UNITED STATES
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): June 11, 1996
NATIONSBANK OF DELAWARE, N.A.
(Exact name of registrant as specified in its charter)
(Originator of the NationsBank Credit Card Master Trust)
United States 333-4594 51-0313900
(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
Incorporation)
Blue Hen Corporate Center
Route 113
Dover, Delaware 19901
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 741-1161
Item 5. Other Events
On June 11, 1996, the closing of the sale of NationsBank
Credit Card Master Trust $756,000,000 Class A Floating Rate Asset
Backed Certificates, Series 1996-1 (the "Class A Certificates") and
$58,500,000 Class B Floating Rate Asset Backed Certificates, Series
1996-1 (the "Class B Certificates") pursuant to the Underwriting
Agreement, dated June 4, 1996 (the "Underwriting Agreement"),
between NationsBank of Delaware, N.A. ("NationsBank") and
NationsBanc Capital Markets, Inc., as representative of the several
underwriters named therein, occurred. The Class A Certificates, the
Class B Certificates, as well as the privately sold Collateral
Indebtedness Interest, Series 1996-1 were issued pursuant to the
Series 1996-1 Supplement, dated as of June 11, 1996 (the "Series
1996-1 Supplement"), between NationsBank, as transferor and
servicer, and The Bank of New York, as trustee, to the Master
Pooling and Servicing Agreement, dated as of December 1, 1993
(the "Master Pooling and Servicing Agreement"), between NationsBank,
as transferor and servicer, and The Bank of New York, as trustee.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated June 4, 1996,
between NationsBank of Delaware, N.A. and
NationsBanc Capital Markets, Inc., as
representative of the several underwriters named
therein.
4.1 First Amendment, dated as of June 11, 1996, to
the Master Pooling and Servicing Agreement
between NationsBank of Delaware, N.A., as
transferor and servicer, and The Bank of New
York, as trustee.
4.2 Series 1996-1 Supplement, dated as of June 11,
1996, to the Master Pooling and Servicing
Agreement between NationsBank of Delaware, N.A.,
as transferor and servicer, and The Bank of New
York, as trustee.
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.
NATIONSBANK OF DELAWARE, N.A.
(Registrant)
Dated: July 11, 1996 By: /s/Thomas J. Korzik
__________________________
Name: Thomas J. Korzik
Title: Senior Vice President
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
1.1 Underwriting Agreement, dated
June 4, 1996, between
NationsBank of Delaware, N.A.
and NationsBanc Capital
Markets, Inc., as
representative of the several
underwriters named therein.
4.1 First Amendment, dated as of
June 11, 1996, to the Master
Pooling and Servicing
Agreement between NationsBank
of Delaware, N.A., as
transferor and servicer, and
The Bank of New York, as
trustee.
4.2 Series 1996-1 Supplement,
dated as of June 11, 1996, to
the Master Pooling and
Servicing Agreement between
NationsBank of Delaware, N.A.,
as transferor and servicer,
and The Bank of New York, as
trustee.
NATIONSBANK OF DELAWARE, N.A.
Transferor
NATIONSBANK CREDIT CARD MASTER TRUST
UNDERWRITING AGREEMENT
New York, New York
June 4, 1995
NationsBanc Capital Markets, Inc.
NationsBank Corporate Center
100 North Tryon Street, NC1-007-10-01
Charlotte, North Carolina 28255
Ladies and Gentlemen:
NationsBank of Delaware, N.A., a national banking
association (the "Company"), has formed a master trust
entitled the NationsBank Credit Card Master Trust (the
"Trust"), which will issue, from time to time, asset
backed securities (the "Asset Backed Securities") in one
or more series (each, a "Series"). Each Asset Backed
Security will evidence a fractional, undivided percentage
interest in the Trust. The Trust has previously issued
$2,380,925,000 aggregate principal amount of the Asset
Backed Securities designated Series 1993-1, Series 1993-2
and Series 1995-1 on the terms specified in the applica-
ble prospectus and prospectus supplement relating to each
such Series. The property of the Trust includes receiv-
ables (the "Receivables") generated from time to time in
a portfolio of consumer revolving credit card accounts,
collections thereon and certain related property conveyed
and to be conveyed to the Trust by the Company. The
Company has previously entered into the Master Pooling
and Servicing Agreement, dated as of December 1, 1993
(the "Pooling and Servicing Agreement"), between the
Company, as transferor and servicer, and The Bank of New
York, as trustee (the "Trustee"). The Company proposes
to enter into the Series 1996-1 Supplement, dated as of
June 11, 1996 (the "Supplement"), to the Pooling and
Servicing Agreement, pursuant to which certain Class A
Series 1996-1 Asset Backed Certificates (the "Class A
Certificates"), certain Class B Series 1996-1 Asset
Backed Certificates (the "Class B Certificates" and
collectively with the Class A Certificates, the "Certifi-
cates") and the Collateral Indebtedness Interest Series
1996-1 (the "Collateral Interest") will be issued. To
the extent not defined herein, capitalized terms used
herein shall have the meanings specified in the Pooling
and Servicing Agreement and the Supplement.
The Company proposes to sell to the underwriters
identified on Schedule I hereto (the "Underwriters") for
whom you are acting as representative (the "Representa-
tive") the principal amount of the Certificates identi-
fied in Schedule I hereto. The Collateral Interest will
be sold by the Company to the Enhancement Provider (as
defined herein) pursuant to the Loan Agreement, to be
dated as of the Closing Date (as defined herein), among
the Company, the Trustee and the Enhancement Provider
(the "Enhancement Agreement").
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Under-
writer that:
(a) The Company meets the requirements for use
of Form S-3 under the Securities Act of 1933, as amended
(the "Act") and has filed with the Securities and Ex-
change Commission (the "Commission") a registration
statement on such form, registration number 333-4594,
which has become effective, for the registration under
the Act of the Asset Backed Securities. Such registra-
tion statement, as amended to the date of this Agreement,
meets the requirements set forth in Rule 415(a)(1) under
the Act and complies in all other material respects with
said Rule. The Company proposes to file with the Commis-
sion pursuant to Rule 424 under the Act a supplement to
the form of prospectus included in such registration
statement relating to the Certificates and the plan of
distribution thereof and has previously advised the
Representative of all further information (financial and
other) with respect to the Company to be set forth there-
in. Such registration statement, including the exhibits
thereto, as amended to the date of this Agreement, is
hereinafter called the "Registration Statement"; such
prospectus in the form in which it appears in the Regis-
tration Statement is hereinafter called the "Basic Pro-
spectus"; and such supplemented form of prospectus, in
the form in which it shall be filed with the Commission
pursuant to Rule 424 (including the Basic Prospectus as
so supplemented) is hereinafter called the "Final Pro-
spectus." Any preliminary form of the Final Prospectus
which has heretofore been filed pursuant to Rule 424
hereinafter is called the "Preliminary Final Prospectus."
Any reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Securi-
ties Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be;
and any reference herein to the terms "amend," "amend-
ment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be,
and deemed to be incorporated therein by reference.
(b) As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 under the
Act, when, prior to the Closing Date (as hereinafter
defined in Section 3), any amendment to the Registration
Statement becomes effective (including the filing of any
document incorporated by reference in the Registration
Statement), when any supplement to the Final Prospectus
is filed with the Commission and at the Closing Date, (i)
the Registration Statement, as amended as of any such
time, and the Final Prospectus, as amended or supplement-
ed as of any such time, will comply in all material
respects with the applicable requirements of the Act and
the Exchange Act and the respective rules thereunder,
(ii) the Registration Statement, as amended as of any
such time, will not contain any untrue statement of a
material fact or omit to state any material fact required
to be stated therein or necessary in order to make the
statements therein not misleading, and (iii) the Final
Prospectus, as amended or supplemented as of any such
time, will not contain any untrue statement of a material
fact or omit to state any material fact required to be
stated therein or necessary in order to make the state-
ments therein, in the light of the circumstances under
which they were made, not misleading; provided, however,
that the Company makes no representations or warranties
as to the information contained in or omitted from the
Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon
and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through
the Representative specifically for use in connection
with the preparation of the Registration Statement and
the Final Prospectus.
(c) The Company has been duly incorporated and
is validly existing as a national banking association
under the laws of the United States and has corporate and
other power and authority to own its properties and
conduct its business, as now conducted by it, and to
enter into and perform its obligations under this Agree-
ment, the Pooling and Servicing Agreement, the Supplement
and the Enhancement Agreement.
(d) The Company is not aware of (i) any re-
quest by the Commission for any further amendment of the
Registration Statement or the Basic Prospectus or for any
additional information or (ii) the issuance by the Com-
mission of any stop order suspending the effectiveness of
the Registration Statement.
(e) (i) This Agreement, the Pooling and
Servicing Agreement, the Supplement and the Enhancement
Agreement have been duly authorized by the Company, and
this Agreement and the Pooling and Servicing Agreement
have been duly executed and delivered by the Company, and
each of this Agreement and the Pooling and Servicing
Agreement, and the Supplement and the Enhancement Agree-
ment, when executed and delivered by the Company, does or
will, as the case may be, constitute a legal, valid and
binding agreement of the Company, enforceable against the
Company in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, insol-
vency, reorganization, moratorium, receivership and
similar laws affecting creditors' rights generally and to
general principles of equity (regardless of whether the
enforcement of such remedies is considered in a proceed-
ing in equity or at law); (ii) the Certificates have been
duly authorized by the Company, and upon the execution
and delivery of the Enhancement Agreement and the Supple-
ment and when duly executed by or on behalf of the Compa-
ny, authenticated by the Trustee and delivered in accor-
dance with the Pooling and Servicing Agreement and deliv-
ered and paid for as provided herein, will be validly
issued and outstanding and entitled to the benefits and
security afforded by the Pooling and Servicing Agreement
and the Supplement; and (iii) the Collateral Interest has
been duly authorized by the Company, and upon the execu-
tion and delivery of the Enhancement Agreement and the
Supplement, will be entitled to the benefits and security
afforded by the Pooling and Servicing Agreement, the
Supplement, and the Enhancement Agreement.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell
to each Underwriter, and each Underwriter agrees, sever-
ally and not jointly, to purchase from the Company, the
principal amount of the Certificates set forth opposite
such Underwriter's name in Schedule I hereto at the
purchase price of 99.65% of the principal amount of such
Certificates with respect to the Class A Certificates and
99.60% of the principal amount of such Certificates with
respect to the Class B Certificates.
3. Delivery and Payment. Delivery of and payment
for the Certificates shall be made at the offices of
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York 10022, at 10:00 a.m. New York time on
June 11, 1996 or such other place as shall be agreed by
the Company and the Underwriters, and which date and time
may be postponed by agreement between the Representative
and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Certifi-
cates being herein called the "Closing Date"). Delivery
of the Certificates shall be made to the Representative
for the respective accounts of the several Underwriters
against payment by the several Underwriters through the
Representative of the purchase price thereof by one or
more wires of immediately available funds to the Company.
Delivery of the Certificates shall be made through the
facilities of The Depository Trust Company.
4. Representations and Warranties of the Under-
writers. Each Underwriter represents and warrants to,
and agrees with, the Company that:
(a) It will not, in connection with the offer-
ing and sale of the Certificates, use (i) any "Computa-
tional Materials" within the meaning of the no-action
letter, dated May 20, 1994, issued by the Division of
Corporation Finance of the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorpo-
rated, and Kidder Structured Asset Corporation and the
no-action letter, dated May 27, 1994, issued by the
Division of Corporation Finance of the Commission to the
Public Securities Association or (ii) any "ABS Term
Sheets" within the meaning of the no-action letter, dated
February 17, 1995, issued by the Division of Corporation
Finance of the Commission to the Public Securities Asso-
ciation.
(b) (i) It has not offered or sold, and will
not offer or sell, any Certificates to persons in the
United Kingdom except to persons whose ordinary activi-
ties involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstanc-
es which do not constitute an offer to the public in the
United Kingdom for the purposes of the Public Offers of
Securities Regulations 1995; (ii) it has complied, and
will comply, with all applicable provisions of the Finan-
cial 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 (iii)
it has only issued or passed on, and will only issue or
pass on, in the United Kingdom any document in connection
with the issue of the Certificates to a person who is of
a kind described in Article 8 of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) (No.2)
Order 1995 of Great Britain or is a person to whom the
document may otherwise lawfully be issued or passed on.
5. Agreements. The Company agrees with the sever-
al Underwriters that:
(a) Prior to the termination of the offering
of the Certificates, the Company will not file any amend-
ment of the Registration Statement or supplement (includ-
ing the Final Prospectus) to the Basic Prospectus unless
the Company has furnished the Representative a copy of
such amendment or supplement for its review prior to
filing and will not file any such proposed amendment or
supplement to which the Representative reasonably ob-
jects. Subject to the foregoing sentence, the Company
will cause the Final Prospectus to be filed with the
Commission pursuant to Rule 424. The Company will advise
the Representative promptly (i) when the Final Prospectus
shall have been filed with the Commission pursuant to
Rule 424, (ii) when any amendment to the Registration
Statement relating to the Certificates shall have become
effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or amendment of
or supplement to the Final Prospectus or for any addi-
tional information, (iv) of the issuance by the Commis-
sion of any stop order suspending the effectiveness of
the Registration Statement or the institution or threat-
ening of any proceeding for that purpose, and (v) of the
receipt by the Company of any notification with respect
to the suspension of the qualification of the Certifi-
cates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating
to the Certificates is required to be delivered under the
Act, any event occurs as a result of which the Final
Prospectus as then amended or supplemented would include
any untrue statement of a material fact or omit to state
any material fact necessary to make the statements there-
in, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary to
amend or supplement the Final Prospectus to comply with
the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file
with the Commission, subject to the first sentence of
paragraph (a) of this Section 5, an amendment or supple-
ment which will correct such statement or omission or an
amendment which will effect such compliance and will use
its best efforts to cause any required post-effective
amendment to the Registration Statement containing such
amendment to be made effective as soon as possible.
(c) The Company will make generally available
to its security holders and to the Representative as soon
as practicable, but not later than 60 days after the
close of the period covered thereby, an earnings state-
ment (in form complying with the provisions of Rule 158
of the regulations under the Act) covering a twelve-month
period beginning not later than the first day of the
Company's fiscal quarter next following the "effective
date" (as defined in said Rule 158) of the Registration
Statement.
(d) The Company will furnish to the Represen-
tative and counsel for the Underwriters, without charge,
executed copies of the Registration Statement (including
exhibits thereto) and each amendment thereto which shall
become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus and
any amendments thereof and supplements thereto as the
Representative may reasonably request. The Company will
pay the expenses of printing all documents relating to
the initial offering, provided that any additional ex-
penses incurred in connection with the requirement of
delivery of a market-making prospectus will be borne by
the Representative.
(e) The Company will arrange for the qualifi-
cation of the Certificates for sale under the laws of
such jurisdictions as the Representative may reasonably
designate, will maintain such qualifications in effect so
long as required for the distribution of the Certificates
and will arrange for the determination of the legality of
the Certificates for purchase by institutional investors;
provided, however, that the Company shall not be required
to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would
subject it to general or unlimited service of process in
any jurisdiction where it is not now so subject.
(f) The Company agrees to cooperate with the
Representative with respect to the application for each
of the Class A Certificates and the Class B Certificates
to be listed on the Luxembourg Stock Exchange, and to use
its best efforts to obtain all necessary government
approvals and follow all governmental regulations in
connection therewith. The Company further agrees, sub-
ject to the following sentence, to use its best efforts
to maintain such listing as is obtained for as long as
the Class A Certificates and the Class B Certificates are
outstanding and to pay all fees and supply all further
documents, information and undertakings as may be neces-
sary or advisable to maintain such listings. However, if
listing of the Class A Certificates or the Class B Cer-
tificates becomes unduly burdensome or impossible, in
either case in the view of the Company, the Company will
no longer be obligated to maintain such listing of such
class of Certificates. The Company agrees to consult
with the Representative at such time as to an alternative
listing for such class of Certificates but shall have no
obligation to list such class of Certificates on an
alternative exchange.
6. Conditions to the Obligations of the Underwrit-
ers. The obligations of the Underwriters to purchase the
Certificates shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration
Statement filed prior to the Closing Date (including the
filing of any document incorporated by reference therein)
and as of the Closing Date, to the accuracy of the state-
ments of the Company made in any certificates delivered
pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder and to the
following additional conditions:
(a) No stop order suspending the effectiveness
of the Registration Statement, as amended from time to
time, shall have been issued and no proceedings for that
purpose shall have been instituted or threatened; and the
Final Prospectus shall have been filed or mailed for
filing with the Commission within the time period pre-
scribed by the Commission.
(b) The Company shall have furnished to the
Representative the opinion of W. David Harris, counsel
for the Company, dated the Closing Date, to the effect of
paragraphs (i), (ii), (iv), (v), (vi) and (vii) below,
and the opinion of Skadden, Arps, Slate, Meagher & Flom,
special counsel to the Company, dated the Closing Date,
to the effect of paragraphs (iii) and (viii) below:
(i) the Company is a duly organized and
validly existing national banking association in good
standing under the laws of the United States, has the
corporate power and authority to own its properties and
conduct its business as described in the Final Prospec-
tus, and had at all relevant times and now has, the
power, authority and legal right to acquire, own and
service the Receivables transferred or proposed to be
transferred to the Trust, and this Agreement, the Pooling
and Servicing Agreement, the Supplement, the Enhancement
Agreement, the Certificates and the Collateral Interest
have been duly authorized, executed and delivered by the
Company;
(ii) the Certificates and the Collateral
Interest conform in all material respects to the descrip-
tion thereof contained in the Final Prospectus;
(iii) each of this Agreement, the Pooling
and Servicing Agreement, the Supplement, and the Enhance-
ment Agreement constitute a legal, valid and binding
instrument of the Company enforceable against the Company
in accordance with its terms except as such enforceabili-
ty may be limited by (A) bankruptcy, insolvency, liquida-
tion, reorganization, moratorium, conservatorship, re-
ceivership or other similar laws now or hereafter in
effect relating to the enforcement of creditors' rights
in general, as such laws would apply in the event of a
bankruptcy, insolvency, liquidation, reorganization,
moratorium, conservatorship, receivership or similar
occurrence affecting the Company, and (B) general princi-
ples of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) as
well as concepts of reasonableness, good faith and fair
dealing;
(iv) to the best knowledge of such coun-
sel, there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company
of a character required to be disclosed in the Registra-
tion Statement which is not adequately disclosed in the
Final Prospectus, and there is no franchise, contract or
other document of a character required to be described in
the Registration Statement or Final Prospectus, or to be
filed as an exhibit, which is not described or filed as
required;
(v) the Registration Statement has become
effective under the Act; to the best knowledge of such
counsel no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings
for that purpose have been instituted or threatened; the
Registration Statement, the Final Prospectus and each
amendment thereof or supplement thereto (other than the
financial statements and other financial and statistical
information contained therein or incorporated by refer-
ence therein, as to which such counsel need express no
opinion) comply as to form in all material respects with
the applicable requirements of the Act and the Exchange
Act and the respective rules thereunder;
(vi) no consent, approval, authorization
or order of any court or governmental agency or body is
required for the consummation of the transactions contem-
plated herein, or in the Pooling and Servicing Agreement,
the Supplement or the Enhancement Agreement except such
as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the
Certificates by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(vii) neither the issue and sale of the
Certificates, nor the consummation of any other of the
transactions herein contemplated or in the Pooling and
Servicing Agreement, the Supplement or the Enhancement
Agreement, nor the fulfillment of the terms hereof or
thereof will conflict with, result in a breach of, or
constitute a default under the articles of association or
by-laws of the Company or, to the best knowledge of such
counsel, the terms of any indenture or other agreement or
instrument known to such counsel and to which the Company
is a party or bound, or any order or regulation known to
such counsel to be applicable to the Company of any
court, regulatory body, administrative agency, governmen-
tal body or arbitrator having jurisdiction over the
Company; and
(viii) the Pooling and Servicing Agreement
and the Supplement will not be required to be qualified
under the Trust Indenture Act of 1939, as amended, and
the Trust is not, and immediately following the sale of
the Certificates pursuant hereto, will not be required to
be registered under the Investment Company Act of 1940,
as amended.
