), (c), (d), (e) and (f)
shall be computed with respect to the Class B Certificates not tendered or
canceled pursuant to such Series 1999-1 Investor Exchange; provided further,
----------------
however, that such Class B Investor Interest may not be reduced below zero.
- -------
"Class B Monthly Cap Rate Interest" shall mean, with respect to any
---------------------------------
Distribution Date, an amount equal to the product of (a) the lesser of the Class
B Certificate Rate and the Class B Cap Rate with respect to the immediately
preceding Interest Accrual Period, (b) the Class B Investor Interest as
determined as of the preceding Distribution Date (after giving effect to all
payments, deposits and withdrawals on such Distribution Date) or, for the first
Distribution Date, the Class B Initial Investor Interest, and (c) the actual
number of days in such preceding Interest Accrual Period divided by 360.
"Class B Monthly Interest" shall mean, with respect to any Distribution
------------------------
Date, an amount equal to the sum of (a) the product of (i) the Class B
Certificate Rate with respect to the immediately preceding Interest Accrual
Period, (ii) the lesser of the Class B Investor Interest as of the preceding
Distribution Date (after giving effect to all payments, deposits and withdrawals
on such Distribution Date) and the Expected Class B Principal as of the
preceding Distribution Date, or, for the first Distribution Date, the Class B
Initial Investor Interest, and (iii) the actual number of days in such Interest
Accrual Period divided by 360 and (b) the product of (i) the Class B Excess
Principal as of the preceding Distribution Date,(ii) the lesser of the Class B
Certificate Rate and the Class B Cap Rate with respect to such Interest Accrual
Period and (iii) the actual number of days in such Interest Accrual Period
divided by 360.
"Class B Monthly Principal" shall mean, with respect to each Transfer Date
-------------------------
relating to the Controlled Accumulation Period immediately following the Class A
Scheduled Payment Date, or with respect to any Transfer Date relating to the
Rapid Amortization Period, beginning with the Transfer Date on which the Class A
Investor Interest has been paid in full (after taking
-9-
<PAGE>
into account payments to be made on the related Distribution Date), an amount
equal to the lesser of (i) Available Investor Principal Collections on deposit
in the Principal Account with respect to the related Monthly Period (minus the
portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Transfer Date) and (ii) the Class B Investor Interest
for such Transfer Date.
"Class B Monthly Servicing Fee" shall mean (a) with respect to the period
-----------------------------
from the Closing Date through and including September 30, 1999, an amount equal
to one-twelfth of the product of 2.00% and the Class B Initial Investor
Interest, multiplied by 2/30, and (b) with respect to any subsequent Monthly
Period, one-twelfth of the product of 2.00% and the Class B Investor Interest on
the last day of the preceding Monthly Period.
"Class B Notional Amount" shall mean, on any date of determination, the
-----------------------
notional amount of the Class B Interest Rate Cap on such date, which shall be an
amount equal to the Expected Class B Principal with respect to such date of
determination, less the aggregate notional amount of any portions of the Class B
Interest Rate Cap sold on or prior to such date pursuant to Section 4.11(g).
"Class B Payment Commencement Date" shall mean either the Distribution Date
---------------------------------
on which the Class A Investor Interest is reduced to zero or, if the Class A
Investor Interest is paid in full on the Class A Scheduled Payment Date and the
Rapid Amortization Period has not commenced, the Distribution Date following the
Class A Scheduled Payment Distribution Date.
"Class B Required Amount" shall have the meaning specified in subsection
-----------------------
4.6(f).
"Class B Scheduled Payment Date" shall mean the October 2002 Distribution
------------------------------
Date.
"Closing Date" shall mean September 29, 1999.
------------
"Collateral Allocation" shall mean, with respect to any Monthly Period, (a)
---------------------
with respect to Default Amounts and Finance Charge Receivables at any time and
Principal Receivables during the Revolving Period, the Collateral Floating
Allocation, and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or Rapid Amortization Period, the Collateral Fixed
Allocation.
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, the Collateral Floating Allocation of Finance Charge Collections
processed on any Date of Processing during such Monthly Period, which are
allocated to the Investor Interest and deposited in the Finance Charge Account
pursuant to Article IV (or which will be deposited in the Collection Account on
the Transfer Date following such Monthly Period pursuant to the fourth paragraph
of subsection 4.2(a) of the Agreement and will be allocated to the Investor
-10-
<PAGE>
Interest pursuant to subsection 4.4(c)(i), 4.4(d)(i) or 4.4(e)(i) as if they had
been deposited in the Collection Account during such Monthly Period).
"Collateral Default Amount" shall mean, (i) with respect to the period from
-------------------------
and including the Closing Date through and including September 30, 1999, an
amount equal to the Collateral Default Amount (calculated pursuant to clause
(ii) of this definition) for the full September 1999 Monthly Period, multiplied
by 2/30, and (ii) for each Monthly Period thereafter, an amount equal to the
product of (a) the Investor Default Amount for such Monthly Period and (b) the
Collateral Floating Allocation for such Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any Monthly
---------------------------
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on such day.
"Collateral Floating Allocation" 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 Collateral Interest as of the close of
business on the last day of the preceding Monthly Period and the denominator of
which is equal to the Adjusted Investor Interest as of the close of business on
such day; provided that, with respect to the first Monthly Period, the
Collateral Floating Allocation means the percentage equivalent of a fraction,
the numerator of which is the Initial Collateral Interest and the denominator of
which is the Initial Investor Interest.
"Collateral Interest" shall mean, on any date of determination, a
-------------------
fractional undivided interest in the Trust which shall consist of the right to
receive, to the extent necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of Collections
allocable thereto under the Agreement and this Series Supplement, and funds on
deposit in the Collection Account allocable thereto pursuant to the Agreement
and this Series Supplement. On any date of determination, for purposes of all
calculations in the Agreement and this Series Supplement, the amount of the
Collateral Interest shall be an amount equal to (a) the Initial Collateral
Interest, minus (b) the aggregate amount of payments of principal paid to the
-----
Collateral Interest Holder pursuant to Section 4.8 prior to such date of
determination, minus (c) the aggregate amount of Reallocated Principal
-----
Collections allocated on all prior Transfer Dates pursuant to Section 4.12,
minus (d) the aggregate amount of Collateral Interest Charge-Offs with respect
- -----
to all prior Transfer Dates, minus (e) the amount by which the Collateral
-----
Interest has been reduced on all prior Transfer Dates pursuant to the second
sentence of subsection 4.5(a) plus (f) the aggregate amount allocated and
----
available on all prior Transfer Dates for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however,
-------- -------
that such Collateral Interest may not be reduced below zero.
-11-
<PAGE>
"Collateral Interest Charge-Offs" shall have the meaning specified in
-------------------------------
subsection 4.5(c).
"Collateral Interest Holder" shall mean the entity so designated in the
--------------------------
Loan Agreement.
"Collateral Interest Monthly Servicing Fee" shall mean (a) with respect to
-----------------------------------------
the period from the Closing Date through and including September 30, 1999, an
amount equal to one-twelfth of the product of 2.00% and the Initial Collateral
Interest, multiplied by 2/30, and (b) with respect to any subsequent Monthly
Period, one-twelfth of the product of 2.00% and the Collateral Interest on the
last day of the preceding Monthly Period.
"Collateral Interest Surplus" shall mean, with respect to any date of
---------------------------
determination, the amount, if any, by which the Collateral Interest as of such
date (after giving effect to reductions in the Collateral Interest for any
Collateral Interest Charge-Offs and Reallocated Principal Collections and any
further adjustments to the Collateral Interest for the benefit of the Class A
Certificateholders and the Class B Certificateholders as of such date) exceeds
the Required Collateral Interest as of such date.
"Collateral Monthly Interest" shall mean, with respect to any Transfer
---------------------------
Date, an amount equal to the product of (i) the Collateral Rate with respect to
the related Interest Accrual Period, (ii) the Collateral Interest as of the
preceding Distribution Date (after giving effect to all payments, deposits and
withdrawals on such Distribution Date) or, for the first Transfer Date, the
Initial Collateral Interest, and (iii) the actual number of days in the related
Interest Accrual Period divided by 360.
"Collateral Monthly Principal" shall mean (a) with respect to any Transfer
----------------------------
Date relating to the Revolving Period, following any reduction of the Required
Collateral Interest effected by a reduction of the Required Collateral
Percentage as described in the definition of "Required Collateral Percentage",
an amount equal to the lesser of (x) the Collateral Interest Surplus as of such
Transfer Date and (y) the Available Investor Principal Collections on deposit in
the Principal Account with respect to the related Monthly Period, or (b) with
respect to any Transfer Date relating to the Controlled Accumulation Period or
the Rapid Amortization Period, as the case may be, an amount equal to the lesser
of (x) the Collateral Interest Surplus as of such Transfer Date and (y) the
excess, if any of (i) the Available Investor Principal Collections on deposit in
the Principal Account with respect to the related Monthly Period over (ii) the
sum of the Class A Monthly Principal and the Class B Monthly Principal on such
Transfer Date.
"Collateral Rate" shall mean for any Interest Accrual Period, the rate
---------------
specified in the Loan Agreement; provided, however, that solely for the purpose
-------- -------
of determining Collateral Monthly Interest, the Collateral Rate as of any
Transfer Date shall not exceed LIBOR plus 1.50%.
-12-
<PAGE>
"Controlled Accumulation Amount" shall mean (a) for any Transfer Date with
------------------------------
respect to the Controlled Accumulation Period prior to the payment in full of
the Class A Investor Interest, $24,142,857; provided that if the Controlled
Accumulation Period Length is modified pursuant to subsection 4.8(d), (i) the
Controlled Accumulation Amount for each such Transfer Date with respect to the
Controlled Accumulation Period shall mean the amount determined in accordance
with subsection 4.8(d) on the date on which the Controlled Accumulation Period
has most recently been modified and (ii) the sum of the Controlled Accumulation
Amounts for all Transfer Dates with respect to the modified Controlled
Accumulation Period shall not be less than the Class A Investor Interest, and
(b) for any Transfer Date with respect to the Controlled Accumulation Period
after the payment in full of the Class A Investor Interest, an amount equal to
the Class B Investor Interest on such Transfer Date.
"Controlled Accumulation Date" shall mean July 1, 2001.
----------------------------
"Controlled Accumulation Period" shall mean, unless a Pay Out Event has
------------------------------
occurred prior to such date, a period commencing on the Controlled Accumulation
Date or such later day as is determined in accordance with subsection 4.8(d) and
continuing to, but not including, a Pay Out Commencement Date or to, and
including, (i) the date of termination of the Trust pursuant to Section 12.1 of
the Agreement or (ii) the Series 1999-1 Termination Date.
"Controlled Accumulation Period Length" shall have the meaning specified in
-------------------------------------
subsection 4.8(d).
"Controlled Deposit Amount" shall mean, with respect to any Transfer Date,
-------------------------
the sum of (a) the Controlled Accumulation Amount for such Transfer Date and (b)
the Accumulation Shortfall, if any, as of such date.
"Credit Support Provider" shall have the meaning specified in the
-----------------------
applicable Interest Rate Cap.
"Definitive Certificates" shall have the meaning specified in Section 6.11
-----------------------
of the Agreement.
"Discount Option" shall have the meaning specified in Section 4.14.
---------------
"Discounted Percentage" shall have the meaning specified in Section 4.14.
---------------------
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.3(b).
"Distribution Date" shall mean October 15, 1999 and the fifteenth day of
-----------------
each calendar month thereafter, or, if such fifteenth day is not a Business Day,
the next succeeding Business Day; provided, however, that no Distribution Date
-------- -------
shall occur after the earliest to occur of (x) the
-13-
<PAGE>
Distribution Date on which the Investor Interest has been paid in full, (y) the
date of termination of the Trust pursuant to Section 12.1 of the Agreement, and
(z) the Series 1999-1 Termination Date.
"Enhancement" shall mean, with respect to the Series 1999-1 Certificates,
-----------
the subordination of the Collateral Interest to the extent provided herein, the
Interest Rate Caps and, with respect to the Class A Certificates, the funds and
securities on deposit in the Reserve Account, up to the Available Reserve
Account Amount, and the subordination of the Class B Certificates to the extent
provided herein.
"Enhancement Provider" shall mean, with respect to the Series 1999-1
--------------------
Certificates, the Collateral Interest Holder, and with respect to any other
Series, the applicable provider of credit enhancement, if any.
"Event of Default" shall have the meaning specified in the applicable
----------------
Interest Rate Cap.
"Excess Principal Funding Investment Proceeds" shall mean, with respect to
--------------------------------------------
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date exceed the Class A Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean the sum of the amounts specified pursuant to
-------------
subsections 4.6(a)(v), 4.6(b)(v) and 4.6(c)(ii).
"Expected Class A Principal" shall mean, with respect to any date of
--------------------------
determination, (a) on each date to but excluding the Initial Class A
Accumulation Date, the Class A Initial Investor Interest, (b) on each date
thereafter to but not including the Class A Scheduled Payment Date, the Class A
Initial Investor Interest less the product of (i) the Controlled Accumulation
Amount and (ii) the number of Distribution Dates that have occurred from and
including the Initial Class A Accumulation Date, and (c) on each date
thereafter, zero.
"Expected Class B Principal" shall mean, with respect to any date of
--------------------------
determination, (a) on each date to but excluding the Class B Scheduled Payment
Date, the Class B Initial Investor Interest, and (b) on each date thereafter,
zero.
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.3(a).
"Finance Charge Collections" shall mean Collections in respect of Finance
--------------------------
Charge Receivables.
"Fitch" shall mean Fitch IBCA, Inc.
-----
-14-
<PAGE>
"Fixed Investor Percentage" shall mean, with respect to any date of
-------------------------
determination, the percentage equivalent of a fraction, the numerator of which
is the Investor Interest as of the close of business on the last day of the
Revolving Period (or, if there has been an Investor Exchange with respect to the
Certificates after the end of the Revolving Period, the Investor Interest as of
the end of the Revolving Period will be reduced ratably to reflect the amount of
Certificates tendered and canceled pursuant to any Investor Exchange) and the
denominator of which is the greater of (a) the Aggregate Principal Receivables
as of such date of determination and (b) the sum of the numerators used to
calculate the Investor Percentages for all outstanding Series with respect to
Principal Receivables on such date of determination.
"Floating Investor Percentage" shall mean, with respect to any date of
----------------------------
determination, the percentage equivalent of a fraction, the numerator of which
is the Adjusted Investor Interest determined as of the close of business on the
last day of the Monthly Period immediately preceding such date of determination
(or with respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the Aggregate Principal
Receivables as of such date of determination (or with respect to the first
Monthly Period, the aggregate amount of Principal Receivables in the Trust as of
the beginning of the day on the Closing Date), and (b) the sum of the numerators
used to calculate the Investor Percentages for all outstanding Series on such
date of determination with respect to Finance Charge Receivables, Default
Amounts or Principal Receivables, as applicable, on such date of determination.
"Goldman Mitsui" shall mean Goldman Sachs Mitsui Marine Derivative
--------------
Products, L.P., a limited partnership organized under the laws of Delaware.
"Group" shall mean The Goldman Sachs Group, Inc.
-----
"Initial Class A Accumulation Date" shall mean the first Distribution Date
---------------------------------
occurring after the Monthly Period in which the Controlled Accumulation Period
commences.
"Initial Collateral Interest" shall mean the aggregate initial principal
---------------------------
amount of the Collateral Interest on the Closing Date, which is $33,000,000.
"Initial Investor Interest" shall mean the sum of the Class A Initial
-------------------------
Investor Interest, the Class B Initial Investor Interest and the Initial
Collateral Interest.
"Interest Accrual Period" shall mean, with respect to any Distribution
-----------------------
Date, the period beginning on and including the Distribution Date occurring in
the preceding calendar month (or, in the case of the first Distribution Date,
from and including the Closing Date) through and including the day preceding the
current Distribution Date.
-15-
<PAGE>
"Interest Rate Cap Payment" shall mean, with respect to any Distribution
-------------------------
Date, any payment required to be made by the Interest Rate Cap Provider to the
Trust pursuant to an Interest Rate Cap with respect to such Distribution Date.
"Interest Rate Cap Provider" shall mean Goldman Mitsui in its capacity as
--------------------------
obligor under the Interest Rate Caps, or if any Replacement Interest Rate Cap or
Qualified Substitute Arrangement is obtained pursuant to Section 4.11, any
obligor with respect to such Replacement Interest Rate Cap or Qualified
Substitute Arrangement.
"Interest Rate Caps" shall mean, collectively, the Class A Interest Rate
------------------
Cap and the Class B Interest Rate Cap.
"Investor Accounts" shall mean the Series 1999-1 Collection Subaccount
-----------------
established under Section 4.2B, the Principal Account, the Principal Funding
Account and the Finance Charge Account established under subsection 4.3(a), the
Distribution Account established under subsection 4.3(b) and the Reserve Account
established under subsection 4.9(a).
"Investor Charge-Offs" shall mean, with respect to any Transfer Date, the
--------------------
sum of the Class A Investor Charge-Offs, the Class B Investor Charge-Offs and
the Collateral Interest Charge-Offs, in each case with respect to such Transfer
Date.
"Investor Default Amount" shall mean, with respect to any Monthly Period,
-----------------------
an amount equal to the product of (a) the sum of the Default Amounts for all
Defaulted Accounts during such Monthly Period and (b) the Floating Investor
Percentage for such Monthly Period.
"Investor Interest" shall mean for any date of determination, the sum of
-----------------
the Class A Investor Interest, the Class B Investor Interest and the Collateral
Interest, each as of such date.
"Investor Percentage" shall mean, for any date of determination, (a) with
-------------------
respect to Finance Charge Receivables and Default Amounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or the Rapid Amortization Period, the Fixed Investor
Percentage.
"LIBOR" shall mean, for any Interest Accrual Period, the London interbank
-----
offered quotations rate for one-month Dollar deposits determined for each
Interest Accrual Period in accordance with the provisions of Section 4.13.
"LIBOR Determination Date" shall mean (a) for the initial Interest Period,
------------------------
September 22, 1999 (for the period from and including the Closing Date through
and including October 14, 1999) and (b) for each subsequent Interest Accrual
Period, the second London Banking Day preceding the first day of such Interest
Accrual Period.
-16-
<PAGE>
"Loan Agreement" shall mean the agreement among the Transferor, the
--------------
Servicer, the Trustee, the Agent and the other financial institutions party
thereto, dated as of September 29, 1999, as such agreement may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.
"London Banking Day" shall mean any day on which commercial banks are open
------------------
for business (including dealings in foreign exchange and deposits in U.S.
dollars) in London.
"Minimum Aggregate Principal Receivables" shall have the meaning specified
---------------------------------------
in Section 4 hereof.
"Minimum Seller Interest" shall have the meaning specified in Section 4
-----------------------
hereof.
"Monthly Investor Servicing Fee" shall mean (a) with respect to the period
------------------------------
from and including the Closing Date through and including September 30, 1999, an
amount equal to one-twelfth of the product of 2.00% and the Initial Investor
Interest, multiplied by 2/30,and (b) with respect to each subsequent Monthly
Period, an amount equal to one-twelfth of the product of 2.00% and the Adjusted
Investor Interest as of the last day of the preceding Monthly Period.
"Monthly Total Principal Allocation" shall mean (a) with respect to any day
----------------------------------
in a Monthly Period, the Principal Allocation for such day plus the sum of all
Principal Allocations on each prior day of such Monthly Period or (b) with
respect to any Monthly Period, the Principal Allocation, if any, for the last
day of such Monthly Period plus the sum of all Principal Allocations on each
prior day of such Monthly Period.
"Optional Transfer" shall have the meaning specified in Section 5.
-----------------
"Pay Out Commencement Date" shall mean, with respect to the Series 1999-1
-------------------------
Investor Certificates, the date on which a Trust Pay Out Event is deemed to
occur or occurs pursuant to Section 9.1 of the Agreement or a Series 1999-1 Pay
Out Event is deemed to occur or occurs pursuant to Section 9A hereof.
"Permitted Investments" shall mean with respect to the Investor Accounts,
---------------------
(a) negotiable instruments or securities either represented by instruments in
bearer or registered form or book-entry form at a federal reserve bank or held
by a clearing corporation which are registered in the name of the Trustee upon
books maintained for that purpose by or on behalf of the issuer thereof and
identified on books maintained for that purpose by the Trustee and held for the
benefit of the Trust or the Certificateholders and which evidence (i) direct
obligations of the United States of America or any agency or instrumentality
thereof the full and timely payment of which is guaranteed by the full faith and
credit of the United States of America; (ii) demand deposits, time deposits or
certificates of deposit of, or bankers' acceptances issued by, any depositary
institution or trust company incorporated under the laws of the United States of
America or any state thereof
-17-
<PAGE>
and subject to supervision and examination by federal or state banking or
depositary institution authorities; provided, however, that at the time of the
-------- -------
Trust's investment or contractual commitment to invest therein, the certificates
of deposit or short-term deposits, if any, of such depositary institution or
trust company shall have a credit rating from Standard & Poor's of A-1+ and from
Fitch (if rated by Fitch) of F-1+, and either such certificates of deposit or
short-term deposits shall have a credit rating from Moody's of P-1 or the long-
term unsecured debt obligations of such depositary institution or trust company
(other than such obligations whose rating is based on collateral or on the
credit of a Person other than such institution or trust company) shall have a
rating from Moody's of at least Aa3, and the amount of such time deposits,
demand deposits or certificates of deposit are fully insured within the limits
of insurance set by the FDIC and the combined capital, surplus and undivided
profits of such depositary institution or trust company is not less than $3
million; (iii) certificates of deposit having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from Moody's,
Standard & Poor's and Fitch (if rated by Fitch) of P-1 and A-1+ and F-1+,
respectively; (iv) commercial paper having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from Moody's,
Standard & Poor's and Fitch (if rated by Fitch) of P-1, A-1+ and F-1+,
respectively; or (v) investments in money market funds registered under the
Investment Company Act rated in each case in the highest investment category by
Standard & Poor's, Moody's and Fitch (if rated by Fitch), or otherwise approved
in writing by the Rating Agency and acceptable to the Enhancement Provider; and
(b) demand deposits in the name of the Trust or the Trustee, on behalf of the
Trust, in any depositary institution or trust company referred to in clause
(a)(ii) above; provided, however, that with respect to any of the Permitted
-------- -------
Investments referred to herein, if requested by the Enhancement Provider, the
Servicer shall furnish to the Enhancement Provider an Opinion of Counsel, in
form and substance satisfactory to the Enhancement Provider and from counsel
reasonably acceptable to it, to the effect that, upon conveyance of possession
or registered ownership to the Trustee or its agent, nominee or custodian, on
behalf of the Trust, of such Permitted Investment, the Trustee, on behalf of the
Trust, will have a perfected first priority security interest in and to such
Permitted Investment for the benefit of the Series 1999-1 Investor
Certificateholders. Such opinion will be required only with respect to Permitted
Investments of a type that have not previously been the subject of such an
opinion or that have been the subject of a change in law. Notwithstanding the
foregoing, if the Rating Agency rating the Series 1999-1 Investor Certificates
is not Standard & Poor's, Moody's or Fitch, any investments specified in this
definition of "Permitted Investments" as requiring a specific credit rating from
Standard & Poor's, Moody's or Fitch (if rated by Fitch) must also have a
comparable credit rating from, or otherwise be acceptable to, the Rating Agency
rating the Series 1999-1 Investor Certificates, as confirmed to the Trustee in
writing by such Rating Agency, and any investments specified in this definition
of "Permitted Investments" as requiring written approval from Standard & Poor's,
Moody's or Fitch must also receive written approval from such other Rating
Agency.
"Pool Amount" shall mean, with respect to any Monthly Period, the aggregate
-----------
amount of Principal Receivables as of the close of business on the last day of
such Monthly Period.
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<PAGE>
"Pool Factor" shall mean, with respect to any Record Date, a number carried
-----------
out to seven decimal places representing the ratio of the Investor Interest as
of the end of the last day of the preceding Monthly Period (determined after
taking into account any increases or decreases in the Investor Interest which
will occur on the following Distribution Date) to the Initial Investor Interest.
"Pooling and Servicing Agreement" shall have the meaning specified in the
-------------------------------
preamble to this document.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer Date or
------------------------
Determination Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period.
"Portfolio Yield" shall mean, with respect to the Series 1999-1 Investor
---------------
Certificates and any Monthly Period, the annualized percentage equivalent of a
fraction the numerator of which is equal to the sum of (i) the lesser of (x) the
Finance Charge Receivables allocable to the Investor Interest for such Monthly
Period, calculated on a billed basis, after subtracting therefrom an amount
equal to the Investor Default Amount with respect to such Monthly Period, and
(y) the aggregate amount of Finance Charge Collections (including all amounts to
be treated as Collections of Finance Charge Receivables under the Agreement)
allocable to the Investor Interest with respect to such Monthly Period, after
subtracting therefrom an amount equal to the Investor Default Amount with
respect to such Monthly Period,(ii) the Principal Funding Investment Proceeds
deposited into the Finance Charge Account on the Transfer Date related to such
Monthly Period, (iii) the amount of the Reserve Draw Amount (up to the Available
Reserve Account Amount), if any, with respect to such Monthly Period, and (iv)
any amounts of interest and earnings described in Section 4.9, each deposited or
required to be deposited into the Finance Charge Account on the Transfer Date
relating to such Monthly Period (without duplication of amounts referenced in
clauses (i), (ii) and (iii) above), and the denominator of which is the Investor
Interest as of the last day of the preceding Monthly Period.
"Potential Event of Default" shall have the meaning specified in the
--------------------------
applicable Interest Rate Cap.
"Principal Account" shall have the meaning specified in subsection 4.3(a).
-----------------
"Principal Allocation" shall have the meaning specified in subsection
--------------------
4.4(d)(ii).
"Principal Collections" shall mean Collections in respect of Principal
---------------------
Receivables.
"Principal Funding Account" shall have the meaning specified in subsection
-------------------------
4.3(a).
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<PAGE>
"Principal Funding Account Balance" shall mean, with respect to any date of
---------------------------------
determination, the amount of funds, if any, on deposit in the Principal Funding
Account on such date of determination (other than Principal Funding Investment
Proceeds).
"Principal Funding Investment Proceeds" shall mean, with respect to each
-------------------------------------
Transfer Date, the investment earnings on funds in the Principal Funding Account
(net of investment expenses and losses) for the period from and including the
immediately preceding Transfer Date to but excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect to each
--------------------------------------
Transfer Date relating to the Controlled Accumulation Period, the amount, if
any, by which the Principal Funding Investment Proceeds for such Transfer Date
are less than the Class A Covered Amount determined as of such Transfer Date.
"Principal Shortfall" shall mean (i) on any Date of Processing for the
-------------------
Series 1999-1 Investor Certificates, the excess of (x) an amount equal to the
sum (without duplication) of (A) during the Controlled Accumulation Period, the
Controlled Deposit Amount, and during the Rapid Amortization Period, the
Investor Interest, in each case with respect to the related Monthly Period, and
(B) at any time, the Collateral Interest Surplus with respect to the related
Monthly Period over (y) the Monthly Total Principal Allocation for such Date of
Processing, or (ii) for any other Series the amounts specified as such in the
Supplement for such other Series.
"Qualified Substitute Arrangement" shall have the meaning specified in
--------------------------------
subsection 4.11(b).
"Qualified Trust Institution" shall mean a depository institution or trust
---------------------------
company having corporate trust powers under applicable federal and state laws
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia; provided, however, that the long-
-------- -------
term unsecured debt obligations (other than such obligation whose rating is
based on collateral or on the credit of a Person other than such institution or
trust company) of such depository institution or trust company shall have a
credit rating from Moody's, Standard & Poor's and Fitch (if rated by Fitch) of
at least Baa3, BBB- and BBB-, respectively, and the deposits in whose accounts
are insured to the limits provided by law and as required by the FDIC.
"Rapid Amortization Period" shall mean an Amortization Period commencing on
-------------------------
the Pay Out Commencement Date and ending on the earlier to occur of (i) the date
of termination of the Trust pursuant to Section 12.1 or (ii) the Series 1999-1
Termination Date.
"Rating Agency" shall mean, with respect to the Series 1999-1 Certificates,
-------------
each of Moody's, Standard & Poor's and Fitch, and with respect to the Collateral
Interest means Fitch.
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<PAGE>
"Reallocated Class B Principal Collections" shall mean, with respect to any
-----------------------------------------
Transfer Date, Principal Collections (including amounts specified pursuant to
subsections 4.6(b)(iii) and (iv), 4.6(d)(ii) and 4.6(f) to be treated as
Available Investor Principal Collections) applied in accordance with subsection
4.12(a) in an amount not to exceed the product of (a) the Class B Investor
Allocation for the Monthly Period relating to such Transfer Date, (b) the
Investor Percentage for the Monthly Period relating to such Transfer Date and
(c) the amount of Principal Collections for the Monthly Period relating to such
Transfer Date; provided, that such amount shall not exceed the Class B Investor
--------
Interest after giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with respect to
--------------------------------------------
any Transfer Date, Principal Collections (including amounts specified pursuant
to subsections 4.6(d)(ix) and (x) to be treated as Available Investor Principal
Collections) applied in accordance with subsections 4.12(a) and (b) in an amount
not to exceed the product of (a) the Collateral Allocation for the Monthly
Period relating to such Transfer Date, (b) the Investor Percentage for the
Monthly Period relating to such Transfer Date and (c) the amount of Principal
Collections for the Monthly Period relating to such Transfer Date; provided,
--------
that such amount shall not exceed the Collateral Interest after giving effect to
any Collateral Interest Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean, with respect to any
---------------------------------
Transfer Date, the sum of (a) the Reallocated Class B Principal Collections and
(b) the Reallocated Collateral Principal Collections with respect to such
Transfer Date.
"Reference Banks" shall mean four major banks in the London interbank
---------------
market selected by the Trustee.
"Replacement Interest Rate Cap" shall mean, with respect to the Class A
-----------------------------
Interest Rate Cap or the Class B Interest Rate Cap, any substitute interest rate
cap having substantially the same terms and conditions as such Interest Rate Cap
and with respect to which the Interest Rate Cap Provider party thereto (a) is
reasonably acceptable to the Trustee, (b) has either (i) a financial program or
counterparty rating of at least Aa3 by Moody's, AA+ by Standard & Poor's, and if
rated by Fitch, at least AA- by Fitch or (ii) if not a financial program or
counterparty rating, a long term unsecured debt or long term certificate of
deposit rating of at least Aa3 by Moody's and, if rated by Fitch, AA- by Fitch,
and a short term unsecured debt or short term certificate of deposit rating of
A-1+ by Standard & Poor's, and (c) is acceptable to Moody's, Fitch and Standard
& Poor's.
"Required Collateral Interest" shall mean, (a) with respect to the Closing
----------------------------
Date, the Initial Collateral Interest and (b) with respect to any Transfer Date
thereafter, an amount equal to the product of (1) the Required Collateral
Percentage and (2) the Adjusted Investor Interest on such Transfer Date after
taking into account all deposits in the Principal Funding Account on such
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<PAGE>
date and payments to be made on the related Distribution Date, but not less than
$12,000,000; provided that (x) if either (i) there is a reduction in the
--------
Collateral Interest pursuant to clause (c), (d) or (e) of the definition of such
term or (ii) a Pay Out Event with respect to the Series 1999-1 Investor
Certificates has occurred, the Required Collateral Interest for any Transfer
Date shall (subject to clause (y) below) equal the Required Collateral Interest
for the Transfer Date immediately preceding such reduction or Pay Out Event and
(y) in no event shall the Required Collateral Interest exceed the sum of the
outstanding principal amounts of (i) the Class A Certificates and (ii) the Class
B Certificates, each as of the last day of the Monthly Period preceding such
Transfer Date, less cash held in the Principal Funding Account as of such
Transfer Date, in each case after taking into account deposits, withdrawals and
payments to be made on the related Distribution Date.
"Required Collateral Percentage" shall mean, with respect to any Transfer
------------------------------
Date, 8.25% or, at the Transferor's option, a lesser percentage if on or prior
to such Transfer Date the Transferor, the Servicer, the Agent and the Trustee
shall each have received a copy of a written notice from the Rating Agency to
the effect that such action will not result in such Rating Agency reducing or
withdrawing its then existing rating of the Class A Certificates or the Class B
Certificates.
"Required Reserve Account Amount" shall mean, with respect to any Transfer
-------------------------------
Date on or after the Reserve Account Funding Date, an amount equal to (a) 0.50%
of the Class A Investor Interest or (b) any other amount designated by the
Transferor; provided that if such designation is less than the amount determined
--------
pursuant to clause (a), Transferor shall (i) provide the Servicer, the
Collateral Interest Holder and the Trustee with notification in writing by the
Rating Agency addressed to the Transferor, the Servicer and the Trustee that
such action will not result in such Rating Agency reducing or withdrawing its
then existing rating of the Class A Certificates or the Class B Certificates and
(ii) deliver to the Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time, in the reasonable
belief of the Transferor, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to the Series 1999-1 Investor Certificates.
"Reserve Account" shall have the meaning specified in subsection 4.9(a).
