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) October 1, 1996
PEOPLE'S BANK
on behalf of
PEOPLE'S BANK CREDIT CARD MASTER TRUST
(Exact Name of Registrant as Specified in its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
33-63146, 33-73442, 33-84428
33-90012, 33-99506, 33-99508 06-1213065
(Commission File Number) (I.R.S. Employer Identification No.)
850 Main Street, Bridgeport, Connecticut 06604
(Address of Principal Executive Offices) (Zip Code)
(203)338-7171
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Pursuant to the terms of (i) the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of June 1, 1993, between
People's Bank, a Connecticut capital stock savings bank ("People's Bank"),
as seller and servicer, and Banker's Trust Company, a banking corporation
organized and existing under the laws of the State of New York, as trustee
(in such capacity, the "Trustee"), of the People's Bank Credit Card Master
Trust (the "Trust"), and (ii) Assignment No. 4 (the "Assignment"), dated as
of October 1, 1996, between People's Bank and the Trustee, People's Bank
has transferred to the Trustee, on behalf of the Trust, all right, title
and interest of People's Bank in and to receivables and specified related
assets (collectively, the "Receivables") arising under certain revolving
credit card accounts designated in the Assignment. As a consequence of the
foregoing transfer of the Receivables, the seller interest in the Trust
evidenced by a seller certificate, currently held by a wholly-owned
subsidiary of People's Bank, increased by a corresponding amount.
Included as an exhibit hereto is a copy of the Assignment.
In addition, the Series 1993-1 Supplement to the Pooling and Servicing
Agreement, dated as of June 1, 1993 (the "Series 1993-1 Supplement"),
between People's Bank and the Trustee, has been amended by an amendment
dated as of October 10, 1996 (the "1993-1 Amendment"), and the Series 1994-1
Supplement to the Pooling and Servicing Agreement, dated as of February 1,
1994 (the "Series 1994-1 Supplement"), between People's Bank and the Trustee,
has been amended by an amendment dated as of October 11, 1996 (the "1994-1
Amendment"), in order to correct inconsistencies in, respectively, Section
9(f) of the Series 1993-1 Supplement and Section 9A(f) of the Series 1994-1
Supplement. Included as exhibits hereto are the 1993-1 Amendment and the
1994-1 Amendment.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
99.1 Assignment No. 4
99.2 Revised tables summarizing Trust portfolio balance and
account characteristics
99.3 Amendment to the Series 1993-1 Supplement to the Pooling
and Servicing Agreement
99.4 Amendment to the Series 1994-1 Supplement to the Pooling
and Servicing Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PEOPLE'S BANK
Dated: October 17, 1996 By: /s/ Vincent J. Calabrese
Vincent J. Calabrese
Vice President
INDEX TO EXHIBITS
Exhibit
No. Document Description
99.1 Assignment No. 4
99.2 Revised tables summarizing Trust portfolio balance and
account characteristics
99.3 Amendment to the Series 1993-1 Supplement to the Pooling
and Servicing Agreement
99.4 Amendment to the Series 1994-1 Supplement to the Pooling
and Servicing Agreement
ASSIGNMENT NO. 4 TO TRUST
ASSIGNMENT NO. 4 (this "Assignment"), dated as of October 1, 1996,
by and between PEOPLE'S BANK, a Connecticut stock savings bank (the "Seller")
and BANKERS TRUST COMPANY, a New York banking corporation, not in its
individual capacity but solely as trustee (the "Trustee"), pursuant to the
Pooling and Servicing Agreement (defined below).
W I T N E S S E T H
WHEREAS, the Seller and the Trustee are parties to the Pooling and
Servicing Agreement, dated as of June 1, 1993 (hereinafter as such agreement
may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to Assignment No. 1 to Trust dated as of October 4,
1994 by and between Seller and Trustee ("Assignment No. 1), Seller conveyed
the Receivables of certain Additional Accounts identified by the code "0509"
to the Trust as part of the corpus of Trust (with each of the capitalized
terms appearing in this or the following paragraphs having the meaning
respectively assigned thereto in Section 1 hereof); and
WHEREAS, pursuant to Assignment No. 2 to Trust dated as of July 14, 1995
by and between Seller and Trustee ("Assignment No. 2"), Seller conveyed
Receivables of certain Additional Accounts identified by the code "1815" to
the Trust as part of the corpus of the Trust; and
WHEREAS, pursuant to Assignment No. 3 to Trust dated as of May 1, 1996
by and between Seller and Trustee ("Assignment No. 3"), Seller conveyed
Receivables of certain Additional Accounts identified by the codes "0507,"
"0508," "2151," and "2152" to the Trust as part of the corpus of the Trust;
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Seller
again wishes to designate certain Additional Accounts of the Seller,
identified by the code "3181," to be included as Accounts and to convey the
Receivables of such Additional Accounts, whether now existing or hereinafter
created, to the Trust as part of the corpus of the Trust; and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Trustee
hereby agree as follows:
1. Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, October 1, 1996.