Mr. Harris, counsel for the Company, shall also
state that he has no reason to believe that the Registra-
tion Statement or any amendment thereof at the time it
became effective contained any untrue statement of a
material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Final
Prospectus, as amended or supplemented, as of its date
and as of the Closing Date, contains any untrue statement
of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of
the circumstances under which they were made, not mis-
leading.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than (i) the United States or the
general corporation laws of the State of Delaware, (ii)
with respect to Mr. Harris, the State of Texas, and (iii)
with respect to Skadden, Arps, Slate, Meagher & Flom, the
State of New York, to the extent deemed proper and speci-
fied in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters; and (B) as
to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company or
its affiliates and public officials.
(c) The Company shall have furnished to the
Representative an opinion of Skadden, Arps, Slate,
Meagher & Flom, special counsel for the Company, dated
the Closing Date, to the effect that:
(i) the statements in the Final Prospec-
tus under the heading "Certain Federal Income Tax Conse-
quences" and the summary thereof under the heading "Pro-
spectus Summary -- Tax Status," to the extent they con-
stitute matters of Federal law or legal conclusions with
respect thereto, have been reviewed by such counsel and
are correct in all material respects; and
(ii) the statements in the Final Prospec-
tus under the headings "Certain Legal Aspects of the
Receivables" and "ERISA Considerations," to the extent
they constitute matters of Federal law or legal conclu-
sions with respect thereto, have been reviewed by such
counsel and are correct in all material respects.
(d) The Company shall have furnished to the
Representative an opinion or opinions of Skadden, Arps,
Slate, Meagher & Flom, special counsel for the Company,
dated the Closing Date, with respect to certain matters
relating to the transfer of the Receivables, with respect
to the perfection of the Trust's interest in the Receiv-
ables and certain other matters relating to the effect of
receivership of the Company on such interest in the
Receivables and with respect to other related matters in
a form previously approved by the Representative and its
counsel; in addition, the Representative shall have
received a reliance letter with respect to any opinion
that the Company is required to deliver to each Rating
Agency.
(e) The Representative shall have received
from Skadden, Arps, Slate, Meagher & Flom, special coun-
sel for the Underwriters, such opinion or opinions, dated
the Closing Date, in form and substance satisfactory to
the Representative, with respect to the organization of
the Company, the validity of the Certificates, the Regis-
tration Statement, the Final Prospectus and other related
matters as the Representative may require, and the Compa-
ny shall have furnished to such counsel such documents as
they may reasonably request for the purpose of enabling
them to pass upon such matters.
(f) The Representative shall have received an
opinion of counsel to the Trustee, dated the Closing
Date, to the effect that:
(i) the Trustee has been duly incorporat-
ed and is validly existing as a banking corporation under
the laws of the State of New York and has the power and
authority to enter into and to perform all actions re-
quired of it under the Pooling and Servicing Agreement,
the Supplement and the Enhancement Agreement;
(ii) each of the Pooling and Servicing
Agreement, the Supplement and the Enhancement Agreement
has been duly authorized, executed and delivered by the
Trustee, and constitutes a legal, valid and binding
obligation of the Trustee, enforceable against the Trust-
ee in accordance with its terms except as such enforce-
ability may be limited by (A) bankruptcy, insolvency,
liquidation, reorganization, moratorium, conservatorship,
receivership or other similar laws now or hereafter in
effect relating to the enforcement of creditors' rights
in general, as such laws would apply in the event of a
bankruptcy, insolvency, liquidation, reorganization,
moratorium, conservatorship, receivership or similar
occurrence affecting the Trustee, and (B) general princi-
ples of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) as
well as concepts of reasonableness, good faith and fair
dealing;
(iii) the Certificates have been duly
authenticated and delivered by the Trustee;
(iv) the execution and delivery of the
Pooling and Servicing Agreement, the Supplement and the
Enhancement Agreement by the Trustee and the performance
by the Trustee of their respective terms do not conflict
with or result in a violation of (A) any law or regula-
tion of the United States or the State of New York gov-
erning the banking or trust powers of the Trustee, or (B)
the certificate of incorporation or articles of associa-
tion or by-laws of the Trustee; and
(v) no approval, authorization or other
action by, or filing with, any governmental authority of
the United States or the State of New York having juris-
diction 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,
the Supplement and the Enhancement Agreement or the
performance by the Trustee thereunder.
(g) The Representative shall have received
reliance letters, if applicable, with respect to any
opinions delivered to the Company by foreign counsel of
each provider of Enhancement (the "Enhancement Provider")
for the applicable Series under the Enhancement Agree-
ment, which opinions shall include matters relating to
(i) the due organization of the Enhancement Provider,
(ii) the authorization, execution, delivery and perfor-
mance by the Enhancement Provider of the Enhancement
Agreement and the binding effect of the Enhancement
Agreement, and (iii) the enforceability in the foreign
jurisdiction in which such Enhancement Provider is locat-
ed of a judgment obtained under the Enhancement Agreement
in a United States federal court or in a court of the
State of New York; such reliance letters shall include
all matters that are contained in the opinions of foreign
counsel.
(h) The Representative shall have received an
opinion or opinions of counsel to the Enhancement Provid-
er, dated the Closing Date, to the effect that:
(i) the Enhancement Provider is duly
organized and validly existing under the laws
of the jurisdiction of its incorporation, is
duly qualified and/or licensed to do business
in all jurisdictions where the nature of its
operations as contemplated in the Enhancement
Agreement requires such qualification, and has
the power and authority (corporate and other)
to enter into the Enhancement Agreement and to
perform its obligations thereunder; and
(ii) the Enhancement Agreement has been
duly authorized, executed and delivered by the
Enhancement Provider, and constitutes the le-
gal, valid and binding obligation of the En-
hancement Provider, enforceable in accordance
with its terms, except to the extent that the
enforceability thereof may be subject to bank-
ruptcy, insolvency, reorganization, conserva-
torship, moratorium or other similar laws now
or hereafter in effect relating to the
creditors' rights as such laws would apply in
the event of the insolvency, liquidation or
reorganization or other similar occurrence with
respect to the Enhancement Provider or in the
event of any moratorium or similar occurrence
affecting the Enhancement Provider.
(i) The Company shall have furnished to
the Representative a certificate of the Company, signed
by any two of the Chairman of the Board, the President,
the Chief Executive Officer, any Executive Vice Presi-
dent, the principal treasury officer, the principal
financial officer or the principal accounting officer of
the Company, dated the Closing Date, to the effect that
the signers of such certificate have carefully examined
the Registration Statement (excluding any other documents
incorporated by reference therein), the Final Prospectus
and this Agreement and that, to the best of their knowledge:
(i) the representations and warranties of
the Company in this Agreement are true and
correct in all material respects on and as of
the Closing Date with the same effect as if
made on the Closing Date and the Company has
complied with all the agreements and satisfied
all the conditions on its part to be performed
or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effec-
tiveness of the Registration Statement, as
amended, has been issued and no proceedings for
that purpose have been instituted or threat-
ened; and
(iii) since the respective dates as of
which information is given in the Final Pro-
spectus, there has been no material adverse
change in the condition (financial or other),
earnings, business or properties of the Compa-
ny, whether or not arising from transactions in
the ordinary course of business, except as set
forth in or contemplated in the Final Prospectus.
(j) On the date hereof and on the Closing
Date, Price Waterhouse LLP and/or any other firm of
certified independent public accountants acceptable to
the Representative shall have furnished to the Represen-
tative a letter, dated the date hereof and the date of
the Closing Date, respectively, in form and substance
satisfactory to the Representative, confirming that they
are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable pub-
lished rules and regulations thereunder, and stating in
effect that using the assumptions and methodology used by
the Company, all of which shall be described in such
letter, they have recalculated such numbers and percent-
ages set forth in the Final Prospectus as the Representa-
tive may reasonably request and agreed to by Price Water-
house LLP, compared the results of their calculations to
the corresponding items in the Final Prospectus, and
found each such number and percentage set forth in the
Final Prospectus to be in agreement with the results of
such calculations. To the extent historical financial
information with respect to the Company and/or historical
financial, delinquency or related information with re-
spect to one or more servicers is included in the Final
Prospectus, such letter or letters shall also relate to
such information.
(k) The Class A Certificates shall have re-
ceived the rating of "AAA" from Standard & Poor s Rating
Services and "Aaa" from Moody s Investors Service, Inc.,
and the Class B Certificates shall have received the
rating of at least "A" from Standard & Poor s Rating
Services and "A2" from Moody s Investors Service, Inc.
(l) Prior to the Closing Date, the Company
shall have furnished to the Representative such further
information, certificates and documents as the Represen-
tative may reasonably request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects
when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the
Representative and its counsel, this Agreement and all
obligations of the Underwriters hereunder may be canceled
at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be
given to the Company in writing or by telephone or tele-
graph confirmed in writing.
7. Reimbursement of Underwriters' Expenses. If
the sale of the Certificates provided for herein is not
consummated because any condition to the obligations of
the Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure
on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the
Company will reimburse the Underwriters severally upon
demand for all out-of-pocket expenses (including reason-
able fees and disbursements of counsel) that shall have
been incurred by them in connection with the proposed
purchase and sale of the Certificates.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold
harmless each Underwriter and each person who controls
any Underwriter within the meaning of either the Act or
the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a materi-
al fact contained in the Registration Statement for the
registration of the Certificates as originally filed or
in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or
in any amendment thereof 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 agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any
such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in
conformity with written information furnished to the
Company by or on behalf of any Underwriter through the
Representative specifically for use in connection with
the preparation thereof and (ii) such indemnity with
respect to the Basic Prospectus or any Preliminary Final
Prospectus shall not inure to the benefit of any Under-
writer (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or
liability purchased the Certificates which are the sub-
ject thereof if such person did not receive a copy of the
Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of
such Certificates to such person in any case where such
delivery is required by the Act and the untrue statement
or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was cor-
rected in the Final Prospectus (or the Final Prospectus
as amended or supplemented). This indemnity agreement
will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registra-
tion Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to
written information relating to such Underwriter fur-
nished to the Company by or on behalf of such Underwriter
through the Representative specifically for use in the
preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition
to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set
forth in the last paragraph of the cover page and under
the heading "Underwriting" or "Plan of Distribution" in
the Preliminary Final Prospectus, dated as of June 3,
1996, or the Final Prospectus, dated as of June 5, 1996,
constitute the only information furnished in writing by
or on behalf of the several Underwriters for inclusion in
the documents referred to in the foregoing indemnity, and
you, as the Representative, confirm that such statements
are correct.
(c) Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement
of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any
such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to
participate therein, and, to the extent that it may elect
by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with
counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action in-
clude both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to
it and/or other indemnified parties which are different
from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the
right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or par-
ties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume
the defense of such action and approval by the indemni-
fied party of counsel, the indemnifying party will not be
liable to such indemnified party under this Section 8 for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of
legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the ex-
penses of more than one separate counsel, approved by the
Representative in the case of subparagraph (a), repre-
senting the indemnified parties under subparagraph (a)
who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of
the action or (iii) the indemnifying party has authorized
the employment of counsel for the indemnified party at
the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in such
clause (i) or (iii). After such notice from the indemni-
fying party to such indemnified party, the indemnifying
party will not be liable for the costs and expenses of
any settlement of such action effected by such indemni-
fied party without the consent of the indemnifying party,
which will not be unreasonably withheld, unless such
indemnifying party waived its rights under this Section 8
in writing in which case the indemnified party may effect
such a settlement without such consent. No indemnifying
party may avoid its duty to indemnify under this Section
8 if such indemnifying party shall, without the prior
written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of
any judgment in, any pending or threatened action in
respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereun-
der by such indemnified party unless such settlement
includes an unconditional release of such indemnified
party from all liability on all claims that are the
subject matter of such action. An indemnifying party
shall not be liable for any settlement of any claim
effected without its consent unless its right to consent
under this Section 8 has been waived in writing.
(d) To provide for just and equitable contri-
bution in circumstances in which the indemnification
provided for in paragraph (a) or (b) of this Section 8 is
due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company or the
Underwriters on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (in-
cluding legal or other expenses reasonably incurred in
connection with investigating or defending same) to which
the Company and one or more of the Underwriters may be
subject, in such proportion so that the Underwriters are
responsible for that portion represented by the percent-
age that the underwriting discount bears to the sum of
such discount and the purchase price of the Certificates
specified in Schedule I hereto and the Company is respon-
sible for the balance; provided, however, that in no case
shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of
the Certificates) be responsible for any amount in excess
of the underwriting discount applicable to the Certifi-
cates purchased by such Underwriter hereunder.
Notwithstanding anything to the contrary in
this paragraph (d), 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 fraudu-
lent misrepresentation. For purposes of this Sec-
tion 8, each person who controls an Underwriter
within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as
such Underwriter, and each person who controls the
Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall
have signed the Registration Statement and each
director of the Company shall have the same rights
to contribution as the Company, subject in each case
to the preceding sentence of this paragraph (d).
Any party entitled to contribution will, promptly
after receipt of notice of commencement of any
action, suit or proceeding against such party in
respect of which a claim for contribution may be
made against another party or parties under this
paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve
the party or parties from whom contribution may be
sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph
(d).
9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of
the Certificates agreed to be purchased by such Under-
writer or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the re-
maining Underwriters shall be obligated severally to take
up and pay for (in the respective proportions which the
amount of Certificates set forth opposite their names in
Schedule I hereto bear to the aggregate amount of Certif-
icates set forth opposite the names of all the remaining
Underwriters) the Certificates which the defaulting
Underwriter or Underwriters agreed but failed to pur-
chase; provided, however, that in the event that the
aggregate amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Certificates
set forth in Schedule I hereto, the remaining Underwrit-
ers shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Certifi-
cates, and if such nondefaulting Underwriters do not
purchase all the Certificates, this Agreement will termi-
nate without liability to any nondefaulting Underwriter
or the Company. In the event of a default by any Under-
writer as set forth in this Section 9, the Closing Date
shall be postponed for such period, not exceeding seven
days, as the Representative shall determine in order that
the required changes in the Registration Statement and
the Final Prospectus or in any other documents or ar-
rangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereun-
der.
10. Termination. This Agreement shall be subject
to termination in the absolute discretion of the Repre-
sentative, by notice given to the Company prior to deliv-
ery of and payment for the Certificates, if prior to such
time (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Ex-
change, (ii) a banking moratorium shall have been de-
clared either by Federal or Delaware State authorities or
(iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United
States is such as to make it, in the judgment of the
Representative, impracticable to market the Certificates.
11. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of the
officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and pay-
ment for the Certificates. The provisions of Section 7
and 8 hereof and this Section 11 shall survive the termi-
nation or cancellation of this Agreement.
12. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to
the Representative, will be mailed, delivered or tele-
graphed to NationsBanc Capital Markets, Inc., NationsBank
Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina 28255, Attention: William A. Glenn, and to
any other Representative at such address, if any, as is
specified in writing to the Company for notices hereun-
der; or, if sent to the Company, will be mailed, deliv-
ered or telegraphed and confirmed to it at NationsBank
Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina, 28255, Attention: Treasurer, with a copy
to: NationsBank Corporation, Legal Department, NC1-007-
20-01, NationsBank Corporate Center, 100 North Tryon
Street, Charlotte, North Carolina, 28255, Attention: Paul
J. Polking, General Counsel.
13. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and
their respective successors and the officers and direc-
tors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obli-
gation hereunder.
14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOV-
ERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICT OF LAWS.
If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
NATIONSBANK OF DELAWARE, N.A.
By:/s/ John E. Mack
John E. Mack
Senior Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first written
above.
NATIONSBANC CAPITAL MARKETS, INC.,
as Representative
By: NATIONSBANC CAPITAL MARKETS, INC.
By:/s/ William A. Glenn
William A. Glenn
Managing Director
For themselves and the other
several Underwriters, if any,
named in Schedule I to the
foregoing Agreement.
SCHEDULE I
Principal Amount
of Class A Certificates to be Purchased
Underwriters
NationsBanc Capital Markets, Inc. $156,000,000
Chase Securities Inc. 150,000,000
Lehman Brothers 150,000,000
Morgan Stanley & Co. Incorporated 150,000,000
UBS Securities LLC 150,000,000
Total$756,000,000
Principal Amount
of Class B Certificates to Purchased
Underwriters
NationsBanc Capital Markets, Inc. $58,500,000
Total $58,500,000
FIRST AMENDMENT
TO
MASTER POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO THE MASTER POOLING AND
SERVICING AGREEMENT, dated as of June 11, 1996 (the
"First Amendment"), is by and among NATIONSBANK OF DELA-
WARE, N.A., as Transferor and Servicer, and THE BANK OF
NEW YORK, as Trustee.
WHEREAS the Transferor and Servicer, and the
Trustee have entered into the Master Pooling and Servic-
ing Agreement, dated as of December 1, 1993 (the "Agreement");
WHEREAS pursuant to Section 13.1(b) of the
Agreement, the Agreement may be amended from time to time
by the Servicer, the Transferor and the Trustee, without
the consent of any of the Certificateholders, for the
purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Agree-
ment, or of modifying, in any manner the rights of the
Holders of Investor Certificates; provided, that (i) the
Servicer shall have provided an Opinion of Counsel to the
Trustee to the effect that such amendment will not mate-
rially and adversely affect the interests of the Investor
Certificateholders of any outstanding Series, which
Opinion of Counsel may rely as to any rated series solely
on the rating confirmation referred to in clause (iii)
below (or 100% of the class of Certificateholders so
affected shall have consented), (ii) such amendment shall
not, as evidenced by an Opinion of Counsel, cause any
outstanding Series to fail to qualify as debt for Federal
income tax purposes, cause the Trust to be characterized
for Federal income tax purposes as an association taxable
as a corporation or otherwise have any material adverse
impact on the Federal income tax characterization of any
outstanding Series of Investor Certificates or the Feder-
al income taxation of any Investor Certificateholder or
any Certificate Owner and (iii) the Rating Agencies shall
confirm that such amendment shall not cause a reduction
or withdrawal of the rating of any outstanding Series of
Certificates; provided, further, that such amendment
shall not reduce in any manner the amount of, or delay
the timing of, distributions which are required to be
made on any Investor Certificate of such Series without
the consent of the related Investor Certificateholder,
change the definition of or the manner of calculating the
interest of any Investor Certificateholder of such Series
without the consent of the related Investor Certificate-
holder or reduce the aforesaid percentage required to
consent to any such amendment, in each case without the
consent of all such Investor Certificateholders;
WHEREAS the Transferor and Servicer, and the
Trustee wish to amend the Agreement as provided herein;
NOW THEREFORE, in consideration of the promises
and the agreements contained herein, the parties hereto
agree as follows:
Section 1. Amendment of Section 3.6.
(a) Section 3.6(a) is hereby amended to read
as follows:
"On or before April 30 of each calendar
year, or such other date as may be specified in the
related Supplement, the Servicer shall cause a firm
of nationally recognized independent public accoun-
tants (who may also render other services to the
Servicer or the Transferor) to furnish, as provided
in Section 13.5, a report to the Trustee, the Rating
Agencies and, as required, any Enhancement Provider
to the effect that such firm has performed an exami-
nation in accordance with generally accepted attes-
tation standards of the Servicer's internal controls
relating to the administration and servicing of
Accounts under this Agreement and any Supplement,
and that, based on such examination, such firm will
provide a report stating that the firm is of the
opinion that, assuming the accuracy of reports by
the Servicer's third party agents, the system of
internal accounting controls in effect on the date
of such statement relating to servicing procedures
performed by the Servicer, taken as a whole, was
sufficient for the prevention and detection of
errors and irregularities in amounts that would be
material and that such servicing was conducted in
compliance with Article III and IV and Section 8.8
of this Agreement and any Supplement during the
period covered by such report which shall be the
period from March 1 (or for the initial period, the
relevant Closing Date) of the preceding calendar
year to and including the last day of February of
such calendar year, except for such exceptions or
errors as such firm shall believe to be immaterial
and such other exceptions as shall be set forth in
such statement. A copy of such report may be ob-
tained by any Investor Certificateholder or Certifi-
cate Owner by a request in writing to the Trustee
addressed to the Corporate Trust Office."
(b) Section 3.6(b) is hereby deleted in its
entirety.