---------------
"Reserve Account Funding Date" shall mean the Transfer Date which occurs
----------------------------
not later than the earliest of (a) the Transfer Date with respect to the Monthly
Period which commences no later than three months prior to the commencement of
the Controlled Accumulation Period, or such earlier date as the Servicer may
determine, (b) the first Transfer Date for which the Portfolio Adjusted Yield is
less than 2.00%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences twelve months prior to the commencement of the Controlled
Accumulation Period, (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3.00%, but in such
-22-
<PAGE>
event the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which commences six
months prior to the commencement of the Controlled Accumulation Period and (d)
the first Transfer Date for which the Portfolio Adjusted Yield is less than
4.00%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled Accumulation
Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date following the
-----------------------
Reserve Account Funding Date, the amount, if any, by which the amount on deposit
in the Reserve Account exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
-------------------
4.9(c).
"Revolving Period" shall mean the period from and including the Closing
----------------
Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Scheduled Series 1999-1 Termination Date" shall mean the May 2005
----------------------------------------
Distribution Date.
"Series 1999-1" shall mean the Series represented by the Series 1999-1
-------------
Investor Certificates.
"Series 1999-1 Certificates" shall mean the Class A Certificates and the
--------------------------
Class B Certificates.
"Series 1999-1 Collection Subaccount" shall have the meaning specified in
-----------------------------------
Section 4.2B.
"Series 1999-1 Investor Certificateholders" shall mean the Class A
-----------------------------------------
Certificateholders, the Class B Certificateholders and the Collateral Interest
Holder.
"Series 1999-1 Investor Certificates" shall mean the Class A Certificates,
-----------------------------------
the Class B Certificates and the Collateral Interest.
"Series 1999-1 Investor Exchange" shall mean an Investor Exchange pursuant
-------------------------------
to Section 6.9(b) of the Agreement and Section 18 hereof.
"Series 1999-1 Pay Out Event" shall have the meaning specified in Section
---------------------------
9A hereof.
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<PAGE>
"Series 1999-1 Termination Date" shall mean the earlier to occur of (i) the
------------------------------
day after the Distribution Date on which the Series 1999-1 Investor Certificates
are paid in full or (ii) the Scheduled Series 1999-1 Termination Date.
"Series Servicing Fee Percentage" shall mean 2.00%.
-------------------------------
"Series Supplement" shall have the meaning specified in the preamble to
-----------------
this document.
"Shared Finance Charge Collections" shall mean, with respect to any
---------------------------------
Transfer Date, as the context requires, either (a) the amount described in
subsection 4.6(d)(xv) allocated to the Series 1999-1 Investor Certificates but
available to cover shortfalls, if any, in amounts paid from Finance Charge
Collections for other Series, or (b) the aggregate amount allocated to Investor
Certificates of all other Series which the related Supplements specify are to be
treated as "Shared Finance Charge Collections" and which are available for
application pursuant to subsections 4.6(e), 4.6(f) and 4.6(g) on such Transfer
Date.
"Shared Principal Collections" shall mean, as the context requires, either
----------------------------
(a) the amounts allocated to the Series 1999-1 Investor Certificates which, in
accordance with subsections 4.4(c)(ii), 4.4(d)(ii) and 4.4(e)(ii), may be
applied to Principal Shortfalls with respect to other outstanding Series or (b)
the amounts allocated to the investor certificates (which are not retained by
the Transferor) of other Series which the applicable Supplements for such Series
specify are to be treated as "Shared Principal Collections" and which may be
applied to cover Principal Shortfalls with respect to the Series 1999-1 Investor
Certificates.
"Tax" shall have the meaning specified in the applicable Interest Rate Cap.
---
"Telerate Page 3750" shall mean the display page currently so designated on
------------------
the Dow Jones Telerate Service (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).
"Termination Event" shall have the meaning specified in the applicable
-----------------
Interest Rate Cap.
"Transferor" shall mean People's Bank, a Connecticut capital stock savings
----------
bank, the Seller under the Agreement.
SECTION 2.1 Other Definitional Provisions. Whenever a determination is
-----------------------------
to be made under the Agreement as to whether a given action, course of conduct
or set of facts or circumstances could or would have a material adverse effect
on the Trust or the Series 1999-1 Investor Certificateholders (or any similar or
analogous determination), such determination shall be made without giving effect
to the Enhancement.
SECTION 3. Conveyance of Interest in Series Accounts.
-----------------------------------------
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<PAGE>
(a) The Transferor and the Trustee intend that the Series Accounts and all
property credited thereto be the property of the Trust for the benefit of the
Series 1999-1 Investor Certificateholders. If and to the extent the Series
Accounts and the property credited thereto are characterized as property of the
Transferor, the Transferor hereby assigns, sets-over, conveys, pledges and
grants a security interest and lien (free and clear of all other Liens) to the
Trustee for the benefit of the Certificateholders, in all of the Transferor's
right, title and interest (if any) in and to the Series Accounts and the amounts
on deposit in the Series Accounts and all property now or hereafter credited
thereto, including but not limited to Permitted Investments, together with all
proceeds thereof, as collateral security for the amounts payable from time to
time to the Trustee, for the benefit of the Series 1999-1 Investor
Certificateholders.
(b) The Series Accounts shall be established at a depository institution
which agrees in writing as follows: (i) all money, securities, instruments and
other property credited to any such account shall be treated as "financial
assets" within the meaning of Section 8-102(a)(9) of the 1994 Official Text of
the Uniform Commercial Code and (ii) such depository institution will comply
with "entitlement orders" (within the meaning of Section 8-102(a)(8) of the 1994
Official Text of the Uniform Commercial Code) issued by the Trustee and relating
to such account without further consent by the Transferor or any other person.
SECTION 4. Minimum Seller Interest, Minimum Aggregate Principal
----------------------------------------------------
Receivables and Removal of Accounts. (a) The Minimum Seller Interest
- -----------------------------------
applicable to the Series 1999-1 Investor Certificates on any date of
determination shall be 7% of the Aggregate Principal Receivables for such date
of determination. The Minimum Aggregate Principal Receivables shall be the sum
of the numerators used to calculate the Investor Percentage with respect to
Principal Receivables for all Series then outstanding. Upon final payment of the
Series 1999-1 Investor Certificates, the Minimum Aggregate Principal Receivables
shall be computed in a manner consistent with the Agreement or any future
Supplement, as appropriate.
(b) In addition to the requirements contained in subsections 2.7(a) and
(b) of the Agreement with respect to the removal of Accounts, pursuant to
subsection 2.7(b)(iii)(c) of the Agreement, the removal of any Receivables of
any Removed Accounts on any Removal Date shall not, in the reasonable belief of
the Transferor, result in the failure to make a deposit of a Controlled Deposit
Amount or a payment of Collateral Monthly Principal.
SECTION 5. Reassignment and Transfer Terms. The Series 1999-1 Investor
-------------------------------
Certificates shall be subject to transfer to the Transferor at its option (an
"Optional Transfer"), in accordance with the terms specified in subsection
12.2(a) of the Agreement, on any Distribution Date on or after the Distribution
Date on which the Investor Interest is reduced to an amount less than or equal
to 5% of the Initial Investor Interest; provided, however, that the Series 1999-
-------- -------
1 Investor Certificates shall not be subject to an Optional Transfer if there
have been any unreimbursed reductions in the Class A Investor Interest, Class B
Investor Interest or the Collateral Interest for reasons other than payment of
principal to, respectively, Holders of the Class A Certificates,
-25-
<PAGE>
Holders of the Class B Certificates or the Collateral Interest Holder, as of
such Distribution Date. The Series 1999-1 Investor Certificates shall be subject
to mandatory transfer to the Transferor, in accordance with the terms specified
in subsection 12.2(a) of the Agreement, on the Distribution Date immediately
preceding the Scheduled Series 1999-1 Termination Date if the Investor Interest
is reduced to an amount less than or equal to 5% of the Initial Investor
Interest and the conditions specified in the proviso to Section 12.2(a) of the
Agreement shall have been satisfied. The deposit required in connection with any
such purchase shall be equal to (a) the Investor Interest, plus (b) accrued and
----
unpaid interest (other than Class A Excess Interest or Class B Excess Interest,
as the case may be) on the Series 1999-1 Investor Certificates through and
including the day preceding the day on which such purchase occurs, plus (c) all
----
additional amounts then due and payable to the Collateral Interest Holder under
the Loan Agreement, less (d) the amount on deposit in the Finance Charge Account
----
which will be transferred to the Distribution Account pursuant to Section 4.6 on
the related Transfer Date, less (e) the amount on deposit in the Principal
----
Account which will be transferred to the Distribution Account pursuant to the
second paragraph of Subsection 4.8(a) on the related Transfer Date. The
mandatory purchase requirement is in addition to any other provisions and
remedies provided by the Agreement and shall not serve to relieve any party of
obligations it may otherwise have or waive any remedy that is otherwise provided
in the Agreement.
SECTION 6. Delivery and Payment for the Series 1999-1 Certificates. The
-------------------------------------------------------
Transferor shall execute and deliver the Series 1999-1 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 1999-1 Certificates when authenticated in
accordance with Section 6.2 of the Agreement.
SECTION 7. Depositary; Form of Delivery of Series 1999-1 Certificates.
----------------------------------------------------------
(a) The Series 1999-1 Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.1, 6.2, 6.9 and 6.11 of the Agreement.
(b) The depositary for the Series 1999-1 Certificates shall be The
Depository Trust Company, and the Class A Certificates and the Class B
Certificates shall be initially registered in the name of CEDE & Co., its
nominee.
(c) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Series 1999-1 Investor Certificates, Class A Certificates or Class B
Certificates having Undivided Interests aggregating a specified percentage, such
direction or consent, with respect to the Class A Certificates and the Class B
Certificates, may be given by Certificate Owners having interests in the
requisite percentage of Series 1999-1 Certificates, Class A Certificates or
Class B Certificates, as the case may be, acting through the Clearing Agency and
the Clearing Agency Participants; provided, however, that so long as the Class A
-------- -------
Certificates and Class B Certificates are in book-entry form, the Trustee shall
only be obligated to follow such directions or consents from the depositary or
Clearing Agency.
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<PAGE>
SECTION 8. Enhancement. Enhancement for the Series 1999-1 Certificates
-----------
shall be the subordination of the Collateral Interest to the extent provided
herein, the Interest Rate Caps and, with respect to the Class A Certificates,
the funds and securities on deposit in the Reserve Account, up to the Available
Reserve Account Amount, and the subordination of the Class B Certificates to the
extent provided herein.
SECTION 9. Article IV of Agreement. Any provision of Article IV of the
-----------------------
Agreement which distributes Collections to the Holder of the Exchangeable Seller
Certificate on the basis of the Seller Percentage shall continue to apply
irrespective of the issuance of the Series 1999-1 Investor Certificates.
Sections 4.1 and 4.2 of the Agreement shall be read in their entirety as
provided in the Agreement. Article IV of the Agreement (except for Sections 4.1
and 4.2 thereof) shall read in its entirety as follows and shall be applicable
only to the Series 1999-1 Investor Certificates:
ARTICLE IV
RIGHTS OF SERIES 1999-1 INVESTOR CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.2A Rights of Series 1999-1 Investor Certificateholders. The
---------------------------------------------------
Series 1999-1 Investor Certificates shall represent fractional Undivided
Interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Series 1999-1
Investor Certificates at the times and in the amount specified in this
Agreement, (a) the related Investor Percentage of Collections received with
respect to the Receivables, (b) funds on deposit in the Collection Account and
the Excess Funding Account allocable to the Series 1999-1 Investor Certificates,
(c) funds and securities on deposit in the Finance Charge Account, the Principal
Account, the Distribution Account and the Series 1999-1 Collection Subaccount,
(d) with respect to the Class A Certificates only, funds and securities on
deposit in the Reserve Account, up to the Available Reserve Account Amount, and
the Principal Funding Account and (e) with respect to the Class A Certificates
and the Class B Certificates only, the right to receive payments pursuant to the
Interest Rate Caps in accordance with Section 4.11. The Collateral Interest
shall be subordinate to the Class A Certificates and the Class B Certificates to
the extent described herein. The Class B Certificates shall be subordinate to
the Class A Certificates to the extent described herein. The Exchangeable
Seller Certificate shall represent the ownership interest in the Trust Assets
not allocated to the Series 1999-1 Investor Certificates or any other Series
outstanding; provided, however, the ownership interest represented by the
-------- -------
Exchangeable Seller Certificate and any other Series outstanding shall not
represent any interest in the Series 1999-1 Collection Subaccount, the Principal
-27-
<PAGE>
Funding Account, the Reserve Account or the Interest Rate Caps, except as
specifically provided in this Article IV.
SECTION 4.2B The Series 1999-1 Collection Subaccount. Pursuant to Section
---------------------------------------
4.1 of the Agreement, the Servicer, on behalf of the Trustee, shall establish
and maintain a subaccount of the Collection Account to be maintained with a
Qualified Trust Institution, which shall initially be Bankers Trust Company, for
the benefit of the Series 1999-1 Investor Certificateholders, bearing a
designation clearly indicating that the funds therein are held in trust for the
benefit of the Series 1999-1 Investor Certificateholders (the "Series 1999-1
Collection Subaccount"). Funds allocable to the Series 1999-1 Investor
Certificates which are deposited into the Collection Account will be transferred
to the Series 1999-1 Collection Subaccount prior to further application.
References in this Series Supplement to deposits of such funds into the
Collection Account should be read to include such transfers. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1999-1 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1999-1
Investor Certificateholders. Pursuant to the authority granted to it pursuant to
subsection 3.1(b), the Servicer shall have the power, revocable by the Trustee,
to withdraw funds, and to instruct the Trustee to withdraw funds, from the
Series 1999-1 Collection Subaccount for the purpose of carrying out its duties
hereunder. All such instructions from the Servicer to the Trustee shall be in
writing; provided, however, that the Servicer is entitled to give instructions
-------- -------
to the Trustee by facsimile. Funds on deposit in the Series 1999-1 Collection
Subaccount (not required to be deposited in the Finance Charge Account or the
Principal Account pursuant to Section 4.4 hereof) shall at all times be invested
by the Trustee, at the direction of the Servicer, in Permitted Investments. Any
such investment shall mature and such funds shall be available for withdrawal,
on or prior to the Transfer Date following the Monthly Period in which such
funds were processed for collection; provided, however, that any Permitted
-------- -------
Investment in short term U.S. treasury securities may mature one day after such
Transfer Date and may be sold on such Transfer Date. All interest and earnings
(net of losses and investment expenses) on funds on deposit in the Series 1999-1
Collection Subaccount shall be deposited by the Trustee in a separate deposit
account with a Qualified Trust Institution in the name of the Transferor, which
shall not constitute a part of the Trust, or shall otherwise be turned over to
the Transferor not less frequently than monthly; provided, however, that
-------- -------
following the failure of the Servicer to make a payment or deposit, which
failure results in the occurrence of a Servicer Default with respect to the
Series 1999-1 Investor Certificates, such interest and earnings shall not be
paid to the Transferor or deposited in such separate deposit account during the
period such Servicer Default is continuing, but shall be retained in, or
deposited into, the
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<PAGE>
Finance Charge Account and shall be treated as Finance Charge Collections
allocable to the Series 1999-1 Investor Certificateholders. The Qualified Trust
Institution shall maintain, either on its own or through its nominee or
custodian for the benefit of the Series 1999-1 Investor Certificateholders,
possession of any certificated negotiable instrument or security (other than
certificated securities held by a clearing corporation) evidencing the Permitted
Investments described in clause (a) of the definition thereof relating to the
Collection Account from the time of purchase thereof until the time of maturity.
Subject to the restrictions set forth above, the Servicer, or a Person
designated in writing by the Servicer, shall instruct the Trustee in writing
with respect to the investment of funds on deposit in the Series 1999-1
Collection Subaccount. For purposes of determining the availability of funds or
the balances in the Series 1999-1 Collection Subaccount for any reason under
this Agreement, all investment earnings on such funds (net of losses and
expenses) shall be deemed not to be available or on deposit so long as a
Servicer Default shall not be continuing pursuant to this Section 4.2B.
Permitted Investments shall not be disposed of prior to their maturity other
than as provided above with respect to short term U.S. treasury securities.
SECTION 4.3 Establishment of Series 1999-1 Investor Accounts. (a) The
------------------------------------------------ ---
Finance Charge Account, the Principal Account and the Principal Funding Account.
- -------------------------------------------------------------------------------
The Servicer, for the benefit of the Series 1999-1 Investor Certificateholders,
shall establish and maintain with a Qualified Trust Institution, initially
Bankers Trust Company, in the name of the Trustee, on behalf of the Trust, three
segregated trust accounts maintained in the corporate trust department of such
Qualified Trust Institution, and held in trust by such Qualified Trust
Institution (the "Finance Charge Account", the "Principal Account" and the
"Principal Funding Account", respectively), bearing a designation clearly
indicating that the funds therein are held in trust for the benefit of the
Series 1999-1 Investor Certificateholders. The Servicer, on behalf of the
Trustee (or the Trustee so long as the Finance Charge Account, the Principal
Account or the Principal Funding Account, are established with the Trustee), at
all times shall maintain accurate records reflecting each transaction in the
Principal Account, the Finance Charge Account and the Principal Funding Account,
and that funds held therein shall at all times be held in trust for the benefit
of the Series 1999-1 Investor Certificateholders. Pursuant to the authority
granted to it pursuant to subsection 3.1(b), the Servicer shall have the power,
revocable by the Trustee, to withdraw funds, and to instruct the Trustee to
withdraw funds, from the Finance Charge Account, Principal Account and the
Principal Funding Account for the purpose of carrying out its duties hereunder.
All such instructions from the Servicer to the Trustee shall be in writing;
provided, however, that the Servicer is entitled to give instructions to the
- -------- -------
Trustee by facsimile.
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<PAGE>
(b) The Distribution Account. The Servicer, for the benefit of the Series
------------------------
1999-1 Investor Certificateholders, shall cause to be established and maintained
in the name of the Trustee, on behalf of the Trust, with an office or branch of
a Qualified Trust Institution (other than the Transferor), initially Bankers
Trust Company, a non-interest bearing segregated demand deposit account
maintained in the corporate trust department of such Qualified Trust
Institution, and held in trust by such Qualified Trust Institution (the
"Distribution Account") bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Series 1999-1
Investor Certificateholders. The Paying Agent shall have the revocable authority
to make withdrawals from the Distribution Account. Funds on deposit in the
Distribution Account shall not be invested.
(c) Administration of the Finance Charge Account, Principal Account and
-------------------------------------------------------------------
Principal Funding Account.
- -------------------------
(i) Funds on deposit in the Finance Charge Account, the Principal
Account and the Principal Funding Account shall at all times be invested by
the Trustee at the direction of the Servicer in Permitted Investments. Any
such investment shall mature and such funds shall be available for
withdrawal on or prior to the Transfer Date following the Monthly Period in
which such funds were processed for collection. The Qualified Trust
Institution which holds the Finance Charge Account, the Principal Account
and the Principal Funding Account shall maintain either on its own or
through its nominee or custodian for the benefit of the Series 1999-1
Investor Certificateholders, possession of any certificated negotiable
instrument or security (other than certificated securities held by a
clearing corporation) evidencing the Permitted Investments relating to the
Principal Account, the Finance Charge Account or the Principal Funding
Account, as the case may be, described in clause (a) of the definition of
Permitted Investments from the time of purchase thereof until the time of
maturity; provided, however, that any Permitted Investment in short term
-------- -------
U.S. treasury securities may mature one day after such Transfer Date and
may be sold on such Transfer Date. Subject to the restrictions set forth
above, the Servicer, or a Person designated in writing by the Servicer,
shall instruct the Qualified Trust Institution which holds the Finance
Charge Account, the Principal Account and the Principal Funding Account in
writing with respect to the investment of funds on deposit in the Finance
Charge Account and the Principal Account. Permitted Investments shall not
be disposed of prior to their maturity other than as provided above with
respect to short term U.S. treasury securities.
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<PAGE>
(ii) At the end of each month, all interest and earnings (net of
losses and investment expenses) on funds on deposit in the Finance Charge
Account and the Principal Account shall be deposited by the Trustee in a
separate deposit account with a Qualified Trust Institution in the name of
the Transferor, or a Person designated in writing by the Transferor, which
shall not constitute a part of the Trust, or shall otherwise be turned over
by the Trustee to the Transferor not less frequently than monthly. For
purposes of determining the availability of funds or the balances in the
Finance Charge Account or the Principal Account for any reason under this
Agreement, all investment earnings on such funds (net of losses and
expenses) shall be deemed not to be available or on deposit.
(iii) On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, prior
to the Class A Scheduled Payment Date, the Trustee, acting at the
Servicer's direction given on or before such Transfer Date, shall transfer
from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal Funding
Account, but not in excess of the Class A Covered Amount, for application
as Class A Available Funds applied pursuant to subsection 4.6(a). Any
Excess Principal Funding Investment Proceeds shall be paid to the Holder of
the Exchangeable Seller Certificate on each Transfer Date. An amount equal
to any Principal Funding Investment Shortfall will be deposited in the
Finance Charge Account on each Transfer Date from the Reserve Account to
the extent funds are available pursuant to subsection 4.9. Except as
otherwise provided in this subsection 4.3(c)(iii), Principal Funding
Investment Proceeds (including reinvested interest) shall not be considered
part of the amounts on deposit in the Principal Funding Account for
purposes of this Agreement.
(d) Termination of Qualified Trust Institution. If the entity with
------------------------------------------
which any of the accounts established pursuant to this Section 4.3 ceases
to be a "Qualified Trust Institution," then such entity shall (i) provide
the Trustee and the Servicer with prompt written notice that it is no
longer a "Qualified Trust Institution" and (ii) transfer the funds
deposited in each of the accounts in the manner directed by the Servicer
within 10 Business Days of the day on which such entity ceased to be a
"Qualified Trust Institution."
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<PAGE>
SECTION 4.4 Allocations.
-----------
(a) [Reserved]
(b) [Reserved]
(c) Allocations During the Revolving Period. During the Revolving
---------------------------------------
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, direct the Trustee to
transfer from the Collection Account (or, if applicable, the Principal
Account or the Principal Funding Account) the following amounts as set
forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
sum of (x) the product of (A) the Floating Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate amount of
Finance Charge Collections processed on such Date of Processing and
(y) the proceeds of the sale of any Interest Rate Cap pursuant to
subsection 4.11(g) on such Date of Processing; provided, however, that
-------- -------
with respect to the initial Interest Accrual Period an additional
amount of $1,128,985.56 shall be deposited in the Finance Charge
Account from proceeds of the sale of the Series 1999-1 Investor
Certificates, and such deposit shall be deemed to constitute
$1,032,954.81 of Class A Available Funds, $92,364.08 of Class B
Available Funds and $3,666.67 of Collateral Available Funds with
respect to the Monthly Period preceding the first Transfer Date for
all purposes under this Agreement.
(ii) Deposit in the Principal Account an amount equal to the
product of (A) the Floating Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of such
Principal Collections processed on such Date of Processing; provided,
--------
however, that if the amount deposited into the Principal Account
-------
pursuant to this subsection 4.4(c)(ii) exceeds the Collateral Interest
Surplus, if any, as of such Date of Processing, then such excess shall
not be treated as a Principal Allocation and shall be treated as
Shared Principal Collections allocable to other Series and applied in
accordance with Section 4.2(e) of the Agreement; provided further
-------- -------
that, if on any Date of Processing the aggregate amount of Collections
deposited in the Principal Account on such Date of Processing pursuant
to this subsection
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4.4(c)(ii) is less than an amount equal to the Collateral Interest
Surplus, then Shared Principal Collections from other Series, if any,
allocable to the Series 1999-1 Investor Certificates will be deposited
to the Principal Account in accordance with subsection 4.2(e) to the
extent of such shortfall.
(d) Allocations During the Controlled Accumulation Period. During the
-----------------------------------------------------
Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection
Account, direct the Trustee to transfer from the Collection Account (or, if
applicable, the Principal Account or the Principal Funding Account) the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
sum of (x) the product of (A) the Floating Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on such
Date of Processing and (y) the proceeds of the sale of any Interest
Rate Cap pursuant to subsection 4.11(g) on such Date of Processing.
(ii) Deposit in the Principal Account an amount, if any, equal
to the product of (A) the Fixed Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of such
Principal Collections processed on such Date of Processing (for any
such Date of Processing, a "Principal Allocation"); provided, however,
-------- -------
that if the Monthly Total Principal Allocation on such Date of
Processing exceeds an amount equal to the sum of (x) the Controlled
Deposit Amount, if such Date of Processing is during the Controlled
Accumulation Period prior to the beginning of the Monthly Period in
which the Class A Scheduled Payment Date occurs, or the Class B
Investor Interest if such Date of Processing is in the Controlled
Accumulation Period thereafter, and (y) the Collateral Interest
Surplus as of such Date of Processing, then such excess shall not be
treated as a Principal Allocation and shall be treated as Shared
Principal Collections and applied in accordance with Section 4.2(e) of
the Agreement; provided, further, that if on any Date of Processing
-------- -------
the aggregate Principal Allocation for such Date of Processing and for
each prior Date of Processing in such Monthly Period is less than an
amount equal to the sum of the Controlled Deposit Amount and the
Collateral Interest Surplus, then Shared
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<PAGE>
Principal Collections from other Series, if any, allocable to the
Series 1999-1 Investor Certificates will be deposited to the Principal
Account in accordance with Section 4.2(e) of the Agreement to the
extent of such shortfall.
(e) Allocations During the Rapid Amortization Period. During the
------------------------------------------------
Rapid Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection
Account, direct the Trustee to transfer from the Collection Account the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
sum of (x) the product of (A) the Floating Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate amount of
such Collections processed in respect of Finance Charge Receivables on
such Date of Processing and (y) the proceeds of the sale of any
Interest Rate Cap pursuant to subsection 4.11(g).
(ii) Deposit in the Principal Account an amount equal to the
Principal Allocation; provided, however, that if the Principal
-------- -------
Allocation on any date exceeds the Investor Interest, the amount of
such excess shall be treated as Shared Principal Collections allocable
to other Series and applied in accordance with Section 4.2(e) of the
Agreement; provided, further, that if on any Date of Processing the
-------- -------
Monthly Total Principal Allocation for such Date of Processing in such
Monthly Period is less than the Investor Interest, then Shared
Principal Collections from other Series, if any, allocable to the
Series 1999-1 Investor Certificates pursuant to Section 4.2(e) of the
Agreement will be deposited in the Principal Account to the extent of
such shortfall.
SECTION 4.5 Defaulted Accounts and Charge-Offs.
----------------------------------
(a) On each Determination Date, the Servicer shall calculate the
Class A Investor Default Amount for the preceding Monthly Period. If on
the related Transfer Date, the Class A Investor Default Amount for such
Determination Date exceeds the sum of the amounts allocated with respect
thereto pursuant to subsections 4.6(a)(iii), 4.6(d)(i), 4.6(e) and 4.12(a)
with respect to such preceding Monthly Period, then the Collateral Interest
(after giving effect to reductions for any Collateral Interest Charge-Offs
and any Reallocated Principal Collections on such Transfer Date) will be
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<PAGE>
reduced by the amount of such excess, but not by more than the Class A
Investor Default Amount for such Transfer Date. If such reduction would
cause the Collateral Interest to be a negative number, the Collateral
Interest will be reduced to zero, and the Class B Investor Interest (after
giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Collateral Interest would have been
reduced below zero. If such reduction would cause the Class B Investor
Interest to be a negative number, the Class B Investor Interest will be
reduced to zero, and the Class A Investor Interest will be reduced by the
amount by which the Class B Investor Interest would have been reduced below
zero (a "Class A Investor Charge-Off"). If the Class A Investor Interest
has been reduced by the amount of any Class A Investor Charge-Offs, it will
be reimbursed on any Distribution Date (but not by an amount in excess of
the aggregate Class A Investor Charge-Offs) by the amounts allocated and
available for such purpose pursuant to subsections 4.6(a)(iv), 4.6(d)(i),
4.6(e) and 4.12(a).
(b) On each Determination Date, the Servicer shall calculate the Class
B Investor Default Amount for the preceding Monthly Period. If on any
Determination Date, the Class B Investor Default Amount for such
Determination Date exceeds the amount allocated and available to fund such
amount pursuant to subsections 4.6(b)(iii), 4.6(d)(ii), 4.6(f) and 4.12(b),
the Collateral Interest (after giving effect to reductions for any
Collateral Interest Charge-Offs and any Reallocated Principal Collections
on such Transfer Date and any adjustments with respect thereto as described
in subsection 4.5(a)) will be reduced by the amount of such excess but not
by more than the Class B Investor Default Amount for such Transfer Date.
If such reduction would cause the Collateral Interest to be a negative
number, the Collateral Interest shall be reduced to zero and the Class B
Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the amount of
Reallocated Principal Collections in excess of the Collateral Interest
pursuant to subsection 4.12(a) and the amount of any portion of the Class B
Investor Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to subsection 4.5(a).
The Class B Investor Interest will thereafter be reimbursed (but not in the
excess of the unpaid principal balance of the Class B Certificates) on any
Transfer Date by amounts allocated and available for that purpose as
described under subsections 4.6(b)(iv), 4.6(d)(ii) and (v), 4.6(f) and
4.12(b).
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<PAGE>
(c) On each Determination Date, the Servicer shall calculate the
Collateral Default Amount for the preceding Monthly Period. If on any
Determination Date, the Collateral Default Amount for such Determination
Date exceeds the amount allocated and available to fund such amount
pursuant to subsections 4.6(d)(ix), (x) and (xii) and 4.6(g), the
Collateral Interest will be reduced by the amount of such excess but not by
more than the lesser of the Collateral Default Amount and the Collateral
Interest for such Transfer Date (a "Collateral Interest Charge-Off"). The
Collateral Interest will also be reduced by the amount of Reallocated
Principal Collections pursuant to subsections 4.12(a) and (b) and the
amount of any portion of the Collateral Interest allocated to the Class A
Certificates or the Class B Certificates to avoid a reduction in the Class
A Investor Interest, pursuant to subsection 4.5(a), or the Class B Investor
Interest, pursuant to subsection 4.5(b), respectively. The Collateral
Interest will thereafter be reimbursed (but not in the excess of the unpaid
principal balance of the Collateral Interest) on any Transfer Date by
amounts allocated and available for that purpose as described under
subsections 4.6(d)(ix) and (x) and 4.6(g).
SECTION 4.6 Monthly Payments. On each Determination Date, the Servicer
----------------
shall notify the Trustee that the Servicer will withdraw, or shall instruct the
Trustee to withdraw, and the Trustee acting in accordance with such instructions
shall withdraw, on the succeeding Transfer Date, the amounts required to be
withdrawn from the Finance Charge Account (or from the finance charge accounts
for other Series, as applicable) pursuant to subsections 4.6(a), (b), (c), (d),
(e), (f) and (g). On each Determination Date, the Servicer shall also notify
the Trustee of the amounts to be withdrawn by the Trustee, acting on
instructions from the Servicer, from the Principal Funding Account and the
Reserve Account, pursuant to subsections 4.3(c), 4.9(b) and 4.9(d).
(a) On each Transfer Date, an amount equal to the Class A Available
Funds for the related Monthly Period will be distributed in the following
priority:
(i) Class A Monthly Cap Rate Interest and the Class A Covered
---------------------------------------------------------
Amount. On each Transfer Date, the Servicer or the Trustee, acting in
------
accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account and deposit to the Distribution Account, to
the extent funds are available from such Class A Available Funds (i)
first, an amount equal to the sum of the Class A Monthly Cap Rate
Interest and the Class A Covered Amount for the related Distribution
Date; and (ii) then, an amount
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<PAGE>
equal to the amount of any overdue Class A Monthly Cap Rate Interest
and overdue Class A Covered Amount, for which a payment has not been
made under this subsection 4.6(a)(i) or otherwise pursuant to this
Agreement; provided, however, that with respect to the first
-------- -------
Distribution Date relating to the Series 1999-1 Investor Certificates,
the amount of Class A Monthly Cap Rate Interest referred to in (i)
above shall be $852,135.56 (reflecting an initial period of 16 days).
(ii) Class A Monthly Servicing Fee. On each Transfer Date, the
-----------------------------
Servicer or the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge Account, to the
extent funds are available from such Class A Available Funds after
giving effect to the withdrawals pursuant to subsection 4.6(a)(i), an
amount equal to the Class A Monthly Servicing Fee accrued in respect
of the preceding Monthly Period, plus all accrued and unpaid Class A
Monthly Servicing Fees in respect of previous Monthly Periods, and the
Servicer or the Trustee, as the case may be, shall pay such amount to
the Servicer.
(iii) Class A Investor Default Amount. On each Transfer Date,
-------------------------------
the Servicer or the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Finance Charge Account, to
the extent funds are available from such Class A Available Funds after
giving effect to the withdrawal pursuant to subsections 4.6(a)(i) and
(ii), an amount equal to the Class A Investor Default Amount, if any,
for the preceding Monthly Period, and the Servicer or the Trustee, as
the case may be, shall apply such amount, subject to Section 4.12, in
accordance with Section 4.8 as Available Investor Principal
Collections.