"Addition Notice Date" shall mean, with respect to the Additional
Accounts designated hereby, September 6, 1996.
2. Designation of Additional Accounts. The Seller shall deliver to
the Trustee, on behalf of the Trust, not later than five Business Days after
the Addition Date, a computer file or microfiche list containing a true and
complete list of each VISA and MasterCard account which as of the Addition
Date shall be deemed to be an Additional Account and included as an Account
under the Pooling and Servicing Agreement, such accounts being identified by
account number as of the close of business on the Addition Date by including
in such computer file or microfiche list code "3181" in the dependent number
field. Such list shall be marked as Schedule 1 to this Assignment and, as
of the Addition Date, shall be incorporated into and made a part of this
Assignment and the Pooling and Servicing Agreement.
3. Conveyance of Receivables.
a. The Seller does hereby transfer, assign, set over and otherwise
convey to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, without recourse on and after the Addition Date, all
right, title and interest of the Seller in and to (i) the Receivables now
existing and hereafter created in the Additional Accounts designated hereby,
(ii) all monies and investments due or to become due with respect thereto
(including all Finance Charge Receivables), (iii) all proceeds of such
Receivables, (iv) Recoveries allocated to the Trust in respect of such
Receivables and (v) Interchange related to such Receivables and allocated
to the Trust pursuant to Section 2.5(k) of the Pooling and Servicing
Agreement and all proceeds thereof.
b. In connection with such transfer, assignment, set-over and
conveyance the Seller agrees to record and file, at its own expense, a
financing statement with respect to the Receivables now existing and hereafter
created in the Additional Accounts designated hereby (which may be a single
financing statement with respect to all such Receivables) for the transfer of
accounts, as defined in Section 9-106 of the UCC as in effect in the State
of New York, meeting the requirements of applicable state law in such manner
and such jurisdictions as are necessary to perfect the assignment of such
Receivables to the Trust, and to deliver a file-stamped copy of such
financing statement or other evidence of such filing (which may,for purposes
of this Section 3, consist of telephone confirmation of such filing) to the
Trustee on or prior to the date of this Assignment.
c. In connection with such transfer, the Seller further agrees, at
its own expense, on or prior to the Addition Date to indicate in its computer
files, by including in such computer file or microfiche list the code "3181"
in the dependent number field, that the Receivables created in connection
with the Additional Accounts designated hereby have been transferred to the
Trust pursuant to this Assignment for the benefit of the Certificateholders.
4. Acceptance by Trustee. The Trustee hereby acknowledges its
acceptance on behalf of the Trust of all right, title and interest previously
held by the Seller in and to (i) the Receivables now existing and hereafter
created in the Additional Accounts designated hereby, (ii) all monies and
investments due or to become due with respect thereto (including all Finance
Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries
allocated to the Trust in respect of such Receivables and (v) Interchange
relating to such Receivables and allocated to the Trust pursuant to Section
2.5(k) of the Pooling and Servicing Agreement and all proceeds thereof, and
declares that it shall maintain such right,title and interest, upon the trust
set forth in the Pooling and Servicing Agreement, for the benefit of all
Certificateholders.