Section 2. Acknowledgement. The Trustee
acknowledges receipt of the following, each of which
shall be satisfactory to the Trustee in its sole discre-
tion:
(a) Notification in writing from each
Rating Agency to the effect that the terms of this First
Amendment will not result in a reduction or withdrawal of
the rating of any outstanding Series of Certificates with
respect to which it is a Rating Agency.
(b) An Opinion of Counsel to the effect
that this First Amendment will not materially and ad-
versely affect the interests of the Investor Certificate-
holders of any outstanding Series.
(c) An Opinion of Counsel to the effect
that this First Amendment will not cause any outstanding
Series to fail to qualify as debt for Federal income tax
purposes, cause the Trust to be characterized for Federal
income tax purposes as an association taxable as a corpo-
ration or otherwise have any material adverse impact on
the Federal income tax characterization of any outstand-
ing Series of Investor Certificates or the Federal income
taxation of any Investor Certificateholder or any Certif-
icate Owner.
(d) Counterparts of this First Amendment,
duly executed by the parties hereto.
Section 3. Agreement in Full Force and Effect
as Amended. Except as specifically amended or waived
hereby, all of the terms and conditions of the Agreement
shall remain in full force and effect. All references to
the Agreement in any other document or instrument shall
be deemed to mean such Agreement as amended by this First
Amendment. This First Amendment shall not constitute a
novation of the Agreement, but shall constitute an amend-
ment thereof. The parties hereto agree to be bound by
the terms and obligations of the Agreement, as amended by
this First Amendment, as though the terms and obligations
of the Agreement were set forth herein.
Section 4. Counterparts. This First Amendment
may be executed in any number of counterparts and by
separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and
the same instrument.
Section 5. Governing Law. THIS FIRST AMEND-
MENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REME-
DIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE
IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
Section 6. Defined Terms. Capitalized terms
used herein and not otherwise defined shall have the
meanings assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the Transferor and
Servicer, and the Trustee have caused this First Amend-
ment to be duly executed by their respective officers
thereunto duly authorized as of the day and year first
above written.
NATIONSBANK OF DELAWARE, N.A.,
as Transferor and Servicer
By: /s/ Thomas J. Korzik
Name: Thomas J. Korzik
Title: Senior Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/Joseph G. Ernst
Name: Joseph G. Ernst
Title: Asst. Vice President
NATIONSBANK OF DELAWARE, N.A
Transferor and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Certificateholders
______________________________
SERIES 1996-1 SUPPLEMENT
Dated as of June 11, 1996
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1993
______________________________
$900,000,000
NATIONSBANK CREDIT CARD MASTER TRUST
SERIES 1996-1
SERIES 1996-1 SUPPLEMENT, dated as of June 11,
1996 (this "Series Supplement"), between NATIONSBANK OF
DELAWARE, N.A., a national banking association, as
Transferor and Servicer, and THE BANK OF NEW YORK, a
banking corporation organized and existing under the laws
of New York (together with its successors in trust
thereunder as provided in the Agreement referred to
below, the "Trustee"), as trustee under the Master
Pooling and Servicing Agreement, dated as of December 1,
1993 (the "Agreement").
PRELIMINARY STATEMENT
Section 6.9 of the Agreement provides, among
other things, that the Transferor and the Trustee may at
any time and from time to time enter into one or more
Supplements to the Agreement for the purpose of
authorizing the issuance by the Trustee to the
Transferor, for execution and redelivery to the Trustee
for authentication, of one or more Series of
Certificates. The Transferor and the Servicer each
hereby enter into this Series Supplement with the Trustee
as required by Section 6.9(c) of the Agreement to provide
for the issuance, authentication and delivery of the
Class A Floating Rate Asset Backed Certificates, Series
1996-1 and the Class B Floating Rate Asset Backed
Certificates, Series 1996-1. In addition, there is
hereby created a class of uncertificated interests in the
Trust which shall be deemed to be "Investor Certificates"
for all purposes under the Agreement and this Series
Supplement and which shall be known as the "Collateral
Indebtedness Interest, Series 1996-1"; provided, however
that provisions of the Agreement relating to the
registration, transfer, authentication, delivery,
presentation, cancellation and surrender of Certificates
shall not be applicable to the Collateral Indebtedness
Interest, Series 1996-1 (the registration and transfer of
interests in the Collateral Indebtedness Interest, Series
1996-1 being governed by the Loan Agreement). In the
event that any term or provision contained herein shall
conflict with or be inconsistent with any term or
provision contained in the Agreement, the terms and
provisions of this Series Supplement shall govern.
All capitalized terms not otherwise defined
herein are defined in the Agreement. All Article,
Section or subsection references herein shall mean
Article, Section or subsections of the Agreement, except
as otherwise provided herein. Unless otherwise stated
herein, as the context otherwise requires or if such term
is otherwise defined in the Agreement, each capitalized
term used or defined herein shall relate only to the
Series 1996-1 Certificates and no other Series of
Certificates issued by the Trust.
Section 1. Designation. The Certificates
issued hereunder (including the Collateral Indebtedness
Interest) shall be designated generally as the Series
1996-1 Certificates.
Section 2. Definitions. The following words
and phrases shall have the following meaning with respect
to the Series 1996-1 Certificates and the definitions of
such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as
the feminine and neuter genders of such terms:
"Accumulation Commencement Due Period" shall
mean the Due Period in which the Accumulation Period
commences.
"Accumulation Period" shall mean the Class A
Accumulation Period and the Class B Accumulation Period.
"Accumulation Period Factor" shall mean, for
each Due Period, a fraction, the numerator of which is
equal to the sum of the initial invested amounts of all
outstanding Series, and the denominator of which is equal
to the sum of (a) the Initial Invested Amount, (b) the
initial invested amounts of all outstanding Series (other
than Series 1996-1) which are not expected to be in their
revolving periods during such Due Period and (c) the
initial invested amounts of all other outstanding Series
which are not allocating Excess Principal Collections to
other Series and are in their revolving periods during
such Due Period.
"Accumulation Period Length" shall have the
meaning assigned such term in Section 4.17.
"Amortization Period" shall mean the
Accumulation Period or the Early Amortization Period.
"Available Cash Collateral Amount" shall mean,
with respect to any Distribution Date, the lesser of (a)
the principal amount on deposit in the Cash Collateral
Account on such date (before giving effect to any deposit
to, or withdrawal from, the Cash Collateral Account to be
made with respect to such date) and (b) the Required Cash
Collateral Amount for such Distribution Date.
"Available Enhancement Amount" shall mean, with
respect to any Distribution Date, the lesser of (a) an
amount equal to the sum of the Available Cash Collateral
Amount and the Collateral Indebtedness Amount and (b) the
Required Enhancement Amount for such Distribution Date.
"Available Reserve Account Amount" shall mean,
with respect to any Distribution Date, the lesser of (a)
the amount on deposit in the Reserve Account on such date
(before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required
Reserve Account Amount for such Distribution Date.
"Base Rate" shall mean, with respect to any Due
Period, the sum of (a) the annualized percentage
equivalent of a fraction, the numerator of which is equal
to Monthly Interest with respect to the related
Distribution Date and the denominator of which is the
Investor Amount as of the last day of the preceding Due
Period and (b) 2.00% per annum.
"Business Day" shall mean any day other a
Saturday or Sunday or another day on which banking
institutions in Dover, Delaware, Charlotte, North
Carolina, New York, New York or, for the purpose of
determining LIBOR, London, England, are authorized or
obligated by law or executive order to be closed and for
all other purposes shall have the meaning provided in the
Agreement.
"Cash Collateral Account" shall have the
meaning specified in Section 4.13(a).
"Cash Enhancement Surplus" shall mean, as of
any date of determination, the lesser of (a) the
Enhancement Surplus and (b) the excess of the amount on
deposit in the Cash Collateral Account (after giving
effect to all deposits to and withdrawals from the Cash
Collateral Account with respect to such date) over the
Required Cash Collateral Amount.
"Class A Accumulation Period" shall mean,
unless an Early Amortization Event with respect to Series
1996-1 shall have occurred prior thereto, the period
commencing at the close of business on the last day of
the May 2002 Due Period, or such later date as shall be
determined in accordance with Section 4.17, and ending on
the first to occur of (a) the commencement of the Early
Amortization Period, (b) the payment in full to Class A
Certificateholders of the Class A Investor Amount or (c)
the Stated Series Termination Date.
"Class A Additional Interest" shall have the
meaning specified in Section 4.3(a).
"Class A Available Funds" shall mean, with
respect to any Due Period, an amount equal to the sum of
(a) the Class A Floating Percentage of Collections of
Finance Charge Receivables and any other amounts that are
to be treated as Collections of Finance Charge
Receivables allocable to Series 1996-1 in accordance with
the Agreement (including net interest and earnings on
funds on deposit in the Cash Collateral Account and the
Interest Funding Account), (b) if such Due Period relates
to a Distribution Date that occurs prior to the Class B
Principal Commencement Date, the amount of Principal
Funding Investment Proceeds, if any, with respect to such
Due Period and (c) the amount, if any, to be withdrawn
from the Reserve Account and included in Class A
Available Funds pursuant to Section 4.15(d).
"Class A Certificate Rate" shall mean, with
respect to the Class A Certificates, 0.15% per annum
above LIBOR, calculated on the basis of the actual number
of days in the related Interest Period and a 360 day
year.
"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 one of
the Certificates executed by the Transferor and
authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
"Class A Expected Final Distribution Date"
shall mean the June 2003 Distribution Date.
"Class A Fixed Percentage" shall mean, with
respect to any Due Period during an Amortization Period,
the percentage equivalent of a fraction the numerator of
which is equal to the Class A Invested Amount as of the
last day of the Revolving Period and the denominator of
which is equal to the greater of (i) the Aggregate
Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (ii) the sum of
the numerators used to calculate the invested percentages
with respect to Principal Receivables for all Series
outstanding as of the date on which such determination is
being made.
"Class A Floating Percentage" shall mean, with
respect to any Due Period, the percentage equivalent of a
fraction the numerator of which is equal to the Class A
Invested Amount as of the last day of the immediately
preceding Due Period (or the Class A Initial Invested
Amount, in the case of the first Due Period applicable to
Series 1996-1) and the denominator of which is equal to
the greater of (i) the Aggregate Principal Receivables in
the Trust as of the last day of the immediately preceding
Due Period and (ii) the sum of the numerators used to
calculate the invested percentages with respect to
Finance Charge Receivables and the Default Amount for all
Series outstanding as of the date on which such
determination is being made.
"Class A Initial Invested Amount" shall mean
the aggregate initial principal amount of the Class A
Certificates, which is $756,000,000.
"Class A Interest Shortfall" shall have the
meaning specified in Section 4.3(a).
"Class A Invested Amount" shall mean, on any
date of determination, an amount equal to (a) the Class A
Initial Invested Amount, minus (b) the Principal Funding
Account Balance, minus (c) the aggregate amount of
principal payments made to the Class A Certificateholders
prior to such date, minus (d) the aggregate amount of
Class A Investor Charge Offs for all prior Distribution
Dates, plus (e) the aggregate amount of Class A Investor
Charge Offs reimbursed pursuant to Section 4.8(b) prior
to such date; provided, however, that the Class A
Invested Amount may not be reduced below zero.
"Class A Investor Amount" shall mean, on any
date of determination while the Class A Certificates are
outstanding, an amount equal to the sum of the Class A
Invested Amount and the Principal Funding Account
Balance.
"Class A Investor Charge Off" shall have the
meaning specified in Section 4.7(a).
"Class A Investor Default Amount" shall mean,
with respect to each Distribution Date, an amount equal
to the product of (i) the Default Amount for the related
Due Period and (ii) the Class A Floating Percentage for
such Due Period.
"Class A Monthly Interest" shall have the
meaning specified in Section 4.3(a).
"Class A Monthly Principal" shall have the
meaning specified in Section 4.4(a).
"Class A Required Amount" shall have the
meaning specified in Section 4.5(a).
"Class A Servicing Fee" shall have the meaning
specified in Section 7 hereof.
"Class B Accumulation Period" shall mean,
unless an Early Amortization Event with respect to Series
1996-1 shall have occurred prior thereto, the period
commencing following the end of the Class A Accumulation
Period and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the
payment in full to Class B Certificateholders of the
Class B Investor Amount or (c) the Stated Series
Termination Date.
"Class B Additional Interest" shall have the
meaning specified in Section 4.3(b).
"Class B Available Funds" shall mean, with
respect to any Due Period, an amount equal to the sum of
(a) the Class B Floating Percentage of Collections of
Finance Charge Receivables and any other amounts that are
to be treated as Collections of Finance Charge
Receivables allocable to Series 1996-1 in accordance with
the Agreement (including net interest and earnings on
funds on deposit in the Cash Collateral Account and the
Interest Funding Account), (b) if such Due Period relates
to a Distribution Date that occurs on or after the Class
B Principal Commencement Date, the amount of Principal
Funding Investment Proceeds, if any, with respect to such
Due Period not required to make payments on or in respect
of the Class A Certificates and (c) the amount, if any,
to be withdrawn from the Reserve Account and included in
Class B Available Funds pursuant to Section 4.15(d).
"Class B Certificate Rate" shall mean, with
respect to the Class B Certificates, 0.28% per annum
above LIBOR, calculated on the basis of the actual number
of days in the related Interest Period and a 360 day
year.
"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 one of
the Certificates executed by the Transferor and
authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"Class B Expected Final Distribution Date"
shall mean the July 2003 Distribution Date.
"Class B Fixed Percentage" shall mean, with
respect to any Due Period during an Amortization Period,
the percentage equivalent of a fraction the numerator of
which is equal to the Class B Invested Amount as of the
last day of the Revolving Period and the denominator of
which is equal to the greater of (i) the Aggregate
Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (ii) the sum of
the numerators used to calculate the invested percentages
with respect to Principal Receivables for all Series
outstanding as of the date on which such determination is
being made.
"Class B Floating Percentage" shall mean, with
respect to any Due Period, the percentage equivalent of a
fraction the numerator of which is equal to the Class B
Invested Amount as of the last day of the immediately
preceding Due Period (or the Class B Initial Invested
Amount, in the case of the first Due Period applicable to
Series 1996-1) and the denominator of which is equal to
the greater of (i) the Aggregate Principal Receivables in
the Trust as of the last day of the immediately preceding
Due Period and (ii) the sum of the numerators used to
calculate the invested percentages with respect to
Finance Charge Receivables and the Default Amount for all
Series outstanding as of the date on which such
determination is being made.
"Class B Initial Invested Amount" shall mean
the aggregate initial principal amount of the Class B
Certificates, which is $58,500,000.
"Class B Interest Shortfall" shall have the
meaning specified in Section 4.3(b).
"Class B Invested Amount" shall mean, on any
date of determination, an amount equal to (a) the Class B
Initial Invested Amount, minus (b) after the Class A
Invested Amount has been paid in full, the Principal
Funding Account Balance minus (c) the aggregate amount of
principal payments made to the Class B Certificateholders
prior to such date minus (d) the aggregate amount of
Class B Investor Charge Offs for all prior Distribution
Dates, minus (e) the amount of Class B Subordinated
Principal Collections allocated on all prior Distribution
Dates pursuant to Section 4.9(a), minus (f) an amount
equal to the amount by which the Class B Invested Amount
has been reduced on all prior Distribution Dates pursuant
to Section 4.7(a), plus (g) the amount of Excess Spread
and Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to
Section 4.8(e) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (d), (e) and
(f); provided, however, that the Class B Invested Amount
may not be reduced below zero.
"Class B Investor Amount" shall mean, on any
date of determination, an amount equal to the Class B
Invested Amount plus, after the Class A Invested Amount
has been paid in full, the Principal Funding Account
Balance.
"Class B Investor Charge Offs" shall have the
meaning specified in Section 4.7(b).
"Class B Investor Default Amount" shall mean,
with respect to each Distribution Date, an amount equal
to the product of (i) the Default Amount for the related
Due Period and (ii) the Class B Floating Percentage for
such Due Period.
"Class B Monthly Interest" shall have the
meaning specified in Section 4.3(b).
"Class B Monthly Principal" shall have the
meaning specified in Section 4.4(b).
"Class B Principal Commencement Date" shall
mean the Distribution Date on which the Class A Investor
Amount is paid in full or, if the Class A Investor Amount
is paid in full on the Class A Expected Final
Distribution Date and the Early Amortization Period has
not commenced, the Distribution Date following the Class
A Expected Final Distribution Date.
"Class B Required Amount" shall have the
meaning specified in Section 4.5(b).
"Class B Servicing Fee" shall have the meaning
specified in Section 7 hereof.
"Class B Subordinated Principal Collections"
shall mean, with respect to any Due Period, an amount
equal to the product of (i) the Class B Floating
Percentage with respect to any Due Period during the
Revolving Period or Class B Fixed Percentage with respect
to any Due Period during an Amortization Period and (ii)
the aggregate amount of Collections of Principal
Receivables for such Due Period.
"Closing Date" shall mean June 11, 1996.
"Collateral Available Funds" shall mean, with
respect to any Due Period, an amount equal to the
Collateral Floating Percentage of Collections of Finance
Charge Receivables and any other amounts that are to be
treated as Collections of Finance Charge Receivables
allocable to Series 1996-1 in accordance with the
Agreement (including net interest and earnings on funds
on deposit in the Cash Collateral Account and the
Interest Funding Account).
"Collateral Default Amount" shall mean, with
respect to each Distribution Date, an amount equal to the
product of (i) the Default Amount for the related Due
Period and (ii) the Collateral Floating Percentage for
such Due Period.
"Collateral Fixed Percentage" shall mean, with
respect to any Due Period during an Amortization Period,
the percentage equivalent of a fraction the numerator of
which is equal to the Collateral Indebtedness Amount as
of the last day of the Revolving Period and the
denominator of which is equal to the greater of (i) the
Aggregate Principal Receivables in the Trust as of the
last day of the immediately preceding Due Period and (ii)
the sum of the numerators used to calculate the invested
percentages with respect to Principal Receivables for all
Series outstanding as of the date on which such
determination is being made.
"Collateral Floating Percentage" shall mean,
with respect to any Due Period, the percentage equivalent
of a fraction, the numerator of which is equal to the
Collateral Indebtedness Amount as of the last day of the
immediately preceding Due Period (or the Collateral
Initial Indebtedness Amount, in the case of the first Due
Period applicable to Series 1996-1) and the denominator
of which is equal to the greater of (i) the Aggregate
Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (ii) the sum of
the numerators used to calculate the invested percentages
with respect to Finance Charge Receivables and the
Default Amount for all Series outstanding as of the date
on which such determination is being made.
"Collateral Indebtedness Amount" shall mean, on
any date of determination, an amount equal to (a) the
Collateral Initial Indebtedness Amount, minus (b) the
aggregate amount of principal payments made to the
Collateral Indebtedness Holder on or prior to such date
pursuant hereto or (without duplication) pursuant to the
Loan Agreement, minus (c) the amount of Collateral
Subordinated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.9(a) and (b),
minus (d) an amount equal to the amount by which the
Collateral Indebtedness Amount has been reduced on all
prior Distribution Dates pursuant to Section 4.7(a), (b)
and (c), plus (e) the amount of Excess Spread and Excess
Finance Charge Collections allocated and available on all
prior Distribution Dates pursuant to Section 4.8(i) for
the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c) and (d); provided, however,
that the Collateral Indebtedness Amount may not be
reduced below zero.
"Collateral Indebtedness Holder" shall mean the
entity designated as such in the Loan Agreement.
"Collateral Indebtedness Interest" shall mean 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
Indebtedness Holder under this Series Supplement, the
portion of Collections allocable thereto under the
Agreement and this Series Supplement, funds on deposit in
the Collection Account allocable thereto pursuant to the
Agreement and this Series Supplement and, subject to the
rights of the Class A Certificateholders and the Class B
Certificateholders with respect thereto, funds on deposit
in the Cash Collateral Account.
"Collateral Initial Indebtedness Amount" shall
mean the aggregate initial principal amount of the
Collateral Indebtedness Interest, which is $85,500,000.
"Collateral Monthly Interest" shall have the
meaning specified in Section 4.3(c).
"Collateral Monthly Principal" shall have the
meaning specified in Section 4.4(c).
"Collateral Required Amount" shall have the
meaning specified in Section 4.5(c).