(iv) Reimbursement of Class A Investor Charge-Offs. On each
---------------------------------------------
Transfer Date, the Servicer or the Trustee, acting in accordance with
instructions of the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds are available from such Class A Available
Funds after giving effect to the withdrawals and transfers pursuant to
subsections 4.6(a)(i) through (iii), an amount equal to the aggregate
amount of Class A Investor Charge-Offs, if any, which have not
theretofore been reimbursed pursuant to this subsection 4.6(a)(iv) or
otherwise pursuant to the Agreement and shall apply such amount,
subject to Section 4.12, in
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<PAGE>
accordance with Section 4.8 as Available Investor Principal
Collections. On the date of any such reimbursement, the Class A
Investor Interest shall be increased by the amount of such
reimbursement of Class A Investor Charge-Offs.
(v) Excess Spread. The remaining Class A Available Funds, if
-------------
any, for the Related Monthly Period shall constitute Excess Spread and
shall be allocated and distributed as set forth in subsection 4.6(d).
(b) On each Transfer Date, an amount equal to Class B Available Funds
for the Related Monthly Period will be distributed in the following
priority:
(i) Class B Monthly Cap Rate Interest. On each Transfer Date,
---------------------------------
the Servicer or the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Finance Charge Account and
deposit to the Distribution Account, to the extent funds are available
from such Class B Available Funds, (i) first, an amount equal to the
Class B Monthly Cap Rate Interest for the related Distribution Date;
and (ii) then, an amount equal to the amount of any overdue Class B
Monthly Cap Rate Interest, for which a payment has not been made under
this subsection 4.6(b)(i) or otherwise pursuant to the Agreement;
provided, however, that with respect to the first Distribution Date
-------- -------
relating to the Series 1999-1 Investor Certificates, the amount
referred to in (i) above shall be $76,850.00 (reflecting an initial
period of 16 days).
(ii) Class B Monthly Servicing Fee. On each Transfer Date, the
-----------------------------
Servicer or the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Finance Charge Account, to the
extent funds are available from such Class B Available Funds after
giving effect to the withdrawals pursuant to subsection 4.6(b)(i), an
amount equal to the Class B Monthly Servicing Fee accrued in respect
of the preceding Monthly Period, plus all accrued and unpaid Class B
Monthly Servicing Fees in respect of previous Monthly Periods, and the
Servicer or the Trustee, as the case may be, shall pay such amount to
the Servicer.
(iii) Class B Investor Default Amount. On each Transfer Date,
-------------------------------
the Servicer or the Trustee, acting in accordance with
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<PAGE>
instructions from the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds are available from such Class B Available
Funds after giving effect to the withdrawal pursuant to subsections
4.6(b)(i) and (ii), an amount equal to the Class B Investor Default
Amount, if any, for the preceding Monthly Period, and the Servicer or
the Trustee, as the case may be, shall apply such amount, subject to
Section 4.12, in accordance with Section 4.8 as Available Investor
Principal Collections.
(iv) Reimbursement of Class B Investor Charge-Offs. On each
---------------------------------------------
Transfer Date, the Servicer or the Trustee, acting in accordance with
instructions of the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds are available from such Class B Available
Funds after giving effect to the withdrawals and transfers pursuant to
subsections 4.6(b)(i) through (iii), an amount equal to the aggregate
amount of Class B Investor Charge-Offs, if any, which have not
theretofore been reimbursed pursuant to this subsection 4.6(b)(iv) or
otherwise pursuant to this Agreement and shall apply such amount,
subject to Section 4.12, in accordance with Section 4.8 as Available
Investor Principal Collections. On the date of any such
reimbursement, the Class B Investor Interest shall be increased by the
amount of such reimbursement of Class B Investor Charge-Offs.
(v) Excess Spread. The remaining Class B Available Funds, if
-------------
any, for the related Monthly Period shall constitute Excess Spread and
shall be allocated and distributed as set forth in subsection 4.6(d).
(c) On each Transfer Date, an amount equal to the Collateral
Available Funds for the related Monthly Period will be distributed in the
following priority:
(i) Collateral Interest Monthly Servicing Fee. On each Transfer
-----------------------------------------
Date, the Servicer or the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Finance Charge Account, to the
extent funds are available from such Collateral Available Funds, an amount
equal to the Collateral Interest Monthly Servicing Fee accrued in respect
of the preceding Monthly Period plus all accrued and unpaid Collateral
Interest Monthly Servicing Fees in respect of previous Monthly Periods,
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<PAGE>
and the Servicer or the Trustee, as the case may be, shall pay such amount
to the Servicer.
(ii) Excess Spread. The remaining Collateral Available Funds,
-------------
if any, for the related Monthly Period shall constitute Excess Spread
and shall be allocated and distributed as set forth in subsection
4.6(d).
(d) On each Transfer Date, Excess Spread will be distributed in the
following priority:
(i) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread, an amount equal to the Class A Required Amount, if any,
with respect to the related Distribution Date, to be applied, with
respect to each of the components thereof, in accordance with Section
4.6(a).
(ii) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread, after giving effect to the withdrawal pursuant to
subsection 4.6(d)(i), an amount equal to the Class B Required Amount,
if any, with respect to the related Distribution Date, to be applied,
with respect to each of the components thereof, in accordance with
Section 4.6(b).
(iii) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) and (ii), and shall deposit in the Distribution
Account for distribution to the Class A Certificateholders on the next
succeeding Distribution Date pursuant to Section 4.7, an amount equal
to the amount of any accrued and unpaid interest on any overdue Class
A Monthly Interest, calculated on the basis of (x) a default rate of
interest equal to the Class A Certificate Rate plus 0.5% and (y) the
actual number of days such Class A Monthly Interest is or was at any
time overdue, divided by 360.
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<PAGE>
(iv) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (iii), and shall deposit in the
Distribution Account for distribution to the Class B
Certificateholders on the next succeeding Distribution Date pursuant
to Section 4.7, an amount equal to the amount of any accrued and
unpaid interest on any overdue Class B Monthly Interest, calculated on
the basis of (x) a default rate of interest equal to the Class B
Certificate Rate plus 0.5% and (y) the actual number of days such
Class B Monthly Interest is or was at any time overdue, divided by
360.
(v) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (iv), an amount equal to any
unreimbursed reductions in the Class B Investor Interest in connection
with the payment of the Class A Required Amount, to reinstate the
Class B Investor Interest to the extent of any such reduction, which
amount shall be applied, subject to Section 4.12, in accordance with
Section 4.8 as Available Investor Principal Collections.
(vi) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, and pay to the Collateral Interest Holder
in accordance with the Loan Agreement, to the extent funds are
available from Excess Spread after giving effect to the withdrawals
pursuant to subsections 4.6(d)(i) through (v), an amount equal to the
sum of (x) the Collateral Monthly Interest for the related Monthly
Period and (y) the amount of any accrued and unpaid Collateral Monthly
Interest for any prior Monthly Periods.
(vii) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (vi), and shall deposit in
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<PAGE>
the Distribution Account for distribution to the Class A
Certificateholders on the next succeeding Distribution Date pursuant
to Section 4.7, an amount equal to the amount by which the Class A
Monthly Interest for the related Interest Accrual Period exceeds the
Class A Monthly Cap Rate Interest (other than Class A Excess
Interest), to the extent such amount is not paid by the Interest Rate
Cap Provider pursuant to the Class A Interest Rate Cap in accordance
with Section 4.11(a), plus any such amounts accrued and unpaid for
prior Interest Accrual Periods.
(viii) On each Transfer Date, the Servicer or the Trustee,
acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account, to the extent funds are
available from Excess Spread after giving effect to the withdrawals
pursuant to subsections 4.6(d)(i) through (vii), and shall deposit in
the Distribution Account for distribution to the Class B
Certificateholders on the next succeeding Distribution Date pursuant
to Section 4.7, an amount equal to the amount by which the Class B
Monthly Interest for the related Interest Accrual Period exceeds the
Class B Monthly Cap Rate Interest (other than Class B Excess
Interest), to the extent such amount is not paid by the Interest Rate
Cap Provider pursuant to the Class B Interest Rate Cap in accordance
with Section 4.11(a), plus any such amounts accrued and unpaid for
prior Interest Accrual Periods.
(ix) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (viii), an amount equal to the
Collateral Default Amount for the preceding Monthly Period, which
amount shall be applied, subject to Section 4.12, in accordance with
Section 4.8 as Available Investor Principal Collections.
(x) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (ix), an amount equal to the aggregate
amount by which the Collateral Interest has been reduced below the
Required Collateral Interest for reasons other
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than the payment of principal to the Collateral Interest Holder (but
not in excess of the aggregate amount of such reductions which have
not been previously reimbursed), which amount shall be applied,
subject to Section 4.12, in accordance with Section 4.8 as Available
Investor Principal Collections.
(xi) On each Transfer Date from and after the Reserve Account
Funding Date to but excluding the date on which the Reserve Account
shall terminate pursuant to subsection 4.9(f), the Servicer or the
Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Finance Charge Account, to the extent funds
are available from Excess Spread after giving effect to the
withdrawals pursuant to subsections 4.6(d)(i) through (x), and shall
deposit in the Reserve Account, an amount equal to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve
Account Amount (without giving effect to any deposit made on such date
hereunder).
(xii) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (xi), an amount equal to the aggregate
amount of any additional amounts due and payable under the Loan
Agreement, which amount shall be applied and distributed in accordance
with and to the extent specified in the Loan Agreement.
(xiii) On each Transfer Date, the Servicer or the Trustee,
acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account, to the extent funds are
available from Excess Spread after giving effect to the withdrawals
pursuant to subsections 4.6(d)(i) through (xii), and shall deposit in
the Distribution Account for distribution to the Class A
Certificateholders on the next succeeding Distribution Date pursuant
to Section 4.7, an amount equal to the amount of any Class A Excess
Interest which accrued during the related Interest Accrual Period.
(xiv) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are
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available from Excess Spread after giving effect to the withdrawals
pursuant to subsections 4.6(d)(i) through (xiii), and shall deposit in
the Distribution Account for distribution to the Class B
Certificateholders on the next succeeding Distribution Date pursuant
to Section 4.7, an amount equal to the amount of any Class B Excess
Interest which accrued during the related Interest Accrual Period.
(xv) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (xiv), and shall make such amounts
available to be applied as Shared Finance Charge Collections to pay to
Certificateholders of other Series to the extent of shortfalls, if
any, in amounts payable to such Certificateholders from Finance Charge
Collections allocated to such other Series in accordance with the
related Supplements.
(xvi) On each Transfer Date, the Servicer or the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from
Excess Spread after giving effect to the withdrawals pursuant to
subsections 4.6(d)(i) through (xv), the amounts of any accrued and
unpaid expenses of the Trust specified in writing by the Trustee to
the Servicer, and shall make such amounts available to the Trustee to
pay such accrued and unpaid expenses of the Trust, if any, not
otherwise paid pursuant to this Section 4.6.
(xvii) On each Transfer Date, the Servicer or the Trustee,
acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account the remaining Excess Spread
after giving effect to the withdrawals pursuant to subsections
4.6(d)(i) through (xvi), and shall pay such amount to the holder of
the Exchangeable Seller Certificate.
(e) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) Class A Monthly Cap Rate
Interest for such Distribution Date, (ii) any Class A Monthly Cap Rate
Interest previously due but not paid to the Class A Certificateholders on a
prior Distribution Date, (iii) the Class A Covered Amount for such
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Distribution Date and Class A Covered Amounts previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iv) the
Class A Monthly Servicing Fee for the related Distribution Date and any
accrued and unpaid Class A Monthly Servicing Fees from prior Monthly
Periods, (v) the Class A Investor Default Amount, if any, for the related
Monthly Period and (vi) the unreimbursed Class A Investor Charge-Offs,
exceeds the Class A Available Funds deposited in the Finance Charge Account
for the related Monthly Period. In the event that the Class A Required
Amount for such Distribution Date is greater than zero, the Servicer shall
give written notice to the Trustee of such positive Class A Required Amount
on the related Determination Date and all or a portion of the Excess Spread
with respect to the related Monthly Period in an amount up to the Class A
Required Amount for such Distribution Date shall be distributed from the
Finance Charge Account on the related Transfer Date pursuant to subsection
4.6(d)(i). In the event that the Class A Required Amount for such
Distribution Date exceeds the amount of Excess Spread with respect to the
related Monthly Period, then the Trustee shall, in accordance with the
related Supplements, withdraw on such Transfer Date from the finance charge
accounts for other Series the amounts of Shared Finance Charge Collections
with respect to the related Monthly Period, if any, allocable to the Series
1999-1 Investor Certificates from other Series, in an amount up to the
remaining Class A Required Amount, and such amount shall be deposited into
the Distribution Account on such Transfer Date for distribution on the
related Distribution Date in accordance with the priorities set forth in
subsections 4.6(a)(i) through (iv). In the event that the Class A Required
Amount for such Distribution Date exceeds the amount of Excess Spread and
Shared Finance Charge Collections allocable to the Class A Certificates,
all or a portion of the Reallocated Principal Collections with respect to
such Monthly Period in an amount up to such excess shall be distributed on
such Transfer Date pursuant to subsection 4.12(a).
(f) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, by which the sum of (i) Class B Monthly Cap Rate
Interest for such Distribution Date, (ii) any Class B Monthly Cap Rate
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date, (iii) the Class B Monthly Servicing Fee for the
related Distribution Date and any accrued and unpaid Class B Monthly
Servicing Fees from prior Monthly Periods, (iv) the Class B Investor
Default Amount, if any, for the related Monthly Period, and (v) the
unreimbursed Class B Investor Charge-Offs, exceeds the Class B
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Available Funds deposited in the Finance Charge Account for the related
Monthly Period. In the event that the Class B Required Amount for the
related Transfer Date is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Class B Required Amount on the
related Determination Date and all or a portion of Excess Spread (other
than Excess Spread applied to fund the Class A Required Amount with respect
to such Distribution Date) with respect to the related Monthly Period shall
be distributed from the Finance Charge Account on such Distribution Date
pursuant to subsection 4.6(d)(ii). In the event that the Class B Required
Amount for such Distribution Date exceeds the amount of Excess Spread with
respect to such Monthly Period remaining after application thereof to fund
the Class A Required Amount, then the Trustee shall, in accordance with the
related Supplements, withdraw on such Transfer Date from the finance charge
accounts for other Series the amounts of Shared Finance Charge Collections
with respect to the related Monthly Period, if any, allocable to the Series
1999-1 Investor Certificates from other Series, after the application
thereof pursuant to subsection 4.6(e), in an amount up to the remaining
Class B Required Amount, and such amount shall be deposited to the
Distribution Account on such Transfer Date on the related Distribution Date
in accordance with the priorities set forth in subsections 4.6(b)(i)
through (iv). In the event that the Class B Required Amount for such
Distribution Date exceeds the amount of Excess Spread and Shared Finance
Charge Collections allocable to the Class B Certificates on such Transfer
Date, all or a portion of the Reallocated Collateral Principal Collections
with respect to such Monthly Period, if any, remaining after the
application thereof pursuant to Section 4.6(e), in an amount up to such
excess, shall be distributed on such Transfer Date pursuant to Section
4.12(b).
(g) On each Transfer Date, in the event that the amounts due on such
Transfer Date pursuant to subsections 4.6(c)(i) and 4.6(d)(v) through (xii)
exceed in whole or in part the Excess Spread allocable thereto on to such
Transfer Date, then the Trustee shall, in accordance with the related
Supplements, withdraw on such Transfer Date from the finance charge
accounts for other Series the amounts of Shared Finance Charge Collections
with respect to the related Monthly Period, if any, allocable to the Series
1999-1 Investor Certificates from other Series, after the application
thereof pursuant to subsections 4.6(e) and (f), in an amount up to such
excess or such lesser amount as may be available after the application
thereof pursuant to subsections 4.6(e) and (f), and such amount shall be
distributed to the Servicer on such Transfer Date in accordance
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with Section 4.6(c)(i) and then applied in accordance with the priorities
set forth in subsections 4.6(d)(v) through (xii).
SECTION 4.7 Payment of Investor Certificate Interest. On each
----------------------------------------
Distribution Date, the Paying Agent shall pay in accordance with Section 5.1,
(a) to the Class A Certificateholders from the Distribution Account the amount
deposited into the Distribution Account and allocated to the Class A
Certificates pursuant to subsections 4.6(a)(i), 4.6(d)(i), (iii), (vii) and
(xiii), 4.6(e), 4.11(a) and 4.12(a) on the related Transfer Date and (b) to the
Class B Certificateholders from the Distribution Account the amount deposited
into the Distribution Account and allocated to the Class B Certificates pursuant
to subsections 4.6(b)(i), 4.6(d)(ii), (iv), (viii) and (xiv), 4.6(f), 4.11(a)
and 4.12(b) on the related Transfer Date.
SECTION 4.8 Payment of Investor Certificate Principal.
-----------------------------------------
(a) On each Determination Date, the Servicer shall instruct the
Trustee to withdraw, and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date or the related
Distribution Date, as applicable, to the extent of available funds, the
amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account and the Distribution
Account as follows:
(i) on each Transfer Date with respect to the Revolving Period,
an amount equal to the Available Investor Principal Collections for
the related Monthly Period shall be distributed on each Transfer Date,
to the extent available, in the following priority:
(A) an amount equal to the Collateral Monthly Principal with
respect to such Transfer Date shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement; and
(B) the remaining Available Investor Principal Collections, if
any, shall constitute Shared Principal Collections to be deposited and
applied in the manner specified in subsection 4.2(e) of the Agreement.
(ii) on each Transfer Date with respect to the Controlled
Accumulation Period (beginning on the first Transfer Date following
the Monthly Period in which the Controlled
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Accumulation Period commences), to the extent available, in the
following priority:
(A) on each Transfer Date occurring prior to the Class A
Scheduled Payment Date, an amount equal to the Class A Monthly
Principal with respect to such Transfer Date shall be deposited
into the Principal Funding Account;
(B) on the Transfer Date immediately following the payment in
full of the Class A Investor Interest on the Class A Scheduled
Payment Date, an amount equal to the Class B Monthly Principal
with respect to such Transfer Date will be deposited in the
Distribution Account;
(C) on each Transfer Date after giving effect to the
distribution referred to in clauses (A) and (B), if a reduction
in the Required Collateral Interest has occurred on or prior to
such Transfer Date, an amount equal to the Collateral Monthly
Principal with respect to such Transfer Date will be paid to the
Collateral Interest Holder in accordance with the Loan Agreement;
and
(D) the remaining Available Investor Principal Collections, if
any, for the related Monthly Period shall constitute Shared
Principal Collections to be deposited and applied in the manner
specified in subsection 4.2(e) of the Agreement.
(iii) on each Transfer Date with respect to the Rapid
Amortization Period (beginning on the first Transfer Date following
the Monthly Period in which the Rapid Amortization Period commences),
to the extent available, in the following priority:
(A) an amount equal to the Class A Monthly Principal with
respect to such Transfer Date will be deposited in the
Distribution Account;
(B) upon payment of the Class A Investor Interest in full, an
amount equal to the Class B Monthly Principal with respect to
such Transfer Date will be deposited in the Distribution Account;
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(C) upon payment of the Class B Investor Interest in full, an
amount equal to the Collateral Monthly Principal with respect to such
Transfer Date will be paid to the Collateral Interest Holder in
accordance with the Loan Agreement; and
(D) the remaining Available Investor Principal Collections, if
any, for the related Monthly Period shall constitute Shared Principal
Collections to be deposited and applied in the manner specified in
subsection 4.2(e) of the Agreement;
provided, further, that on each Transfer Date in the Controlled
-------- -------
Accumulation Period, the Servicer shall withdraw, or instruct the Trustee
to withdraw, and on such Transfer Date the Trustee shall withdraw, from the
Excess Funding Account and deposit to the Principal Funding Account or
(following the Class A Scheduled Payment Date) the Distribution Account, as
applicable, an amount equal to the lesser of (x) the amount on deposit in
the Excess Funding Account (exclusive of investment earnings) and (y) the
amount by which the Controlled Deposit Amount on such Transfer Date exceeds
the Available Investor Principal Collections for the related Monthly
Period; provided, further, that on the first Transfer Date with respect to
-------- -------
the Rapid Amortization Period, the Servicer shall withdraw, or instruct the
Trustee to withdraw, and on such Transfer Date the Trustee shall withdraw,
from the Excess Funding Account and deposit to the Distribution Account,
any amount on deposit therein (exclusive of investment earnings).
(b)(i) On the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution Account
the amount on deposit in the Principal Funding Account.
(ii) On the Determination Date preceding the Transfer Date immediately
prior to the Series 1999-1 Termination Date, the Servicer shall determine
the amounts to be deposited pursuant to this sentence and on the final
Transfer Date: (x) the Servicer shall, or shall instruct the Trustee to,
and the Trustee shall, withdraw from the Principal Account and deposit into
the Distribution Account, an amount which is no greater than the Investor
Interest as of the immediately preceding Distribution Date,
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after giving effect to all payments, deposits and withdrawals made on such
date; and (y) the Servicer shall, or shall instruct the Trustee to, and the
Trustee shall, withdraw from the Principal Account and deposit into the
Collection Account, for allocation to other Series as Principal Collections
pursuant to Article IV, the amount, if any, remaining in the Principal
Account after giving effect to the withdrawals made pursuant to clause (x).
(c) On each Distribution Date occurring after a deposit is made to
the Distribution Account pursuant to subsection 4.8(a) or (b) of the
Agreement or Section 5 or 15 of the Series Supplement, the Paying Agent
shall pay, in accordance with Section 5.1 to the Series 1999-1 Investor
Certificateholders from the Distribution Account, the amount so deposited
into the Distribution Account.
(d) The Controlled Accumulation Period is scheduled to commence on the
Controlled Accumulation Date; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date on
or after the Determination Date preceding the Reserve Account Funding Date
is less than fourteen months, the Servicer, at its option, may elect to
modify the date on which the Controlled Accumulation Period actually
commences to the first day of the month that is a number of months prior to
the month in which the Class A Scheduled Payment Date occurs at least equal
to the Controlled Accumulation Period Length (so that, as a result of such
election, the number of Monthly Periods in the Controlled Accumulation
Period will at least equal the Controlled Accumulation Period Length) and
shall provide prompt written notice of such action to the Trustee; provided
that (i) the length of the Controlled Accumulation Period will not be less
than four months; (ii) such determination of the Controlled Accumulation
Period Length shall be made on each Determination Date prior to the
commencement of the Controlled Accumulation Period, and any election to
shorten the Controlled Accumulation Period shall be subject to the
subsequent lengthening of the Controlled Accumulation Period to the
Controlled Accumulation Period Length determined on any subsequent
Determination Date, but the Controlled Accumulation Period shall in no
event commence prior to the Controlled Accumulation Date, and (iii)
notwithstanding any other provision of this Series Supplement to the
contrary, no election to postpone the commencement of the Controlled
Accumulation Period shall be made after a Pay Out Event shall have occurred
and be continuing with respect to any other Series. The "Controlled
Accumulation Period Length" will mean a number of months such that the
amount available for distribution of principal on the Class A
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Certificates on the Class A Scheduled Payment Date is expected to equal or
exceed the Class A Investor Interest, assuming for this purpose that (1)
the payment rate with respect to Principal Collections remains constant at
the lowest level of such payment rate during the twelve preceding Monthly
Periods (or such lower payment rate as Servicer may select), (2) the total
amount of Principal Receivables in the Trust (and the principal amount on
deposit in the Excess Funding Account, if any) remains constant at the
level on such date of determination, (3) no Pay Out Event with respect to
any Series will subsequently occur during the Controlled Accumulation
Period and (4) no additional Series (other than any Series being issued on
such date of determination) will subsequently be issued during the
Controlled Accumulation Period. On each Determination Date on which the
Controlled Accumulation Period Length is modified pursuant to this Section
4.8(d), the Servicer shall also determine the related Controlled
Accumulation Amount, which shall be an amount not less than (x) the Class A
Investor Interest on such date, divided by (y) the Controlled Accumulation
------- --
Period Length determined on such date.
SECTION 4.9 Establishment of the Reserve Account.
------------------------------------
(a) Reserve Account. The Servicer, for the benefit of the Class A
---------------
Certificateholders, shall establish and maintain or cause to be established
and maintained with a Qualified Trust Institution (other than the Servicer)
in the name of the Trustee, on behalf of the Class A Certificateholders,
the "Reserve Account", which shall be a segregated trust account with the
corporate trust department of such Qualified Trust Institution, and held in
trust by such Qualified Trust Institution bearing a designation clearly
indicating that the funds deposited therein are held by the Trustee, on
behalf of the Class A Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Reserve Account and in all proceeds thereof. If, at any time, the
institution holding the Reserve Account ceases to be a Qualified Trust
Institution, the Servicer shall within 20 Business Days establish a new
Reserve Account meeting the conditions specified above with a Qualified
Trust Institution and shall transfer any cash and/or any investments that
are on deposit in the existing Reserve Account to such new Reserve Account.
From the date such new Reserve Account is established, it shall be the
"Reserve Account." The Trustee, acting in accordance with instructions
from the Servicer, shall (i) make withdrawals from the Reserve Account from
time to time in an amount up to the Available Reserve Account Amount at
such time, for the purposes set forth in this Series Supplement, and (ii)
on each Transfer Date (from and after the
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Reserve Account Funding Date) prior to the termination of the Reserve
Account pursuant to Section 4.9(f) make a deposit into the Reserve Account
in the amount specified in, and otherwise in accordance with, subsection
4.6(d)(xi).
(b) Administration of the Reserve Account. Funds on deposit in the
-------------------------------------
Reserve Account on any Transfer Date, after giving effect to any deposits
to or withdrawals from the Reserve Account on such Transfer Date, shall be
invested by the Trustee at the direction of the Servicer in Permitted
Investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date; and provided,
--------
further, that each Permitted Investment shall mature such that such
-------
Permitted Investment shall be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain, either on its own
behalf or through its nominee or custodian, on behalf of the Class A
Certificateholders, possession of any certificated negotiable instrument or
security (other than certificated securities held by a clearing
corporation) evidencing the Permitted Investments made pursuant to this
subsection 4.9(b) described in clause (a) of the definition of "Permitted
Investments" from the time of purchase thereof until the time of sale or
maturity. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds
on deposit in the Reserve Account shall be retained in the Reserve Account
to the extent that the Available Reserve Account Amount is less than the
Required Reserve Account Amount; and the balance, if any, shall be
deposited into the Finance Charge Account and included in Class A Available
Funds for such Transfer Date. For purposes of determining the availability
of funds or the balances in the Reserve Account for any reason under this
Agreement, except as otherwise provided in this paragraph, all investment
earnings on such funds shall be deemed not to be available or on deposit.
(c) Calculation of Reserve Draw Amount. On or before each Transfer
----------------------------------
Date with respect to the Controlled Accumulation Period prior to the
payment in full of the Class A Investor Interest and on or before the first
Transfer Date with respect to the Rapid Amortization Period, the Servicer
shall calculate the "Reserve Draw Amount" which shall be equal to the
Principal Funding Investment Shortfall with respect to such Transfer Date
less, in each case, the amount of funds deposited into the Finance Charge
Account on such Transfer Date pursuant to subsection 4.9(b).
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(d) Withdrawal of Reserve Draw Amount. If the Reserve Draw Amount
---------------------------------
for any Transfer Date is greater than zero, the Trustee, acting in
accordance with the instructions of the Servicer, shall withdraw from the
Reserve Account an amount equal to the lesser of (x) such Reserve Draw
Amount and (y) the Available Reserve Account Amount as of such Transfer
Date, and shall deposit such amount into the Finance Charge Account, and
such amount shall be included in Class A Available Funds for such Transfer
Date.
(e) Withdrawal of Reserve Account Surplus. If the Reserve Account
-------------------------------------
Surplus for any Transfer Date, after giving effect to all deposits to and
withdrawals from the Reserve Account with respect to such Transfer Date, is
greater than zero, the Trustee, acting in accordance with the instructions
of the Servicer, shall withdraw from the Reserve Account not later than
1:00 p.m. (New York City time) on such Transfer Date an amount equal to the
Reserve Account Surplus and pay such amount in accordance with the Loan
Agreement.
(f) Termination of the Reserve Account. Upon the earliest to occur
----------------------------------
of (i) the termination of the Trust pursuant to Article XII of the
Agreement, (ii) if the Controlled Accumulation Period has not commenced,
the first Transfer Date relating to the Rapid Amortization Period, and if
the Controlled Accumulation Period has commenced, the earlier to occur of
(I) the first Transfer Date with respect to the Rapid Amortization Period
and (II) the Transfer Date immediately preceding the Class A Scheduled
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 Reserve Account as provided in
this Series Supplement, shall withdraw from the Reserve Account and pay in
accordance with the Loan Agreement, all amounts, if any, on deposit in the
Reserve Account and the Reserve Account shall be deemed to have terminated
for purposes of this Series Supplement.
SECTION 4.10 Transferor's or Servicer's Failure to Make a Deposit or
-------------------------------------------------------
Payment.
- -------
(a) If the Servicer fails to make, or to give instructions to make,
any payment or deposit (other than as required by subsection 2.4(d) (except
as provided in the immediately following paragraph), 2.4(e), 2.4(f), 3.3,
9.2, 10.2, or 12.2(a) of the Agreement, or Sections 4 or 15 of this Series
Supplement (collectively, "Excluded Payments")) relating to
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the Series 1999-1 Investor Certificates required to be made or given by the
Servicer on the related Transfer Date at the time specified in the
Agreement (including applicable grace periods), the Trustee shall make such
payment or deposit from the applicable Investor Account without instruction
from the Servicer. The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that it has sufficient
information to allow the Trustee to determine the amount thereof; provided,
--------
however, that the Trustee shall in all cases be deemed to have sufficient
-------
information to determine the amount of interest (i) required to be paid or
provided for under subsections 4.6(a)(i), (b)(i) and (d)(vi) on each
Transfer Date, and (ii) payable to the Series 1999-1 Investor
Certificateholders on each Distribution Date. The Servicer shall, upon
request of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such a payment or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee in
the manner in which such payment or deposit should have been made by the
Transferor or the Servicer, as the case may be.
SECTION 4.11 Interest Rate Caps.
------------------
(a) The Trustee hereby acknowledges that the Class A Interest Rate
Cap has been obtained for the benefit of the Class A Certificateholders and
the Class B Interest Rate Cap for the benefit of the Class B
Certificateholders. Each of the Interest Rate Caps provides that (i) the
Trust shall not be required to make any payments thereunder and (ii) the
Trust shall be entitled to receive a payment (determined in accordance with
the respective Interest Rate Cap) from the Interest Rate Cap Provider on or
prior to each Transfer Date if LIBOR plus 0.29% for the related Interest
Accrual Period exceeds the Class A Cap Rate or LIBOR plus 0.58% for the
related Interest Accrual Period exceeds the Class B Cap Rate. The Interest
Rate Cap Provider will make a payment on or prior to each Transfer Date to
the Trustee, on behalf of the Trust, in an amount equal to the product of
(i) the amount by which, in the case of the Class A Interest Rate Cap,
LIBOR plus 0.29% exceeds the Class A Cap Rate or, in the case of the Class
B Interest Rate Cap, LIBOR plus 0.58% exceeds the Class B Cap Rate, as
applicable, (ii) the Class A Notional Amount or the Class B Notional
Amount, as applicable, for the related Calculation Period, and (iii) the
actual number of days in such Calculation Period divided by 360. Payments
pursuant to the Class A Interest Rate Cap will be deposited in the
Distribution Account for payment to the Class A Certificateholders on the
following Distribution Date. Payments pursuant to the Class B Interest Rate
Cap will be deposited in the Distribution
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Account for payment to the Class B Certificateholders on the following
Distribution Date.