5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trustee and the Trust as of the Addition
Date:
a. Legal, Valid and Binding Obligation. This Assignment constitutes
a legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms, except as such enforceability may be
limited (A) by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect affecting the enforcement
of creditors' rights in general and the rights of creditors of Connecticut
stock savings banks, (B) by general principles of equity (whether considered
in a suit at law or in equity), (C) with respect to provisions indemnifying
a party against liability where such indemnification is contrary to public
policy, (D) by the effect of judicial decisions which have held that certain
covenants and provisions of agreements are unenforceable where (y) the
breach of such covenants or provisions imposes restrictions or burdens where
it cannot be demonstrated that such breach is a material breach of a
material covenant or provision, or (z) the creditor's enforcement of such
covenants or provisions under the circumstances would violate the creditor's
implied covenant of good faith and fair dealing, and (E) with respect to
provisions herein to the effect that the failure to exercise or delay in
exercising rights or remedies will not operate as a waiver of any such
rights or remedies, or to the effect that provisions therein may only be
waived in writing to the extent that an oral agreement modifying such
provisions has been entered into.
b. Eligibility of Accounts. Each Additional Account designated hereby
is, as of the end of the day immediately preceding the Addition Date,
an Eligible Additional Account.
c. Selection Procedures. No selection procedures believed by the
Seller to be materially adverse to the interests of the Investor
Certificateholders (without regard to any Enhancement) were utilized in
selecting the Additional Accounts designated hereby from the available
Eligible Additional Accounts owned by the Seller.
d. Insolvency. As of the Addition Date, the Seller is not insolvent
and, after giving effect to the conveyance set forth in Section 3 above,
will not be insolvent.
e. Security Interest. This Assignment constitutes either (i) a valid
transfer and assignment to the Trustee, on behalf of the Trust, of all right,
title and interest of the Seller in and to (A) the Receivables now existing
and hereafter created in the Additional Accounts designated hereby, (B) all
monies due or to become due with respect to such Receivables (including all
Finance Charge Receivables), (C) all proceeds (as defined in the UCC as in
effect in the State of New York) of such Receivables, (D) Recoveries allocated
to the Trust in respect of such Receivables, and (E) Interchange relating to
such Receivables and allocated to the Trust pursuant to Section 2.5(k) of the
Pooling and Servicing Agreement and all proceeds thereof, free and clear of
any Lien of any Person claiming through or under the Seller or any of its
Affiliates, except for (x) Liens permitted under Section 2.5(b) of the Pooling
and Servicing Agreement and subject to Section 9-306 of the UCC as in effect
in the States of Connecticut or New York, whichever is applicable, (y) the
interest of the Seller and its assignees as permitted under the Pooling and
Servicing Agreement as Holder of the Exchangeable Seller Certificate and (z)
the right of the Seller and its assignees as permitted under the Pooling and
Servicing Agreement to receive interest accruing on, and investment earnings
in respect of, the Collection Account, or any Series Account as provided in
the Pooling and Servicing Agreement and any related Supplement; or (ii) a
grant of a security interest (as defined in the UCC as in effect in the State
of New York) in such property to the Trust, which is enforceable with respect
to the existing Receivables of the Additional Accounts designated hereby, the
proceeds (as defined in the UCC as in effect in the State of New York)
thereof, and Recoveries and Interchange allocated to the Trust pursuant to
Sections 2.5(k) and (1) of the Pooling and Servicing Agreement upon the
conveyance of such Receivables to the Trust, and which will be enforceable
with respect to the Receivables thereafter created in respect of Additional
Accounts designated hereby, the proceeds (as defined in the UCC as in effect
in the State of New York) thereof, and Recoveries and Interchange allocated to
the Trust pursuant to Sections 2.5(k) and (1) of the Pooling and Servicing
Agreement, upon such creation; and (iii) if this Assignment constitutes the
grant of a security interest to the Trust in such property, upon the filing
of a financing statement as described in Section 3 above with respect to the
Additional Accounts designated hereby and, in the case of Receivables
hereafter created in such Additional Accounts, the proceeds (as defined in
the UCC as in effect in the State of New York) thereof, and Recoveries and
Interchange allocated to the Trust pursuant to Sections 2.5(k) and (1) of the
Pooling and Servicing Agreement, upon such creation, the Trust shall have a
first priority perfected security interest in such property, except for Liens
permitted under Section 2.5(b) of the Pooling and Servicing Agreement and
subject to Section 9-306 of the UCC as in effect in the States of Connecticut
or New York, whichever is applicable.