"Collateral Servicing Fee" shall have the
meaning specified in Section 7 hereof.
"Collateral Subordinated Principal Collections"
shall mean, with respect to any Due Period, an amount
equal to the product of (i) the Collateral Floating
Percentage with respect to any Due Period during the
Revolving Period or the Collateral Fixed Percentage with
respect to any Due Period during an Amortization Period
and (ii) the aggregate amount of Collections of Principal
Receivables for such Due Period.
"Controlled Accumulation Amount" shall mean (a)
for any Distribution Date with respect to the Class A
Accumulation Period, $63,000,000; provided, however, if
the Accumulation Period Length shall be determined to be
less than 12 months in accordance with Section 4.17, the
Controlled Accumulation Amount with respect to the Class
A Certificates shall be equal to (i) the product of (x)
the Class A Initial Invested Amount and (y) the
Accumulation Period Factor for such Due Period divided by
(ii) the Required Accumulation Factor Number and (b) for
any Distribution Date with respect to the Class B
Accumulation Period, $58,500,000.
"Controlled Deposit Amount" shall mean, for any
Distribution Date with respect to the Accumulation
Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Distribution Date and any
Deficit Controlled Accumulation Amount for the
immediately preceding Distribution Date.
"Covered Amount" shall mean (a) for any
Distribution Date with respect to the Class A
Accumulation Period or the first Special Distribution
Date, if such Special Distribution Date occurs on or
prior to the Distribution Date on which the Class A
Investor Amount shall be paid in full, an amount equal to
the product of (i) a fraction the numerator of which is
the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class A
Certificate Rate in effect for the related Interest
Period and (iii) the Principal Funding Account Balance,
if any, as of the preceding Distribution Date and (b) for
any Distribution Date with respect to the Class B
Accumulation Period or the first Special Distribution
Date, if such Special Distribution Date occurs after the
Distribution Date on which the Class A Investor Amount
shall have been paid in full and on or prior to the
Distribution Date on which the Class B Investor Interest
shall be paid in full, an amount equal to the product of
(i) a fraction the numerator of which is the actual
number of days in the related Interest Period and the
denominator of which is 360, (ii) the Class B Certificate
Rate in effect for the related Interest Period and (iii)
the Principal Funding Account Balance, if any, as of the
preceding Distribution Date.
"Deficit Controlled Accumulation Amount" shall
mean (a) on the first Distribution Date with respect to
the Class A Accumulation Period or the Class B
Accumulation Period, the excess, if any, of the
applicable Controlled Accumulation Amount for such
Distribution Date over the amount deposited into the
Principal Funding Account as Class A Monthly Principal or
Class B Monthly Principal, as the case may be, for such
Distribution Date and (b) on each subsequent Distribution
Date with respect to the Class A Accumulation Period or
the Class B Accumulation Period, the excess, if any, of
the applicable Controlled Deposit Amount for such
subsequent Distribution Date over the amount deposited
into the Principal Funding Account as Class A Monthly
Principal or Class B Monthly Principal, as the case may
be, for such subsequent Distribution Date.
"Distribution Date" shall mean the 15th day of
each month, or, if such day is not a Business Day, the
next succeeding Business Day, commencing with July 15,
1996.
"Due Period" shall mean each calendar month.
"Early Amortization Period" shall mean the
period commencing at the close of business on the day on
which an Early Amortization Event with respect to Series
1996-1 is deemed to have occurred, and ending on the
first to occur of (a) the payment in full of the Class A
Invested Amount, the Class B Invested Amount and the
Collateral Indebtedness Amount, respectively or (b) the
Stated Series Termination Date.
"Enhancement Surplus" shall mean, with respect
to any Distribution Date, the excess, if any, of (a) the
sum of the Collateral Indebtedness Amount and the
principal amount on deposit in the Cash Collateral
Account over (b) the Required Enhancement Amount.
"Excess Finance Charge Collections" shall mean,
with respect to any Due Period, the aggregate amount for
all outstanding Series of Collections of Finance Charge
Receivables which the related Supplements specify are to
be treated as "Excess Finance Charge Collections" for
such Due Period.
"Excess Principal Collections" shall mean, with
respect to Series 1996-1, amounts to be treated as such
pursuant to Section 4.6(d)(ii) and 4.6(e)(iv) (which
amounts shall be available for other Series pursuant to
Section 4.1(f) of the Agreement).
"Excess Spread" shall mean, with respect to any
Distribution Date, the sum of the amounts, if any,
specified pursuant to Sections 4.6(a)(iv), 4.6(b)(iii)
and 4.6(c)(ii) with respect to such Distribution Date.
"Finance Charge Shortfall" shall have the
meaning specified in Section 4.11.
"Fixed Allocation Percentage" shall mean, with
respect to any Due Period during an Amortization Period,
the sum of the Class A Fixed Percentage, the Class B
Fixed Percentage and the Collateral Fixed Percentage.
"Floating Allocation Percentage" shall mean,
with respect to any Due Period, the sum of the Class A
Floating Percentage, the Class B Floating Percentage and
the Collateral Floating Percentage.
"Initial Invested Amount" shall mean the
aggregate initial principal amount of the Series 1996-1
Certificates, which is $900,000,000.
"Interest Funding Account" shall have the
meaning specified in Section 4.16(a).
"Interest Payment Date" shall mean the 15th day
of each September, December, March and June, or, if such
day is not a Business Day, the next succeeding Business
Day, commencing September 16, 1996, provided that
following payment in full of the Class A Certificates or
upon the occurrence of an Early Amortization Event, each
Distribution Date will be an Interest Payment Date.
"Interest Period" shall mean, with respect to
any Distribution Date, the period from and including the
previous Distribution Date through the day preceding such
Distribution Date, except that the initial Interest
Period will be the period from and including the Closing
Date through the day preceding the initial Distribution
Date.
"Invested Amount" shall mean, as of any date of
determination, an amount equal to the sum of the Class A
Invested Amount, the Class B Invested Amount and the
Collateral Indebtedness Amount, in each case as of such
date.
"Invested Percentage" shall mean, with respect
to any Due Period, (a) when used with respect to
Principal Receivables during the Revolving Period, the
Floating Allocation Percentage, (b) when used with
respect to Principal Receivables during an Amortization
Period, the Fixed Allocation Percentage and (c) when used
with respect to Finance Charge Receivables and the
Default Amount at any time, the Floating Allocation
Percentage.
"Investor Amount" shall mean, as of any date of
determination, an amount equal to the sum of the Class A
Investor Amount, the Class B Investor Amount and the
Collateral Indebtedness Amount, in each case as of such
date.
"Investor Default Amount" shall mean, with
respect to any Distribution Date, an amount equal to the
product of (a) the Default Amount for the immediately
preceding Due Period and (b) the Floating Allocation
Percentage for such Due Period.
"Investor Monthly Servicing Fee" shall have the
meaning specified in Section 7 hereof.
"LIBOR" shall mean an interest rate per annum
determined by the Trustee for each Interest Period in
accordance with the provisions of Section 4.12.
"LIBOR Determination Date" shall mean June 7,
1996, with respect to the period from the Closing Date
through the day preceding the September 1996 Interest
Payment Date, and thereafter the second Business Day
prior to every third Distribution Date, commencing with
the September 1996 Distribution Date.
"Loan Agreement" shall mean the agreement among
the Transferor, the Servicer, the Trustee and the
Collateral Indebtedness Holder, dated as of the date
hereof, as amended, supplemented or otherwise modified
from time to time in accordance with its terms.
"Minimum Aggregate Principal Receivables" shall
have the meaning specified in Section 3.
"Minimum Transferor Interest Percentage" shall
have the meaning specified in Section 3.
"Monthly Interest" shall mean, with respect to
any Distribution Date, the Class A Monthly Interest, the
Class B Monthly Interest and the Collateral Monthly
Interest for such Distribution Date.
"Net Servicing Fee Percentage" shall mean 1.25%
per annum.
"Portfolio Yield" shall mean, with respect to
any Due Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to (a) an
amount equal to the amount of Collections of Finance
Charge Receivables that are allocated to Series 1996-1
with respect to such Due Period (including net interest
and earnings on funds on deposit in the Cash Collateral
Account and the Interest Funding Account), plus (b) any
Excess Finance Charge Collections that are allocated to
Series 1996-1 with respect to such Due Period, plus (c)
any interest and other investment earnings on funds on
deposit in the Principal Funding Account and the Reserve
Draw Amount with respect to such Due Period, minus (d)
the Investor Default Amount for the Distribution Date
with respect to such Due Period, and the denominator of
which is the Investor Amount as of the last day of the
preceding Due Period.
"Principal Funding Account" shall have the
meaning specified in Section 4.14(a).
"Principal Funding Account Balance" shall mean,
with respect to any date of determination during the
Accumulation Period, the principal amount, if any, of
funds on deposit in the Principal Funding Account on such
date of determination.
"Principal Funding Investment Proceeds" shall
have the meaning specified in Section 4.14(b).
"Rating Agencies" shall mean Moody's and
Standard & Poor's.
"Rating Agency Condition" shall mean the
notification in writing by each Rating Agency to the
Trustee (which notification may be addressed to any of
the Transferor, the Servicer or the Trustee) that an
action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the Investor
Certificates of any outstanding Series or class of a
Series with respect to which it is a Rating Agency.
"Reallocated Principal Collections" shall mean,
with respect to any Due Period, an amount equal to the
sum of Class B Subordinated Principal Collections and
Collateral Subordinated Principal Collections for such
Due Period.
"Reference Banks" shall mean the three major
banks in the London interbank market selected by the
Servicer.
"Required Accumulation Factor Number" shall be
equal to a fraction, rounded upwards to the nearest whole
number, the numerator of which is one and the denominator
of which is equal to the lowest monthly principal payment
rate on the Accounts (or any lower monthly principal
payment rate selected by the Servicer at its option),
expressed as a decimal, for the 12 months preceding the
date of such calculation.
"Required Cash Collateral Amount" shall mean
the amount specified as such in the Loan Agreement or
such higher amount designated by the Transferor; provided
that no such higher amount may be designated by the
Transferor if any amounts are due and owing under the
Loan Agreement at the time of such designation.
"Required Draw Amount" shall have the meaning
specified in Section 4.13(c).
"Required Enhancement Amount" shall mean, with
respect to any Distribution Date, an amount equal to the
product of the Invested Amount (after giving effect to
all reductions thereof to be made on such Distribution
Date) and 9.5%, but not less than $27,000,000; provided,
however, that (i) if an Early Amortization Event shall
have occurred, the Required Enhancement Amount for each
Distribution Date thereafter (subject to clause (ii)
below) shall equal the Required Enhancement Amount for
the Distribution Date immediately preceding the
occurrence of such Early Amortization Event, (ii) in no
event shall the Required Enhancement Amount exceed the
sum of the Class A Invested Amount and the Class B
Invested Amount on such date and (iii) the Required
Enhancement Amount may be reduced without the consent of
the Series 1996-1 Certificateholders if the Rating Agency
Condition shall have been satisfied and the Transferor
shall have delivered to the Trustee an Officer's
Certificate to the effect that, based on the facts known
to such officer at such time, in the reasonable belief of
the Transferor, such reduction will not cause an Early
Amortization Event or an event that, after the giving of
notice or the lapse of time, would constitute an Early
Amortization Event, to occur with respect to Series 1996-
1.
"Required Reserve Account Amount" shall mean,
with respect to any Distribution Date prior to the
Reserve Account Funding Date, $0, and on or after the
Reserve Account Funding Date, an amount equal to (a) 0.5%
of the Class A Investor Amount as of the preceding
Distribution Date (after giving effect to all changes
therein on such date) or (b) any other amount designated
by the Transferor; provided, however, that if such
designation pursuant to (b) above is of a lesser amount
than that calculated pursuant to (a) above, (i) the
Rating Agency Condition shall have been satisfied and
(ii) the Transferor shall have delivered to the Trustee
an Officer's Certificate to the effect that, based on the
facts known to such officer at such time, in the
reasonable belief of such officer, such designation will
not cause an Early Amortization Event or an event that,
after the giving of notice or the lapse of time, would
cause an Early Amortization Event, to occur with respect
to Series 1996-1.
"Reserve Account" shall have the meaning
specified in Section 4.15(a).
"Reserve Account Funding Date" shall mean the
Distribution Date with respect to the Due Period which
commences three months prior to the Accumulation
Commencement Due Period, provided that the Reserve
Account Funding Date shall be accelerated to (a) the
Distribution Date with respect to the Due Period which
commences four months prior to the Accumulation
Commencement Due Period if the Portfolio Yield minus the
Base Rate shall for any Due Period be less than 4%; (b)
the Distribution Date with respect to the Due Period
which commences six months prior to the Accumulation
Commencement Due Period if the Portfolio Yield minus the
Base Rate shall for any Due Period be less than 3%; or
(c) the Distribution Date which commences 12 months prior
to the Accumulation Commencement Due Period if the
Portfolio Yield minus the Base Rate shall for any Due
Period be less than 2%.
"Reserve Account Surplus" shall mean, as of any
date of determination, 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 Section 4.15(c).
"Revolving Period" shall mean the period
beginning on the Closing Date and ending on the earlier
of (a) the close of business on the day preceding the
commencement of the Class A Accumulation Period and (b)
the close of business on the day preceding the
commencement of the Early Amortization Period.
"Series 1996-1" shall mean the Series the terms
of which are specified in this Series Supplement.
"Series 1996-1 Certificate" shall mean a Class
A Certificate, a Class B Certificate or the Collateral
Indebtedness Interest.
"Series 1996-1 Certificateholder" shall mean a
Class A Certificateholder, a Class B Certificateholder or
the Collateral Indebtedness Holder.
"Servicer Interchange" shall mean, for any Due
Period, the amount of Interchange included as Collections
of Finance Charge Receivables allocated to the Series
1996-1 Certificates with respect to such Due Period
pursuant to Section 7(b) hereof; provided, however, that
Servicer Interchange for a Due Period shall not exceed
one-twelfth of the product of (i) the Invested Amount as
of the last day of such Due Period and (ii) 0.75%.
"Servicing Base Amount" shall have the meaning
specified in Section 7(a) hereof.
"Servicing Fee Percentage" shall mean 2.00%.
"Special Distribution Date" shall mean each
Distribution Date with respect to the Early Amortization
Period.
"Stated Series Termination Date" shall mean the
February 2006 Distribution Date.
"Telerate Page 3750" means 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).
"Transfer Date" shall mean the Business Day
preceding each Distribution Date.
Section 3. Minimum Transferor Interest
Percentage and Minimum Aggregate Principal Receivables.
The Minimum Transferor Interest Percentage applicable to
the Series 1996-1 Certificates shall be 7% (unless (a)
the Trustee shall have received an Opinion of Counsel
that a lower percentage will not have any material
adverse effect on the Federal income tax characterization
of any outstanding Series of Investor Certificates and
(b) the Rating Agency Condition shall be satisfied with
respect to such lower percentage). The Minimum Aggregate
Principal Receivables with respect to the Series 1996-1
Certificates shall be the sum of (a) the Initial Invested
Amount and (b) the initial invested amounts (or other
amount specified in the applicable Supplement) of all
other Series outstanding on any date of determination.
Section 4. Reassignment and Transfer Terms.
The Series 1996-1 Certificates may be reassigned and
transferred to the Transferor on any Distribution Date on
or after which the Invested Amount is reduced to an
amount less than or equal to 5% of the Initial Invested
Amount, subject to the provisions of Section 12.2 of the
Agreement.
Section 5. Delivery and Payment for the
Certificates. The Trustee shall deliver the Series 1996-
1 Certificates when authenticated in accordance with
Section 6.2 of the Agreement (except in the case of the
Collateral Indebtedness Interest, which shall be in
uncertificated form).
Section 6. Form of Delivery of the Series
1996-1 Certificates. The Class A Certificates and the
Class B Certificates shall be delivered as provided in
Section 6.11 of the Agreement. The Collateral
Indebtedness Interest shall be issued in uncertificated
form.
Section 7. Servicing Compensation;
Interchange. (a) The share of the Monthly Servicing Fee
allocable to the Series 1996-1 Certificateholders with
respect to any Distribution Date (the "Investor Monthly
Servicing Fee") shall be equal to one-twelfth of the
product of (x) the Servicing Fee Percentage and (y) the
Invested Amount, if any, as of the last day of the Due
Period preceding such Distribution Date (the amount
calculated pursuant to this clause (y) is referred to as
the "Servicing Base Amount"); provided, however, with
respect to the first Distribution Date, the Investor
Monthly Servicing Fee shall be equal to $1,700,000. On
each Distribution Date, Servicer Interchange with respect
to the related Due Period that is on deposit in the
Collection Account shall be withdrawn from the Collection
Account and paid to the Servicer in payment of a portion
of the Investor Monthly Servicing Fee with respect to
such Due Period. If such Servicer Interchange is
insufficient to reach the limit specified in the proviso
to the definition of "Servicer Interchange," a portion of
the Investor Monthly Servicing Fee with respect to such
Due Period equal to such insufficiency will not be paid.
The share of the Investor Monthly Servicing Fee allocable
to the Class A Certificateholders (after giving effect to
the distribution of Servicer Interchange, if any, to the
Servicer) with respect to any Distribution Date (the
"Class A Servicing Fee") shall be equal to one-twelfth of
the product of (x) the Net Servicing Fee Percentage and
(y) the Class A Invested Amount; provided, however, that
with respect to the first Distribution Date, the Class A
Servicing Fee shall be equal to $892,500. The share of
the Investor Monthly Servicing Fee allocable to the Class
B Certificateholders (after giving effect to the
distribution of Servicer Interchange, if any, to the
Servicer) with respect to any Distribution Date (the
"Class B Servicing Fee") shall be equal to one-twelfth of
the product of (x) the Net Servicing Fee Percentage and
(y) the Class B Invested Amount; provided, however, that
with respect to the first Distribution Date, the Class B
Servicing Fee shall be equal to $69,062.50. The share of
the Investor Monthly Servicing Fee allocable to the
Collateral Indebtedness Holder (after giving effect to
the distribution of Servicer Interchange, if any, to the
Servicer) with respect to any Distribution Date (the
"Collateral Servicing Fee") shall be equal to one-twelfth
of the product of (x) the Net Servicing Fee Percentage
and (y) the Collateral Invested Amount; provided,
however, that with respect to the first Distribution
Date, the Collateral Servicing Fee shall be equal to
$100,937.50. The Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee shall be
payable solely to the extent amounts are available for
distribution in respect thereof pursuant to this Series
Supplement. The remainder of the Monthly Servicing Fee
shall be paid by the Transferor or the Certificateholders
of other Series (as provided in the Agreement and the
Supplements relating to such other Series) or from
Servicer Interchange and in no event shall the Trust, the
Trustee or the Series 1996-1 Certificateholders be liable
for the share of the Monthly Servicing Fee to be paid by
the Transferor or the Certificateholders of any other
Series or from Servicer Interchange.
(b) Interchange. On or prior to each
Determination Date, the Transferor shall notify the
Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables allocable to
the Series 1996-1 Certificates (including Interchange to
be applied as Servicer Interchange) with respect to the
preceding Due Period. On each Transfer Date, the
Transferor shall pay to the Servicer, and the Servicer
shall deposit into the Collection Account, in immediately
available funds, the amount of Interchange to be so
included as Collections of Finance Charge Receivables
allocable to the Series 1996-1 Certificates with respect
to the preceding Due Period. The Transferor hereby
assigns, sets-over, conveys, pledges and grants a
security interest and lien to the Trustee for the benefit
of the Series 1996-1 Certificateholders in Interchange
and the proceeds of Interchange, as set forth in this
subsection 7(b). In connection with the foregoing grant
of a security interest, this Series Supplement shall
constitute a security agreement under applicable law. To
the extent that a Supplement for a Series other than
Series 1996-1, assigns, sets-over, conveys, pledges or
grants a security interest in Interchange allocable to
the Trust, all Certificates of any such Series (except as
otherwise specified in any such Supplement) and the
Series 1996-1 Certificates shall rank pari passu and be
equally and ratably entitled as provided herein to the
benefits of such Interchange without preference or
priority on account of the actual time or times of
authentication and delivery, all in accordance with the
terms and provisions of this Series Supplement and other
related Supplements.