(b) In the event that the financial program or counterparty rating of
the Interest Rate Cap Provider is withdrawn or reduced below Aa3 by
Moody's, AA+ by Standard & Poor's, or, in the event that Fitch rates the
Interest Rate Cap Provider, AA- by Fitch or, with respect only to an
Interest Rate Cap Provider for a Replacement Interest Rate Cap, (i) the
long term unsecured debt or long term certificate of deposit rating of such
Interest Rate Cap Provider is withdrawn or reduced below Aa3 by Moody's or
AA- by Fitch or (ii) the short term unsecured debt or short term
certificate of deposit rating of the Interest Rate Cap Provider is
withdrawn or reduced below A-1+ by Standard & Poor's, then within 30 days
after such withdrawal or reduction (notice of which the Interest Rate Cap
Provider is required, under each Interest Rate Cap, to provide to the
Trustee, Moody's, Fitch, and Standard & Poor's promptly upon obtaining
knowledge thereof and notice of which the Trustee shall provide to the
Servicer within two Business Days after receipt thereof), the Interest Rate
Cap Provider, at its own expense, is required, under each Interest Rate
Cap, either to (x) obtain a Replacement Interest Rate Cap for each such
Interest Rate Cap to which it is then currently a party or (y) enter into
or establish, with respect to each such Interest Rate Cap, any other
arrangement satisfactory to Moody's, Fitch, and Standard & Poor's,
including, but not limited to, collateral, guarantees or letters of credit,
which arrangement will result in Moody's, Fitch and Standard & Poor's not
reducing or withdrawing the ratings of the Class A Certificates or the
Class B Certificates in effect immediately prior to the ratings downgrade
of the Interest Rate Cap Provider as evidenced by written confirmations of
such ratings (a "Qualified Substitute Arrangement"). Upon receipt of
notice of any such reduction or withdrawal, the Trustee, at the direction
of the Servicer, shall, unless such a Replacement Interest Rate Cap
Provider or Qualified Substitute Arrangement has theretofore been
established or obtained, use its best efforts to establish or obtain or
cause the Interest Rate Cap Provider to establish or obtain, with respect
to each such Interest Rate Cap, a Replacement Interest Rate Cap or
Qualified Substitute Arrangement; provided, however, that in the event at
-------- -------
any time any Qualified Substitute Arrangement established pursuant to this
Section 4.11 or pursuant to the applicable Interest Rate Cap shall cease to
be satisfactory to the Rating Agency or shall terminate prior to the Class
A Scheduled Payment Date (in the case of a Qualified Substitute Arrangement
with respect to the Class A Interest Rate Cap) or the Class B Scheduled
Payment Date (in the case of a Qualified Substitute
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Arrangement with respect to the Class B Interest Rate Cap), then the
provisions of this Section 4.11(b) shall again be applied and in connection
therewith the 30-day period referred to above shall commence on the date
the Servicer receives notice of such cessation or termination, as the case
may be. Subject to Section 4.11(c) below, the Trustee shall, with respect
to any Interest Rate Cap for which a Replacement Interest Rate Cap or
Qualified Substitute Arrangement has been or (with respect to clauses (A),
(C) and (D) below) will be obtained, (A) timely provide any written notice
required thereby to the Interest Rate Cap Provider of its intention to
terminate the Interest Rate Cap within such 30-day period, (B) terminate
such Interest Rate Cap within such 30-day period, (C) request the payment
to it of all amounts due to the Trust under such Interest Rate Cap through
the termination date and (D) deposit any such amounts so received, on the
day of receipt, to the Collection Account for application as Finance Charge
Receivables for the benefit of the applicable Class of Certificateholders.
(c) The Trustee shall not at any time terminate any Interest Rate Cap
(including any Replacement Interest Rate Cap or Qualified Substitute
Arrangement with respect thereto) unless, prior to or simultaneously with
the termination thereof, the Interest Rate Cap Provider, the Trustee or the
Servicer has obtained or shall concurrently obtain (i) a Replacement
Interest Rate Cap or Qualified Substitute Arrangement with respect thereto,
(ii) to the extent applicable, an Opinion of Counsel as to the due
authorization, execution, delivery, validity and enforceability of such
Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the
case may be, and (iii) a letter from each of Moody's, Fitch, and Standard &
Poor's confirming that the termination of such Interest Rate Cap and its
replacement with such Replacement Interest Rate Cap or Qualified Substitute
Arrangement will not result in a reduction or withdrawal of its rating of
the Class A Certificates or the Class B Certificates. Notwithstanding
anything to the contrary in Section 4.11(b) above, the Trustee shall not at
any time terminate any such Interest Rate Cap (or such Replacement Interest
Rate Cap or Qualified Substitute Arrangement with respect thereto) that
comprises all or a portion of any Qualified Substitute Arrangement
established pursuant to subsection 4.11(b) unless the latter Qualified
Substitute Arrangement has been or is required to be terminated pursuant to
this Section 4.11.
(d) The Servicer shall notify the Trustee, the Rating Agency and the
Collateral Interest Holder within five Business Days after obtaining
knowledge that the long term unsecured debt or the long term certificate of
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deposit rating of the Interest Rate Cap Provider has been withdrawn or
reduced by Moody's, Fitch or Standard & Poor's.
(e) Notwithstanding the foregoing, the Servicer may at any time
obtain a Replacement Interest Rate Cap, provided that the Servicer delivers
to the Trustee (i) an Opinion of Counsel as to the due authorization,
execution and delivery and validity and enforceability of such Replacement
Interest Rate Cap and (ii) a letter from each of Moody's, Fitch and
Standard & Poor's confirming that the termination of the then current
Interest Rate Cap and its replacement with such Replacement Interest Rate
Cap will not adversely affect its then current rating of the Class A
Certificates or the Class B Certificates.
(f) The Trustee hereby appoints the Interest Rate Cap Provider to
perform the duties of the calculation agent under the Interest Rate Cap,
subject to the terms of the Interest Rate Cap and to any subsequent
replacement of the Interest Rate Cap pursuant to this Section 4.11, and the
Interest Rate Cap Provider accepts such appointment. The Trustee shall, at
the direction of the Servicer, request, if Goldman Mitsui is the Interest
Rate Cap Provider, a copy of the annual audited balance sheet of the
Interest Cap Provider, prepared in accordance with accounting principles
that are generally accepted in its place of domicile and a copy of the
annual report of the Group and, if a Replacement Interest Rate Cap is
obtained, a copy of the audited annual consolidated financial statements or
the annual audited balance sheet, as applicable, of the Interest Rate Cap
Provider prepared in accordance with accounting principles that are
generally accepted in its place of domicile.
(g) The Trustee, on behalf of the Certificateholders, shall have the
right to, and upon notification from the Servicer shall, sell all or a
portion of the Interest Rate Caps subject to the following conditions
having been met:
(i) The Notional Amount of the unsold portion of each Interest
Rate Cap remaining as an asset of the Trust shall at least equal the
Class A Adjusted Investor Interest, in the case of the Class A
Interest Rate Cap, and the Class B Investor Interest, in the case of
the Class B Interest Rate Cap, outstanding as of the date of such
sale; and
(ii) The Trustee shall have received written confirmation from
each Rating Agency that such sale will not result in a
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reduction or withdrawal of its then current rating on any class of
rated Certificates by such Rating Agency.
(h) The Servicer shall have the duty of (i) obtaining a fair market
value price for the sale of the Trust's rights under any portion of an
Interest Rate Cap sold pursuant to the subsection 4.11(g), (ii) notifying
the Trustee of prospective purchasers and bids, (iii) selecting the
purchaser of such portion of the Interest Rate Cap, and
(iv) instructing the selected purchaser (and/or the Trustee) to deposit the
purchase price therefor into the Collection Account. The Trustee, upon
receipt of the purchase price into the Collection Account, shall execute
all documentation, prepared by the Servicer, necessary to effect the
transfer of the Trust's rights under such portion of the Interest Rate Cap
and to release the lien of the Trustee thereon and proceeds thereof.
Funds deposited in the Collection Account in respect of the sale of
all or a portion of a Class A Interest Rate Cap or a Class B Interest Rate
Cap shall be applied on the next Transfer Date as, respectively, Class A
Available Funds or Class B Available Funds in accordance with subsections
4.6(a) and (b).
(i) The Interest Rate Cap Provider may, at its sole cost and expense,
transfer all of its rights, obligations and interests under the Class A
Interest Rate Cap or Class B Interest Rate Cap, to any Affiliate of the
Interest Rate Cap Provider or any Affiliate of the Group, provided that:
--------
(i) such transferee (or if such transferee's obligations are guaranteed by
a Credit Support Provider, such Credit Support Provider) must have either
(A) a financial program or counterparty rating of at least AA+ by Standard
& Poor's, at least Aa3 by Moody's and, if rated by Fitch, AA-, or (B) a
long term unsecured debt or long term certificate of deposit rating of at
least Aa3 by Moody's and, if rated by Fitch, at least AA- by Fitch and a
short term unsecured debt or short term certificate of deposit rating of A-
1+ by Standard & Poor's; (ii) the Interest Rate Cap Provider shall have
obtained the prior written confirmation of each Rating Agency that such
transfer will not result in the reduction or withdrawal of such Rating
Agency's rating of the Series 1999-1 Certificates in effect immediately
prior to such transfer; (iii) neither the Interest Rate Cap Provider nor
the Trustee is required to pay to the other party an additional amount
under Section 2(d)(i)(4) of the applicable Interest Rate Cap or to receive
a payment from which an amount is required to be deducted or withheld for
or on account of a Tax and no additional amount is required to be paid in
respect of such Tax under Section 2(d)(i)(4) of the applicable Interest
Rate
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Cap; (iv) such transfer will not result in a Potential Event of Default,
Event of Default or Termination Event; (v) the Interest Rate Cap Provider
pays all costs and expenses incurred by People's Bank, the Trust and the
Trustee in connection with any proposed transfer by the Interest Rate Cap
Provider and with the review, negotiation and execution and delivery of any
documentation relating to such transfer and any modifications to the
applicable Interest Rate Cap as a result of such transfer; and (vi) all
documentation in connection with such transfer (including any guaranty) is
acceptable to the Trustee.
SECTION 4.12 Reallocated Principal Collections. On each Transfer Date,
---------------------------------
the Servicer shall apply, or shall cause the Trustee to apply, the Reallocated
Principal Collections (applying all Reallocated Collateral Principal Collections
in accordance with subsections 4.12(a) and (b) prior to applying any Reallocated
Class B Principal Collections in accordance with subsection 4.12(a) for any
amounts still owing after the application of Reallocated Collateral Principal
Collections) with respect to such Transfer Date, to make the following
distributions on each Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Shared Finance Charge Collections from other
Series with respect to the related Monthly Period, shall be applied
pursuant to subsections 4.6(a)(i) through (iv); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Shared Finance Charge Collections from other
Series allocated and available to the Class B Certificates pursuant to
subsection 4.6(d)(ii) and 4.6(f) on such Transfer Date shall be applied
pursuant to subsections 4.6(b)(i) through (iv).
On each Transfer Date, the Collateral Interest shall be reduced by the
amount of Reallocated Collateral Principal Collections and by the amount of
Reallocated Class B Principal Collections applied pursuant to subsections
4.12(a) and/or (b) on such Transfer Date. If such reduction would cause the
Collateral Interest (after giving effect to any Collateral Interest Charge-Offs
for such Transfer Date) to be a negative number, the Collateral Interest (after
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giving effect to any Collateral Interest Charge-Offs for such Transfer Date)
shall be reduced to zero and the Class B Investor Interest shall be reduced by
the amount by which the Collateral Interest would have been reduced below zero.
If the reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for
such Transfer Date) to be a negative number on any Transfer Date, Reallocated
Principal Collections shall be reallocated on such Transfer Date in an aggregate
amount not to exceed the amount which would cause the Class B Investor Interest
(after giving effect to any Class B Investor Charge-Offs for such Transfer Date)
to be reduced to zero.
SECTION 4.13 Determination of LIBOR. "LIBOR" shall mean, for a specific
----------------------
Interest Accrual Period (other than the initial Interest Accrual Period), the
rate for deposits in United States dollars for one month (commencing on the
first day of the relevant Interest Accrual Period) which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on the LIBOR Determination Date for
such Interest Accrual Period. If such rate does not appear on Telerate Page
3750, the rate for such Interest Accrual Period will be determined on the basis
of the rates at which deposits in the United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market for a period
equal to one month (commencing on the first day of Interest Accrual Period).
The Trustee will request the principal London office of each such bank to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for such Interest Accrual Period will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for such Interest Accrual Period will be the arithmetic mean of the rates quoted
by four major banks in New York City, selected by the Trustee, at approximately
11:00 a.m., New York City time, on the first day of such Interest Accrual Period
for loans in United States dollars to leading European banks for a period equal
to one month (commencing on the first day of such Interest Accrual Period).
SECTION 4.14 Discount Option.
---------------
(a) The Transferor may at its option (the "Discount Option"), at any
time, upon not less than 20 Business Days prior written notice to the
Servicer, the Trustee, the Interest Rate Cap Provider, the Collateral
Interest Holder, and each Rating Agency, designate a percentage, which may
be a fixed percentage or a variable percentage based on a formula (the
"Discounted Percentage"), of the amount of Principal Receivables in
Accounts designated in such notice to be treated on and after such
designation, or for the period specified in such notice, as Finance Charge
Receivables (it being understood and agreed that an increase in the
Discount Percentage shall constitute a new exercise of the Discount
Option); provided, however, that no such designation shall become effective
-------- -------
on the date specified in such written notice unless the following
conditions have been satisfied:
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(i) on or before the date specified in the written notice, the
Transferor shall have received written confirmation from each Rating
Agency which is then rating an outstanding Series of Certificates that
such designation will not result in a withdrawal or reduction of its
rating of such Series of Certificates;
(ii) such exercise of the Discount Option shall not, in the
reasonable belief of the Transferor, cause a Pay Out Event to occur or
cause an event which with notice or the lapse of time or both would
constitute a Pay Out Event;
(iii) the Transferor shall have delivered to the Trustee an
Officer's Certificate confirming the items set forth in clauses (i)
and (ii) above. The Trustee may conclusively rely on such Officer's
Certificate, shall have no duty to make inquiries with regard to the
matters set forth therein and shall incur no liability in so relying.
On and after the date of satisfaction of each of the above conditions,
in processing Collections of the Principal Receivables of the Accounts
designated pursuant to such notice, the Servicer shall deem the product of
the Discount Percentage and Collections of such Principal Receivables as
Finance Charge Collections.
(b) The Transferor may at its option, at any time, upon not less than
20 Business Days prior written notice to the Servicer, the Trustee, the
Collateral Interest Holder, and each Rating Agency, suspend or terminate
the Discount Option or reduce the Discount Percentage to a percentage
specified in such notice; provided, however, that such notice shall specify
-------- -------
the period of time for which the Discount Option shall be suspended, the
effective date of the termination of the Discount Option or the percentage
to which the Discount Option shall be reduced, as the case may be.
(c) Each Certificateholder by its acceptance of a beneficial interest
in a Certificate and the Collateral Interest Holder by its acceptance of
the Collateral Interest shall be deemed to have consented to the exercise
by the Transferor of the Discount Option at such time as the Transferor
determines to exercise such options.
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
[THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1999-1]
SECTION 5.1 Distributions.
-------------
(a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.4(b)) to each Class A Certificateholder of record
on the immediately preceding Record Date (other than as provided in
subsection 2.4(e) or Section 12.3 respecting a final distribution) such
Class A Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class A Certificates held by such Class
A Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class A Certificateholders pursuant to Sections 4.7 and
4.8 hereof by check mailed to each Class A Certificateholder except that,
with respect to Class A Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately
available funds.
(b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to subsection 3.4(b)) to each Class B Certificateholder of record
on the immediately preceding Record Date (other than as provided in
subsection 2.4(e) or Section 12.3 respecting a final distribution) such
Class B Certificateholder's pro rata share (based on the aggregate
--- ----
Undivided Interests represented by Class B Certificates held by such Class
B Certificateholder) of amounts on deposit in the Distribution Account as
are payable to the Class B Certificateholders pursuant to Sections 4.7 and
4.8 hereof by check mailed to each Class B Certificateholder except that,
with respect to Class B Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately
available funds.
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SECTION 5.2 Monthly Certificateholders' Statement.
-------------------------------------
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 1999-1 Investor Certificateholder of record on the
immediately preceding Record Date and the Rating Agencies a statement
substantially in the form of Exhibit 2 to the Series Supplement relating to
Series 1999-1 and the Collateral Interest prepared by the Servicer setting
forth among other things the following information (which, in the case of
subclauses (i), (ii) and (iii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000 per Certificate):
(i) the total amount distributed to the Class A
Certificateholders and the Class B Certificateholders, respectively,
on such Distribution Date, and to the Collateral Interest Holder on
the preceding Transfer Date;
(ii) the amount of such distribution, if any, allocable to
principal with respect to the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(ii) the amount of such distribution allocable to Class A Monthly
Interest, Class B Monthly Interest, and Collateral Monthly Interest,
respectively;
(iv) the amount of Principal Collections processed during the
preceding Monthly Period, as appropriate, and allocated in respect of
the Class A Certificates, the Class B Certificates and the Collateral
Interest, respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor
Interest, the Class A Adjusted Investor Interest, the Class B Investor
Interest, the Collateral Interest, the Class B Fixed Allocation, the
Collateral Fixed Allocation, the Floating Investor Percentage, the
Class A Floating Allocation, the Class B Floating Allocation, the
Collateral Floating Allocation and the Fixed Investor Percentage, in
each case as of the close of business on the last day of the preceding
Monthly Period;
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(vi) the aggregate outstanding balance of Accounts which are up
to 30, 31-60 and 61 or more days delinquent in accordance with the
Servicer's then existing Account Guidelines by class of delinquency as
of the close of business on the last day of the preceding Monthly
Period;
(vi) the Class A Investor Default Amount, the Class B Investor
Default Amount and the Collateral Default Amount for the preceding
Monthly Period;
(vi) the aggregate amount of Class A Investor Charge-Offs, Class
B Investor Charge-Offs and Collateral Interest Charge-Offs for the
preceding Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs reimbursed to
the Class A Certificateholders, the Class B Certificateholders and the
Collateral Interest Holder on the Transfer Date immediately preceding
such Distribution Date;
(x) the amount of the Class A Monthly Servicing Fee, the Class
B Monthly Servicing Fee and the Collateral Interest Monthly Servicing
Fee for the preceding Monthly Period;
(xi) the Principal Funding Account Balance as of the related
Transfer Date;
(xii) the Accumulation Shortfall with respect to the related
Transfer Date;
(xiii) the amount of the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer Date;
(xiv) the Class A Principal Funding Investment Shortfall on the
related Transfer Date;
(xv) the amount of Class A Available Funds, Class B Available
Funds and Collateral Available Funds on deposit in the Finance Charge
Account on the related Transfer Date;
(xvi) the Pool Factor as of the end of the last day of the
preceding Monthly Period;
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(xvii) the aggregate amount of Finance Charge Collections during
the preceding Monthly Period (including amounts arising from the sale
of either Interest Rate Cap to be treated as Finance Charge
Collections), as appropriate, and allocated in respect of the Series
1999-1 Investor Certificates;
(xviii) the Class A Required Amount, the Class B Required Amount,
the amount of Reallocated Collateral Principal Collections and
Reallocated Class B Principal Collections, if any, to be applied with
respect to the Required Amounts, and the amount of any reductions in
the Collateral Interest and the Class B Investor Interest, if any, to
satisfy the Required Amounts, in each case with respect to the
preceding Monthly Period;
(xix) the Reserve Account Draw and the Available Reserve Account
Amount with respect to the related Transfer Date; and
(xx) the ratio of the Collateral Interest to the Investor
Interest as of the last day of the preceding Monthly Period.
The Monthly Certificateholders' Statement shall be substantially in
the form of Exhibit 2, with such changes as the Servicer may determine to
be necessary or desirable; provided, however, that no such change shall
-------- -------
serve to exclude information required by this subsection 5.2(a). The
Servicer shall, upon making such determination, deliver to the Trustee and
the Rating Agency an Officer's Certificate to which shall be annexed the
form of Exhibit 2, as so changed. Upon the delivery of such Officer's
Certificate to the Trustee, Exhibit 2, as so changed, shall for all
purposes of this Agreement constitute Exhibit 2. The Trustee may
conclusively rely upon such Officer's Certificate as to such change
conforming to the requirements of this Agreement.
(b) On or before January 31 of each calendar year, beginning with
calendar year 2000, the Servicer shall furnish to the Paying Agent, who
shall distribute to each Person who at any time during the preceding
calendar year was a Series 1999-1 Certificateholder, a statement prepared
by the Servicer containing the information required to be contained in the
regular monthly report to Series 1999-1 Investor Certificateholders, as set
forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a
Series 1999-1 Investor Certificateholder, together with such other
customary information (consistent with the treatment of the Certificate as
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debt) as the Trustee or the Servicer deems necessary or desirable to enable
the Series 1999-1 Investor Certificateholders to prepare their tax returns.
Such obligations of the Paying Agent 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.
SECTION 9.A Series 1999-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Accumulation
Period with respect to the Series 1999-1 Investor Certificates:
(a) failure on the part of the Transferor or the Holder of the
Exchangeable Seller Certificate (i) to make any payment or deposit required
by the terms of (A) the Agreement relating to the Series 1999-1 Investor
Certificates, or (B) this Series Supplement, in each case on or before the
date occurring five Business Days after the date such payment or deposit is
required to be made herein or (ii) duly to observe or perform in any
material respect any covenants or agreements of the Transferor set forth in
the Agreement, which failure has a material adverse effect on the Series
1999-1 Investor Certificateholders (which determination shall be made
without regard to whether any funds are available pursuant to the Interest
Rate Caps) and which continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of Series 1999-1 Investor
Certificates evidencing Undivided Interests aggregating not less than 50%
of each of the Class A Investor Interest, the Class B Investor Interest and
the Collateral Interest, and continues to affect materially and adversely
the interests of the Series 1999-1 Investor Certificateholders for such
period;
(b) any representation or warranty made by the Transferor in the
Agreement, including this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Transferor pursuant to Section 2.1, 2.6 or 3.4(c) of the Agreement, (i)
shall prove to have been incorrect in any material respect when made or
when delivered, which continues to be incorrect in any material respect for
a period of 60 days, after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the
Holders of the Series 1999-1 Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of each of the Class A Investor
Interest, the Class B Investor Interest and the Collateral Interest, and
(ii) as a result of which the interests of the Series 1999-1 Investor
Certificateholders are materially and adversely affected (which
determination shall be made without regard to whether any funds are
available pursuant to the Interest Rate Caps) and continue to be materially
and adversely affected for such period; provided, however, that a Series
-------- -------
1999-1
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Pay Out Event pursuant to this subsection 9A(b) shall not be deemed to
have occurred hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions hereof;
(c) with respect to any Determination Date, the Portfolio Adjusted
Yield is less than zero;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.6(e) of the
Agreement;
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1999-1 Investor Certificateholders (which
determination shall be made without regard to the subordination of the
Collateral Interest or whether funds are available pursuant to the
Enhancement or the Interest Rate Caps);
(f) failure to pay the Class A Certificates in full on the Class A
Scheduled Payment Date;
(g) failure to pay the Class B Certificates in full on the Class B
Scheduled Payment Date; or
(h) failure of the Interest Rate Cap Provider to make any payment
under the Class A Interest Rate Cap or the Class B Interest Rate Cap within
five days of the date on which such payment was due;
then, in the case of any event described in subparagraphs (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1999-1 Investor Certificates evidencing Undivided
Interests aggregating more than 50% of each of the Class A Investor Interest,
the Class B Investor Interest and the Collateral Interest by notice then given
in writing to the Transferor and the Servicer (and to the Trustee if given by
the Certificateholders and the Collateral Interest Holder) may declare that a
pay out event (a "Series 1999-1 Pay Out Event") has occurred as of the date of
such notice, and in the case of any event described in subparagraphs (c), (d),
(f), (g) or (h) a Series 1999-1 Pay Out Event shall occur without any notice or
other action on the part of the Trustee or the Series 1999-1 Investor
Certificateholders immediately upon the occurrence of such event.
Notwithstanding the foregoing, any failure of performance under Section
9A(a)(i) for a period of up to 60 calendar days with respect to an event
described in clause (i) below or up to 15 calendar days with respect to an event
described in clause (ii) below (in addition to the five Business Days provided
above) shall not constitute a Pay Out Event for purposes of this sentence until
the expiration of such period, if such failure could not be prevented by the
exercise of
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reasonable diligence by the Transferor and such failure was caused by (i) an act
of God or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes or (ii) computer malfunction,
communication malfunction or other electronic system malfunction; the preceding
clause shall not relieve the Transferor from using its best efforts to perform
its respective obligations in a timely manner in accordance with the terms of
this Agreement and any Supplement and the Transferor shall provide the Trustee,
each Rating Agency, the Collateral Interest Holder, and each of the
Certificateholders with an Officer's Certificate giving prompt notice of such
failure, together with a description of its efforts to so perform its
obligations. Notice of any such Pay Out Event shall be given by the Servicer to
the Rating Agency.
SECTION 10. Series 1999-1 Termination. All principal or interest with
-------------------------
respect to the Series 1999-1 Investor Certificates shall be due and payable no
later than the Scheduled Series 1999-1 Termination Date. In the event that the
Investor Interest is greater than zero on the Scheduled Series 1999-1
Termination Date, after giving effect to all transfers, withdrawals, deposits
and drawings to occur on such date and the payment of principal to be made on
the Certificates on such date, the Trustee will sell or cause to be sold, and
pay the proceeds to the Series 1999-1 Investor Certificateholders pro rata in
final payment of all principal of and accrued interest on the Series 1999-1
Investor Certificates, an amount of Principal Receivables and the related
Finance Charge Receivables (or interests therein) up to 110% of the Investor
Interest at the close of business on such date (but not more than an amount of
Receivables equal to the sum of (1) the product of (A) the Seller Percentage,
(B) the aggregate outstanding Principal Receivables and (C) a fraction the
numerator of which is the related Investor Percentage of Finance Charge
Collections and the denominator of which is the sum of all Investor Percentages
with respect to Finance Charge Collections of all Series outstanding and (2) the
Investor Interest of such Series). The Transferor or any of its Affiliates shall
be permitted to bid for such Receivables. In addition, the Transferor or any of
its Affiliates shall have the right to match any bid by a third person and be
granted the right to purchase the Receivables at such matched bid price. Any
proceeds of such sale in excess of such principal and interest paid shall be
paid to the Collateral Interest Holder to satisfy any amounts owing under the
Loan Agreement and thereafter paid to the Holder of the Exchangeable Seller
Certificate. Upon such Scheduled Series 1999-1 Termination Date, final payment
of all amounts allocable to the Certificates shall be made in the manner
provided in Section 12.3 of the Agreement.
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
-------------------------------------------------------
Agreement. As supplemented by this Series Supplement, the Agreement is in all
- ---------
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
SECTION 12. Ratification and Reaffirmation of Representations and
-----------------------------------------------------
Warranties. Except as otherwise provided in the Agreement, each of the
- ----------
Transferor, the Servicer and the Trustee hereby ratify and reaffirm its
representations and warranties contained in the Agreement as follows: (a)
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<PAGE>
with respect to the Transferor, the representations and warranties contained in
(i) Section 2.3 of the Agreement, (ii) Section 2.4(a) of the Agreement (with
respect to the Agreement as supplemented by this Series Supplement) and (iii)
Section 2.4(b) of the Agreement, (b) with respect to the Servicer, the
representations and warranties contained in Section 3.3 of the Agreement and (c)
with respect to the Trustee, the representations and warranties contained in
Section 11.15 of the Agreement, as though such representations and warranties
were made by such party as of the Closing Date.
SECTION 13. [RESERVED]
----------
SECTION 14. No Subordination. Notwithstanding the provisions contained
----------------
in Section 13.1 of the Agreement to the contrary, the Agreement may also be
amended from time to time by the Servicer, the Transferor and the Trustee with
the consent of the Series 1999-1 Investor Certificateholders evidencing
Undivided Interests aggregating not less than 100% of the Investor Interest for
the purpose of (i) adding any provisions to or changing in any manner or
eliminating any of the provisions of this Series Supplement or (ii) modifying in
any manner the rights of the Series 1999-1 Investor Certificateholders which
would, in either case, result in the subordination of the rights of the Series
1999-1 Investor Certificateholders to the rights of the Holders of any other
Series.
SECTION 15. Repurchase of the Series 1999-1 Certificates. In the event
--------------------------------------------
of a breach of any of the representations and warranties set forth in Section
12(a)(ii) hereof, either the Trustee or the Holders of Series 1999-1
Certificates evidencing Undivided Interests aggregating more than 50% of each of
the Class A Investor Interest and the Class B Investor Interest, by notice then
given in writing to the Transferor (and to the Trustee and the Servicer, if
given by the Series 1999-1 Certificateholders), may direct the Transferor to
purchase the Series 1999-1 Investor Certificates (as specified below) within 60
days of such notice, or within such longer period as may be specified in such
notice, which period shall not exceed 120 days, and the Transferor shall be
obligated to purchase on a Distribution Date specified by the Transferor (such
Distribution Date, the "Repurchase Date") occurring within such applicable
period on the terms and conditions set forth below; provided, however, that no
-------- -------
such purchase shall be required to be made if, at any time during such
applicable period, the representations and warranties contained in Section
12(a)(ii) hereof, shall then be true and correct in all material respects. The
Transferor shall deposit on the Transfer Date (in New York Clearing House, next
day funds) immediately preceding such Repurchase Date, an amount equal to the
reassignment deposit amount for such Series 1999-1 Investor Certificates in the
Distribution Account, for distribution to the Series 1999-1 Investor
Certificateholders pursuant to Article XII of the Agreement and Section 10
hereof. The reassignment deposit amount for such reassignment shall be equal to
the sum of (i) the Investor Interest at the end of the day on the last day of
the Monthly Period preceding the Repurchase Date, less the amount on deposit in
the Principal Account which will be transferred to the Distribution Account
pursuant to 4.8(b)(ii) on the related Transfer Date, (ii) an amount equal to all
interest accrued but unpaid on the Series 1999-1 Investor Certificates through
and including the last day of the Interest Accrual Period in which such Transfer
Date occurs, less the amount on deposit in the Finance Charge Account and, with
respect to
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<PAGE>
the Class A Certificates, Principal Funding Investment Proceeds and amounts
available to be withdrawn from the Reserve Account on the related Transfer Date,
which will be transferred to the Distribution Account to pay interest pursuant
to subsections 4.6(a) through (d), as applicable, on such Transfer Date and
(iii) any additional amounts owing to the Collateral Interest Holder pursuant to
the Loan Agreement. The deposit into the Distribution Account of the
reassignment deposit amount shall be considered a prepayment in full of the
Series 1999-1 Investor Certificates. The Series 1999-1 Termination Date shall be
deemed to have occurred on the Repurchase Date as long as such amount was
deposited in full into the Distribution Account on such Transfer Date. If the
Trustee or the Series 1999-1 Investor Certificateholders give notice directing
the Transferor to purchase the Series 1999-1 Investor Certificates as provided
above, the obligation of the Transferor to purchase the Series 1999-1 Investor
Certificates and to pay the reassignment deposit amount pursuant to this Section
15 shall constitute the sole remedy respecting a breach of the representations
and warranties referenced in Section 12(a)(ii) hereof available to the Series
1999-1 Investor Certificateholders or the Trustee on behalf of the Series 1999-1
Investor Certificateholders.
SECTION 16. Counterparts. This Series Supplement may be executed in any
------------
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 17. Additional Covenants of Transferor. People's Bank, in its
----------------------------------
capacity as Transferor, hereby covenants that following the occurrence of a
Series Pay Out Event described in Section 9A(c) hereof, except as otherwise
required by any Requirements of Law, it will not reduce the Periodic Finance
Charges assessed on any Receivable, or other fees on any Account, if the
Transferor reasonably believes that, as a result of such reduction, (i) the
weighted average of the Periodic Finance Charges on the last day of the Monthly
Period during which such reduction will be effective (weighted based on the
Transferor's reasonable belief as to the Principal Receivables which will be
outstanding on such last day) will be less than (ii) the sum of (1) 2.00% and
(2) the weighted average of the Certificates Rates of each Series that will be
outstanding on such last day (weighted based on the Transferor's reasonable
belief as to (x) the amount of the Investor Interest of each Series that will be
outstanding on such last day, (y) in the case of Series for which the
Certificate Rate is a floating rate, the Certificate Rate with respect to such
Monthly Period).
SECTION 18. Series 1999-1 Investor Exchange. Pursuant to subsection
-------------------------------
6.9(b) of the Agreement, the Series 1999-1 Investor Certificateholders may
tender their Series 1999-1 Investor Certificates, and the Holders of the
Exchangeable Seller Certificate may tender the Exchangeable Seller Certificate,
in exchange for (i) one or more newly issued Series of Series 1999-1 Investor
Certificates and (ii) a reissued Exchangeable Seller Certificate in accordance
with the terms and conditions contained in a notice of exchange delivered to the
Series 1999-1 Investor Certificateholders. Such notice of exchange will
specify, among other things: (a) the amount of Series 1999-1 Investor
Certificates that may be tendered, (b) the Certificate Rate with respect to the
new Series, (c) the term of the Series, (d) the method of computing the investor
percentage, (e) the manner of Enhancement, if any, with respect to the Series
and (f) the time and the manner in which
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<PAGE>
the tender and cancellation of the Series 1999-1 Investor Certificates and the
issuance of the new Series of Certificates will be effectuated. Upon
satisfaction of the conditions contained in subsections 6.9(b) and 6.9(c) of the
Agreement, and the receipt by the Trustee of the Exchange Notice and the related
Supplement, the Trustee shall cancel the existing Exchangeable Seller
Certificate and the applicable Series 1999-1 Investor Certificates, and shall
issue such Series of Series 1999-1 Investor Certificates and a new Exchangeable
Seller Certificate, each dated the Exchange Date.
SECTION 19. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 20. Notification to Luxembourg Stock Exchange. On or prior to
-----------------------------------------
each Distribution Date the Servicer shall, or shall cause the Trustee to, send
written notice to the Luxembourg Stock Exchange specifying (i) the Class A
Certificate Rate for the immediately following Distribution Date, (ii) the
amount of interest to be distributed in respect of the Class A Certificates for
the immediately following Distribution Date and (iii) the Class A Investor
Interest on the Distribution Date on or prior to which such report is being
furnished (after giving effect to all payments of principal to be made on such
Distribution Date). Promptly following each Distribution Date the Servicer
shall cause a notice to be published in a daily newspaper, which initially shall
be the Luxemburger Wort, specifying the information described in clauses (i) and
----------------
(ii) of the preceding sentence.