6. Conditions Precedent. The acceptance of the Trustee set forth in
Section 4 above and the amendment of the Pooling and Servicing Agreement set
forth in Section 7 below are subject to the satisfaction, on or prior to the
Addition Date, of the following conditions precedent:
a. Officer's Certificate. The Seller shall have delivered to the
Trustee a certificate of a Vice President or more senior officer, certifying
that (i) all requirements set forth in Section 2.6 of the Pooling and
Servicing Agreement for designating Additional Accounts and conveying the
Principal Receivables of such Accounts, whether now existing or hereafter
created, have been satisfied and (ii) each of the representations and
warranties made by the Seller in Section 5 above is true and correct as of the
Addition Date. The Trustee may conclusively rely on such Officer's
Certificate, shall have no duty to make inquiries with regard to the matters
set forth therein, and shall incur no liability in so relying.
b. Opinion of Counsel. The Seller shall have delivered to the Trustee
an Opinion of Counsel with respect to the Receivables in the Additional
Accounts designated hereby substantially in the form attached hereto.
c. Additional Information. The Seller shall have delivered to the
Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set
forth in Section 5(d) above.
d. Notice of Addition of Accounts. The Seller shall have provided the
Trustee, the Rating Agency, the Servicer and each Enhancement Provider (as
defined in, and if so provided in, each Supplement in connection with the
related Series) with the notice specified in Section 2.6(g)(i) of the Pooling
and Servicing Agreement, at the time specified therein, or shall have
received satisfactory acknowledgment or waivers thereof (which, in the
case of a Rating Agency, may take the form of a ratings confirmation
letter satisfying the applicable conditions specified in clause (e) below).
e. Rating Agency Confirmation. The Seller shall have delivered to
the Trustee and (to the extent so provided in the applicable Supplement)
each Enhancement Provider, Standard and Poor's and Moody's confirmation in
writing that the inclusion of the accounts designated hereby as Additional
Accounts pursuant to this Assignment will not result in the reduction or
withdrawal of such Rating Agency's then existing rating on any Series of
Investor Certificates then issued and outstanding.
7. Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended to provide that all references therein
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein"
shall be deemed from and after the Addition Date to be a reference to the
Pooling and Servicing Agreement as supplemented by this Assignment. Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants and conditions of the Pooling and Servicing Agreement shall remain
unamended and shall continue to be, and shall remain, in full force and
effect in accordance with its terms, and except as expressly provided herein,
the execution, delivery and performance of this Agreement shall not
constitute or be deemed to constitute a waiver of compliance with or a
consent to noncompliance with any term or provision of the Pooling and
Servicing Agreement.
8. Counterparts. This Assignment may be executed in two or more
counterparts (and by different parties to separate counterparts), each of
which shall be an original, but all of which together shall constitute one
and the same instrument.
9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF
LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
duly executed and delivered by their respective duly authorized officers
on the day and year first above written.
PEOPLE'S BANK
By: /s/ Michael J. Ciborowski
Name: Michael J. Ciborowski
Title: Vice President
BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee
By: /s/ Louis Bodi
Name: Louis Bodi
Title: Vice President
The following tables present data as of August 31, 1996.
<TABLE>
Composition by Account Balance
Trust Portfolio
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Balance Range Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
Credit Balance 20,613 1.32% $ (2,026,591) -0.09%
Zero Balance 638,487 40.81% - 0.00%
$0 - $500.00 179,164 11.45% 33,864,998 1.45%
$500.01 - $1,000.00 94,184 6.02% 70,357,904 3.02%
$1,000.01 - $3,000.00 282,771 18.07% 561,910,395 24.13%
$3,000.01 - $5,000.00 230,063 14.70% 906,750,571 38.94%
$5,000.01 - $10,000.00 117,097 7.48% 729,467,641 31.33%
Over $10,000.00 2,394 0.15% 28,372,992 1.22%
Total 1,564,773 100.00% $2,328,697,910 100.00%
</TABLE>
Composition by Credit Limit
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