Section 8. Article IV of the Agreement. Any
provisions of Article IV of the Agreement which
distribute Collections to the Transferor on the basis of
the Transferor Percentage shall continue to apply
irrespective of the issuance of the Series 1996-1
Certificates. Section 4.1 of the Agreement shall read in
its entirety as provided in the Agreement. Article IV of
the Agreement (except for Section 4.1) as it relates to
Series 1996-1 shall read in its entirety as follows:
ARTICLE IV
Rights of Series 1996-1 Certificateholders and
Allocation and Application of Collections
Section 4.2 Collections and Allocations. The
Servicer shall apply, or shall instruct the Trustee to
apply, all Collections and other funds on deposit in the
Collection Account that are allocated to the Series 1996-
1 Certificates as described in this Article IV. For so
long as NationsBank of Delaware, N.A. or an Affiliate
thereof shall be the Servicer hereunder and a Servicer
Default shall not have occurred and be continuing, the
Servicer may make any deposits into the Collection
Account with respect to Series 1996-1 on any date net of
amounts payable with respect to Series 1996-1 as of such
date to the Transferor or the Servicer from amounts on
deposit in the Collection Account.
Section 4.3 Determination of Monthly Interest.
(a) The amount of monthly interest ("Class A Monthly
Interest") with respect to the Class A Certificates on
any Distribution Date shall be an amount equal to the
product of (i)(A) a fraction, the numerator of which is
the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class
A Certificate Rate for the related Interest Period and
(ii) the outstanding principal amount of the Class A
Certificates as of the preceding Record Date; provided,
however, that with respect to the first Distribution
Date, the outstanding principal amount of the Class A
Certificates will be determined as of the Closing Date.
On the Determination Date preceding each
Distribution Date, the Servicer shall determine the
excess, if any (the "Class A Interest Shortfall"), of (x)
the Class A Monthly Interest for such Distribution Date
over (y) the aggregate amount of funds allocated and
available to pay such Class A Monthly Interest on such
Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than
zero, an additional amount ("Class A Additional
Interest") equal to the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the
related Interest Period and the denominator of which is
360, times (B) the Class A Certificate Rate for the
related Interest Period plus 2.00% per annum and (ii)
such Class A Interest Shortfall (or the portion thereof
which has not theretofore been paid to Class A
Certificateholders) shall be deposited in the Interest
Funding Account with respect to the Class A Certificates
on each Distribution Date following such Distribution
Date to and including the Distribution Date on which such
Class A Interest Shortfall is deposited in the Interest
Funding Account. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be
payable or distributed to Class A Certificateholders only
to the extent permitted by applicable law.
(b) The amount of monthly interest
("Class B Monthly Interest") with respect to the Class B
Certificates on any Distribution Date shall be an amount
equal to the product of (i)(A) a fraction, the numerator
of which is the actual number of days in the related
Interest Period and the denominator of which is 360,
times (B) the Class B Certificate Rate for the related
Interest Period and (ii) the outstanding principal amount
of the Class B Certificates as of the preceding Record
Date; provided, however, that with respect to the first
Distribution Date, the outstanding principal amount of
the Class B Certificates will be determined as of the
Closing Date.
On the Determination Date preceding each
Distribution Date, the Servicer shall determine the
excess, if any (the "Class B Interest Shortfall"), of (x)
the Class B Monthly Interest for such Distribution Date
over (y) the aggregate amount of funds allocated and
available to pay such Class B Monthly Interest on such
Distribution Date. If the Class B Interest Shortfall
with respect to any Distribution Date is greater than
zero, an additional amount ("Class B Additional
Interest") equal to the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the
related Interest Period and the denominator of which is
360, times (B) the Class B Certificate Rate for the
related Interest Period plus 2.00% per annum and (ii)
such Class B Interest Shortfall (or the portion thereof
which has not theretofore been paid to Class B
Certificateholders) shall be deposited in the Interest
Funding Account with respect to the Class B Certificates
on each Distribution Date following such Distribution
Date to and including the Distribution Date on which such
Class B Interest Shortfall is deposited in the Interest
Funding Account. Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be
payable or distributed to Class B Certificateholders only
to the extent permitted by applicable law.
(c) The amount of monthly interest
("Collateral Monthly Interest") distributable from the
Collection Account with respect to the Collateral
Indebtedness Interest on any Distribution Date shall be
equal to the amount of interest (including any overdue
interest and any interest on overdue interest) payable in
respect of the Collateral Indebtedness Interest pursuant
to the Loan Agreement.
Section 4.4 Determination of Monthly
Principal. (a) The amount of monthly principal
("Class A Monthly Principal") distributable or available
for deposit into the Principal Funding Account from the
Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with
the Distribution Date in the month following the month in
which the Amortization Period begins, shall be equal to
the least of (x) the Fixed Allocation Percentage of
Collections of Principal Receivables with respect to the
preceding Due Period plus the amount of any Excess
Principal Collections with respect to other Series that
are allocated to Series 1996-1 in accordance with the
Agreement minus the amount of Reallocated Principal
Collections applied pursuant to Section 4.9 on such
Distribution Date, (y) for each Distribution Date with
respect to the Class A Accumulation Period prior to the
Class A Expected Final Distribution Date, the Controlled
Deposit Amount for such Distribution Date and (z) the
Class A Invested Amount with respect to such Distribution
Date.
(b) The amount of monthly principal
("Class B Monthly Principal") distributable or available
for deposit into the Principal Funding Account from the
Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with
the Class B Principal Commencement Date, shall be equal
to the least of (x) the Fixed Allocation Percentage of
Collections of Principal Receivables with respect to the
preceding Due Period plus the amount of any Excess
Principal Collections with respect to other Series that
are allocated to Series 1996-1 in accordance with the
Agreement minus the amount of Reallocated Principal
Collections applied pursuant to Section 4.9 on such
Distribution Date minus the portion of such amounts
applied to Class A Monthly Principal on such Distribution
Date, (y) for each Distribution Date with respect to the
Class B Accumulation Period prior to the Class B Expected
Final Distribution Date, the Controlled Deposit Amount
for such Distribution Date and (z) the Class B Invested
Amount with respect to such Distribution Date.
(c) The amount, if any, of monthly
principal ("Collateral Monthly Principal") distributable
hereunder with respect to the Collateral Indebtedness
Interest on the applicable Distribution Dates referred to
below shall be equal to:
(i) on any Distribution Date
prior to the payment in full of the Class B
Investor Amount, either (A) during the
Revolving Period, the Enhancement Surplus, or
any lesser amount (including zero) as the
Transferor shall determine, at its option and
in its sole discretion, or (B) during the
Accumulation Period, subject to the limitations
specified in the Loan Agreement, an amount up
to the Enhancement Surplus; provided, however,
the amount determined pursuant to either clause
(A) or (B) shall not exceed the Fixed
Allocation Percentage (or, during the Revolving
Period, the Floating Allocation Percentage) of
Collections of Principal Receivables with
respect to the preceding Due Period plus the
amount of any Excess Principal Collections with
respect to other Series that are allocated to
Series 1996-1 in accordance with the Agreement
minus the amount of Reallocated Principal
Collections applied pursuant to Section 4.9 on
such Distribution Date minus the portion of
such amounts applied to Class A Monthly
Principal or Class B Monthly Principal on such
Distribution Date; and
(ii) beginning with the
Distribution Date on which the Class B Investor
Amount is paid in full, the Fixed Allocation
Percentage of Collections of Principal
Receivables with respect to the preceding Due
Period plus the amount of any Excess Principal
Collections with respect to other Series that
are allocated to Series 1996-1 in accordance
with the Agreement minus the amount of
Reallocated Principal Collections applied
pursuant to Section 4.9 on such Distribution
Date minus the portion of such amounts applied
to Class A Monthly Principal or Class B Monthly
Principal on such Distribution Date;
provided, however, that Collateral Monthly Principal
shall not exceed the Collateral Indebtedness Amount with
respect to any Distribution Date.
Section 4.5 Required Amount. (a) On each
Determination Date, the Servicer shall determine the
amount (the "Class A Required Amount"), if any, by which
(a) the sum of (i) Class A Monthly Interest for the
following Distribution Date, (ii) any Class A Monthly
Interest previously due but not deposited in the Interest
Funding Account for the benefit of the Class A
Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for the following
Distribution Date and any Class A Additional Interest
previously due but not deposited in the Interest Funding
Account for the benefit of Class A Certificateholders on
a prior Distribution Date, (iv) the Class A Investor
Default Amount, if any, for such Distribution Date and
(v) the Class A Servicing Fee for the related
Distribution Date and the amount of any Class A Servicing
Fee previously due but not distributed to the Servicer on
a prior Distribution Date exceeds (b) Class A Available
Funds with respect to the preceding Due 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 date of computation and
all or a portion of the Excess Spread and the Excess
Finance Charge Collections allocable to Series 1996-1
with respect to the related Due Period in an amount equal
to the Class A Required Amount for such Distribution Date
shall be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.8(a). In the
event that the Class A Required Amount for such
Distribution Date exceeds the amount of the Excess Spread
and the Excess Finance Charge Collections allocable to
Series 1996-1 with respect to the related Due Period, all
or a portion of the Available Cash Collateral Amount with
respect to such Distribution Date in an amount equal to
such excess shall be applied to fund the Class A Required
Amount. In the event that the Class A Required Amount
for such Distribution Date exceeds the amount of the
Excess Spread, the Excess Finance Charge Collections
allocable to Series 1996-1 with respect to the related
Due Period and the Available Cash Collateral Amount with
respect to such Distribution Date, all or a portion of
the Reallocated Principal Collections with respect to
such Due Period in an amount equal to such excess shall
be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.9(a).
(b) On each Determination Date, the
Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) the
amount, if any, by which the sum of (i) Class B Monthly
Interest for the following Distribution Date, (ii) any
Class B Monthly Interest previously due but not deposited
in the Interest Funding Account for the benefit of the
Class B Certificateholders on a prior Distribution Date,
(iii) any Class B Additional Interest for the following
Distribution Date and any Class B Additional Interest
previously due but not deposited in the Interest Funding
Account for the benefit of the Class B Certificateholders
on a prior Distribution Date and (iv) the Class B
Servicing Fee for the related Distribution Date and the
amount of any Class B Servicing Fee previously due but
not distributed to the Servicer on a prior Distribution
Date exceeds Class B Available Funds with respect to the
preceding Due Period and (y) the amount, if any, by which
the Class B Investor Default Amount, if any, for such
Distribution Date exceeds the amount available to make
payments with respect thereto pursuant to Section 4.8(d).
In the event that the Class B Required Amount for such
Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such positive
Class B Required Amount on the date of computation and
all or a portion of the Excess Spread and the Excess
Finance Charge Collections allocable to Series 1996-1
(other than Excess Spread and Excess Finance Charge
Collections applied to fund the Class A Required Amount
with respect to such Distribution Date) with respect to
the related Due Period shall be distributed from the
Collection Account on such Distribution Date pursuant to
Sections 4.8(c) and (d). In the event that the Class B
Required Amount for such Distribution Date exceeds the
amount of the Excess Spread and the Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
the related Due Period and not used to fund the Class A
Required Amount, all or a portion of the Available Cash
Collateral Amount with respect to such Distribution Date
(other than that portion of the Available Cash Collateral
Amount applied to fund the Class A Required Amount with
respect to such Distribution Date) in an amount equal to
such excess shall be applied to fund the Class B Required
Amount. In the event that the Class B Required Amount
for such Distribution Date exceeds the portion of the
Excess Spread and the Excess Finance Charge Collections
allocated to Series 1996-1 with respect to the related
Due Period not used to fund the Class A Required Amount
and the portion of the Available Cash Collateral Amount
with respect to such Distribution Date not used to fund
the Class A Required Amount, all or a portion of the
Reallocated Principal Collections with respect to such
Due Period (other than the portion of the Reallocated
Principal Collections applied to fund the Class A
Required Amount and other than Class B Subordinated
Principal Collections) in an amount equal to such excess
shall be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.9(b).
(c) On each Determination Date, the
Servicer shall determine the amount (the "Collateral
Required Amount"), if any, equal to the sum of (x) the
amount, if any, by which the Collateral Servicing Fee for
the related Distribution Date and the amount of any
Collateral Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date
exceeds Collateral Available Funds with respect to the
preceding Due Period and (y) the amount, if any, by which
Collateral Monthly Interest and the Collateral Default
Amount, if any, for such Distribution Date exceeds the
amount available to make payments with respect thereto
pursuant to Sections 4.8(g) and 4.8(h). In the event
that the Collateral Required Amount for such Distribution
Date is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Collateral
Required Amount on the date of computation and all or a
portion of the Available Cash Collateral Amount with
respect to such Distribution Date (other than the portion
of the Available Cash Collateral Amount applied to fund
the Class A Required Amount or the Class B Required
Amount with respect to such Distribution Date), up to the
amount permitted by Section 4.13(c), shall be applied to
fund the Collateral Required Amount.
Section 4.6 Application of Class A Available
Funds, Class B Available Funds, Collateral Available
Funds and Collections of Principal Receivables. The
Servicer shall apply or shall instruct the Trustee to
apply, on each Distribution Date, Class A Available
Funds, Class B Available Funds, Collateral Available
Funds and Collections of Principal Receivables allocable
to Series 1996-1 on deposit in the Collection Account
with respect to such Distribution Date to make the
following distributions:
(a) On each Distribution Date, Class A
Available Funds with respect to such Distribution Date
shall be applied in the following priority:
(i) an amount equal to Class A
Monthly Interest for such Distribution Date,
plus the amount of any Class A Monthly Interest
previously due but not deposited in the
Interest Funding Account for the benefit of the
Class A Certificateholders on a prior
Distribution Date, plus the amount of any Class
A Additional Interest for such Distribution
Date and any Class A Additional Interest
previously due but not deposited in the
Interest Funding Account for the benefit of the
Class A Certificateholders on a prior
Distribution Date, shall be deposited in the
Interest Funding Account for distribution on
each Interest Payment Date to the Class A
Certificateholders;
(ii) an amount equal to the
Class A Servicing Fee for such Distribution
Date, plus the amount of any Class A Servicing
Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be
distributed to the Servicer;
(iii) an amount equal to the
Class A Investor Default Amount for such
Distribution Date shall be treated as a portion
of Collections of Principal Receivables
allocable to Series 1996-1 for such
Distribution Date; and
(iv) the balance, if any, shall
constitute Excess Spread and shall be allocated
and distributed as set forth in Section 4.8.
(b) On each Distribution Date, Class B
Available Funds with respect to such Distribution Date
shall be applied in the following priority:
(i) an amount equal to Class B
Monthly Interest for such Distribution Date
plus the amount of any Class B Monthly Interest
previously due but not deposited in the
Interest Funding Account for the benefit of the
Class B Certificateholders on a prior
Distribution Date, plus the amount of any Class
B Additional Interest for such Distribution
Date and any Class B Additional Interest
previously due but not deposited in the
Interest Funding Account for the benefit of the
Class B Certificateholders on a prior
Distribution Date, shall be deposited in the
Interest Funding Account for distribution on
each Interest Payment Date to the Class B
Certificateholders;
(ii) an amount equal to the
Class B Servicing Fee for such Distribution
Date, plus the amount of any Class B Servicing
Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be
distributed to the Servicer; and
(iii) the balance, if any,
shall constitute Excess Spread and shall be
allocated and distributed as set forth in
Section 4.8.
(c) On each Distribution Date, Collateral
Available Funds with respect to such Distribution Date
shall be applied in the following priority:
(i) an amount equal to the
Collateral Servicing Fee for such Distribution
Date, plus the amount of any Collateral
Servicing Fee previously due but not
distributed to the Servicer on a prior
Distribution Date, shall be distributed to the
Servicer; and
(ii) the balance, if any, shall
constitute Excess Spread and shall be allocated
and distributed as set forth in Section 4.8.
(d) On each Distribution Date with
respect to the Revolving Period, an amount equal to the
Collections of Principal Receivables allocable to Series
1996-1 for the related Due Period (after giving effect to
any reallocation thereof pursuant to Section 4.9) shall
be applied in the following priority:
(i) an amount equal to
Collateral Monthly Principal for such
Distribution Date shall be applied in
accordance with the Loan Agreement; and
(ii) the balance, if any, shall
be treated as "Excess Principal Collections" to
be applied in accordance with Section 4.1(e) of
the Agreement.
(e) On each Distribution Date following
the commencement of an Amortization Period, an amount
equal to the Collections of Principal Receivables
allocable to Series 1996-1 for the related Due Period
(after giving effect to any reallocation thereof pursuant
to Section 4.9) plus the amount of any Excess Principal
Collections allocable to Series 1996-1 shall be applied
in the following priority:
(i) an amount equal to Class A
Monthly Principal for such Distribution Date
shall, during the Accumulation Period, be
deposited in the Principal Funding Account for
payment to Class A Certificateholders on the
earlier to occur of the Class A Expected Final
Distribution Date or the first Special
Distribution Date and, during an Early
Amortization Period, be distributed to the
Paying Agent for payment to the Class A
Certificateholders;
(ii) an amount equal to Class B
Monthly Principal for such Distribution Date
shall, during the Accumulation Period, be
deposited in the Principal Funding Account for
payment to Class B Certificateholders on the
earlier to occur of the Class B Expected Final
Distribution Date or the first Special
Distribution Date and, during an Early
Amortization Period, be distributed to the
Paying Agent for payment to the Class B
Certificateholders;
(iii) an amount equal to
Collateral Monthly Principal for such
Distribution Date shall be applied in
accordance with the Loan Agreement; and
(iv) the balance, if any, shall
be treated as "Excess Principal Collections" to
be applied in accordance with Section 4.1(e) of
the Agreement.
Section 4.7 Defaulted Amounts; Investor
Charge Offs. (a) On each Determination Date, the
Servicer shall calculate the Class A Required Amount, if
any, for the related Distribution Date. If, on any
Distribution Date, the Class A Required Amount for such
Distribution Date exceeds the sum of (x) the amount of
the Excess Spread and the Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
such Distribution Date, (y) the Available Cash Collateral
Amount with respect to such Distribution Date and (z) the
amount of Reallocated Principal Collections available
pursuant to Section 4.9(a) with respect to the preceding
Due Period, then the Collateral Indebtedness Amount shall
be reduced by the amount of such excess, but not by more
than the excess of the Class A Investor Default Amount
for such Distribution Date over the amount of Excess
Spread and Excess Finance Charge Collections allocable to
Series 1996-1, the amount withdrawn from the Cash
Collateral Account and the amount of Reallocated
Principal Collections in each case used to fund the Class
A Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the Collateral
Indebtedness Amount to be a negative number, the
Collateral Indebtedness Amount shall be reduced to zero
and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Indebtedness Amount would
have been reduced below zero. In the event that such
reduction would cause the Class B Invested Amount to be a
negative number, the Class B Invested Amount shall be
reduced to zero, and the Class A Invested Amount shall be
reduced by the amount by which the Class B Invested
Amount would have been reduced below zero (a "Class A
Investor Charge Off"); provided, however, that the Class
A Invested Amount shall not be reduced below zero. Class
A Investor Charge Offs shall thereafter be reimbursed and
the Class A Invested Amount increased (but not by an
amount in excess of the aggregate unreimbursed Class A
Investor Charge Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge
Collections allocable to Series 1996-1 allocated and
available for that purpose pursuant to Section 4.8(b).
(b) On each Determination Date, the
Servicer shall calculate the Class B Required Amount, if
any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such
Distribution Date exceeds the sum of (x) the amount of
the Excess Spread and the Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
such Distribution Date which are not used to fund the
Class A Required Amount and Class A Investor Charge Offs
on the related Distribution Date, (y) the portion, if
any, of the Available Cash Collateral Amount which is
remaining after applying the Available Cash Collateral
Amount to fund any amounts payable pursuant to Section
4.7(a) with respect to such Distribution Date and (z) the
amount of Reallocated Principal Collections which are
available to fund the Class B Required Amount on such
Distribution Date pursuant to Section 4.9(b), then the
Collateral Indebtedness Amount (after giving effect to
any reduction thereof pursuant to Section 4.7(a)) shall
be reduced by the amount of such excess, but not by more
than the excess of the Class B Investor Default Amount
for such Distribution Date over the amount of Excess
Spread and Excess Finance Charge Collections allocable to
Series 1996-1, the amount withdrawn from the Cash
Collateral Account and the amount of Reallocated
Principal Collections in each case used to fund the Class
B Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the Collateral
Indebtedness Amount to be a negative number, the
Collateral Indebtedness Amount shall be reduced to zero,
and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Indebtedness Amount would
have been reduced below zero (a "Class B Investor Charge
Off"); provided, however, that the Class B Invested
Amount shall not be reduced below zero. Any such
reduction of the Class B Invested Amount shall be given
effect prior to any reduction of the Class B Invested
Amount pursuant to Section 4.7(a). Class B Investor
Charge Offs shall thereafter be reimbursed and the Class
B Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class B Investor
Charge Offs) on any Distribution Date by the amount of
Excess Spread and Excess Finance Charge Collections
allocable to Series 1996-1 allocated and available for
that purpose pursuant to Section 4.8(e).