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<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
PEOPLE'S BANK,
Transferor and Servicer
By: /s/ Michael J. Ciborowski
--------------------------
Name: Michael J. Ciborowski
Title: Vice President
BANKERS TRUST COMPANY, not in
its individual capacity but
solely as Trustee
By: /s/ Peter Becker
------------------
Name: Peter Becker
Title: Assistant Vice President
<PAGE>
EXHIBIT 1-A
-----------
FORM OF CLASS A INVESTOR CERTIFICATE
$____________
No. 1 CUSIP No. ___________
PEOPLE'S BANK CREDIT CARD MASTER TRUST FLOATING RATE
CLASS A ASSET BACKED CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA/1/ and MasterCard/1/ credit card
receivables generated or to be generated by People's Bank.
(Not an interest in or obligation of
People's Bank
or any Affiliate thereof.)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PEOPLE'S BANK
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS 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.
This certifies that CEDE & CO. (CEDE & CO. or any successors or assigns of
CEDE & CO. with respect to this certificate, the "Class A Investor
Certificateholders") is the registered owner of the undivided interest in
certain assets of a trust (the "Trust"), the corpus of which consists of a
portfolio of Receivables (the "Receivables") now existing or hereafter created
under selected VISA and MasterCard credit card accounts (the "Accounts") of
People's Bank, a Connecticut stock savings bank, all Receivables in Automatic
Additional Accounts and Additional Accounts added to the Trust from time to
time, all monies due or to become due in payment of the Receivables
- ----------------------------
/1/ VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
<PAGE>
(including all Finance Charge Receivables), and the other assets and interests
constituting the Trust pursuant to an Amended and Restated Pooling and Servicing
Agreement, dated as of March 18, 1997, as amended by an Amendment thereto, dated
as of September 24, 1997, and as supplemented by the Series 1999-1 Supplement
dated as of September 29, 1999 (collectively, the "Agreement"), by and between
People's Bank, as Transferor and Servicer, and Bankers Trust Company, as Trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth herein below.
The Transferor has structured the Agreement and the Investor Certificates
with the intention that the Investor Certificates will qualify under applicable
tax law as indebtedness, and the Transferor, the Holder of the Exchangeable
Seller Certificate, the Servicer and each Investor Certificateholder (or
Certificate Owner) by acceptance of its Certificate (or, in the case of a
Certificate Owner, by virtue of such Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat the Investor Certificates (or a
beneficial interest therein) consistently with, and to take no action
inconsistent with, the treatment of the Investor Certificates (or beneficial
interest therein) for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness. Each Certificateholder agrees that it will cause any Certificate
Owner acquiring an interest in a Certificate through it to comply with this
Agreement as to treatment as indebtedness under applicable tax law.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. Although a summary of certain
provisions of the Agreement is set forth below, this Class A Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee. To the extent not defined herein, capitalized terms used herein
have the meanings assigned in the Agreement.
THE AGREEMENT AND THE CERTIFICATES CREATED THEREUNDER 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.
This Certificate is one of the People's Bank Credit Card Master Trust
$338,000,000 Floating Rate Class A Asset Backed Certificates, Series 1999-1 (the
"Class A Certificates"), each of which represents an undivided interest in
certain assets of the Trust, including the right to receive Collections
allocable to the Class A Certificates and other amounts at the times and in the
amounts specified in the Agreement to be deposited in the Investor Accounts or
paid to the Investor Certificateholders. The aggregate interest represented
by the Class A Certificates at any time in the Principal Receivables in the
Trust will not exceed an amount equal to the Class A Investor Interest at such
time. The Class A Initial Investor Interest is $338,000,000 minus the
retirement of any
-2-
<PAGE>
Class A Certificates pursuant to an Investor Exchange. The Class A Investor
Interest on any date of determination will be an amount equal to (a) the Class A
Initial Investor Interest, minus (b) the aggregate amount of payments of
Certificate Principal paid to the Class A Certificateholders prior to such date
of determination, minus (c) the excess, if any, of the aggregate amount of Class
A Investor Charge-Offs over Class A Investor Charge-Offs reimbursed prior to
such date of determination; provided, however, that the Class A Investor
Interest may not be reduced below zero. In addition to the Class A Certificates,
a class of certificates entitled "People's Bank Credit Card Master Trust
$29,000,000 Floating Rate Class B Asset Backed Certificates, Series 1999-1" (the
"Class B Certificates") and an Undivided Interest in the Trust in the initial
amount of $33,000,000 (the "Collateral Interest," and together with the Class A
Certificates and the Class B Certificates, the "Certificates") will be issued,
and the Exchangeable Seller Certificate will be reissued to the Holder of the
Exchangeable Seller Certificate pursuant to the Agreement, and other Series of
certificates have been, and may from time to time be, issued by the Trust, which
represent or will represent an undivided interest in the Trust. The Exchangeable
Seller Certificate will represent the interest in the Principal Receivables not
represented by the Certificates or any other Series of certificates.
Interest on the Class A Certificates will be distributed on October 15,
1999 and on the fifteenth day of each calendar month thereafter, or if such
fifteenth day is not a Business Day, on the next succeeding Business Day (a
"Distribution Date"), to the Class A Certificateholders of record on the Record
Date preceding the related Distribution Date.
No principal will be payable to the Class A Certificateholders during the
Revolving Period, which begins on the date of issuance of this Class A
Certificate or during the Controlled Accumulation Period. During the
Controlled Accumulation Period, which is scheduled to begin July 1, 2001 but
which may be postponed as provided in the Agreement, an amount equal to the
Controlled Deposit Amount will be deposited into the Principal Funding Account
on each Transfer Date commencing with the Transfer Date following the Monthly
Period in which the Controlled Accumulation Period commences. The amount on
deposit in the Principal Funding Account will be distributed as principal to the
Class A Certificateholders on the September 2002 Distribution Date (the "Class A
Scheduled Payment Date"), unless paid earlier as the result of the occurrence of
a Pay Out Event and the commencement of the Rapid Amortization Period, or later
in accordance with the Agreement. During the Rapid Amortization Period, if any,
in addition to monthly payments of interest on the Class A Certificates,
principal will be distributed to the Class A Certificateholders on the
Distribution Date of each calendar month commencing in the month following the
month in which the Rapid Amortization Period commences.
The Servicer will deposit all Collections in the Collection Account as
promptly as possible after the Date of Processing of such Collections, but in no
event later than the second Business Day following such Date of Processing.
Notwithstanding anything in the Agreement to the contrary, for so long as,
and only so long as, the Transferor shall remain the Servicer hereunder and
(a)(i) the Servicer provides to the Trustee
-3-
<PAGE>
a letter of credit or other arrangement covering risk of collection of the
Servicer acceptable to the Rating Agency (as evidenced by letters from the
Rating Agency) and (ii) the Transferor shall not have received a notice from the
Rating Agency that such letter of credit or other arrangement would result in
the lowering or withdrawal of such Rating Agency's then-existing rating of any
Series of Investor Certificates or (b) under certain other circumstances
permitted under the Agreement, the Servicer need not deposit Collections into
the Collection Account, the Principal Account or the Finance Charge Account in
accordance with the immediately preceding sentence, or make payments to the
Holder of the Exchangeable Seller Certificate prior to the close of business on
the day any Collections are deposited in the Collection Account, but may make
such payments on the Transfer Date in the Monthly Period following the Monthly
Period in which such Collections are received in an amount equal to the net
amount of such deposits, payments and withdrawals which would have been made but
for the provisions of this paragraph.
On each Distribution Date, to the extent funds are available on the terms
specified in the Agreement from available Finance Charge Collections, from
payments made pursuant to the Class A Interest Rate Cap and from Excess Spread,
interest will be distributed to the Class A Certificateholders in an amount
equal to the sum of: (i) the product of (a) the Class A Certificate Rate, (b)
the lesser of the Class A Adjusted Investor Interest determined as of the
preceding Distribution Date, after giving effect to all payments, deposits and
withdrawals on such Distribution Date or Closing Date, as applicable, and the
Expected Class A Principal as of the preceding Distribution Date or Closing Date
(or, for the initial Interest Accrual Period, the Class A Initial Investor
Interest), and (c) the actual number of days in the related Interest Accrual
Period divided by 360, plus (ii) the Class A Covered Amounts for such Interest
Accrual Period, plus (iii) the product of (a) the Class A Excess Principal, (b)
the lesser of the Class A Certificate Rate and 10.29% per annum, and (c) the
actual number of days in the related Interest Accrual Period divided by 360,
plus (iv) to the extent permitted by applicable law, any interest accrued on the
Class A Certificates (including interest on any overdue Class A Monthly
Interest) during any prior Interest Accrual Period which has not been
distributed to the Class A Certificateholders, plus, (v) to the extent that
there is available Excess Spread, an amount equal to the product of (a) the
amount by which the Class A Certificate Rate exceeds 10.29%, (b) the Class A
Excess Principal and (c) the actual number of days in the related Interest
Accrual Period divided by 360.
On each Determination Date during the Revolving Period, the Controlled
Accumulation Period and the Rapid Amortization Period, if any, the Servicer will
determine the Class A Required Amount and the Class B Required Amount. If
either or both of the Required Amounts are greater than zero after application
of available Finance Charge Collections, Excess Spread and Shared Finance Charge
Collections, then Principal Collections allocable to the Collateral Interest
will be reallocated and applied first to fund the remaining Class A Required
Amount, if any, and second to fund the remaining Class B Required Amount, if
any, and to the extent that Reallocated Collateral Principal Collections are
less than such remaining Class A Required Amount, Principal Collections
allocable to the Class B Certificates will then be reallocated and applied to
fund the remaining Class A Required Amount. The Collateral Interest and (if the
Collateral Interest is reduced to zero)
-4-
<PAGE>
the Class B Investor Interest will be reduced by the amount of Reallocated
Collateral Principal Collections and Reallocated Class B Principal Collections
applied to fund the Required Amounts.
If, on any Distribution Date, Reallocated Collateral Principal Collections
are insufficient to fund the remaining Class A Required Amount for the related
Monthly Period, then the Collateral Interest (after giving effect to reduction
for any Collateral Interest Charge-Offs and Reallocated Principal Collections)
will be reduced by the amount of such deficiency (but not by more than the Class
A Investor Default Amount for such Monthly Period). In the event that such
reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest will be reduced to zero, and the Class B Investor Interest
(after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections in excess of the Collateral Interest
as of such Distribution Date) will be reduced by the amount by which the
Collateral Interest would have been reduced below zero. In the event that such
reduction would cause the Class B Investor Interest to be a negative number, the
Class B Investor Interest will be reduced to zero and the Class A Investor
Interest will be reduced by the amount by which the Class B Investor Interest
would have been reduced below zero.
The Trustee has entered into the Class A Interest Rate Cap with the
Interest Rate Cap Provider for the exclusive benefit of the Class A
Certificateholders. On each Transfer Date that the Class A Certificate Rate for
the related Interest Accrual Period exceeds the Class A Cap Rate, the Interest
Rate Cap Provider will make a payment to the Trustee, on behalf of the Trust,
based on the amount of such excess and the notional amount of the Class A
Interest Rate Cap. The Class A Notional Amount will at all times be equal to or
greater than the amount of the Expected Class A Principal. The Class A Interest
Rate Cap or its Replacement Interest Rate Cap or Qualified Substitute
Arrangement will terminate on the day immediately following the Class A
Scheduled Payment Date.
People's Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to one-twelfth of the
product of 2.00% per annum and the Aggregate Principal Receivables in the Trust
on the last day of the preceding Monthly Period, payable on each succeeding
Distribution Date. With respect to any Distribution Date, the Class A Monthly
Servicing Fee will equal one-twelfth of the product of 2.00% per annum and the
Class A Adjusted Investor Interest as of the last day of the preceding Monthly
Period; provided that the Class A Monthly Servicing Fee for the first
Distribution Date will be an amount equal to one-twelfth of the product of 2.00%
and the Class A Initial Investor Interest, multiplied by 2/30.
On each Transfer Date, beginning with the Transfer Date following the
Monthly Period in which the Controlled Accumulation Period commences, an amount
equal to the Controlled Deposit Amount will be deposited in the Principal
Funding Account. The amounts on deposit in the Principal Funding Account will
be deposited in the Distribution Account for distribution to the Class A
Certificateholders on the Class A Scheduled Payment Date.
-5-
<PAGE>
As provided in the Agreement, Principal Collections remaining after funding
of the Required Amounts during the Revolving Period and the Controlled
Accumulation Period and Principal Collections remaining after funding of the
Controlled Deposit Amount during the Controlled Accumulation Period will be
applied as Shared Principal Collections and distributed first to the
certificateholders of other Series to the extent of Principal Shortfalls, if
any, and then to the Holder of the Exchangeable Seller Certificate. In
addition, during the Controlled Accumulation Period and the Rapid Amortization
Period, Shared Principal Collections from other Series available to the
Certificates will be applied to pay the Certificateholders to the extent of
Principal Shortfalls, if any, with respect to Series 1999-1.
On each Distribution Date beginning with the month following the Monthly
Period in which the Rapid Amortization Period commences, the Monthly Total
Principal Allocations from the prior Monthly Period along with Shared Principal
Collections from other Series, if any, and certain other amounts treated as
Available Investor Principal Collections will be distributed to the Class A
Certificateholders until the earlier of the date on which the Class A Investor
Interest is paid in full and the Series 1999-1 Termination Date.
Distributions with respect to this Class A Certificate will be made by the
Paying Agent by check mailed to the address of the holders of record appearing
in the Certificate Register (except for the final distribution in respect of
this Class A Certificate) without the presentation or surrender of this
Certificate or the making of any notation thereon, except that with respect to
Certificates registered in the name of the nominee of a Clearing Agency,
distributions will be made in the form of immediately available funds.
This Class A Certificate does not represent an obligation of, or an
interest in, the Transferor or the Servicer, and neither the Class A
Certificates nor the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class A Certificate is limited in right of payment to certain collections
respecting the Receivables, as more specifically set forth hereinabove and in
the Agreement.
As provided in the Agreement, withdrawals from the Series 1999-1 Investor
Accounts may be made upon the instructions of the Servicer from time to time for
purposes other than distributions to Class A Certificateholders.
The Transferor may designate (subject to the terms and conditions of the
Agreement) Accounts for deletion and removal from the Accounts previously
assigned to and constituting a part of the Trust.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of the Certificateholders of any
Series, to cure any ambiguity, to correct or supplement any provision therein
which may be inconsistent with any other provision therein, and to add any other
provisions with respect to matters or questions arising under the
-6-
<PAGE>
Agreement and any Supplement which are not inconsistent with the provisions of
the Agreement and any Supplement. The Agreement may be amended from time to time
by the Transferor, the Servicer and the Trustee, and without the consent of any
Certificateholders, to (a) provide for the transfer by the Transferor of its
interest in and to all or part of the Accounts in accordance with the provisions
of the Agreement and (b) provide for the purchase of Principal Receivables by
the Trust at a price which is less than 100% of the outstanding balance thereof,
and to provide for the treatment of Collections of Principal Receivables, in an
amount up to the aggregate amount by which the purchase price of Principal
Receivables as sold thereafter is less than 100%, as Collections of Finance
Charge Receivables; provided, however, that any such action may not adversely
affect in any material respect the interests of Certificateholders; provided
further that the Servicer and the Trustee shall have received notice from the
Rating Agency that any such amendment will not result in the reduction or
withdrawal of its then-existing rating of the certificates of any Series.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee with the consent of the holders of certificates
evidencing undivided interests aggregating not less than 66-2/3% of the
principal amount of each Series adversely affected, for the purpose of adding
any provisions to, 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
certificateholders of any Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on such Series, (b) change the definition of or the manner of calculating
the interest of any certificateholder of such Series or (c) reduce the aforesaid
percentage of undivided interests, the holders of which are required to consent
to any such amendment, in each case without the consent of all
certificateholders of all Series adversely affected.
The transfer of this Class A Certificate shall (subject to the limitations
set forth in the Agreement) 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 and the
Transfer Agent and Registrar duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney-in-fact duly authorized in writing,
and thereupon one or more new Class A Certificates of authorized denomination
and for the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
Pursuant to the Series 1999-1 Supplement, the Transferor has the option
(the "Discount Option"), at any time to designate as Finance Charge Receivables
a fixed or variable percentage of Receivables in designated Accounts which
otherwise would be treated as Principal Receivables. The exercise by the
Transferor of the Discount Option will be subject to, among other things, the
receipt by the Trustee of written confirmation from each Rating Agency that the
exercise of such option will not result in a withdrawal or reduction of its
rating of the Certificates. Each Certificateholder by its acceptance of a
beneficial interest in a Certificate will be deemed to have
-7-
<PAGE>
consented to the exercise by the Transferor of the Discount Option at such time
as the Transferor determines to exercise such option.
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 Undivided Interests, as requested by the Class A
Certificateholder surrendering such Class A Certificates. No service charge may
be imposed for any such exchange but the Servicer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar, and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Agreement.
Subject to the prior termination of Series 1999-1, the Agreement provides
that the right of the Class A Certificateholders to receive payments from the
Trust will terminate on the Scheduled Series 1999-1 Termination Date. Upon the
termination of Trust pursuant to Section 12.1 of the Agreement (and subject to
the exceptions set forth in the Agreement), the Trustee will assign and convey
to the Holder of the Exchangeable Seller Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in the
Receivables, whether then existing or thereafter created, and Recoveries
allocable to the Trust relating thereto and Interchange pursuant to subsections
2.5(k) and (l) of the Agreement. The Trustee will execute and deliver such
instruments of transfer and assignment, in each case without recourse, as shall
be reasonably requested by the Holder of the Exchangeable Seller Certificate to
vest in such Holder all right, title and interest which the Trustee had in the
Receivables.
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 be valid for any purpose.
-8-
<PAGE>
IN WITNESS WHEREOF, People's Bank has caused this Class A Certificate to be
executed by its duly authorized officer.
PEOPLE'S BANK
By:
Dated: September [ ], 1999
<PAGE>
Form of Trustee's Certificate of Authentication
This is one of the Class A Certificates referred to in the within-mentioned
Agreement.
BANKERS TRUST COMPANY, not in
its individual capacity,
but solely as Trustee
By:_______________________
(Authorized Officer)
<PAGE>
EXHIBIT 1-B
-----------
FORM OF CLASS B INVESTOR CERTIFICATE
$___________
No. R-1 CUSIP No. ___________
PEOPLE'S BANK CREDIT CARD MASTER TRUST FLOATING RATE
CLASS B ASSET BACKED CERTIFICATE, SERIES 1999-1
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA/1/ and MasterCard/1/ credit card
receivables generated or to be generated by People's Bank.
(Not an interest in or obligation of
People's Bank
or any Affiliate thereof.)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO PEOPLE'S BANK
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS 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.
This certifies that CEDE & CO. (CEDE & CO. or any successors or assigns of
CEDE & CO. with respect to this certificate, the "Class B Investor
Certificateholders") is the registered owner of the undivided interest in
certain assets of a trust (the "Trust"), the corpus of which consists of a
portfolio of Receivables (the "Receivables") now existing or hereafter created
under selected VISA and MasterCard credit card accounts (the "Accounts") of
People's Bank, a Connecticut stock savings bank, all Receivables in Automatic
Additional Accounts and Additional Accounts added to
- ----------------------------
/1/ VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
<PAGE>
the Trust from time to time, all monies due or to become due in payment of the
Receivables (including all Finance Charge Receivables), and the other assets
and interests constituting the Trust pursuant to an Amended and Restated Pooling
and Servicing Agreement, dated as of March 18, 1997, as amended by an Amendment
thereto, dated as of September 24, 1997, and as supplemented by the Series 1999-
1 Supplement, dated as of September 29, 1999, (collectively, the "Agreement"),
by and between People's Bank, as Transferor and Servicer, and Bankers Trust
Company, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein below.
The Transferor has structured the Agreement and the Investor Certificates
with the intention that the Investor Certificates will qualify under applicable
tax law as indebtedness, and the Transferor, the Holder of the Exchangeable
Seller Certificate, the Servicer and each Investor Certificateholder (or
Certificate Owner) by acceptance of its Certificate (or, in the case of a
Certificate Owner, by virtue of such Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat the Investor Certificates (or a
beneficial interest therein) consistently with, and to take no action
inconsistent with, the treatment of the Investor Certificates (or beneficial
interest therein) for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income, as
indebtedness. Each Certificateholder agrees that it will cause any Certificate
Owner acquiring an interest in a Certificate through it to comply with this
Agreement as to treatment as indebtedness under applicable tax law.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the Cer tificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. Although a summary of certain
provisions of the Agreement is set forth below, this Class B Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee. To the extent not defined herein, capitalized terms used herein
have the meanings assigned in the Agreement.
THE AGREEMENT AND THE CERTIFICATES CREATED THEREUNDER 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.
This Certificate is one of the People's Bank Credit Card Master Trust
$29,000,000 Floating Rate Class B Asset Backed Certificates, Series 1999-1 (the
"Class B Certificates"), each of which represents an undivided interest in
certain assets of the Trust, including the right to receive Collections
allocable to the Class B Certificates and other amounts at the times and in the
amounts specified in the Agreement to be deposited in the Investor Accounts or
paid to the Investor Certificateholders. The aggregate interest represented
by the Class B Certificates at any time in the Principal Receivables in the
Trust will not exceed an amount equal to the Class B Investor Interest at
-2-
<PAGE>
such time. The Class B Initial Investor Interest is $29,000,000 minus the
retirement of any Class B Certificates pursuant to an Investor Exchange. The
Class B Investor Interest on any date of determination will be an amount equal
to (a) the Class B Initial Investor Interest, minus (b) the aggregate amount of
payments of Certificate Principal paid to the Class B Certificateholders prior
to such date of determination, minus (c) the excess, if any, of the aggregate
amount of Class B Investor Charge-Offs, Reallocated Principal Collections and
other reductions of the Class B Investor Interest in respect of the Class A
Required Amount over Class B Investor Charge-Offs, Reallocated Principal
Collections and such other reductions reimbursed prior to such date of
determination; provided, however, that the Class B Investor Interest may not be
reduced below zero. In addition to the Class B Certificates, a class of
certificates entitled "People's Bank Credit Card Master Trust $338,000,000
Floating Rate Class A Asset Backed Certificates, Series 1999-1" (the "Class A
Certificates") and an Undivided Interest in the Trust in the initial amount of
$33,000,000 (the "Collateral Interest," and together with the Class A
Certificates and the Class B Certificates, the "Certificates") will be issued,
and the Exchangeable Seller Certificate will be issued to the Holder of the
Exchangeable Seller Certificate pursuant to the Agreement, and other Series of
certificates have been, and may from time to time be, issued by the Trust, which
represent or will represent an undivided interest in the Trust. The Exchangeable
Seller Certificate will represent the interest in the Principal Receivables not
represented by the Certificates or any other Series of certificates.
Interest on the Class B Certificates will be distributed on October 15,
1999 and on the fifteenth day of each calendar month thereafter, or if such
fifteenth day is not a Business Day, on the next succeeding Business Day (a
"Distribution Date"), to the Class B Certificateholders of record on the Record
Date preceding the related Distribution Date. Principal with respect to the
Class B certificates is scheduled to be distributed on the October 2002
Distribution Date, (the "Class B Scheduled Payment Date"), but may be paid
earlier or later as provided in the Agreement. During the Rapid Amortization
Period, if any, interest and principal will be distributed to the Class B Cer-
tificateholders on the Distribution Date of each calendar month until the Class
B Certificateholders have been paid in full.
The Servicer will deposit all Collections in the Collection Account as
promptly as possible after the Date of Processing of such Collections, but in no
event later than the second Business Day following such Date of Processing.
Notwithstanding anything in the Agreement to the contrary, for so long as,
and only so long as, the Transferor shall remain the Servicer hereunder and
(a)(i) the Servicer provides to the Trustee a letter of credit or other
arrangement covering risk of collection of the Servicer acceptable to the Rating
Agency (as evidenced by letters from the Rating Agency) and (ii) the Transferor
shall not have received a notice from the Rating Agency that such letter of
credit or other arrangement would result in the lowering or withdrawal of such
Rating Agency's then-existing rating of any Series of Investor Certificates or
(b) under certain circumstances permitted under the Agreement, the Servicer need
not deposit Collections into the Collection Account, the Principal Account or
the Finance Charge Account in accordance with the immediately preceding sentence
or make payments to the
-3-
<PAGE>
Holder of the Exchangeable Seller Certificate prior to the close of business on
the day any Collections are deposited in the Collection Account, but may make
such payments on the Transfer Date in the Monthly Period following the Monthly
Period in which such Collections are received in an amount equal to the net
amount of such deposits, payments and withdrawals which would have been made but
for the provisions of this paragraph.
On each Distribution Date, to the extent funds are available on the terms
specified in the Agreement from available Finance Charge Collections, from
payments made pursuant to the Class B Interest Rate Cap and from Excess Spread,
interest will be distributed to the Class B Certificateholders in an amount
equal to the sum of: (i) the product of (a) the Class B Certificate Rate, (b)
the lesser of the Class B Investor Interest determined as of the preceding
Distribution Date, after giving effect to all payments, deposits and withdrawals
on such Distribution Date and the Expected Class B Principal as of the preceding
Distribution Date or Closing Date (or, for the initial Interest Accrual Period,
the Class B Initial Investor Interest), as applicable, and (c) the actual number
of days in the related Interest Accrual Period divided by 360, plus (ii) the
product of (a) the Class B Excess Principal, (b) the lesser of the Class B
Certificate Rate and 10.58%, and (c) the actual number of days in the related
Interest Accrual Period divided by 360, plus (iii) to the extent permitted by
applicable law, any interest accrued on the Class B Certificates (including
interest on any overdue Class B Monthly Interest) during any prior Interest
Accrual Period which has not been distributed to the Class B Certificateholders,
plus, (iv) to the extent that there is available Excess Spread, an amount equal
to the product of (a) the amount by which the Class B Certificate Rate exceeds
10.58%, (b) the Class B Excess Principal and (c) the actual number of days in
the related Interest Accrual Period divided by 360.
On each Determination Date during the Revolving Period, the Controlled
Accumulation Period and the Rapid Amortization Period, if any, the Servicer will
determine the Class A Required Amount and the Class B Required Amount. If either
or both of the Required Amounts are greater than zero after application of
available Finance Charge Collections, Excess Spread and Shared Finance Charge
Collections, then Principal Collections allocable to the Collateral Interest
will be reallocated and applied first to fund the remaining Class A Required
Amount, if any, and second to fund the remaining Class B Required Amount, if
any, and to the extent that Reallocated Collateral Principal Collections are
less than such remaining Class A Required Amount, Principal Collections
allocable to the Class B Certificates will then be reallocated and applied to
fund the remaining Class A Required Amount. The Collateral Interest will be
reduced by the amount of Reallocated Collateral Principal Collections and
Reallocated Class B Principal Collections applied to fund the Required Amounts.
The Class B Investor Interest will be reduced by the amount of Reallocated Class
B Principal Collections in excess of the Collateral Interest (after giving
effect to reductions for an Collateral Interest Charge-Offs and any reallocated
Collateral Principal Collections as of the related Distribution Date) applied to
fund the Class A Required Amount.
If, on any Distribution Date, Reallocated Collateral Principal Collections
are insufficient to fund the remaining Class A Required Amount for the related
Monthly Period, then the Collateral
-4-
<PAGE>
Interest (after giving effect to reduction for any Collateral Interest Charge-
Offs and Reallocated Principal Collections) will be reduced by the amount of
such deficiency (but not by more than the Class A Investor Default Amount for
such Monthly Period). In the event that such reduction would cause the
Collateral Interest to be a negative number, the Collateral Interest will be
reduced to zero, and the Class B Investor Interest (after giving effect to
reductions for any Class B Investor Charge-Offs and any Reallocated Class B
Principal Collections in excess of the Collateral Interest as of such
Distribution Date) will be reduced by the amount by which the Collateral
Interest would have been reduced below zero. In the event that such reduction
would cause the Class B Investor Interest to be a negative number, the Class B
Investor Interest will be reduced to zero and the Class A Investor Interest will
be reduced by the amount by which the Class B Investor Interest would have been
reduced below zero.
If, on any Distribution Date, Reallocated Collateral Principal Collections
not required to fund the Class A Required Amount are insufficient to fund the
remaining Class B Required Amount for such Monthly Period, then the Collateral
Interest (after giving effect to reduction for any Collateral Interest Charge-
Offs, Reallocated Principal Collections and any adjustments made thereto for the
benefit of the Class A Certificateholders) will be reduced by the amount of such
deficiency (but not by more than the Class B Investor Default Amount for such
Monthly Period). In the event that such reduction would cause the Collateral
Interest to be a negative number, the Collateral Interest will be reduced to
zero, and the Class B Investor Interest will be reduced by the amount by which
the Collateral Interest would have been reduced below zero.
The Trustee has entered into the Class B Interest Rate Cap with the
Interest Rate Cap Provider for the exclusive benefit of the Class B
Certificateholders. On each Transfer Date that the Class B Certificate Rate for
the related Interest Accrual Period exceeds the Class B Cap Rate, the Interest
Rate Cap Provider will make a payment to the Trustee, on behalf of the Trust,
based on the amount of such excess and the notional amount of the Class B
Interest Rate Cap. The Class B Notional Amount will at all times equal the
amount of the Expected Class B Principal. The Class B Interest Rate Cap, or its
Replacement Interest Rate Cap or Qualified Substitute Arrangement, will
terminate on the day immediately following the Class B Scheduled Payment Date.
People's Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to one-twelfth of the
product of 2.00% per annum and the Aggregate Principal Receivables in the Trust
on the last day of the preceding Monthly Period, payable on each succeeding
Distribution Date. With respect to any Distribution Date, the Class B Monthly
Servicing Fee will equal one-twelfth of the product of 2.00% per annum and the
Class B Investor Interest as of the last day of the preceding Monthly Period;
provided that the Class B Monthly Servicing Fee for the first Distribution Date
will be an amount equal to one-twelfth of the product of 2.00% and the Class B
Initial Investor Interest, multiplied by 2/30.
On the Transfer Date immediately preceding the Class B Scheduled Payment
Date, and on each Transfer Date thereafter until the Class B Investor Interest
has been reduced to zero, the
-5-
<PAGE>
Servicer or the Trustee acting in accordance with instructions from the Servicer
will withdraw all amounts on deposit in the Principal Account, in respect of
Collections processed during the preceding Monthly Period and deposit such
amounts in the Distribution Account for distribution to the Class B
Certificateholders on the next succeeding Distribution Date, to the extent
specified in the Agreement.
As provided in the Agreement, Principal Collections remaining after funding
of the Required Amounts during the Revolving Period and the Controlled
Accumulation Period and Principal Collections remaining after funding of the
Controlled Deposit Amount during the Controlled Accumulation Period will be
applied as Shared Principal Collections and distributed first to the
certificateholders of other Series to the extent of Principal Shortfalls, if
any, and then to the Holder of the Exchangeable Seller Certificate. In
addition, during the Controlled Accumulation Period and the Rapid Amortization
Period, Shared Principal Collections from other Series available to the
Certificates will be applied to pay the Certificateholders to the extent of
Principal Shortfalls, if any, with respect to Series 1999-1.
On each Distribution Date beginning with the month following the Monthly
Period in which the Rapid Amortization Period commences, the Monthly Total
Principal Allocations from the prior Monthly Period along with Shared Principal
Collections from other Series, if any, and certain other amounts treated as
Available Investor Principal Collections will be distributed to the Class A
Certificateholders until the earlier of the date on which the Class A Investor
Interest is paid in full and the Series 1999-1 Termination Date and, following
the final principal payment to the Class A Certificateholders, to the Class B
Certificateholders until the earlier of the date on which the Class B Investor
Interest is paid in full and the Series 1999-1 Termination Date.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the holder of record appearing in
the Certificate Register (except for the final distribution in respect of this
Class B Certificate) without the presentation or surrender of this Certificate
or the making of any notation thereon, except that with respect to Certificates
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class B Certificate does not represent an obligation of, or an
interest in, the Transferor or the Servicer, and neither the Class B
Certificates nor the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class B Certificate is limited in right of payment to certain collections
respecting the Receivables, as more specifically set forth hereinabove and in
the Agreement.
As provided in the Agreement, withdrawals from the Series 1999-1 Investor
Accounts may be made upon the instructions of the Servicer from time to time for
purposes other than distributions to Class B Certificateholders.