Of Total Of Total
Number of Number of Receivables Receivables
Credit Limit Range Acounts Accounts Balance Balance
<S> <C> <C> <C> <C>
$0 - $1,000 73,429 4.69% $ 14,559,861 0.63%
$1,000.01 - $2,000.00 95,185 6.08% 50,770,743 2.18%
$2,000.01 - $3,000.00 142,621 9.12% 117,133,298 5.03%
$3,000.01 - $4,000.00 167,223 10.69% 190,087,670 8.16%
$4,000.01 - $5,000.00 289,344 18.49% 431,617,503 18.54%
$5,000.01 - $10,000.00 756,768 48.36% 1,438,526,176 61.77%
Over $10,000.00 40,203 2.57% 86,002,659 3.69%
Total 1,564,773 100.00% $2,328,697,910 100.00%
</TABLE>
Composition by Period of Delinquency
Trust Portfolio
<TABLE>
<CAPTION>
Percentage
of Total
Period of Delinquency Number of Number of Receivables Receivables
(Days Contractually Accounts Accounts Balance Balance
Delinquent)
<S> <C> <C> <C> <C>
Current 1,497,757 95.72% $2,125,328,882 91.27%
1-30 Days 39,232 2.51% 115,235,666 4.95%
31 - 60 Days 9,702 0.62% 28,469,888 1.22%
61 or More Days 18,082 1.15% 59,663,474 2.56%
Total 1,564,773 100.00% $2,328,697,910 100.00%
</TABLE>
Composition by Account Age
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Age Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
0 to 6 months 245,200 15.67% $ 455,768,852 19.57%
Over 6 to 12 months 190,480 12.17% 363,586,665 15.61%
Over 12 to 24 months 282,308 18.04% 483,907,734 20.78%
Over 24 to 48 months 509,265 32.55% 627,448,457 26.95%
Over 48 months 337,520 21.57% 397,986,202 17.09%
Total 1,564,773 100.00% 2,328,697,910 100.00%
</TABLE>
Geographic Distribution by Accounts
Trust Portfolio
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Accounts Accounts Balance Balance
<S> <C> <C> <C> <C>
CT 233,215 14.90% $297,212,594 12.76%
CA 127,404 8.14 220,956,297 9.49
TX 101,059 6.46 169,039,515 7.26
NY 96,044 6.14 139,363,260 5.98
FL 74,889 4.79 105,478,646 4.53
IL 60,083 3.84 95,415,805 4.10
OH 63,830 4.08 91,281,469 3.92
PA 61,509 3.93 87,021,654 3.74
MI 49,058 3.13 77,676,118 3.34
NJ 51,146 3.27 73,426,680 3.15
Other (1) 646,536 41.32 971,825,872 41.73
Total 1,564,773 100.00% $2,328,697,910 100.00%
<FN>
(1) States with less than 3.15% of the Percentage of Total Receivables
Balance.
Note: Data is sorted by Total Receivables Balance.
</FN>
</TABLE>
AMENDMENT
to the Series 1993-1 Supplement
to the Pooling and Servicing Agreement
This Amendment (the "Amendment"), dated as of October 10,
1996, to the Series 1993-1 Supplement (as heretofore amended and
supplemented, the "Series 1993-1 Supplement") to the Pooling and
Servicing Agreement (as heretofore amended and supplemented, the
"Pooling and Servicing and Agreement"), dated as of June 1, 1993,
by and between PEOPLE'S BANK, a Connecticut capital stock savings
bank ("People's Bank"), as Seller and Servicer, and BANKERS TRUST
COMPANY, a banking corporation organized and existing under the
laws of the State of New York, as Trustee.
W I T N E S S E T H
WHEREAS, Section 13.1 of the Pooling and Servicing Agreement
permits amendment of the Pooling and Servicing Agreement and any
Supplement thereto upon the terms and conditions specified
therein;
WHEREAS, the parties hereto wish to amend the Pooling and
Servicing Agreement in order to correct, and cure an
inconsistency in, Section 9(f) of the Series 1993-1 Supplement in
the manner set forth in this Amendment;
WHEREAS, the Certificate Insurer wishes to evidence its
consent to such amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Definitions. For purposes of this Amendment,
terms used herein (including the preamble and recitals hereto)
and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement and the Series
1993-1 Supplement, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
of the Pooling and Servicing Agreement.
SECTION 2. References to this Amendment. The words
"hereof", "herein" and "hereunder" and words of similar import
when used in this Amendment refer to this Amendment as a whole
and not to any particular provision of this Amendment.
SECTION 3. Amendment to Section 9(f) of the Series 1993-1
Supplement. Clause (f) of Section 9 of the Series 1993-1
Supplement is hereby amended in its entirety to read as follows:
"(f) on any Transfer Date, the sum of the Available
Surety Bond Amount and the Available Cash Collateral Amount
shall be less than 3% of the Initial Investor Interest;"
SECTION 4. Effect of Amendment. Except as expressly
amended and modified by this Amendment, the Series 1993-1
Supplement and the Pooling and Servicing Agreement and all rights
and remedies of the parties thereunder are and shall continue to
be in full force and effect in accordance with the terms thereof,
and the same are hereby ratified and confirmed in all such
respects by the parties hereto.