(c) On each Determination Date, the
Servicer shall calculate the Collateral Required Amount,
if any, for the related Distribution Date. If, on any
Distribution Date, the Collateral Required Amount for
such Distribution Date exceeds the sum of (x) the amount
of the Excess Spread and the Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
such Distribution Date which are not used to fund the
Class A Required Amount, Class A Investor Charge Offs,
the Class B Required Amount and amounts applied pursuant
to Section 4.8(e) on the related Distribution Date and
(y) the portion, if any, of the Available Cash Collateral
Amount which is remaining after applying the Available
Cash Collateral Account to fund any amounts payable
pursuant to Sections 4.7(a) and (b) and which is
permitted to be applied pursuant to Section 4.13(c) with
respect to such Distribution Date, then the Collateral
Indebtedness Amount shall be reduced by the amount of
such excess, but not by more than the excess of the
Collateral Default Amount for such Distribution Date over
the amount of Excess Spread and Excess Finance Charge
Collections allocable to Series 1996-1 for such
Distribution Date pursuant to Section 4.8(h); provided,
however, that the Collateral Indebtedness Amount shall
not be reduced below zero. Any such reduction of the
Collateral Indebtedness Amount shall be given effect
prior to any reduction of the Collateral Indebtedness
Amount pursuant to Sections 4.7(a) and (b). The
Collateral Indebtedness Amount shall be subject to
increase, to the extent of previously unreimbursed
reductions pursuant to this Section 4.7, on any
Distribution Date by the amount of Excess Spread and
Excess Finance Charge Collections allocable to Series
1996-1 allocated and available pursuant to Section
4.8(i).
Section 4.8 Excess Spread; Excess Finance
Charge Collections. The Servicer shall apply, or shall
instruct the Trustee to apply, on each Distribution Date,
Excess Spread and Excess Finance Charge Collections
allocable to Series 1996-1 with respect to the related
Due Period, to make the following distributions in the
following priority:
(a) an amount equal to the Class A
Required Amount, if any, with respect to such
Distribution Date shall be distributed by the Trustee to
fund any deficiency pursuant to Sections 4.6(a)(i), (ii)
and (iii), in that order of priority;
(b) an amount equal to the aggregate
amount of Class A Investor Charge Offs which have not
been previously reimbursed shall be treated as a portion
of Collections of Principal Receivables allocable to
Series 1996-1 for such Distribution Date;
(c) an amount up to the Class B Required
Amount, if any, with respect to such Distribution Date
shall be distributed by the Trustee to fund any
deficiency pursuant to Sections 4.6(b)(i) and (ii), in
that order of priority;
(d) an amount equal to any remaining
portion of the Class B Required Amount for such
Distribution Date shall be treated as a portion of
Collections of Principal Receivables allocable to Series
1996-1 for such Distribution Date;
(e) an amount equal to the aggregate
amount by which the Class B Invested Amount has been
reduced pursuant to clauses (d), (e) and (f) of the
definition of "Class B Invested Amount" (but not in
excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as
a portion of Collections of Principal Receivables
allocable to Series 1996-1 for such Distribution Date;
(f) an amount up to the Collateral
Required Amount, if any, with respect to such
Distribution Date shall be distributed by the Trustee to
fund any deficiency pursuant to Section 4.6(c)(i);
(g) an amount equal to Collateral Monthly
Interest for such Distribution Date shall be applied in
accordance with the Loan Agreement;
(h) an amount equal to the Collateral
Default Amount for such Distribution Date shall be
treated as a portion of Collections of Principal
Receivables allocable to Series 1996-1 for such
Distribution Date;
(i) an amount equal to the aggregate
amount by which the Collateral Indebtedness Amount has
been reduced pursuant to clauses (c) and (d) of the
definition of "Collateral Indebtedness Amount" (but not
in excess of the aggregate amount of such reductions
which have not been previously reimbursed) shall be
treated as a portion of Collections of Principal
Receivables allocable to Series 1996-1 for such
Distribution Date;
(j) an amount up to the excess, if any,
of the Required Cash Collateral Amount over the Available
Cash Collateral Amount (without giving effect to any
deposit made on such date hereunder) shall be deposited
into the Cash Collateral Account;
(k) an amount equal to the aggregate of
any other amounts then due to the Collateral Indebtedness
Holder pursuant to the Loan Agreement shall be applied in
accordance with the Loan Agreement;
(l) an amount equal to the excess, if
any, of the Required Reserve Account Amount over the
amount on deposit in the Reserve Account shall be
deposited into the Reserve Account; and
(m) the balance, if any, shall be treated
as "Excess Finance Charge Collections" with respect to
Series 1996-1 for such Distribution Date and will be
available for allocation to other Series or to the
Transferor.
Section 4.9 Reallocated Principal
Collections. The Servicer shall apply, or shall instruct
the Trustee to apply, on each Distribution Date,
Reallocated Principal Collections (applying all
Collateral Subordinated Principal Collections prior to
applying any Class B Subordinated Principal Collections,
and applying no Class B Subordinated Principal
Collections with respect to the Class B Required Amount
pursuant to clause (b) below) with respect to such
Distribution Date, to make the following distributions 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 Distribution Date over (ii) the sum of
(x) the amount of Excess Spread and Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
the related Due Period and (y) the Available Cash
Collateral Amount with respect to such Distribution Date
shall be distributed by the Trustee to fund any
deficiency pursuant to Sections 4.6(a)(i), (ii) and
(iii), in that order of priority; and
(b) an amount equal to the excess, if
any, of (i) the Class B Required Amount, if any, with
respect to such Distribution Date over (ii) the sum of
(x) the amount of Excess Spread and Excess Finance Charge
Collections allocable to Series 1996-1 with respect to
the related Due Period available in respect of the Class
B Required Amount pursuant to Section 4.8(c) and (d) on
such Distribution Date and (y) the amount withdrawn from
the Cash Collateral Account in respect of the Class B
Required Amount with respect to such Distribution Date
shall be distributed by the Trustee to fund any
deficiency pursuant to Sections 4.6(b)(i) and (ii) and
Section 4.8(d), in that order of priority.
Section 4.10 Excess Principal Collections.
Subject to Section 4.1(f) of the Agreement, Excess
Principal Collections for any Distribution Date will be
allocated to Series 1996-1 in an amount equal to the
product of (x) the aggregate amount of Excess Principal
Collections with respect to all Series for such
Distribution Date and (y) a fraction, the numerator of
which is the Principal Shortfall for Series 1996-1 for
such Distribution Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all
Series. The "Principal Shortfall" for Series 1996-1 will
be equal to (a) for any Distribution Date with respect to
the Revolving Period, zero, (b) for any Distribution Date
with respect to the Accumulation Period (but only on or
prior to the Class B Expected Final Distribution Date),
the excess, if any, of the Controlled Deposit Amount with
respect to such Distribution Date over the amount of the
sum of the Class A Fixed Percentage, the Class B Fixed
Percentage and the Collateral Fixed Percentage of
Collections of Principal Receivables for such
Distribution Date (excluding any portion thereof
attributable to Excess Principal Collections) and (c) for
any Distribution Date following the commencement of the
Early Amortization Period and for each Distribution Date
with respect to the Accumulation Period after the Class B
Expected Final Distribution Date, the excess, if any, of
the Invested Amount over the sum of the Class A Fixed
Percentage, the Class B Fixed Percentage and the
Collateral Fixed Percentage of Collections of Principal
Receivables for such Distribution Date (excluding any
portion thereof attributable to Excess Principal
Collections).
Section 4.11 Excess Finance Charge
Collections. Excess Finance Charge Collections for any
Distribution Date will be allocated to Series 1996-1 in
an amount equal to the product of (x) the aggregate
amount of Excess Finance Charge Collections with respect
to all Series for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge
Shortfall for Series 1996-1 for such Distribution Date
and the denominator of which is the aggregate amount of
Finance Charge Shortfalls for all Series. The "Finance
Charge Shortfall" for Series 1996-1 for any Distribution
Date will be equal to the excess, if any, of (a) the full
amount required to be paid pursuant to Sections 4.6(a),
4.6(b), 4.6(c), 4.8(a)-(j) and 4.8(l) on such
Distribution Date over (b) the Floating Allocation
Percentage of Collections of Finance Charge Receivables
and any other amounts that are to be treated as
Collections of Finance Charge Receivables allocable to
Series 1996-1 in accordance with the Agreement (including
interest and earnings on funds on deposit in the Cash
Collateral Account and the Interest Funding Account) with
respect to the related Due Period.
Section 4.12 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR based on the rate for deposits in United
States dollars for a three-month period which appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such
date.
(b) If such rate does not appear on
Telerate Page 3750, the Trustee will determine LIBOR on
the basis of quotations of the offered rates for deposits
in United States dollars provided 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 three-month period. If at least two such
quotations are provided, LIBOR will be the arithmetic
mean of such quotations.
(c) If, on the LIBOR Determination Date,
such rate does not appear on Telerate Page 3750 and only
one or none of the Reference Banks provides such offered
quotations, LIBOR will be the rate per annum that the
Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of
New York selected by the Servicer are quoting at
approximately 11:00 a.m. (New York City time) on that day
for loans in United States dollars to leading European
banks for a three-month period.
(d) The Class A Certificate Rate and the
Class B Certificate Rate applicable to the then current
period and the immediately preceding Interest Period
shall be made available by the Trustee to any Series
1996-1 Certificateholder by telephoning at (212) 815-
5737.
Section 4.13 Cash Collateral Account.
(a) The Servicer shall establish and maintain, in the
name of the Trustee, for the benefit of the Series 1996-1
Certificateholders, with an Eligible Institution a
segregated trust account (the "Cash Collateral Account"),
bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series
1996-1 Certificateholders. The Cash Collateral Account
shall initially be established with the Trustee. The
Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Cash
Collateral Account and in all proceeds thereof. The Cash
Collateral Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series
1996-1 Certificateholders. If, at any time, the
institution holding the Cash Collateral Account ceases to
be an Eligible Institution, or the Trustee or the
Servicer shall otherwise determine that it is no longer
desirable that such institution continue to hold the Cash
Collateral Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Cash
Collateral Account meeting the conditions specified above
with an Eligible Institution and shall transfer any cash
and/or any investments to such new Cash Collateral
Account. The Trustee, at the direction of the Servicer,
shall make deposits to and withdrawals from the Cash
Collateral Account in the amounts and at the times set
forth in this Agreement and the Loan Agreement. All
withdrawals from the Cash Collateral Account shall be
made in the priority set forth below. The interest of
the Collateral Indebtedness Holder in the Cash Collateral
Account shall be subordinated to the interests of the
Class A Certificateholders and the Class B
Certificateholders as provided herein and in the Loan
Agreement. The Collateral Indebtedness Holder shall not
be entitled to reimbursement from the Trust Property for
any withdrawals from the Cash Collateral Account except
as specifically provided in this Agreement and the Loan
Agreement.
(b) Funds on deposit in the Cash
Collateral Account shall be invested at the direction of
the Servicer by the Trustee in Eligible Investments.
Funds on deposit in the Cash Collateral Account on any
Distribution Date, after giving effect to any withdrawals
from the Cash Collateral Account on such Distribution
Date, shall be invested in such investments that will
mature so that such funds will be available for
withdrawal on or prior to the following Distribution
Date. No Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Trustee may
sell, liquidate or dispose of an Eligible Investment
before its maturity, if so directed by the Servicer, the
Servicer having reasonably determined that the interests
of the 1996-1 Certificateholders may be adversely
affected if such Eligible Investment is held to its
maturity. The proceeds of any such investments shall be
invested in such investments that will mature so that
such funds will be available for withdrawal on or prior
to the Distribution Date immediately following the date
of such investment. The Trustee shall maintain for the
benefit of the Series 1996-1 Certificateholders
possession of the negotiable instruments or securities,
if any, evidencing such Eligible Investments. On each
Distribution Date, all interest and earnings (net of
losses and investment expenses) received during the
preceding Due Period on funds on deposit in the Cash
Collateral Account shall be deposited into the Collection
Account and treated as Collections of Finance Charge
Receivables allocable to Series 1996-1. For purposes of
determining the availability of funds or the balance in
the Cash Collateral Account for any reason under this
Agreement, except as otherwise provided in the preceding
sentence, such net interest and earnings shall be deemed
not to be available or on deposit.
(c) On each Determination Date, the
Servicer shall calculate the amount (the "Required Draw
Amount") by which the amounts specified in clauses (a)
through (f) of Section 4.8 with respect to the related
Distribution Date exceed the amount of Excess Spread and
Excess Finance Charge Collections allocable to Series
1996-1 with respect to the related Due Period available
to pay such specified amounts. In the event that for any
Distribution Date the Required Draw Amount is greater
than zero, the Servicer shall give written notice to the
Trustee of such positive Required Draw Amount on the
related Determination Date. On the Distribution Date,
the Required Draw Amount, if any, up to the Available
Cash Collateral Amount, shall be withdrawn from the Cash
Collateral Account and distributed to fund any deficiency
pursuant to clauses (a) through (f) of Section 4.8 (in
the order of priority set forth in Section 4.8).
(d) In the event that the Cash
Enhancement Surplus is greater than zero (after giving
effect to all deposits and withdrawals from the Cash
Collateral Account with respect to such Distribution
Date) on any Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount have been
reduced to zero, an amount equal to such Cash Enhancement
Surplus shall be applied in accordance with the Loan
Agreement.
(e) In the event that the Cash
Enhancement Surplus on any Distribution Date, after
giving effect to all deposits to and withdrawals from the
Cash Collateral Account with respect to such Distribution
Date, is greater than zero, the Trustee, acting in
accordance with the instructions of the Servicer, shall
withdraw from the Cash Collateral Account, and apply an
amount equal to such Cash Enhancement Surplus in
accordance with the Loan Agreement.
Section 4.14 Principal Funding Account. (a)
The Servicer shall establish and maintain, in the name of
the Trustee, for the benefit of the Series 1996-1
Certificateholders, with an Eligible Institution a
segregated trust account (the "Principal Funding
Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of
the Series 1996-1 Certificateholders. The Principal
Funding Account shall initially be established with the
Trustee. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the
Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of
the Series 1996-1 Certificateholders. If, at any time,
the institution holding the Principal Funding Account
ceases to be an Eligible Institution, or the Trustee or
the Servicer shall otherwise determine that it is no
longer desirable that such institution continue to hold
the Principal Funding Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new
Principal Funding Account meeting the conditions
specified above with an Eligible Institution and shall
transfer any cash and/or any investments to such new
Principal Funding Account. Pursuant to the authority
granted to the Servicer in Section 3.1(b) of this
Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to
instruct the Trustee to make withdrawals and payments
from the Principal Funding Account for the purposes of
carrying out the Servicer s or the Trustee s duties
hereunder.
(b) Funds on deposit in the Principal
Funding Account shall be invested at the direction of the
Servicer by the Trustee in Eligible Investments. All
such Eligible Investments shall be held by the Trustee
for the benefit of the Series 1996-1 Certificateholders;
provided, however, that on each Distribution Date all
interest and earnings (net of losses and investment
expenses) ("Principal Funding Investment Proceeds")
received during the preceding Due Period on funds on
deposit therein shall be applied as set forth in Section
4.14(c) below. Funds on deposit in the Principal Funding
Account shall be invested in Eligible Investments that
will mature so that such funds will be available for
withdrawal on or prior to the following Distribution
Date. No Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Trustee may
sell, liquidate or dispose of an Eligible Investment
before its maturity, if so directed by the Servicer, the
Servicer having reasonably determined that the interests
of the 1996-1 Certificateholders may be adversely
affected if such Eligible Investment is held to its
maturity.
(c) On each Distribution Date with
respect to the Accumulation Period, the Servicer shall
direct the Trustee to withdraw from the Principal Funding
Account and deposit into the Collection Account all
Principal Funding Investment Proceeds then on deposit in
the Principal Funding Account and such Principal Funding
Investment Proceeds shall be treated as a portion of (x)
until the payment in full of the Class A Investor Amount,
Class A Available Funds and (y) thereafter, Class B
Available Funds, in each case for such Distribution Date.
(d) Principal Funding Investment Proceeds
shall not be included in the Principal Funding Account
Balance.
Section 4.15 Reserve Account. (a) The
Servicer shall establish and maintain, in the name of the
Trustee, for the benefit of the Series 1996-1
Certificateholders, with an Eligible Institution a
segregated trust account (the "Reserve Account"), bearing
a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 1996-1
Certificateholders. The Reserve Account shall initially
be established with the Trustee. 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. The Reserve Account shall be under
the sole dominion and control of the Trustee for the
benefit of the Series 1996-1 Certificateholders. If at
any time the institution holding the Reserve Account
ceases to be an Eligible Institution, or the Trustee or
the Servicer shall otherwise determine that it is no
longer desirable that such institution continue to hold
the Reserve Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Reserve
Account meeting the conditions specified above with an
Eligible Institution, and shall transfer any cash and/or
any investments to such new Reserve Account. The
Trustee, at the direction of 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 Agreement,
and (ii) on each Distribution Date (from and after the
Reserve Account Funding Date) prior to the termination of
the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in
accordance with, Section 4.8(l).
(b) Funds on deposit in the Reserve
Account shall be invested at the direction of the
Servicer by the Trustee in Eligible Investments. Funds
on deposit in the Reserve Account on any Distribution
Date, after giving effect to any withdrawals from the
Reserve Account on such Distribution Date, shall be
invested in such investments that will mature so that
such funds will be available for withdrawal on or prior
to the following Distribution Date. The Trustee shall
maintain for the benefit of the Series 1996-1
Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such
Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity; provided, however,
that the Trustee may sell, liquidate or dispose of an
Eligible Investment before its maturity, if so directed
by the Servicer, the Servicer having reasonably
determined that the interests of the Series 1996-1
Certificateholders may be adversely affected if such
Eligible Investment is held to its maturity. On each
Distribution Date, all interest and earnings (net of
losses and investment expenses) received during the
preceding Due Period 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 Amount) and the balance, if
any, shall be deposited in the Collection Account and
treated as a portion of (x) until the payment in full of
the Class A Investor Amount, Class A Available Funds and
(y) thereafter, Class B Available Funds, in each case for
such Distribution Date. For purposes of determining the
availability of funds or the balance in the Reserve
Account for any reason under this Agreement, except as
otherwise provided in the preceding sentence, such net
interest and earnings shall be deemed not to be available
or on deposit.
(c) On the Determination Date preceding
each Distribution Date with respect to the Accumulation
Period (prior to the Class B Expected Final Payment Date)
and the first Special Distribution Date, the Servicer
shall calculate the "Reserve Draw Amount" which shall be
equal to the excess, if any, of the Covered Amount with
respect to such Distribution Date or Special Distribution
Date over the Principal Funding Investment Proceeds with
respect to such Distribution Date or Special Distribution
Date.
(d) In the event that for any
Distribution Date the Reserve Draw Amount is greater than
zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the
Reserve Account on the such Distribution Date by the
Trustee (acting in accordance with the instructions of
the Servicer), deposited into the Collection Account and
included in (i) until the payment in full of the Class A
Investor Amount, Class A Available Funds and (ii)
thereafter, Class B Available Funds, in each case for
such Distribution Date.
(e) In the event that the Reserve Account
Surplus on any Distribution Date, after giving effect to
all deposits to and withdrawals from the Reserve Account
with respect to such Distribution Date, is greater than
zero, the Trustee, acting in accordance with the
instructions of the Servicer, shall withdraw from the
Reserve Account, and pay in accordance with the Loan
Agreement an amount equal to such Reserve Account
Surplus.