-6-
<PAGE>
The Transferor may designate (subject to the terms and conditions of the
Agreement) Accounts for deletion and removal from the Accounts previously
assigned to and constituting a part of the Trust.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee, without the consent of the Certificateholders of any
Series, to cure any ambiguity, to correct or supplement any provision therein
which may be inconsistent with any other provision therein, to add any other
provisions with respect to matters or questions arising under the Agreement and
any Supplement which are not inconsistent with the provisions of the Agreement
and any Supplement. The Agreement may be amended from time to time by the
Transferor, the Servicer and the Trustee, and without the consent of any
Certificateholders, to (a) provide for the transfer by the Transferor of its
interest in and to all or part of the Accounts in accordance with the provisions
of the Agreement and (b) provide for the purchase of Principal Receivables by
the Trust at a price which is less than 100% of the outstanding balance thereof,
and to provide for the treatment of Collections of Principal Receivables, in an
amount up to the aggregate amount by which the purchase price of Principal
Receivables as sold thereafter is less than 100%, as Collections of Finance
Charge Receivables; provided, however, that any such action may not adversely
affect in any material respect the interests of Certificateholders; provided
further that the Servicer and the Trustee shall have received notice from the
Rating Agency that any such amendment will not result in the reduction or
withdrawal of its then-existing rating of the certificates of any Series.
The Agreement and any Supplement may be amended by the Transferor, the
Servicer and the Trustee with the consent of the holders of certificates
evidencing undivided interests aggregating not less than 66-2/3% of the
principal amount of each Series adversely affected, for the purpose of adding
any provisions to, 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
certificateholders of any Series. No such amendment, however, may (a) reduce in
any manner the amount of, or delay the timing of, distributions required to be
made on such Series, (b) change the definition of or the manner of calculating
the interest of any certificateholder of such Series or (c) reduce the aforesaid
percentage of undivided interests, the holders of which are required to consent
to any such amendment, in each case without the consent of all
certificateholders of all Series adversely affected.
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 office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer in a form satisfactory
to the Trustee and the Transfer Agent and Registrar duly executed by the Class B
Certificateholder or such Class B Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denomination and for the same aggregate Undivided Interests will be
issued to the designated transferee or transferees.
-7-
<PAGE>
Pursuant to the Series 1999-1 Supplement, the Transferor has the option
(the "Discount Option"), at any time to designate as Finance Charge Receivables
a fixed or variable percentage of Receivables in designated Accounts which
otherwise would be treated as Principal Receivables. The exercise by the
Transferor of the Discount Option will be subject to, among other things, the
receipt by the Trustee of written confirmation from each Rating Agency that the
exercise of such option will not result in a withdrawal or reduction of its
rating of the Certificates. Each Certificateholder by its acceptance of a
beneficial interest in a Certificate will be deemed to have consented to the
exercise by the Transferor of the Discount Option at such time as the Transferor
determines to exercise such option.
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 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, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Agreement.
Subject to the prior termination of Series 1999-1, the Agreement provides
that the right of the Class B Certificateholders to receive payments from the
Trust will terminate on the Scheduled Series 1999-1 Termination Date. Upon the
termination of Trust pursuant to Section 12.1 of the Agreement, the Trustee will
assign and convey to the Holder of the Exchangeable Seller Certificate (without
recourse, representation or warranty) all right, title and interest of the Trust
in the Receivables, whether then existing or thereafter created, and
Recoveries allocable to the Trust relating thereto and Interchange pursuant to
subsections 2.5(k) and (l) of the Agreement. The Trustee will execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be reasonably requested by the Holder of the Exchangeable
Seller Certificate to vest in such Holder all right, title and interest which
the Trustee had in the Receivables.
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 be valid for any purpose.
-8-
<PAGE>
IN WITNESS WHEREOF, People's Bank has caused this Class B Certificate to be
executed by its duly authorized officer.
PEOPLE'S BANK
By:_______________________
Dated: September [ ], 1999
<PAGE>
Form of Trustee's Certificate of Authentication
This is one of the Class B Certificates referred to in the within-mentioned
Agreement.
BANKERS TRUST COMPANY, not in
its individual capacity,
but solely as Trustee
By:________________________
(Authorized Officer)
<PAGE>
EXHIBIT 2
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
---------------------------------------------
PEOPLE'S BANK
PEOPLE'S BANK CREDIT CARD MASTER TRUST, SERIES 1999-1
MONTHLY CERTIFICATEHOLDERS' STATEMENT FOR MONTHLY PERIOD #_
Monthly Period - Beginning Date _________
Monthly Period - Ending Date _________
Determination Date _________
Distribution Date _________
(Note: Monthly Period numbers found herein refer solely to Series 1999-1 and may
not correspond to Monthly Period numbers used for other Series of the
Trust.)
21. Information Regarding Distributions
to Certificateholders _______________
21.1 Total amount distributed to
Certificateholders (per $1,000
Initial Investor Interest) _______________
21.2 Total principal amount
distributed to Certificateholders
(per $1,000 Initial Investor Interest) _______________
21.3 Total interest amount
distributed to Certificateholders
(Per $1,000 Initial Investor Interest) _______________
<PAGE>
22. Receivables Balances
22.1 Aggregate Principal Receivables in
Trust, end of period_ ____________________
(a) Aggregate Principal Receivables
in Trust on Closing Date ____________________
22.2 Investor Interest, end of period__ ____________________
(a) Investor Interest as of
Closing Date ____________________
22.3 Investor Interest as a percentage
of Trust Principal Receivables ____________________
(a) Investor Interest as a percentage of
Trust Principal Receivables as of the
Closing Date ____________________
22.4 Adjusted Investor Interest ____________________
22.5 Floating Investor Percentage ____________________
22.6 Fixed Investor Percentage ____________________
23. Collections ____________________
23.1 Aggregate amount of Collections Processed during the
Monthly Period allocated to Certificateholders ____________________
B. Monthly Pay Rate for:
(i) Period - 1 _________%
(ii) Period - 2 _________%
(iii) Period - 3 _________%
(iv) Period - 4 _________%
(v) Period - 5 _________%
(vi) Period - 6 _________%
(vii) 6 mo. Avg. _________%
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<PAGE>
23.2 Principal Collections during
the Monthly Period allocated to
Certificateholders ____________________
23.3 Amount by which Controlled
Accumulation exceeds principal
allocated to Investors ____________________
23.4 Finance Charge Collections
during the Monthly Period allocated
to Certificateholders ____________________
23.5 Annualized Gross Portfolio Yield for:
(i) Period - 1 _________%
(ii) Period - 2 _________%
(iii) Period - 3 _________%
(iv) 3 mo. avg. _________%
24. Delinquent Balances*
Aggregate Percentage
Account Aggregate
Balances Receivables
----------- ------------
24. Less than 31 days delinquent __________ __________ %
24. 31 - 60 days delinquent __________ __________ %
24. 61-90 days delinquent __________ __________ %
24. More than 90 days delinquent __________ __________ %
24. Total __________ __________ %
25. Default Summary
25.1 Aggregate Investor Default Amount ___________
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<PAGE>
Aggregate Percent of
Account Aggregate
Balances Receivables
--------- -----------
25.2 Investor default percentage for:
(i) Period - 1 _________%
(ii) Period - 2 _________%
(ii) Period - 3 _________%
(iv) 3 mo. avg. _________%
25.3 Investor Charge-Offs
(i) Aggregate dollar amount _______________
(ii) Per $1,000 of Initial Investor Interest _______________
25.4 Reimbursed Investor Charge-Offs
(i) Aggregate dollar amount _______________
(ii) Per $1,000 of Initial Investor Interest _______________
25.5 Reallocated Principal Collections
(i) Aggregate dollar amount _______________
(ii) Per $1,000 of Initial Investor Interest _______________
25.6 Base Rate _______________
25.7 Portfolio Yield minus Base Rate for:
(i) Period - 1 _________%
(ii) Period - 2 _________%
(iii) Period - 3 _________%
(iv) 3 mo. avg. _________%
26. Monthly Investor Servicing Fee _______________
-4-
<PAGE>
27. Accumulation Shortfall _______________
28.1 Principal Funding Investment Proceeds _______________
28.2 Principal Funding Investment Shortfall _______________
29. Withdrawal from Reserve Account under Section 4.6 _______________
30. Required Reserve Account Amount _______________
31. Available Reserve Account Amount _______________
32. Pool Factor _______________
33. Collateral Interest as a Percentage of Investor Interest _______________
PEOPLE'S BANK, Servicer
By:_________________
Calculations
- ------------
Monthly Pay Rate = Aggregate Collections (excluding Interchange) during the
Monthly Period/Aggregate Amount of Receivables at the end of the prior
Monthly Period
Amount by which Controlled Accumulation Amount exceeds Principal allocated
to Investors during the Monthly Period = $________ - Principal allocated to
Investors
Gross Portfolio Yield = Finance Charges allocated to Investors during the
Monthly Period (including Interchange allocated to Investors and deposited
in the Finance Charge Account)/Investor Interest for the prior Monthly
Period #_______
Portfolio Yield minus Base Rate - Finance charges allocated to Investors during
the Monthly Period (including Interchange allocated to Investors and deposited
in the Finance Charge Amount) - Investor Default Amount for the Monthly
Period/Investor Interest for the prior Monthly Period - Base Rate.
-5-
<PAGE>
EXHIBIT 3
---------
FORM OF DTC LETTER OF REPRESENTATIONS
BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/ AND PASS-THROUGH CERTIFICATES
--------------------------------------------------------------
Letter of Representations
[To be Completed by Issuer and Agent]
People's Bank Credit Card Master Trust
------------------------------------------
[Name of Issuer]
Bankers Trust Company
------------------------------------------
[Name of Agent]
--------------
[Date]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re:$ Floating Rate Class A Asset Backed Certificates, Series;
----------------------------------------------------------------------
$ Floating Rate Class B Asset Backed Certificates, Series
-------------------------------------------------------------------------
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee paying agent, fiscal agent or other such agent of Issuer with respect to
the Securities pursuant to an Amended and Restated Pooling and Servicing
Agreement dated as of March 18, 1997, as amended by an amendment, dated as of
September 24, 1997, and as further amended from time to time (the "Document").
___________________________ is distributing the Securities through The
[Underwriter]
Depository Trust Company ("DTC").
<PAGE>
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Issuer and
Agent make the following representations to DTC:
1. Prior to closing on the Securities on _______________________, 1999,
there shall be deposited with DTC one Security certificate registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $200 million, one certificate will be
issued with respect to each $200 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC). ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Particpants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's particpants nor any person having an interest in
the Securities shall be deemed to have notice of the provisions of the Security
certificates by virtue of submission of such certificate(s) to DTC.
3. In the event of any solicitation of consents from or voting by holders
of the Securities, Issuer or Trustee shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calender days in advance of such record date. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices
shall be confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 5.
4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
-2-
<PAGE>
possible, two business days before the Publication Date. Issuer or Trustee
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders specifying the terms of the tender and the Publication Date of
such notice shall be sent to DTC by a secure means in the manner set forth in
the preceding Paragraph. Notices to DTC pursuant to this Paragraph and notices
of other corporate actions by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093 or 212 709-1094, and receipt of such notices shall
be confirmed by telephoning 212 709-6884. Notices to DTC pursuant to the above
by mail or by any other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695
6. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
7. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value; payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g. adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 709-1723, or if by mail or by any
other means to:
-3-
<PAGE>
Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
8. [Note: Issuer must represent one of the following, and cross out the
other:] The interest accrual period is payment date to payment date.
9. Issuer or Agent shall provide a written notice of interest payment
information to a standard interest announcement service subscribed to by DTC as
soon as the information is available. In the unlikely event that no such service
exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or 212
709-1686 and receipt of such notices shall be confirmed by telephoning
(212) 709-1270. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
10. Issuer or Agent shall provide CUSIP numbers for each issue for which
payment is being sent, as well as the dollar and cent amount of the payment for
each issue to DTC, no later than noon (Eastern Time) on the payment date.
11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066 026776
-4-
<PAGE>
12. Maturity and redemption payments allocated with respect to each CUSIP
number shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
The Security certificate(s) shall remain in Agent's custody as a "Balance
Certificate" subject to the provisions of the Balance Certificate Agreement
between Agent and DTC currently in effect.
13. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Ceded & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the first payment date. Absent any other arrangements between Issuer or Agent
and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA 021000021
For credit to a/c Cede & Co.
Reorganization Deposit Account # 066-027608
14. DTC may direct Issuer or Trustee to use any other number or address as
the number or address to which notices or payments of interest or principal may
be sent.
15. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Trustee's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Trustee to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Trustee prior to payment, if
required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.
-5-
<PAGE>
17. DTC may discontinue providing its services as securities depositary
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Agent shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be construed
in accordance with, the laws of the State of New York.
21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:
Notes:
- ------ Very truly yours,
A. If there is a Agent (as defined in
this Letter of Representations), Agent
as well as Issuer must sign this Letter.
If there is no Agent in signing this
Letter Issuer itself undertakes to
perform all of the obligations set
forth herein. People's Bank Credit Card Master Trust
--------------------------------------
(Issuer)
B. Schedule B contains statements that By:___________________________________
DTC believes accurately describe DTC, (Authorized Officer's Signature)
the method of effecting book-entry
transfers of securities distributed
through DTC, and certain related
matters.
Bankers Trust Company
--------------------------------------
Received and Accepted: (Agent)
THE DEPOSITORY TRUST COMPANY
By:___________________________________
(Authorized Officer's Signature)
By:_________________________
cc: Underwriter
Underwriter's Counsel
-6-
<PAGE>
People's Bank Credit Card Master Trust
--------------------------------------
SCHEDULE A
----------
$ Floating Rate Class A Asset Backed Certificates, Series 1999-1
----------------------------------------------------------------
$ Floating Rate Class B Asset Backed Certificates, Series 1999-1
----------------------------------------------------------------
CUSIP Number Principal Amount Maturity Date Interest Rate
------------ ---------------- ------------- -------------
-7-
<PAGE>
SCHEDULE B
----------
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC-bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
-8-
<PAGE>
4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer
as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Securities are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to Cede
& Co., as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information from
Issuer or Agent, on payable date in accordance with their respective holdings
shown on DTC's records. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to Cede &
Co. is the responsibility of Issuer or Agent, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Agent [or Tender/Remarketing
Agent], and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's
records, to Trustee [or Tender/Remarketing Agent] and shall effect delivery of
such Securities by causing the Direct Participant to transfer the Participant's
Interest in the Securities, on DTC's records, to Agent [or Tender/Remarketing
Agent]. The requirement for physical delivery of Securities in connection with
an optional tender or a mandatory purchase will be deemed satisfied when the
-9-
<PAGE>
ownership rights in the Securities are transferred by Direct Participants on
DTC's records and followed by a book-entry credit of tendered Securities to
Agent [or Tender/Remarketing Agent's] DTC account.]
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that Issuer believes to be reliable,
but Issuer takes no responsibility for the accuracy thereof.
-10-
<PAGE>
Rider Amending DTC Letter of Representations -- BEO Collateralized Mortgage
---------------------------------------------------------------------------
Obligations (CMO) Without Owner Option to Redeem/Other Asset-Backed Securities
------------------------------------------------------------------------------
and Pass-Through Certificates
-----------------------------
DTC's Reorganization and Dividend Departments have relocated to 55 Water Street.
Following are revisions to the Letter of Representations, including current
addresses, telephone numbers, and telecopy numbers.
Paragraph 3 of the Letter of Representations:
- --------------------------------------------
Old Telecopier Numbers: Current Telecopier Numbers:
(212) 709-6896 and (212) 709-6897 (212) 855-5181 and (212) 855-5182
The confirmation number (formerly (212) 709-6870) is now (212) 855-5202.
Paragraph 5 of the Letter of Representations:
- --------------------------------------------
Old Telecopier Number: Current Telecopier Number:
(212) 709-1093 and (212) 709-1094 (212) 855-5278
The confirmation number (formerly (212) 709-6884) is now (212) 855-5280.
The current address is: Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street, 50th Floor
New York, NY 10041-0099
Paragraph 7 of the Letter of Representations:
- --------------------------------------------
Old Telecopier Number: Current Telecopier Numbers:
(212) 709-1723 (212) 855-4555
The current address is: Manager; Announcements
Dividend Department
The Depository Trust Company
55 Water Street, 25th Floor
New York, NY 10041-0099
Paragraph 9 of the Letter of Representations:
- --------------------------------------------
Old Telecopier Number: Current Telecopier Numbers:
(212) 709-1723 and (212) 709-1686 (212) 855-4555 and (212) 855-4556
The confirmation number (formerly (212) 709-1270) is now (212) 855-4550.
<PAGE>
The current address for Paragraph 9 is the same as that listed above, for
Paragraph 7.
The following additional text relates to Paragraph 10 of the Letter of
- ----------------------------------------------------------------------
Representations:
- ---------------
Such information shall be conveyed by automated notification. If the
circumstances prevent the funds being paid to Cede & Co., as nominee of DTC, by
2:30 p.m. ET from equaling the dollar amount associated with detail payments by
12:00 noon ET, Issuer or Agent must provide CUSIP-level reconciliation to DTC no
later than 2:30 p.m. ET. Reconciliation may be provided by automated means or
in written format.
The following additional text relates to Paragraph 11 of the Letter of
- ----------------------------------------------------------------------
Representations:
- ---------------
Issuer must remit free funds to Agent by 1:00 p.m. ET on each payment date, or
at such earlier time as required by Agent to guarantee timely credit to the
Dividend Deposit Account of Cede & Co.
The following additional text relates to Paragraph 12 of the Letter of
- ----------------------------------------------------------------------
Representations:
- ---------------
Issuer must remit free funds to Agent by 1:00 p.m. ET on each payment date, or
at such earlier time as required by Agent to guarantee timely credit to the
Redemption Deposit Account of Cede & Co. Issuer or Agent shall deliver CUSIP-
level detail regarding such payments to DTC no later than 2:30 p.m. ET on each
payment date.
The following additional text relates to Paragraph 13 of the Letter of
- ----------------------------------------------------------------------
Representations:
- ---------------
Issuer must remit free funds to Agent by 1:00 p.m. ET on each payment date, or
at such earlier time as required by Agent to guarantee timely credit to the
Reorganization Deposit Account of Cede & Co. Issuer or Agent shall deliver
CUSIP-level detail regarding such payments to DTC no later than 2:30 p.m. ET on
each payment date.
<PAGE>
EXHIBIT 4
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS TO TRUSTEE
BANKERS TRUST COMPANY
ABA #021001033
A/C 01-419-647
CORPORATE TRUST AND AGENCY GROUP
ATTENTION: JOEL EVARISTO/PETER BECKER
RE: PEOPLE'S BANK 1999-1 FINANCE CHARGE ACCOUNT
ON _________________________ PLEASE PERFORM THE FOLLOWING TRANSACTIONS PURSUANT
TO THE SERIES 1999-1 SUPPLEMENT AND THE AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT DATED AS OF MARCH 18, 1997:
Per Section Please withdraw $0.00 from
4.6 (a) (i) & 4.6 (d) Finance Charge Account - 22756 and
(vii) deposit into the Distribution Account
- 22753 to pay Monthly Certificate
Interest to Class A Investors.
Per Section Please withdraw $0.00 from
4.6 (b) (i) & Finance Charge Account - 22756 and
4.6 (d) (viii) deposit into the Distribution Account
- 22753 to pay Monthly Certificate
Interest to Class B Investors.
Per Section Please withdraw $0.00
4.6 (d) (vi) from Finance Charge Account - 22756
and deposit into the Distribution
Account - 22753 to pay Collateral
Monthly Interest to the Collateral
Interest Holder.
Per Section Please withdraw $0.00
4.6 (a) (ii), from Finance Charge Account - 22756 to
4.6 (b) (ii), pay Monthly Investor Servicing Fee to
4.6 (c) (i) & People's Bank.
4.6 (d) (vii)
Per Section Please withdraw $0.00
4.6 (a) (iii), from Finance Charge Account - 22756 to
4.6 (c) (iii) & pay Investor Default Amount to
4.6 (d) (ix) People's Structured Finance Corp.
Per Section Please withdraw $0.00
4.6 (d) (xvii) from Finance Charge Account - 22756
and wire to People's Structured
Finance Corp.
<PAGE>
AUTHORIZED BY: _______________________________
LISA BROOKS, VICE PRESIDENT
<PAGE>
EXHIBIT 5
---------
Form of Notification to Trustee Regarding
Completion of Required Deposits and Withdrawals
PEOPLE'S BANK
PEOPLE'S BANK CREDIT CARD MASTER TRUST, SERIES 1999-1
This is to inform you that on the Transfer Date occurring on _________
we have made all deposits and withdrawals for the Monthly Period beginning on
________ and ending on _________.
_______________________________________
Name:
Title:
<PAGE>
EXHIBIT 6
---------
Form of Notification to Trustee Regarding
Failure to Make Payment
PEOPLE'S BANK
PEOPLE'S BANK CREDIT CARD MASTER TRUST, SERIES 1999-1
This is to inform you that we have been unable to make a [payment or
deposit] in the amount of __________ for the Monthly Period beginning on
________ and ending on _________. Such payments were to be made from [Account]
on _________ and such payment or deposit was to be made to [Person or Account].
_______________________________________
Name:
Title:
<PAGE>
EXHIBIT 4.3
(Multicurrency-Cross Border)
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of September 29, 1999
--------------------
Bankers Trust Company, as Trustee Goldman Sachs Mitsui Marine Derivative
- --------------------------------- --------------------------------------
("Party A") and Products, L.P. ("Party B")
- -----------
for People's Bank Credit Card Master Trust
have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.
Accordingly, the parties agree as follows:--
1. Interpretation
(a) Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.
(b) Inconsistency. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this
Agreement.
Copyright (C) 1992 by International Swap Dealers Association, Inc.
<PAGE>
(ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required
currency. Where settlement is by delivery (that is, other than by payment),
such delivery will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified in the
relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
the condition precedent that no Event of Default or Potential Event of
Default with respect to the other party has occurred and is continuing, (2)
the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3)
each other applicable condition precedent specified in this Agreement.
(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.
(c) Netting. If on any date amounts would otherwise be payable:--
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii) above
will not, or will cease to, apply to such Transactions from such date). This
election may be made separately for different groups of Transactions and will
apply separately to each pairing of Offices through which the parties make and
receive payments or deliveries.
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(d) Deduction or Withholding for Tax.
(i) Gross-Up. All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless such deduction
or withholding is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, then in effect.
If a party is so required to deduct or withhold, then that party ("X")
will:--
(1) promptly notify the other party ("Y") of such requirement;
(2) pay to the relevant authorities the full amount required to
be deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid by X to Y under
this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such
amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y, evidencing
such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
to the payment to which Y is otherwise entitled under this Agreement,
such additional amount as is necessary to ensure that the net amount
actually received by Y (free and clear of Indemnifiable Taxes, whether
assessed against X or Y) will equal the full amount Y would have
received had no such deduction or withholding been required. However,
X will not be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for:--
(A) the failure by Y to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure would
not have occurred but for (I) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or
after the date on which a Transaction is entered into (regardless
of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.
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(ii) Liability. If:-
(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, to make any
deduction or withholding in respect of which X would not be required
to pay an additional amount to Y under Section 2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly
against X,
then, except to the extent Y has satisfied or then satisfies the
liability resulting from such Tax, Y will promptly pay to X the amount
of such liability (including any related liability for interest, but
including any related liability for penalties only if Y has failed to
comply with or perform any agreement contained in Section 4(a)(i),
4(a)(iii) or 4(d)).
(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.
3. Representations
Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:--
(a) Basic Representations.
(i) Status. It is duly organized and validly existing under the laws of
the jurisdiction of its Organization or incorporation and, if relevant
under such laws, in good standing;
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(ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this Agreement that
it is required by this Agreement to deliver and to perform its obligations
under this Agreement and any obligations it has under any Credit Support
Document to which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;
(iii) No Violation or Conflict. Such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other
agency of government applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its assets;
(iv) Consents. All governmental and other consents that are required to
have been obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party have been obtained and are in full
force and effect and all conditions of any such consents have been complied
with; and
(v) Obligations Binding. Its obligations under this Agreement and any
Credit Support Document to which it is a party constitute its legal, valid
and binding obligations, enforceable in accordance with their respective
terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and
subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in
equity or at law)).
(b) Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.
(c) Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.
(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.
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(e) Payer Tax Representation. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.
(f) Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.
4. Agreements
Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--
(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--
(i) any forms, documents or certificates relating to taxation specified in
the Schedule or any Confirmation;
(ii) any other documents specified in the Schedule or any Confirmation;
and
(iii) upon reasonable demand by such other party, any form or document
that may be required or reasonably requested in writing in order to allow
such other party or its Credit Support Provider to make a payment under
this Agreement or any applicable Credit Support Document without any
deduction or withholding for or on account of any Tax or with such
deduction or withholding at a reduced rate (so long as the completion,
execution or submission of such form or document would not materially
prejudice the legal or commercial position of the party in receipt of such
demand), with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be executed and
to be delivered with any reasonably required certification,
in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.
(b) Maintain Authorizations. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.
(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to
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perform its obligations under this Agreement or any Credit Support Document to
which it is a party.
(d) Tax Agreement. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.
(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.
5. Events of Default and Termination Events
(a) Events of Default. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--
(i) Failure to Pay or Deliver. Failure by the party to make, when due,
any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
required to be made by it if such failure is not remedied on or before the
third Local Business Day after notice of such failure is given to the
party;
(ii) Breach of Agreement. Failure by the party to comply with or perform
any agreement or obligation (other than an obligation to make any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
notice of a Termination Event or any agreement or obligation under Section
4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
in accordance with this Agreement if such failure is not remedied on or
before the thirtieth day after notice of such failure is given to the
party;
(iii) Credit Support Default.
(1) Failure by the party or any Credit Support Provider of such
party to comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with any Credit Support
Document if such failure is continuing after any applicable grace
period has elapsed;
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(2) the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support Document to
be in full force and effect for the purpose of this Agreement (in
either case other than in accordance with its terms) prior to the
satisfaction of all obligations of such party under each Transaction
to which such Credit Support Document relates without the written
consent of the other party; or
(3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or challenges
the validity of, such Credit Support Document;
(iv) Misrepresentation. A representation (other than a representation
under Section 3(e) or (f)) made or repeated or deemed to have been made or
repeated by the party or any Credit Support Provider of such party in this
Agreement or any Credit Support Document proves to have been incorrect or
misleading in any material respect when made or repeated or deemed to have
been made or repeated;
(v) Default under Specified Transaction. The party, any Credit Support
Provider of such party or any applicable Specified Entity of such party (1)
defaults under a Specified Transaction and, after giving effect to any
applicable notice requirement or grace period, there occurs a liquidation
of, an acceleration of obligations under, or an early termination of, that
Specified Transaction, (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or delivery due
on the last payment, delivery or exchange date of, or any payment on early
termination of, a Specified Transaction (or such default continues for at
least three Local Business Days if there is no applicable notice
requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is
taken by any person or entity appointed or empowered to operate it or act
on its behalf);
(vi) Cross Default. If "Cross Default" is specified in the Schedule as
applying to the party, the occurrence or existence of (1) a default, event
of default or other similar condition or event (however described) in
respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually
or collectively) in an aggregate amount of not less than the applicable
Threshold Amount (as specified in the Schedule) which has resulted in such
Specified Indebtedness becoming, or becoming capable at such time of being
declared, due and payable under such agreements or instruments, before it
would otherwise have been due and payable or (2) a default by such party,
such Credit Support Provider or such Specified Entity (individually or
collectively) in making one or more payments on the due date thereof in an
aggregate amount of not less than the applicable Threshold
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Amount under such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);
(vii) Bankruptcy. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party:--
(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable to pay its
debts or fails or admits in writing its inability generally to pay its
debts as they become due; (3) makes a general assignment, arrangement
or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors'
rights, or a petition is presented for its winding-up or liquidation,
and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding-up or liquidation or
(B) is not dismissed, discharged, stayed or restrained in each case
within 30 days of the institution or presentation thereof; (5) has a
resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or
merger); (6) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee,
custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or
substantially all its assets or has a distress, execution, attachment,
sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party
maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7)
(inclusive); or (9) takes any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the foregoing
acts; or
(viii) Merger Without Assumption. The party or any Credit Support Provider
of such party consolidates or amalgamates with, or merges with or into, or
transfers all or substantially all its assets to, another entity and, at
the time of such consolidation, amalgamation, merger or transfer:--
(1) the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit Support
Provider under this Agreement or any Credit Support Document to which
it or its predecessor was a party by
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operation of law or pursuant to an agreement reasonably satisfactory
to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to extend
(without the consent of the other party) to the performance by such
resulting, surviving or transferee entity of its obligations under
this Agreement.
(b) Termination Events. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--
(i) Illegality. Due to the adoption of, or any change in, any applicable
law after the date on which a Transaction is entered into, or due to the
promulgation of, or any change in, the interpretation by any court,
tribunal or regulatory authority with competent jurisdiction of any
applicable law after such date, it becomes unlawful (other than as a result
of a breach by the party of Section 4(b)) for such party (which will be the
Affected Party):--
(1) to perform any absolute or contingent obligation to make a
payment or delivery or to receive a payment or delivery in respect of
such Transaction or to comply with any other material provision of
this Agreement relating to such Transaction; or
(2) to perform, or for any Credit Support Provider of such party
to perform, any contingent or other obligation which the party (or
such Credit Support Provider) has under any Credit Support Document
relating to such Transaction;
(ii) Tax Event. Due to (x) any action taken by a taxing authority, or
brought in a court of competent jurisdiction, on or after the date on which
a Transaction is entered into (regardless of whether such action is taken
or brought with respect to a party to this Agreement) or (y) a Change in
Tax Law, the party (which will be the Affected Party) will, or there is a
substantial likelihood that it will, on the next succeeding Scheduled
Payment Date (1) be required to pay to the other party an additional amount
in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
payment from which an amount is required to be deducted or withheld for or
on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be
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paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason
of Section 2(d)(i)(4)(A) or (B));
(iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
succeeding Scheduled Payment Date will either (1) be required to pay an
additional amount in respect of an Indemnifiable Tax under Section
2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the
other party is not required to pay an additional amount (other than by
reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
party consolidating or amalgamating with, or merging with or into, or
transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event
described in Section 5(a)(viii);
(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
in the Schedule as applying to the party, such party ("X"), any Credit
Support Provider of X or any applicable Specified Entity of X consolidates
or amalgamates with, or merges with or into, or transfers all or
substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is
materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will
be the Affected Party); or
(v) Additional Termination Event. If any "Additional Termination Event"
is specified in the Schedule or any Confirmation as applying, the
occurrence of such event (and, in such event, the Affected Party or
Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).
(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.
6. Early Termination
(a) Right to Terminate Following Event of Default. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon
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the occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8),
and as of the time immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(4)
or, to the extent analogous thereto, (8).
(b) Right to Terminate Following Termination Event.
(i) Notice. If a Termination Event occurs, an Affected Party will,
promptly upon becoming aware of it, notify the other party, specifying the
nature of that Termination Event and each Affected Transaction and will
also give such other information about that Termination Event as the other
party may reasonably require.
(ii) Transfer to Avoid Termination Event. If either an Illegality under
Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
Affected Party, the Affected Party will, as a condition to its right to
designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss,
excluding immaterial, incidental expenses) to transfer within 20 days after
it gives notice under Section 6(b)(i) all its rights and obligations under
this Agreement in respect of the Affected Transactions to another of its
Offices or Affiliates so that such Termination Event ceases to exist.
If the Affected Party is not able to make such a transfer it will give
notice to the other party to that effect within such 20 day period,
whereupon the other party may effect such a transfer within 30 days after
the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be subject to
and conditional upon the prior written consent of the other party, which
consent will not be withheld if such other party's policies in effect at
such time would permit it to enter into transactions with the transferee on
the terms proposed.
(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
Tax Event occurs and there are two Affected Parties, each party will use
all reasonable efforts to reach agreement within 30 days after notice
thereof is given under Section 6(b)(i) on action to avoid that Termination
Event.
(iv) Right to Terminate. If:--
(1) a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected with
respect to all Affected
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Transactions within 30 days after an Affected Party gives notice under
Section 6(b)(i); or
(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
Merger or an Additional Termination Event occurs, or a Tax Event Upon
Merger occurs and the Burdened Party is not the Affected Party,
either party in the case of an Illegality, the Burdened Party in the case
of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
or an Additional Termination Event if there is more than one Affected
Party, or the party which is not the Affected Party in the case of a Credit
Event Upon Merger or an Additional Termination Event if there is only one
Affected Party may, by not more than 20 days notice to the other party and
provided that the relevant Termination Event is then continuing, designate
a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.
(c) Effect of Designation.
(i) If notice designating an Early Termination Date is given under Section
6(a) or (b), the Early Termination Date will occur on the date so
designated, whether or not the relevant Event of Default or Termination
Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early Termination
Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
respect of the Terminated Transactions will be required to be made, but
without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be determined
pursuant to Section 6(e).
(d) Calculations.
(i) Statement. On or as soon as reasonably practicable following the
occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will
provide to the other party a statement (1) showing, in reasonable detail,
such calculations (including all relevant quotations and specifying any
amount payable under Section 6(e)) and (2) giving details of the relevant
account to which any amount payable to it is to be paid. In the absence of
written confirmation from the source of a quotation obtained in determining
a Market Quotation, the records of the party obtaining such quotation will
be conclusive evidence of the existence and accuracy of such quotation.