SECTION 5. Waiver of Notice. Each of the parties hereto
(including the acknowledging party) waives any prior notice and
any notice period that may be required by any other agreement or
document in connection with the execution of this Amendment.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.
SECTION 7. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute
one and the same agreement.
SECTION 8. Headings. The headings of this Amendment are
for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers
or agents thereunto authorized, as of the date first written
above.
PEOPLE'S BANK,
Seller and Servicer
By: /s/George W. Morriss
Name: George W. Morriss
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY,
Not in its individual
capacity but solely as
Trustee
By: /s/Louis Bodi
Name: Louis Bodi
Title: Vice President
Acknowledged and Agreed to:
FINANCIAL GUARANTY INSURANCE COMPANY
By: /s/Michael Miran
Name: Michael Miran
Title: Authorized Officer
AMENDMENT
to the Series 1994-1 Supplement
to the Pooling and Servicing Agreement
This Amendment (the "Amendment"), dated as of October 11,
1996, to the Series 1994-1 Supplement (as heretofore amended and
supplemented, the "Series 1994-1 Supplement") dated as of
February 1, 1994, to the Pooling and Servicing Agreement (as
heretofore amended and supplemented, the "Pooling and Servicing
and Agreement"), dated as of June 1, 1993, by and between
PEOPLE'S BANK, a Connecticut capital stock savings bank
("People's Bank"), as Seller and Servicer, and BANKERS TRUST
COMPANY, a banking corporation organized and existing under the
laws of the State of New York, as Trustee.
W I T N E S S E T H
WHEREAS, Section 13.1 of the Pooling and Servicing Agreement
permits amendment of the Pooling and Servicing Agreement and any
Supplement thereto upon the terms and conditions specified
therein;
WHEREAS, the parties hereto wish to amend the Pooling and
Servicing Agreement in order to correct, and cure an
inconsistency in, Section 9A(f) of the Series 1994-1 Supplement
in the manner set forth in this Amendment;
WHEREAS, the Certificate Insurer wishes to evidence its
consent to such amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Definitions. For purposes of this Amendment,
terms used herein (including the preamble and recitals hereto)
and not otherwise defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement and the Series
1994-1 Supplement, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
of the Pooling and Servicing Agreement.
SECTION 2. References to this Amendment. The words
"hereof", "herein" and "hereunder" and words of similar import
when used in this Amendment refer to this Amendment as a whole
and not to any particular provision of this Amendment.
SECTION 3. Amendment to Section 9A(f) of the Series 1994-1
Supplement. Clause (f) of Section 9A of the Series 1994-1
Supplement is hereby amended in its entirety to read as follows:
"(f) on any Transfer Date, the sum of the Available
Surety Bond Amount and the Available Cash Collateral Amount
shall be less than 3% of the Initial Investor Interest;"
SECTION 4. Effect of Amendment. Except as expressly
amended and modified by this Amendment, the Series 1994-1
Supplement and the Pooling and Servicing Agreement and all rights
and remedies of the parties thereunder are and shall continue to
be in full force and effect in accordance with the terms thereof,
and the same are hereby ratified and confirmed in all such
respects by the parties hereto.
SECTION 5. Waiver of Notice. Each of the parties hereto
(including the acknowledging party) waives any prior notice and
any notice period that may be required by any other agreement or
document in connection with the execution of this Amendment.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.
SECTION 7. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute
one and the same agreement.
SECTION 8. Headings. The headings of this Amendment are
for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers
or agents thereunto authorized, as of the date first written
above.
PEOPLE'S BANK,
Seller and Servicer
By: /s/George W. Morriss
Name: George W. Morriss
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY,
not in its individual
capacity but solely as
Trustee
By: /s/Louis Bodi
Name: Louis Bodi
Title: Vice President
Acknowledged and Agreed to:
FINANCIAL GUARANTY INSURANCE COMPANY
By: /s/Michael Miran
Name: Michael Miran
Title: Authorized Officer