(f) Upon the earliest to occur of (i) the
termination of the Trust pursuant to Article XII of the
Agreement, (ii) the day on which the Class A Investor
Amount and Class B Investor Amount have been paid in
full, (iii) if the Accumulation Period has not commenced,
the occurrence of an Early Amortization Event with
respect to Series 1996-1 and (iv) if the Accumulation
Period has commenced, the earlier of the first Special
Distribution Date and the Class B Expected Final
Distribution Date, the Trustee, acting in accordance with
the instructions of the Servicer, after the prior payment
of all amounts owing to the Series 1996-1
Certificateholders which are payable from the Reserve
Account as provided herein, 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 all purposes of the Agreement.
Section 4.16 Interest Funding Account. (a)
The Servicer shall establish and maintain, in the name of
the Trustee, for the benefit of the Series 1996-1
Certificateholders, with an Eligible Institution a
segregated trust account (the "Interest Funding
Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of
the Series 1996-1 Certificateholders. The Interest
Funding Account shall initially be established with the
Trustee. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the
Interest Funding Account and in all proceeds thereof. The
Interest Funding Account shall be under the sole dominion
and control of the Trustee for the benefit of the Series
1996-1 Certificateholders. If, at any time, the
institution holding the Interest Funding Account ceases
to be an Eligible Institution, or the Trustee or the
Servicer shall otherwise determine that it is no longer
desirable that such institution continue to hold the
Interest Funding Account, the Trustee (or the Servicer on
its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Interest
Funding Account meeting the conditions specified above
with an Eligible Institution and shall transfer any cash
and/or any investments to such new Interest Funding
Account. Pursuant to the authority granted to the
Servicer in Section 3.1(b) of this Agreement, the
Servicer shall have the power, revocable by the Trustee,
to make withdrawals and payments or to instruct the
Trustee to make withdrawals and payments from the
Interest Funding Account for the purposes of carrying out
the Servicer s or the Trustee s duties hereunder.
(b) Funds on deposit in the Interest
Funding Account shall be invested at the direction of the
Servicer by the Trustee in Eligible Investments. All
such Eligible Investments shall be held by the Trustee
for the benefit of the Series 1996-1 Certificateholders;
provided, however, that on each Distribution Date all
interest and earnings (net of losses and investment
expenses) ("Interest Funding Investment Proceeds")
received during the preceding Due Period on funds on
deposit therein shall be applied as set forth in Section
4.16(c) below. Funds on deposit in the Interest Funding
Account shall be invested in Eligible Investments that
will mature so that such funds will be available for
withdrawal on or prior to the following Distribution
Date. No Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Trustee may
sell, liquidate or dispose of an Eligible Investment
before its maturity, if so directed by the Servicer, the
Servicer having reasonably determined that the interests
of the 1996-1 Certificateholders may be adversely
affected if such Eligible Investment is held to its
maturity.
(c) On each Distribution Date, the
Servicer shall direct the Trustee to withdraw from the
Interest Funding Account and deposit into the Collection
Account all interest and earnings (net of losses and
investment expenses) then on deposit in the Interest
Funding Account and such net interest and earnings shall
be applied as Collections of Finance Charge Receivables
allocated to Series 1996-1 for such Distribution Date.
Section 4.17 Postponement of Accumulation
Period. The Accumulation Period is scheduled to commence
at the close of business on the last day of the May 2002
Due Period; provided, however, that, if the Accumulation
Period Length (determined as described below) shall be
less than 12 months, the date on which the Accumulation
Period actually commences may, at the option of the
Transferor, be delayed to the first day of the month that
is the number of whole months prior to the Class A
Expected Final Distribution Date at least equal to the
Accumulation Period Length and, as a result, the number
of Due Periods in the Accumulation Period shall at least
equal the Accumulation Period Length. On each
Determination Date, until the Accumulation Period begins,
the Servicer shall determine the "Accumulation Period
Length," which shall equal the number of whole months
such that the sum of the Accumulation Period Factors for
each month during such period will be equal to or greater
than the Required Accumulation Factor Number; provided,
however, that the Accumulation Period Length shall not be
determined to be less than one month.
Section 9. Article V of the Agreement.
Article V of the Agreement shall read in its entirety as
follows and shall be applicable to the Series 1996-1
Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
Section 5.1 Distributions. (a) On each
Interest Payment Date, the Paying Agent shall distribute
to each Class A Certificateholder of record as of the
preceding Record Date (other than as provided in Section
12.2 of the Agreement respecting a final distribution)
such Class A Certificateholder's pro rata share of the
amounts that are available on such Distribution Date to
pay interest on the Class A Certificates pursuant to this
Series Supplement.
(b) On the Class A Expected Final
Distribution Date and each Distribution Date with respect
to the Early Amortization Period, the Paying Agent shall
distribute to each Class A Certificateholder of record as
of the preceding Record Date (other than as provided in
Section 12.2 of the Agreement respecting a final
distribution) such Class A Certificateholder's pro rata
share of the amounts that are available on such date to
pay principal of the Class A Certificates pursuant to
this Series Supplement.
(c) On each Interest Payment Date, the
Paying Agent shall distribute to each Class B
Certificateholder of record as of the preceding Record
Date (other than as provided in Section 12.2 of the
Agreement respecting a final distribution) such Class B
Certificateholder's pro rata share of the amounts that
are available on such Distribution Date to pay interest
on the Class B Certificates pursuant to this Series
Supplement.
(d) On the Class B Expected Final
Distribution Date and each Distribution Date with respect
to the Early Amortization Period, the Paying Agent shall
distribute to each Class B Certificateholder of record as
of the preceding Record Date (other than as provided in
Section 12.2 of the Agreement respecting a final
distribution) such Class B Certificateholder's pro rata
share of the amounts that are available on such date to
pay principal of the Class B pursuant to this Series
Supplement.
(e) On each Distribution Date, the Paying
Agent shall distribute to the Collateral Indebtedness
Holder amounts that are available on such Distribution
Date to pay interest, principal and other amounts payable
to the Collateral Indebtedness Holder pursuant to this
Series Supplement.
(f) Except as provided in Section 12.2 of
the Agreement with respect to a final distribution and
Section 5.3, distributions to Series 1996-1
Certificateholders hereunder shall be made by check
mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate
Register without presentation or surrender of any such
Series 1996-1 Certificate or the making of any notation
thereon; provided, however, that with respect to such
Certificates registered in the name of a Clearing Agency,
such distributions shall be made to such Clearing Agency
in immediately available funds.
Section 5.2 Statements to Series 1996-1
Certificateholders. On each Distribution Date, the
Paying Agent, on behalf of the Trustee, shall forward to
each Series 1996-1 Certificateholder a statement
substantially in the form of Exhibit B prepared by the
Servicer setting forth certain information relating to
the Trust and the Series 1996-1 Certificates.
On or before January 31 of each calendar year,
beginning with calendar year 1997, the Paying Agent, on
behalf of the Trustee, shall furnish or cause to be
furnished to each Person who at any time during the
preceding calendar year was a Certificateholder of Series
1996-1, a statement prepared by the Servicer containing
the information which is required to be contained in the
statement to the Certificateholders, aggregated for such
calendar year or the applicable portion thereof during
which such Person was a Certificateholder of such Series,
together with other information as is required to be
provided by an issuer of indebtedness under the Internal
Revenue Code and such other customary information as is
necessary to enable the Certificateholders of such Series
to prepare their tax returns. Such obligation of the
Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided by the Paying Agent pursuant to any requirements
of the Internal Revenue Code as from time to time in
effect.
Section 5.3 Distributions to Collateral
Indebtedness Holder. Notwithstanding the foregoing
provisions of this Article, amounts payable to the
Collateral Indebtedness Holder pursuant to this Series
Supplement shall be distributed in the manner provided
for in the Loan Agreement.
[END OF ARTICLE V]
Section 10. Early Amortization Events. If any
one of the events specified in Section 9.1 of the
Agreement or any one of the following events shall occur
during either the Revolving Period or the Accumulation
Period with respect to the Series 1996-1 Certificates:
(i) failure on the part of
the Transferor (a) to make any payment or
deposit on the date required under the
Agreement or this Series Supplement, as
applicable (or within the applicable grace
period which will not exceed five Business
Days), (b) duly to observe or perform in any
material respect the covenant of the Transferor
not to sell, pledge, assign or transfer to any
person, or grant any unpermitted lien on, any
Receivable, or (c) duly to observe or perform
in any material respect any other covenants or
agreements of the Transferor in the Agreement,
which in the case of subclause (c) hereof,
continues unremedied for a period of 60 days
after written notice to the Transferor, and
continues to affect materially and adversely
the interests of the Series 1996-1
Certificateholders for such period; provided,
however, that an Early Amortization Event
described in clause (b) or (c) shall not be
deemed to occur if the Transferor has accepted
the reassignment of the related Receivable
within 60 days after receipt of written notice
by the Transferor (or such longer period as the
Trustee may specify not to exceed an additional
60 days) of such Early Amortization Event in
accordance with the provisions of the
Agreement;
(ii) any representation or
warranty made by the Transferor in the
Agreement or this Series Supplement or any
information required to be given by the
Transferor to the Trustee to identify the
Accounts proves to have been incorrect in any
material respect when made and continues to be
incorrect in any material respect for a period
of 60 days after written notice to the
Transferor and as a result of which the
interests of the Series 1996-1
Certificateholders are materially and adversely
affected and which continues to materially and
adversely affect the interests of the Series
1996-1 Certificateholders for such period;
provided, however, that an Early Amortization
Event described in this clause (ii) shall not
be deemed to occur if the Transferor has
accepted the reassignment of the related
Receivable or all such Receivables, if
applicable, during such period (or such longer
period as the Trustee may specify not to exceed
an additional 60 days);
(iii) a failure by the
Transferor to transfer Receivables from
Additional Accounts to the Trust within five
Business Days after the day on which it is
required to transfer such Receivables pursuant
to Section 2.6 of the Agreement;
(iv) any Servicer Default
occurs which would have a material adverse
effect on the Series 1996-1 Certificateholders;
(v) the average Portfolio
Yield for any three consecutive Due Periods is
reduced to a rate which is less than the
average Base Rate for such period; or
(vi) the Class A Invested
Amount shall not be paid in full on the Class A
Expected Final Distribution Date or the Class B
Invested Amount shall not be paid in full on
the Class B Expected Final Distribution Date;
then, in the case of any event described in clause (i),
(ii), or (iv) an Early Amortization Event will be deemed
to have occurred with respect to the Series 1996-1
Certificates only if, after any applicable grace period
described in the clauses, either the Trustee or
Certificateholders of such Series evidencing undivided
interests aggregating more than 50% of the Invested
Amount of such Series, by written notice to the
Transferor and the Servicer (and to the Trustee, if given
by such Certificateholders) declare that an Early
Amortization Event has occurred as of the date of such
notice, and, in the case of any event described in
Section 9.1 of the Agreement an Early Amortization Event
with respect to all Series, and in the case of any event
described in clause (iii), (v) or (vi) an Early
Amortization Event with respect to only the Series 1996-1
Certificates, will be deemed to have occurred without any
notice or other action on the part of the Trustee or the
Certificateholders or all certificateholders, as
appropriate, immediately upon the occurrence of such
event.
Section 11. Global Offering of Class A
Certificates and Class B Certificates. The Class A
Certificates and Class B Certificates may be held by
Series 1996-1 Certificateholders through The Depository
Trust Company in the United States or CEDEL or the
Euroclear System in Europe. Application will be made by
the Transferor to list the Class A Certificates and the
Class B Certificates on the Luxembourg Stock Exchange.
In addition to the Paying Agent listed in
Section 6.6 of the Agreement, with respect to the Series
1996-1 Certificates the following co-Paying Agent is also
appointed: Kredietbank S.A. Luxembourgeoise, 43
Boulevard Royal, Luxembourg City, Luxembourg
("Kredietbank"). Kredietbank shall also serve as co-
Transfer Agent and co-Registrar, so long as the Class A
Certificates or the Class B Certificates are outstanding.
Kredietbank shall also serve as listing agent for the
Class A Certificates and the Class B Certificates on the
Luxembourg Stock Exchange (the "Listing Agent").
The Trustee will publish or will cause to be
published (at the expense of the Servicer) following each
Distribution Date in a daily newspaper in Luxembourg
(which initially shall be the Luxembourg Wort) a notice
to the effect that the information required to be sent to
the Class A Certificateholders and the Class B
Certificateholders pursuant to Section 5.2 hereof will be
available for review at the main office of Kredietbank in
Luxembourg City, Luxembourg.
The Trustee will cause the Class A Certificate
Rate and the Class B Certificate Rate as well as the
amount of the Class A Monthly Interest and Class B
Monthly Interest applicable to an Interest Period to be
provided to the Luxembourg Stock Exchange as soon as
possible after its determination but in no event later
than the first day of such Interest Period.
Notices to the Class A Certificateholders and
the Class B Certificateholders pursuant to the Agreement
will be given by publication in a daily newspaper in
Luxembourg (which initially shall be the Luxembourg
Wort). In the event that Definitive Certificates are
issued, notices to the Class A Certificateholders and the
Class B Certificateholders will also be given by mail to
the addresses of such holders as they appear in the
Certificate Register.
Section 12. Ratification of Master 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; provided, however, that
pursuant to Section 9.2(a) of the Agreement, the Trustee
shall sell the portion of the Receivables allocable to
Series 1996-1 unless instructed not to sell, dispose of
or otherwise liquidate the Receivables by holders of
interests aggregating more than 50% of each Class of each
Series (including a majority in interest in each
collateral indebtedness interest), each holder of an
interest in the Transferor Interest other than the
Transferor and any other Person specified in a
Supplement.
Section 13. 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 14. Governing Law. THIS SERIES
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, 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; PROVIDED, HOWEVER, THAT THE
IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE
ADMINISTRATION OF ITS TRUSTS HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
Section 15. Determination of Material Adverse
Effect. Any determination of material adverse effect on
Investor Certificateholders under the Agreement or this
Series Supplement shall be made without regard to whether
funds are then available in the Cash Collateral Account
(including, without limitation, any determination of
whether a representation or warranty made therein is
correct or whether the Transferor or the Servicer has
duly performed a covenant contained therein or herein).
Section 16. Subordination of Certain
Termination Payments. Notwithstanding anything contained
in Section 12.2(c) of the Agreement, upon the sale of
Receivables or interests therein as provided in Section
12.2(c) of the Agreement, the proceeds of any such sale
payable in respect of the Series 1996-1 Certificates
shall be payable first to the Class A Certificates until
paid in full, then to the Class B Certificates until paid
in full and then to the Collateral Indebtedness Interest
until paid in full.
IN WITNESS WHEREOF, the Transferor, the
Servicer and the Trustee have caused this Series
Supplement to be duly executed by their respective
officers thereunto duly authorized as of the day and year
first above written.
NATIONSBANK OF DELAWARE, N.A.,
as Transferor and Servicer
By:/s/George W. Major
Name: George W. Major
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee and Paying Agent
By:/s/Joseph G. Ernst
Name: Joseph G. Ernst
Title: Asst. Vice President
EXHIBIT A-1
REGISTERED $__________*
No. A- CUSIP No. 638586AG2
Unless this Class A Certificate is presented by an
authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
NATIONSBANK CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1996-1
Class A Expected Final Distribution Date:
The June 2003 Distribution Date
Evidencing an undivided interest in a trust, the corpus of
which consists primarily of receivables generated from time
to time in a portfolio of consumer revolving credit card
accounts of
NATIONSBANK OF DELAWARE, N.A.
(Not an interest in or obligation of Nationsbank of
Delaware N.A. or any affiliate thereof)
This certifies that (the "Class A Certificateholder")
is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant
to the Master Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and supplemented from time to
time, the "Agreement"), as supplemented by the Series 1996-1
Supplement, dated as of June 11, 1996 (as amended and
supplemented from time to time, the "Series Supplement"),
among NationsBank of Delaware, N.A., a national banking
association, as Transferor and Servicer, and The Bank of New
York, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i)
receivables (the "Receivables") generated from time to time
in a portfolio of revolving credit card accounts identified
under the Agreement (the "Accounts"), (ii) all monies which
are from time to time deposited in the Collection Account
and any other accounts maintained for the benefit of
Investor Certificateholders, (iii) the benefit of funds on
deposit in the Cash Collateral Account, if any, and (iv) all
other assets and interests constituting the Trust Property.
* Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
The Holder of this Certificate is entitled to the benefit of
funds on deposit in a Cash Collateral Account to the extent
provided in the Series Supplement. Although a summary of
certain provisions of the Agreement and the Series
Supplement is set forth below and on the Summary of Terms
and Conditions attached hereto and made a part hereof, this
Class A Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made to
the Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties
and obligations of the Trustee. A copy of the Agreement and
the Series Supplement (without schedules) may be requested
from the Trustee by writing to the Trustee at the Corporate
Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to
them in the Agreement or the Series Supplement, as
applicable.
This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement and the Series Supplement, to which Agreement and
Series Supplement, each as amended and supplemented from
time to time, the Class A Certificateholder by virtue of the
acceptance hereof assents and is bound.
It is the intent of the Transferor and the
Investor Certificateholders (and Certificate Owners) that,
for Federal, state and local income and franchise tax
purposes only, the Investor Certificates will qualify as
indebtedness of the Transferor secured by the Receivables
(unless otherwise specified in the related Supplement). The
Class A Certificateholder (and each Certificate Owner of a
Class A Certificate), by the acceptance of this Class A
Certificate (or its interest therein), is deemed to agree to
treat this Class A Certificate for Federal, state and local
income and franchise tax purposes as indebtedness of the
Transferor (except to the extent that different treatment is
explicitly required under state or local tax statutes).
Interest will accrue on the Class A Certificates
from the Closing Date through the day preceding the
September 1996 Interest Payment Date, and with respect to
each Interest Period thereafter, based on the actual number
of days in the related Interest Period and a year of 360
days, at a rate equal to 0.15% per annum above LIBOR as
determined in accordance with the Series Supplement.
Interest on the Class A Certificates will be distributed
quarterly on the 15th day of each September, December, March
and June, or, if such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"),
commencing with September 16, 1996, provided that following
payment in full of the Class A Certificates or upon the
occurrence of an Early Amortization Event, each Distribution
Date will be an Interest Payment Date.
In general, payments of principal with respect to
the Class A Certificates are limited to the Class A Invested
Amount (plus the principal amount on deposit in the
Principal Funding Account available to the Class A
Certificateholders pursuant to the Series Supplement), which
may be less than the unpaid principal balance of the Class A
Certificates. The Class A Expected Final Distribution Date
is the June 2003 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or
later under certain circumstances described in the Agreement
and the Series Supplement.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class A Certificate shall not be entitled to
any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Class A Certificate to be duly executed.
NATIONSBANK OF DELAWARE, N.A.
By:
Name:
Title:
Dated: ,
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Agreement and Series Supplement.
THE BANK OF NEW YORK,
as Trustee,
By:
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By:
Authorized Officer
NATIONSBANK CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1996-1
Summary of Terms and Conditions
The Receivables consist generally of Principal
Receivables and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled
NationsBank Credit Card Master Trust, Series 1996-1
Certificates (the "Series 1996-1 Certificates"), and one of
a class thereof entitled Class A Floating Rate Asset Backed
Certificates, Series 1996-1 (the "Class A Certificates"),
each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is
allocated in part to the Investor Certificateholders of all
outstanding Series (the "Certificateholders' Interest") and
the interests, if any, of any Enhancement Providers, with
the remainder allocated to the Transferor. The aggregate
interest represented by the Class A Certificates at any time
in the Principal Receivables in the Trust shall not exceed
an amount equal to the Class A Invested Amount at such time.