(ii) Payment Date. An amount calculated as being due in respect of any
Early Termination Date under Section 6(e) will be payable on the day that
notice of the
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amount payable is effective (in the case of an Early Termination Date which
is designated or occurs as a result of an Event of Default) and on the day
which is two Local Business Days after the day on which notice of the
amount payable is effective (in the case of an Early Termination Date which
is designated as a result of a Termination Event). Such amount will be paid
together with (to the extent permitted under applicable law) interest
thereon (before as well as after judgment) in the Termination Currency,
from (and including) the relevant Early Termination Date to (but excluding)
the date such amount is paid, at the Applicable Rate. Such interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.
(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.
(i) Events of Default. If the Early Termination Date results from an
Event of Default:--
(1) First Method and Market Quotation. If the First Method and
Market Quotation apply, the Defaulting Party will pay to the Non-
defaulting Party the excess, if a positive number, of (A) the sum of
the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
over (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party.
(2) First Method and Loss. If the First Method and Loss apply,
the Defaulting Party will pay to the Non-defaulting Party, if a
positive number, the Non-defaulting Party's Loss in respect of this
Agreement.
(3) Second Method and Market Quotation. If the Second Method and
Market Quotation apply, an amount will be payable equal to (A) the sum
of the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
less (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party. If that amount is a positive number,
the Defaulting Party will pay it to the Non-defaulting Party; if it is
a negative number, the Non-defaulting Party will pay the absolute
value of that amount to the Defaulting Party.
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<PAGE>
(4) Second Method and Loss. If the Second Method and Loss
apply, an amount will be payable equal to the Non-defaulting Party's
Loss in respect of this Agreement. If that amount is a positive
number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the
absolute value of that amount to the Defaulting Party.
(ii) Termination Events. If the Early Termination Date results from a
Termination Event:--
(1) One Affected Party. If there is one Affected Party, the
amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if
Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be
references to the Affected Party and the party which is not the
Affected Party, respectively, and, if Loss applies and fewer than all
the Transactions are being terminated, Loss shall be calculated in
respect of all Terminated Transactions.
(2) Two Affected Parties. If there are two Affected Parties:--
(A) if Market Quotation applies, each party will determine
a Settlement Amount in respect of the Terminated Transactions,
and an amount will be payable equal to (I) the sum of (a) one-
half of the difference between the Settlement Amount of the party
with the higher Settlement Amount ("X") and the Settlement Amount
of the party with the lower Settlement Amount ("Y") and (b) the
Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and
(B) if Loss applies, each party will determine its Loss in
respect of this Agreement (or, if fewer than all the Transactions
are being terminated, in respect of all Terminated Transactions)
and an amount will be payable equal to one-half of the difference
between the Loss of the party with the higher Loss ("X") and the
Loss of the party with the lower Loss ("Y").
If the amount payable is a positive number, Y will pay it to X; if it is a
negative number, X will pay the absolute value of that amount to Y.
(iii) Adjustment for Bankruptcy. In circumstances where an Early
Termination Date occurs because "Automatic Early Termination" applies in
respect of a party, the amount determined under this Section 6(e) will be
subject to such adjustments as are
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<PAGE>
appropriate and permitted by law to reflect any payments or deliveries made
by one party to the other under this Agreement (and retained by such other
party) during the period from the relevant Early Termination Date to the
date for payment determined under Section 6(d)(ii).
(iv) Pre-Estimate. The parties agree that if Market Quotation applies an
amount recoverable under this Section 6(e) is a reasonable pre-estimate of
loss and not a penalty. Such amount is payable for the loss of bargain and
the loss of protection against future risks and except as otherwise
provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.
7. Transfer
Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--
(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of
all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement); and
(b) a party may make such a transfer of all or any part of its
interest in any amount payable to it from a Defaulting Party under Section
6(e).
Any purported transfer that is not in compliance with this Section will be void.
8. Contractual Currency
(a) Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency other
than the Contractual Currency, except to the extent such tender results in the
actual receipt by the party to which payment is owed, acting in a reasonable
manner and in good faith in converting the currency so tendered into the
Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required to
make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to
compensate for the shortfall. If for any reason the amount in the Contractual
Currency so
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<PAGE>
received exceeds the amount in the Contractual Currency payable in respect of
this Agreement, the party receiving the payment will refund promptly the amount
of such excess.
(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.
(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.
(d) Evidence of Loss. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.
9. Miscellaneous
(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.
(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.
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<PAGE>
(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.
(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.
(e) Counterparts and Confirmations.
(i) This Agreement (and each amendment, modification and waiver in respect
of it) may be executed and delivered in counterparts (including by
facsimile transmission), each of which will be deemed an original.
(ii) The parties intend that they are legally bound by the terms of each
Transaction from the moment they agree to those terms (whether orally or
otherwise). A Confirmation shall be entered into as soon as practicable
and may be executed and delivered in counterparts (including by facsimile
transmission) or be created by an exchange of telexes or by an exchange of
electronic messages on an electronic messaging system, which in each case
will be sufficient for all purposes to evidence a binding supplement to
this Agreement. The parties will specify therein or through another
effective means that any such counterpart, telex or electronic message
constitutes a Confirmation.
(f) No Waiver of Rights. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.
(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.
10. Offices; Multibranch Parties
(a) If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organization of such party, the
obligations of such party are the same as if it had entered into
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the Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.
(b) Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction without the
prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.
11. Expenses
A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support Document
to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.
12. Notices
(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--
(i) if in writing and delivered in person or by courier, on the date it is
delivered;
(ii) if sent by telex, on the date the recipient's answerback is received;
(iii) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form (it
being agreed that the burden of proving receipt will be on the sender and
will not be met by a transmission report generated by the sender's
facsimile machine);
(iv) if sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is delivered
or its delivery is attempted; or
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<PAGE>
(v) if sent by electronic messaging system, on the date that electronic
message is received,
unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.
(b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.
13. Governing Law and Jurisdiction
(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.
(b) Jurisdiction. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--
(i) submits to the jurisdiction of the English courts, if this Agreement
is expressed to be governed by English law, or to the non-exclusive
jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City, if
this Agreement is expressed to be governed by the laws of the State of New
York; and
(ii) waives any objection which it may have at any time to the laying of
venue of any Proceedings brought in any such court, waives any claim that
such Proceedings have been brought in an inconvenient forum and further
waives the right to object, with respect to such Proceedings, that such
court does not have any jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or re-
enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.
(c) Service of Process. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any
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Proceedings. If for any reason any party's Process Agent is unable to act as
such, such party will promptly notify the other party and within 30 days appoint
a substitute process agent acceptable to the other party. The parties
irrevocably consent to service of process given in the manner provided for
notices in Section 12. Nothing in this Agreement will affect the right of either
party to serve process in any other manner permitted by law.
(d) Waiver of Immunities. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.
14. Definitions
As used in this Agreement:--
"Additional Termination Event" has the meaning specified in Section 5(b).
----------------------------
"Affected Party" has the meaning specified in Section 5(b).
--------------
"Affected Transactions" means (a) with respect to any Termination Event
---------------------
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.
"Affiliate" means, subject to the Schedule, in relation to any person, any
---------
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.
"Applicable Rate" means:--
---------------
(a) in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
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(b) in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;
(c) in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-
default Rate; and
(d) in all other cases, the Termination Rate.
"Burdened Party" has the meaning specified in Section 5(b).
--------------
"Change in Tax Law" means the enactment, promulgation, execution or
-----------------
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.
"consent" includes a consent, approval, action, authorization, exemption,
-------
notice, filing, registration or exchange control consent.
"Credit Event Upon Merger" has the meaning specified in Section 5(b).
------------------------
"Credit Support Document" means any agreement or instrument that is
-----------------------
specified as such in this Agreement.
"Credit Support Provider" has the meaning specified in the Schedule.
-----------------------
"Default Rate" means a rate per annum equal to the cost (without proof or
------------
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.
"Defaulting Party" has the meaning specified in Section 6(a).
----------------
"Early Termination Date" means the date determined in accordance with
----------------------
Section 6(a) or 6(b)(iv).
"Event of Default" has the meaning specified in Section 5(a) and, if
----------------
applicable, in the Schedule.
"Illegality" has the meaning specified in Section 5(b).
----------
"Indemnifiable Tax" means any Tax other than a Tax that would not be
-----------------
imposed in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of
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<PAGE>
such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person being or
having been a citizen or resident of such jurisdiction, or being or having been
organized, present or engaged in a trade or business in such jurisdiction, or
having or having had a permanent establishment or fixed place of business in
such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document).
"law" includes any treaty, law, rule or regulation (as modified, in the
---
case of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.
------ --------
"Local Business Day" means, subject to the Schedule, a day on which
------------------
commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined pursuant
to provisions contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant account is
located and, if different, in the principal financial center, if any, of the
currency of such payment, (c) in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), in the city specified in
the address for notice provided by the recipient and, in the case of a notice
contemplated by Section 2(b), in the place where the relevant new account is to
be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations
for performance with respect to such Specified Transaction.
"Loss" means, with respect to this Agreement or one or more Terminated
----
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-
of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.
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"Market Quotation" means, with respect to one or more Terminated
----------------
Transactions and a party making the determination, an amount determined on the
basis of quotations from Reference Market-makers. Each quotation will be for an
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation
will be the quotation remaining after disregarding the highest and lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.
"Non-default Rate" means a rate per annum equal to the cost (without proof
----------------
or evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.
"Non-defaulting Party" has the meaning specified in Section 6(a).
--------------------
"Office" means a branch or office of a party, which may be such party's
------
head or home office.
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"Potential Event of Default" means any event which, with the giving of
--------------------------
notice or the lapse of time or both, would constitute an Event of Default.
"Reference Market-makers" means four leading dealers in the relevant market
-----------------------
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.
"Relevant Jurisdiction" means, with respect to a party, the jurisdictions
---------------------
(a) in which the party is incorporated, organized, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.
"Scheduled Payment Date" means a date on which a payment or delivery is to
----------------------
be made under Section 2(a)(i) with respect to a Transaction.
"Set-off" means set-off, offset, combination of accounts, right of
-------
retention or withholding or similar right or requirement to which the payer of
an amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised by,
or imposed on, such payer.
"Settlement Amount" means, with respect to a party and any Early
-----------------
Termination Date, the sum of:--
(a) the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or group of
Terminated Transactions for which a Market Quotation is determined; and
(b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making the
determination) produce a commercially reasonable result.
"Specified Entity" has the meaning specified in the Schedule.
----------------
"Specified Indebtedness" means, subject to the Schedule, any obligation
----------------------
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.
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<PAGE>
"Specified Transaction" means, subject to the Schedule, (a) any transaction
---------------------
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.
"Stamp Tax" means any stamp, registration, documentation or similar tax.
---------
"Tax" means any present or future tax, levy, impost, duty, charge,
---
assessment or fee of any nature (including interest, penalties and additions
thereto) that is imposed by any government or other taxing authority in respect
of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.
"Tax Event" has the meaning specified in Section 5(b).
---------
"Tax Event Upon Merger" has the meaning specified in Section 5(b).
---------------------
"Terminated Transactions" means with respect to any Early Termination Date
-----------------------
(a) if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).
"Termination Currency" has the meaning specified in the Schedule.
--------------------
"Termination Currency Equivalent" means, in respect of any amount
-------------------------------
denominated in the Termination Currency, such Termination Currency amount and,
in respect of any amount denominated in a currency other than the Termination
Currency (the "Other Currency"), the amount in the Termination Currency
determined by the party making the relevant determination as being required to
purchase such amount of such Other Currency as at the relevant Early Termination
Date, or, if the relevant Market Quotation or Loss (as the case may be), is
determined as of a later date, that later date, with the Termination Currency at
the rate equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary
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<PAGE>
for the determination of such a rate for the purchase of such Other Currency for
value on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination under
Section 6(e), be selected in good faith by that party and otherwise will be
agreed by the parties.
"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
-----------------
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.
"Termination Rate" means a rate per annum equal to the arithmetic mean of
----------------
the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.
"Unpaid Amounts" owing to any party means, with respect to an Early
--------------
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become payable
but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination
Date and (b) in respect of each Terminated Transaction, for each obligation
under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have
been) required to be delivered as of the originally scheduled date for delivery,
in each case together with (to the extent permitted under applicable law)
interest, in the currency of such amounts, from (and including) the date such
amounts or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the
party obliged to make the determination under Section 6(e) or, if each party is
so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties.
-27-
<PAGE>
IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.
Bankers Trust Company, not in its
individual capacity, but solely as
Trustee for People's Bank Credit Goldman Sachs Mitsui Marine
Card Master Trust Derivative Products, L.P.
- -------------------------------------- -----------------------------
(Name of Party) (Name of Party)
By: GSMMDPGP, Inc.
General Partners
By: /s/ Peter Becker By: /s/ C. Douglas Fuge
----------------------------------- --------------------------
Name: Peter Becker Name: C. Douglas Fuge
Title: Assistant Vice President Title: Treasurer
Date: Date:
-28-
<PAGE>
SCHEDULE
to the
MASTER AGREEMENT
Dated as of September 29, 1999
between
BANKERS TRUST COMPANY, a New York banking corporation,
not in its individual capacity, but solely as Trustee
("Party A"), for PEOPLE'S BANK CREDIT CARD
MASTER TRUST (the "Trust")
and
GOLDMAN SACHS MITSUI MARINE
DERIVATIVE PRODUCTS, L.P.,
a limited partnership organized under
the laws of the State of Delaware
("Party B").
PART 1
Termination Provisions
----------------------
(a) "Specified Entity" means in relation to Party A for the purpose of:
Section 5(a)(v), none.
Section 5(a)(vi), none.
Section 5(a)(vii), none.
Section 5(b)(iv), none.
-1-
<PAGE>
and in relation to Party B for the purpose of:
Section 5(a)(v), none.
Section 5(a)(vi), none.
Section 5(a)(vii), none.
Section 5(b)(iv), none.
(b) "Specified Transaction" will have the meaning specified in Section 14.
(c) The "Cross-Default" provisions of Section 5(a)(vi) will not apply to
Party A or Party B.
(d) Section 5(a)(vii) is hereby amended by: (i) adding in Clause (1)
thereof (third line) after the word "amalgamation" the word ", succession"; (ii)
adding in Clause (1) thereof (third line) after the word "merger" and before the
closed parenthetical the words "or, in the case of Party B, any Credit Support
Provider of Party B, or any applicable Specified Entity of Party B (as the case
may be), reconstitution, reformation, incorporation, or admission or withdrawal
of a partner"; (iii) adding in Clause (5) thereof (fourteenth line) after the
word "amalgamation" the word ", succession" and (iv) adding in clause (5)
thereof (fourteenth line) after the word "merger" and before the closed
parenthetical the words "or, in the case of Party B, any Credit Support Provider
of Party B, or any applicable Specified Entity of Party B (as the case may be),
reconstitution, reformation, or incorporation".
(e) Section 5(a)(viii) is hereby amended by:
(i) deleting the introductory paragraph in its entirety and replacing
it with the following:
The party or any Credit Support Provider of such party consolidates or
amalgamates with, or merges with or into, or transfers all or
substantially all its assets to, or reorganizes, incorporates,
reincorporates, reconstitutes or reforms into or as, another entity
and, at the time of such consolidation, amalgamation, merger,
transfer, reorganization, incorporation, reincorporation,
reconstitution, reformation or succession:
(ii) deleting in Clause (1) thereof (fourth line) the words "or
transferee" and replacing them with the words "transferee or successor";
and (iii) deleting in Clause (2) thereof (ninth line) the words "or
transferee" and replacing them with the words "transferee or successor".
(f) "Credit Event Upon Merger" has the meaning specified in Section
5(b)(iv); "Credit Event Upon Merger", applies to Party B but not to Party A.
-2-
<PAGE>
Section 5(b)(iv) is hereby amended by deleting it in its entirety and
replacing it with the following:
(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party ("X"),
any Credit Support Provider of X or any applicable Specified Entity of
X consolidates or amalgamates with, or merges into, or transfers all
or substantially all its assets to, or reorganizes, incorporates,
reincorporates, reconstitutes, or reforms into or as, or receives all
or substantially all of the assets and/or liabilities or obligations
of, another entity, or X, such Credit Support Provider, or such
Specified Entity (as the case may be) effects a recapitalization,
liquidating dividend, leveraged buy-out, other similar highly-
leveraged transaction, redemption of indebtedness, or stock buy-back
or similar call on equity, and such action does not constitute an
event described in Section 5(a)(viii) but the creditworthiness of X,
such Credit Support Provider, or such Specified Entity (as the case
may be) or any resulting, surviving, transferee, reorganized,
reconstituted, reformed, recapitalized or successor entity is
materially weaker than that of X, such Credit Support Provider, or
such Specified Entity (as the case may be) immediately prior to such
action (and, in such event, X or any resulting, surviving, transferee,
reorganized, reconstituted, reformed, recapitalized, or successor
entity, as appropriate, will be the Affected Party); or
"Materially weaker" as such term is used in Section 5(b)(iv) means
that the resulting, surviving or transferee entity has suffered a Downgrade (as
defined herein except that the resulting, surviving or transferee entity will
replace Party B within the Downgrade definition).
(g) The "Automatic Early Termination" provision of Section 6(a) will not
apply to Party A or Party B.
(h) Payments on Early Termination. For the purpose of Section 6(e):
(i) Loss will apply; provided, however, that for the avoidance of
-------- -------
doubt, if at any time and so long as Party A shall have satisfied in full
all its payment obligations under Section 2(a)(i) of this Agreement and
shall at the time have no future payment obligations, whether absolute or
contingent, under such Section, then unless Party B is required pursuant to
appropriate proceedings to return to Party A or otherwise returns to Party
A upon demand of Party A any portion of any such payment,(i) if Party A
shall be determining its Loss in respect of any Terminated Transaction,
such Loss shall never be a negative number, and (ii) if Party B shall be
determining its Loss in respect
-3-
<PAGE>
of any Terminated Transaction, such Loss shall never be expressed as a
positive number.
(ii) The Second Method will apply.
(i) "Termination Currency" means United States Dollars.
(j) Additional Termination Event; Credit Downgrade.
(i) If with respect to Party B, the financial program or counterparty
rating (a "Rating") by Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies Inc. ("S&P"), Moody's Investors Service, Inc.
("Moody's") or, in the event that Fitch IBCA, Inc. ("Fitch") rates Party B,
Fitch; (Fitch, S&P and Moody's are collectively referred to herein as the
"Rating Agencies") is withdrawn by any Rating Agency or reduced below AA+
by S&P, Aa3 by Moody's or the Required Fitch Rating (as defined below)(any
such withdrawal or reduction, a "Downgrade"), within 30 days of such
Downgrade, Party B shall notify Party A and the Rating Agencies in writing,
and shall within 30 days of the date of such Downgrade, with the prior
written confirmation of each of the Rating Agencies that such arrangement
will not result in the reduction or withdrawal of the rating of the Series
1999-1 Certificates in effect immediately prior to such Downgrade, at the
expense of Party B, either (x) obtain a substitute cap provider ("X") that
(1) is reasonably acceptable to Party A, (2) has Ratings of at least AA+ by
S&P, at least Aa3 by Moody's and, if rated by Fitch, the Required Fitch
Rating, or has the Specified Ratings, and (3) is acceptable to the Rating
Agencies (which acceptance is evidenced by written confirmations by the
Rating Agencies), and in each case, replace the Transactions outstanding
hereunder with Transactions on identical terms except that X shall be
"Party B", or (y) enter into a "Qualifying Substitute Arrangement" (as
defined below). In the event that Party B fails to satisfy any of its
obligations referred to in this subparagraph (i) within the time period
prescribed, such failure shall constitute an Additional Termination Event
with Party B as the sole Affected Party.
(ii) "Qualifying Substitute Arrangement" shall mean any arrangement
satisfactory to the Rating Agencies (as evidenced by written confirmations
by the Rating Agencies), including, but not limited to, collateral,
guarantees or letters of credit, which arrangement will result in the
Rating Agencies not reducing or withdrawing the rating in effect of the
Series 1999-1 Certificates outstanding immediately prior to the Downgrade.
(iii) "Required Fitch Rating" means in the event that Fitch ever rates
Party B, a counterparty rating of at least AA- by Fitch.
-4-
<PAGE>
(iv) "Specified Ratings" shall mean (A) a long term unsecured debt or
long term certificate of deposit rating of at least Aa3 by Moody's and, if
rated by Fitch, at least AA- by Fitch and (B) a short term unsecured debt
or short term certificate of deposit rating of A-1+ by S&P.
(k) Notwithstanding any provision contained herein, in the Agreement or in
any Confirmation (including any provision relating to Section 2(a)(iii) of the
Agreement regarding Events of Default and Potential Events of Default, Section 5
of the Agreement regarding Events of Default and Termination Events, but
excluding Section 5(b)(i) of the Agreement, or Section 6 of the Agreement
regarding Early Termination), the obligations of Party B contained herein, in
the Agreement or in any Confirmation shall be absolute, unconditional and
irrevocable and all payments required to be made by Party B hereunder, under the
Agreement and under any Confirmation shall be made without offset, counterclaim
or defense.
(l) The first sentence of Section 6(d)(ii) of the Agreement is hereby
modified to read in its entirety as follows: "An amount calculated as being due
in respect of an Early Termination Date under section 6(e) will be payable on
the day that notice of the amount payable is effective."
PART 2
Tax Representations
-------------------
(a) Payer Tax Representations. For the purposes of Section 3(e) of this
Agreement, Party B will make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to Party A under this Agreement.
In making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
of any document provided by the other party contained in Section 4(d) of
this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
-5-
<PAGE>
(b) Payee Tax Representations. For the purposes of Section 3(f) of this
Agreement, Party A makes the following tax representation:
Party A is a U.S. person within the meaning of 7701(a)(30) of the Internal
Revenue Code of 1986, as amended.
PART 3
Agreement to Deliver Documents
------------------------------
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to Form/Document/ Date by which
deliver document Certificate to be delivered
- ------------------- ----------------- ---------------------------------
Party A W-9 for the Trust Upon execution of this Agreement.
(b) Other documents to be delivered are:
<TABLE>
<CAPTION>
Covered by
Party required to Form/Document/ Date by which Section 3(d)
deliver document Certificate to be delivered Representation
- ------------------ ------------------------------- ------------------------- --------------
<S> <C> <C> <C>
Party A A Certificate of an Upon execution of this Yes.
authorized officer of the Agreement.
party, certifying the names,
true signatures and authority
of the officers of the party
signing this Agreement.
Party A An opinion of counsel for Upon execution of this Yes.
Party A. Agreement
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Covered by
Party required to Form/Document/ Date by which Section 3(d)
deliver document Certificate to be delivered Representation
- ------------------ ------------------------------- ------------------------- --------------
<S> <C> <C> <C>
Party B A power of attorney Upon execution of this Yes.
executed by an authorized Agreement.
officer of the party,
authorizing the person or
persons signing this
Agreement to do so on
behalf of the party.
Party B Opinion of counsel to Party Upon execution of this Yes.
B and addressed to Party A, Agreement.
the rating agencies rating the
Certificates issued by the
Trust, covering such other
matters as reasonably
requested by, and
satisfactory to the
addressees.
Party B A copy of the annual audited Upon execution of this Yes.
balance sheet of Party B for Agreement and,
such fiscal year certified by thereafter, if prepared,
independent public upon request of Party
accountants and prepared in A or the Servicer.
accordance with generally
accepted accounting
principles consistently
applied.
Party B A copy of the annual report If prepared, upon Yes.
of The Goldman Sachs execution of this
Group, Inc. Agreement and
thereafter, upon
request of Party A or
the Servicer.
Party B A copy of the Support Upon execution of this Yes.
Agreement. Agreement.
</TABLE>
PART 4
-7-
<PAGE>
Miscellaneous
-------------
(a) Addresses for Notices. For the purpose of Section 12(a) of this
Agreement:
Address for notices or communications to Party A:
Address: Bankers Trust Company, as Trustee
for People's Bank Credit Card
Master Trust
4 Albany Street
New York, New York 10006
Attention: Corporate Trust and Agency Group (People's
Bank Series 1999-1)
Facsimile No.: (212) 250-6439
Telephone No.: (212) 250-6137
(For all purposes)
With copies to the Servicer:
Address: People's Bank
Bridgeport Center
850 Main Street
Bridgeport, Connecticut 06604-4913
Attention: General Counsel and
Interest Rate Risk Manager
Address for notices or communications to Party B:
Address: Goldman Sachs Mitsui Marine
Derivative Products, L.P.
85 Broad Street
New York, New York 10004, U.S.A.
Attention: Swap Administration
Telex No.: 421344 Answerback: GOLSAX
Facsimile No.: 212-902-0996 Telephone No.: 212-902-1000
-8-
<PAGE>
Electronic Messaging System Details: None.
With a copy to:
Address: Goldman Sachs Mitsui Marine
Derivative Products, L.P.
85 Broad Street
New York, New York 10004, U.S.A.
Attention: Treasury Administration
Telex No.: 421344 Answerback: GOLSAX
Facsimile No.: 212-902-3325 Telephone No.: 212-902-1000
Electronic Message System Details: None.
(For all purposes.)
(b) Process Agent. Not applicable.
(c) Multibranch Party. For the purpose of Section 10:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(d) Calculation Agent. The Calculation Agent is Party B, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(e) Credit Support Document. With respect to Party B, (i) the Support
Agreement dated as of October 8, 1993 (the "Support Agreement"), among, Mitsui
Marine and Fire Insurance Co., Ltd., The Goldman Sachs Group, Inc. and Goldman
Sachs Mitsui Marine Derivative Products, L.P. and (ii) each and any Credit
Support Document as may be provided pursuant to paragraph (i) of Part 1 of the
Schedule.
(f) Credit Support Provider. None.
(g) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF
LAW DOCTRINE.
-9-
<PAGE>
(h) "Affiliate" will have the meaning specified in Section 14 of this
Agreement; provided, however, that for purposes of Section 3(c), such term shall
only refer to any Credit Support Provider and/or any party that is a Specified
Entity for Bankruptcy.
(i) Netting of Payments. The limitation set forth in Section 2(c)(ii) of
this Agreement will apply and therefore the netting specified in Section 2(c) of
this Agreement will be limited to the same Transaction.
PART 5
Other Provisions
----------------
(a) Recourse. Notwithstanding anything to the contrary contained in this
Agreement, but subject to paragraph (f) of this Part 5, the obligations of Party
A under this Agreement shall not be recourse to Bankers Trust Company or
People's Bank, a Connecticut capital stock savings bank ("People's Bank"), as
Seller and Servicer under the Pooling and Servicing Agreement (as defined below
under "Capitalized Terms"), or any Class A Certificateholder or Class B
Certificateholder (either, any "Certificateholder") (or any person or
organization acting on behalf of Bankers Trust Company, People's Bank or any
Certificateholder or any affiliate, officer or director of Bankers Trust
Company, People's Bank or any Certificateholder) and, with respect to any
payment obligations of Party A, recourse shall be had solely to the assets of
the Trust.
(b) Limitation of Defaults and Termination. Notwithstanding the terms of
Sections 5 and 6 of this Agreement (i) the occurrence of an event described in
Section 5(a) of this Agreement with respect to Party A shall not constitute an
Event of Default or a Potential Event of Default with respect to Party A as the
Defaulting Party and (ii) Party B shall be entitled to designate an Early
Termination Date pursuant to Section 6 of this Agreement only as a result of the
occurrence of a Termination Event set forth in Section 5(b)(i) or 5(b)(ii) of
this Agreement with respect to Party B as the Affected Party.
(c) Covenant Not to Institute Proceedings. In connection with this
Agreement, Party B hereby covenants and agrees that it will not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state or
any foreign bankruptcy or similar law.
(d) Transfer of Rights. Notwithstanding anything in Section 7 of the
Agreement or any Confirmation to the contrary, Party B hereby agrees and
acknowledges that Party A shall have the right to transfer all or a portion of
its rights to payment from Party B under any Transaction to any Person, provided
that (i) neither party is required to pay to the other party an additional
amount under Section 2(d)(i)(4) or to receive a payment from which an amount is
-10-
<PAGE>
required to be deducted or withheld for or on account of a Tax and no additional
amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) of
the Agreement, or (ii) Party B has given its consent to such transfer (which
consent shall not be unreasonably withheld by Party B). Any transfer pursuant
to this paragraph (d) shall be in accordance with the provisions of Section 4.11
of the Supplement (as defined herein) which include, among other things, the
satisfaction of the Rating Agency Condition. Party B hereby agrees to make such
payments due hereunder as have been transferred to the transferee designated by
Party A and to the account or accounts specified in a written notice to be
provided by Party A to Party B at least 5 Business Days prior to the
effectiveness of such transfer but not more than 30 days prior to the
effectiveness of such transfer.
(e) Successors. Notwithstanding anything in Section 7 of the Agreement,
this Schedule or any Confirmation to the contrary, the terms "Party A" and other
terms with like significance as used in the Agreement or therein shall include
all successors from time to time to Bankers Trust Company, as trustee for the
Trust and no consent of Party B shall be required for any transfer or assignment
to a successor trustee for the Trust.
(f) No Personal Liability. In the absence of gross negligence, willful
misconduct, or bad faith on the part of the Trustee, the Trustee will have no
personal liability for any amounts required to be paid by the Trust under this
Agreement.
(g) Amendment. No amendment, modification or waiver in respect of this
Agreement will be effective unless (i) it is in writing and executed by each of
the parties or confirmed by an exchange of telexes or facsimiles and (ii) except
as waived by the Rating Agencies, the Rating Agencies shall have received at
least 5 days prior written notice of such amendment and have advised in writing
that such amendment will not result in a downgrade or withdrawal of the then-
current rating on the Series 1999-1 Certificates.
(h) Termination at the Option of the Trust. Party A may, upon at least
two Business Days' prior written notice to Party B and the Rating Agencies,
terminate in whole or in part (which termination shall not be deemed to
constitute a Potential Event of Default or Event of Default hereunder) any
Transaction, prior to the related Termination Date, under the Agreement; any
amount paid by Party B in connection with such termination shall be as agreed
between the parties hereto, or if no agreement is reached by 12 noon, New York
City time, on the applicable Early Termination Date, as calculated by Party B
pursuant to Section 6(e)(ii)(1) as if Party A were the sole Affected Party, on
the basis of Market Quotations and Second Method. For the avoidance of doubt,
Market Quotation shall never be expressed as being an amount payable by Party A
to Party B.
(i) Scheduled Payments by Party A. For the avoidance of doubt, Party A
has no payment obligations under Section 2(a)(i) of the Agreement other than
those specified as the Fixed Amounts in the Confirmations described in paragraph
(j) below.
-11-
<PAGE>
(j) Transactions. This Agreement and all Transactions relate to the
Trust's Series 1999-1 Certificates, and unless otherwise agreed to in writing by
the parties hereto, the only Transactions governed hereby shall be the two
Transactions evidenced by the Confirmations dated September 29, 1999, and
attached as Exhibit A hereto, as such Confirmations are modified from time to
time.
(k) Transfer. Section 7 is hereby amended by: (i) adding in the second
line of Subparagraph (a) thereof after the words "assets to," the works "or
reorganization, incorporation, reincorporation, reconstitution, or reformation
into or as"; (ii) deleting at the end of Subparagraph (a) thereof the word
"and"; (iv) deleting in the second line of Subparagraph (b) thereof the period
and replacing it with a semicolon; and (v) adding after Subparagraph (b) thereof
the following Subparagraph (c):
(c) in addition to, and not in lieu of, the preceding transfer
rights, Party B may, at its sole cost and expense, transfer all of its
rights, obligations and interests in this Agreement, to any of Party
B's Affiliates or any of the Affiliates of The Goldman Sachs Group,
Inc., provided that: (i) such transferee (or if such transferee's
obligations are guaranteed by a Credit Support Provider, such Credit
Support Provider) must have Ratings of at least AA+ by S&P, at least
Aa3 by Moody's and, if rated by Fitch, the Fitch Required Rating, or
have the Specified Ratings, (ii) Party B shall have obtained the prior
written confirmation of the Rating Agencies that such transfer will
not result in the reduction or withdrawal of the rating of the Series
1999-1 Certificates in effect immediately prior to such transfer,
(iii) neither party is required to pay to the other party an
additional amount under Section 2(d)(i)(4) or to receive a payment
from which an amount is required to be deducted or withheld for or on
account of a Tax and no additional amount is required to be paid in
respect of such Tax under Section 2(d)(i)(4) of the Agreement, (iv)
such transfer will not result in a Potential Event of Default, Event
of Default or Termination Event, (v) Party B pays the costs and
expenses described below and (vi) all documentation (including any
guaranty) is acceptable to Party A. Party B agrees to pay for all
costs and expenses incurred by Party A, the Trust and the Trustee in
connection with any proposed transfer by Party B and with the review,
negotiation and execution and delivery of any documentation relating
to such transfer and any modifications to this Agreement as a result
of such transfer.
-12-
<PAGE>
Upon the effectiveness of such transfer by Party B in accordance with this
Part 5(k), the transferor will be released from all obligations and have no
further rights or obligations under this Agreement.
(l) Capitalized Terms. Capitalized terms not otherwise defined herein or
in the Definitions shall have the meanings assigned to them in the Amended and
Restated Pooling and Servicing Agreement, dated as of March 18, 1997 (amending
and restating in the entirety, the Pooling and Servicing Agreement dated as of
June 1, 1993), by and between People's Bank as Seller and Servicer, and Party A,
as amended from time to time, as supplemented by the Series 1999-1 Supplement,
dated as of September 29, 1999 (the "Supplement") (as so supplemented, the
"Pooling and Servicing Agreement").
(m) Waiver of Jury Trial. Each party hereto hereby irrevocably waives any
and all right to trial by jury in any Proceedings.
(n) Representations and Warranties.
(i) Section 3(a)(ii) is hereby amended by: (i) deleting in the fifth
line thereof after the word "party" the word "and" and replacing it with ",
it"; (ii) inserting in the fifth line thereof after the word "action" the
words "and has made all necessary determinations and findings"; and (iii)
adding in the fifth line thereof after the word "performance" and before
the semicolon the words "and the individual(s) executing and delivering
this Agreement and any other documentation (including any Credit Support
Document) relating to this Agreement to which it is a party or that it is
required to deliver are duly empowered and authorized to do so, and it has
duly executed and delivered this Agreement and any Credit Support Document
to which it is a party".
(ii) Section 3(a) is amended by adding the following paragraph (vii):
"(vii) Eligible Swap Participant. It is an "eligible swap
participant" as that term is defined by the United States Commodity
Futures Trading Commission in 17 C.F.R. (S) 35.1(b)(2) and it has
entered into this Agreement and it is entering into each Transaction
in connection with its line of business (including financial
intermediation services) or the financing of its business; and the
material terms of this Agreement and such Transaction have been
individually tailored and negotiated."
(o) No Reliance. This Agreement and each Transaction have been entered
into by each party in reliance only upon its judgment, in order to accomplish
legitimate business needs. Neither party holds itself out as advising, or any of
its employees or agents as having any authority to advise, the other party as to
whether or not it should enter into this Agreement or any Transaction. Neither
party is receiving any compensation from the other party for providing advice in
respect of this Agreement or any Transaction, and any such advice
-13-
<PAGE>
provided to such other party will not form the primary basis for an investment
decision by such other party.
(p) Notice by Facsimile. In addition to the methods outlined in Section
12(a), notices and communications (other than for the purposes of Section
13(c)), may also be sent by telecopier at the numbers specified in Part 4 of
this Schedule. Promptly after giving any such notice or communication, the
sender shall also confirm the notice or communication by telephone at the number
and to the attention of the party specified in Part 4 of this Schedule. Provided
that such telephonic confirmation is made promptly, a notice or communication
sent via telecopier will be effective upon receipt.
(q) Consent to Recording. The parties agree that each may electronically
record all telephonic conversations between them and that any such recordings
may be submitted in evidence to any court or in any Proceedings for the purpose
of establishing any matters pertinent to any Transaction.
(r) Confirmation. Each Confirmation supplements, forms part of, and will
be read and construed as one with, this Agreement.
(s) Accuracy of Specified Information. Section 3(d) is hereby amended by
adding in the third line thereof after the word "respect" and before the period
the words "or, in the case of audited or unaudited financial statements or
balance sheets, a fair presentation of the financial condition of the relevant
person".
(t) "Form W-9" means United States Internal Revenue Service Form W-9 or
any successor form.
(u) Reference Market-makers. The definition of "Reference Market-makers"
in Section 14 is hereby amended by adding in the fourth line thereof after the
word "credit" the words "or to enter into transactions similar in nature to
Transactions".
(v) Without limiting the applicability of any other provision of the U.S.
Bankruptcy Code as amended (the "Bankruptcy Code") (including without limitation
Sections 362, 546, 556, and 560 thereof and the applicable definitions in
Section 101 thereof), the parties acknowledge and agree that all Transactions
entered into hereunder will constitute "forward contracts" or "swap agreements"
as defined in Section 101 of the Bankruptcy Code, that the rights of the parties
under Section 6 of this Agreement will constitute contractual rights to
liquidate Transactions, that any margin or collateral provided under any margin,
collateral, security or similar agreement related hereto will constitute a
"margin payment" as defined in Section 101 of the Bankruptcy Code, and that the
parties are entitled to the rights under, and protections afforded by, Sections
263, 546, 556, and 560 of the Bankruptcy Code.
-14-
<PAGE>
(w) Limitation of Liability. It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by Bankers
Trust Company, not individually or personally but solely as Trustee, in the
exercise of the powers and authority conferred and vested in it, and (b) nothing
herein contained shall be construed as creating any liability on Bankers Trust
Company, individually or personally other than solely in its capacity as
Trustee, to perform any covenant either expressed or implied as Trustee, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties who are signatories to
this agreement and by any person claiming by, through or under such parties.
(x) Notice of Potential Event of Default or Event of Default. Party B
shall provide prompt notice to Party A and the Rating Agencies (at the addresses
designated by Party A) of each Event of Default or Potential Event of Default
with respect to Party B; provided, that failure to provide such notice shall
--------
not, by itself, be an Event of Default.
(y) Transfer; Rating Agency Condition. Any transfer of this Agreement or
any interest under this Agreement by any Party will be subject to, in addition
to the satisfaction of any other conditions that may be required by this
Agreement, the Rating Agency Condition to be satisfied. "Rating Agency
Condition" means with respect to any proposed action, that the Trustee shall
have received written confirmation from the Rating Agencies that such actions
will not result in a reduction or withdrawal by the Rating Agencies of the then
current ratings on any class of rated Certificates.
[Rest of page intentionally left blank.]
-15-
<PAGE>
IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
BANKERS TRUST COMPANY, not in its GOLDMAN SACHS MITSUI MARINE
individual capacity but solely as DERIVATIVE PRODUCTS, L.P.
Trustee for People's Bank Credit
Card Master Trust By: GSMMDPGP, Inc.,
General Partner
By: /s/ Peter Becker By: /s/ C. Douglas Fuge
------------------------- -------------------------
Name: Peter Becker Name: C. Douglas Fuge
Title: Assistant Vice President Title: Treasurer
DATE: September 29, 1999 DATE: September 29, 1999
-16-
<PAGE>
CONFIRMATION
------------
Date: September 29, 1999
To: BANKERS TRUST COMPANY,
not in its individual
capacity, but solely as
Trustee for PEOPLE'S BANK
CREDIT CARD MASTER TRUST
Attention: Structured Finance Group
From: GOLDMAN-SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P. (the "Cap
Provider")
Transaction
Reference Number: NUUC90905091000A
The purpose of this letter agreement is to set forth the terms and
conditions of the Transaction entered into between us. This letter constitutes
a "Confirmation" as referred to in the Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
(a) This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement dated as of September 29, 1999, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below. Additionally upon the due execution and delivery of
this Confirmation, the Class A Confirmation dated September 16, 1999, between
People's Bank and the Cap Provider, which supplements the Master Agreement dated
as of September 16, 1999, between People's Bank and the Cap Provider shall be
deemed cancelled in its entirety, and all right, title, obligations and interest
created thereunder shall cease to exist, except that this Confirmation shall be
effective.
-1-
<PAGE>
(b) The terms of the particular Transaction to which this Confirmation
relates are as follows:
Type of Transaction: Rate Cap Transaction
Notional Amount: The Notional Amount for the period from the
Effective Date through and including the
Calculation Period commencing on the Distribution
Date in May, 2002 is U.S.$338,000,000. Thereafter,
the Notional Amount for the applicable Calculation
Period commencing on the applicable date specified
below (or, if such day is not a Business Day,
commencing on the following Business Day) is set
forth below opposite such date:
Notional
Date Amount
---- ------
June 15, 2002 $253,500,000
July 15, 2002 $169,000,000
August 15, 2002 $ 84,500,000
September 15, 2002 $ 0
Trade Date: September 29, 1999/1//
-
Effective Date: October 15, 1999/2//
-
Effective Date
of Assignment: September 29, 1999
- -----------------------
/1// This Confirmation relates to an Interest Rate Cap Assignment and
- Assumption Agreement, dated as of September 16, 1999, among People's Bank,
the Trustee and the Cap Provider (the "Assignment Agreement"), pursuant to
which People's Bank transferred all of its rights, title, obligations and
interest in and under two confirmations, dated September 16, 1999, between
People's Bank and the Cap Provider. Such confirmations had a "Trade Date"
of September 16, 1999 and an "Effective Date" of October 15, 1999.
/2// See footnote 1.
-
-2-
<PAGE>
Termination Date: The Distribution Date in September, 2002.
Fixed Rate Amounts:
Fixed Rate Payer: Bankers Trust Company, not in its individual
capacity, but solely as Trustee for People's
Bank Credit Card Master Trust (the "Trustee")
Fixed Rate Payer
Payment Date: Not applicable.
Fixed Amount: Zero./3//
-
Floating Amounts:
Floating Rate Payer: Cap Provider
Cap Rate: 10.0% per annum
Floating Rate Payer
Payment Dates: The fourth Business Day preceding each
Distribution Date. Early Payment applies. No
adjustment of Floating Rate Payer Payment Dates,
except for any adjustment of any Distribution
Date, as provided in the definition of
"Distribution Dates".
Period End Dates: Each Distribution Date. No adjustment of Period
End Dates, except for any adjustment of any
Distribution Date, as provided in the definition
of "Distribution Dates".
Floating Rate for Initial
Calculation Period: To be determined.
Floating Rate Option: USD-LIBOR-BBA
- ----------------
/3// Pursuant to the Assignment Agreement, under the Class A Confirmation,
- dated September 16, 1999, executed by People's Bank and the Cap
Provider, relating to this Confirmation, the Fixed Amount was U.S.
$350,000.
-3-
<PAGE>
Designated Maturity: One Month.
Spread: None.
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: First day of each Calculation Period.
Compounding: Not applicable.
Business Days: New York, and Bridgeport, Connecticut
Calculation Agent: Cap Provider
(c) Account Details:
Payments to Bankers Trust
Company, as Trustee
Account for payments: Bankers Trust Company
ABA No.: 021001033
Account No.: 01-419-647
Reference: People's Bank 1999-1
Attention: Joel Evaristo/ Peter
Becker Corporate Trust
and Agency Group
Payments to Cap Provider
Account for payments: The Chase Manhattan Bank, New York
ABA No.: ABA# 021-000021
Account No.: A/C# 9301034733
Account Name: A/C of Goldman Sachs
Mitsui Marine Derivative
Products, L.P.
(d) Other Provisions:
Solely for the avoidance of doubt, in the event that the Reset Date
for any Calculation Period shall not be a London Banking Day and the
rate appearing on the Telerate Page 3750 described in the definition
of "USD-LIBOR-BBA" on the day that is two London Banking Days
preceding that Reset Date indicates
-4-
<PAGE>
that it shall be effective for deposits commencing on the London
Banking Day immediately succeeding the Reset Date, such rate shall
nonetheless be the Floating Rate for such Calculation Period.
Credit Support Documents:
Credit Support Documents
with respect to Cap Provider: See Master Agreement.
Credit Support Documents
with respect to Trustee: None.
Certain Defined Terms:
"Distribution Dates" shall mean November 15, 1999 and the fifteenth day of
each calendar month thereafter, or, if such fifteenth day is not a Business Day,
the next succeeding Business Day.
-5-
<PAGE>
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
GOLDMAN SACHS MITSUI
MARINE DERIVATIVE PRODUCTS, L.P.
By: GSMMDPGP, Inc.,
General Partner
By: /s/ Marcia J. Riveglia
---------------------------------------
Name: Marcia J. Riveglia
Title: Vice President
-6-
<PAGE>
Accepted and confirmed as
of the date first written:
BANKERS TRUST COMPANY, not in
its individual capacity, but
solely as Trustee for
People's Bank Credit Card
Master Trust
By: /s/ Peter Becker
---------------------------------------------
Name: Peter Becker
Title: Assistant Vice President
-7-
<PAGE>
CONFIRMATION
------------
Date: September 29, 1999
TO: BANKERS TRUST COMPANY,
not in its individual capacity, but
solely as Trustee for PEOPLE'S BANK
CREDIT CARD MASTER TRUST
Attention: Structured Finance Group
From: GOLDMAN-SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P. (the "Cap
Provider")
Transaction
Reference Number: NUUC909060910000A
The purpose of this letter agreement is to set forth the terms
and conditions of the Transaction entered into between us. This letter
constitutes a "Confirmation" as referred to in the Master Agreement specified
below.
The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
(the "Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
(a) This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement dated as of September 29, 1999, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below. Additionally, upon the due execution and delivery of
this Confirmation, the Class B Confirmation dated September 16, 1999, between
People's Bank and the Cap Provider, which supplements the Master Agreement dated
as of September 16, 1999, between People's Bank and the Cap Provider shall be
deemed cancelled in its entirety, and all right, title, obligations and interest
created thereunder shall cease to exist, except that this Confirmation shall be
effective.
-1-
<PAGE>
(b) The terms of the particular Transaction to which this Confirmation
relates are as follows:
Type of Transaction: Rate Cap Transaction
Notional Amount: U.S.$ 29,000,000
Trade Date: September 29, 1999/1//
--
Effective Date: October 15, 1999/2//
--
Effective Date
of Assignment: September 29, 1999
Termination Date: The Distribution Date in October, 2002.
Fixed Rate Amounts:
Fixed Rate Payer: Bankers Trust Company, not in its individual
capacity, but solely as Trustee for People's Bank
Credit Card Master Trust (the "Trustee")
Fixed Rate Payer
Payment Date: Not applicable.
Fixed Amount: Zero./3//
--
- ------------------------
/1// This Confirmation relates to an Interest Rate Cap Assignment and
-- Assumption Agreement, dated as of September 29, 1999, among People's Bank,
the Trustee and the Cap Provider (the "Assignment Agreement"), pursuant to
which People's Bank transferred all of its rights, title, obligations and
interest in and under two confirmations, dated September 16, 1999, between
People's Bank and the Cap Provider. Such confirmations had a Trade Date of
September 16, 1999 and an Effective Date of October 15, 1999.
/2// See footnote 1.
--
/3// Pursuant to the Assignment Agreement, under the Class B Confirmation,
-- dated September 16, 1999, executed by People's Bank and the Cap Provider,
relating to this Confirmation, the Fixed Amount was U.S.$ 40,000.
-2-
<PAGE>
Floating Amounts:
Floating Rate Payer: Cap Provider
Cap Rate: 10.0% per annum
Floating Rate Payer
Payment Dates: The fourth Business Day preceding each
Distribution Date. Early Payment applies. No
adjustment of Floating Rate Payer Payment Dates,
except for any adjustment of any Distribution
Date, as provided in the definition of
"Distribution Dates".
Period End Dates: Each Distribution Date. No adjustment of Period
End Dates, except for any adjustment of any
Distribution Date, as provided in the definition
of "Distribution Dates".
Floating Rate for Initial
Calculation Period: To be determined.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One Month.
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: First day of each Calculation Period.
Compounding: Not applicable.
Business Days: New York, and Bridgeport, Connecticut
Calculation Agent: Cap Provider
(c) Account Details:
-3-
<PAGE>
Payments to Bankers Trust
Company, as Trustee:
Account for payments: Bankers Trust Company
ABA No.: 021001033
Account No.: 01-419-647
Reference: People's Bank 1999-1
Attention: Joel Evaristo/ Peter Becker
Corporate Trust and
Agency Group
Payments to Cap Provider:
Account for payments: The Chase Manhattan Bank, New York
ABA No.: 021-000021
Account No.: 9301034733
Account Name: A/C of Goldman Sachs Mitsui
Marine Derivative
Products, L.P.
(d) Other Provisions: Solely for the avoidance of doubt, in the
event that the Reset Date for any
Calculation Period shall not be a London
Banking Day and the rate appearing on the
Telerate Page 3750 described in the
definition of "USD-LIBOR-BBA" on the day
that is two London Banking Days preceding
that Reset Date indicates that it shall be
effective for deposits commencing on the
London Banking Day immediately succeeding
the Reset Date, such rate shall nonetheless
be the Floating Rate for such Calculation
Period.
Credit Support Documents:
Credit Support Documents with
respect to Cap Provider: See the Master Agreement.
Credit Support Documents with
respect to Trustee: None.
-4-
<PAGE>
Certain Defined Terms:
"Distribution Dates" shall mean November 15, 1999 and the fifteenth day of
each calendar month thereafter, or, if such fifteenth day is not a Business Day,
the next succeeding Business Day.
-5-
<PAGE>
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
GOLDMAN SACHS MITSUI
MARINE DERIVATIVE PRODUCTS, L.P.
By: GSMMDPGP, Inc.,
General Partner
By: /s/ Marcia J. Riveglia
------------------------------------------
Name: Marcia J. Riveglia
Title: Vice President
<PAGE>
Accepted and confirmed as
of the date first written:
BANKERS TRUST COMPANY, not in
its individual capacity, but
solely as Trustee for
People's Bank Credit Card
Master Trust
By: /s/ Peter Becker
--------------------------------------------
Name: Peter Becker
Title: Assistant Vice President
<PAGE>
EXHIBIT 20
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
1. Trust Activity Series 1999-1
Beginning of Month - Aggregate Principal Receivables 0.00
Principal Collections on the Receivables 0.00
Finance Charge Collections 0.00
Receivables in Defaulted Accounts 0.00
End of Month - Aggregate Principal Receivables 0.00
Investor Interest Series 1994-1 0.00
Investor Interest Series 1994-2 0.00
Investor Interest Series 1995-1 0.00
Investor Interest Series 1996-1 0.00
Investor Interest Series 1997-1 0.00
Investor Interest Series 1997-2 0.00
Investor Interest Series 1998-1 0.00
Total Investor Percentage with respect to..
Finance Charges 0.0000000%
Charged-Off Accounts 0.0000000%
Principal Receivables 0.0000000%
Adjusted Investor Interest 0.00
Class A Adjusted Investor Interest 0.00
Class B Investor Interest 0.00
Collateral Interest 0.00
Class A Percentage with respect to...
Finance Charges 0.0000000%
Charged-Off Accounts 0.0000000%
Principal Receivables 0.0000000%
Class B Percentage with respect to...
Finance Charges 0.0000000%
Charged-Off Accounts 0.0000000%
Principal Receivables 0.0000000%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
1. Trust Activity Series 1999-1 (con't)
Collateral Interest Percentage with respect to...
Finance Charges 0.0000000%
Charged-Off Accounts 0.0000000%
Principal Receivables 0.0000000%
Seller Percentage with respect to..........
Finance Charges 0.0000000%
Charged-Off Accounts 0.0000000%
Principal Receivables 0.0000000%
2. Allocation of Funds in Collection Account
Class A Available Funds 0.00
Class A Monthly Cap Interest Payable to Class A Certificateholders
(See "Calculation of Certificate Interest" #4) 0.00
Unpaid Class A Monthly Cap Interest 0.00
Class A Monthly Servicing Fee
(See "Calculation of Monthly Servicing Fee" #7) 0.00
Unpaid Class A Monthly Servicing Fee 0.00
Class A Investor Default Amount
Class A Investor Charge-Offs 0.00
0.00
Excess Spread from Class A Finance Charge Collections 0.00
Class A Required Amount 0.00
Class B Available Funds 0.00
Class B Monthly Cap Interest Payable to Class B Certificateholders
(See "Calculation of Certificate Interest" #4) 0.00
Unpaid Class B Monthly Cap Interest 0.00
Class B Monthly Servicing Fee
(See "Calculation of Monthly Servicing Fee" #7) 0.00
Unpaid Class B Monthly Servicing Fee 0.00
Class B Investor Default Amount 0.00
Class B Investor Charge-Offs 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
2. Allocation of Funds in Collection Account (con't)
Excess Spread from Class B Finance Charge Collections 0.00
Class B Required Amount 0.00
Collateral Available Funds 0.00
Collateral Interest Monthly Servicing Fee
(See "Calculation of Monthly Servicing Fee" #7) 0.00
Unpaid Collateral Interest Monthly Servicing Fee 0.00
Excess Spread from Collateral Interest Finance Charge Collections 0.00
Total Excess Spread 0.00
Excess Spread used to satisfy Class A Required Amount 0.00
Excess Spread used to satisfy remaining Class A Monthly Cap Interest 0.00
Excess Spread used to satisfy remaining Class A Monthly Servicing Fee 0.00
Excess Spread used to satisfy remaining Class A Investor Default Amount 0.00
Excess Spread used to satisfy Unreimbursed Class A Investor Charge-Offs 0.00
Remaining Class A Required Amount 0.00
Excess Spread used to satisfy Class B Required Amount 0.00
Excess Spread used to satisfy remaining Class B Monthly Cap Interest 0.00
Excess Spread used to satisfy remaining Class B Monthly Servicing Fee 0.00
Excess Spread used to satisfy remaining Class B Investor Default Amount 0.00
Excess Spread used to satisfy Unreimbursed Class B Investor Charge-Offs 0.00
Remaining Class B Required Amount 0.00
Shared Finance Charges used to satisfy Remaining Class A Required Amount 0.00
Shared Finance Charges used to satisfy remaining Class A Monthly Cap Interest 0.00
Shared Finance Charges used to satisfy remaining Class A Monthly Servicing Fee 0.00
Shared Finance Charges used to satisfy remaining Class A Investor Default Amount 0.00
Shared Finance Charges used to satisfy Unreimbursed Class A Investor Charge-Offs 0.00
Remaining Class A Required Amount 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
2. Allocation of Funds in Collection Account (con't)
Reallocated Collateral Principal used to satisfy Remaining Class A
Required Amount 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class A
Monthly Cap Interest 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class A
Monthly Servicing Fee 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class A
Investor Default Amount 0.00
Reallocated Collateral Principal Collections used to satisfy Unreimbursed
Class A Charge-Offs 0.00
Remaining Class A Required Amount 0.00
Reallocated Class B Principal Collections used to satisfy remaining
Class A Required Amount 0.00
Reallocated Class B Principal Collections used to satisfy remaining
Class A Monthly Cap Interest 0.00
Reallocated Class B Principal Collections sued to satisfy remaining
Class A Monthly Servicing Fee 0.00
Reallocated Class B Principal Collections used to satisfy remaining
Class A Investor Default Amount 0.00
Reallocated Class B Principal Collections used to satisfy Unreimbursed
Class A Investor Charge-Offs 0.00
Remaining Class A Required Amount 0.00
Collateral Interest used to satisfy Unreimbursed Class A
Investor Charge-Offs 0.00
Class B Investor Interest used to satisfy Unreimbursed Class A
Investor Charge-Offs 0.00
Shared Finance Charges used to satisfy Remaining Class B Required Amount 0.00
Shared Finance Charges used to satisfy remaining Class B Monthly
Cap Interest 0.00
Shared Finance Charges used to satisfy remaining Class B Monthly
Servicing Fee 0.00
Shared Finance Charges used to satisfy remaining Class B Investor
Default Amount 0.00
Shared Finance Charges used to satisfy Unreimbursed Class B Investor
Charge-Offs 0.00
Remaining Class B Required Amount 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
2. Allocation of Funds in Collection Account (con't)
Reallocated Collateral Principal used to satisfy Remaining Class B
Required Amount 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class B
Monthly Cap Interest 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class B
Monthly Servicing Fee 0.00
Reallocated Collateral Principal Collections used to satisfy remaining Class B
Investor Default Amount 0.00
Reallocated Collateral Principal Collections used to satisfy Unreimbursed Class B
Charge-Offs 0.00
Remaining Class B Required Amount 0.00
Collateral Interest used to satisfy Unreimbursed Class B Investor Charge-Offs 0.00
Excess Spread used to satisfy interest on overdue Class A
(See "Calculation of Certificate Interest" #4) 0.00
Excess Spread used to satisfy interest on overdue Class B
(See "Calculation of Certificate Interest" #4) 0.00
Excess Spread used to satisfy unreimbursed reductions to Class B
Investor Interest from prioperiods 0.00
Excess Spread used to pay Collateral Monthly Interest 0.00
Excess Spread used to satisfy excess of Class A Monthly Interest
over Class A Monthly Cap Rate (other than Class A Excess Interest) 0.00
Excess Spread used to satisfy excess of Class B Monthly Interest
over Class B Monthly Cap Rate (other than Class B Excess Interest) 0.00
Excess Spread used to satisfy Aggregate Collateral Default Amount from previous
periods 0.00
Excess Spread used to satisfy Unreimbursed Reductions to Collateral Invested
Amount 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
2. Allocation of Funds in Collection Account (con't)
Excess Spread used to fund Reserve Account up to Required Reserve Account 0.00
Excess Spread used to satisfy payments per Loan Agreement 0.00
Excess Spread used to satisfy Class A Excess Interest 0.00
Excess Spread used to satisfy Class B Excess Interest 0.00
Excess Spread used for Shared Finance Charge Collections for Other Series 0.00
Excess Spread used to pay other accrued and unpaid expenses of the Trust 0.00
Excess Spread paid to Holder of Exchangeable Seller Certificate (dollars) 0.00
Excess Spread paid to Holder of Exchangeable Seller
Certificate (percentage of Investor Interest) 0.0000%
Unreimbursed Class A Charge-Offs 0.00
Unreimbursed Class A Charge-Offs per $1,000 Original Investment 0.00
Unreimbursed Class B Charge-Offs 0.00
Unreimbursed Class B Charge-Offs per $1,000 Original Investment 0.00
Available Principal Collections 0.00
Monthly Principal Payable To Class A Certificateholders
(See "Calculation of Monthly Principal" #5) 0.00
Monthly Principal Payable To Class B Certificateholders
(See "Calculation of Monthly Principal" #5) 0.00
Monthly Principal Payable To Collateral Interest Holders
(See "Collateral Interest Amount Activity" #8) 0.00
Monthly Principal Reinvested In Receivables
(See "Calculation of Monthly Principal" #5) 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
2. Allocation of Funds in Collection Account (con't)
(Net Deposit)/Draws on Shared Principal Collections 0.00
Required Shared Finance Charge Collections from other Series 0.00
Draw on Shared Finance Charge Collections from other Series 0.00
Required Shared Finance Charge Collections for other Series 0.00
Deposit of Shared Finance Charge Collections for other Series 0.00
Total Distribution to Class A Investors 0.00
Total Distribution to Class A Investors per $1,000 Invested 0.00
Total Distributions to Class B Investors 0.00
Total Distribution to Class B Investors per $1,000 Invested 0.00
Total Distribution to Collateral Interest Holders 0.00
Total Distribution to Collateral Interest Holders per $1,000 Invested 0.00
3. Principal Funding Account and Reserve Account
Beginning Balance of Principal Funding Account 0.00
Deposits into Principal Funding Account 0.00
Withdrawals from Principal Funding Account 0.00
Ending Balance of Principal Funding Account 0.00
Accumulation Shortfall 0.00
Principal Funding Investment Proceeds 0.00
Principal Funding Investment Shortfall 0.00
Beginning Balance of Reserve Account 0.00
Available Reserve Account Amount 0.00
Required Reserve Account Amount 0.00
Reserve Account Investment Proceeds 0.00
Deposits from Excess Spread into Reserve Account 0.00
Reserve Account Draws 0.00
Ending Balance of Reserve Account 0.00
4. Calculation of Certificate Interest
Class A Certificate Rate 0.00000%
Previous Month's Class A Deficiency Amount 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
4. Calculation of Certificate Interest (con't)
Class A Interest at the Certificate Rate + 0.5% on Deficiency Amount 0.00
Covered Amount 0.00
Principal Funding Investment Proceeds 0.00
Principal Funding Investment Shortfall 0.00
Reserve Account Draws 0.00
Class A Investor Certificate Interest Shortfall (Deficiency Amounts) 0.00
This Month Class A Certificate Interest 0.00
Expected Class A Principal 0.00
This Month Class A Cap Shortfall 0.00
Class A Excess Interest 0.00
Total Class A Interest Distributable to Class A Certificateholders 0.00
Total Class A Interest Distributable per $1,000 of Class A Original Investment 0.00
Class B Certificate Rate 0.00000%
Previous Month's Class B Deficiency Amount 0.00
Class B Interest at the Certificate Rate + 0.5% on Deficiency Amount 0.00
Class B Investor Certificate Interest Shortfall 0.00
This Month Class B Certificate Interest 0.00
Expected Class B Principal 0.00
This Month Class B Cap Shortfall 0.00
Class B Excess Interest 0.00
Total Class B Interest Distributable to Class B Certificateholders 0.00
Total Class B Interest Distributable per $1,000 of Class B Original Investment 0.00
Total Certificate Interest Distributable to Class A and Class B Certificateholders 0.00
Total Interest Distributable per $1,000 of Original Investment to Class A
and Class B Certificateholders 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
5. Calculation of Monthly Principal
Beginning Investor Interest 0.00
Beginning Class A Investor Interest 0.00
Class A Available Principal Collections 0.00
Maximum Monthly Principal to Class A Certificateholders 0.00
Monthly Principal Payable to Class A Certificateholders 0.00
Class A Controlled Deposit Amount 0.00
Class A Controlled Accumulation Amount 0.00
Class A Monthly Unreimbursed Charge-Offs 0.00
Total Class A Monthly Principal 0.00
Ending Class A Investor Interest 0.00
Class A Monthly Principal Payable per $1,000 of Original Investment 0.00
Class A Monthly Principal Reinvested in Receivables 0.00
Beginning Class B Investor Interest 0.00
Class B Available Principal Collections 0.00
Maximum Monthly Principal to Class B Certificateholders 0.00
Class B Monthly Principal 0.00
Monthly Principal Payable to Class B Certificateholders 0.00
Class B Monthly Unreimbursed Charge-Offs 0.00
Total Class B Monthly Principal 0.00
Ending Class B Investor Interest 0.00
Class B Monthly Principal Payable per $1,000 of Original Investment 0.00
Class B Monthly Principal Reinvested in Receivables 0.00
Class B Reallocated Principal 0.00
Prior Month's Cumulative Class B Reallocated Principal 0.00
Class B Investor Interest used to satisfy Unreimbursed Class A
Investor Charge-Offs 0.00
Prior Month's Cumulative Class B Investor Interest used to satisfy
Unreimbursed Class A Investor Charge-Offs 0.00
Required Shared Principal Collections for other Series 0.00
Deposit of Shared Principal Collections for other Series 0.00
Required Shared Principal Collections from other Series 0.00
Draw on Shared Principal Collections from other Series 0.00
Ending Investor Interest 0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
6. Calculation of Pool Factor
(Ending Certificate Balance divided by Initial Principal Amount to 7 decimal places) 0.000000
7. Calculation of Monthly Servicing Fee
Class A Servicing Fee Percentage 0.00%
Class B Servicing Fee Percentage 0.00%
Collateral Interest Amount Servicing Fee Percentage 0.00%
Beginning Class A Investor Interest 0.00
Beginning Class B Investor Interest 0.00
Beginning Collateral Investor Interest 0.00
Beginning Investor Interest 0.00
Class A Monthly Servicing Fee 0.00
Class B Monthly Servicing Fee 0.00
Collateral Interest Monthly Servicing Fee 0.00
Total Monthly Servicing Fee 0.00
Class A Monthly Servicing Fee Shortfall 0.00
Class B Monthly Servicing Shortfall
Collateral Interest Amount Monthly Servicing Fee Shortfall 0.00
8. Collateral Interest Amount Activity
Beginning of Month Balance 0.00
Required Collateral Interest Amount 0.00
Collateral Interest Amount Monthly Interest 0.00
Collateral Interest Amount Certificate Interest Shortfall 0.00
Collateral Monthly Principal 0.00
Collateral Monthly Principal Payable per $1,000 of Original Investment 0.00
Collateral Interest Monthly Interest Payable per $1,000 of Original Investment 0.00
Excess Spread used to satisfy payments per Loan Agreement 0.00
Collateral Interest Amount Deposits 0.00
End of Month Balance 0.00
Reinvestment Income Received on Collateral Interest Amount 0.00
Aggregate Collateral Interest Amount Draws 0.00
Available Collateral Interest Amount (Dollars) 0.00
Available Collateral Interest Amount (Percentage) 0.00%
Ratio of Collateral Interest to Investor Interest 0.00%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
9. Past Due Statistics
(past due on a contractual basis)
1-30 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
31-60 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
61-90 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
91-120 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
121-150 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
151-180 days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
181 + days past due Dollars 0
Percent Dollars 0.00%
Number of Accts 0
Percent Number of Accts 0.00%
10. Base Rate Calculation
Base Rate 0.00%
Portfolio Yield (net of losses) 0.00%
Excess of Portfolio Yield over Base Rate 0.00%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PEOPLE'S BANK CREDIT CARD MASTER TRUST SERIES 1999-1
MONTHLY SERVICER'S REPORT
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Number of Months Series in Existence [ ]
Monthly Period Ended [ ]
Distribution Date [ ]
Determination Date [ ]
Number of Days in Period [ ]
- -------------------------------------------------------------------------------------------------------------
<S> <C>
11. Number of Accounts in the Trust
Number of Additional Accounts 0
Number of Removed Accounts 0
Number of Automatic Additional Accounts 0
Ending Number of Accounts 0
- -------------------------------------------------------------------------------------------------------------
</TABLE>