The Class A Initial Invested Amount is $756,000,000. The
Class A Invested Amount on any date will be an amount equal
to (a) the Class A Initial Invested Amount, minus (b) the
principal amount on deposit in the Principal Funding
Account, minus (c) the aggregate amount of principal
payments made to the Class A Certificateholders prior to
such date, minus (d) the aggregate amount of Class A
Investor Charge Offs for all prior Distribution Dates plus
(e) the aggregate amount of Class A Investor Charge Offs
reimbursed pursuant to the Series Supplement prior to such
date; provided, however, that the Class A Invested Amount
may not be reduced below zero. In addition, classes of the
Series 1996-1 Certificates entitled Class B Floating Rate
Asset Backed Certificates, Series 1996-1 (the "Class B
Certificates") and Collateral Indebtedness Interest, Series
1996-1 (the "Collateral Indebtedness Interest") will be
issued pursuant to the Agreement and the Series Supplement.
The Exchangeable Transferor Certificate has been issued to
NationsBank of Delaware, N.A. pursuant to the Agreement,
which represents the Transferor Interest.
Subject to the terms and conditions of the
Agreement, the Transferor may from time to time direct the
Trustee, on behalf of the Trust, to issue one or more new
Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.
On each Interest Payment Date, the Class A
Expected Final Distribution Date and each Distribution Date
with respect to the Early Amortization Period, the Paying
Agent shall distribute to each Class A Certificateholder of
record on the last day of the preceding calendar month (each
a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the
Collection Account, the Principal Funding Account and the
Interest Funding Account) as are payable to the Class A
Certificateholders pursuant to the Agreement and the Series
Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed
to the address of the Class A Certificateholder of record
appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the
making of any notation thereon (except for the final
distribution in respect of this Class A Certificate), except
that with respect to Class A Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of
immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or
agency specified in the notice of final distribution
delivered (or published) by the Trustee in accordance with
the Agreement and the Series Supplement.
On any Distribution Date occurring on or after the
day on which the Invested Amount is reduced to 5% or less of
the Initial Invested Amount of the Series 1996-1
Certificates of $900,000,000, the Series 1996-1 Certificates
are subject to retransfer to the Transferor. The retransfer
price will be equal to the Invested Amount of the Series
1996-1 Certificates plus accrued but unpaid interest
thereon.
Subject to certain conditions in the Agreement, if
the Invested Amount of the Series 1996-1 Certificates is
greater than zero on the February 2006 Distribution Date
(the "Stated Series Termination Date"), the Trustee shall
sell or cause to be sold an amount of Receivables (or
interests therein) up to 110% of the Invested Amount at the
close of business on such date, but not more than the total
amount of Receivables allocable to the Series 1996-1
Certificates pursuant to the Agreement, and apply the
proceeds of such sale as provided in the Agreement and the
Series Supplement.
This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor, the
Servicer or any affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency or instrumentality.
This Class A Certificate is limited in right of
payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in the Agreement and
the Series Supplement.
The Agreement and any Supplement may be amended
from time to time by the Servicer, the Transferor and the
Trustee, without the consent of any of the Investor
Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsistent
with any other provisions therein or to add any other
provisions with respect to matters or questions raised under
the Agreement which shall not be inconsistent with the
provisions of the Agreement; provided, however, that such
action shall not adversely affect in any material respect
the interests of any of the Investor Certificateholders.
Additionally, the Agreement and any Supplement may be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Investor
Certificateholders, to add to or change any of the
provisions of the Agreement to enable Bearer Certificates to
be issued in conformity with the Bearer Rules, to provide
that Bearer Certificates may be registrable as to principal,
to change or eliminate any restrictions on the payment of
principal (or premium, if any) or any interest on Bearer
Certificates to comply with the Bearer Rules, to permit
Bearer Certificates to be issued in exchange for Registered
Certificates (if then permitted by the Bearer Rules), to
permit Bearer Certificates to be issued in exchange for
Bearer Certificates of other authorized denominations or to
permit the issuance of Investor Certificates in
uncertificated form, provided any such action shall not
adversely affect the interest of the Holders of Bearer
Certificates of any Series or any related Coupons in any
material respect unless such amendment is necessary to
comply with the Bearer Rules.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Investor
Certificateholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of the Agreement, or of modifying in any manner
the rights of the Holders of Investor Certificates; provided
that (i) the Servicer shall have provided an Opinion of
Counsel to the Trustee to the effect that such amendment
will not materially and adversely affect the interests of
the Investor Certificateholders of any outstanding Series,
which Opinion of Counsel may rely solely on the rating
confirmation referred to in clause (iii) below (or 100% of
the class of Certificateholders so affected have consented),
(ii) such amendment shall not, as evidenced by an Opinion of
Counsel, cause any outstanding Series to fail to qualify as
debt for Federal income tax purposes, cause the Trust to be
characterized for Federal income tax purposes as an
association taxable as a corporation or otherwise have any
material adverse impact on the Federal income taxation
characterization of any outstanding Series of Investor
Certificates or the Federal income taxation of any Investor
Certificateholder or any Certificate Owner and (iii) the
Rating Agencies shall confirm that such amendment shall not
cause a reduction or withdrawal of the rating of any
outstanding Series of Certificates; provided, further that
such amendment shall not reduce in any manner the amount of,
or delay the timing of, distributions which are required to
be made on any Investor Certificate of such Series without
the consent of the related Investor Certificateholder,
change the definition of or the manner of calculating the
interest of any Investor Certificateholder of such Series
without the consent of the related Investor
Certificateholder or reduce the aforesaid percentage
required to consent to any such amendment, in each case
without the consent of all such Investor Certificateholders.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee with the consent of the Holders of Investor
Certificates evidencing Undivided Interests aggregating not
less than 66-2/3% of the Invested Amount of all Series
adversely affected, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner
the rights of the Investor Certificateholders of any Series
then issued and outstanding; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or
delay the timing of, distributions which are required to be
made on any Investor Certificate of such Series without the
consent of the related Investor Certificateholder; (ii)
change the definition of or the manner of calculating the
Invested Amount, the Invested Percentage, the applicable
available amount under any Enhancement or the Investor
Default Amount of such Series without the consent of each
related Investor Certificateholder; or (iii) reduce the
aforesaid percentage required to consent to any such
amendment, in each case without the consent of each related
Investor Certificateholder. Any amendment pursuant to this
paragraph shall require that each Rating Agency rating the
affected Series confirm that such amendment will not cause a
reduction or withdrawal of the rating of the applicable
Series.
The Class A Certificates are issuable only in
minimum denominations of $1,000 and integral multiples of
$1,000. The transfer of this Class A Certificate shall be
registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any
office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer,
in a form satisfactory to the Trustee and the Transfer Agent
and Registrar, duly executed by the Class A
Certificateholder or such Class A Certificateholder's
attorney duly authorized in writing, and thereupon one or
more new Class A Certificates of authorized denominations
and for the same aggregate fractional undivided interest
will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to
certain limitations therein set forth, Class A Certificates
are exchangeable for new Class A Certificates evidencing
like aggregate fractional undivided interests as requested
by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such
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 Transferor, 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 Transferor, the Servicer
nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected
by notice to the contrary except in certain circumstances
described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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; PROVIDED,
HOWEVER, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE
TRUSTEE IN THE ADMINISTRATION OF ITS TRUSTS UNDER THE
AGREEMENT AND THE SERIES SUPPLEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ASSIGNMENT
Social Security or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints ______________________,
attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated: *
Signature Guaranteed:
(*) NOTE: The signature to this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change
whatsoever.
EXHIBIT A-2
REGISTERED $__________*
No. B- CUSIP No. 638586AH0
Unless this Class B Certificate is presented by an
authorized representative of The Depository Trust Company, a
New York corporation ("DTC"), to the issuer or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
NATIONSBANK CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1996-1
Class B Expected Final Distribution Date:
The July 2003 Distribution Date
Evidencing an undivided interest in a trust, the corpus of
which consists primarily of receivables generated from time
to time in a portfolio of consumer revolving credit card
accounts of
NATIONSBANK OF DELAWARE, N.A.
(Not an interest in or obligation of NationsBank of
Delaware, N.A.or any affiliate thereof)
This certifies that (the "Class B Certificateholder")
is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant
to the Master Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and supplemented from time to
time, the "Agreement"), as supplemented by the Series 1996-1
Supplement, dated as of June 11, 1996 (as amended and
supplemented from time to time, the "Series Supplement"),
among NationsBank of Delaware, N.A., a national banking
association, as Transferor and Servicer, and The Bank of New
York, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i)
receivables (the "Receivables") generated from time to time
in a portfolio of revolving credit card accounts identified
under the Agreement (the "Accounts"), (ii) all monies which
are from time to time deposited in the Collection Account
and any other accounts maintained for the benefit of
Investor Certificateholders, (iii) the benefit of funds on
deposit in the Cash Collateral Account, if any, and (iv) all
other assets and interests constituting the Trust Property.
* Denominations of $1,000 and integral multiples of
$1,000 in excess thereof.
The Holder of this Certificate is entitled to the benefit of
funds on deposit in a Cash Collateral Account to the extent
provided in the Series Supplement. Although a summary of
certain provisions of the Agreement and the Series
Supplement is set forth below and on the Summary of Terms
and Conditions attached hereto and made a part hereof, this
Class B Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made to
the Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties
and obligations of the Trustee. A copy of the Agreement and
the Series Supplement (without schedules) may be requested
from the Trustee by writing to the Trustee at the Corporate
Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to
them in the Agreement or the Series Supplement, as
applicable.
This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement and the Series Supplement, to which Agreement and
Series Supplement, each as amended and supplemented from
time to time, the Class B Certificateholder by virtue of the
acceptance hereof assents and is bound.
It is the intent of the Transferor and the
Investor Certificateholders (and Certificate Owners) that,
for Federal, state and local income and franchise tax
purposes only, the Investor Certificates will qualify as
indebtedness of the Transferor secured by the Receivables
(unless otherwise specified in the related Supplement). The
Class B Certificateholder (and each Certificate Owner of a
Class B Certificate), by the acceptance of this Class B
Certificate (or its interest therein), is deemed to agree to
treat this Class B Certificate for Federal, state and local
income and franchise tax purposes as indebtedness of the
Transferor (except to the extent that different treatment is
explicitly required under state or local tax statutes).
Interest will accrue on the Class B Certificates
from the Closing Date through the day preceding the
September 1996 Interest Payment Date, and with respect to
each Interest Period thereafter, based on the actual number
of days in the related Interest Period and a year of 360
days, at a rate equal to 0.28% per annum above LIBOR as
determined in accordance with the Series Supplement.
Interest on the Class B Certificates will be distributed
quarterly on the 15th day of each September, December, March
and June, or, if such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"),
commencing with September 16, 1996, provided that following
payment in full of the Class A Certificates or upon the
occurrence of an Early Amortization Event, each Distribution
Date will be an Interest Payment Date.
In general, payments of principal with respect to
the Class B Certificates are limited to the Class B Invested
Amount (plus the principal amount on deposit in the
Principal Funding Account available to the Class B
Certificateholders pursuant to the Series Supplement after
the Class A Certificates have been paid in full), which may
be less than the unpaid principal balance of the Class B
Certificates. The Class B Expected Final Distribution Date
is the July 2003 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or
later under certain circumstances described in the Agreement
and the Series Supplement. Principal payments with respect
to the Class B Certificates will not commence until the
Class A Certificates have been paid in full.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class B Certificate shall not be entitled to
any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this
Class B Certificate to be duly executed.
NATIONSBANK OF DELAWARE, N.A.
By:
Name:
Title:
Dated: ,
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within-mentioned Agreement and Series Supplement.
THE BANK OF NEW YORK,
as Trustee,
By: ______________________
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By: ________________________
Authorized Officer
NATIONSBANK CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE,
SERIES 1996-1
Summary of Terms and Conditions
The Receivables consist generally of Principal
Receivables and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled
NationsBank Credit Card Master Trust, Series 1996-1
Certificates (the "Series 1996-1 Certificates"), and one of
a class thereof entitled Class B Floating Rate Asset Backed
Certificates, Series 1996-1 (the "Class B Certificates"),
each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is
allocated in part to the Investor Certificateholders of all
outstanding Series (the "Certificateholders' Interest") and
the interests, if any, of any Enhancement Providers, with
the remainder allocated to the Transferor. The aggregate
interest represented by the Class B Certificates at any time
in the Principal Receivables in the Trust shall not exceed
an amount equal to the Class B Invested Amount at such time.
The Class B Initial Invested Amount is $58,500,000. The
Class B Invested Amount on any date will be an amount equal
to (a) the Class B Initial Invested Amount, minus (b) after
the Class A Invested Amount has been paid in full, the
Principal Funding Account Balance, minus (c) the aggregate
amount of principal payments made to the Class B
Certificateholders prior to such date, minus (d) the
aggregate amount of Class B Investor Charge Offs for all
prior Distribution Dates, minus (e) the amount of Class B
Subordinated Principal Collections allocated to certain
shortfalls in respect of the Class A Certificates on all
prior Distribution Dates pursuant to the Series Supplement
(excluding any Class B Subordinated Principal Collections
that have resulted in a reduction in the Collateral
Indebtedness Amount pursuant to the Series Supplement),
minus (f) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution
Dates in respect of the Class A Investor Default Amount
pursuant to Section 4.7(a) of the Series Supplement, plus
(g) the amount of Excess Spread and Excess Finance Charge
Collections allocated and available on all prior
Distribution Dates pursuant to the Series Supplement for the
purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (d), (e) and (f); provided, however, that
the Class B Invested Amount may not be reduced below zero.
In addition, classes of the Series 1996-1 Certificates
entitled Class A Floating Rate Asset Backed Certificates,
Series 1996-1 (the "Class A Certificates") and Collateral
Indebtedness Interest, Series 1996-1 (the "Collateral
Indebtedness Interest") will be issued pursuant to the
Agreement and the Series Supplement. Also, an Exchangeable
Transferor Certificate has been issued to NationsBank of
Delaware, N.A. pursuant to the Agreement which represents
the Transferor Interest.
Subject to the terms and conditions of the
Agreement, the Transferor may from time to time direct the
Trustee, on behalf of the Trust, to issue one or more new
Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.
On each Interest Payment Date, the Class B
Expected Final Distribution Date and each Distribution Date
with respect to the Early Amortization Period, the Paying
Agent shall distribute to each Class B Certificateholder of
record on the last day of the preceding calendar month (each
a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the
Collection Account, the Principal Funding Account and the
Interest Funding Account) as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series
Supplement. Distributions with respect to this Class B
Certificate will be made by the Paying Agent by check mailed
to the address of the Class B Certificateholder of record
appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or the
making of any notation thereon (except for the final
distribution in respect of this Class B Certificate), except
that with respect to Class B Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of
immediately available funds. Final payment of this Class B
Certificate will be made only upon presentation and
surrender of this Class B Certificate at the office or
agency specified in the notice of final distribution
delivered (or published) by the Trustee in accordance with
the Agreement and the Series Supplement.
On any Distribution Date occurring on or after the
day on which the Invested Amount is reduced to 5% or less of
the Initial Invested Amount of the Series 1996-1
Certificates of $900,000,000, the Series 1996-1 Certificates
are subject to retransfer to the Transferor. The retransfer
price will be equal to the Invested Amount of the Series
1996-1 Certificates plus accrued but unpaid interest
thereon.
Subject to certain conditions in the Agreement, if
the Invested Amount of the Series 1996-1 Certificates is
greater than zero on the February 2006 Distribution Date
(the "Stated Series Termination Date"), the Trustee shall
sell or cause to be sold an amount of Receivables (or
interests therein) up to 110% of the Invested Amount at the
close of business on such date, but not more than the total
amount of Receivables allocable to the Series 1996-1
Certificates pursuant to the Agreement, and apply the
proceeds of such sale as provided in the Agreement and the
Series Supplement.
This Class B Certificate does not represent an
obligation of, or an interest in, the Transferor, the
Servicer or any affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency or instrumentality.
This Class B Certificate is limited in right of
payment to certain Collections with respect to the
Receivables (and certain other amounts) and is subordinated
to the Class A Certificates, all as more specifically set
forth hereinabove and in the Agreement and the Series
Supplement.
The Agreement and any Supplement may be amended
from time to time by the Servicer, the Transferor and the
Trustee, without the consent of any of the Investor
Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsistent
with any other provisions therein or to add any other
provisions with respect to matters or questions raised under
the Agreement which shall not be inconsistent with the
provisions of the Agreement; provided, however, that such
action shall not adversely affect in any material respect
the interests of any of the Investor Certificateholders.
Additionally, the Agreement and any Supplement may be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Investor
Certificateholders, to add to or change any of the
provisions of the Agreement to enable Bearer Certificates to
be issued in conformity with the Bearer Rules, to provide
that Bearer Certificates may be registrable as to principal,
to change or eliminate any restrictions on the payment of
principal (or premium, if any) or any interest on Bearer
Certificates to comply with the Bearer Rules, to permit
Bearer Certificates to be issued in exchange for Registered
Certificates (if then permitted by the Bearer Rules), to
permit Bearer Certificates to be issued in exchange for
Bearer Certificates of other authorized denominations or to
permit the issuance of Investor Certificates in
uncertificated form, provided any such action shall not
adversely affect the interest of the Holders of Bearer
Certificates of any Series or any related Coupons in any
material respect unless such amendment is necessary to
comply with the Bearer Rules.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Investor
Certificateholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of the Agreement, or of modifying in any manner
the rights of the Holders of Investor Certificates; provided
that (i) the Servicer shall have provided an Opinion of
Counsel to the Trustee to the effect that such amendment
will not materially and adversely affect the interests of
the Investor Certificateholders of any outstanding Series,
which Opinion of Counsel may rely solely on the rating
confirmation referred to in clause (iii) below (or 100% of
the class of Certificateholders so affected have consented),
(ii) such amendment shall not, as evidenced by an Opinion of
Counsel, cause any outstanding Series to fail to qualify as
debt for Federal income tax purposes, cause the Trust to be
characterized for Federal income tax purposes as an
association taxable as a corporation or otherwise have any
material adverse impact on the Federal income taxation
characterization of any outstanding Series of Investor
Certificates or the Federal income taxation of any Investor
Certificateholder or any Certificate Owner and (iii) the
Rating Agencies shall confirm that such amendment shall not
cause a reduction or withdrawal of the rating of any
outstanding Series of Certificates; provided, further that
such amendment shall not reduce in any manner the amount of,
or delay the timing of, distributions which are required to
be made on any Investor Certificate of such Series without
the consent of the related Investor Certificateholder,
change the definition of or the manner of calculating the
interest of any Investor Certificateholder of such Series
without the consent of the related Investor
Certificateholder or reduce the aforesaid percentage
required to consent to any such amendment, in each case
without the consent of all such Investor Certificateholders.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee with the consent of the Holders of Investor
Certificates evidencing Undivided Interests aggregating not
less than 66-2/3% of the Invested Amount of all Series
adversely affected, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner
the rights of the Investor Certificateholders of any Series
then issued and outstanding; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or
delay the timing of, distributions which are required to be
made on any Investor Certificate of such Series without the
consent of the related Investor Certificateholder; (ii)
change the definition of or the manner of calculating the
Invested Amount, the Invested Percentage, the applicable
available amount under any Enhancement or the Investor
Default Amount of such Series without the consent of each
related Investor Certificateholder; or (iii) reduce the
aforesaid percentage required to consent to any such
amendment, in each case without the consent of each related
Investor Certificateholder. Any amendment pursuant to this
paragraph shall require that each Rating Agency rating the
affected Series confirm that such amendment will not cause a
reduction or withdrawal of the rating of the applicable
Series.
The Class B Certificates are issuable only in
minimum denominations of $1,000 and integral multiples of
$1,000. The transfer of this Class B Certificate shall be
registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any
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 duly authorized in writing, and thereupon one or
more new Class B Certificates of authorized denominations
and for the same aggregate fractional undivided interest
will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to
certain limitations therein set forth, Class B Certificates
are exchangeable for new Class B Certificates evidencing
like aggregate fractional undivided interests as requested
by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such
exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
therewith.
The Transferor, 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 Transferor, the Servicer
nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected
by notice to the contrary except in certain circumstances
described in the Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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; PROVIDED,
HOWEVER, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE
TRUSTEE IN THE ADMINISTRATION OF ITS TRUSTS UNDER THE
AGREEMENT AND THE SERIES SUPPLEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ASSIGNMENT
Social Security or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints ______________________,
attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated: *
Signature Guaranteed:
(*) NOTE: The signature to this assignment must
correspond with the name of the registered owner as it
appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change
whatsoever.
